MORTGAGE LOAN PURCHASE AGREEMENT

This Mortgage Loan Purchase Agreement is made and entered into as of December 1, 2016 by and among each of the “Sellers” named on the signature pages hereof (collectively, the “Sellers” and individually, a “Seller”), HSBC Finance Corporation in its capacity as Seller Representative and MTGLQ Investors, L.P. (the “Purchaser”).

WHEREAS, the Purchaser has agreed to purchase from each Seller and each Seller has agreed to sell to the Purchaser, on a servicing released basis, those certain mortgage loans (the “Mortgage Loans”) identified on Exhibit A.

NOW THEREFORE, in consideration of the mutual promises herein set forth and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, each Seller, the Seller Representative and the Purchaser agree as follows:

Section 1.01     Definitions. Unless the context requires otherwise, all capitalized terms used herein shall have the meanings assigned to such terms in this Section 1.01 unless defined elsewhere herein.

2002 AG Settlement: The stipulated judgment entered in December, 2002 by HSBC Finance Corporation (formerly known as Household International, Inc), on behalf of itself and its subsidiaries, with the attorneys general of the various States (and/or similar regulatory officials) concerning the real estate secured retail branch-based operations of its consumer lending business of its subsidiaries, Household Finance Corporation and Beneficial Corporation operating under the brand names HFC and Beneficial.

Agreement: This Mortgage Loan Purchase Agreement.

Anti-Bribery Law: (a) The U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations issued thereunder; (b) the UK Bribery Act 2010; and (c) any other relevant law, rule, regulation, or other legally binding measure of any jurisdiction that relates to bribery or corruption.

Applicable Requirements: As of the time of reference, (i) the terms of the Mortgage Note and the Mortgage, (ii) all federal, state and local laws, statutes, rules, regulations and ordinances applicable to the servicing (including any servicing transfer) of or the purchase, sale, enforcement and insuring or guaranty of, or filing of claims in connection with, the related Mortgage Loans; (iii) all other judicial and administrative judgments, orders, stipulations, awards, writs and injunctions applicable to the servicing rights or the related Mortgage Loans; and (iv) general industry servicing standards applied by prudent mortgage loan servicers to mortgage loans similar to the Mortgage Loans.

Assignment of Mortgage: An assignment of the Mortgage, notice of transfer or equivalent instrument in recordable form (which may be assigned to “blank”), sufficient under the laws

of the jurisdiction wherein the related Mortgaged Property is located to reflect the assignment of the Mortgage to the Purchaser or the applicable Seller, as the case may be.

Bank: HSBC Bank USA, National Association.

Breach: As defined in Section 3.04(b).

Business Day: Any day other than (i) a Saturday or Sunday, (ii) a day on which banking and savings and loan institutions in the States of Illinois, Texas or New York are authorized or obligated by law or executive order to be closed or (iii) a day on which federal banks are authorized or obligated by law or executive order to be closed.

CFPB: As defined in Section 3.03(g).

CFPB Bulletin 2014-01: As defined in Section 3.03(g).

Closing: The consummation of the sale and purchase of the Mortgage Loans pursuant to this Agreement.

Closing Date: December 1, 2016. For the avoidance of doubt, the Closing Date begins at 12:00:01 a.m., New York time, on such date.

Code: The Internal Revenue Code of 1986, as amended, or any successor statute thereto.

Cure Period: As defined in Section 3.04(b).

Current Balance: With respect to each Mortgage Loan, as of any date of determination, the unpaid principal balance of the Mortgage Loan (which for the avoidance of doubt shall not include any non-interest bearing loan principal amount deferred as a result of a loan modification) as of such date of determination.

Cut-off Date: October 31, 2016.

Delivery Failure: As defined in Section 2.04.

Document Inventory Report: The report attached hereto as Exhibit F, which identifies the Mortgage Loan Documents included in the related Mortgage Loan File with respect to each Mortgage Loan as well as certain other documentation related to such Mortgage Loan.

First Lien Mortgage Loan: Each Mortgage Loan identified on the Mortgage Loan Schedule as a first lien Mortgage Loan as of the Cut-off Date.

GLB Act: As defined in Section 3.05(i).

Helping Families Act: The Helping Families Save Their Houses Act of 2009 (P.L. 111-22), as the same may be amended from time to time.

Insurance Proceeds: As defined in the Interim Servicing Agreement.

Interim Servicer: As defined in the Interim Servicing Agreement.

Interim Servicer Representative: HSBC Finance Corporation.

Interim Servicing Agreement: The Interim Servicing Agreement, dated as of December 1, 2016, by and among each Interim Servicer party thereto, the Interim Servicer Representative, the Bank, the Purchaser and the Successor Servicer.

Interim Servicing Period: As defined in the Interim Servicing Agreement.

Junior Lien Mortgage Loan: Each Mortgage Loan that is not a First Lien Mortgage Loan as of the Cut-off Date.

Law: Any applicable treaty, law, regulation or ordinance or any applicable principle of common law, civil law or equity or any direction, instruction, codes, guidelines, pronouncement, requirement or decision of an applicable Relevant Authority which is binding.

Liquidation Proceeds: As defined in the Interim Servicing Agreement.

Loss Mitigation: Any loan modification (including trial modification), loss mitigation, foreclosure alternative or foreclosure prevention effort or process, including pursuant to any federal, state or local program, or proprietary program of the related Seller, an Interim Servicer or the Bank, initiated or offered to the related borrower by the related Seller, Interim Servicer or the Bank with respect to any Mortgage Loan.

Lost Note Affidavit: A Lost Note Affidavit in substantially the same form as Exhibit E hereto, as such form may be modified based on jurisdictional requirements.

MERS: Mortgage Electronic Registration Systems, Inc., a Delaware corporation, or any successor in interest thereto.

MERS Mortgage Loan: Any Mortgage Loan as to which the related Mortgage or Assignment of Mortgage is registered with MERS on the MERS System on the date of this Agreement.

MERS System: The system of recording transfers of mortgages electronically maintained by MERS.

Mortgage: The mortgage, deed of trust or other instrument, which creates a lien on the related Mortgaged Property securing the related Mortgage Note.

Mortgage Loan: Each individual mortgage loan that is sold pursuant to this Agreement, as evidenced by such mortgage loan’s inclusion on the Mortgage Loan Schedule.

Mortgage Loan Data: Data and information that relates solely to the terms and status of Mortgage Loans other than loan level pricing information.

Mortgage Loan File: With respect to each Mortgage Loan, a file pertaining to such Mortgage Loan that contains the Mortgage Loan Documents for such Mortgage Loan.

Mortgage Loan Schedule: The schedule of Mortgage Loans set forth on Exhibit A hereto, which includes the information described on Exhibit C hereto.

Mortgage Note: The note or other evidence of the indebtedness of a Mortgagor.

Mortgaged Property: The property (or leasehold estate, if applicable) securing repayment of the debt evidenced by a Mortgage Note pursuant to the related Mortgage.

Mortgagor: The obligor on a Mortgage Note.

Notice of Breach: Written notice of a Breach of any of the representations and warranties made by the applicable Seller in Sections 3.01 and 3.02 of this Agreement, setting forth the following:

Pending Proceeding: As defined in Section 3.05.

Person: Any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust or unincorporated organization or association, or government body, agency or instrumentality.

Pricing Schedule: The schedule attached hereto as Exhibit B.

Purchase Price: With respect to each Mortgage Loan, the purchase price to be paid by the Purchaser for such Mortgage Loan which shall equal the sum of (A) the product of (i) the Current Balance of such Mortgage Loan as of the Cut-off Date and (ii) the Purchase Price Percentage, (B) with respect to any Mortgage Loan that is less than 60 days delinquent as of the Cut-off Date, the sum of (i) the amount set forth on the Pricing Schedule as accrued and unpaid interest through the Closing Date (for up to 59 days, assuming a Closing Date of December 1, 2016) and (ii) any unreimbursed Servicing Advances made by the applicable Interim Servicer or other servicer prior to the Cut-off Date and set forth on the Pricing Schedule, and (C) any accrued and unpaid fees set forth on the Pricing Schedule.

Purchase Price Percentage: With respect to a Mortgage Loan, the individual purchase price percentage for such Mortgage Loan set forth on the Pricing Schedule.

Purchaser: As defined in the preamble hereto.

Purchaser’s Associates: As defined in Section 3.03(i).

Relevant Authority: Any supervisory body or financial services or other regulatory authority, relevant securities commissions, stock exchange authorities, foreign exchange authorities, foreign investment authorities, competition and anti-trust authorities or similar entities or authorities, any government, government department or governmental, quasi-governmental, supranational, statutory, regulatory or investigative body, authority, agency, bureau, board, commission, association, institution, department, court of judicial authority, arbitrator, tribunal or instrumentality thereof in any applicable jurisdiction, including a tax authority.

Repurchased Mortgage Loan Schedule: The schedule of Mortgage Loans being repurchased on the applicable date of repurchase delivered in accordance with Section 3.04, which includes the information described on Exhibit J hereto.

Repurchase Price: With respect to any Mortgage Loan, a price equal to the sum of (A) (i) the Purchase Price for such Mortgage Loans, less (ii) any amounts collected by or on behalf of Purchaser following the Cut-off Date with regard to such Mortgage Loan and (B) with respect to any Mortgage Loan that was less than sixty (60) days delinquent as of the Cut-off Date, any Servicing Advances unreimbursed as of the related repurchase date (x) for which the Purchaser reimbursed the Interim Servicers on the Servicing Transfer Date and (y) for which the Purchaser or its designee has paid after the Servicing Transfer Date, in each case, in connection with such Mortgage Loan.

Sanctions: The sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by any of the Sanctions Authorities.

Sanctions Authorities: (a) The United States government; (b) the United Nations; (c) the European Union; (d) the United Kingdom; (e) Hong Kong; or (f) any other relevant sanctions authorities.

Seller: As defined in the preamble.

Seller Representative: As defined in Section 4.16(a).

Servicing Advances: All customary, reasonable and necessary “out-of-pocket” costs and expenses incurred in the performance by the Purchaser or its designee or any Seller, any Interim Servicer or any other servicer, as applicable, of its servicing obligations, including the cost (including reasonable attorneys’ fees and disbursements), related to (i) the preservation, restoration and protection of the Mortgaged Property, (ii) any enforcement of judicial proceedings, including foreclosures, (iii) any bankruptcy proceedings with respect to a Mortgage Loan, (iv) the management and liquidation of any foreclosed Mortgaged Property (including default management and similar services, appraisal services and real estate broker services), (v) effecting payment of taxes, assessments or any insurance premiums (including lender placed insurance premiums) and (vi) payments required to be made under Section 2(a) of the Interim Servicing Agreement; provided that, for the avoidance of doubt, the payments made by a Seller pursuant to Section 2.09 of this Agreement shall not constitute a Servicing Advance.

Servicing File: As to each Mortgage Loan, the file containing the documents relating to the origination and servicing of such Mortgage Loan that is retained by the applicable Interim Servicer, whether electronic or physical.

Servicing Transfer Date: As defined in the Interim Servicing Agreement.

Section 1.02    General Interpretive Principles. For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: (a) the terms defined in this Agreement have the meanings assigned to them in this Agreement and include the plural as well as the singular, and the use of any gender herein shall be deemed to include the other gender; (b) accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles; (c) references herein to “Articles,” “Sections,” “Subsections,” “Paragraphs,” and other Subdivisions without reference to a document are to designated Articles, Sections, Subsections, Paragraphs and other subdivisions of this Agreement; (d) reference to a Subsection without further reference to a Section is a reference to such Subsection as contained in the same Section in which the reference appears, and this rule shall also apply to Paragraphs and other subdivisions; (e) reference to a “Exhibit” or “Schedule” without reference to a document are to designated Exhibits or Schedules to this Agreement; (f) the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular provision; (g) the term “include” or “including” shall mean without limitation by reason of enumeration; (h) reference to this Agreement or any other document referenced herein shall include all exhibits or schedules thereto and shall refer to such document as amended, restated or modified from time to time; and (i) reference to (x) “Knowledge” of any of the Sellers or the Seller Representative or (y) “Known” by any of the Sellers or the Seller Representatives, in each case, means the actual knowledge of any of Kathryn Madison and Donald J. Scarcello, without implication of verification or investigation concerning such knowledge.

Section 2.01     Sale and Conveyance of Mortgage Loans. The Closing shall take place on the date hereof. Upon receipt of payment by the Seller Representative, by wire transfer in immediately available funds, of the Purchase Price from the Purchaser, each Seller hereby sells, conveys, transfers and assigns to the Purchaser, effective as of the Closing Date, without recourse except as explicitly set forth herein, all of its right, title and interest in and to the related Mortgage Loans and the related servicing rights in accordance with the terms and conditions set forth herein. Notwithstanding any other provision of this Agreement, the Purchase Price shall not exceed Four Billion Dollars ($4,000,000,000).

Section 2.02     Payment of the Purchase Price. In full consideration for each of the Mortgage Loans sold pursuant to Section 2.01, and upon the terms and conditions of this Agreement, no later than 1:00 p.m., New York time, on the Closing Date, the Purchaser shall pay to the Seller Representative the Purchase Price for the Mortgage Loans by wire transfer in immediately available funds to the account designated by the Seller Representative in writing. If any errors in calculating the Purchase Price at the Closing Date are discovered within ninety (90) days of the Closing Date, the party discovering such error shall provide written notice to the other party within thirty (30) days of such discovery together with documentation demonstrating that such error exists. Such error shall be corrected within five (5) Business Days of the non-discovering party’s receipt of notice of the

error and the appropriate payment shall be paid by the party that benefited from such error to the party adversely affected by such error.

Section 2.03     Entitlement to Payments on the Mortgage Loans. Except to the extent such amounts are required to be remitted to the applicable Mortgagor or are permitted to be retained by the applicable Seller or the applicable Interim Servicer pursuant to this Agreement or the Interim Servicing Agreement, the Purchaser shall be entitled to (a) all payments of principal actually received by the applicable Seller or the applicable Interim Servicer with respect to the Mortgage Loans after the Cut-off Date; (b) all payments of interest actually received by such Seller or the applicable Interim Servicer with respect to such Mortgage Loans after the Cut-off Date; and (c) all other monies collected or received by such Seller or the applicable Interim Servicer after the Cut-off Date with respect to such Mortgage Loans including any Liquidation Proceeds or Insurance Proceeds; provided, that, for the avoidance of doubt, in the event that a Mortgage Loan is repurchased by a Seller or its designee pursuant to this Agreement, such Seller or its designee shall be entitled to receive such amounts with respect to such Mortgage Loan following the date of such repurchase. Without limiting the foregoing, each Seller and the Purchaser agree that the Purchase Price paid for any Mortgage Loan for which the related Mortgage Note was extinguished prior to the Closing Date, and any monies collected or received with respect to such Mortgage Loan shall be retained by the related Seller, and such Seller shall refund the Purchase Price paid for such Mortgage Loan to the Purchaser on or before the tenth (10^th) Business Day following the Closing Date.

Section 2.04     Delivery of Mortgage Loan Documents. (a) Each Seller shall, or shall cause the party in possession of each Mortgage Loan File to, deliver pursuant to the terms of a bailee letter mutually agreed to by the Sellers and the Purchaser, the respective Mortgage Loan Documents for each related Mortgage Loan to the related bailee on or prior to the Closing Date. In the event that any of the Mortgage Loan Documents are not delivered pursuant to the foregoing sentence and such delivery failure materially and adversely affects the value of the affected Mortgage Loan or Purchaser’s interest therein (a “Delivery Failure”), the Seller shall deliver such missing document(s) to the Purchaser within one hundred and twenty (120) days after its receipt of a written request from the Purchaser to such effect; provided, that Purchaser shall not deliver any such written request after the date that occurs one hundred and thirty-five (135) days following the Closing Date. If any such missing Mortgage Loan Document is not delivered to Purchaser within the one hundred and twenty (120) day period specified in the foregoing sentence, the Seller shall, at its sole discretion, either, (i) promptly repurchase the affected Mortgage Loan at the Repurchase Price pursuant to and subject to the provisions set forth in Section 3.04 or (ii) reimburse to the Purchaser an amount equal to the mutually agreed to reduction in value of the affected Mortgage Loan based upon the Delivery Failure, which in no event shall exceed the lesser of (x) the applicable Repurchase Price and (y) the related Purchase Price. In the event that the applicable Seller elects the option described in clause (ii) in the immediately preceding sentence, the Seller and the Purchaser shall promptly negotiate in good faith to reach a mutual agreement with respect to the applicable reimbursement amount; provided, that if Purchaser and the applicable Seller are unable to mutually agree upon a permanent reduction in value of the affected Mortgage Loan caused by the Delivery Failure of such Mortgage Loan Document within the one hundred and twenty (120) day period specified in the foregoing sentence, then the applicable Seller shall promptly (i) repurchase the affected Mortgage Loan at the applicable Repurchase Price pursuant to and subject to the provisions set forth in Section 3.04 or (ii) refer the issue to arbitration pursuant to the provisions set for in Section 3.05(i). For the avoidance of doubt, the terms of this Section 2.04 only apply to Mortgage Loan Documents related to a Mortgage Loan if such Mortgage Loan Documents are both (x) of a type described in Exhibit D and (y) identified

on the Document Inventory Report or Exhibit K for such Mortgage Loan. The terms of this Section 2.04 do not apply to any Mortgage Loan Document identified as missing on Exhibit G.

(b)    In addition to the forgoing, each Seller shall deliver (or cause to be delivered) a limited power of attorney to Purchaser, substantially in the form attached hereto as Exhibit H.

Section 2.05     No Recourse; As Is, Where Is. None of the Sellers, the Seller Representative, the Interim Servicers, the Interim Servicer Representative or the Bank shall be liable to the Purchaser, or the Purchaser’s successors, successors-in-title, legal representatives or assigns, should any borrower fail to perform any of such borrower’s obligations under the Mortgage Loan Documents. As of the date hereof, one or more defaults and/or events of default by the borrowers may have occurred and may be continuing under the Mortgage Loan Documents. EXCEPT FOR THE LIMITED AND EXPRESS REPRESENTATIONS AND WARRANTIES OF THE SELLERS SET FORTH IN ARTICLE III, THE PURCHASER IS PURCHASING THE MORTGAGE LOANS (A) SUBJECT TO ALL DEFAULTS AND EVENTS OF DEFAULT THAT MAY HAVE OCCURRED OR MAY BE CONTINUING AS OF THE CLOSING DATE, AND (B) “AS IS,” “WHERE IS” AND “WITH ALL FAULTS,” AND WITHOUT ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY TYPE, KIND, CHARACTER OR NATURE (INCLUDING REPRESENTATIONS OR WARRANTIES AS TO THE GENUINENESS, LEGALITY, VALIDITY, SUFFICIENCY OR ENFORCEABILITY OF ANY MORTGAGE LOAN DOCUMENT; OR AS TO THE FINANCIAL CONDITION OF ANY BORROWER; OR AS TO THE VALIDITY, ENFORCEABILITY, ATTACHMENT, PRIORITY OR PERFECTION OF ANY SECURITY INTERESTS GRANTED (OR PURPORTED TO BE GRANTED) IN ANY MORTGAGED PROPERTY OR ANY OTHER COLLATERAL; OR AS TO COMPLIANCE WITH LAW OF ANY PROCEEDINGS COMMENCED WITH RESPECT TO ANY MORTGAGE LOAN DOCUMENT; OR AS TO ANY MATTER FOR WHICH WARRANTIES WOULD BE IMPLIED UNDER ARTICLE 3 OR ARTICLE 9 OF THE UNIFORM COMMERCIAL CODE, INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; OR AS TO THE SERVICING OF THE MORTGAGE LOANS OR THE COLLECTION EFFORTS OF ANY SERVICER), AND WITHOUT RECOURSE OF ANY NATURE TO THE SELLERS, (EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT). WITHOUT LIMITING THE FOREGOING, EXCEPT FOR THE LIMITED REPRESENTATIONS AND WARRANTIES OF EACH SELLER SET FORTH IN THIS AGREEMENT, THE PURCHASER IS PURCHASING THE MORTGAGE LOANS WITHOUT ANY REPRESENTATION OR WARRANTY WITH RESPECT TO: (I) THE COLLECTABILITY OR VALUE OF THE MORTGAGE LOANS; (II) THE CREDITWORTHINESS OF BORROWERS OR THE ABILITY OF BORROWERS TO PERFORM PURSUANT TO THE TERMS AND CONDITIONS OF THE MORTGAGE LOAN DOCUMENTS; (III) THE VALUE OR PHYSICAL CONDITION OF ANY MORTGAGED PROPERTY OR ANY OTHER COLLATERAL; (IV) BORROWERS’ OR ANY OTHER PERSON’S OWNERSHIP OF OR TITLE TO ANY MORTGAGED PROPERTY OR OTHER PROPERTY SECURING OR SUPPORTING, DIRECTLY OR INDIRECTLY, THE PAYMENT OF THE MORTGAGE LOANS; (V) THE EXTENT, VALIDITY, PRIORITY OR PERFECTION OF ANY MORTGAGE OR OTHER LIEN RELATING TO THE MORTGAGE LOANS; (VI) THE CONTENT, COMPLETENESS OR ACCURACY OF ANY DUE DILIGENCE MATERIALS OR MORTGAGE LOAN FILES; OR (VII) ANY OTHER MATTER CONCERNING ANY MORTGAGE LOAN, MORTGAGE LOAN DOCUMENT, MORTGAGE LOAN FILE, MORTGAGED PROPERTY OR MORTGAGE, EXCEPT AS MAY BE OTHERWISE EXPRESSLY STATED HEREIN.

Section 2.06     Mortgage Loan Files. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 2.04 AND ARTICLE III, THE PURCHASER UNDERSTANDS AND ACKNOWLEDGES THAT THE MORTGAGE LOAN FILES WERE NOT PREPARED FOR THE PURCHASER OR TO BE RELIED UPON BY THE PURCHASER, THAT THE MORTGAGE LOAN FILES MAY BE INCOMPLETE OR OUTDATED OR MAY CONTAIN ERRORS, OMISSIONS OR INACCURATE AND CONFLICTING INFORMATION, AND THAT NONE OF THE SELLERS OR THE SELLER REPRESENTATIVE HAS ATTEMPTED TO VERIFY, CORRECT OR RECONCILE THE INFORMATION IN THE MORTGAGE LOAN FILES. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 2.04 AND ARTICLE III, THE PURCHASER IS ASSUMING ALL RISKS RELATED TO THE ACCURACY AND COMPLETENESS OF THE MORTGAGE LOAN FILES. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 2.04 AND ARTICLE III, PURCHASER UNDERSTANDS AND ACKNOWLEDGES THAT ANY REPORT OR DOCUMENT IN THE MORTGAGE LOAN FILES THAT MAY BE PROVIDED BY THE SELLERS IS BEING PROVIDED WITHOUT REPRESENTATION OR WARRANTY AS TO THE COMPLETENESS, ACCURACY OR SUFFICIENCY OF THE FACTS, ASSUMPTIONS OR CONCLUSIONS CONTAINED THEREIN. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 2.04 AND ARTICLE III, THE PURCHASER HEREBY WAIVES, RELEASES AND AGREES NEVER TO ASSERT ANY CLAIMS AGAINST ANY SELLER, THEIR RESPECTIVE AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES OR THE PREPARERS OF THE MORTGAGE LOAN FILES THAT COULD BE BASED UPON RELIANCE ON THE MORTGAGE LOAN FILES.

Section 2.07     Right to Repurchase Mortgage Loans. From and after the Closing Date, upon written notice by the Seller Representative on behalf of the applicable Seller to the Purchaser, such Seller or its designee shall have the right, but not the obligation, to repurchase any Mortgage Loan by paying to the Purchaser the Repurchase Price at such time for such Mortgage Loan, (i) if such Seller reasonably determines that there is a pending or threatened (a) claim, action, suit, arbitration, or proceeding by a private litigant, or (b) claim, action, suit, inquiry, proceeding or investigation by or before any governmental authority (a “Litigation”) relating to or otherwise concerning such Mortgage Loan, or the servicing thereof or the related borrower, and either (a) such Litigation names any of the Sellers, any Interim Servicer or the Bank, or their respective affiliates, as a party or otherwise involves the interests of any such Person therein or (b) such Seller otherwise reasonably determines that such Litigation cannot be resolved, or that the interests of any Seller, the Seller Representative, any Interim Servicer or the Bank, or their respective affiliates, cannot be adequately protected, without a Seller or an affiliate of a Seller owning such Mortgage Loan, or (ii) if Seller is required to reimburse Purchaser for delinquent taxes and tax assessments pursuant to Section 2.09 and the amount of such delinquent taxes and tax assessments is equal or greater than the applicable Purchase Price; provided, that, solely to the extent that either (x) the Purchaser has sold the affected Mortgage Loan to a third-party purchaser prior to the Purchaser’s receipt of notice of the Seller’s election to repurchase such Mortgage Loan or (y) the Mortgage Loan is subject to a securitization at the time of the Purchaser’s receipt of such notice, then Purchaser will not be required to resell such Mortgage Loan to the applicable Seller or its designee under clause (i) or (ii) above; provided if the respective Mortgage Loan cannot be repurchased under clause (ii) because it is no longer owned by Purchaser, then the amount payable under Section 2.09 shall not exceed the Purchase Price. The closing of any such repurchase of a Mortgage Loan shall take place on a mutually agreeable date no later than thirty (30) days after receipt by the Purchaser of a written notice from the Seller Representative on behalf of the applicable Seller setting forth a Seller’s election to exercise its repurchase rights under this Section 2.07, and, upon the closing of such repurchase, the Purchaser shall make customary representations and warranties with respect to the repurchased Mortgage Loan

of a nature substantially similar to the representations and warranties made in this Agreement by the applicable Seller with respect to such Mortgage Loan. On the date of such repurchase, the Purchaser shall deliver to such Seller or its designee the related Mortgage Loan File by an overnight courier designated by the Seller Representative or such Seller at such Seller’s expense and shall take any additional action and execute any additional documents or instruments requested by the Seller Representative or such Seller to transfer the ownership of such Mortgage Loan to such Seller or its designee. With respect to each Mortgage Loan repurchased by a Seller or its designee pursuant to this Section 2.07, from and after the date of such repurchase, the Sellers or their affiliates shall have no further obligation or liability to the Purchaser with respect to such Mortgage Loan. Purchaser shall promptly deliver to the Seller Representative such information as the Seller Representative may reasonably request with respect to any Mortgage Loan that is subject to Litigation.

Section 2.08     Helping Families Act. The Purchaser shall deliver the Section 404 Notice required by the Helping Families Act with respect to each Mortgage Loan to each Mortgagor in accordance with applicable law within thirty (30) days after the Closing Date and shall bear all costs associated with providing such notices.

Section 2.09     Payment of Delinquent Taxes. Each Seller covenants and agrees that with respect to any real property taxes and tax assessments affecting the Mortgaged Property related to a First Lien Mortgage Loan sold by such Seller, which are due and payable prior to or on the Cut-off Date but have not been paid on or prior to the Closing Date:

Section 2.10     Assignments of Mortgage

Assignment of Mortgage, for each Mortgage Loan currently recorded in the name of a Seller that is not a MERS Mortgage Loan, which Assignment of Mortgage shall be in the name of the applicable Seller as assignor and the Purchaser or its designee as assignee; provided, that Purchaser shall not be required to record any such Assignment of Mortgage until after all intervening assignments related to such Mortgage Loan have been delivered, and the Purchaser shall have 90 days from the date of its receipt of such missing intervening assignments in which to deliver for recording in the appropriate recording office the related Assignment of Mortgage. The Purchaser shall execute the Assignment of Mortgage of behalf of the applicable Seller by and through the power of attorney that will be provided by the Seller Representative on behalf of the Sellers in the form of Exhibit H. Upon the request of the Seller Representative, the Purchaser shall provide or shall cause to be provided documentation evidencing any such executed and recorded Assignment of Mortgage. If within 180 days of the Closing Date (or within 90 days of receipt by Purchaser of any missing intervening assignments), the Purchaser or its designee has not delivered for recording in the appropriate recording office an Assignment of Mortgage for each Mortgage Loan that is not a MERS Mortgage Loan, as described above, the Purchaser agrees that the Seller Representative, on behalf of the Purchaser, may record any Assignment of Mortgage in the name of the Purchaser or its designee, at the Purchaser's sole expense; provided, that the Seller Representative shall not record any such Assignment of Mortgage if Purchaser is required to delay recording due to outstanding intervening assignments related to such Mortgage Loan remaining undelivered.

Section 3.01     Representations and Warranties Respecting the Seller. Each of the Sellers (referred to individually in this Section 3.01 as the “Seller”) hereby represents, warrants and covenants solely with respect to itself to the Purchaser that, as of the date hereof:

governing documents or result in a material breach of any legal restriction or any material agreement or instrument to which the Seller is now a party or by which it is bound, or constitute a material default or result in an acceleration under any of the foregoing, or result in the violation of any material law, rule, regulation, order, judgment or decree to which either it or its respective property is subject;

Section 3.02     Representations and Warranties Respecting the Mortgage Loans. Each of the Sellers (referred to individually in this Section 3.02 as the “Seller”) hereby represents, warrants and covenants to the Purchaser that, solely with respect to each Mortgage Loan being sold by it, as of the date hereof, except as otherwise indicated below and except as set forth on Exhibit G attached hereto:

interfere with the benefits of the security intended to be provided by the Mortgage or the use, enjoyment, value or marketability of the related Mortgaged Property and (v) in the case of a Junior Lien Mortgage Loan, any applicable senior lien on the related Mortgaged Property; and

Section 3.03     Representations and Warranties Respecting the Purchaser. The Purchaser represents, warrants and covenants to each Seller that, as of the date hereof:

by the Purchaser of this Agreement or the consummation of the transactions contemplated by this Agreement or if required, such consent, approval, authorization or order has been obtained.

mortgage servicing regulations 12 C.F.R. Parts 1026 and 1024, CFPB Bulletin 2014-01 and other applicable CFPB rules and regulations.

Section 3.04     Remedies for Breach of Representations and Warranties.

assignees or servicers, the Purchaser shall, or shall cause Successor Servicer to execute an Assignment of Mortgage from the assignee identified on such Completed Assignment of Mortgage to the applicable Seller or to blank and deliver the same to the Seller Representative on or prior to the fifth (5^th) Business Day after the repurchase date.

(“JAMS”), at such Seller’s sole discretion, in the manner and under the terms and conditions specified in the remainder of this Section 3.04(i):

Section 3.05     The Purchaser Acknowledgements, Agreements and Covenants.

If any of the Mortgage Loans are or become the subject of any litigation, claim, suit or cause of action of any kind for which Seller or any of its affiliates is the plaintiff (including bankruptcy, foreclosure or eviction proceedings) or the Mortgagor is or becomes the subject of a bankruptcy proceeding that is known to the Purchaser based on information provided to it by or on behalf of the Seller or the Seller Representative or is otherwise known to the Purchaser (each, a “Pending Proceeding”), the Purchaser shall, or shall cause its servicer, at its sole cost and expense, (i) with respect to bankruptcy proceedings, within twenty-one (21) days after the related Servicing Transfer Date and (ii) for all other Pending Proceedings, within thirty (30) days after the related Servicing Transfer Date, in each case, (A) notify the appropriate court officer, all counsel of record and all other parties entitled to notice with respect to each Mortgage Loan that is in foreclosure or bankruptcy of the transfer of the Mortgage Loan from the applicable Seller or Interim Servicer to the Purchaser or its servicer, (B) file pleadings to substitute counsel (unless said counsel has agreed to represent the Purchaser or its servicer in the proceedings at the Purchaser’s sole cost and expense), and (C) remove such Seller or Interim Servicer as a party in such Pending Proceeding and substitute the Purchaser or its servicer as the real party in interest, and change the caption thereof accordingly, including take any action necessary to transfer any related proofs of claim filed by any Seller, Interim Servicer or the Seller

Representative with respect to a bankruptcy proceeding to Purchaser. The Purchaser acknowledges that its failure to comply with the provisions of this paragraph may affect the Purchaser’s rights in any such Pending Proceeding, including a dismissal with prejudice or the running of any statute of limitations if any such Pending Proceeding is dismissed. The Purchaser hereby agrees to indemnify and hold harmless each Seller, each Interim Servicer, the Seller Representative and their respective affiliates and any of their respective employees, officers, directors and agents (y) from all fees, costs and expenses accruing from and after the Closing Date and relating to any such Pending Proceeding and (z) for any loss, damages, penalties, fines, forfeitures, legal fees and related costs, judgments and other costs and expenses resulting from any claim, investigation, inquiry, demand, defense or assertion relating to, based upon or otherwise pertaining to any act or failure to act by the Purchaser pursuant to clauses (i) or (ii) of this Section 3.05(e) in connection with any such Pending Proceeding arising after the Closing Date. The Purchaser and the Sellers shall cooperate and assist each other, as reasonably requested, to ensure an orderly transfer of the responsibilities with respect to the handling of any Mortgage Loan that is subject to a Pending Proceeding on the Servicing Transfer Date.

Without limiting the foregoing, in the event that Purchaser fails to perform its covenants under this Section 3.05(e) in any material respects, the Seller Representative elect to (a) perform the obligations of the Purchaser under this Section 3.05(e) on its behalf, or (b) have the obligations of the Purchaser under this Section 3.05(e) performed by a third party selected by the Seller Representative, in each case, at the Purchaser’s sole expense. Without limiting the foregoing, the Seller Representative, in its own name or in the name of the Purchaser, is hereby authorized and empowered by the Purchaser, to execute and deliver, on behalf of the Purchaser, any documents or instruments necessary or convenient, in the sole discretion of the Seller Representative to accomplish the foregoing.

Section 4.01     Notices. All demands, notices and communications required to be provided hereunder shall be in writing and shall be deemed to have been duly given if mailed, by registered or certified mail, postage prepaid, and return receipt requested, on the third Business Day after the same is deposited in the U.S. Mail, or, if by other means, including by e-mail, when received by the other party at the address set forth below or such other address as may hereafter be furnished to the other party by like notice.

Section 4.02     Confidentiality. (1) The parties hereto acknowledge and agree that, subject to Sections 4.02(b) and 4.02(c) below, the terms of this Agreement (including information furnished or to be furnished in connection with this Agreement other than Mortgage Loan Data) shall be kept confidential and their contents will not be divulged to any Person without the other party’s prior written consent, other than, on a need to know basis, to such divulging party’s employees, officers, directors, counsel, due diligence and other vendors, servicers, accountants, advisors and agents who are involved in matters directly related to the transactions contemplated by this Agreement and have a duty of confidentiality to such party that is consistent with the terms of this Section 4.02; provided that pricing and other financial information and asset level representations and warranties may not be provided to any such person without the Seller Representative’s prior written consent. For the avoidance of doubt, the Purchaser agrees to be responsible for any breach of this Section 4.02 by any

of the parties in the prior sentence. Notwithstanding the foregoing, in the event that a party (i) is requested or required by law or regulation (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or other process), (ii) determines in good faith that it is necessary to disclose this Agreement (or parts thereof) to its agents hereunder or to defend itself in a litigation arising from the purchase contemplated hereby, or (iii) is required by the rules and regulations or any action of a stock exchange to disclose or announce the terms of this Agreement (including information furnished or to be furnished in connection with this Agreement other than Mortgage Loan Data), it will provide, if legally permitted, the other parties with prompt written notice of any such request or requirement so that the other parties may seek an appropriate protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 4.02, and the parties will reasonably cooperate to obtain any such protective order or other remedy; provided that the other parties may not seek such protective order or other remedy to the extent such disclosure or announcement is required by the rules and regulations or any action of a stock exchange. If, failing the entry of a protective order or other appropriate remedy or the receipt of a waiver hereunder, disclosure or announcement of any such terms or information is required, the affected party may disclose or announce only that portion of such terms or information which its legal counsel advises it that it is legally compelled to disclose and will exercise its reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded any information so furnished. In any event, no party shall oppose action by any party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded any such information. Additionally, nothing contained herein is intended to seek confidential treatment for or limit disclosure of information that is in or becomes available to the public other than as a result of an unauthorized disclosure in violation of the terms of this provision. Notwithstanding anything herein to the contrary none of the Sellers or the Sellers Representative will be required to give notice to Purchaser of any request or requirement of any disclosure that is made by a regulator or similar governmental authority of any of the Sellers, the Sellers Representative or their affiliates, in connection with a due course examination of the Sellers, the Sellers Representative or any of their affiliates, or any due course requirement by a regulator or similar governmental authority requiring notice relating to the terms of this Agreement to be provide by any of the Sellers, the Seller Representative or any of their affiliates.

(b)    Where any information falling within Section 4.02(a) is required to be disclosed by a party- either by law, regulation or in connection with the rules of any stock exchange on which the securities of that party are listed or traded, Section 4.02(a) shall not apply to such information and the affected party shall, where reasonably practicable in the circumstances, give the other parties a copy of any such disclosure and, taking into account the urgency and content requirements of the disclosure, give the other parties an opportunity to make reasonable comments.

(c)    Notwithstanding the foregoing but subject to the terms of Section 4.17, the parties may disclose any financial terms of this Agreement (including the transaction date, unpaid principal balance, carrying value, cash proceeds received, loss/gain on sale but excluding disclosure of the sale price as a percentage of the unpaid principal balance) without notice to the other party. For the avoidance of doubt, the parties shall not disclose the identities of the other parties hereto except as permitted pursuant to the terms of Sections 4.02(a) and 4.02(b), and Purchaser may disclose to prospective transferees the identity of the originator and previous owner(s) and servicer(s) of the Mortgage Loans.

Section 4.03     Payment of Costs and Expenses. Unless otherwise provided for in this Agreement, each of the parties hereto shall bear their own costs and expenses in connection with the purchase and sale of the Mortgage Loans, including the legal fees and expenses of their respective attorneys. Notwithstanding the foregoing, however, the Purchaser shall bear any and all of its own

costs and expenses incurred in connection with conducting due diligence on the related Mortgage and any sale, use, value added, transfer, recording, stamp, excise, real property transfer or similar taxes (but excluding income taxes) imposed in connection with the purchase and sale of the Mortgage Loans.

Section 4.04     No Special Damages. In no event shall any party hereto be liable for any indirect damages, including consequential, incidental, exemplary or special damages, or any punitive damages pursuant to this Agreement; provided that this Section 4.04 shall not preclude a party from bringing an action for specific performance or other equitable remedy to require a party to perform its obligations under this Agreement.

Section 4.05     Bulk Sales. The Purchaser hereby waives compliance by the Sellers with the provisions of the laws of any jurisdiction relating to a bulk sale or transfer of assets that may be applicable to the transfer of the Mortgage Loans.

Section 4.06     Sale Treatment. It is the express intention of the parties that the transactions contemplated by this Agreement be, and be construed as, a sale of the Mortgage Loans by each Seller and not a pledge of the Mortgage Loans by such Seller to the Purchaser to secure a debt or other obligation of such Seller. Further, the transactions contemplated by this Agreement are not intended in any way to constitute the sale of a “security” or “securities” within the meaning of any applicable securities laws, and none of the representations, warranties or agreements of any Seller or the Purchaser shall create any inference that the transactions involve any “security” or “securities.” Consequently, the sale of each Mortgage Loan shall be reflected as a sale on the applicable Seller’s and the Purchaser’s business records, tax returns and financial statements. Accordingly, each Seller and the Purchaser shall each treat the transaction for federal income tax purposes as a sale by such Seller, and a purchase by the Purchaser, of the applicable Mortgage Loans.

Section 4.07     Entire Agreement. This Agreement, together with the exhibits attached hereto, including any amendments thereto, constitute the entire understanding between the parties hereto with respect to the Mortgage Loans and the servicing rights related thereto and supersede all prior or contemporaneous oral or written communications regarding same. The parties hereto understand and agree that no employee, agent or other representative of a party has any authority to bind such party with respect to any statement, representation, warranty or other expression unless said statement, representation, warranty or other expression is specifically included within the express terms of this Agreement.

Section 4.08     Amendment. This Agreement shall not be modified, amended, waived or in any way altered except by an instrument in writing signed by each Seller, the Seller Representative and the Purchaser.

Section 4.09     Governing Law; Waiver of Jury Trial; Venue. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF NEW YORK GENERAL OBLIGATIONS LAW).

EACH PARTY HERETO HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK

LOCATED IN THE BOROUGH OF MANHATTAN AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH PARTY HERETO HEREBY CONSENTS TO PROCESS BEING SERVED IN ANY SUIT, ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT, OR ANY DOCUMENT DELIVERED PURSUANT HERETO BY THE MAILING OF A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, RETURN RECEIPT REQUESTED, TO ITS RESPECTIVE ADDRESS SPECIFIED AT THE TIME FOR NOTICES UNDER THIS AGREEMENT.

Section 4.10     Severability Clause. Any part, provision, representation or warranty of this Agreement that is prohibited or which is held to be void or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Any part, provision, representation or warranty of this Agreement which is prohibited or unenforceable or is held to be void or unenforceable in any jurisdiction shall be ineffective, as to such jurisdiction, to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. To the extent permitted by applicable law, the parties hereto waive any provision of law that prohibits or renders void or unenforceable any provision hereof.

Section 4.11     Successors and Assigns; Third Party Beneficiaries. This Agreement shall bind and inure to the benefit of and be enforceable by each Seller, the Seller Representative, and the Purchaser and the respective permitted successors and assigns of each Seller and the Purchaser. No party may assign this Agreement without the prior written consent of the other parties hereto. This Agreement does not and is not intended to confer any rights or remedies upon any Person other than each Seller, the Seller Representative and the Purchaser; provided, that each Interim Servicer, the Interim Servicer Representative and the Bank shall be a third party beneficiary hereof and mortgagors shall be third party beneficiaries hereof solely with respect to the Purchaser’s covenants in Section 3.05(d).

Section 4.12     Reproduction of Documents. This Agreement and all documents relating thereto, including (a) consents, waivers and modifications which may hereafter be executed, (b) documents received by any party at the closing, and (c) financial statements, certificates and other information previously or hereafter furnished, may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. The parties agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.

Section 4.13     Survival. Subject to the limitations set forth in Section 3.04, the representations, warranties, indemnities, covenants and agreements of the parties provided in this Agreement and the parties’ obligations hereunder shall survive the execution and delivery of this Agreement.

Section 4.14     Further Assurances. The parties shall, upon the written request of the other, execute and deliver to each other such reasonable and appropriate additional documents, instruments or agreements as may be reasonably necessary or appropriate to effectuate the purposes of this Agreement.

Section 4.15     Counterparts. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original, and may be executed and delivered by facsimile or electronic transmission; such counterparts, facsimiles and electronic transmissions, together, shall constitute one and the same agreement.

Section 4.16     Seller Representative.

Section 4.17     Press Releases. Unless obligated by law or regulatory authority or required by the rules and regulations or any action of a stock exchange, none of the parties hereto shall make, or cause to be made, any press release or public announcement in respect of this Agreement, any of the ancillary agreements, or the transactions contemplated hereby or thereby or otherwise communicate with any news media in respect thereof without the prior written consent of the other parties. The parties hereto shall cooperate as to the form, timing and contents of any such press release, public announcement or communication.

IN WITNESS WHEREOF, the parties hereto have caused their names to be signed to this Mortgage Loan Purchase Agreement by their respective officers thereunto duly authorized as of the date first above written.