Exhibit 2.1

EXECUTION VERSION

ASSET PURCHASE AGREEMENT

by and between

BANC OF CALIFORNIA, NATIONAL ASSOCIATION,

and

CALIBER HOME LOANS, Inc.

Dated as of February 28, 2017

TABLE OF CONTENTS

TABLE OF CONTENTS

(continued)

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TABLE OF CONTENTS

(continued)

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List of Items in the Disclosure Schedules

to the Asset Purchase Agreement, dated February 28, 2017,

by and between Banc of California, N. A. and Caliber Home Loans, Inc.

Seller Disclosure Schedules

1.1(a) Business Employees (Excluding Loan Officers)

1.1(b) Loan Officers

1.1(c) Knowledge of the Seller

2.1(a) Purchased Assets

3.2(a) Consents and Approvals

3.3 Compliance with Laws; Litigation

3.4 Absence of Changes

3.5(b) Certain Labor Matters

3.6(a) Employee Benefits

3.7 Broker’s Fees

3.13(a) In-Process Mortgage Loans

3.16(b) Leased Real Property

5.3(a) Offers of Employment

5.9(c)(xiii) Residential Mortgage Lending Loan Pricing Policy

5.9(j) Diligence Items

5.11 Non-Terminated Contracts

Buyer Disclosure Schedules

1.1(a) Knowledge of Buyer

4.4 No Brokers

ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT, dated as of February 28, 2017 (this “ Agreement ”), is made by and between BANC OF CALIFORNIA, National Association, a national banking association (the “ Seller ”), and CALIBER HOME LOANS, Inc., a Delaware corporation (“ Buyer ”).

RECITALS

WHEREAS, the Seller has been in the business of originating residential Mortgage Loans under its “Banc Home Loans” division (the “ Business ”), and is the owner of the assets and liabilities constituting the Business;

WHEREAS, on the terms and subject to the conditions set forth herein, at the Closing, the Seller desires to sell, transfer and assign to Buyer, and Buyer desires to purchase from the Seller, all of the Seller’s right, title and interest in and to all of the Purchased Assets;

WHEREAS, in connection with the purchase of the Purchased Assets, Buyer agrees, on the terms and subject to the conditions set forth herein, to assume all of the Assumed Liabilities;

WHEREAS, Buyer and the Seller have entered into the transition services agreement attached hereto as Exhibit A , dated as of the date hereof, but effective as of the Closing Date (the “ Transition Services Agreement ”), pursuant to which each party shall provide, or cause to be provided, certain transitional services to the other party after the Closing Date;

WHEREAS, the Managing Director has entered into an employment agreement with Buyer as of the date hereof, with such agreement effective as of April 28, 2017 (the “ Managing Director Employment Agreement ”); and

WHEREAS, the parties to this Agreement acknowledge that all of the transactions contemplated by this Agreement are part of one integrated transaction.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, intending to be legally bound, it is hereby agreed among the parties as follows:

DEFINITIONS

1.1         Definitions .     For purposes of this Agreement, the following terms have the meanings set forth below:

“ Accounting Issues ” has the meaning set forth in Section 2.9 .

“ Accounting Principles ” means GAAP, consistently applied using the accounting principles, policies, procedures, practices, applications and methodologies set forth on Exhibit B .

“ Acquired Contracts ” has the meaning set forth in Section 2.1(a)(iv) .

“ Action ” has the meaning set forth in Section 9.6(a) .

“ Additional Incentives ” has the meaning set forth in Section 5.3(i) .

“ Adjusted NBV Certificate ” has the meaning set forth in Section 2.6(a) .

“ Adjusted Net Book Value ” has the meaning set forth in Section 2.6(a) .

“ Affiliate ” means, with respect to any Person, any other Person who directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such Person. As used herein, “control” (including the terms “controlled by” and “under common control”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management, affairs and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“ Agency ” means any government sponsored secondary mortgage market enterprise or entity that acquires, owns, insures or guarantees Mortgage Loans, including for purposes of this Agreement, Fannie Mae, Ginnie Mae, Freddie Mac, VA, FHA, HUD and USDA.

“ Agreed Claims ” has the meaning set forth in Section 9.4(c) .

“ Agreement ” has the meaning set forth in the Preamble.

“ Ancillary Agreements ” means, collectively, the Buyer Ancillary Agreements and the Seller Ancillary Agreements.

“ Applicable Requirements ” means all contractual obligations of, and all requirements of Law and Orders and any Agency requirements or guidelines applicable to, the Business, the Purchased Assets or the Seller and the accepted mortgage origination, servicing and sales practices of prudent mortgage lending institutions that originate, sell or service mortgage loans of the same or similar type as the In-Process Mortgage Loans originated or serviced by the Seller in the jurisdictions where the related mortgaged properties are located.

“ Assumed Liabilities ” has the meaning set forth in Section 2.3(a) .

“ Audit ” means any audit, assessment or other inquiry or examination relating to Taxes by any Taxing Authority (or any third-party to whom a Tax is required to be paid) or any Proceeding relating to Taxes.

“ Basket ” has the meaning set forth in Section 9.1(b)(ii) .

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“ Benefit Plan ” means each “employee benefit plan” (as defined in Section 3(3) of ERISA) and each other employee benefit or compensation plan, policy, practice, program, agreement or arrangement, including any such plan, policy, practice program, agreement or arrangement relating to stock options, stock purchases, stock awards, deferred compensation, bonus, severance, retention, employment, change of control, fringe benefits, supplemental benefits or other employee benefits, in each case, sponsored, maintained or contributed to by the Seller or any of its Affiliates, or to which the Seller or any of its Affiliates is a party, for the benefit of Business Employees or in which Business Employees participate or to which any Business Employee is a party, other than any Multiemployer Plan.

“ Bill of Sale, Assignment and Assumption Agreement ” means the Bill of Sale, Assignment and Assumption Agreement substantially in the form of Exhibit C , or such other form as mutually agreed between the parties.

“ Books and Records ” means all material books, records, data, manuals, paper and computer files and other materials to the extent related to the Business, the Transferred Employees, the Leased Real Property, the Purchased Assets or the Assumed Liabilities, including operating and production records, quality control records, client credit data, client lists, refined lists, business plans, budgets, and, to the extent permitted under applicable Law, copies of the job application, resume, most recent compensation agreement, Form I-9, Form W-4, state withholding tax certificate, and offer letter, as applicable, of each of the Transferred Employees in possession, held at the direction or under the control of Seller or its Affiliates (such personnel records, the “ Personnel Records ”). Notwithstanding the foregoing, Books and Records shall not include any Mortgage Files; any archived emails or other electronic communications not available on the current personal computers of any Transferred Employee; any information that contains information that does not relate to the Business and that cannot be extracted or separated from such information that does not relate to the Business without unreasonable effort or expense; any personnel files relating to employees of the Seller or any of its Affiliates (excluding such files relating to the Transferred Employees); any information subject to attorney-client or other legal privilege of the Seller or its Affiliates; any information relating to the Excluded Assets or the Excluded Liabilities; the Seller’s or its Affiliates’ record books containing minutes of meetings of its directors or shareholders (or their equivalents) or other corporate governance matters; any information the transfer or disclosure of which is restricted by applicable Law or any agreement by which the Seller or its Affiliates is bound; any correspondence with any Governmental Body to the extent not related to the Business; and any Tax Returns or any other information related to Taxes of the Seller or its Affiliates to the extent not related to the Business ( provided , that the Seller shall use commercially reasonable efforts to separate the Tax information relating to the Purchased Assets and Assumed Liabilities and provide it to Buyer).

“ Business ” has the meaning set forth in the Recitals.

“ Business Benefit Plan ” means each Benefit Plan maintained solely and exclusively for the benefit of Business Employees.

“ Business Day ” has the meaning set forth in Section 1.2(a)(iii) .

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“ Business Employee ” means the (a) employees of the Seller and its Affiliates identified on Schedule 1.1(a) of the Seller Disclosure Schedules and (b) the Loan Officers identified on Schedule 1.1(b) of the Seller Disclosure Schedules.

“ Buy-Out Amount ” means an amount equal to $35,000,000, less the aggregate amount of all Earn-Out Amounts paid prior to the date on which Buyer makes the payment of the Buy-Out Amount.

“ Buyer ” has the meaning set forth in the Preamble.

“ Buyer 401(k) Plan ” has the meaning set forth in Section 5.3(g) .

“ Buyer Ancillary Agreements ” means, collectively, the Bill of Sale, Assignment and Assumption Agreement, the Transition Services Agreement and all other agreements, instruments and documents being or to be executed and delivered by Buyer or any of its Affiliates under this Agreement or in connection herewith.

“ Buyer Benefit Plan ” has the meaning set forth in Section 5.3(b) .

“ Buyer Disclosure Schedules ” means the disclosure schedules delivered by Buyer to the Seller in connection with the execution of this Agreement, and attached to this Agreement as Annex II and made a part of this Agreement.

“ Buyer Fundamental Representations ” means the representations and warranties of Buyer set forth in Section 4.1 (Organization), Section 4.2(a) (Authority) and Section 4.4 (No Brokers).

“ Buyer Group Member ” means (a) Buyer and its Affiliates; (b) directors, officers, partners, managers, members, investors and employees of Buyer and its Affiliates; and (c) the successors and assigns of the foregoing.

“ Buyer Material Adverse Effect ” means any fact, circumstance, event, change, effect or occurrence that, individually or in the aggregate with all other facts, circumstances, events, changes, effects or occurrences, would, or would reasonably be expected to, materially impair the ability of Buyer or any of its Affiliates to perform their obligations hereunder or under any Buyer Ancillary Agreement; provided , however , any such material impairment as a result of any action by a Governmental Body that licenses the lending and originating activities of the Business or any Business Employees shall not be considered when determining whether a Buyer Material Adverse Effect has occurred or would be reasonably be expected to occur.

“ Calculation Time ” means 12:01 AM Pacific time on the applicable Loan Officer Transfer Date.

“ Call Report ” has the meaning set forth in Section 3.10(a) .

“ Cap ” has the meaning set forth in Section 9.1(b)(iii) .

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“ Charter Documents ” means (a) with respect to a corporate entity, the certificate of incorporation and by-laws (or similar governing documents); and (b) with respect to any other entity, the certificate of formation and operating agreement (or similar governing documents).

“ Claim Notice ” has the meaning set forth in Section 9.4(a) .

“ Closing ” has the meaning set forth in Section 2.11(a) .

“ Closing Date ” has the meaning set forth in Section 2.11(a) .

“ Closing Date In-Process Mortgage Loan ” means any In-Process Mortgage Loan related to those Loan Officers whose Loan Officer Transfer Date is the first Business Day following the Closing Date.

“ Closing Date Payment ” means the sum of the Upfront Premium plus the Estimated Net Book Value.

“ Closing Date Transferred Employees ” means collectively, the Business Employees that are transferred to Buyer on the first Business Day after the Closing Date, none of which shall be required to be State NMLS Licensed upon commencing employment or service with Buyer or its Affiliates and each of which shall be located solely within the Leased Real Property located at 18500 Von Karman Avenue, Suite 900, Irvine, California 92612.

“ Closing In-Process Mortgage Loan Data ” means, with respect to each Closing Date In-Process Mortgage Loan, a DU 3.2 format data file: the AUS reference number; the credit reference number; any appraisals in the Seller’s possession and all appraisal related documentation such as transfer letters, air certifications, SSRs, and invoices; a schedule of all upfront fees charged to the applicable borrower(s) including, without limitation, a listing of all appraisal, credit report, flood certificate and tax service fees; and any and all other documents associated with the Closing Date In-Process Mortgage Loan, including all disclosures and evidence of delivery, all documents provided by the borrower, and any other deliverables necessary to accommodate the transfer of the Closing Date In-Process Mortgage Loan from the Seller to Buyer.

“ COBRA ” means Part 6 of Subtitle B of Title I of ERISA or Section 4980B of the Code (or any other similar state or local law).

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Collected Loan Fees ” has the meaning set forth in Section 2.1(a)(xii) .

“ Confidential Information ” has the meaning set forth in the Confidentiality Agreement.

“ Confidentiality Agreement ” means that certain Confidentiality and Non-Disclosure Agreement, dated as of December 8, 2016, by and between Buyer and the Seller.

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“ Construction Loan Group ” means the Seller’s lending business that originates residential construction Mortgage Loans.

“ Continuation Period ” has the meaning set forth in Section 5.3(b) .

“ Contract ” means any contract, guarantee, lease, license, commitment or other legally binding agreement.

“ De Minimis Amount ” has the meaning set forth in Section 9.1(b)(i) .

“ Document ” means any book, record, file, paper, computer tape, computer disk, microfilm, information storage device of any type and any other document.

“ Domain Names ” means Internet electronic addresses, websites, uniform resource locators and alpha-numeric designations associated therewith registered with or assigned by any domain name registrar, domain name registry or other domain name registration authority as part of an electronic address on the Internet and all applications for any of the foregoing.

“ Earn-Out Amount ” means for the applicable Quarter, the product of (a) the R/C Loan Amount multiplied by the R/C Loan Multiple, plus (b) the Third-Party Originated Loan Amount, multiplied by the Third-Party Originated Loan Multiple.

“ Earn-Out Buy-Out Option ” has the meaning set forth in Section 5.8(d) .

“ Earn-Out Period ” means the period beginning on the Closing Date and continuing for thirty eight (38) months.

“ Earn-Out Protections ” has the meaning set forth in Section 5.8(a) .

“ Earn-Out Statement ” has the meaning set forth in Section 5.8(b) .

“ Encumbrance ” means any lien, charge, security interest, encumbrance, mortgage, pledge, easement, hypothecation, conditional sale or other title retention agreement, title exception, defect in title, easement, right of way or other restriction of a similar kind.

“ Environmental Laws ” means any Law or Order, pertaining to pollution or the protection of the environment or public health and safety, including the generation, manufacture, processing, distribution, use, treatment, storage, transport, handling, or release threatened release of any hazardous substance.

“ Environmental Permits ” means any licenses, permits, certificates, exemptions, registrations, approvals, orders, or other authorizations issued by any Governmental Body that are required under Environmental Laws with respect to the operation of the Business or the use, occupancy, or operation of the Leased Real Property.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

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“ ERISA Affiliate ” means any trade or business (whether or not incorporated) that is treated as a single employer with the Seller for purposes of Section 414 of the Code or Section 4001 of ERISA.

“ Estimated NBV Certificate ” has the meaning set forth in Section 2.5 .

“ Estimated Net Book Value ” has the meaning set forth in Section 2.5 .

“ Estimated Volume Retention Payment ” has the meaning set forth in Section 2.7(a) .

“ Excluded Assets ” has the meaning set forth in Section 2.1(c) .

“ Excluded Liabilities ” has the meaning set forth in Section 2.3(b) .

“ Excluded Mortgage Loans ” has the meaning set forth in Section 2.1(c)(x) .

“ Excluded Taxes ” means any (a) Income Taxes of or relating to the Seller for any taxable period, (b) Non-Income Taxes of or relating to the Business, the Purchased Assets or the Assumed Liabilities for any Pre-Closing Period, and (c) Transfer Taxes to the extent provided in Section 6.2 . For the purposes of this Agreement, in the case of any Straddle Period, (i) Property Taxes for the Pre-Closing Period shall be equal to the amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that is in the Pre-Closing Period and the denominator of which is the number of days in the entire Straddle Period, and (ii) Taxes (other than Property Taxes) for the Pre-Closing Period shall be computed as if such taxable period ended as of the close of business on the Closing Date.

“ Expenses ” means any and all expenses incurred in connection with defending or asserting any claim, Action, or Proceeding hereunder (including court filing fees, court costs, arbitration fees or costs, witness fees and reasonable fees and disbursements of legal counsel, expert witnesses, accountants and other professionals).

“ Facilities ” has the meaning set forth in Section 5.12 .

“ Fannie Mae ” means Fannie Mae, formerly known as The Federal National Mortgage Association, or any successor thereto.

“ FHA ” means the United States Federal Housing Administration, or any successor thereto.

“ FHA Loan ” means any Mortgage Loan insured by FHA and HUD.

“ Final Allocation ” has the meaning set forth in Section 2.10(a) .

“ Final Transfer Date ” has the meaning set forth in the definition of Loan Officer Transfer Date.

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“ Freddie Mac ” means Freddie Mac, formerly known as The Federal Home Loan Mortgage Corporation, or any successor thereto.

“ GAAP ” means United States generally accepted accounting principles, consistently applied.

“ Ginnie Mae ” means the Government National Mortgage Association, a corporate body organized and existing under the laws of the United States, or any successor thereto.

“ Governmental Body ” means any (a) foreign, domestic, federal, state, provincial, municipal, local or other governmental or administrative authority, agency or regulatory body, including any Agency, or instrumentality, court government or self-regulatory organization or commission of competent jurisdiction, (b) any court, tribunal, judicial or arbitral body, or any quasi-governmental body, or any political or other subdivision department or branch of any of the bodies described in the foregoing clauses (a) and (b), and (c) the agencies in each state where the Business is located or the Seller is doing business that regulate and license the lending and originating activities of the Business and its personnel or Business Employees.

“ HUD ” means the United States Department of Housing and Urban Development, or any successor thereto.

“ In-Process Mortgage Loans ” means, as of the applicable Calculation Time, the entire pipeline of mortgage loan applications and leads registered in Seller’s loan origination system that: (a) were taken by any Business Employee which becomes a Transferred Employee as of the Calculation Time, (b) have not yet been funded by the Seller, (c) have been entered into Seller’s pipeline tracking system, (d) do not have an active rate lock commitment with the borrower (i.e. are not “locked”) and (e) are scheduled to close no less than thirty (30) days from the Calculation Time; provided , however , that “In-Process Mortgage Loans” shall not include: (i) mortgage loan leads older than twelve (12) months prior to the Calculation Time or (ii) mortgage loan applications and leads for construction loans, bond programs, reverse mortgages, HELOCs, non-mortgage loans, commercial loans or brokered out loans (unless Buyer expressly agrees to accept such loans in Buyer’s sole discretion).

“ Income Taxes ” means U.S. federal, state, local, franchise, or foreign net income Taxes, or any other Taxes imposed on, or determined by reference to net income, including capital gain Taxes or any capital Tax imposed in lieu of a net income Tax (but not any gross income Taxes and not any withholding Taxes or payroll, employment or employee Taxes), together with any interest or penalties imposed with respect thereto.

“ Indemnified Party ” has the meaning set forth in Section 9.4(a) .

“ Indemnitor ” has the meaning set forth in Section 9.4(a) .

“ Independent Accounting Firm ” means Grant Thornton LLP or, if such firm is unwilling to serve as the independent accounting firm, a nationally recognized accounting or financial consulting firm independent of the Seller and Buyer, selected by the mutual agreement of the parties or appointed by a court if the parties cannot so mutually agree.

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“ Intellectual Property ” means any and all intellectual property rights and related proprietary rights, arising from or in respect of the following (whether protected, created or arising under the Laws of the United States or any other jurisdiction or under any international convention): (a) patents, patent applications, provisional patent applications, including any and all divisions, continuations, continuations-in-part and reissues thereof, and all registrations and applications thereof; (b) trademarks, service marks, trade names, brand names, trade dress, slogans, logos, corporate names, social media accounts and other indicia of origin or other business identifiers, together with the goodwill associated with any of the foregoing, and all applications, registrations, renewals and extensions thereof; (c) Domain Names; (d) trade secrets, know-how and confidential and proprietary information; (e) copyrights, copyrightable works, works of authorship (whether published or unpublished), software, rights in databases and data collections, moral and economic rights of authors and inventors, and all registrations, applications, renewals, extensions and reversions thereof; (f) other intellectual or industrial property rights and foreign equivalent or counterpart rights and forms of protection of a similar or analogous nature to any of the foregoing or having similar effect in any jurisdiction throughout the world; (g) rights in documentation and other embodiments of the foregoing; and (h) all rights to sue and recover at law or in equity for any past, present and future infringement, misappropriation, dilution, violation or other impairment thereof.

“ Knowledge of Buyer ” means the actual knowledge, after reasonable inquiry, of the individuals set forth in Schedule 1.1(a) of the Buyer Disclosure Schedules.

“ Knowledge of the Seller ” means the actual knowledge, after reasonable inquiry, of the individuals set forth in Schedule 1.1(c) of the Seller Disclosure Schedules.

“ Law ” means any foreign, federal, state, provincial or local law, statute, regulation, rule, code, ordinance or other requirement (including common law) enacted, adopted, issued or promulgated by any Governmental Body.

“ Leased Real Property ” has the meaning set forth in Section 3.16(b) .

“ Leases ” has the meaning set forth in Section 2.1(a)(ii) .

“ Loan Officer Transfer Date ” means, as applicable, (a) one (1) Business Day following the Closing Date if such Loan Officer is not required to be State NMLS Licensed upon commencing employment or service with Buyer or its Affiliates, (b) April 28, 2017, for each Loan Officer who becomes State NMLS Licensed at least two (2) Business Days prior to April 28, 2017, or (c) the date of the first Monday after both May 1, 2017, and the date such Loan Officer becomes State NMLS Licensed (so long as Buyer has at least two (2) Business Days to onboard such individual, or otherwise, the date that is the second Monday after such Loan Officer becomes State NMLS Licensed); provided , however , that the final Loan Officer Transfer Date shall be June 26, 2017 (the “ Final Transfer Date ”).

“ Loan Officers ” means, collectively, the individuals whose names are set forth in Schedule 1.1(b) of the Seller Disclosure Schedules (which Schedule shall indentify whether each individual is or would be subject to State NMLS Licensing requirements upon his or her commencement of employment or service with Buyer or its Affiliates).

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“ Loan Transfer Date ” means the date on which any In-Process Mortgage Loan is transferred to Buyer pursuant to Section 2.1(b) .

“ Losses ” means any and all losses, liabilities, costs, interest, settlement payments, awards, judgments, fines, penalties, damages, expenses, deficiencies or other charges or Expenses.

“ Managing Director ” means Theodore Ray.

“ Managing Director Employment Agreement ” has the meaning set forth in the Recitals.

“ Material Adverse Effect ” means any fact, circumstance, event, change, effect or occurrence that, individually or in the aggregate with all other facts, circumstances, events, changes, effects, or occurrences is, or would reasonably be expected to be, materially adverse to the business, results of operation or financial condition of the Purchased Assets and the Business, taken as a whole, or that would, or would reasonably be expected to, materially impair the ability of the Seller to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby; provided , however , any such fact, circumstance, event, change, effect or occurrence arising out of or resulting from any of the following matters shall not be considered when determining whether a Material Adverse Effect has occurred or would reasonably expected to occur: (a) the announcement of the execution of this Agreement and the transactions contemplated hereby or the identity of Buyer, (b) actions or omissions of the Seller or its Affiliates required by the terms of this Agreement or taken with the prior consent of, or requested in writing by, Buyer (other than actions or omissions taken in the Ordinary Course of Business in accordance with Section 5.9 ), (c) the death, disability or other loss of any employee or group of employees of the Buyer, the Seller or their respective Affiliates, including any Transferred Employee, (d) U.S., regional, international or global economic, business or market conditions (including changes in credit availability and liquidity, interest rates, currency exchange rates or prices of securities or commodities generally or liquidity of trading markets) or political conditions, (e) any outbreak of war, acts of terrorism, civil unrest, natural disasters, or other calamities, (f) changes or proposed changes in Laws, rules, regulations or authoritative interpretations thereof applicable to the Seller, the Buyer, their respective Affiliates, the mortgage business or mortgage borrowers including, without limitation, changes or proposed changes in Tax Laws rules, regulations or authoritative interpretations (g) changes generally affecting the industry or industries in which the Seller, the Buyer, their respective Affiliates or the Business operates, or (h) changes in generally accepted accounting principles or changes in regulatory accounting requirements.

“ Mortgage ” means a mortgage, deed of trust or other instrument creating a first lien on the Mortgaged Property securing the Mortgage Note.

“ Mortgage Files ” means, with respect to any Mortgage Loan, the financing and Mortgage files in the possession of, or held for the account of, the Seller, including Mortgage Financing Contracts, Mortgage Notes, lock agreements, payment histories, credit reports, records, collateral files, record books, written notes, financial records, memoranda, and other written documentation whether in hard copy or electronic format.

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“ Mortgage Financing Contract ” means any Contract (including any schedule or amendment thereto or assignment, assumption, renewal or novation thereof) and any ancillary agreements relating thereto, which evidences or otherwise relates to Mortgage Loans, between the Seller and an Obligor.

“ Mortgage Loan ” means each residential mortgage loan, including to the extent related thereto the Mortgage File, all scheduled and unscheduled payments, liquidation proceeds, insurance proceeds, condemnation proceeds, real estate owned disposition proceeds, any escrow amounts related to the Mortgage Loan, ownership of the Servicing rights and all other rights, benefits, proceeds and obligations arising from or in connection with the Mortgage Loan.

“ Mortgage Note ” means, with respect to a Mortgage Loan, a promissory note or notes, or other evidence of indebtedness, with respect to such Mortgage Loan secured by a Mortgage or Mortgages, together with any assignment, reinstatement, extension, endorsement or modification thereof.

“ Mortgaged Property ” means an Obligor’s real property securing repayment of a related Mortgage Note, consisting of a fee simple interest in a single parcel of real property improved by a residential dwelling.

“ Multiemployer Plan ” means any “multiemployer plan” within the meaning of Section 3(37) of ERISA.

“ Net Book Value ” means, as of the Closing Date, the cost of the Net Book Value Assets minus the accumulated depreciation of such asset, calculated in accordance with the Accounting Principles or, if requested by Buyer, as determined by a third-party valuation agent.

“ Net Book Value Assets ” has the meaning set forth in Section 2.1(a)(iii) .

“ New Branch ” means any branch office locations of Buyer that commences Mortgage Loan origination activities after the Closing Date due to material efforts by a Regional Vice President who (a) as of the date of this Agreement, reports to the Managing Director and (b) becomes a Transferred Employee.

“ Non-Income Taxes ” means all Taxes other than Income Taxes.

“ Obligor ” means any Person that is an obligor, lessee, borrower or guarantor under any Mortgage Financing Contract.

“ Order ” means any order, injunction, judgment, decree, ruling, charge or writ, stipulation, assessment or arbitration award of any Governmental Body or quasi-judicial official (e.g., an arbitrator or mediator).

“ Ordinary Course of Business ” means the ordinary and usual course of normal day-to-day operations of the Business, as conducted by the Seller and its Affiliates, through the date hereof consistent with past practice.

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“ Origination Volume ” means (a) 100% of the aggregate dollar value of Mortgage Loans originated in connection with the purchase of real property and (b) 50% of the aggregate dollar value of Mortgage Loans originated in connection with a refinancing, in each case, from July 1, 2016 through December 31, 2016.

“ Permitted Encumbrances ” means any and all (a) Encumbrances for Taxes and other governmental charges and assessments that are not yet due and payable or that are being contested in good faith and in accordance with applicable Law; and (b) Encumbrances of landlords and Encumbrances of carriers, warehousemen, mechanics and materialmen and other like Encumbrances arising in the Ordinary Course of Business for sums not yet due and payable or that are being contested in good faith.

“ Person ” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or other entity or organization, or a Governmental Body, or any department, agency or political subdivision thereof.

“ Personal Data ” means a natural person’s name, street address, telephone number, e-mail address, photograph, social security number, driver’s license number, passport number or customer or account number, or any other piece of information standing alone or in combination with other information that allows the identification of a natural person.

“ Personnel Records ” has the meaning set forth in the definition of Books and Records.

“ Portfolio Group ” has the meaning set forth in Section 2.1(c)(xii) .

“ Pre-Closing Period ” means any taxable period (or portion thereof) ending on or before the Closing Date.

“ Private Banking Group ” has the meaning set forth in Section 2.1(c)(xii) .

“ Proceeding ” has the meaning set forth in Section 3.3(b) .

“ Property Taxes ” means all real, personal, and intangible property Taxes.

“ Proposed Allocation ” has the meaning set forth in Section 2.10(a) .

“ PTO Rollover Employee ” means any Business Employee who is not employed in California and will be eligible to accrue paid time off in his or her role with Buyer.

“ Purchase Price ” has the meaning set forth in Section 2.4 .

“ Purchased Assets ” has the meaning set forth in Section 2.1(a) .

“ Quarter ” means the three month fiscal period ending on each of March 31, June 30, September 30 and December 31.

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“ R/C Loan Amount ” means the aggregate original principal dollar amount of retail/consumer direct loans (excluding portfolio products of Seller or its Affiliates, including the Portfolio Group) originated out of the Leased Real Properties and New Branches issued in such Quarter.

“ R/C Loan Multiple ” means for the applicable Quarter, if the Retained Volume Percentage is: (a) greater than or equal to 85%, .0024, or (b) less than 85% but greater than or equal to 75%, then the Earn Out Multiple for R/C Loans is .00216, or (c) is less than 75%, .00192.

“ Receivables ” means any and all accounts receivable, notes and other amounts receivable from third-parties, arising from the conduct of the Business before the Closing, whether or not in the Ordinary Course of Business, together with any unpaid financing charges accrued thereon.

“ Regulatory Approvals ” means any filings, registrations, notices, applications, authorizations, consents, waivers, approvals, permits, and actions that may be required to be filed with or obtained from any Governmental Body to consummate the transactions contemplated hereby in accordance with applicable Law.

“ Representative ” means, with respect to a particular Person, any director, officer, employee, agent, consultant, advisor, accountant, representative, financial advisor, legal counsel or other Person acting on behalf of such Person.

“ Restricted Business ” has the meaning set forth in Section 5.6(b) .

“ Restricted Employees ” has the meaning set forth in Section 5.5 .

“ Restricted Period ” has the meaning set forth in Section 5.6(a) .

“ Restricted Territory ” has the meaning set forth in Section 5.6(b) .

“ Retained Names and Marks ” has the meaning set forth in Section 5.2(a) .

“ Retained Volume Percentage ” means a fraction, calculated as of the Final Transfer Date, the numerator of which is equal to the Origination Volume attributable to the Loan Officers who become Transferred Employees on or before the Final Transfer Date, and the denominator of which is equal to the Origination Volume attributable to the Loan Officers that are employed by the Seller the first Business Day following the date hereof. Any Retained Volume Percentage which is not a whole percentage shall be rounded down to the closest whole percentage if the partial percentage is less than 0.5% and shall be rounded up to the closest whole percentage if the partial percentage is greater than or equal to 0.5%. For example, a percentage of 86.4 would be rounded down to 86.0%, and a percentage of 86.6 would be rounded up to 87.0%.

“ SEC ” has the meaning set forth in Section 5.1 .

“ Seller ” has the meaning set forth in the Preamble.

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“ Seller Ancillary Agreements ” means, collectively, the Bill of Sale, Assignment and Assumption Agreement, the Transition Services Agreement and all other agreements, instruments and Documents being or to be executed and delivered by the Seller or any of its Affiliates under this Agreement or in connection herewith.

“ Seller Data ” means all data contained in the Seller IT Systems or any databases of the Seller (including any and all trade secrets and User Data) and all other information and data compilations used by, or necessary to the Business and any other operations of the Seller.

“ Seller Disclosure Schedules ” means the disclosure schedules delivered by the Seller to Buyer in connection with the execution of this Agreement, and attached to this Agreement as Annex I and made a part of this Agreement.

“ Seller Fundamental Representations ” means the representations and warranties of the Seller set forth in Section 3.1 (Organization), Section 3.2(a) (Authority), Section 3.7 (No Brokers) and Section 3.9 (Title to and Sufficiency of Assets).

“ Seller Group Member ” means (a) the Seller and its Affiliates; (b) directors, officers and employees of the Seller and its Affiliates; and (c) the successors and assigns of the foregoing.

“ Seller IT Systems ” means all information technology and computer systems (including software, information technology and telecommunication hardware and other equipment) relating to the transmission, storage, maintenance, organization, presentation, generation, processing or analysis of data and information whether or not in electronic format, used in or necessary to the conduct of the Business.

“ Seller Permits ” has the meaning set forth in Section 3.3(b) .

“ Seller Privacy Policy ” means each external or internal, past or present, privacy policy of the Seller, including any policy relating to: (a) the privacy of users of any website or online service; (b) the collection, storage, disclosure and transfer of any Personal Data; and (c) any employee information.

“ Seller Service Provider ” means any current or former employee, including any and all Business Employees, and each other Person who provides or has provided services to the Seller or any of its Subsidiaries as a director, consultant, agent or independent contractor.

“ Seller’s SEC Investigation ” means any Proceeding involving the Seller by or before the SEC.

“ Solvent ” means, with respect to any Person as of any date of determination, that on such date, (a) the present fair salable value of the property and assets of such Person exceeds the debts and liabilities, including contingent liabilities, of such Person, (b) the present fair salable value of the property and assets of the such Person is greater than the amount that will be required to pay the probable liability of such Person on its debts and other liabilities, including contingent liabilities, as such debts and other liabilities become absolute and matured, (c) such Person does not intend to incur, or believe (nor should it reasonably believe) that it will incur,

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debts and liabilities, including contingent liabilities, beyond its ability to pay such debts and liabilities as they become absolute and matured, and (d) such Person does not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that would be required to be reflected on a balance sheet prepared in accordance with GAAP.

“ State NMLS Licensed ” and its correlative terms means, with respect to any Loan Officer, the status of being duly licensed to perform his or her duties for Buyer in accordance with the Secure and Fair Enforcement for Mortgage Licensing Act by the primary state in which such Loan Officer operates.

“ Straddle Period ” means any taxable period beginning before and ending after the Closing Date.

“ Subject Loan Officers ” has the meaning set forth in Section 5.3(i) .

“ Subsequent In-Process Mortgage Loan ” means any In-Process Mortgage Loan related to those Loan Officers whose Loan Officer Transfer Date is a date subsequent to the first Business Day following the Closing Date.

“ Subsequent In-Process Mortgage Loan Data ” means, with respect to each Subsequent In-Process Mortgage Loan, a DU 3.2 format data file: the AUS reference number; the credit reference number; any appraisals in Seller’s possession and all appraisal related documentation such as transfer letters, air certifications, SSRs, and invoices; a schedule of all upfront fees charged to the applicable borrower(s) including, without limitation, a listing of all appraisal, credit report, flood certificate and tax service fees; and any and all other documents associated with the Subsequent In-Process Mortgage Loan, including all disclosures and evidence of delivery, all documents provided by the borrower, and any other deliverables necessary to accommodate the transfer of the Subsequent In-Process Mortgage Loan from the Seller to Buyer.

“ Tax ” (and, with correlative meaning, “ Taxes ”) means any federal, state, local or foreign income, gross receipts, property, sales, use, license, excise, franchise, employment, payroll, withholding, alternative or add-on minimum, ad valorem, value added, transfer or excise tax, or any other tax or other assessment or charge of any nature whatsoever, together with any related interest, addition to tax or penalty imposed by any Taxing Authority, including any Taxes of, or determined by reference to, the Tax liability of another Person under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or non-United States law), as a result of being a transferee or successor, or otherwise.

“ Tax Return ” means any tax return, information return, form, statement, declaration, document, claim for refund, or other information or filing and any amendments thereto required to be filed with any Taxing Authority with respect to Taxes.

“ Taxing Authority ” means any Governmental Body responsible for the imposition of any Taxes.

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“ Termination Date ” has the meaning set forth in Section 8.1(b) .

“ Third-Party Originated Loan Amount ” means the aggregate original principal dollar amount of Third-Party Originated Loans (excluding portfolio products of Seller or its Affiliates, including the Portfolio Group) originated out of the Leased Real Properties and New Branches issued in such Quarter.

“ Third-Party Originated Loan Multiple ” means for the applicable Quarter, if the Retained Volume Percentage is: (a) greater than or equal to 85%, .00105, (b) less than 85% but greater than or equal to 75%, .000945, or (c) less than 75%, .00084.

“ Transfer Date ” means (a) with respect to any Closing Date Transferred Employee, one (1) Business Day following the Closing Date, and (b) with respect to any other Business Employee, the Loan Officer Transfer Date.

“ Transfer Taxes ” has the meaning set forth in Section 6.2 .

“ Transferred Business ” means the Business acquired by Buyer from the Seller as of the Closing, pursuant to this Agreement.

“ Transferred Employee ” has the meaning set forth in Section 5.3(a) .

“ Transition Services Agreement ” has the meaning set forth in the Recitals.

“ Unassignable Asset / Contract ” has the meaning set forth in Section 2.2(b) .

“ Underwriting Guidelines ” has the meaning set forth in Section 3.13(b) .

“ Upfront Premium ” means an amount equal to $25,000,000.

“ USDA ” means the United States Department of Agriculture, or any successor thereto.

“ VA ” means the United States Department of Veterans’ Affairs, or any successor thereto.

“ VA Loan ” means any Mortgage Loan insured or guaranteed by VA.

Volume Retention Payment ” means for the applicable whole percentage point of the Retained Volume Percentage set forth in Exhibit D, the corresponding dollar amount under the column entitled “Volume Retention Payment” set forth in Exhibit D.

“ WARN Act ” has the meaning set forth in Section 3.5(e) .

1.2       Interpretation .

(a)       Unless otherwise expressly provided in this Agreement (including the annexes, exhibits and schedules to this Agreement), the following rules of interpretation shall apply:

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(i)       words denoting singular include the plural and vice versa, and words denoting any gender include all genders;

(ii)       whenever the words “include,” “includes” or “including” are used in this Agreement, they will be deemed to be followed by the words “without limitation,” unless otherwise noted;

(iii)       “ Business Day ” means any day other than a Saturday, a Sunday or a day that is a statutory holiday under the Laws of the United States or the State of New York or a day in which banking institutions in the City of New York or the City of Irvine, California, are authorized or required to be closed;

(iv)       when calculating the period of time within which or following which any act is to be done or step taken, the date that is the reference day in calculating such period shall be excluded and, if the last day of such period is not a Business Day, the period shall end on the next day that is a Business Day;

(v)       unless otherwise expressly provided, references herein to articles, sections, annexes, exhibits and schedules mean the articles and sections of, and the annexes, exhibits and schedules attached to, this Agreement;

(vi)       a “party” to this Agreement refers to, as applicable, Buyer or the Seller;

(vii)       the words “hereof,” “hereby,” “herein,” “hereunder” and similar terms in this Agreement refer to this Agreement as a whole and not only to a particular section in which such words appear;

(viii)       any reference in this Agreement or any Ancillary Agreement to “$” or “dollars” shall mean U.S. dollars, which is the currency used for all purposes in this Agreement and the Ancillary Agreements. The specification of any dollar amount in the representations, warranties and covenants or otherwise in this Agreement, the Ancillary Agreements or the Seller Disclosure Schedules or Buyer Disclosure Schedules is not intended and shall not be deemed to be an admission or acknowledgement of the materiality of such amounts or items, nor shall the same be used in any dispute or controversy between the parties hereto to determine whether any obligation, item or matter (whether or not described herein or included in any schedule) is or is not material for purposes of this Agreement or the Ancillary Agreements;

(ix)       articles, titles and headings to sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement;

(x)       the exhibits and schedules referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; and

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(xi)       the phrases “the date of this Agreement,” “the date hereof” and phrases of similar import, unless the context otherwise requires, will be deemed to refer to the date set forth in the Preamble to this Agreement.

(b)       This Agreement is the product of negotiation by the parties, having the assistance of counsel and other advisers. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing this Agreement to be drafted. Further, prior drafts of this Agreement or the Ancillary Agreements or the fact that any clauses have been added, deleted or otherwise modified from any prior drafts of this Agreement or any Ancillary Agreement shall not be used as an aide of construction or otherwise constitute evidence of the intent of the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of such prior draft.

ARTICLE II

PURCHASE AND SALE

2.1       Purchase and Sale of Assets .

(a)       Purchased Assets . On the terms and subject to the conditions of this Agreement (including Article VII ), at the Closing (or such other date and time as expressly set forth in this Agreement), simultaneously with the payment of the Closing Date Payment, the Seller shall sell, transfer, assign, convey and deliver to Buyer, free and clear of all Encumbrances (other than Permitted Encumbrances), and Buyer shall purchase and accept from the Seller, all of the Seller’s rights, title and interest in and to the following specific assets, but excluding any Excluded Assets (collectively, the “ Purchased Assets ”):

(i)       Closing Date In-Process Mortgage Loans and Subsequent In-Process Mortgage Loans (and the Closing In-Process Mortgage Loan Data and Subsequent In-Process Mortgage Loan Data, as applicable, related thereto), in each case, pursuant to Section 2.1(b) ;

(ii)       the leases listed on Schedule 2.1(a)(ii) of the Seller Disclosure Schedules with respect to the Leased Real Property (the “ Leases ”);

(iii)       all of the equipment, furniture and other tangible personal property, including fixtures, firewalls, network routers, network switches, wireless access points, televisions, computer monitors, docking stations, keyboards and computer mice, that is (A) located at the Leased Real Properties, or (B) used directly by the Business Employees, to the extent reasonably required for the operation of the Business as of the Closing Date, in each case of (A) and (B), including those items listed on Schedule 2.1(a)(iii) of the Seller Disclosure Schedules (the “ Net Book Value Assets ”);

(iv)       the Contracts listed on Schedule 2.1(a)(iv) of the Seller Disclosure Schedules (together with the Leases, the “ Acquired Contracts ”) and any security deposits related thereto;

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(v)       all Books and Records;

(vi)       Receivables of the Seller to the extent that they relate to any of the Purchased Assets;

(vii)       all deposits (including security for rent, electricity, telephone or otherwise) and prepaid charges and expenses to the extent related to the Purchased Assets;

(viii)       all guarantees and warranties of third-parties to the extent related to the ownership of the Purchased Assets or the operation of the Business;

(ix)       the telephone and facsimile numbers listed on Schedule 2.1(a)(ix) of the Seller Disclosure Schedules;

(x)       solely to the extent transferrable, all Seller Permits used or held for use by the Seller in connection with its occupancy of the Leased Real Properties;

(xi)       Non-Income Tax Returns and Non-Income Tax records that are primarily related to the Purchased Assets or the Business;

(xii)       any amounts collected from borrowers in connection with underwriting and originating the In-Process Mortgage Loans (the “ Collected Loan Fees ”); and

(xiii)       all claims and causes of action of the Seller against any third Person to the extent (A) directly related to the ownership and use of the foregoing Purchased Assets and (B) separate and distinct from any claim or cause of action related to any Excluded Asset or the Seller’s businesses other than the Business.

(b)       Closing Date In-Process Loans and Subsequent In-Process Loans Transfer Dates .

(i)       On the first Business Day following the Closing Date, the Seller shall (A) transfer, assign, convey and deliver to Buyer, free and clear of all Encumbrances (other than Permitted Encumbrances), and Buyer shall accept from the Seller, all of the Seller’s rights, title and interest in and to the Closing Date In-Process Mortgage Loans, and (B) deliver to Buyer (x) the Closing In-Process Mortgage Loan Data related thereto, (y) the Collected Loan Fees in respect of such Closing Date In-Process Mortgage Loans, and (z) the Personnel Records relating to the Closing Date Transferred Employees. Upon such transfer, such Closing Date In-Process Mortgage Loans and Collected Loan Fees shall thereafter be deemed “Purchased Assets.”

(ii)       From time to time following the Closing Date, on each Loan Officer Transfer Date, the Seller shall (A) transfer, assign, convey and deliver to Buyer, free and clear of all Encumbrances (other than Permitted Encumbrances), and Buyer shall accept from the Seller, all of the Seller’s rights, title and interest in and to the Subsequent In-Process Mortgage Loans related to each applicable Loan Officer commencing employment with Buyer on such Loan Officer Transfer Date and (B)

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deliver to Buyer (x) the Subsequent In-Process Mortgage Loan Data related thereto and (y) the Collected Loan Fees in respect of such Subsequent In-Process Mortgage Loans, and (z) the Personnel Records related to the Transferred Employees transferring on such Loan Officer Transfer Date. Upon such transfer, such Subsequent In-Process Mortgage Loans and Collected Loan Fees shall thereafter be deemed “Purchased Assets.”

(c)       Excluded Assets .     Notwithstanding anything to the contrary in this Agreement, Buyer understands and agrees that it is purchasing and acquiring only the Purchased Assets specified in Section 2.1(a) , and Buyer has no interest in or right to any other assets, properties, rights or interests of the Seller or any of its Affiliates (collectively, the “ Excluded Assets ”), including, by way of example only, the following assets, properties, rights and interests:

(i)       all Tax Returns and other Tax records of the Seller or its Affiliates other than Non-Income Tax Returns and Non-Income Tax records that are primarily related to the Purchased Assets or the Business ( provided , that the Seller shall use commercially reasonable efforts to separate the Tax information relating to the Purchased Assets and Assumed Liabilities and provide it to Buyer);

(ii)       all Income Tax refunds of or relating to the Seller for any taxable period and Non-Income Tax refunds of or relating to the Business, the Purchased Assets or the Assumed Liabilities for any Pre-Closing Period;

(iii)       all rights of the Seller under this Agreement or any of the Seller Ancillary Agreements;

(iv)       all Charter Documents, corporate minutes, corporate seals and stock books of the Seller or its Affiliates;

(v)       other than as expressly set forth in Section 5.2 , rights in and to the Intellectual Property owned or licensed by the Seller or its Affiliates (including the Retained Names and Marks, the “Banc of California” or “BANC” trademarks or trade names, or any other trademarks or trade names that includes, or is similar in sound or appearance to, such trademarks or trade names);

(vi)       other than expressly set forth in Section 2.1(a)(x) , all permits from any Governmental Body;

(vii)       all Benefit Plans, including all assets, trust agreements or any other funding Contracts related thereto;

(viii)       other than as described in Section 2.1(a)(xiii) , all claims and causes of action of the Seller against any third Person;

(ix)       all cash and cash equivalents, including cash on hand or in bank accounts, certificates of deposit, commercial paper and securities, owned or held by the Seller or its Affiliates;

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(x)       all of the Seller’s rights, title and interests in and to the In-Process Mortgage Loans that have been closed by the Seller on or before the Calculation Time, together with the associated hedges (the “ Excluded Mortgage Loans ”);

(xi)       all insurance policies and proceeds therefrom and interest in insurance pools and programs of the Seller or its Affiliates;

(xii)       all assets relating to the Seller’s and its Affiliates’ businesses other than the Business, including the Seller’s portfolio lending business group (“ Portfolio Group ”), private banking business group (“ Private Banking Group ”) and Construction Loan Group;

(xiii)       any computer, scanner, laptop, power backup, phone system, printer, server, server expansion, IO card, storage area network, warranty for 250, Josh Whalen picture, Currency Counter/discrimntr, Citrix Netscaler Upgrade/Access, software, public view monitor, interior and exterior signage, mobile phone or MiFi device; and

(xiv)       all borrower trust accounts other than any Collected Loan Fees in such accounts (which such fees shall be paid by the Seller to Buyer pursuant to Section 2.1(b) ); and

(xv)       all rights under any Contracts, instruments and arrangements, and any and all other assets or properties, of the Seller or its Affiliates, other than those specifically described in Section 2.1(a) .

2.2        Unassignable Assets / Liabilities .

(a)       No later than five (5) Business Days prior to the scheduled Closing Date, the Seller shall deliver to Buyer a report setting forth in reasonable detail any payments or other benefits received, or any payments or other liabilities (including license and per user fees) to be received or to be incurred or obligations to be performed, as the case may be, by the Seller with respect to each Unassignable Asset / Contract, if any. On the Business Day preceding the scheduled Closing Date, the Seller shall deliver to Buyer an updated report as of the date of delivery of such updated report.

(b)       Notwithstanding anything to the contrary in this Agreement, if (i) any asset, liability, Contract, instrument or arrangement included in the Purchased Assets is not capable of being sold, transferred, assigned, conveyed or delivered in the absence of the consent, approval, waiver, agreement or action of any Governmental Body or other Person without conflicting with, violating, constituting a default under or breaching such Contract, instrument or arrangement or creating an Encumbrance on such asset or violating any applicable Law, and (ii) all necessary consents, approvals, waivers, agreements or actions of all parties to such Contract, instrument or arrangement, or all consents, approvals, waivers, agreements or actions necessary for the transfer of such asset or liability, including any consents required by a Governmental Body or other Person, have not been obtained at or prior to the Closing (any such asset, liability, Contract, instrument or arrangement, an “ Unassignable Asset / Contract ”), then this Agreement shall not be deemed to constitute an agreement to sell, transfer, convey or assign

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such Unassignable Asset / Contract unless and until such consent, approval, waiver, agreement or action shall have been obtained. In the event such consents, approvals, waivers, agreement or actions cannot be obtained, as of and from the Closing Date until a period of twelve (12) months thereafter (or until the earlier assignment thereof to Buyer hereunder), (i) any such Unassignable Asset / Contract shall be held by the Seller or the applicable Affiliate of Seller in trust for and as agent for Buyer, the covenants and obligations thereunder shall be performed by Buyer in Seller’s or such Affiliate’s name and the Seller shall provide to Buyer the benefits, or liabilities or obligations, as the case may be, under each such Unassignable Asset / Contract, and (ii) Seller shall take or cause to be taken at Seller’s expense such actions in its name or otherwise as Buyer may reasonably request so as to provide Buyer with the benefits of such Unassignable Asset / Contract and to effect collection of money or other consideration that becomes due and payable under such Unassignable Asset / Contract, and Seller or the applicable Affiliate of Seller shall promptly pay or transfer to Buyer any payments or other benefits received; provided , that Buyer shall prefund and pay to the Seller the amount of any such payments or other liabilities to be incurred or obligations to be performed, as the case may be, in accordance with the report delivered by the Seller to Buyer under Section 2.2(a) ; provided , further , that, unless as otherwise requested by Buyer, the Seller shall not be required to renew any Unassignable Asset / Contract that expires in accordance with its terms. The Seller shall take or cause to be taken at Seller’s expense such actions in its name to enter into arrangements (including licensing, sublicensing or subcontracting, if permitted under applicable Law or Contract) to provide Buyer with the economic and operational equivalent of obtaining the requisite consents, approval or agreement and assigning the applicable Unassignable Asset / Contract to Buyer (including enforcing for the benefit of Buyer all claims or rights arising thereunder and the performance by Buyer of the obligations thereunder). The Seller shall, and cause its Affiliates to, use its reasonable best efforts to obtain (and Buyer shall cooperate with the Seller in obtaining) the necessary consents, approvals, waivers, agreements and actions ( provided , that neither the Seller nor any of its Affiliates shall be required to commence or participate in any litigation, offer or grant any material accommodation or undertake any material obligation or liability (in each case, financial or otherwise) to any third Person to obtain any consent, approval, waiver, agreement or action), and if such consents, approvals, waivers, agreements and actions are obtained, the Seller shall promptly execute all Documents necessary to complete the transfer of such Unassignable Asset / Contract to Buyer and promptly convey, transfer, assign and deliver such Unassignable Asset / Contract to Buyer. To the extent, and only to the extent, Buyer is able to receive the economic claims, rights and benefits under any Purchased Asset, Buyer shall be responsible for the Assumed Liabilities, if any, arising under such Purchased Asset.

2.3       Assumption of Liabilities .

(a)       Assumed Liabilities .     On the terms and subject to the conditions of this Agreement, effective as of the Closing, Buyer shall assume, and hereby agrees to pay, perform and otherwise discharge fully and timely, the following liabilities or obligations, in each case, solely to the extent related to, resulting from or arising out of the ownership, use or operation of the Purchased Assets or the Transferred Business from and after the Closing (collectively, the “ Assumed Liabilities ”):

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(i)       all liabilities and obligations arising from Proceedings pertaining to or affecting the Business or the Purchased Assets, solely to the extent based on events occurring or a cause of action arising after Closing Date;

(ii)       all liabilities and obligations under the Acquired Contracts, except that Buyer shall not assume or agree to pay, discharge or perform any liabilities or obligations arising out of any breach by Seller of any provision of any Acquired Contract;

(iii)       all liabilities and obligations that are expressly assumed by Buyer and its Affiliates under Section 5.3 ;

(iv)       all liabilities and obligations with respect to each Transferred Employee, except to the extent such liabilities and obligations relate to any acts or omissions occurring prior to the date such Transferred Employee commences services as an employee of Buyer;

(v)       other than the Excluded Taxes, all liabilities, obligations and commitments with respect to Taxes relating to the Business, the Purchased Assets or the Assumed Liabilities; and

(vi)       all liabilities and obligations of the Seller or its Affiliates to pay or perform any obligation or liability pursuant to any guaranty of any Assumed Liability.

(b)       Excluded Liabilities . Notwithstanding anything to the contrary in this Agreement, Buyer is assuming only the Assumed Liabilities specified in Section 2.3(a) , and Buyer is not assuming any liabilities or obligations related to, resulting from or arising out of the ownership, use of the Purchased Assets or operation of the Business prior to the Closing or any other liabilities or obligations of the Seller or any of its Affiliates other than the Assumed Liabilities (collectively, the “ Excluded Liabilities ”), including by way of example only, the following liabilities and obligations:

(i)       all liabilities and obligations in respect of Excluded Taxes;

(ii)       all liabilities and obligations relating to, resulting from or arising out of or under (A) the Benefit Plans (other than those liabilities and obligations that are expressly assumed by Buyer and its Affiliates under Section 5.3 ), (B) Section 302 or Title IV of ERISA or Section 412 of the Code, (C) any Multiemployer Plan, or (D) a violation of COBRA;

(iii)       all liabilities and obligations with respect to (A) each Transferred Employee arising, resulting from or relating to any period prior to the date of Closing, or (B) any Seller Service Providers of the Seller or any of its Affiliates who is not or does not become a Transferred Employee arising, resulting from or relating to any period prior to the date of Closing;

(iv)       all liabilities and obligations arising out of, under or in connection with Contracts that are not Acquired Contracts and, with respect to the Acquired

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Contracts, liabilities and obligations in respect of a breach by or default of the Seller or any of its Affiliates arising under such Contracts in respect of any period prior to the Closing or the applicable Loan Transfer Date;

(v)       all liabilities and obligations to the extent relating to, resulting from or arising out of (A) the Seller’s breach of Contract or violation of applicable Law (including Environmental Law and Environmental Permits) prior to the Closing or the applicable Loan Transfer Date or (B) the Seller’s acts or omissions prior to the Closing or the applicable Loan Transfer Date to the extent such acts or omissions directly give rise to remedies under Contracts to which the Seller was or is a party prior to or as of the Closing or the applicable Loan Transfer Date;

(vi)       all repurchase or indemnification obligations set forth in the Contracts in respect of the In-Process Mortgage Loans that exist as of the applicable Loan Transfer Date and arise from actions or omissions prior to such applicable Loan Transfer Date;

(vii)       all liabilities or obligations related to the matters listed on Schedule 3.3 of the Seller Disclosure Schedules or any other Proceedings pertaining to or affecting the Business, the Purchased Assets, the Seller or its Affiliates, to the extent based on a cause of action arising prior to the Closing Date or the applicable Loan Transfer Date, whether the commencement of such Proceeding is before or after such date;

(viii)       all liabilities or obligations arising out of or relating to any real property owned, leased, occupied or controlled by Seller which is not set forth on Schedule 2.1(a)(ii) of the Seller Disclosure Schedules;

(ix)       Seller’s SEC Investigation; and

(x)       all liabilities and obligations to the extent related to, resulting from or arising out of the Excluded Assets.

2.4       Purchase Price .     The aggregate purchase price to be paid by Buyer (the “ Purchase Price ”) in consideration of the Seller’s conveyance to Buyer of all of its rights, title and interest in and to the Purchased Assets shall be an amount equal to the sum of (a) the Upfront Premium, plus (b) the final and binding Adjusted Net Book Value established pursuant to Section 2.6(a) or Section 2.9 , as applicable, plus (c) the aggregate amount of all Earn-Out Amounts (if any, and subject to Section 5.8(d) ), plus (d) the Volume Retention Payment (if any) paid by Buyer to the Seller in accordance with Section 2.7 , and minus (e) the Volume Retention Payment (if any) set off by Buyer against any Earn-Out Amounts otherwise payable to the Seller in accordance with Section 2.7 .

2.5       Calculation of Estimated Net Book Value .     No less than five (5) Business Days prior to the Closing Date, the Seller shall provide Buyer a certificate (the “ Estimated NBV Certificate ”), prepared in accordance with the Accounting Principles and dated as of the date of delivery, setting forth the Seller’s good faith estimate of the Net Book Value (the “ Estimated Net Book Value ”). The Estimated NBV Certificate shall be accompanied by reasonable

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supporting or underlying documentation used in the preparation thereof. Buyer shall not have any right to refuse to consummate, or delay the consummation of, the transactions contemplated by this Agreement if Buyer disagrees with the Estimated Net Book Value, and Buyer’s sole and exclusive remedy for disagreements with calculation of the Net Book Value shall be compliance with the and remedies under Section 2.6(a) and Section 2.9 , as applicable.

2.6       Post-Closing Net Book Value Adjustment .

(a)       Adjusted Net Book Value . No later than thirty (30) days after the Closing Date, Buyer shall deliver to Seller a certificate (the “ Adjusted NBV Certificate ”), prepared in accordance with the Accounting Principles and dated as of the date of delivery, setting forth Buyer’s good faith determination of the Net Book Value (the “ Adjusted Net Book Value ”). Buyer shall also provide to the Seller reasonable access to the work papers and back-up materials used in preparing the Adjusted NBV Certificate. The Seller shall have ten (10) Business Days to review, and accept or object in writing to, the Adjusted NBV Certificate. If the Seller does not object to the Adjusted NBV Certificate within such ten (10) Business Day period, the Adjusted NBV Certificate and Adjusted Net Book Value shall be deemed to be final in the form and amount delivered by Buyer. If the Seller timely objects to the Adjusted NBV Certificate, Buyer and the Seller shall seek to resolve such objection in a mutually agreeable manner and to agree upon the Adjusted Net Book Value as expeditiously as possible, and if such parties are unable to resolve any such objection within five (5) Business Days after delivery of notice of such objection, the dispute shall be resolved in accordance with the procedures set forth in Section 2.9 .

(b)       Reconciliation of Adjusted Net Book Value . If the final and binding Adjusted Net Book Value, as determined pursuant to Section 2.6(a) or Section 2.9 , as applicable, exceeds the Estimated Net Book Value, then Buyer shall pay the amount of such excess to the Seller, within three (3) Business Days of such determination. If the Estimated Net Book Value exceeds the final and binding Adjusted Net Book Value, as determined pursuant to Section 2.6(a) or Section 2.9 , as applicable, the Seller shall pay the amount of such deficiency to Buyer within three (3) Business Days of such determination.

2.7        Volume Retention Payment .

(a)       Within fifteen (15) Business Days following the Final Transfer Date, Buyer shall deliver its good faith written estimate of the Retained Volume Percentage and the corresponding Volume Retention Payment (the “ Estimated Volume Retention Payment ”) dated as of the date of delivery and accompanied by reasonable supporting or underlying documentation used in the preparation thereof. The Seller shall have ten (10) Business Days to review, and accept or object in writing to, the Estimated Volume Retention Payment. If the Seller does not object to the Estimated Volume Retention Payment within such ten (10) Business Day period, the Estimated Volume Retention Payment shall be deemed to be final in the form and amount delivered by Buyer. If the Seller timely objects to the Estimated Volume Retention Payment, Buyer and the Seller shall seek to resolve such objection in a mutually agreeable manner and to agree upon the Estimated Volume Retention Payment as expeditiously as possible, and if such parties are unable to resolve any such objection within five (5) Business

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Days after delivery of notice of such objection, the dispute shall be resolved in accordance with the procedures set forth in Section 2.9 .

(b)       If the Retained Volume Percentage is (i) equal to or greater than 76%, Buyer shall pay to Seller an amount equal to the corresponding dollar amount under the column entitled “Volume Retention Payment” set forth in Exhibit D for the applicable Retained Volume Percentage and (ii) equal to or less than 74%, Buyer has the right to set-off against any Earn-Out Amounts otherwise payable an amount equal to the corresponding dollar amount under the column entitled “Volume Retention Payment” set forth in Exhibit D for the applicable Retained Volume Percentage. For the avoidance of doubt, no Earn-Out Amounts shall be paid by Buyer to the Seller until any such Earn-Out Amounts which would otherwise be payable exceed the amount of any Volume Retention Payment owed by the Seller to Buyer in accordance with this Section 2.7(b) , and then, only the amount of such excess shall be paid by Buyer to the Seller.

(c)       Within three (3) Business Days from the final determination of the Volume Retention Payment in accordance with Section 2.7(a) or Section 2.9 , as applicable, Buyer shall make a payment to the Seller in an amount equal to the Volume Retention Payment to the extent applicable pursuant to Section 2.7(b) .

2.8        Payments .     Each party shall make each payment due to the other party pursuant to this Agreement not later than the close of business, New York time, on the date when due. All payments shall be paid by wire transfer of immediately available United States federal funds to the account designated in writing by the party that is to receive such money.

2.9        Dispute Resolution .     If Buyer and the Seller are unable to resolve any disputes within the timeframes contemplated by Sections 2.5 , 2.6 and 2.7 and Section 5.8 , any issue related to the calculation of the Estimated Net Book Value, Adjusted Net Book Value, any Earn-Out Amount, or the Volume Retention Payment and the interpretation or application of any financial statements or Accounting Principles, as applicable (collectively, “ Accounting Issues ”), the matter shall be submitted to the Independent Accounting Firm. Promptly after such engagement of the Independent Accounting Firm, Buyer and the Seller shall provide the Independent Accounting Firm with a copy of the applicable documentation relating to the matter in dispute. The Independent Accounting Firm shall have the authority to request in writing such additional written submissions from Buyer or the Seller as it deems appropriate; provided, that a copy of any such submission shall be provided to the other party at the same time as it is provided to the Independent Accounting Firm. Buyer and the Seller shall not make (and shall instruct their Affiliates to refrain from making) any additional submission to the Independent Accounting Firm except pursuant to such written request by the Independent Accounting Firm. Buyer and the Seller shall not communicate (and shall instruct their Affiliates to refrain from communicating) with the Independent Accounting Firm without providing the other party a reasonable opportunity to participate in such communication (including by telephone) with the Independent Accounting Firm (other than with respect to written submissions in response to the written request of the Independent Accounting Firm, a copy of which shall be provided to the other party simultaneously with the provision of such submission to the Independent Accounting Firm). Buyer and the Seller shall use commercially reasonable efforts to cause the Independent Accounting Firm to render its determination on the matter within sixty (60) days of its submission by Buyer and the Seller. Such determination shall be conclusive, non-appealable,

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final and binding upon Buyer and the Seller with respect to such Accounting Issues, based solely on the submission(s) provided to the Independent Accounting Firm by the Seller and Buyer. In resolving any disputed item, the Independent Accounting Firm may not assign a value to any item outside the range of values for such item claimed by the parties. In making its decision, the Independent Accounting Firm shall act as an expert and not an arbiter. The fees and disbursements of the Independent Accounting Firm shall be allocated between the Seller, on the one hand, and Buyer, on the other hand, in proportion to the aggregate amount of disputed items so submitted to the Independent Accounting Firm that are unsuccessfully disputed by each such party as finally determined by the Independent Accounting Firm. Except as otherwise provided in this Section 2.9 , each of Buyer and the Seller shall bear the fees, costs and expenses of its own accountants (other than the fees of the Independent Accounting Firm, which shall be allocated as described above) and all of its other expenses in connection with matters contemplated by this Section 2.9 . In the event of conflict between this Section 2.9 and Section 2.10 below, Section 2.10 shall control.

2.10        Allocation of Purchase Price .

(a)       Within ninety (90) days following the Closing Date, the Seller shall prepare and provide, or cause to be prepared and provided, to Buyer, for Buyer’s review, a proposed allocation of the Purchase Price and other consideration to be paid to the Seller, including the Assumed Liabilities, among the Purchased Assets (the “ Proposed Allocation ”). The Proposed Allocation shall be reasonable and shall be prepared in accordance with the principles of Section 1060 of the Code and the regulations thereunder. The Buyer will review the Proposed Allocation and, to the extent the Buyer disagrees with the content of the Proposed Allocation, the Buyer will inform Seller of such disagreement within thirty (30) days after receipt of the Proposed Allocation. If the Buyer does not object in writing during such thirty (30) day period, then the Proposed Allocation shall be final and binding on all parties. If the Buyer objects in writing during such thirty (30) day period, then the Seller and Buyer will attempt in good faith to resolve any such disagreement. If the Seller and Buyer are unable to reach an agreement on the Proposed Allocation within thirty (30) days (or such other period as mutually agreed by the parties) of the Seller’s receipt of the Buyer’s objection, a mutually agreed nationally recognized independent accounting firm will be retained to resolve solely any issue in dispute as promptly as possible by deciding whether the valuation and related allocation of the Seller or Buyer is more consistent with applicable Law, and the determination of such firm shall be final and binding upon all parties. The allocation as finally determined shall be referred to herein as the “ Final Allocation .” Any subsequent allocation necessary as a result of an adjustment to the consideration to be paid hereunder shall be determined by Buyer in a manner consistent with the Final Allocation. The fees and expenses of the independent accounting firm shall be paid fifty percent (50%) by the Seller and fifty percent (50%) by Buyer.

(b)       Each of the Seller and Buyer agrees to, and to cause its Affiliates to, file all relevant Internal Revenue Service forms, and all federal, state, local and foreign Tax Returns, on a basis consistent with the Final Allocation. Neither Buyer nor the Seller, nor any of their respective Affiliates, shall take any position on any Tax Return or audit inconsistent with such Final Allocation, unless required to do so by applicable Law. Buyer and the Seller shall promptly inform one another of any challenge by any Taxing Authority to any allocation made pursuant to this Section 2.10 and agree to consult and keep one another informed with respect to

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the status of, and any discussion, proposal or submission with respect to, such challenge. The Seller and Buyer each agrees to provide the other promptly with any other information required to complete all relevant Tax forms.

2.11        Closings .

(a)       Closing Date .     The initial closing of the sale and purchase of the Purchased Assets and the assumption of the Assumed Liabilities (the “ Closing ”) shall be held at the offices of Morrison & Foerster LLP, 707 Wilshire Boulevard, Suite 6000, Los Angeles, California 90017, at 8:00 a.m. Pacific time on March 30, 2017, or such other date and time mutually agreed in writing by the parties (the “ Closing Date ”).

(b)       Buyer’s Closing Date Deliveries . At the Closing, Buyer shall deliver to the Seller all of the following:

(i)      the Closing Date Payment;

(ii)     the Bill of Sale, Assignment and Assumption Agreement duly executed by Buyer;

(iii)    the Transition Services Agreement duly executed by Buyer; and

(iv)    such other Documents, instruments of transfer, conveyance, assignment and assumption and certificates as the Seller may reasonably request or as required by Law in connection with the transactions contemplated by this Agreement, including any contemplated by Section 7.2 .

(c)       The Seller’s Closing Date Deliveries .     At the Closing, the Seller shall deliver to Buyer all of the following:

(i)      the Bill of Sale, Assignment and Assumption Agreement duly executed by the Seller;

(ii)     the Transition Services Agreement duly executed by the Seller;

(iii)    the Books and Records (other than the Personnel Records);

(iv)     an updated Schedule 5.3(a) of the Seller Disclosure Schedules to reflect the information therein as of 11:59 pm the day immediately preceding the Closing Date; and

(v)       such other Documents, instruments of transfer, conveyance, assignment and assumption and certificates as Buyer may reasonably request or as required by Law in connection with the transactions contemplated by this Agreement, including any contemplated by Section 7.1 .

(d)       Further Assurances .     From time to time before and after the Closing, the Seller and its Affiliates, as applicable, shall execute and deliver to Buyer such other instruments

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of conveyance and transfer and take such other action as Buyer may reasonably request or as may be otherwise necessary to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement, including to convey and transfer to, and vest in, Buyer and put Buyer in possession of, the Purchased Assets, including any Purchased Assets transferred under Section 2.1(b) ; provided , that Section 2.2 shall govern with respect to any Unassignable Asset / Contract. From time to time before and after the Closing, Buyer and its Affiliates, as applicable, shall execute and deliver to the Seller such other instruments of assumption and take such other action as the Seller may reasonably request or as may be otherwise necessary to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement, including to evidence the assumption by Buyer of the Assumed Liabilities; provided , that Section 2.2 shall govern with respect to any Unassignable Asset / Contract.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE SELLER

Except as disclosed in the Seller Disclosure Schedules delivered by the Seller to Buyer concurrently with the execution of this Agreement, the Seller represents and warrants to Buyer as follows:

3.1        Organization .     The Seller is a national banking association duly organized, validly existing and in good standing under the Laws of the United States of America and has the requisite corporate power and authority necessary to own, lease and operate the properties it purports to own, lease and operate and to carry on its business as now conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. The Seller is duly qualified, authorized or licensed as a foreign corporation to do business, and is in good standing, under the Laws of each jurisdiction where the character of its properties owned, leased or operated by it or the nature of its activities make such qualification or licensing necessary, except for such jurisdictions where the failures to be so duly qualified or licensed and in good standing that would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect.

3.2        Authority; Conflicts; Consents and Approvals .

(a)       The Seller has all requisite corporate power and authority to enter into this Agreement and the Seller Ancillary Agreements and has all requisite power and authority to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and each of the Seller Ancillary Agreements by the Seller has been duly authorized and approved by all necessary corporate action of the Seller, and the consummation by the Seller of the transactions contemplated hereby and thereby has been duly authorized and approved by all necessary corporate action on the part of the Seller. This Agreement has been, and each of the Seller Ancillary Agreements will be at or prior to the Closing, duly and validly executed and delivered by the Seller and (assuming the valid authorization, execution and delivery of this Agreement by Buyer and the validity and binding effect of this Agreement on Buyer) constitutes the legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, and each of the Seller

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Ancillary Agreements upon execution and delivery by the Seller is or will be (assuming the valid authorization, execution and delivery by Buyer), a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms, except, in each case, as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and similar Laws of general application relating to or affecting creditors’ rights and to general equity principles.

(b)       Except as set forth on Schedule 3.2(b) of the Seller Disclosure Schedules, (x) the execution and delivery of this Agreement or any of the Seller Ancillary Agreements by the Seller or any of its Affiliates (y) the consummation of any of the transactions contemplated hereby or thereby by the Seller or any of its Affiliates or (z) the compliance by the Seller or any of its Affiliates with any of the provisions hereof or thereof will not:

(i)       require a consent or approval under, conflict with or result in any violation or breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of benefits or rights under (with or without notice or lapse of time, or both), or give rise to any obligation of the Seller or any of its Affiliates to pay any payment under or increase or accelerate any rights or entitlements of any Person under, or result in the creation or imposition of any Encumbrance (other than Permitted Encumbrances) upon any properties or assets of the Seller or any of its Affiliates under (A) the Charter Documents of the Seller or any of its Affiliates, in each case, as amended as of the date of this Agreement; (B) any Contract to which the Seller or any of its Affiliates is a party or by which any of its properties or assets are subject or bound or by which the Seller or any of its Affiliates is bound; (C) any Law or any Order to which the Seller or any of its Affiliates is a party or by which the Seller or any of the Purchased Assets are bound, other than, in the case of clauses (B) and (C) above, any such breaches, defaults, rights, loss of rights or Encumbrances that would not, individually or in the aggregate, have or reasonably be expected to have a material impact on the Business; or

(ii)       require the Seller to obtain any Regulatory Approval or consent or approval from, or notification to, any other third Person, including any Governmental Body, other than (A) post-Closing notices to Governmental Bodies, (B) any filings that may be required in connection with the Taxes described in Article VI or (C) consents or approvals from any other third Person that would not, individually or in the aggregate, be material to the Business, taken as a whole.

For the avoidance of doubt, no representation or warranty is made by the Seller in this Agreement regarding any Regulatory Approvals or consents or approvals from any other third Person that are required to be obtained by Buyer or any of its Affiliates in connection with the transactions contemplated hereby.

3.3       Compliance with Law; Permits; Litigation .     Except as set forth in Schedule 3.3 of the Seller Disclosure Schedules:

(a)       Currently and for the four (4) years prior to the date hereof, the Seller and each of its Affiliates is currently conducting and has conducted the Business in compliance in all

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material respects with the Applicable Requirements and with all applicable Laws and Orders, including applicable investor requirements, in respect of its conduct of the Business, the Purchased Assets or the Assumed Liabilities. To the Knowledge of the Seller, the Seller is not under investigation with respect to the violation of any Laws and there are no facts or circumstances which would reasonably be expected to form the basis for any such violation in connection with the operation of the Business.

(b)       The Seller holds, owns or possesses all material federal, state, local and foreign permits, approvals, licenses, authorizations, certificates, rights, exemptions and orders from Governmental Bodies necessary for the lawful ownership, operation and use of the properties and assets owned, operated or used in the conduct of the Business as conducted by the Seller as of the date hereof (the “ Seller Permits ”). The Seller is not in default or violation, and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation, in any material respect of any term, condition or provision of any Seller Permit. There are no actions, suits, claims, proceedings at law or in equity, any arbitrations or any administrative or other proceedings, or any investigation or audit, by, before or against any Governmental Body or any other Person (each, a “ Proceeding ”) pending or, to the Knowledge of the Seller, threatened, relating to the suspension, revocation or modification of any of the Seller Permits.

(c)       There are no Proceedings pending (with respect to which the Seller has been served or otherwise notified, in writing) or, to the Knowledge of the Seller, threatened, against the Seller in respect of the Business, the Purchased Assets or the Assumed Liabilities that would, individually or in the aggregate, have or reasonably be expected to have a material impact on the operation of the Business. To the Knowledge of the Seller, there are no facts or circumstances which would reasonably be expected to form the basis for any such Proceeding. The Seller is not subject to any Order that materially restricts the operation of the Business or that has or would reasonably be expected to have a Material Adverse Effect.

3.4        Absence of Changes .     Except as expressly contemplated by this Agreement or as set forth on Schedule 3.4 of the Seller Disclosure Schedules, since September 30, 2016, (a) the Seller has conducted the Business only in the Ordinary Course of Business and (b) there has not been any Material Adverse Effect, and no event, circumstance, development, state of facts, occurrence, change or effect exists or has occurred which would reasonably be expected to result in a Material Adverse Effect.

3.5       Labor Matters .

(a)       The Seller is not a party to, or otherwise bound by, any collective bargaining agreement with any labor union, staff council, works council, labor organization, or other workers’ group or representative with respect to the Seller Service Providers.

(b)       Except as alleged by plaintiffs in the matters set forth on Schedule 3.5(b) , within the last four (4) years, the Seller has been in compliance with all applicable Laws relating to employment, labor and/or use of independent contractors, consultants and other agents, including all applicable Laws relating to wages and other compensation (including overtime), hours, benefits (including but not limited to sick leave and paid time off benefits), collective

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bargaining, employment discrimination, harassment, retaliation, whistleblowing, civil rights, safety and health, workers’ compensation, pay equity, classification of workers as employees or independent contractors, classification of employees, independent contractors, consultants and other agents, immigration and work authorization, reductions in force, mass layoffs, and facility closings, and the collection and payment of withholding and/or social security taxes.

(c)       In relation to any Seller Service Provider, including any employee, director, officer, independent contractor, consultant or other agent or Labor Organization, there are no, and within the past four (4) years prior to the date hereof there has been no, material claims, disputes, proceedings, unfair labor practice charges, grievances, arbitrations, administrative charges or complaints (whether individual or collective) pending or, to the Knowledge of Seller, threatened against the Seller or any of its Subsidiaries, including before the National Labor Relations Board, the Department of Fair Employment and Housing, the Division of Labor Standards Enforcement, the Equal Employment Opportunity Commission or any other Governmental Authority.

(d)       The Seller is not a party to, or otherwise bound by, any order or consent decree with, or citation by, any Governmental Authority with respect to any employee, director, officer, independent contractor, consultant or other agent, Labor Organization, or employment or labor practices. To the Knowledge of the Seller, the Seller is not subject to any affirmative action obligations under any Law, including, without limitation, Executive Order 11246, or is a government contractor for purposes of any Law with respect to the terms and conditions of employment, including without limitation, the Service Contracts Act or prevailing wage laws.

(e)       Within the past four (4) years prior to the date hereof, neither the Seller nor any of its Subsidiaries has experienced a “plant closing,” “business closing,” or “mass layoff” (as defined in the Worker Adjustment and Retraining Notification Act or any comparable state, local, foreign or other Law (collectively, the “ WARN Act ”)), or engaged in or conducted any other reduction in force of any employees, independent contractors, consultants, or other agents. If required by Law, Seller shall give all notices and other information required to be given prior to Closing to Business Employees and any applicable government entities in compliance with WARN and any state law WARN equivalent and as they relate to the transactions contemplated herein.

(f)       Each Business Employee provides services primarily related to the Business. Other than the Business Employees, no employee of the Seller or any of its Affiliates provides services primarily related to the Business.

3.6        Employee Benefits .

(a)       Schedule 3.6(a) of the Seller Disclosure Schedules sets forth a list of each material Benefit Plan. With respect to each Benefit Plan, the Seller has made available to Buyer, to the extent applicable, (i) a copy of each such material Business Benefit Plan or a summary of the material terms and conditions thereof; and (ii) the most recent Internal Revenue Service determination, opinion or advisory letter.

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(b)       Each Benefit Plan that is intended to be qualified within the meaning of Section 401(a) of the Code is, to the Knowledge of the Seller, so qualified and has received a currently effective favorable determination letter, or is entitled to rely on an opinion letter, as to its qualification. Except as could not reasonably be expected to result in material liability to Buyer or any Business Employee; (i) each Benefit Plan has been operated in compliance with its terms and applicable Law; (ii) all contributions, premiums and expenses required to be made by applicable Law or by the terms of a Benefit Plan have been timely made; and (iii) there are no Proceedings by any Governmental Body, termination proceedings or other claims pending or, to the Knowledge of the Seller, threatened against any Benefit Plan (except routine claims for benefits payable under the Benefit Plans).

(c)       No Benefit Plan is subject to Section 302 or Title IV of ERISA or Section 412 or 4971 of the Code and, except as could not reasonably be expected to result in material liability to Buyer, the Seller does not have any liability (including liability on account of an ERISA Affiliate) under Section 302 or Title IV of ERISA or Section 412 or 4971 of the Code.

(d)       The Seller does not contribute to (and has not previously contributed to or had an obligation to contribute to) any Multiemployer Plan on behalf of any Business Employee or with respect to the Business, and, except as could not reasonably be expected to result in liability to Buyer, the Seller does not have any liability (including liability on account of an ERISA Affiliate) with respect to a Multiemployer Plan.

(e)       No Benefit Plan provides or has an obligation to provide health insurance, life insurance, disability insurance or death benefits to Business Employees beyond their retirement or other termination of service, other than as required by Section 4980B of the Code.

(f)       Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby (whether alone or together with any other events) will (i) result in any material payment becoming due to any Business Employee, (ii) materially increase any benefits otherwise payable to any Business Employee, or (iii) result in the acceleration of the time of payment or vesting of any such benefits. Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby (whether alone or together with any other events) will or could reasonably be expected to result in any payment or benefit constituting a “parachute payment” for purposes of Section 280G of the Code.

3.7        No Brokers .     Except for the Persons set forth on Schedule 3.7 of the Seller Disclosure Schedules (whose broker’s fees, commissions or finder’s fees shall be paid solely by the Seller or its Affiliates), neither the Seller nor any of its Affiliate has employed any broker or finder or incurred any liability for any broker’s fees, commissions or finder’s fees in connection with the transactions contemplated by this Agreement.

3.8        Tax Matters .     (a) None of the Purchased Assets is “tax exempt use property” within the meaning of Section 168(h) of the Code; (b) none of the Purchased Assets is a lease made pursuant to Section 168(f)(8) of the Internal Revenue Code of 1954; (c) no liens for Taxes have been filed and no claims for Taxes have been asserted in writing with respect to the Business, the Purchased Assets or the Assumed Liabilities; (d) all Tax Returns required to be filed by the Seller have been duly and timely filed (or have been timely filed on their behalf) and

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each such Tax Return is true, correct and complete in all material respects; (e) the Seller has paid all Taxes required to be paid by it (except those that are being contested in good faith and in accordance with applicable Law that are not reasonably likely to affect Buyer); (f) no written claim has ever been made by a Taxing Authority in a jurisdiction where the Seller has never paid Taxes or filed Tax Returns asserting that the Seller is or may be subject to Taxes assessed by such jurisdiction; (g) there is no material dispute or claim concerning any Tax liability of the Business either (A) claimed or raised by any Taxing Authority in writing or (B) to the Knowledge of the Seller; (h) all of the Purchased Assets have been properly listed and described on the property tax rolls for all periods prior to and including the Closing and no portion of the Purchased Assets constitutes omitted property for property tax purposes; (i) the Seller has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party, and all Forms W-2, 1095 and 1099 required with respect thereto have been properly completed and timely filed; and (j) the Seller has prepared and timely distributed 2016 annual Forms 1095-C.

3.9        Title to and Sufficiency of Assets .

(a)       The Seller, owns and has good and valid title to, or a valid leasehold interest in or other right to use, all of the Purchased Assets, free and clear of any Encumbrances other than Permitted Encumbrances. None of the Purchased Assets is owned by any Person other than the Seller, and no other Person has any interests (economic or otherwise) in any of the Purchased Assets. All of the Purchased Assets are (i) in reasonable operating condition, ordinary wear and tear excepted, and (ii) available for use in the operation of the Business.

(b)       Subject to Section 2.2 , and assuming the accuracy of Buyer’s representation and warranties set forth herein, immediately following the Closing, Buyer will be vested with good and valid fee or leasehold title to the Purchased Assets, free and clear of any Encumbrances other than Permitted Encumbrances and Encumbrances created by or resulting from any actions taken by Buyer, and no other Person shall have any right, title or interest in or right to use any Purchased Assets other than Buyer except to the extent expressly permitted by Buyer.

(c)       Except for any services to be provided to Buyer pursuant to the Transition Services Agreement, the Purchased Assets constitute all the assets, properties, interests and rights used in or necessary in all material respects for Buyer to conduct the Transferred Business from and after the Closing without interruption in substantially the same manner as the Business conducted immediately prior to the Closing.

3.10        Financial Statements .

(a)       The Seller has made available to Buyer true and complete copies of the Seller’s Consolidated Reports of Condition and Income for A Bank with Domestic Offices Only – FFIEC 041 for the fiscal year ending December 31, 2016, as submitted to the Federal Financial Institutions Examination Council on January 30, 2017 (the “ Call Report ”).

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3.13        In-Process Mortgage Loans .

(a)       A report of the In-Process Mortgage Loans dated as of the date immediately preceding the date of this Agreement is set forth as Schedule 3.13(a) of the Seller Disclosure Schedules, and was prepared in good faith from the books and records of the Seller, and is true accurate and complete in all material respects.

(b)       The Seller has provided Buyer with a complete and correct copy of the Seller’s underwriting policies and guidelines currently in effect (the “ Underwriting Guidelines ”). With respect to the In-Process Mortgage Loans, the Seller and any prior originator, seller, broker and underwriter performed all solicitation, application, processing and origination activities related thereto in accordance with all Applicable Requirements and the Underwriting Guidelines for the applicable stage of processing for such In-Process Mortgage Loans. The In-Process Mortgage Loans arose out of bona fide transactions in the Ordinary Course of Business (except as otherwise required by Law). The Mortgage Files relating to such In-Process Mortgage Loans accurately and completely reflect, or will reflect, the condition and terms of such In-Process Mortgage Loans as of the Closing Date and conform in all material respects to Applicable Requirements for the stage of processing. The In-Process Mortgage Loans are not registered with an applicable investor pursuant to an investor commitment or otherwise. The Seller is the sole owner of, and no other Person has any interest in or rights relating to the In-Process Mortgage Loans. No Person committed any act of fraud with respect to the solicitation, application, processing or origination of the In-Process Mortgage Loans.

3.14        Agency Approvals .     The Seller is approved as a seller-servicer and in good standing with Fannie Mae. The Seller has all necessary Fannie Mae approvals to originate and service Mortgage Loans in each state in which the Seller operates the Business. The Seller has all Freddie Mac approvals necessary to operate the Business as currently conducted. The Seller is an FHA-approved nonsupervised mortgagee with direct endorsement authority, is in good standing and has all necessary HUD-approvals to originate FHA Loans in each state in which the Seller originates FHA Loans. The Seller is a Ginnie Mae-approved issuer of mortgage-backed securities guaranteed by Ginnie Mae and is in good standing with Ginnie Mae. The Seller is an approved automatic lender for processing loans with, requesting loan note guarantees from USDA under its Rural Housing Services program. The Seller is an approved VA automatic lender authorized to originate VA Loans. All such lender approvals and agreements are in full force and effect. The Seller is not in default in the performance, observance or fulfillment of any of its material obligations or covenants under any Contract entered into with any Agency.

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3.15        Privacy and Data Security Policies .

(a)       Each Seller Privacy Policy applicable to any of the Purchased Assets or the operation of the Business prior to Closing states that Personal Data may be transferred in a merger, acquisition, change of control, reorganization or sale of assets of the Seller.

(b)       The Seller has complied and all third-party service providers with access to Seller Data have complied and are required to comply at all times with all of the Seller Privacy Policies and with all applicable Laws and Contracts pertaining to privacy or Personal Data. None of (i) the execution, delivery or performance of this Agreement or any of the other agreements, documents or instruments referred to in this Agreement, or (ii) any of the transactions contemplated by this Agreement or any such other agreement, document or instrument, or (iii) Buyer’s possession or use of the Personal Data after the Closing, will result in any material violation of any Seller Privacy Policy or any applicable Laws or Contracts pertaining to privacy or Personal Data.

(c)       The Seller has never suffered a security breach with respect to any of the Seller Data, and there has been no unauthorized or illegal use of or access to any Seller Data. The Seller has not notified or been required to notify any Person of any information security breach involving Personal Data.

3.16        Real Property .

(a)       The Seller does not own any real property used in connection with the Business. Seller is not obligated or bound by any options, obligations or rights of first refusal or contractual rights to sell, lease or acquire any real property in connection with the Business.

(b)       Schedule 3.16(b) of the Seller Disclosure Schedules sets forth the address of each real property used primarily in the operations of the Business subject to a Lease (“ Leased Real Property ”). The Seller has made available to Buyer correct and complete copies of all of the Leases and any and all ancillary documents pertaining thereto and to which the Seller is a party or is bound. Each Lease is compliant with Applicable Requirements in all material respects. Each Lease is in full force and effect and is enforceable against the lessor that is party thereto in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar Laws of general application relating to or affecting creditors’ rights and to general equity principles. Neither the Seller nor, to the Knowledge of the Seller, any other party, is in material breach or default under any Lease, and no event has occurred that would constitute a breach or default (or an event which, with notice or the passage of time or both, would become a material breach of default) under any Lease by the Seller or, to the Knowledge of the Seller, any other party. The Seller has not assigned, transferred or pledged any interest in any of the Leases. To the Knowledge of the Seller, there are no leases, subleases, licenses, or other agreements granting to any Person the right of use or occupancy of any portion of the Leased Real Property (except under the Leases). To the Knowledge of the Seller, all buildings, structures, facilities and improvements located on the Leased Real Property, are in all material respects in good operating condition and repair (ordinary wear and tear excepted) and suitable and adequate for continued use in the manner in which they are presently being used.

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(c)       To the Knowledge of the Seller, the leasing, occupancy or use of the Leased Real Property is not in violation, in any material respect, of any Law, including any building, zoning or other Law. The Seller has not received any notice, with respect to any part of the Leased Real Property, of (i) any violation of any zoning, subdivision or building Law applicable thereto, (ii) taking or intent to take by eminent domain any part of such property or (iii) commencement of enforcement proceedings with respect to delinquent Taxes.

3.17        Tangible Personal Property .     The Seller and its Affiliates have good and marketable title to all of the items of tangible personal property used in the Business (except as sold or disposed of subsequent to the date thereof in the Ordinary Course of Business and not in violation of this Agreement), free and clear of any and all Encumbrances other than Permitted Encumbrances. All such items of tangible personal property which, individually or in the aggregate, are material to the Business are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes used.

3.18        Intellectual Property .     Neither the conduct or the operation of the Business infringes, violates, misuses or constitutes misappropriation or results from the misappropriation of any Intellectual Property or other proprietary rights of any Person and, to the Knowledge of the Seller, will not infringe, violate, misuse or constitute misappropriation any Intellectual Property or other proprietary rights of any Person. There is no pending or, to the Knowledge of the Seller, threatened Action before any Governmental Body alleging that the conduct or operation of the Business infringes, violates, misuses or misappropriates the Intellectual Property of or other proprietary rights of any Person.

3.19        No Other Representations and Warranties .     Except for the representations and warranties expressly set forth in this Agreement or any Seller Ancillary Agreement, neither the Seller nor any of its Affiliates or Representatives makes or shall be deemed to make any representation or warranty, express or implied, to Buyer with respect to the Purchased Assets, the Business or otherwise, and the Seller hereby disclaims any such other representation or warranty whether made by the Seller or any of its Affiliates or Representatives.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF BUYER

Except as disclosed in the Buyer Disclosure Schedules delivered by Buyer to the Seller concurrently with the execution of this Agreement, Buyer hereby represents and warrants to the Seller as follows:

4.1        Organization . Buyer is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has the requisite corporate power and authority necessary to own, lease and operate the properties it purports to own, lease and operate and to carry on its business as now conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would not, individually or in the aggregate, have or reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement. Buyer is duly qualified, authorized or licensed as a foreign corporation to do business, and is in good standing, under the Laws of each

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jurisdiction where the character of its properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such jurisdictions where the failures to be so duly qualified or licensed and in good standing that would not, individually or in the aggregate, have or reasonably be expected to have a Buyer Material Adverse Effect.

4.2        Authority; Conflicts; Consents and Approvals .

(a)       Buyer has all requisite corporate power and authority to enter into this Agreement and the Buyer Ancillary Agreements and has all requisite power and authority to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and each of the Buyer Ancillary Agreements by Buyer has been duly authorized and approved by all necessary corporate action of Buyer, and the consummation by Buyer of the transactions contemplated hereby and thereby has been duly authorized and approved by all necessary corporate action on the part of Buyer. This Agreement has been, and each of the Buyer Ancillary Agreements will be at or prior to the Closing, duly and validly executed and delivered by Buyer and (assuming the valid authorization, execution and delivery of this Agreement by the Seller and the validity and binding effect of this Agreement on the Seller) constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, and each of the Buyer Ancillary Agreements upon execution and delivery by Buyer is or will be (assuming the valid authorization, execution and delivery by the Seller), a legal, valid and binding obligation of Buyer, enforceable against it in accordance with its terms, except, in each case, as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and similar Laws of general application relating to or affecting creditors’ rights and to general equity principles.

(b)       The execution and delivery of this Agreement or any of the Buyer Ancillary Agreements by Buyer, the consummation of any of the transactions contemplated hereby or thereby by Buyer or the compliance of Buyer with any of the provisions hereof or thereof will not:

(i)       conflict with or result in any violation or breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of benefits or rights under (with or without notice or lapse of time, or both) or give rise to any obligation of Buyer to pay any payment under or increase or accelerate any rights or entitlements of any Person under, (A) the Charter Documents of Buyer, in each case, as amended as of the date of this Agreement; (B) any Contract to which Buyer is a party or by which any of its properties or assets are subject or bound or by which Buyer is bound; (C) any Law or any Order to which Buyer is a party or by which it is bound, other than, in the case of clauses (B) and (C) above, any such breaches, defaults, rights or loss of rights that would not, individually or in the aggregate, have or reasonably be expected to have a Buyer Material Adverse Effect; or

(ii)       require Buyer to obtain any Regulatory Approval or consent or approval from, or notification to, any other third Person, including any Governmental Body, other than (A) any filings as may be required in connection with the Taxes

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described in Article VI , and (B) any license or other approval of a Governmental Body required to enable Buyer to operate the Transferred Business.

4.3        Litigation .     There are no Proceedings pending (with respect to which Buyer has been served or otherwise notified, in writing) or, to the Knowledge of Buyer, threatened, against Buyer or its Affiliates, that would, individually or in the aggregate, have or reasonably be expected to have a Buyer Material Adverse Effect. Buyer is not subject to any Order, which has or would reasonably be expected to have a Buyer Material Adverse Effect.

4.4        No Brokers .     Except for the Persons set forth on Schedule 4.4 of the Buyer Disclosure Schedules (whose broker’s fees, commissions or finder’s fees shall be paid solely by Buyer or its Affiliates), neither Buyer nor any Affiliate of Buyer has employed any broker or finder or incurred any liability for any broker’s fees, commissions or finder’s fees in connection with the transactions contemplated by this Agreement.

4.5        Financial Wherewithal .     Buyer will have, as of the Closing and each other date on which a payment is due to the Seller hereunder, funds necessary (whether by financing or otherwise) to pay the Closing Date Payment and each such other payment due to the Seller hereunder on the terms and conditions contained herein.

4.6       Investigation .     Buyer acknowledges that it has made its own assessment of the condition of the Purchased Assets and the Business, and in making its determination to proceed with the transactions contemplated by this Agreement, Buyer has relied on the results of such assessment and on the representations and warranties, covenants and other agreements of the Seller expressly set forth in this Agreement and the Ancillary Agreements, and any exhibit schedule or certificate delivered pursuant hereto or thereto. Buyer understands, acknowledges and agrees that neither the Seller nor any of its Affiliates or Representatives has made, and shall not be deemed to have made, any express or implied representation or warranty, either written or oral, in the materials relating to the Purchased Assets and the Business made available to Buyer, including due diligence materials, or in any presentation of the Business by management of the Seller or other Persons in connection with the transactions contemplated hereby, and no statement contained in any of such materials or made in any such presentation shall be deemed a representation or warranty hereunder or otherwise or deemed to be relied upon by Buyer in executing, delivering and performing this Agreement and the transactions contemplated hereby. Buyer understands, acknowledges and agrees that any cost estimates, projections or other predictions, any data, any financial information or any memoranda or offering materials or presentations, including any offering memorandum or similar materials made available by the Seller or its Affiliates or Representatives are not and shall not be deemed to be or to include representations or warranties of the Seller or such Persons, and are not and shall not be deemed to be relied upon by Buyer in executing, delivering and performing this Agreement and the transactions contemplated hereby.

4.7        No Other Representations and Warranties .     Except for the representations and warranties expressly set forth in this Agreement or any Buyer Ancillary Agreement, neither Buyer nor any of its Affiliates or Representatives makes or shall be deemed to make any representation or warranty, express or implied, to the Seller and Buyer hereby disclaims any such

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other representation or warranty whether made by Buyer or any of its Affiliates or Representatives.

ARTICLE V

PRE-CLOSING MATTERS AND OTHER COVENANTS

5.1        Publicity .     Buyer and the Seller shall consult in good faith with each other before issuing any press release or making any public statement with respect to the transactions contemplated hereby and shall not issue any such press release or make any such public statement without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed; provided , however , that either party may, without the prior consent of the other, issue such press release or make such public statement as may be required by applicable Law or the applicable rules and regulations of the U.S. Securities and Exchange Commission (the “ SEC ”), the New York Stock Exchange or other applicable Governmental Body if, to the extent permitted or practicable, it has used reasonable best efforts to consult with the other party with respect to timing and content thereof. The initial press release(s) announcing the transactions contemplated by this Agreement shall be issued promptly following execution of this Agreement by both parties hereto. Each of Buyer and the Seller agrees that the terms of this Agreement shall not be disclosed or otherwise made available to the public and that copies of this Agreement shall not be publicly filed or otherwise made available to the public, except where such disclosure, availability or filing is required by applicable Law and only to the extent required by such Law. In the event that such disclosure, availability or filing is required by applicable Law, each of Buyer and the Seller (as applicable) agrees to use its commercially reasonable efforts (a) to obtain confidential treatment of this Agreement with the SEC (or the equivalent treatment by any other Governmental Body) and (b) to redact such terms of this Agreement as the other party shall request.

5.2       Transitional Trademark License; Domain Name Redirect .

(a)       Except as expressly set forth in Section 5.2(b) , the Seller is not conveying ownership rights or granting Buyer a license to use the trademark or tradename “Banc Home Loans” or any trademark or name that is similar in sound or appearance to such mark or name (collectively, the “ Retained Names and Marks ”) or any other trademarks or tradenames of the Seller or any Affiliate of the Seller, and, after the Closing, Buyer shall not, and shall not permit any of its Affiliates to, use in any manner the Retained Names and Marks, except as permitted by Section 5.2(b) . For the avoidance of doubt, Buyer acknowledges and agrees that none of Buyer or its Affiliates is purchasing, acquiring, receiving a license to or otherwise obtaining any right, title or interest in, to or under any Intellectual Property owned or licensed by the Seller or any of its Affiliates, except as expressly set forth in Section 5.2(b) .

(b)       Buyer shall be entitled (and for avoidance of doubt, may permit its employees) to reference the name “Banc Home Loans” solely in the following manner and in the following circumstances:

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(i)       “Banc Home Loans” must be in the same type size and font as the other typeface in the paragraph, and the ProximaNova typeface and gold ring logo of Banc Home Loans may not be used;

(ii)       in communications to customers concerning Closing Date In-Process Mortgage Loans and Subsequent In-Process Mortgage Loans included in the Purchased Assets, Buyer may state that such Mortgage Loan was originated by a Business Employee, that the Business Employee has become a Transferred Employee, and that such Mortgage Loan has transferred to Buyer on terms and conditions at least as favorable as those with the Seller or its Affiliates; and

(iii)       Buyer shall direct its employees not to use or reference “Banc Home Loans” other than in compliance with the foregoing.

(c)       Buyer shall not take any action that suggests any affiliation between Buyer and one or more of the Seller or its Affiliates, and Buyer shall direct its employees not to take any such action. For avoidance of doubt, the communications permitted by Section 5.2(b) do not constitute actions that suggest any affiliation between Buyer and one or more of the Seller or its Affiliates.

(d)       The Seller or its Affiliates shall redirect the following website to a URL designated by Buyer on March 31, 2017, and shall continue to so redirect such website until July 31, 2017, at which time, such redirection shall cease, and the Seller and its Affiliates shall cease use of such website:

(i)       https://bhltpo.banchomeloans.com

(e)       The Seller or its Affiliates shall redirect the following websites to a URL designated by Buyer on June 26, 2017, and shall continue to so redirect such websites until July 31, 2017, at which time, such redirection shall cease, and the Seller and its Affiliates shall cease use of such websites:

(i)       http://www.banchomeloans.com

(ii)     https://www.linkedin.com/company/banc-home-loans

(iii)     https://www.facebook.com/BancHomeLoans

(iv)     https://twitter.com/BancHomeLoans

(f)       From the Closing Date until July 31, 2017, the Seller or its Affiliates shall redirect each Loan Officer website to a URL designated by Buyer on the relevant Loan Officer Transfer Date, and the hyperlink for such Loan Officer on the Seller’s or its Affiliates’ website loan officer portal http://banchomeloans.mybanc/SitePages/Loan%20Officer%20Portal.aspx will be removed on such date.

(g)       From the Closing until June 26, 2017, the Seller may continue to use the Retained Names and Marks in connection with the operation of the Business.

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(h)       From June 27, 2017 until July 31, 2017, the Seller may continue to use the Retained Names and Marks in connection with any wind-down activities in connection with the operation of the Business.

(i)       From August 1, 2017 through the end of the Earn-Out Period, neither the Seller nor any of its Affiliates shall use the Retained Names and Marks for any purpose.

5.3        Employees and Employee Benefits .

(a)       Offers of Employment .     Set forth on Schedule 5.3(a) of the Seller Disclosure Schedules is a list of each Business Employee as of the date hereof, separately identifying the Closing Date Transferred Employees from those that require a State NMLS License prior to commencing employment or service with Buyer or its Affiliates. Promptly following the date hereof, Buyer shall offer employment to each Business Employee on terms consistent with this Section 5.3 , in each case commencing on the applicable Business Employee’s Transfer Date; provided , however , that Buyer shall have no obligation to offer employment to any Business Employee that is not eligible for re-hire by Buyer, and further, in the event Buyer offers employment to any such Business Employee that is not eligible for re-hire by Buyer, Buyer shall have the right to rescind such offer. The effectiveness of any offer shall be conditioned on, among other things, the occurrence of the Closing hereunder and upon the Business Employee becoming State NMLS Licensed to the extent required under applicable Law to perform such Business Employee’s duties with Buyer. Each Business Employee who accepts Buyer’s offer of employment pursuant to this Section 5.3(a) , and each Business Employee who accepts an offer of employment from Buyer in accordance with Section 5.3(f) , and, in each case, provides services to Buyer, shall be referred to herein as a “ Transferred Employee .” Until the applicable Transfer Date, each Business Employee shall (subject to Section 5.9(c) ) remain employed by the Seller or its Affiliates.

(b)       Terms and Conditions of Employment .     With respect to each Transferred Employee, Buyer shall, for a period of at least six (6) months following the Closing Date (the “ Continuation Period ”), provide (A) the Transferred Employees with employee benefits that are comparable to the employee benefits provided by Buyer to its similarly situated employees, and (B) base salaries based on Buyer’s compensation plan. As of and after the applicable Transfer Date, Buyer shall provide to each Transferred Employee full credit for all purposes (other than for purposes of defined benefit plans or retiree medical arrangements) under any Business Benefit Plan and each other employee benefit plan, policy or arrangement sponsored, maintained or contributed to by Buyer or any of its Affiliates (each, a “ Buyer Benefit Plan ”) for such Transferred Employee’s service prior to the Transfer Date with the Seller or any of its Affiliates, to the same extent such service is recognized by the Seller and its Affiliates immediately prior to the Transfer Date; provided , that such service shall not be credited to the extent it would result in a duplication of benefits. From the Closing until June 26, 2017, Buyer shall not terminate the employment of any Transferred Employee other than for cause.

(c)       Health Plan Coverage .     Buyer shall use commercially reasonable efforts to (i) cause each Transferred Employee and his or her eligible dependents to be covered on and after the applicable Transfer Date by a group health Buyer Benefit Plan that does not limit or exclude coverage on the basis of any preexisting condition of such Transferred Employee or

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dependent (other than any limitation already in effect under the corresponding group health Benefit Plan) or on the basis of any other exclusion or waiting period not in effect under the corresponding group health Benefit Plan, and (ii) provide each Transferred Employee full credit under such group health Buyer Benefit Plan, for the year in which the Transfer Date occurs, for any deductible or co-payment already incurred by the Transferred Employee under the corresponding group health Benefit Plan and for any other out-of-pocket expenses that count against any maximum out-of-pocket expense provision of the corresponding group health Benefit Plan or such group health Buyer Benefit Plan, but only to the extent the Seller provides Buyer with all information reasonably necessary for Buyer to comply with its obligations under this Section 5.3(c) .

(d)       COBRA .     With respect to any Transferred Employee who elects continuation coverage under any Benefit Plan pursuant to COBRA, the Seller shall provide such coverage at the rates offered to active employees until the earlier of (i) December 31, 2017, and (ii) the date such Transferred Employee’s right to continuation coverage ceases. With respect to any such Transferred Employee and the period during which he or she receives such continuation coverage at active employee rates, Buyer shall reimburse the Seller in an amount equal to the difference between the rate otherwise offered by the Seller for continuation coverage under COBRA, less the amount offered to active employees, in each case, for the coverage selected by such Transferred Employee.

(e)       Accrued Vacation, Sick Leave and Personal Time .     On each Transferred Employee’s Transfer Date, the Seller shall make a payment to such Transferred Employee for all accrued but unpaid wages (including any accrued but unused paid time off), other than any PTO Rollover Employee. With respect to each PTO Rollover Employee, Buyer shall recognize and assume all accrued but unused vacation time (including any liabilities to PTO Rollover Employees for payments in respect of earned but unused vacation time that arise as a result of the termination of employment contemplated by this Section 5.3 ). Upon each Transfer Date of a PTO Rollover Employee, the Seller shall promptly (and, in any event, within ten (10) Business Days following the applicable Transfer Date and the date of the applicable payment) make a payment to Buyer equal to the amount of any amounts assumed by Buyer pursuant to the immediately preceding sentence (along with an amount equal to any related employment Tax obligations). Buyer shall allow the PTO Rollover Employees to use the vacation, sick leave and personal time recognized or established in accordance with the second sentence of this Section 5.3(d) in accordance with the terms of Buyer’s programs in effect immediately from time to time (in addition to, and not in lieu of, any vacation accrued under the applicable vacation plans or policies of Buyer or its Affiliates on or following the applicable Transfer Date).

(f)     Inactive Employees .     If any Business Employee is on a leave of absence or otherwise not actively employed as of his or her applicable Transfer Date, then the offer of employment to him or her shall not become effective until the first Monday that is at least two (2) days after the date such Business Employee is able to return to work; provided , however , that if he or she is not so able to return to work within eight (8) months following the Closing Date, or he or she is on suspension for cause as of the Closing, then such offer of employment shall be deemed to have been revoked and Buyer shall not have any responsibilities or obligations with respect to such Business Employee.

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(g)       401(k) Plan .     Effective as of, or as soon as reasonably practicable following, the applicable Transfer Date, each Transferred Employee shall be eligible to participate in the Caliber Home Loans, Inc. 401(k) Plan (the “ Buyer 401(k) Plan ”), subject to the terms and conditions of the Buyer 401(k) Plan. As soon as practicable after the applicable Transfer Date, the Seller and Buyer shall take all action necessary to provide that each Transferred Employee may elect to rollover his or her full account balance (including cash, notes (in the case of loans) or a combination thereof) in the Banc of California, Inc. 401(k) Plan to the Buyer 401(k) Plan, if so directed by the applicable Transferred Employee.

(h)       No Third-Party Beneficiaries or Amendments to Benefit Plans .     Without limiting the generality of the last sentence of Section 10.4 , nothing in this Agreement shall confer upon any Business Employee any right to continue in the employ or service of the Seller, Buyer or any of their respective Affiliates, or shall interfere with or restrict in any way the rights of the Seller, Buyer and their respective Affiliates to discharge or terminate the services of any Business Employee at any time for any reason whatsoever, with or without cause. Nothing in this Agreement shall be deemed to (i) establish, amend, or modify any Benefit Plan, Buyer Benefit Plan or any other employee benefit plan, program, agreement or arrangement, or (ii) alter or limit the ability of the Seller, Buyer or any of their respective Affiliates to amend, modify or terminate any particular Benefit Plan, Buyer Benefit Plan or any other employee benefit plan, program, agreement or arrangement.

(i)       Incentive Bonuses .     Buyer shall offer the Transferred Employees who are retail loan officers (excluding, for avoidance of doubt, any Closing Date Transferred Employees (the “ Subject Loan Officers ”)) an additional incentive in the amount of 20 basis points added to their respective commissions for Mortgage Loans originated by such Transferred Employees and funded by Buyer during the period commencing on April 28, 2017 and ending on September 30, 2017. Buyer shall offer the Transferred Employees who are retail branch managers (excluding, for avoidance of doubt, any Closing Date Transferred Employees) an additional incentive in the amount of 5 basis points added to their respective overrides for Mortgage Loans originated by such Subject Loan Officers subject to his or her management and funded by Buyer during the period commencing on April 28, 2017 and ending on November 30, 2017. Buyer shall offer the Transferred Employees who are regional vice presidents (excluding, for avoidance of doubt, any Closing Date Transferred Employees) an additional incentive in an aggregate amount equal to $900,000, which amount shall be allocated among such regional vice presidents and paid on January 31, 2018. The amounts referred to in the immediately preceding three sentences shall be referred to as the “ Additional Incentives .” The Seller shall reimburse Buyer for 50% of the Additional Incentives, subject to a cap of $2,000,000 in the aggregate. Such reimbursement shall be paid on a monthly basis, within two Business Days following Buyer’s delivery of reasonable supporting documentation regarding the Additional Incentives paid with respect to such month.

5.4        Fees and Expenses; Seller Reimbursement .

(a)       Except as otherwise expressly provided in this Agreement, all costs and expenses incurred in connection with this Agreement and each other agreement, document and instrument contemplated by this Agreement and the transactions contemplated hereby and thereby, including the fees and disbursements of counsel, financial advisors and accountants, shall be paid by the party incurring such costs and expenses.

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(b)       Notwithstanding the foregoing, following the Final Transfer Date, Buyer shall deliver a statement setting forth any costs and expenses (including costs and expenses incurred pursuant to Section 5.9(f) ) incurred in connection with obtaining or seeking to obtain State NMLS Licenses for Loan Officers which do not become Transferred Employees by the Final Transfer Date. Buyer shall, at its option, be entitled to set-off from any amount otherwise payable to the Seller pursuant to this Agreement, including the Closing Date Payment, the Volume Retention Payment or any then-payable Earn-Out Amount, the amount of any such costs and expenses. Any amount not so set-off shall be promptly reimbursed by the Seller to Buyer.

5.5        Non-Solicitation .     If (x) the Closing occurs, then during the Earn-Out Period, or (y) the Closing does not occur, then during the two (2) year period following termination of this Agreement pursuant to Section 8.1 , neither the Seller nor Buyer shall, directly or indirectly on behalf of any other Person, hire for employment or retain as an independent contractor or consultant any employee of the other party (collectively, the “ Restricted Employees ”) without such other party’s prior written consent; provided , that it shall not be a violation of this Section 5.5 for a party to solicit any Restricted Employee after (a) 90 days from the date of termination of such Restricted Employee’s employment with the other party or its Affiliates or (b) through general public solicitations by the other party or its Affiliates that are not targeted at the Restricted Employees specifically.

5.6       Non-Competition .

(a)       Beginning on August 31, 2017 and continuing until three (3) years following the Closing Date (the “ Restricted Period ”), the Seller shall, and shall cause its Affiliates to, terminate in all material respects the operations of its “Banc Home Loans” division, and the Seller shall, and shall cause its Affiliates to, cease use of the “Banc Home Loans” name, brand or mark in the Seller’s businesses or operations.

(b)       For a period from the Closing Date hereof until the end of the Restricted Period, the Seller shall not, and shall cause its Affiliates not to, directly or indirectly on behalf of any other Person, own, manage, operate, control or participate in the ownership, management, operation or control of any business, whether in corporate, proprietorship or partnership form or otherwise, engaged in the business of originating, servicing and selling Mortgage Loans or that otherwise competes with the Transferred Business (a “ Restricted Business ”), in each case, in the United States (the “ Restricted Territory ”).

(c)       Nothing in this Section 5.6 shall restrict or prohibit in any respect the Seller or its Affiliates from:

(i)       owning, operating or engaging in any business, operation or activity other than a Restricted Business;

(ii)       performing any obligations or exercising its rights under this Agreement or any Seller Ancillary Agreement;

(iii)       acquiring or owning (or continuing to own and operate such acquired business) the outstanding voting equity securities of any Person engaged, directly or indirectly, in the Restricted Business, so long as (A) the net income of the

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Restricted Business does not exceed 20% of the total net income of the acquired business and the Seller on a combined basis, determined at the time of the acquisition, and (B) the Restricted Business contributes no more than 33% of the net income of the acquired business immediately prior to the acquisition;

(iv)       acquiring or owning any debt securities or other debt instruments of any Person engaged, directly or indirectly, in a Restricted Business;

(v)       making acquisitions or maintaining ownership of any entity in connection with a bona fide financial investment in a venture capital, private equity, asset management, underwriting, brokerage, private banking, merchant banking or similar line of business;

(vi)       anything done on behalf of clients or in a fiduciary, agency, nominee, custodial or similar capacity ; and

(vii)       offering or selling Mortgage-related products or services through the Seller’s Portfolio Group, Construction Loan Group or Private Banking Group or in the ordinary course of servicing the Seller’s and Affiliates’ existing clients.

(d)       In connection with, and as a condition to the consummation of, the transactions contemplated by this Agreement, and to enable Buyer to secure more fully the benefits of such transactions, Buyer has required that the Seller agree to the terms and provisions of this Section 5.6 in order to induce Buyer to consummate the transactions contemplated by this Agreement, and the parties acknowledge and agree that the terms and provisions in this Section 5.6 are necessary to protect the goodwill of the Transferred Business. The parties hereto specifically acknowledge and agree that the remedy at law for any breach of this Section 5.6 will be inadequate and that Buyer, in addition to any other relief available to it, shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage or posting any bond whatsoever.

5.7        Access to Records after Closing .     Each of the Seller, Buyer and their respective Affiliates and Representatives shall have reasonable access to all of the Books and Records and any books and records related to the Business held by the Seller until the earlier of (a) the sixth (6 ^th ) anniversary of the Closing Date and (b) such time as the Seller, Buyer or their Affiliates shall dispose of such Books and Records in accordance with the procedures set forth in this Section 5.7, to the extent that such access may reasonably be required by the Seller, Buyer and their Affiliates and Representatives in connection with legitimate, non-competitive matters relating to the operations of the Purchased Assets or Business prior to the Closing. Such access shall be afforded by the Seller, Buyer and their respective Affiliates upon receipt of reasonable advance notice and during normal business hours. Neither the Seller, Buyer nor any of their respective Affiliates shall dispose of such Books and Records for a period of six (6) years after the Closing Date, except if such party’s customary Document retention policies provide for a shorter period. In any event, each party shall, prior to disposing of any such Books and Records, provide the other party a reasonable opportunity, at such other party’s expense, to segregate and remove such Books and Records as such party selects.

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5.8        Earn-Out Protections .

(a)       For avoidance of doubt, except as set forth below concerning the Transferred Employees and the origination business acquired from the Seller, Buyer may operate all of its businesses, including the business of originating, servicing and selling Mortgage Loans, in its sole discretion. Between the Closing Date and the end of the Earn-Out Period, Buyer will operate in good faith with respect to the Transferred Employees and the origination business acquired from the Seller; provided , however , that in no event may Buyer: (i) fail to use commercially reasonable efforts to obtain or maintain any material license or permit necessary to enable the activities of employees whose volume or efforts contribute to the Earn-Out, which failure could be reasonably expected to have a material adverse effect on the Earn-Out; (ii) reduce the total compensation opportunity for the Managing Director under the Managing Director Employment Agreement; (iii) change the reporting relationship of any Loan Officer such that, as a result of the change, the Loan Officer ceases to generate volume that would otherwise qualify for the Earn-Out; or (iv) take or omit to take any action that disproportionately affects employees whose volume or efforts contribute to the Earn-Out, as compared to the Transferred Business as a whole or other similarly situated employees (collectively, the “ Earn-Out Protections ”).

(b)       Within five (5) calendar days after the end of each Quarter during the Earn-Out Period, Buyer shall deliver an Earn-Out statement (each, an “ Earn-Out Statement ”) to the Seller relating to such Quarter setting forth in reasonable detail the calculation of the Earn-Out Amount relating to such Quarter. Seller shall have ten (10) calendar days to review, and accept or object in writing to the Earn-Out Statement, and during such time, promptly upon request of the Seller, Buyer shall cause Buyer’s accounting staff and independent accountants to be available for discussions with the Seller, the Seller’s accounting staff, and the Seller’s independent accountants, for purposes of confirming the calculations and supporting data set forth in the Earn-Out Statement. If the Seller does not object to the Earn-Out Statement within such ten (10) calendar day period, the Earn-Out Statement shall be deemed to be final in the form delivered by Buyer. If the Seller timely objects to the Earn-Out Statement, Buyer and the Seller shall seek to resolve such objection in a mutually agreeable manner and to agree upon the Earn-Out Statement as expeditiously as possible, and if such parties are unable to resolve any such objection within five (5) Business Days after delivery of notice of such objection, the dispute shall be resolved in accordance with the procedures set forth in Section 2.9 . Promptly following any reasonable request by the Seller, no more frequently than once per Quarter, Buyer shall provide reasonably detailed reports to the Seller regarding the status of the Earn-Out and compliance with the Earn-Out Protections. Any information provided by Buyer to the Seller in accordance with this Section 5.8(b) shall be Confidential Information and subject to the confidentiality provisions in the Confidentiality Agreement.

(c)       Within fifteen (15 )  calendar days after an Earn-Out Statement shall be deemed to be final pursuant to Section 5.8(b) or Section 2.9 , as applicable, Buyer shall make a payment to the Seller in immediately available funds equal to the applicable Earn-Out Amount (if any), subject to Section 2.7 and Section 9.10 .

(d)       Buyer may, in its sole discretion, exercise an option (the “ Earn-Out Buy-Out Option ”), exercisable during the one (1) year period following the Closing Date, to

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terminate the Earn-Out and all payment obligations under the Earn-Out, subject to the terms of this Section 5.8(d) . To exercise the Earn-Out Buy-Out Option, Buyer must notify the Seller in writing of its intent to exercise the Earn-Out Buy-Out Option and pay to the Seller the Buy-Out Amount within ten (10) Business Days after the delivery of such notice (but in no event later than the one year anniversary of the Closing Date). Such payment shall be made via wire transfer of immediately available funds. If Buyer properly exercises the Earn-Out Buy-Out Option, the Earn-Out shall be terminated as of the date of payment by Buyer pursuant to this Section 5.8(d) and shall be of no further force or effect. If the Earn-Out Buy-Out Option is not properly exercised, then the Earn-Out shall continue in accordance with its terms.

5.9        Additional Pre-Closing Covenants .     The parties agree as follows with respect to the period between the execution of this Agreement and the Closing:

(a)       General .     Each of the parties will use its reasonable best efforts to take all action and to do all things necessary, proper, or advisable in order to consummate and make effective the transactions contemplated by this Agreement (including satisfaction, but not waiver, of the Closing conditions set forth in Article VII below); provided , however , that such reasonable best efforts shall not require Buyer or the Seller to (i) pay any amounts (other than payment of its applicable portion of any filing fees pursuant to the terms of this Agreement, if applicable, and fees of counsel), (ii) to commence or defend any litigation, (iii) to hold separate (including by trust or otherwise) or divest any of their respective businesses, product lines or assets, (iv) to agree to any limitation on the operation or conduct of their respective businesses, or (v) waive any of the conditions set forth in Article VII .

(b)       Notices and Consents .     The Seller shall give any notices to third-parties, and the Seller shall use its reasonable best efforts (and shall cause each of its Affiliates to use its reasonable best efforts) to obtain any third-party consents referred to in Section 3.2(b)(i) above. Each of the parties will give any notices to, make any filings with, and use its reasonable best efforts to obtain any authorizations, consents, and approvals of Governmental Bodies in connection with the matters referred to in Section 3.2(b)(ii) and Section 4.2(b)(ii) above.

(c)       Operation of Business .     The Seller shall, and shall cause its Affiliates to, conduct the Business only in the Ordinary Course of Business and to use their reasonable best efforts to preserve intact the Business and the Purchased Assets, keep available the services of the Business Employees and maintain satisfactory relationships with licensors, suppliers, distributors, clients and others having business relationships with the Business. Without limiting the generality of the foregoing, the Seller agrees that during the period commencing on the date hereof and ending on the Closing Date (or, for Section 5.9(c)(iv) , Section 5.9(c)(v) , Section 5.9(c)(vii) and Section 5.9(c)(viii) , the Final Transfer Date) it shall not, and shall cause each of its Affiliates not to, effect any of the following (as each pertains to or is related to the Business, the Purchased Assets or the Assumed Liabilities) without the prior written consent of Buyer (such consent not to be unreasonably withheld, conditioned or delayed):

(i)       sell, lease, license, remove or otherwise dispose of, or subject to any Encumbrance (other than Permitted Encumbrances) any of the Purchased Assets, other than immaterial dispositions of obsolete, worn out or destroyed tangible assets that are sold or disposed of in the Ordinary Course of Business;

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(ii)       acquire, purchase, license or lease (in each case, whether by merger, consolidation or in any other manner) any business or Person or any material assets or securities thereof which would constitute Purchased Assets or Assumed Liabilities, other than immaterial purchases of assets in the Ordinary Course of Business;

(iii)       modify, amend, terminate, release, assign or waive any material rights or claims under, any Acquired Contract, or enter into any lease or sublease of real property involving any Leased Real Property;

(iv)       with respect to any Business Employee, adopt, enter into, terminate, amend or modify benefits or obligations under, any Benefit Plan, other than (A) as required pursuant to Contracts in effect as of the date hereof or (B) acceleration of vesting of outstanding equity or equity-based awards held by such Business Employee;

(v)       grant any increase, or announce any increase, in the wages, salaries, compensation, bonuses, incentives or pension of any Business Employee, except with respect to non-executive Business Employees in the Ordinary Course of Business;

(vi)       cause or permit any employee of Seller who was not providing services primarily related to the Business to commence providing services primarily related to the Business, except to the extent that such services replace those of a Business Employee whose services have terminated;

(vii)       terminate the employment of any Business Employee or any other person who was providing services primarily related to the Business, other than terminations for cause;

(viii)       transfer the employment or modify (or permit the transfer or modification of) the services of any Business Employee or other person who was providing services primarily related to the Business such that he or she ceases to provide services primarily related to the Business;

(ix)       settle or compromise or commit to settle or compromise any Proceeding that, individually or in the aggregate, would reasonably be expected to adversely affect the Purchased Assets or the Business;

(x)       fail to file any reports or take any steps necessary to comply with any Laws or to maintain, in good standing, any Seller Permits constituting Purchased Assets;

(xi)       with respect to any Assumed Liability, create, incur, assume, guarantee, endorse or otherwise become liable or responsible with respect to (whether directly, contingently or otherwise) any indebtedness or fail to pay any creditor any amount owed to such creditor when due (except in such instances where the Seller reasonably disputes the debt or liability in whole or in part, in which case, the Seller

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shall notify Buyer in writing of the debt or liability and the Seller’s proposed response to same);

(xii)       originate In-Process Mortgage Loans in a manner inconsistent with the Seller’s Underwriting Guidelines;

(xiii)       price the In-Process Mortgage Loans in a manner inconsistent with Seller’s pricing guidelines as set forth on Schedule 5.9(c)(xiii) of the Seller Disclosure Schedules;

(xiv)       take any action which would materially and adversely affect the ability of the parties to consummate the transactions contemplated by this Agreement; or

(xv)       agree, whether in writing or otherwise, to take any actions with respect to the foregoing, except as expressly contemplated by this Agreement or the Ancillary Agreements.

For avoidance of doubt, nothing in this Section 5.9(c) shall restrict or prohibit Seller from hiring loan officers in the Ordinary Course of Business after the date of this Agreement and before the Closing.

(d)       Full Access .     The Seller shall, and shall cause its Affiliates to, permit Buyer and its Representatives to have full access at all reasonable times, and in a manner so as not to interfere with the normal business operations of the Seller, to all premises, properties, personnel, books, records (including tax records), Contracts, financial information and documents of or pertaining to the Business. Prior to the Closing, the Seller shall generally keep Buyer informed as to all material matters involving the Business. Buyer will treat and hold as such any Confidential Information it receives from the Seller in the course of the reviews contemplated by this Section 5.9(d) , will not use any of the Confidential Information except in connection with this Agreement including the disclosure of such information as may be necessary in connection with seeking necessary consents and approvals, and, if this Agreement is terminated for any reason whatsoever, will return to the Seller or destroy all tangible embodiments (and all copies) of the Confidential Information which are in its possession.

(e)       Notice of Developments .

(i)       The Seller shall deliver to Buyer an updated report attached to Schedule 3.13(a) of the Seller Disclosure Schedules no less than two (2) Business Days prior to the Closing Date including information concerning the In-Process Mortgage Loans as of such date, which shall be true, accurate and complete in all material respects as of the date such updated report is delivered. Prior to Closing, the Seller shall give prompt notice to Buyer of any (A) development, fact, change, condition, circumstance, event, occurrence or non-occurrence that has caused or is reasonably likely to cause any representation and warranty made by the Seller under this Agreement to be untrue or inaccurate in any respect at any time after the date hereof and prior to the Closing, (B) any material failure on its part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder or (C) the institution of or the threat of institution of any Proceeding against the Seller or any of its Subsidiaries related

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to this Agreement or the transactions contemplated hereby; provided , that, the delivery of any notice pursuant to this Section 5.9(e)(i) shall not limit or otherwise affect the remedies available hereunder to Buyer, and shall not be deemed to amend or supplement the Seller Disclosure Schedules or to prevent or cure any misrepresentation or breach of warranty.

(ii)       Buyer shall give prompt notice to the Seller of any (A) development, fact, change, condition, circumstance, event, occurrence or non-occurrence that has caused or is reasonably likely to cause any representation and warranty made by Buyer under this Agreement to be untrue or inaccurate in any respect at any time after the date hereof and prior to the Closing, (B) any material failure on its part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder or (C) the institution of or the threat of institution of any Proceeding against Buyer or any of its Affiliates related to this Agreement or the transactions contemplated hereby; provided , that, the delivery of any notice pursuant to this Section 5.9(e)(ii) shall not limit or otherwise affect the remedies available hereunder to the Seller, and shall not be deemed to amend or supplement the Buyer Disclosure Schedules or to prevent or cure any misrepresentation or breach of warranty.

(f)       Training of Loan Officers; Seller Assistance .     Buyer shall use reasonable best efforts to provide training to the Loan Officers, substantially comparable to the training Buyer provides its own loan officers, to assist them in preparing for tests required to become State NMLS Licensed as necessary to perform their functions with Buyer. Such training shall be scheduled sufficiently in advance of the Final Transfer Date to enable the Loan Officers to take the applicable test or tests and, if successful, to become State NMLS Licensed prior to the Final Transfer Date. The Seller will use its reasonable best efforts to assist Buyer in its efforts to cause the Loan Officers to become State NMLS Licensed prior to the Final Transfer Date, including responding promptly to reasonable requests from Buyer for information or documents relating thereto, directing its employees to cooperate with Buyer in connection with such efforts and the making of any notifications required to be made by the Seller prior to the Final Transfer Date.

(g)       No Shop .     The Seller shall not, directly or indirectly, solicit, initiate or participate in any discussions or negotiations with, or encourage or respond to any inquiries or proposals by any Person other than Buyer, concerning any sale of the Purchased Assets. The Seller shall promptly notify Buyer if any Person seeks to initiate any other discussions or negotiations and contemplated in the immediately preceding paragraph, makes any proposal or inquiry, or requests any information with respect to any such proposed sale.

(h)       Customers and Referrals .     The Seller shall not intentionally thwart or prevent, or to assist another Person in intentionally thwarting or preventing, Buyer’s solicitation of the Seller’s customers and referral sources. The Seller expressly understands and agrees that Buyer’s ability to solicit and recruit the Transferred Employees, customers, and referral sources, without interference from the Seller constitutes substantial consideration for Buyer’s willingness to execute this Agreement and consummate the transactions contemplated hereby.

(i)       Communications .     The Seller and Buyer shall use commercially reasonable efforts to coordinate in good faith to communicate a consistent message to their

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employees, customers, and referral sources regarding the transactions contemplated by this Agreement and to ensure that neither party (either intentionally or unintentionally) is disseminating false, misleading, negative or disparaging statements regarding either party or the acquisition contemplated by this Agreement.

(j)       Diligence Items . Within one (1) Business Day following the date hereof, the Seller shall deliver, or cause to be delivered, to Buyer the items set forth on Schedule 5.9(j) of the Seller Disclosure Schedules.

5.10        Seller Disclosure Schedules .     Concurrently with the execution and delivery of this Agreement, the Seller delivered to Buyer the Seller Disclosure Schedules that set forth all of the items that the Seller deems to be necessary or appropriate (a) as an exception to a provision of this Agreement, (b) in response to an express disclosure requirement contained in a provision hereof or (c) as an exception to one or more representations or warranties contained in Article III , as applicable, or to one or more of the covenants of the Seller contained in this Agreement; provided , that the mere inclusion of an item in the Seller Disclosure Schedules as an exception to a provision or representation or warranty shall not be deemed an admission by the Seller that such item represents a material exception or event, state of facts, circumstance, development, change or effect or that such item would reasonably be expected to have or result in a Material Adverse Effect; provided , further , that any disclosures or exceptions made with respect to a section or subsection of this Agreement shall be deemed to qualify not only the specific section(s) referenced but also such other sections or subsections that may be affected thereby to the extent the relevance of such disclosure or exception to such other sections or subsections is readily apparent on the face of such disclosure.

5.11        Additional Post-Closing Covenants .     As soon as reasonably practicable following Final Transfer Date (but in no event later than thirty (30) days thereafter), the Seller shall deliver evidence satisfactory to Buyer in its reasonable discretion that termination notices concerning all Contracts solely relating to the Business (other than the Acquired Contracts) have been sent to the non-Seller counterparty thereto; provided , however , that the foregoing shall not apply to the Encompass Contract or to any Contracts listed on Schedule 5.11 of the Seller Disclosure Schedules.

5.12        Use of Facilities by Seller .     Buyer hereby grants to the Seller a limited license to use and access space at the Leased Real Properties (other than the Leased Real Property located at 18500 Von Karman Avenue, Suite 900, Irvine, California 92612 ) and to continue to use certain furniture, fixtures and equipment located at such facilities (collectively, the “ Facilities ”), for substantially the same purposes as used by the Seller and its Affiliates immediately prior to the Closing Date, subject to the following additional terms and conditions:

(a)       The Seller shall, and shall cause its Affiliates to, only permit the Seller’s and its Affiliates’ respective authorized personnel, contractors, invitees, or licensees to use the Facilities, as applicable. The Seller shall, and shall cause its Affiliates and their respective personnel, contractors, invitees, or licensees to, vacate the Facilities at or prior to April 28, 2017, and shall deliver over to Buyer the Facilities in the same repair and condition on such date as on the Closing Date, ordinary wear and tear and damage by casualty or condemnation excepted and any equipment or personality of the Seller or its Affiliates shall be removed at or prior to such

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date. Buyer and its Affiliates, and the landlord in respect of the third-party lease or sublease, shall have reasonable access to the Facilities from time to time as reasonably necessary in accordance with past practice and the terms of such third-party lease or sublease.

(b)       The Seller agrees to maintain commercially appropriate and customary levels (in no event less than what is required by the landlord under the relevant lease or sublease) of property and liability insurance in respect of the Facilities and the activities conducted thereon and to be responsible for, and to indemnify and hold harmless the Buyer Group Members from and against any and all Losses incurred by the Buyer Group Members resulting from personal injury or damage to property arising out of acts and omissions of the Seller, its Affiliates or their respective personnel, contractors, invitees, and licensees at the Facilities.

(c)       Buyer shall be entitled to deduct from the Upfront Premium included in the Closing Date Payment the aggregate amount of all rent, costs and expenses payable under the Leases governing the Facilities in respect of the period from the Closing Date through April 28, 2017. Any such amounts so deducted from the Upfront Premium shall be promptly reimbursed by the Seller to Buyer following delivery of an invoice thereof.

5.13        Referrals .     From the April 28, 2017 until the end of the Earn-Out Period, to the extent that the Seller refers any customers to Buyer for purposes of obtaining Mortgage Loans, Buyer shall provide at least the same level of service that it currently provides its customers; provided , however , that all such referrals shall be strictly in compliance with the Real Estate Settlement Procedures Act of 1974, as amended, and any other applicable Law.

ARTICLE VI

TAX MATTERS

6.1        Cooperation and Assistance .     Each party hereto shall, and shall cause its Affiliates to: (a) provide to the other party hereto such cooperation and assistance as may be reasonably requested by either of them in connection with the preparation of any Tax Return, any audit or other examination by any Taxing Authority, or any judicial or administrative proceedings relating to liability for Taxes; (b) subject to Section 5.7 , provide the other with any records or information which may be necessary for such Tax Return audit, or examination, proceedings or determination; (c) provide timely notice to the other party hereto in writing of any pending or threatened Tax audits or assessments relating to the Purchased Assets for taxable periods for which the other may have a liability under this Agreement; and (d) furnish the other party with copies of all correspondence received from any Taxing Authority in connection with any Tax audit or information request with respect to any such taxable period. The parties further agree, upon request, to use their reasonable efforts to obtain any certificate or other document from any Taxing Authority or any other Person and take any other actions, in each case, as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated hereby). In respect of any Audit relating to any Straddle Period, Buyer shall have the right to control such Audit; provided , however , that Buyer shall (i) keep the Seller reasonably informed of the status of such Audit, and (ii) copy the Seller on non-privileged correspondence with the Taxing Authority in respect of such Audit. In respect of any Audit relating to any Pre-Closing Period other than the Straddle Period, Buyer and the Seller shall have

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joint control over the relevant Tax proceeding. The parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such Action. If there shall be any conflict between the provisions of this Section 6.1 and Section 9.6 (Third-Person Claims), the provisions of this Section 6.1 shall control with respect to any Audit.

6.2        Sales and Transfer Taxes .     All sales, use, value-added, business, goods and services, transfer, documentary, conveyancing or similar taxes or expenses that may be imposed as a result of the sale and transfer of the Purchased Assets, together with any and all penalties, interest and additions to tax with respect thereto (“ Transfer Taxes ”), shall be borne by the Seller. The Seller shall timely making all filings, returns, reports and forms as may be required to comply with the provisions of such Tax Laws.

6.3        Bulk Transfer .     The Seller and Buyer agree to waive compliance with Article 6 of the Uniform Commercial Code as adopted in each of the jurisdictions in which any of the Purchased Assets are located to the extent that such Article is applicable to the transactions contemplated hereby and any other bulk sale or bulk transfer or similar Law.

6.4        Survival .     The representations and warranties contained in Section 3.8 (Tax Matters) shall survive the Closing and continue in full force and effect as provided in Section 9.3 , notwithstanding anything to the contrary herein.

ARTICLE VII

CONDITIONS TO CLOSING

7.1        Conditions to Buyer’s Obligation .     Buyer’s obligation to consummate the transactions contemplated by this Agreement to be performed by it in connection with the Closing is subject to the satisfaction or fulfillment, on or prior to the Closing Date, of the following conditions:

(a)      (i) the Seller Fundamental Representations shall be true and correct in all respects as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any representation and warranty is expressly made as of an earlier date, in which case such representation and warranty need only be true and correct in all respects as of such earlier date) and (ii) all other representations and warranties of the Seller set forth in Article III above shall be true and correct in all material respects at and as of the Closing Date, as though made on and as of the Closing Date, except to the extent that such representations and warranties are qualified by terms such as “material” and “Material Adverse Effect,” in which case such representations and warranties shall be true and correct in all respects at and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any representation and warranty is expressly made as of an earlier date, in which case such representation and warranty need only be true and correct in all respects or material respects, as applicable, in accordance with this Section 7.1(a)(ii) , as of such earlier date);

(b)       the Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Seller

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shall have performed and complied with all of such covenants in all respects through the Closing;

(c)       there shall not be any Order restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby, and no Proceeding shall have been instituted or threatened against the Seller seeking to restrain, prevent or prohibit, or to obtain substantial damages with respect to, the consummation of any of the transactions contemplated by this Agreement;

(d)       the Seller shall have delivered to Buyer a duly executed certificate from an authorized officer of the Seller, dated as of the Closing Date, given by him or her on behalf of the Seller and not in his or her individual capacity, certifying to the effect that each of the conditions specified above in Sections 7.1(a) through 7.1(b) is satisfied in all respects;

(e)       [Omitted];

(f)       the Transition Services Agreement shall be in full force and effect;

(g)       the Seller shall have entered into and delivered, or cause to be delivered, a duly executed Bill of Sale, Assignment and Assumption Agreement in form and substance as set forth in Exhibit C attached hereto and the same shall be in full force and effect;

(h)       the Seller shall have delivered to Buyer a duly executed certificate in the form specified by Treasury Regulations Section 1.1445-2(b)(iv)(B);

(i)       the Managing Director remains employed by the Seller and the Managing Director Employment Agreement shall be in full force and effect;

(j)       the Seller shall have delivered to Buyer a (i) certificate of corporate existence of the Seller issued by the Comptroller of the Currency, dated no earlier than January 30, 2017, and (ii) a true and complete copy of the bylaws of the Seller, in each case, certified by a duly authorized officer of the Seller not earlier than thirty (30) days prior to the Closing Date, given by him or her on behalf of the Seller and not in his or her individual capacity;

(k)       the Seller shall have delivered the items required to be delivered pursuant to Section 2.11(c) ; and

(l)       all actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to Buyer.

Buyer may waive any condition specified in this Section 7.1 if it executes a writing so stating at or prior to the Closing.

7.2        Conditions to the Seller’s Obligation .     The Seller’s obligation to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:

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(a)      (i) the Buyer Fundamental Representations shall be true and correct in all respects as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any representation and warranty is expressly made as of an earlier date, in which case such representation and warranty need only be true and correct in all respects as of such earlier date) and (ii) all other representations and warranties of Buyer set forth in Article IV above shall be true and correct in all material respects at and as of the Closing Date, as though made on and as of the Closing Date, except to the extent that such representations and warranties are qualified by terms such as “material” and “Buyer Material Adverse Effect,” in which case such representations and warranties shall be true and correct in all respects at and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any representation and warranty is expressly made as of an earlier date, in which case such representation and warranty need only be true and correct in all respects or material respects, as applicable, in accordance with this Section 7.2(a)(ii) , as of such earlier date);

(b)       Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “material” and “Buyer Material Adverse Effect,” in which case Buyer shall have performed and complied with all of such covenants in all respects through the Closing;

(c)       there shall not be any Order restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby, and no Proceeding shall have been instituted or threatened against Seller seeking to restrain, prevent or prohibit, or to obtain substantial damages with respect to, the consummation of any of the transactions contemplated by this Agreement;

(d)       Buyer shall have delivered to the Seller a duly executed certificate from an authorized officer of Buyer, dated as of the Closing Date, given by him or her on behalf of Buyer and not in his or her individual capacity, certifying to the effect that each of the conditions specified above in Sections 7.2(a) through 7.2(b) is satisfied in all respects;

(e)       [Omitted];

(f)       the Transition Services Agreement shall be in full force and effect;

(g)       Buyer shall have delivered the items required to be delivered pursuant to Section 2.11(b) ; and

(h)       all actions to be taken by Buyer in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Seller.

The Seller may waive any condition specified in this Section 7.2 if it executes a writing so stating at or prior to the Closing.

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ARTICLE VIII

TERMINATION

8.1        Termination of Agreement .     This Agreement may be terminated at any time prior to the Closing as provided below:

(a)       by mutual written consent of Buyer and the Seller;

(b)       by either the Seller or Buyer if the Closing shall not have been consummated on or before March 30, 2017 (the “ Termination Date ”); provided , however , that the right to terminate this Agreement pursuant to this Section 8.1(b) shall not be available to the party seeking to terminate if any action of such party or the failure of such party to perform any of its material obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement;

(c)       by Buyer by giving written notice to the Seller in the event (i) the Seller has within the then previous ten (10) Business Days given Buyer any notice pursuant to Section 5.9(e)(i) above and (ii) the development that is the subject of the notice has had a Material Adverse Effect;

(d)       by Buyer by giving written notice to the Seller in the event the Seller has breached or failed to perform any representation, warranty, or covenant contained in this Agreement, which breach or failure to perform (i) would result in the failure of any closing condition set forth in Section 7.1 to be satisfied and (ii) Buyer has notified the Seller of the breach, and the breach is not capable of being cured or is not or cannot be cured prior to the earlier of thirty (30) days after the notice of such breach or failure to perform or the Termination Date;

(e)       by the Seller by giving written notice to Buyer in the event Buyer has breached or failed to perform any representation, warranty, or covenant contained in this Agreement, which breach or failure to perform (i) would result in the failure of any closing condition set forth in Section 7.2 to be satisfied and (ii) the Seller has notified Buyer of the breach, and the breach is not capable of being cured or is not or cannot be cured prior to the earlier of thirty (30) days after the notice of such breach or failure to perform or the Termination Date; and

(f)       by either the Seller or Buyer upon the effectiveness of any final, non-appealable Order binding upon any party hereto and prohibiting consummation of the transactions contemplated by this Agreement or the Ancillary Agreements.

8.2       Effect of Termination .     If any party terminates this Agreement pursuant to Section 8.1 above, all rights and obligations of the parties hereunder shall terminate without any liability of any party to any other party (except for any liability of any party then in breach); provided, however, that the provisions contained in Section 5.5 , Section 5.9(d) , Section 8.1 , this Section 8.2 , Article X and the confidentiality provisions contained in the Confidentiality Agreement shall survive termination.

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ARTICLE IX

INDEMNIFICATION AND OTHER MATTERS

9.1        Indemnification by the Seller .

(a)       Subject to the other terms of this Article IX , from and after the Closing, the Seller agrees to indemnify and hold harmless the Buyer Group Members from and against, and pay to the applicable Buyer Group Members, any and all Losses incurred, suffered or paid, directly or indirectly, by the Buyer Group Members as a result of, based upon, attributable to, arising out of or related to:

(i)       any failure of any representation or warranty of the Seller set forth in this Agreement or in any Seller Ancillary Agreement to be true and correct as of the date of this Agreement or as of the Closing Date, as applicable (except to the extent that any representation or warranty of the Seller expressly speaks as of an earlier date, in which case as of such earlier date);

(ii)       any breach of any covenant or agreement of the Seller set forth in this Agreement or any Seller Ancillary Agreement;

(iii)       any (A) Excluded Assets, (B) Excluded Liabilities or (C) Business Employee who is not a Transferred Employee;

(iv)       any Purchased Asset, to the extent such Loss is a result of any action by the Seller or its Affiliates taken prior to the Closing Date; or

(v)       the Seller’s SEC Investigation or any other Proceeding before any Governmental Body or Agency, including the Office of the Comptroller of the Currency.

(b)       Notwithstanding anything to the contrary contained herein, the Seller shall be required to indemnify and hold harmless the Buyer Group Members under Section 9.1(a) with respect to Losses incurred only:

(i)       if the aggregate amount of Losses incurred by the Buyer Group Members in connection with or related to any individual claim (or any series of related claims (including any class action)) pursuant to Section 9.1(a)(i) exceeds $20,000 (the “ De Minimis Amount ”);

(ii)       if the aggregate amount of Losses (other than Losses excluded by the immediately preceding clause (i) because they do not meet the De Minimis Amount) incurred by the Buyer Group Members in connection with or related to a claim pursuant to Section 9.1(a)(i) exceeds 0.75% of the Closing Date Payment (the “ Basket ”), and then only to the extent of such excess; and

(iii)       up to an aggregate amount of 10% of the Closing Date Payment (the “ Cap ”) (it being understood that, subject to the last sentence of this Section 9.1(b) , in no event shall the Seller have any liability whatsoever to the Buyer Group Members

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in respect of any claim or claims for indemnification pursuant to Section 9.1(a)(i) in excess of the Cap).

Notwithstanding anything herein to the contrary, the limitations set forth in this Section 9.1(b) shall not apply to Losses incurred by any Buyer Group Member (A) in connection with any breach of a Seller Fundamental Representation or the representations and warranties set forth in Section 3.8 or (B) in the event of any willful misconduct, intentional misrepresentation or fraud.

(c)       Notwithstanding anything to the contrary herein, it is expressly agreed by the parties that none of the Seller or any of its Affiliates shall have any obligation whatsoever under any circumstances to repurchase any Mortgage Loan or other assets sold to Buyer pursuant to this Agreement.

9.2        Indemnification by Buyer .

(a)       Subject to the other terms of this Article IX , from and after the Closing, Buyer agrees to indemnify and hold harmless the Seller Group Members from and against, and pay to the applicable Seller Group Members, any and all Losses incurred, suffered or paid, directly or indirectly, by the Seller Group Members as a result of, based upon, attributable to, arising out of or related to:

(i)       any failure of any representation or warranty of Buyer set forth in this Agreement or in any Buyer Ancillary Agreement to be true and correct as of the date of this Agreement or as of the Closing Date, as applicable (except to the extent that any representation or warranty of Buyer expressly speaks as of an earlier date, in which case as of such earlier date);

(ii)       any breach of any covenant or agreement of Buyer set forth in this Agreement or any Buyer Ancillary Agreement;

(iii)       any Assumed Liabilities; and

(iv)       any use of the Retained Names and Marks by Buyer, whether or not in compliance with Section 5.2 .

(b)       Notwithstanding anything to the contrary contained herein, Buyer shall be required to indemnify and hold harmless the Seller Group Members under Section 9.2(a) with respect to Losses incurred only:

(i)       if the aggregate amount of Losses incurred by the Seller Group Members in connection with or related to any individual claim (or any series of related claims (including any class action)) pursuant to Section 9.2(a)(i) exceeds the De Minimis Amount;

(ii)       if the aggregate amount of Losses (other than Losses excluded by the immediately preceding clause (i) because they do not meet the De Minimis Amount) incurred by the Seller Group Members in connection with or related to a claim pursuant to Section 9.2(a)(i) exceeds the Basket, and then only to the extent of such excess; and

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(iii)       up to an aggregate amount required to be paid by Buyer pursuant to Section 9.2(a)(i) of the Cap (it being understood that, subject to the last sentence of this Section 9.2(b) , in no event shall Buyer have any liability whatsoever to the Seller Group Members in respect of any claim or claims for indemnification pursuant to Section 9.2(a)(i) in excess of the Cap).

Notwithstanding anything herein to the contrary, the limitations set forth in this Section 9.2(b) shall not apply to Losses incurred by any Seller Group Member (A) in connection with any breach of a Buyer Fundamental Representation or (B) in the event of any willful misconduct, intentional misrepresentation or fraud.

9.3        Survival .     All of the representations and warranties of the Seller and Buyer contained in Article III (other than the Seller Fundamental Representations and the representations and warranties in Section 3.8 ) and Article IV , respectively, and the rights and obligations created under this Article IX in respect thereof, shall survive the Closing and continue in full force and effect until the date that is eighteen (18) months from the Closing Date. The Seller Fundamental Representations and the representations and warranties in Section 3.8 shall survive the Closing until the date that is sixty (60) days after the latest expiration of all applicable statutes of limitations (including any extensions thereof), including statutes of limitations that are applicable to (i) a third-party claim, or to a Governmental Body bringing an Action, that, if successful would constitute an inaccuracy in or breach of such Seller Fundamental Representation or the representations and warranties in Section 3.8 as of the date of this Agreement or as of the Closing, or (ii) an Action for breach of this Agreement as a result of an inaccuracy in or breach of such Seller Fundamental Representation or the representations and warranties in Section 3.8 as of the date of this Agreement or as of the Closing. All obligations and agreements contained herein that by their terms are to be performed in whole or in part, or that prohibit actions, subsequent to the Closing Date shall survive the Closing in accordance with their terms. All other obligations and agreements contained herein shall survive the Closing until the date that is twelve (12) months following the Closing. The obligations to indemnify and hold harmless any party, (A) pursuant to Section 9.1(a)(i) or 9.1(b)(i) , shall terminate when the applicable representation or warranty terminates pursuant to this Section 9.3 and (B) pursuant to the other clauses of Section 9.1 shall not terminate; provided , however , that such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the Person to be indemnified shall have, before the expiration of the applicable period, previously made a claim by delivering a notice of such claim pursuant to Section 9.4 .

9.4        Indemnification Procedures .

(a)       Any Buyer Group Member or Seller Group Member seeking indemnification hereunder (the “ Indemnified Party ”), whether or not relating to an Action asserted by a third Person shall promptly give to the party obligated pursuant to this Article IX to provide indemnification to such Indemnified Party (the “ Indemnitor ”) a notice (a “ Claim Notice ”) describing in reasonable detail, to the extent known by the Indemnified Party as the time, the facts giving rise to the claim for indemnification hereunder, the amount or the method of computation of the amount of such claim and a reference to the provision of this Agreement upon which such claim is based; provided , however , that the failure to so notify the Indemnitor shall not relieve the Indemnitor from liability under this Agreement with respect to such claim

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for indemnification except to the extent, and only to the extent that, such failure to notify the Indemnitor results in material prejudice to the Indemnitor with respect to such claim; provided , further , that a Claim Notice in respect of any action at law or suit in equity by or against a third Person as to which indemnification will be sought shall be given by the Indemnified Party no later than promptly after such party has knowledge of the commencement of such Action; provided , further , that to the extent an Indemnified Party first pursues recoveries from third-parties with respect to a claim for indemnification, such claim shall be deemed timely and validly given pursuant to this Section 9.4 so long as a Claim Notice stating only that the Indemnified Party is currently seeking recoveries from third parties shall be given within the time periods required by this Article IX .

(b)       In the event that the Indemnitor shall object to the indemnification of an Indemnified Party in respect of any claim or claims specified in any Claim Notice, the Indemnitor shall, within thirty (30) days after receipt by the Indemnitor of such Claim Notice, deliver to the Indemnified Party a notice to such effect, specifying in reasonable detail the basis for such objection, and the Indemnitor and the Indemnified Party shall, within the sixty (60) day period beginning on the date of receipt by the Indemnified Party of such objection, attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims to which the Indemnitor shall have so objected. If the Indemnified Party and the Indemnitor shall succeed in reaching agreement on their respective rights with respect to any of such claims, the Indemnified Party and the Indemnitor shall promptly prepare and sign a memorandum setting forth such agreement. Should the Indemnified Party and the Indemnitor be unable to agree as to any particular item or items or amount or amounts within such time period, then the Indemnified Party shall be permitted to submit such dispute to the courts set forth in Section 10.2 .

(c)       Claims for Losses specified in any Claim Notice to which an Indemnitor shall not object in writing within thirty (30) days of receipt of such Claim Notice, claims for Losses covered by a memorandum of agreement of the nature described in Section 9.4(b) , and claims for Losses the validity and amount of which have been the subject of judicial determination as described in Sections 9.4(b) and 10.2 or shall have been settled with the consent as described in Section 9.6(c) , are hereinafter referred to, collectively, as “ Agreed Claims . ” Within ten (10) Business Days of the determination of the amount of any Agreed Claim, the Indemnitor shall pay to the Indemnified Party an amount equal to the Agreed Claim by wire transfer in immediately available funds to the bank account or accounts designated by the Indemnified Party in a notice to the Indemnitor not less than two (2) Business Days prior to such payment.

9.5        Offset for Other Recoveries; Effect of Investigation .

(a)       In calculating any Loss there shall be deducted any insurance or other third-party recovery actually received by the Indemnified Party (net of any costs of investigation of the underlying claim and of collection) in respect thereof (and no right of subrogation shall accrue hereunder to any insurer or other Person). Each party agrees to use reasonable efforts to make any such insurance or other third-party recovery.

(b)       The right to indemnification or any other remedy based on representations, warranties, covenants and agreements in this Agreement, any Seller Ancillary Agreement or

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Buyer Ancillary Agreement shall not be affected by any investigation conducted with at any time, or any knowledge acquired (or capable of being acquired) at any time, by the Indemnified Party, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any such covenant or agreements, will not affect the right to indemnification or any other remedy based on such representations, warranties, covenants and agreements.

9.6        Third-Person Claims .

(a)       Any party seeking indemnification pursuant to this Article IX in respect of, arising out of or involving any claim or demand made by any third Person against the Indemnified Party either at law or in equity (an “ Action ”) shall notify the Indemnitor in writing and in reasonable detail of such Action, including any pending or threatened Action, as promptly as practicable after receipt by such Indemnified Party of written notice of such third Person’s Action in the case of an Action, or as promptly as practicable after the Indemnified Party has reasonably determined that the pending or threatened Action has given or would reasonably be expected to give rise to a right of indemnification hereunder in the case of any pending or threatened Action. Thereafter, the Indemnified Party shall deliver to the Indemnitor, as promptly as practicable, copies of all notices and Documents (including court papers) received by the Indemnified Party relating to the third Person Action. The failure to give notice as provided in this Section 9.6(a) shall not relieve the Indemnitor of its obligations hereunder (or limit such obligations) except to the extent it shall have been actually and materially prejudiced by such failure.

(b)       In the event any Action shall be commenced by any Person against any party in respect of which indemnification may be sought by such party from the other party under the provisions of this Article IX , the Indemnified Party shall promptly cause written notice of the institution of any such Action of which it has knowledge which is covered by this indemnity to be forwarded to the Indemnitor in accordance with Section 9.6(a) . In the event of the initiation of any Action against the Indemnified Party by a third Person with respect to which the Indemnified Party shall seek indemnification from the Indemnitor hereunder, the Indemnitor shall have ten (10) days from its receipt of the Claim Notice to notify the Indemnified Party whether or not the Indemnitor desires (or sooner, if the nature of the Action so requires), at the Indemnitor’s sole cost and expense and by counsel of its own choosing, which must be reasonably satisfactory to the Indemnified Party, to control or defend against such Action, and the Indemnitor must conducts its defense of the Action actively and diligently thereafter in order to preserve its rights in this regard; provided , however , that the Indemnified Party may participate in any such Action with counsel of its choice and at its expense; provided , further , however , that such Indemnified Party shall be entitled to participate in any such defense with separate counsel at the expense of the Indemnitor if so requested by the Indemnitor to participate or in the reasonable opinion of counsel to the Indemnified Party a conflict or potential conflict exists between the Indemnified Party and the Indemnitor that would make such separate representation advisable; and provided , further , that the Indemnifying Party shall not be required to pay for more than one (1) such counsel (plus any appropriate local counsel) for all Indemnified Parties in connection with any Action.

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(c)       The Indemnitor shall not be entitled to assume control of such defense and shall pay the fees and expenses of counsel retained by the Indemnified Party if (i) such Action is reasonably foreseeable to result in Losses which are more than two-hundred percent (200%) of the amount indemnifiable by such Indemnitor pursuant to this Article IX ; (ii) such Action for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; (iii) such Action seeks an injunction or equitable relief against the Indemnified Party; (iv) the Indemnified Party has been advised in writing by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnitor and the Indemnified Party; or (v) upon petition by the Indemnified Party, the appropriate court rules that the Indemnitor failed or is failing to vigorously prosecute or defend such Action. The parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such Action. If the Indemnitor undertakes to defend against such Action, the Indemnitor shall not settle such Action without the written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed) unless such settlement involves solely the payment of money for which the Indemnified Party will be fully indemnified pursuant to this Article IX (subject to the De Minimis Amount and the Deductible) and includes an unqualified release of the applicable Indemnified Parties from all liability in respect of any Action. If the Indemnitor does not timely undertake to defend against such Action, or otherwise abandons the defense of such Action, then the Indemnified Party may, without prejudice to any of its rights to indemnification hereunder, defend such Action and the Losses incurred by the Indemnified Party in connection therewith shall be borne by the Indemnitor. Notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle any such Action; provided , that in such event it shall waive any right to indemnity therefor by the Indemnitor for such Action unless the Indemnitor shall have consented to such payment or settlement.

(d)       After any final judgment or award shall have been rendered by a court, arbitration board or administrative agency of competent jurisdiction and the time in which to appeal therefrom has expired, or a settlement shall have been consummated, or the Indemnified Party and the Indemnitor shall arrive at a mutually binding agreement with respect to any matter alleged to be indemnified by the Indemnitor hereunder, the Indemnitor shall promptly pay the amount owed to the Indemnified Party in respect thereof.

9.7        Limitations; Calculation of Loss .

(a)       In any case where an Indemnified Party recovers from unaffiliated third Persons the amount of any Loss in respect of which an Indemnitor has indemnified any Indemnified Party pursuant to this Article IX , such Indemnified Party shall promptly pay over to the Indemnitor the amount so recovered (after deducting therefrom the amount of the actual out-of-pocket expenses incurred by it in procuring such recovery), but not in excess of the sum of (i) any amount previously so paid by the Indemnitor to or on behalf of any Indemnified Party in respect of such matter; and (ii) any amount expended by the Indemnitor in pursuing or defending any claim arising out of such matter.

(b)       NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IN NO EVENT SHALL ANY PARTY BE LIABLE FOR ANY EXEMPLARY OR PUNITIVE DAMAGES OR DAMAGES WHICH ARE NOT THE NATURAL, PROBABLE AND REASONABLY FORESEEABLE RESULTS OF THE EVENT GIVING RISE TO THE LOSS

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(IN EACH CASE, EXCEPT TO THE EXTENT AWARDED TO ANY THIRD-PARTY IN ANY ACTION) ARISING UNDER ANY LEGAL OR EQUITABLE THEORY OR ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, ALL OF WHICH ARE HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER OR NOT ANY PARTY TO THIS AGREEMENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; PROVIDED , HOWEVER , THE LIMITATIONS SET FORTH IN THIS SECTION 9.7 SHALL NOT APPLY WITH RESPECT TO CLAIM FOR INDEMNIFICATION PURSUANT TO SECTION 9.1(a)(iii) - (v)  OR IN THE CASE OF FRAUD OR WILLFUL MISCONDUCT.

(c)       Except in the case of fraud or willful misconduct, injunctive relief (including specific performance) or the remedies contemplated by Section 5.8 , this Article IX shall be the exclusive remedy of each of the parties hereto for breaches of this Agreement (including any representation, warranty or covenant contained in this Agreement).

(d)       No Indemnified Party will be entitled to recover from an Indemnitor more than once in respect of the same Losses.

(e)       Solely for the purpose of determining the amount of Losses indemnifiable under this Article IX related to any inaccuracy in or breach of any representation or warranty or breach of any covenant by the Seller or Buyer shall be determined without regard to any materiality, material adverse effect, or other similar qualification contained in or otherwise applicable to such representation, warranty or covenant. For avoidance of doubt, materiality, material adverse effect, and other similar qualifications contained in or otherwise applicable to any representation, warranty or covenant shall be considered for purposes of determining breach and shall not be disregarded.

9.8        Mitigation .     Each of the parties agrees to take commercially reasonable steps to mitigate their respective Losses upon and after becoming aware of any event or condition which would reasonably be expected to give rise to any Losses that are indemnifiable hereunder.

9.9        Tax Treatment of Payments .     The Seller, Buyer and their respective Affiliates shall treat any and all payments under this Article IX as an adjustment to the Purchase Price for Tax purposes unless they are required to treat such payments otherwise by applicable Tax laws.

9.10        Recovery; Set-Off .     To the extent the Buyer Group Members so elect, any amounts owed to any Buyer Group Members pursuant to this Article IX shall be satisfied (a) first, by set-off against any then-payable Earn-Out Amount and (b) if the amounts under clause (a) are insufficient to fully satisfy the Losses, directly by the Seller by wire transfer in immediately available funds to the bank account or accounts designated by such Buyer Group Member in a notice to the Seller not less than two (2) Business Days prior to such payment. Buyer shall not, in any circumstance, be entitled to setoff any amount that is not an Agreed Claim against any amounts owed to Seller under this Agreement or any Ancillary Agreement.

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ARTICLE X

MISCELLANEOUS

10.1        Survival .     The representations, warranties and covenants contained in this Agreement shall survive for the periods set forth in Section 9.3 and Section 6.4 , after which time such representations, warranties and covenants shall terminate and the parties shall have no rights or remedies thereafter with respect to any breach of such representations, warranties or covenants.

10.2        Governing Law; Submission to Jurisdiction .     This Agreement and each Ancillary Agreement and all claims or causes of action (whether in contract or tort or otherwise) that may be based upon, arise out of or relate to this Agreement or any Ancillary Agreement or the negotiation, execution or performance of this Agreement or any Ancillary Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement, any Ancillary Agreement or as an inducement to enter into this Agreement), shall be governed by and construed in accordance with the Laws of the State of New York without regard to any conflicts of law principles that would apply the Law of another jurisdiction. The Seller and Buyer irrevocably submit to the exclusive jurisdiction of the state and federal courts located in the Borough of Manhattan in the State of New York for the purposes of any Proceeding arising out of this Agreement or any transaction or agreement contemplated hereby. The Seller and Buyer irrevocably and unconditionally waive any objection to the laying of venue of any Proceeding arising out of this Agreement or the transactions contemplated hereby in the courts specified above and hereby and thereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such Proceeding brought in any such court has been brought in an inconvenient forum. Each of the parties agrees that a judgment in any such Proceeding may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties hereby consents to process being served by any party to this Agreement in any suit, action or proceeding by the delivery of a copy thereof in accordance with the provisions of Section 10.3 .

10.3        Notices .     All notices or other communications required or permitted hereunder shall be in writing and shall be delivered personally, by facsimile, by email or sent by private courier or by registered or certified mail, and shall be deemed given when so delivered personally (with written confirmation of receipt), by facsimile (with written confirmation of transmission), by email (so long as such email states it is a notice delivered pursuant to this Section 10.3 and a duplicate copy of such email is promptly given by one of the other methods described in this Section 10.3 ) or by private courier or, if mailed overnight, one (1) Business Day after the overnight mailing, as follows:

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If to Buyer, to:

Caliber Home Loans, Inc.

1525 South Belt Line Road

Coppell, TX 75019

Facsimile: (214) 874-4199

Attention: Senior Vice President & Deputy General Counsel

Email: aubrey.meyers@caliberhomeloans.com

with a copy (which shall not constitute notice) to:

Sidley Austin LLP

2021 McKinney Avenue

Suite 2000

Dallas, TX 75201

Facsimile: (214) 981-3400

Attention: Sara Garcia Duran

Email: sduran@sidley.com

If to the Seller, to:

Banc of California, Inc.

18500 Von Karman Avenue

Suite 1100

Irvine, CA 92612

Facsimile: (949) 385-6254

Attention: John Madden

Email: john.madden@bancofcal.com

with a copy (which shall not constitute notice) to:

Morrison & Foerster LLP

707 Wilshire Boulevard

Suite 6000

Los Angeles, CA 90017

Facsimile: (213) 892-5454

Attention: Kenneth E. Kohler, Esq.

Email: kkohler@mofo.com

or to such other address as such party may indicate by a notice delivered to the other party hereto.

10.4        Successors and Assigns .     The rights of either party under this Agreement shall not be assignable by such party hereto without the prior written consent of the other party. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and permitted assigns. Nothing in this Agreement, expressed or implied, is intended or shall be construed to confer upon any Person other than the parties and successors and permitted assigns any right, remedy or claim under or by reason of this Agreement. No

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assignment of any obligations hereunder shall relieve the parties of any of its obligations pursuant to this Agreement. Upon any permitted assignment, the references in this Agreement to the assigning party shall also apply to any such assignee of such assigning party.

10.5        Entire Agreement .     This Agreement, the exhibits and schedules referred to herein, the Documents delivered pursuant hereto or ancillary hereto (including the Ancillary Agreements) and the Confidentiality Agreement contain the entire understanding of the parties hereto with regard to the subject matter contained herein or therein, and supersede all other prior representations, warranties, agreements, understandings or letters of intent between or among any of the parties hereto with respect to the subject matter hereof and thereof. Furthermore, the parties each hereby acknowledge that this Agreement embodies the justifiable expectations of sophisticated parties derived from arm’s-length negotiations, and all parties specifically acknowledge that no party has any special relationship with another party that would justify any expectation beyond that of an ordinary buyer and an ordinary seller in an arm’s-length transaction.

10.6        Disclosure .     The inclusion of any specific item in any schedule hereto is not intended to imply, and no party shall assert that such inclusion does imply, that the item so included or other items, are or are not material, and no party shall use the fact of the setting forth of any such amount or the inclusion of any such item in any dispute or controversy between the parties as to whether any obligation, item or matter not described herein or included in any schedule is or is not material for purposes of this Agreement. Unless this Agreement specifically provides otherwise, neither the specification of any item or matter in any representation or warranty contained in this Agreement nor the inclusion of any specific item in any schedule hereto is intended to imply that such item or matter, or other items or matters, are or are not in the ordinary course of business, and no party shall use the fact of the setting forth or the inclusion of any such item or matter in any dispute or controversy between the parties as to whether any obligation, item or matter not described herein or included in any schedule is or is not in the ordinary course of business for purposes of this Agreement.

10.7        Waiver; Amendment .     Any term or provision of this Agreement may be waived, or the time for its performance may be extended, by the party entitled to the benefit thereof. Any such waiver shall be validly and sufficiently authorized for the purposes of this Agreement if, as to any party, it is authorized in writing by an authorized representative of such party. The failure of any party hereto to enforce at any time any provision of this Agreement shall not be construed to be a waiver of such provision, nor in any way to affect the validity of this Agreement or any part hereof or the right of any party thereafter to enforce each and every such provision. No waiver of any breach of this Agreement shall be held to constitute a waiver of any other or subsequent breach. This Agreement shall not be amended, modified or supplemented except by a written instrument signed by an authorized representative of each of the parties hereto.

10.8        Severability .     If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this Agreement are not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the parties shall negotiate in good

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faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated by this Agreement are consummated as originally contemplated to the greatest extent possible.

10.9        Execution in Counterparts; Facsimile Signatures .     This Agreement may be executed in one or more counterparts, each of which shall be considered an original instrument, but all of which shall be considered one and the same agreement, and shall become binding when one or more counterparts have been signed by each of the parties hereto and delivered to the Seller and Buyer. For purposes of this Agreement, facsimile and .PDF signatures shall be deemed originals.

10.10       Specific Performance .     The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, this being in addition to any other remedy to which they are entitled at law or in equity.

10.11       Waiver of Jury Trial .     EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE OTHER PARTY WOULD NOT, IN THE EVENT OF ANY PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND EACH ANCILLARY AGREEMENT, AMONG OTHER THINGS, BY THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.11 .

10.12       Limitation of Liability .     Notwithstanding anything in this Agreement to the contrary, neither the directors, officers, managers, employees, stockholders, members or partners of either the Seller or Buyer will have or incur any personal liability under this Agreement or any related agreement (including any of the Ancillary Agreements), document, exhibit or schedule hereto.

[S IGNATURE P AGE F OLLOWS .]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

[S IGNATURE P AGE TO A SSET P URCHASE A GREEMENT ]

[S IGNATURE P AGE TO A SSET P URCHASE A GREEMENT ]

Exhibit 2.2

CALIBER HOME LOANS, INC.,

Purchaser,

and

BANC OF CALIFORNIA, NATIONAL ASSOCIATION,

Seller

BULK SERVICING RIGHTS PURCHASE AND SALE AGREEMENT

(Fannie Mae and Freddie Mac)

Dated as of February 28, 2017

TABLE OF CONTENTS

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BULK SERVICING RIGHTS PURCHASE AND SALE AGREEMENT

This BULK SERVICING RIGHTS PURCHASE AND SALE AGREEMENT (as the same may be amended, restated, modified, substituted or extended from time to time, this “ Agreement ”) is made as of February 28, 2017 (the “ Effective Date ”), and is executed by and between BANC OF CALIFORNIA, NATIONAL ASSOCIATION, a national banking association (“ Seller ”), and CALIBER HOME LOANS, INC., a Delaware corporation (“ Purchaser ”).

PRELIMINARY STATEMENT

Seller and Purchaser wish to provide for the terms and conditions relating to the sale and purchase of all of Seller’s right, title and interest in and to the Servicing Rights (as defined below), and the assumption by Purchaser of all of the servicing duties and obligations relating thereto (as more fully described herein), for all of the Mortgage Loans (as defined below) set forth in the Mortgage Loan Schedule (as defined below); provided, however, that Purchaser shall not assume any Excluded Obligations (as defined below) except if and to the extent required by the applicable Investor as a condition to its issuance of a Servicing Agreement Consent or by operation of Applicable Requirements but subject to the indemnification provisions set forth in this Agreement.

In consideration of the mutual agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller and Purchaser hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01         Defined Terms . Whenever used in this Agreement, the following words and phrases shall have the following meanings specified in this Article:

“ Accepted Servicing Practices ”:    To the extent not inconsistent with Applicable Requirements, the accepted mortgage servicing practices of prudent mortgage lending institutions which service mortgage loans of the same type as such Mortgage Loan in the jurisdiction where the related Mortgaged Property is located.

“ Advance ”:  With respect to the servicing of a Mortgage Loan, any amounts that have been advanced in accordance with Applicable Requirements to such Mortgage Loan including, without limitation, delinquent Monthly Payments and the payment of taxes and insurance premiums.

“ Affiliate ”:  Any individual, partnership, corporation, entity or other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with the Person specified.

“ Agency: ” Fannie Mae or Freddie Mac.

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“ Agreement ”:  This Bulk Servicing Rights Purchase and Sale Agreement including all schedules, exhibits, amendments, restatements, modifications, supplements, substitutions and/or extensions thereto and/or thereof from time to time.

“Ancillary Income” :  All fees and income derived from and related to the Mortgage Loans, excluding servicing fees attributable to the Mortgage Loans, but including and not limited to late charges, fees received with respect to checks or bank drafts returned by the related bank for non-sufficient funds, assumption fees, optional insurance administrative fees, income on escrow accounts and custodial accounts or other receipts on or with respect to such Mortgage Loans, and all other incidental fees, income and charges collected from or assessed against the Borrower, other than those charges payable to the applicable Investor under the terms of the applicable Servicing Agreements or as otherwise agreed by the Parties.

“ Applicable Requirements ”:  As of the time of reference and as applicable, (i) all federal, state and local laws, rules, regulations, guidelines and ordinances applicable to the origination, sale, pooling or servicing of any Mortgage Loan or Servicing Right at the relevant time, (ii) the judicial and administrative judgments, orders, remediation plans, stipulations, awards, writs and injunctions applicable to any Mortgage Loan or Servicing Right, (iii) the terms of the Mortgage Loan documents, with respect to each Mortgage Loan, (iv) the Servicing Agreements, and (v) all other legal and contractual obligations to or with any Insurer or Governmental Entity applicable to any Mortgage Loan or Servicing Right.

“ Assignment ”: An assignment of a Mortgage, notice of transfer or equivalent instrument, in form acceptable for recording and sufficient under the laws of the jurisdiction wherein the Mortgaged Property is located to reflect of record the transfer of the Mortgage instrument identified therein from the transferor to the transferee named therein.

“ Borrower ”: The Person(s) obligated on or under a Mortgage Note.

“ Business Day ”: A day of the week other than (a) Saturday, (b) Sunday, or (c) a day on which banking or savings institutions in the state of Seller or of Purchaser are authorized or permitted under applicable law to be closed.

“ Closing ”:  The consummation of the Transaction on the Sale Date.

“ Corporate Advances ”: Advances related to a delinquent Mortgage Loan expended by Seller in accordance with the Servicing Agreement (other than principal and interest Advances and taxes and insurance Advances), including attorney fees and costs, property preservation, property inspection, and valuation fees, as well as other default related expenses.

“ Custodial Account ”: The account maintained by Seller or its agent for the deposit of principal and interest payments received in respect of one or more Mortgage Loans.

“ Custodial File ”:  With respect to an individual Mortgage Loan, the Mortgage Loan documents required to be held by a Custodian pursuant to the Guides of the applicable Investors.

“ Custodian ”: An entity acting as Mortgage Loan document custodian pursuant to the Guides.

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“ Data File ”: All information in a mutually agreed upon format attached to the Transfer Instructions delivered by Seller as set forth in this Agreement.

“Defective Servicing Right” :  Has the meaning set forth in Section 6.04(c).

“ Due Diligence ”: An in-depth, one-on-one review of loan files, monthly reconciliations, delinquent loan reporting, and other related loan information as may be described herein, and specifically at Section 6.05.

“ Effective Date ”: As defined in the introductory paragraph to this Agreement.

“ Escrow Account ”: The account maintained by Seller or its agent for the deposit of Escrow Payments received in respect of any Mortgage Loans in accordance with Applicable Requirements.

“ Escrow Funds ”:  Balances held in the Escrow Account.

“ Escrow Payments ”: The amounts required or permitted to be escrowed by Applicable Requirements (including, without limitation, amounts constituting ground rents, taxes, assessments, mortgage insurance premiums and fire and hazard insurance premiums) and which have been escrowed by the Borrower with Seller pursuant to any Mortgage Loan.

“ Estimated Purchase Price ”: Has the meaning set forth in Section 2.02(b).

“ Exceptions List ”: Has the meaning set forth in Section 2.02(a)(iv).

“ Excluded Obligations ”: (i) Any obligations of the originator or Seller of any Mortgage Loan, including, but not limited to, any obligations in connection with any representations, warranties or covenants made by Seller or any prior lender as the seller of any Mortgage Loan or any obligations to remedy breaches of any such representations, warranties or covenants, or to indemnify any party in connection therewith or any other recourse obligation of Seller or any prior lender as the seller of any Mortgage Loan to an Investor; (ii) any repurchase, indemnification or other obligations arising under the respective Servicing Agreement resulting from or relating to (x) representations, warranties and covenants of Seller contained therein, except to the extent resulting from Purchaser’s servicing activities on or after the Transfer Date or (y) acts or omissions of Seller (whether occurring prior to, on or following the Transfer Date), except to the extent resulting from acts or omissions of Purchaser under the respective Servicing Agreement on or after the Transfer Date; and (iii) any liabilities in tort, contract or otherwise to the extent arising out of or in connection with any acts or omissions of Seller or any prior lender or servicer in respect of the origination of the Mortgage Loans or the servicing thereof prior to the Transfer Date.

“ Fannie Mae ”:  Fannie Mae, a/k/a Federal National Mortgage Association or any successor thereto.

“ Final Purchase Price ”: Has the meaning set forth in Section 2.02(c).

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“ Float Benefit: ”  The net economic benefit resulting from funds held in the Escrow Accounts and Custodial Accounts relating to the Servicing Rights. The Float Benefit includes any compensating balance earnings credits and interest and other earnings on and in respect of such deposits.

“ Freddie Mac ”:  The Federal Home Loan Mortgage Corporation (FHLMC), or any successor thereto.

“ Governmental Entity ”:    Any federal, state or local governmental authority, agency, commission or court or self-regulatory authority or commission, including Fannie Mae and Freddie Mac.

“ Guides ” means any and all applicable rules, regulations, requirements and guidelines of any Insurer or Investor, as the same may be amended from time to time, including, without limitation, (a) the Fannie Mae Selling and Servicing Guides and (b) the Freddie Mac Sellers’ and Servicers’ Guides.

“ Holdback ”: Has the meaning set forth in Section 2.02(a)(iv).

“ Insurer ”:  A Person who insures or guarantees all or any portion of the risk of loss on any Mortgage Loan through a Private Mortgage Insurance Policy, hazard insurance, flood insurance, earthquake insurance or title insurance with respect to any Mortgage Loan or Mortgaged Property, as the case may be, including any Governmental Entity.

“ Investor ” means any Person (including an Agency) having a beneficial interest in a Mortgage Loan or a security backed by or representing an interest in a Mortgage Loan or any Person with authority to act for and on behalf of any such Person (or Agency), such as a trustee.

“ Losses ” means any and all actual and direct claims and losses, costs, damages or expenses, including without limitation, reasonable attorneys’ fees and disbursements and, if less expensive than use of third party vendors, reasonable internal costs and expenses, in respect of any obligation to indemnify any Person pursuant to the terms of this Agreement.

“ Loss Mitigation ”: Has the meaning set forth in Section 3.03(f).

“ MERS ”: Mortgage Electronic Registration Systems, Inc.

“ MERS MOM ”: MERS, as Original Mortgagee.

“ Monthly Payment ”: The scheduled monthly payment of principal, interest and Escrow Payments, if applicable, on a Mortgage Loan.

“ Mortgage ”: A mortgage, deed of trust, security deed or other instrument creating a first lien on real property securing the Mortgage Note relating thereto; except that with respect to real property located in jurisdictions in which the use of leasehold estates for residential properties is a widely-accepted practice, the mortgage, deed of trust or other instrument securing the Mortgage Note may secure and create a first lien upon a leasehold estate of the Mortgagor, as the

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case may be, including any riders, addenda, assumption agreements or modifications relating thereto.

“ Mortgage File ”: The hardcopy documents or, to the extent permitted by the applicable Investor, imaged documents pertaining to a particular Mortgage Loan, which are specified on Exhibit A hereto.

“ Mortgage Loan ”: An individual mortgage loan that is identified on the Mortgage Loan Schedule. For the avoidance of doubt, a Mortgage Loan that becomes an REO Property after the Sale Date shall nevertheless be considered a Mortgage Loan for purposes of interpreting the language herein.

“ Mortgage Loan Schedule ”: The list of Mortgage Loans (in each case, originated on or before the Sale Date) attached as Schedule 1 to Seller’s Closing Certificate which Schedule 1 shall set forth, as of the date specified in such Schedule 1, without limitation, the following information for each Mortgage Loan listed thereon:

“ Mortgage Note ”: The promissory note or other evidence of the indebtedness of a Borrower secured by a Mortgage.

“ Mortgaged Property ”: The underlying real property encumbered by a Mortgage securing repayment of a Mortgage Note.

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“ Non-Recoverable Advance ”: Any Advance made by a prior servicer that Purchaser has determined in its good faith business judgment would not be ultimately recoverable by Purchaser in accordance with the Guides.

“ Party ”: Each of Seller or Purchaser, and collectively, “ Parties ”.

“ Person ”:    Any individual, corporation, company, voluntary association, partnership, joint venture, limited liability company, trust, unincorporated association or government entity (or any agency, instrumentality or political subdivision thereof).

“ Pool ”:  A group of Mortgage Loans delivered to an Investor in one sale transaction and assigned one pool number by such Investor.

“ Private Mortgage Insurance Policy ”: Each private mortgage insurance policy required to be in effect for a specific Mortgage Loan pursuant to Applicable Requirements, or any replacement policy therefor obtained by Seller.

“ Privacy Act ”: Each of (a) Title V of the Gramm-Leach-Bliley Act, 15 U.S.C. 6801 et seq. and the applicable federal regulations implementing the same and codified at 12 CFR Parts 40, 216, 332, and/or 573; (b) FFIEC Interagency Guidelines Establishing Standards For Safeguarding Customer Information and codified at 12 CFR Parts 30, 208, 211, 225, 263, 308, 364, 568, and/or 570; and (c) the other applicable state and local laws, rules, regulations and orders relating to the privacy and security of Borrower information.

“ Purchase Price ”: Has the meaning set forth in Section 2.02(a).

“ Purchase Price Percentage ”: Shall be determined in accordance with Exhibit I .

“ Purchaser ”: Caliber Home Loans, Inc., a Delaware corporation.

“ Recourse Mortgage Loans ” means any arrangement pursuant to which the servicer or any successor servicer bears the risk of all or any part of the ultimate credit losses incurred in connection with a default under, or the foreclosure of, acceptance of deed in lieu of foreclosure or related action in connection with, a Mortgage Loan, except that Recourse Mortgage Loans does not include losses in connection with a failure by the servicer or any successor servicer to comply with the Applicable Requirements nor does it include the loss of any servicing fees or other servicing compensation. Recourse Mortgage Loans shall not include (i) Seller’s retained contingent liability to repurchase a Mortgage Loan that is determined to have been ineligible for sale to or pooling with the applicable Investor due to a breach of one or more representations and warranties or (ii) Servicer’s obligations to pay expenses, interest and other deductions in excess of the reimbursement limits, if any, set forth in the Applicable Requirements.

“ Recoverable Advances ”: Advances made by Seller or a prior servicer that Purchaser has determined in its good faith business judgment would be ultimately recoverable by Purchaser in accordance with Applicable Requirements.

“ Related Parties ”:      With respect to a Person, such Person’s officers, directors, employees, agents, attorneys and Affiliates.

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“ Relationship Officer ”:  An officer level employee designated by each of Seller and Purchaser pursuant to the Transfer Instructions and this Agreement.

“ REO Property ”:  Any Mortgaged Property acquired through foreclosure, deed in lieu of foreclosure, or other realization procedure.

“ Sale Date ”:  February 28, 2017, or such other date as may be mutually agreed to in writing by Seller and Purchaser, in each case, assuming that all conditions precedent to closing have been satisfied in accordance with the terms of this Agreement.

“ Seller ”: Banc of California, National Association, a national banking association.

“ Seller’s Closing Certificate ”: An officer’s certificate in the form of Exhibit B attached hereto prepared by or on behalf of Seller and delivered to Purchaser pursuant to this Agreement.

“ Seller Legal Claim ”: Has the meaning set forth in Section 4.04(b).

“ Servicing Agreements ”:  The contracts, and all applicable rules, regulations, procedures, manuals and guidelines incorporated therein, defining the rights and obligations of the Investor and servicer, with respect to the applicable Servicing Rights, consisting of, as applicable, the contracts and other documents, including the Guides (as each such contract and other document has been amended from time to time), including any waivers thereto that reduce certain obligations under the Guides to which Purchaser as the transferee of the Servicing Rights otherwise would be subject .

“ Servicing Agreement Consent ”: Any consent, approval or authorization that is required from the Investor pursuant to the terms of the applicable Servicing Agreement in order to assign or otherwise transfer the related Servicing Rights to Purchaser pursuant to the terms of this Agreement which consent, approval or authorization shall satisfy the Applicable Requirements under such Servicing Agreement, if any, with respect to the assignment or transfer of the Servicing Agreement and related Servicing Rights to, and assumption of the Servicing Agreement and related Servicing Rights by, Purchaser pursuant to the terms of this Agreement.

“ Servicing Rights ”: (a) The rights and obligations of Seller to service the Mortgage Loans under the Servicing Agreements, (b) all rights under the applicable Servicing Agreements to receive or retain amounts in respect of (i) all compensation for servicing the Mortgage Loan, (including the servicing fees and any Ancillary Income), (ii) all reimbursement for Recoverable Advances or other expenses and costs, (iii) all investment earnings or other benefits from positive deposit account balances, together with all Custodial Account balances and Escrow Account balances, and (iv) any incidental income and benefits to the extent payable to the servicer of the Mortgage Loan; (c) the rights to possession, use, access and control of Mortgage Files and other servicing related documentation relating to the servicing of such Mortgage Loan that that are necessary to service such Mortgage Loan or otherwise perform the obligations of the servicer in accordance with the Applicable Requirements, pertaining to the past, present or prospective servicing of such Mortgage Loan, including, without limitation, Borrower marketing lists, insurance policies and tax service contracts and flood service contracts; (d) all agreements or documents creating, defining or evidencing any such Servicing Rights and all rights of Seller as servicer thereunder; (v) all accounts and other rights to payment related to the servicing of the

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Mortgage Loans or any of the property described in this paragraph; and (e) all rights, powers and privileges incident to any of the foregoing; provided, however, that Servicing Rights shall exclude Seller’s master mortgage impairment policy and any other agreements, instruments, rights, documents or records relating to the continuing business of Seller as a whole; provided, further that, Servicing Rights shall not include, and Purchaser is not assuming, any Excluded Obligation which shall be retained by Seller except if and to the extent required by Applicable Requirements.

“ Servicing Rights Repurchase Price ”: The price to be paid by Seller to Purchaser in connection with the repurchase of any Servicing Rights pursuant to either Section 2.03(c) or Article VI of this Agreement which, with respect to any Mortgage Loan, shall be equal to: (i) the then outstanding principal balance of the Mortgage Loan multiplied by the Purchase Price Percentage; plus (ii) any unreimbursed Recoverable Advances for such Mortgage Loan which were required to be advanced by Purchaser or Subservicer pursuant to Applicable Requirements; plus (iii) the reimbursement of all other unreimbursed actual and reasonable out-of-pocket costs and expenses incurred by Purchaser in connection with such Servicing Rights and such Mortgage Loan, which include, without limitation, all costs and expenses incurred by Purchaser in effectuating the repurchase of such Servicing Rights, including, if applicable, transferring the servicing and forwarding documents for the transfer of such Servicing Rights and such Mortgage Loan, but which excludes such losses, costs and expenses to the extent that they are a result of Purchaser’s failure to service such Mortgage Loan in compliance with the Servicing Agreement, provided that such failure was not as a result of Seller’s breach of this Agreement.

“ Servicing Type ”: The applicable Investor accounting remittance options applicable to the related Mortgage Loans.

“ Subservicer ”: Dovenmuehle Mortgage, Inc.

“ Transaction ”: The sale of the Servicing Rights by Seller to Purchaser and the other transactions contemplated by this Agreement.

“ Transfer Date ”: June 1, 2017 for Fannie Mae Servicing Rights and May 16, 2017 for Freddie Mac Servicing Rights, or such other date as is mutually agreed to by Purchaser and Seller in writing, in each case, subject to receipt of Servicing Agreement Consents and Subservicer approval.

“ Transfer Instructions ”: The transfer instructions to be mutually agreed upon between and among Seller, Purchaser and Subservicer.

“ Transfer Notice ”:  The notification letter required to be delivered to each Borrower in compliance with Applicable Requirements, including without limitations the Federal Real Estate Settlement Procedures Act codified § 2601 et seq. and implemented by Regulation X, 24 C.F.R. Part 3500.

“ Uncured Document Exception ”: Has the meaning set forth in Section 2.02(a)(iv).

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ARTICLE II

SALE AND CONVEYANCE OF SERVICING RIGHTS

Section 2.01     Agreement to Sell the Servicing Rights.

On the Sale Date, as hereinafter provided and subject to the terms and provisions of this Agreement, Seller shall sell, transfer and assign, set over and convey to Purchaser, and Purchaser shall purchase and assume from Seller, all beneficial right, title and interest of Seller in, to and under the Servicing Rights (including but not limited to the Mortgage Files) for all Mortgage Loans, subject to receipt of Servicing Agreement Consents. On the Transfer Date, as hereinafter provided and subject to the terms and provisions of this Agreement, Seller shall sell, transfer and assign, set over and convey to Purchaser, and Purchaser shall purchase and assume from Seller, all legal right, title and interest of Seller in, to and under the Servicing Rights (including but not limited to the Mortgage Files) for all Mortgage Loans. Notwithstanding the foregoing, except if and to the extent required by Applicable Requirements, including, without limitation, as a condition to receipt of Servicing Agreement Consent by the applicable Agency, Purchaser shall not assume any Excluded Obligations.

Purchaser shall be entitled to receive all servicing income payable under the Servicing Agreements following the Sale Date, including but not limited to all accrued and outstanding servicing income as of the Sale Date, provided that (i) from the Sale Date through and including the Transfer Date, Seller shall be entitled to retain a monthly subservicing fee of $7 per Mortgage Loan which is fully earned on the first day of the month and the Float Benefit and (ii) Seller and Purchaser shall allocate the Freddie Mac servicing fee payable to the servicer for servicing and administration of Mortgage Loans pro rata based upon the applicable Borrower’s actual payment date within the month attributable to such Freddie Mac servicing fee.

Section 2.02     Purchase Price.

(a)        The purchase price to be paid by Purchaser to Seller for the Servicing Rights (the “ Purchase Price ”) shall be an amount equal to the product of (a) the Purchase Price Percentage multiplied by (b) the actual unpaid principal balance on the Sale Date of the Mortgage Loans (but excluding the principal balances of any Mortgage Loans that (i) are ninety (90) or more days delinquent as of the Sale Date (or which became delinquent with respect to the first payment due date), (ii) that are subject to any active bankruptcy (excluding where Borrower is current on bankruptcy plan) or Mortgage Loan-level litigation proceeding in which Seller is a defendant (excluding where the litigation is covered by title insurance), and/or (iii) that are subject to any active foreclosure actions). Purchaser shall pay the Purchase Price as follows:

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(b)        On or prior to the Sale Date, Seller shall provide Purchaser with a preliminary Mortgage Loan Schedule that contains preliminary loan level information including the unpaid principal balances of the Mortgage Loans as of the end of the preceding calendar month, and from which Purchaser shall calculate the estimated Purchase Price using such information (the “ Estimated Purchase Price ”). Purchaser and Seller shall cooperate in good faith to reconcile and confirm the calculation of the Estimated Purchase Price.

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(c)        Within seven (7) Business Days after the Sale Date, Seller shall provide Purchaser with a final Mortgage Loan Schedule that contains final loan level information including the unpaid principal balances of the Mortgage Loans as of the Sale Date, and from which Purchaser shall calculate the final Purchase Price using such information (the “ Final Purchase Price ”). Purchaser and Seller shall cooperate in good faith to reconcile and confirm the calculation of the Estimated Purchase Price.

(d)        Purchaser shall reimburse Seller for any outstanding Recoverable Advances for which Seller has provided Purchaser with customary documentation and support, which may be in electronic form as of the Transfer Date as set forth in Section 5.06.

Section 2.03         Closing Conditions.

(a)        Purchaser’s obligation to consummate its purchase of any Servicing Rights pursuant to this Agreement on the Sale Date is subject to the satisfaction or waiver by Purchaser of the following conditions as of or prior to the Sale Date:

(i)        Seller shall have performed in all material respects all of its covenants and agreements contained herein which are required to be performed by Seller on the Sale Date;

(ii)        All of the representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects as of the Sale Date (unless otherwise specified herein);

(iii)        Purchaser shall have received each of the documents specified in Section 4.01(b)(i) and Section 4.01(b)(ii) on or prior to the Sale Date, duly executed by all signatories other than Purchaser, as required by the respective terms thereof; and

(iv)        Seller shall have provided a general resolution showing Seller’s authority to enter into the sale of the Servicing Rights, substantially in the form attached hereto as Exhibit C , together with a Secretary’s Certificate confirming that such resolution(s) are still in place and have not in any way been rescinded, revoked or terminated.

(b)        Seller’s obligation to consummate its sale of any Servicing Rights pursuant to this Agreement on the Sale Date is subject to the satisfaction or waiver by Seller of the following conditions as of or prior to the Sale Date:

(i)        Purchaser shall have performed in all material respects all of its covenants and agreements contained herein which are required to be performed by it on or prior to the Sale Date; and

(ii)        All of the representations and warranties of Purchaser contained in this Agreement shall be true and correct in all material respects as of the Sale Date.

(c)        Seller shall reimburse Purchaser an amount equal to the Servicing Rights Repurchase Price (calculated using the unpaid principal balance of the related Mortgage Loan immediately prior to being paid off) together with any associated compensating interest loss

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paid or due to Investor for the related Servicing Rights with respect to each Mortgage Loan that pays off prior to ninety (90) days after the Sale Date; provided that, Seller shall not reimburse Purchaser for any Servicing Rights for Mortgage Loans that payoff prior to ninety (90) days after the Sale Date if the cause of such pay off was a refinancing of such Mortgage Loan by Purchaser. Unless Seller and Purchaser otherwise agree to net such reimbursement against the portion of the Purchase Price that remains payable, Seller shall wire to Purchaser the said amount within seven (7) Business Days from the date of Seller’s receipt of Purchaser’s written request therefor (which request shall be made within one hundred and twenty (120) days from the Sale Date) and together with evidence satisfactory to Seller of such pay off.

(d)        All Mortgage Loan interest rate information is net of any and all insurance premiums unless otherwise indicated.

ARTICLE III

REPRESENTATIONS, WARRANTIES, AND COVENANTS

Section 3.01         Representations, Warranties and Covenants of Seller.

Seller represents, warrants and covenants to Purchaser as to the Servicing Rights to be conveyed by Seller to Purchaser pursuant to this Agreement that as of the Sale Date and, with respect to actions to be taken after the Sale Date only, the Transfer Date, or such other date as shall be specified below, all of which shall survive the Sale Date and, with respect to actions to be taken after the Sale Date only, the Transfer Date, as follows:

(a)        Seller is a national bank duly organized, validly existing, and in good standing under the laws of the United States, and was at all relevant times, and Seller is and has been qualified to do business and duly licensed in those states in which each Mortgaged Property is located if the laws of such states require such qualification or licensing for the conduct of banking or business of the type conducted by Seller. Seller has full power and authority to execute and deliver this Agreement and to perform all of its obligations.

(b)        Seller has full power and authority to execute and deliver this Agreement and to perform all of its obligations hereunder. The execution, delivery and performance of this Agreement by Seller and the consummation of the Transaction have been duly and validly authorized by all necessary action, and this Agreement has been duly and validly executed and delivered by Seller and is valid and enforceable against Seller in accordance with its terms except as the same may be limited by bankruptcy, insolvency, reorganization and similar laws affecting the enforcement of creditors’ rights generally, and by general equity principles.

(c)        Other than the required approvals of the Investors referred to in Section 4.02(b) and such other consents of and notices to third parties as are contemplated hereby, any requisite Servicing Agreement Consents to the execution and delivery of this Agreement and the performance of the Transactions contemplated hereby have been obtained. Subject to obtaining the Servicing Agreement Consents referred to in Section 4.02(b), such other consents of and notices to third parties as are contemplated hereby, and the execution and delivery of the instruments and agreements referred to herein, neither the execution and delivery of this

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Agreement nor the consummation of the Transaction nor compliance with its terms and conditions, shall conflict with or result in the breach of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance of any nature upon, any of the Servicing Rights or the properties or assets of Seller, any of the terms, conditions or provisions of its charter or by-laws or any similar charter documents of Seller or any Mortgage, indenture, deed of trust, loan or credit agreement or other agreement or instrument to which Seller is now a party or by which it is bound. The consummation of the Transaction is in the ordinary course of business of Seller, and the sale and transfer of the Servicing Rights by Seller are not subject to any bulk transfer laws or similar statutory provisions regarding bulk sales of assets by debtors of applicable state or federal law.

(d)        Seller is and was at all relevant times, a Fannie Mae and Freddie Mac approved seller/servicer, as applicable, to the extent required to be so approved in order to sell or service or pool the Mortgage Loans. Seller is qualified to act as the servicer under each Servicing Agreement, and no event has occurred as of the Sale Date which would make Seller unable to comply with all Investor Guides. Seller has not received written notice from any Governmental Entity that it intends to terminate Seller’s status as an approved servicer in its programs for which Seller is approved.

(e)        To the extent required pursuant to the Guides, Seller has taken all necessary steps to make and keep any Agency mortgage insurance or loan guaranty or Private Mortgage Insurance Policy valid, binding and enforceable as of the Sale Date.

(f)        Seller has good and marketable title to and, subject to the rights of the applicable Investor pursuant to the terms of the applicable Servicing Agreement, has the right to assign and transfer the Servicing Rights as of the Sale Date. Seller has not previously assigned, transferred or encumbered the Servicing Rights.

(g)        There are no actions, claims, litigation or governmental investigations pending or, to the knowledge of Seller, threatened, against Seller, which relate to, or affect Seller’s right to sell the Servicing Rights or to perform under the terms of this Agreement.

(h)        The information set forth on the Mortgage Loan Schedule and the Data File, and on any updates thereof or other document, instrument or schedule furnished to Purchaser by Seller or one of its Affiliates pursuant to, or prior to and in connection with, this Agreement is accurate and complete in all material respects, and relates exclusively to the subject Mortgage Loans, as of the dates of such Mortgage Loan Schedule or Data File, as applicable, or as may be indicated thereon.

(i)        All Custodial Accounts and Escrow Accounts are maintained by Seller and have been maintained in accordance with Applicable Requirements. Any Escrow Payments required by the Mortgages, which have been paid to Seller for the account of the Borrowers, are or have been properly deposited in the appropriate Escrow Account in accordance with Applicable Requirements.

(j)        If an Escrow Account is required to be maintained with respect to any Mortgage Loan, (i) all interest required pursuant to applicable law to be paid on funds in such

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Escrow Account through the Sale Date has been or will be credited to the account of the related Borrower, and reasonable evidence of such credit shall be provided to Purchaser; and (ii) such interest has been and through the Sale Date will be properly computed and paid in accordance with the terms of such Mortgage Loan and with applicable law.

(k)        All Recoverable Advances paid for by Purchaser hereunder are valid and existing accounts owing to Seller pursuant to and in compliance with the Servicing Agreement related to the Servicing Rights. All such Recoverable Advances are carried on the books and servicing records of Seller at values determined in accordance with Applicable Requirements, and are not subject to any set-offs or claims.

(l)        All necessary documentation with respect to the servicing of the Mortgage Loans has been properly and accurately completed and executed, and all documents required hereby or by Guides to be in the Custodial File and Mortgage File are contained therein.

(m)        All payments received by Seller with respect to any Mortgage Loan have been remitted and properly accounted for pursuant to Guides. No payment of principal or interest on any such Mortgage Loan has been forgiven, suspended or rescheduled except as disclosed on the Mortgage Loan Schedule and Data File, and no waiver, alteration or modification which would adversely affect the value of the Servicing Rights has been made to the terms or provisions of such Mortgage Loans except as disclosed on the Mortgage Loan Schedule and Data File.

(n)        As of the Sale Date, there are no contracts affecting the Servicing Rights to which Purchaser is or will be bound except as contemplated hereby or caused to exist by Purchaser nor shall Seller enter into any such contracts following the Sale Date without the consent of Purchaser other than as permitted or contemplated by the Guides, and no other party has any interest in the Servicing Rights except the applicable Investor, or otherwise as contemplated hereby. Other than the approval to be obtained from the applicable Investor prior to the Transfer Date, no additional approval is required by any Governmental Entity.

(o)        Each Mortgage Loan has been serviced in compliance with all Applicable Requirements including any applicable Accepted Servicing Practices.

(p)        Each Mortgage Loan was originated in compliance with the applicable Guides in effect at that time.

(q)        As of the Sale Date, none of the Mortgage Loans are loans subject to interest rate subsidies or special escrow arrangements, excluding buydowns.

(r)        Seller warrants that it will not solicit any Borrower for any purpose including, without limitations, refinance, home equity or insurance after the Sale Date. Seller further agrees to use its best efforts, including the exercise of any available contractual remedies, to cause any Affiliate to refrain from engaging in any solicitation prohibited under this subsection with respect to the Mortgage Loans and/or mortgagors. Notwithstanding the forgoing, it is understood and agreed that promotions undertaken by Seller or any Affiliate of Seller which are directed to the general public at large or a portion thereof, including, without

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limitation, mass mailing, newspaper, radio, internet, social media, and television advertisements, shall not constitute solicitation under this subsection, nor shall a solicitation for financial services other than mortgages to any Borrower with whom Seller or an Affiliate has or in the future may have a customer relationship unrelated to the Mortgage Loans and that are not made on a targeted basis to the Borrowers of any Mortgage Loans on the basis of information that they obtained as a result of Seller’s ownership of the Servicing Rights or as a result of a targeted search for such information.

(s)        All taxes, governmental assessments, insurance premiums, municipal charges, leasehold payments or ground rents, and common charges of condominiums or planned unit developments relating to the Mortgage Loans, which have become or will become due within thirty (30) days before and after the Transfer Date, have been or will be paid by Seller prior to the Transfer Date (provided that Seller or its tax service provider has received such notice prior to the Transfer Date) to the extent of Escrow Payments made by the applicable Borrower with respect thereto or Recoverable Advances as required by the applicable Guides. Seller shall pay Purchaser any penalty charges or the amount of any discounts lost as a result of a failure to pay tax bills which are due and payable in accordance with this subsection to the extent of Escrow Payments made by the applicable Borrower with respect thereto or Recoverable Advances as required by the applicable Guides, which are subsequently incurred by Purchaser.

(t)        Seller shall, at its own expense, transfer on each Mortgage Loan a current life-of-loan tax contract with CoreLogic to Purchaser and will be responsible and pay any transfer fees related to the transfer of said tax contracts.

(u)        Seller shall, at its own expense, provide on each Mortgage Loan a life-of-loan fully transferable flood certificate with CoreLogic and ensure that those certificates are transferred to Purchaser within fifteen (15) days following the Transfer Date. Seller will pay Purchaser any fee actually incurred by Purchaser due to Seller’s failure to provide flood certificates in accordance with this subsection.

(v)        The improvements upon each Mortgage Property are covered by a valid, binding and existing hazard insurance policy that is in full force and effect with a carrier acceptable to the applicable Investor that provides for fire extended coverage and such other hazards as are customary in the area where the Mortgaged Property is located representing coverage not less than the lesser of the outstanding principal balance of the Mortgage Loan and the minimum amount required to compensate for damage or loss on a replacement cost basis, in accordance with Applicable Requirements. If the Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency Management Agency as having special flood hazards, a valid, separate and binding flood insurance policy or endorsement in a form meeting the requirements of the current guidelines of the Flood Insurance Administration is in effect with respect to such Mortgaged Property, with a carrier acceptable to the applicable Investor, in an amount representing coverage not less than the least of (i) the original outstanding principal balance of the Mortgage Loan, (ii) the minimum amount required to compensate for damage or loss on a replacement cost basis, or (iii) the maximum amount of insurance that is available under the Flood Disaster Protection Act of 1973 (as amended) in accordance with Applicable Requirements.

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(w)        None of the Mortgage Loans are Recourse Mortgage Loans.

(x)        None of the Mortgage Loans are graduated payment Mortgage Loans or growing equity Mortgage Loans, nor is any Mortgage Loan subject to a buydown or similar arrangement except as otherwise set forth in the Mortgage Loan Schedule or mutually agreed upon by Seller and Purchaser prior to transfer.

(y)        No Mortgage Loan is classified as a “high cost mortgage” under Section 32 of the Home Ownership and Equity Protection Act of 1994 or is considered a “high cost mortgage” loan or “higher cost mortgage loan” under any other applicable law at the time of origination of the Mortgage Loan.

(z)        All Mortgage Loans related to the Servicing Rights, except those loans for which registration was required to have been de-activated due to loss mitigation or default, shall be properly registered in MERS pursuant to Applicable Requirements prior to transfer provided that the sole remedy for breach of this representation shall be under Section 2.02(a).

(aa)        No Mortgage Loan is subject to any active litigation proceedings, bankruptcy proceedings or active foreclosure actions other than as set forth on the Mortgage Loan Schedule as of the Sale Date.

(bb)        Seller, either acting on its behalf or through a Subservicer, shall continue the servicing of all Mortgage Loans up to the Transfer Date in accordance with Accepted Servicing Practices.

(cc)        With respect to each Mortgage Loan, where an application for the Mortgage Loan was taken on or after January 10, 2014, such Mortgage Loan complies with the “ability to repay” standards as set forth in Section 129C(a) of the federal Truth-in-Lending Act, 15 U.S.C. 1639c(a), and Section 1026.43(c) of Regulation Z.

(dd)        For any Mortgage Loan not identified as a “Higher-Priced Mortgage Loan” on the Mortgage Loan Schedule where an application for the Mortgage Loan was taken on or after January 10, 2014, such Mortgage Loan (i) is a “qualified mortgage” within the meaning of Section 1026.43(e)(2) of 12 C.F.R. Part 1026 (“Regulation Z”) without reference to Section 1026.43(e)(4), (5), (6) or (f) of Regulation Z, (ii) complies with the total points and fees limitations for a qualified mortgage set forth in Section 1026.43(e)(3) of Regulation Z (including the inflation adjustments provided for in Section 1026.43(e)(3)(ii) of Regulation Z), (iii) is not a “higher-priced covered transaction” within the meaning of Section 1026.43(b)(4) of Regulation Z, (iv) only includes a prepayment penalty permitted by Section 1026.43(g) of Regulation Z, (v) does not provide for a balloon payment and (vi) qualifies for the safe harbor set forth in Section 1026.43(e)(1)(i) of Regulation Z.

(ee)        If the Mortgage Loan is identified as “Higher Priced QM” on the Mortgage Loan Schedule, such Mortgage Loan (i) is a “qualified mortgage” within the meaning of Section 1026.43(e)(2) of Regulation Z without reference to Section 1026.43(e)(4), (5), (6) or (f) of Regulation Z, (ii) complies with the total points and fees limitations for a qualified mortgage set forth in Section 1026.43(e)(3) of Regulation Z (including the inflation adjustments provided for in Section 1026.43(e)(3)(ii) of Regulation Z), (iii) is a “higher-priced

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covered transaction” within the meaning of Section 1026.43(b)(4) of Regulation Z, (iv) does not provide for a balloon payment and (v) qualifies for the presumption of compliance set forth in Section 1026.43(e)(1)(ii) of Regulation Z.

(ff)        For each Mortgage Loan for which the application was received on or after October 3, 2015, the Mortgage Loan was originated in compliance with the final rule published in the Federal Register (78 Fed. Reg. 79730) on December 31, 2013, and any amendments thereto, and promulgated by the CFPB under the applicable sections of Regulation Z and Regulation X to implement Sections 1098 and 1100A of the Dodd-Frank Wall Street Reform and Consumer Protection Act, which amended the Truth-in-Lending Act and Real Estate Settlement Procedures Act, as applicable.

(gg)        With respect to the transfer of the servicing of the Mortgage Loans by Seller to Purchaser, Seller shall comply with the Transfer Instructions.

Section 3.02     Certain Provisions Relating to Seller’s Representations and Warranties.

(a)        Seller agrees that the representations, warranties and covenants set forth in Section 3.01 shall survive the sale and/or transfer, as applicable, of the Servicing Rights and the delivery of each Mortgage File to Purchaser for the life of the Mortgage Loans transferred herein, and shall inure to the benefit of Purchaser and its successors, notwithstanding any qualified endorsement or Assignment or the examination or lack of examination of any Mortgage File.

(b)        Except for the representations and warranties made by Seller in this Agreement, none of Seller, any of its Related Parties or any other Person makes any representations or warranties on behalf of Seller of any kind whatsoever, oral or written, express or implied, whether at law or in equity, and Seller hereby disclaims any other representations or warranties, with respect to Seller, the Servicing Rights or the negotiation, execution, delivery or performance of this Agreement by Seller. Purchaser acknowledges that Seller is providing the representations and warranties in this Agreement for the purposes of establishing a basis on which claims for indemnification and the other remedies available to Purchaser may be brought under this Agreement for certain Losses.

Section 3.03     Representations, Warranties, and Covenants of Purchaser.

Purchaser represents, warrants and covenants to Seller that as of the Sale Date and, with respect to actions to be taken after the Sale Date only, the Transfer Date, or such other date as shall be specified below, all of which shall survive the Sale Date and the Transfer Date, as follows:

(a)        Purchaser is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. Purchaser has all requisite power and authority to own its properties and carry on its business as and where now being conducted and is duly qualified to do business and is properly licensed and is in good standing in each jurisdiction in which the character and location of the properties owned or leased by it or the nature of the business transacted or contemplated herein makes such qualifications or licenses necessary

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except where the failure to be so qualified has not and would not reasonably be expected to have a material adverse effect on Purchaser or the Transaction.

(b)        Purchaser has all requisite power and authority to enter into this Agreement, and the agreements to which it is or will become a party as contemplated by this Agreement, and to carry out the Transaction. The execution and delivery by Purchaser of this Agreement, and of the agreements to be entered into pursuant hereto, and the consummation of the Transaction have each been duly and validly authorized by all necessary action, and this Agreement and such other agreements constitute valid and legally binding agreements enforceable in accordance with their respective terms except that the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally.

(c)        The execution and delivery of this Agreement and the consummation of the Transactions will not violate, conflict with, result in a breach of, constitute a default under or be prohibited by, or require any additional approval, waiver or consent under Purchaser’s charter or bylaws or other agreement relating to its organization or any instrument or agreement to which it is a party or by which it is bound or any federal or state law, rule or regulation or any judicial or administrative decree, order, ruling or regulation applicable to it, or to the Servicing Rights.

(d)        There is no litigation or action at law or in equity pending, or, to the knowledge of Purchaser, threatened against Purchaser and no proceeding or investigation of any kind is pending or, to its knowledge, threatened, by any federal, state or local governmental or administrative body, which could reasonably be expected to materially affect the Servicing Rights or Purchaser’s ability to consummate the Transaction.

(e)        As of the Sale Date and the Transfer Date: Purchaser is a Fannie Mae and Freddie Mac approved servicer/servicer, as applicable, and is not in default in any material respect in the performance of its obligations to the applicable Investor; Purchaser has adequate resources to complete the Transaction on the conditions stated herein; Purchaser is an approved servicer for the Insurers set forth on the Mortgage Loans Schedule providing Private Mortgage Insurance Policies with respect to the Mortgage Loans. Purchaser is in compliance in all material respects with all applicable laws and regulations including, without limitation, the Guides, and there has been no occurrence or condition with respect to Purchaser or otherwise known to Purchaser that could cause the cancellation of the Servicing Rights with respect to the Mortgage Loans.

(f)        Purchaser (i) shall accept and continue processing any pending loan modification requests related to the Mortgage Loans and (ii) shall honor all trial and permanent loan modification agreements entered into by Seller, and make any related filings required after the Transfer Date in accordance with Applicable Requirements (each of (i) and (ii), the “ Loss Mitigation ”). Notwithstanding the foregoing, Purchaser shall only be required to accept, continue or honor any Loss Mitigation of Seller to the extent that (i) such Loss Mitigation was initiated prior to the Sale Date, unless otherwise required by Applicable Requirements, (ii) the terms and conditions of such Loss Mitigation have been clearly documented and disclosed to

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Purchaser in writing on or prior to the Transfer Date and (iii) such Loss Mitigation is not inconsistent with any Applicable Requirements.

(g)        In preparing for, and in effecting, the transfer of Servicing Rights hereunder on the Transfer Date, Purchaser shall take all commercially reasonable actions as it shall deem necessary, in consultation with Seller, to receive the data and documents necessary in order the effectively and timely perform the Servicing Rights.

(h)        From and after the Transfer Date, Purchaser shall service the Mortgage Loans in accordance with Applicable Requirements including Accepted Servicing Practices.

(i)        Purchaser’s decision to purchase the Servicing Rights is based upon evaluations of the materials made available by Seller and deemed relevant by Purchaser and its agents, and any other independent investigation(s) it may have conducted with respect to the Servicing Rights and the related Mortgage Loans, the Mortgaged Properties or the REO Properties. Purchaser has not relied in entering into this Agreement upon any oral or written information from Seller, or any of its respective employees, Affiliates, agents or representatives, other than the representations and warranties of Seller contained herein. Purchaser has had an opportunity to perform an examination of Seller’s servicing system and the Mortgage Loans and related Mortgage Files.

(j)        Purchaser acknowledges, understands and agrees that the acquisition of the Servicing Rights involves a high degree of risk, including, but not limited to the risk that the Servicing Rights may have limited or no liquidity, that the Servicing Rights are being sold with limited representations and warranties, and that the Servicing Rights are suitable only for persons or entities of substantial financial means who have no need for liquidity and who can hold the Servicing Rights related thereto indefinitely or bear the partial or entire loss of value.

(k)        No broker, investment banker or other person is entitled to any broker’s, finder’s or other similar fee or commission in connection with the Transaction based upon arrangements made by or on behalf of Purchaser that would become an obligation of Seller at or following the Closing.

(l)        Purchaser does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant and obligation contained in this Agreement. As of the Sale Date and the Transfer Date, no event has occurred, including but not limited to a change in insurance coverage, which would make the Purchaser (or Subservicer, as applicable) unable to comply with Applicable Requirements, or which would require notification to an Agency for which notice has not been provided. There exists no law or judgment, award, order, writ, or decree of any court that would prohibit Purchaser from servicing the Mortgage Loans. Purchaser is able to foreclose on the Mortgaged Properties, to abide by the terms of any loss mitigation activities of Seller and to continue or properly complete any loss mitigation activities with respect to any Mortgage Loan commenced by Seller as servicer, but only to the extent that (i) such loss mitigation activities were initiated prior to the Transfer Date, (ii) the terms and conditions of such loss mitigation activities have been clearly documented and disclosed to Purchaser or its servicer in writing on or prior to the Transfer Date and (iii) such loss mitigation activities are not inconsistent with Applicable

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Requirements Purchaser is prepared to receive information on the Mortgage Loans, including Mortgage Loans in any state of loss mitigation activities.

(m)        Purchaser is a sophisticated investor (as that term is used in regulations promulgated under the Securities Act of 1933, as amended).

(n)        Purchaser has made its own decision to purchase the Servicing Rights based on its own independent review and consultations with such investment, legal, tax, accounting and other advisers as it deemed necessary. Except for representations and warranties concerning the Servicing Rights and the Mortgage Loans set forth in this Agreement, Purchaser has made its own decision concerning the Servicing Rights, without reliance on any representation or warranty of, or advice from, Seller.

(o)        Purchaser may engage the Subservicer to subservice the Mortgage Loans for Purchaser after the Transfer Date, subject to termination of such arrangements in accordance with the agreement between Purchaser and Subservicer after the Transfer Date.

ARTICLE IV

SALE DATE AND TRANSFER DATE DELIVERIES

Section 4.01         Documents, Schedules and Exhibits Required on or Prior to the Sale Date and Transfer Date.

(a)        Seller shall deliver or cause to be delivered to Purchaser, or as otherwise designated by Purchaser, at least 30-days prior to the Transfer Date, a test Data File and sample Mortgage Loan Schedule, except as may be otherwise provided in the Transfer Instructions or with such changes as may be necessary to account for the Purchaser’s retention of the Subservicer.

(b)        Seller shall deliver or cause to be delivered to Purchaser, or as otherwise designated by Purchaser, on the Sale Date or such other date as shall be specified in this Agreement the following documents, in such forms as are agreed upon and reasonably acceptable to Purchaser:

(i)        Seller’s Closing Certificate with a copy of the Mortgage Loan Schedule on or prior to the Sale Date.

(ii)        A Bill of Sale in substantially the form set forth in Exhibit E attached hereto on or prior to the Sale Date.

(c)        Seller shall provide the preliminary and final Mortgage Loan Schedules pursuant to Sections 2.02(c)-(d).

(d)        Seller shall provide a final Data File, in a form and with content to be mutually agreed upon between Seller and Purchaser (or, if Purchaser retained Subservicer, among Seller, Purchaser and Subservicer), within two (2) days following the Transfer Date, except as may be otherwise provided in the Transfer Instructions or with such changes as may be necessary to account for the Purchaser’s retention of the Subservicer.

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Section 4.02         Documents and Schedules Required With Respect to the Transfer Date.

The Investors shall have approved the purchase by Purchaser of the Servicing Rights prior to the Transfer Date, provided however that there can be multiple Transfer Dates if certain of the Servicing Agreement Consents are delayed. Seller shall deliver on the dates specified herein, the following documents and files to Purchaser, except as may be otherwise provided in the Transfer Instructions or with such changes as may be necessary to account for the Purchaser’s retention of the Subservicer.

(a)        Seller shall deliver to Purchaser, or as otherwise designated by Purchaser, to be received within two (2) days following the Transfer Date, the final Mortgage Loan Schedule.

(b)        Seller, with full cooperation from Purchaser, shall submit or cause to be submitted to the applicable Investor the forms and information at least sixty (60) days prior to the Transfer Date for such Investor as required by the applicable Guides for final Investor approval of the contemplated transfer of the Servicing Rights. With respect to any Servicing Rights related to Mortgage Loans sold or conveyed to the applicable Investor, Seller shall have designated Purchaser as the transferee servicer on Form 629 for Fannie Mae and the applicable form for other Investors (or any successor or comparable forms as required by the Guides) prepared and submitted in connection with the transfer of the servicing for the related Mortgage Loans pursuant to its Servicing Agreement. At least fifteen (15) days prior to the Transfer Date, Seller shall either (i) deliver Investor consents to the transfers being made hereunder, or (ii) certify to Purchaser either that such consents have not been obtained or that Investors have not responded to Seller’s request therefore. In the event any Investor refuses to approve any transfer, Seller shall promptly inform Purchaser, which will be prior to such Investor’s cut-off date.

(c)        On or prior to the Transfer Date, Seller shall have made all Escrow Payments of taxes and insurance and other escrow items for which Seller is escrowing and has received a bill or invoice prior to such Transfer Date of the related Mortgage Loan, if such Escrow Payments are required to be made prior to or following 30-days after such Transfer Date, except as may be otherwise provided in the Transfer Instructions or with such changes as may be necessary to account for the Purchaser’s retention of the Subservicer. Seller shall reimburse Purchaser upon written request for any penalties or costs incurred due to non-payment of tax, insurance or other escrow items as a result of Seller’s failure to perform as provided in this subsection (c). Seller shall provide Purchaser with details including any necessary documentation of all Recoverable Advances netted by Seller. Recoverable Advances made by Seller on behalf of a Borrower shall be netted out by Seller from the Escrow Payments wired to Purchaser pursuant to Section 5.08(b).

(d)        With respect to each Mortgage Loan that is covered by a force-placed insurance policy, Seller shall maintain such policy until the Transfer Date. Seller shall provide to Purchaser a list of all Mortgage Loans covered by force-placed insurance in connection with the transfer of the Servicing Rights to Purchaser fifteen (15) days prior to the Transfer Date and cancel such force-placed insurance policies as of such Transfer Date, except as may be

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otherwise provided in the Transfer Instructions or with such changes as may be necessary to account for the Purchaser’s retention of the Subservicer.

(e)        Seller shall furnish Purchaser with the following additional information and documents within five (5) Business Days after the Transfer Date, except where otherwise specified, except as may be otherwise provided in the Transfer Instructions or with such changes as may be necessary to account for the Purchaser’s retention of the Subservicer:

(i)        The Mortgage File on each Mortgage Loan processed and shipped in compliance with Exhibit A attached hereto;

(ii)        On the Transfer Date, Seller shall transfer control of the Custodial File to Purchaser’s Custodian; and

(iii)        Trial balances for the applicable Investor for the Transfer Date as reasonably available and to the extent reasonably requested by Purchaser, and reconciliation of the over and/or under collateralization for each Pool and corrections/adjustments for all under collateralized Pools.

(f)        No later than five (5) Business Days after the Sale Date and the Transfer Date, a copy of Seller’s delinquency report showing the due date of the Monthly Payments and the paid-to date as of the Sale Date or Transfer Date.

(g)        No later than five (5) Business Days after the Transfer Date, a copy of loan payment history from origination to the Transfer Date on each Mortgage Loan with histories and the most recent escrow analysis for each Mortgage Loan, if applicable. This may be furnished on a CD or in a text file.

(h)        No later than five (5) Business Days prior to the Transfer Date, Seller shall provide a sample copy of Seller’s letter or computer listing sent to the tax servicer, life-of-loan flood insurance certification provider, hazard insurance provider, and private mortgage insurance provider, requesting assignment to Purchaser.

(i)        No later than five (5) Business Days after the Transfer Date, Seller shall identify by Seller loan number, the Recoverable Advance amount and the detail listing of individual items paid as of the Transfer Date and the amount thereof to be paid by Purchaser pursuant to Section 5.06 of this Agreement.

(j)        Each Mortgage Loan shall be registered with MERS if eligible to be registered in accordance with MERS guidelines. Seller shall notify MERS of the transfer of servicing and the subsequent transfer of registry, including any MERS MOM loans. Seller will pay all costs of MERS registration transfer. Seller is also responsible for ensuring the applicable Investor is listed in MERS as the investor, prior to the transfer of servicing to Purchaser in MERS.

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Section 4.03     Access to Information.

Upon reasonable prior notice to Seller, Seller shall afford reasonable cooperation to Purchaser and its counsel, accountants and other representatives in providing reasonable access during normal business hours on Business Days until the Transfer Date, to the Mortgage Files and all Seller’s files, books and records relating to the Mortgage Loans, any Advances and the Servicing Rights including access to and reasonable cooperation with Seller’s officers and employees; provided, however, that Purchaser shall be required to take all appropriate and necessary action to assure that Purchaser maintains the confidentiality of all Consumer Information and Confidential Information.

“ Consumer Information ” shall include, without limitation, and in any format, Non Public Personal Information and/or Personally Identifiable Financial Information (as those terms are defined in Sections 573.3(n) and (o) of the Office of Thrift Supervision Regulations on Privacy of Consumer Information published at 12 C.F.R. Chapter V implementing Title V of the GLBA), and other information concerning a Consumer that is protected by state or federal statutes or regulations. Purchaser acknowledges that it may be provided with Consumer Information, and Purchaser agrees that it will, and will cause all of its agents, employees and vendors who have access to the Consumer Information, to utilize such information only in accordance with the Gramm-Leach-Bliley Act and other applicable state and federal statutes and regulations. Purchaser agrees that: (a) it shall comply with any applicable laws and regulations regarding the privacy and security of Consumer Information; (b) it shall not disclose Consumer Information to third parties except in accordance with law; (c) it shall maintain adequate physical, technical, and administrative safeguards designed to ensure the security and confidentiality of Consumer Information, protect against threats or hazards to the security or integrity of Consumer Information, and protect against unauthorized access to Consumer information, and (d) it shall immediately notify Seller of any actual or suspected breach of the confidentiality of Consumer Information prior to the Transfer Date.

“ Confidential Information ” means any and all of the following, in any form: software, intellectual property, agreements, notes, memorandum, policies, client lists, client data, Consumer Information, and any other information which relates to a Party’s data processing, research and development, trade secrets or business affairs, and any summaries or compilations of any of the foregoing. For purposes of this Agreement, Confidential Information shall also include the information that a reasonable business person would understand to be not publicly available, which is discussed or exchanged in anticipation of or during discussions between Seller and Purchaser. Confidential Information shall not include information, which the receiving party can demonstrate: 1) is or becomes generally available to the public through no disclosure in breach of this Agreement; 2) is wholly and independently developed by the receiving party without the use of the disclosing party’s Confidential Information; 3) becomes lawfully available to the receiving party from a source not a party to this agreement; 4) was known on a lawful, non-confidential basis by the receiving party prior to disclosure; 5) is disclosed as required to service the Mortgage Loans in compliance with Applicable Requirements and Accepted Servicing Practices; or 6) is required, based upon the reasonable advice of counsel, to be disclosed by any applicable law, regulation or competent judicial, governmental, or other regulatory authority. Purchaser acknowledges it may have access to designated Confidential Information belonging to Seller. Purchaser agrees that it will restrict access to any Confidential

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Information solely to its representatives who require access to such information in connection with the Agreement and shall prohibit its representatives from using Confidential Information for any purpose other than as agreed upon by the parties. Purchaser shall not disseminate or further copy, duplicate or otherwise communicate any Confidential Information to any third party whatsoever without the written consent of a Senior Vice President, or more senior officer, of Seller. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to restrict or prohibit Purchaser, or any of its subsidiaries or Affiliates, or their representatives from disclosing or divulging to any Person (including potential sources of financing, purchasers or investors), any information related to the Mortgage Loans or the Servicing Right consistent with Applicable Requirements.

In the event that the receiving Party or any of its representatives becomes legally compelled or requested by a governing regulatory body to disclose any of the Confidential Information, the receiving Party will provide the disclosing Party with prompt written notice, unless providing such notice would violate applicable law or regulation, so that the disclosing Party may seek a protective order or other appropriate remedy (and if the disclosing Party seeks such an order, the receiving party will provide such cooperation as the disclosing party reasonably requests at disclosing Party’s expense) or waive compliance with the provisions of this Agreement. In the event that such a protective order or other remedy is not obtained, or if the disclosing Party waives compliance with the provisions of this Section 4.03, the receiving Party will furnish only that portion of the Confidential Information which is legally required (in the opinion of its counsel). If the proposed acquisition is not consummated, each Party agrees to promptly return to the other, immediately upon request, all Confidential Information which has been furnished to it, or prepared by it, in connection with the Transactions without retention of copies thereof, other than as required by applicable law or as required by the applicable Party’s bona fide internal record keeping and retention policies, provided that such information remains subject to this Section 4.03. To the extent such information is not in a form that may be returned, the receiving Party shall destroy such Confidential Information and an officer of receiving party shall certify that such information has been destroyed. Notwithstanding anything in this Agreement, it is hereby understood and agreed that any banking examiners, securities law examiners and similar self-regulatory organizations (including, but not limited to, Fannie Mae, Freddie Mac, and/or other government-sponsored or government-owned enterprises), in the ordinary course of their examinations, may require unrestricted access to all books, records, files, and other materials of receiving Party, and that disclosure of the Confidential Information to such examiners solely for purposes of the examination process may occur without prior written notice to or authorization from disclosing Party.

Section 4.04     Further Assurances.

(a)        Prior to the Transfer Date, Seller shall furnish to Purchaser such reports, information or documentation supplementary to the information contained in the documents and schedules delivered pursuant hereto and deliver such reports as may reasonably be requested by Purchaser and as are reasonably normal and customary in the mortgage servicing industry, and Purchaser and Seller shall afford reasonable cooperation each to the other both prior to and following the Transfer Date.

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(b)        If Seller is subject as an actual or prospective plaintiff or defendant to any claim, action, proceeding, investigation, inquiry, audit, examination, judgment, order, remediation plan (each, a “ Seller Legal Claim ”) relating to a Mortgage Loan or the Servicing Rights or related servicing, Purchaser, following the Transfer Date and to the extent such Seller Legal Claim arose during Purchaser’s ownership of the related Servicing Rights, shall use commercially reasonable efforts to cooperate with Seller and make available to Seller, at Seller’s expense, all available witnesses, pertinent records, data, documentation, materials and information in Purchaser’s possession or under Purchaser’s control relating thereto, subject to applicable laws and appropriate confidentiality agreements with Seller.

(c)        Seller and Purchaser will each, at the request of the other, execute and deliver to each other all such other instruments or documentation that either may reasonably request in order to perfect any transfer, assignment or delivery to Purchaser of the Servicing Rights and the consummation of the agreements hereunder.

(d)        Seller shall promptly deliver powers-of-attorney to Purchaser sufficient to allow Purchaser to execute all documentation requiring execution on behalf of Seller with respect to the servicing of the Mortgage Loans, including assignments, mortgages, title policies, satisfactions, partial releases, modifications and foreclosure documentation and as reasonably requested by Purchaser. On or prior to the Transfer Date, Seller shall provide to Purchaser, for its benefit, a reasonable number of powers-of-attorney substantially in the form of Exhibit H attached hereto.

Section 4.05         Transfer Expenses.

Seller shall pay all costs of delivery to Purchaser of all of the Mortgage Files and Custodial Files to the Person designated by Purchaser, in writing, all costs of preparing and recording any missing Assignments of Mortgage, if MERS MOM is not the mortgagee for a Mortgage Loan as contemplated hereby and such Assignments of Mortgage are necessary and required by the applicable Investor, all Investor transfer fees required hereunder, all costs relating to Seller’s computer service transfer, custodial transfer and or/transfer fees of Seller’s custodian, and all costs related to preparing, obtaining and delivering such documents as Seller is required to provide, provided that Purchaser intends to retain the same Custodian. Seller shall also bear all costs associated with obtaining and/or transferring on each Mortgage Loan fully assignable life-of- loan fully transferable tax and flood service contracts to Purchaser’s current tax and flood service contract vendor. Purchaser shall bear all of its costs in connection with performing its Due Diligence, including any costs of Purchaser’s Custodian. Except as otherwise provided in this Agreement, Seller and Purchaser shall each bear their own expenses incurred in connection with the Transaction.

Section 4.06         Quality Control Reviews.

Seller shall perform quality control reviews related to the Mortgage Loans according to Guides. Prior to the Sale Date, Seller shall provide to Purchaser with respect to any Mortgage Loans, which Servicing Rights have been sold to Purchaser, a copy of the findings relating to any Mortgage Loans containing a finding affecting the investment quality or eligibility of the Mortgage Loan to Purchaser.

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Section 4.07         Relationship Officers.

In an effort to minimize Borrower delinquencies following the Transfer Date, the Relationship Officers shall be available during normal business hours, commencing on the Sale Date and for a period of ninety (90) days following the Transfer Date. Seller and Purchaser’s Relationship Officers shall be responsible for (i) overseeing and monitoring the performance and compliance by each of Seller and Purchaser, respectively, with Transfer Instructions and transfer provisions of this Agreement and (ii) working cooperatively with each other to ensure the timely performance and compliance with the Transfer Instructions and the transfer provisions of this Agreement.

ARTICLE V

ADMINISTRATION OF TRANSFER OF SERVICING

Section 5.01         [Reserved].

Section 5.02         Notice Letters of Transfer.

In accordance with the Applicable Requirements, Seller shall send each Borrower a Transfer Notice, in such form as is reasonably acceptable to Seller and Purchaser. If possible, Seller and Purchaser shall cooperate on a joint mailing program for notification to the Borrowers and shall share the cost of such Transfer Notices equally.

Section 5.03         Statements.

Seller shall be responsible for providing the Internal Revenue Service and Mortgagors with all appropriate tax forms and information for transactions affecting the Mortgage Loans during the respective calendar year, for the period prior to the Transfer Date in accordance with Applicable Requirements. Purchaser shall be responsible for providing the Internal Revenue Service and Mortgagors with all appropriate tax forms and information for transactions affecting the Mortgage Loans following the Transfer Date in accordance with Applicable Requirements.

Section 5.04         Tax and Flood Contracts.

Seller shall cooperate with Purchaser to accomplish a tape transfer and assignment of existing tax contracts and existing flood service contracts to Purchaser and promptly following the Transfer Date, Seller shall assign to Purchaser all life-of-loan assignable tax contracts and flood service contracts relating to each Mortgage Loan. Seller shall bear all costs associated with obtaining and/or transferring on each Mortgage Loan fully assignable life-of-loan fully transferable tax and flood service contracts to Purchaser.

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Section 5.05         [Reserved].

Section 5.06         Payment of Recoverable Advances.

With respect to each Mortgage Loan, Purchaser shall wire transfer immediately available funds to Seller, on the date that is no longer than twenty five (25) Business Days following the Transfer Date, an amount equal to the unreimbursed Recoverable Advances for such Mortgage Loan pertaining to Corporate Advances as of the Transfer Date; provided that Seller shall provide all reasonably necessary supporting documentation with respect to such Recoverable Advances (including a loan level description of the type of Recoverable Advances, i.e., attorney fees, property inspection, etc.) necessary for Purchaser to determine that such Recoverable Advances are reimbursable in accordance with Applicable Requirements. Purchaser promptly shall notify Seller in writing of any Advance that it determines is a Non-Recoverable Advance and shall consider in good faith any appeal by Seller of such determination. Purchaser promptly shall remit to Seller any Non-Recoverable Advance that it ultimately collects.

Section 5.07         Payments and Notices Received After The Transfer Date.

Seller and Purchaser acknowledge that, during the sixty (60) day period after the Transfer Date, all funds received in connection with the Mortgage Loans, including, but not limited to, tax, insurance, principal, interest, mortgage guaranty or mortgage insurance payments, insurance loss drafts, tax refunds, and all other types of payments are to be immediately paid over to Purchaser without offset or deduction. Purchaser shall be entitled to the service fees and other servicing related income on all such payments. During such sixty (60) day period, such funds shall be identified by Seller’s loan numbers and shall within one (1) Business Day of receipt be transferred to Purchaser at Seller’s expense by overnight courier, for next Business Day delivery, at the address for notices to Purchaser, or as otherwise set forth in the Transfer Instructions. During such sixty (60) day period, Seller shall endorse to Purchaser all checks forwarded to Purchaser in accordance with the immediately preceding sentence. In addition, Seller shall deliver or cause to be delivered to Purchaser, as promptly as practicable after receipt by Seller, copies of all correspondence received from any Investor or Agency or any Borrower or otherwise relating to any Mortgage Loans. Following such sixty (60) day period, all such funds and correspondence shall be returned to the sender with a letter of explanation, a copy of which letter shall be sent to Purchaser. Notwithstanding the forgoing, payments and notices received after the Transfer Date shall be handled in accordance with the provisions of the Transfer Instructions or with such changes to the requirements of this Section 5.07 as may be necessary to account for the Purchaser’s retention of the Subservicer.

Section 5.08         Wiring of Additional Funds.

Amounts required to be paid by Seller to Purchaser pursuant to this Section 5.08 shall be wired by immediately available funds to Purchaser within three (3) Business Days after the Transfer Date.

(a)        Within three (3) Business Days after the Transfer Date, Seller shall pay to Purchaser, or in case of shortfall, Purchaser will pay to Seller, an amount equal to the outstanding balances identified on the Mortgage Loan records in full payment of all funds held

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in the applicable Escrow Accounts and Custodial Funds net of Seller’s unrecovered and unreimbursed Reimbursable Advances pertaining to taxes, insurance and similar items with respect to the Escrow Accounts and principal and interest on or in respect of the Mortgage Loans, with respect to the Custodial Accounts, and any amounts permitted pursuant to subsection (b) herein.

(b)        Any negative Escrow Funds shall be netted against the amount of any positive Escrow Funds transferred to Purchaser with respect to the Mortgage Loans and a detail of explanation for negative Escrow Funds on each Mortgage Loan.

Section 5.09         Missing Social Security Number; Forms W-8 or W-9.

A tax identification for all Borrowers has been obtained during the origination of the Mortgage Loan as required by law and the applicable Agency or Investor. If requested by Purchaser, Seller will provide a report reasonably satisfactory in form and content to Purchaser of tax identification to substantiate compliance with Internal Revenue Service and other applicable Treasury Department regulations and requirements applicable to reporting of interest and obtaining Social Security numbers. In addition to the foregoing, Seller agrees to reimburse Purchaser for any and all direct and actual penalties incurred because of Internal Revenue Service and/or Treasury Department requirements for any missing tax numbers, W8 or W9 forms incurred as a result of infractions by Seller prior to the Transfer Date.

Section 5.10         Servicing System Provider Cooperation.

Seller will cause its servicing system provider to reasonably cooperate with Purchaser to provide Purchaser with the servicing system data necessary to properly service such Mortgage Loans in accordance with Section 4.02 of this Agreement.

Section 5.11         Transfer of Ownership and Possession.

From and after the Sale Date, the sole and exclusive ownership of the Servicing Rights shall vest in Purchaser. The possession of all Mortgage Files, Custodial Files and other books, records, accounts and funds by Seller following the Sale Date is solely in a fiduciary capacity for and at the will of Purchaser. Seller shall service the Mortgage Loans for Purchaser in accordance with this Agreement.

Section 5.12         Document Custodian.

The expenses and other costs of delivery of documents with respect to any Mortgage Loan from Seller’s Custodian to Purchaser’s Custodian shall be borne by Seller, provided that Purchaser intends to use the Seller’s Custodian. Seller promptly after the Sale Date shall notify the Custodian of Purchaser’s purchase of the Servicing Rights, and Purchaser separately will endeavor to negotiate a reasonably acceptable document custodian agreement with Custodian.

Section 5.13         Use of Name.

Except as otherwise required by applicable law, Purchaser shall not use Seller’s name in connection with Purchaser’s or its designee’s servicing of the Mortgage Loans or ownership of

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the Servicing Rights after the Transfer Date except to identify Seller as the prior servicer and owner of the Servicing Rights and, if applicable, the originator of the related Mortgage Loans, and shall remove all references to the name of Seller in materials and communications used in connection with Purchaser’s or its designee’s servicing of the Mortgage Loans or ownership of the Servicing Rights promptly after the Transfer Date.

ARTICLE VI

REMEDIES

Section 6.01         Seller Indemnification.

Seller shall indemnify, and hold Purchaser and its Related Parties (the “ Purchaser Indemnified Parties ”) harmless from, and will reimburse Purchaser, and it’s Related Parties for all Losses actually incurred by Purchaser or its Related Parties that result from or arise out of:

(a)        A breach of Seller’s covenants, representations, warranties and agreements contained in this Agreement; and

(b)        Any Excluded Obligations or any other unassumed liabilities.

Seller shall not be responsible to Purchaser Indemnified Parties for that portion, if any, of any Loss arising under or relating to this Agreement that results directly from Purchaser’s or its designee’s failure to service any of the Mortgage Loans after the Transfer Date in compliance with all Applicable Requirements, unless such failure is a result of or attributable to a breach by Seller of its obligations under this Agreement. Purchaser shall notify Seller promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims for which Purchaser is seeking indemnification by Seller under this Agreement (each, a “ Purchaser Indemnity Claim ”), provided, however the failure to timely give such notification will not affect the indemnification provided hereunder unless Seller is materially prejudiced by such failure and had no actual knowledge of such Purchaser Indemnity Claim and then only to the extent of such prejudice. Upon receipt of such notice of a Purchaser Indemnity Claim, Seller shall have the right to assume the defense of such Purchaser Indemnity Claim using appropriate counsel of Seller’s choice subject to the approval of Purchaser (such approval not to be unreasonably withheld); provided, however, Seller shall obtain the prior written approval of Purchaser before entering into any settlement of such Purchaser Indemnity Claim that includes any non-monetary relief, admission of liability, remedies or obligations that would be applicable to Purchaser or the Servicing Rights. Any exercise of such rights by Purchaser shall not relieve Seller of its obligations and liabilities under this Section 6.01 or any other provision of this Agreement. With respect to any Purchaser Indemnity Claim subject to indemnification under this Agreement, Purchaser agrees to use commercially reasonable efforts to cooperate and cause its Related Parties to use commercially reasonable efforts to cooperate in good faith with Seller to ensure the proper and adequate defense of such Purchaser Indemnity Claim at Seller’s expense.

Except as specifically provided for in this Agreement, Purchaser may not claim any special, indirect, punitive or consequential damages (collectively, “ Special Damages ”) in respect

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of any breach or wrongful conduct (whether the claim therefor is based on contract, tort or duty imposed by law) in connection with, arising out of, or in any way related to the Transactions contemplated, or relationship established, by this Agreement, or any act, omission or event occurring in connection herewith or therewith, and to the fullest extent permitted by law, Purchaser, hereby waives, releases and agrees not to sue upon any such claim for Special Damages, whether or not accrued or whether or not known or suspected to exist in its favor; provided, however, that the exclusions set forth in this paragraph above do not apply if and to the extent any such amounts are (i) actually incurred by Purchaser Indemnified Parties in payment to a third party or (ii) related to any loss or threatened loss of the applicable Investor or Insurer approval due to a failure by Seller to comply with the terms of this Agreement.

The obligations of Seller under this Section 6.01 shall survive both the Sale Date and the Transfer Date for the life of the Mortgage Loans.

Section 6.02         Purchaser Indemnification.

Purchaser shall indemnify and hold Seller and its Related Parties harmless from, and will reimburse Seller and its Related Parties for, all Losses that result from or arise out of:

(a)        A breach of Purchaser’s covenants, representations, warranties and agreements contained in this Agreement; or

(b)        On and after the Transfer Date a breach of Purchaser’s responsibilities under the Servicing Agreement or other failure to service the Mortgage Loans in accordance with Applicable Requirements, except for any breach caused by the actions of Seller.

Seller shall notify Purchaser promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims for which Seller is seeking indemnification by Purchaser under this Agreement (each, a “ Seller Indemnity Claim ”), provided, however the failure to timely give such notification will not affect the indemnification provided hereunder unless Purchaser is materially prejudiced by such failure and had no actual knowledge of such Seller Indemnity Claim and then only to the extent of such prejudice. Upon receipt of such notice of a Seller Indemnity Claim, Purchaser shall have the right to assume the defense of such Seller Indemnity Claim using appropriate counsel of Purchaser’s choice subject to the approval of Seller which approval shall not be unreasonably withheld; provided, however, Purchaser shall obtain the prior written approval of Seller before entering into any settlement of such Seller Indemnity Claim that includes any non-monetary relief, admission of liability, remedies or obligations that would be applicable to Seller. With respect to any Seller Indemnity Claim subject to indemnification under this Agreement, Seller agrees to cooperate and cause its Related Parties to cooperate in good faith with Purchaser to ensure the proper and adequate defense of such Seller Indemnity Claim. Any exercise of such rights by Seller shall not relieve Purchaser of its obligations and liabilities under this Section 6.02 or any other provision of this Agreement.

Except as specifically provided for in this Agreement, Seller may not claim any Special Damages in respect of any breach or wrongful conduct (whether the claim therefor is based on contract, tort or duty imposed by law) in connection with, arising out of, or in any way related to

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the Transactions contemplated, or relationship established, by this Agreement, or any act, omission or event occurring in connection herewith or therewith, and to the fullest extent permitted by law, Seller, hereby waives, releases and agrees not to sue upon any such claim for Special Damages, whether or not accrued or whether or not known or suspected to exist in its favor; provided, however, that the exclusions set forth in this paragraph above do not apply if and to the extent any such amounts are (i) actually incurred by Seller Indemnified Parties in payment to a third party.

The obligations of Purchaser under this Section 6.02 shall survive both the Sale Date and the Transfer Date for the life of the Mortgage Loans.

Section 6.03         Refunds and Reimbursements.

(a)        Should Seller or Purchaser, as applicable, receive notice of a misapplied payment occurring prior to the Transfer Date and discovered after the Transfer Date, such party shall immediately notify the other. Seller and Purchaser shall cooperate in promptly correcting misapplication errors. Any reconciliation of misapplied payments with respect to a Mortgage Loan shall be made no later than twelve (12) months after the Transfer Date, and such reconciliation shall be accomplished no later than five (5) Business Days following written request and documentation supporting such request.

(b)        If the outstanding principal balance of any of the Mortgage Loans used in computing the amount of the Purchase Price is found, no later than twelve (12) months after the payment made pursuant to Section 2.02, to be incorrectly computed, the Purchase Price shall be promptly and appropriately adjusted, and a correcting payment therefor shall be made by the appropriate party no later than five (5) Business Days after receipt of written notice of the requirement to make such payment and documentation supporting such requirement.

(c)        If, subsequent to the Transfer Date with respect to a Mortgage Loan, Purchaser determines that Seller has been reimbursed for an Advance with respect to such Mortgage Loan pursuant to Section 5.06 and such Advance or a portion thereof is a Non-Recoverable Advance, Seller shall pay to Purchaser, no later than five (5) Business Days after written notice of the requirement to make such payment, the amount of such Advance or portion thereof that is a Non-Recoverable Advance; provided that Seller reserves the right to dispute Purchaser’s determination that a Recoverable Advance is a Non-Recoverable Advance.

(d)        With respect to any Servicing Rights, if the servicing of the related Mortgage Loans is not transferred on the Transfer Date for any reason, including without limitation failure by Seller to obtain the necessary approval from the Investor for such transfer, then Seller shall reimburse Purchaser the related Purchase Price paid by Purchaser for such Servicing Rights within three (3) Business Days following such failed Transfer Date, net of retained servicing fees; provided, however, that in the event that Investor approval is not obtained prior to the Transfer Date but the parties hereto have made diligent, best efforts to obtain such approval, and approval is reasonably certain to be obtained within a commercially reasonable timeframe thereafter, the parties may, on a one time basis, extend the Transfer Date up to thirty (30) calendar days without written amendment of this Agreement and with such extension not affecting the Due Diligence period described in Section 6.05 herein.

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Section 6.04         Repurchases, Make-Whole and Compensatory Fees.

(a)        Without limiting any other remedies available under this Agreement, with respect to each Mortgage Loan for which Purchaser is notified by the applicable Investor that it will or may be required to repurchase, make-whole, or indemnify Investor due to (i) a breach by Seller of a covenant, representation, indemnification, or warranty regarding such Mortgage Loan or (ii) the servicing thereof under the Servicing Agreement or (iii) an Excluded Obligation, Purchaser will notify Seller of the applicable repurchase requirement no later than five (5) Business Days after Purchaser’s receipt of notice thereof from Investor. To the extent that the cause of any such misrepresentations or breaches can be cured, Seller shall have the opportunity to correct or cure any misrepresentations or breaches to the reasonable satisfaction of Purchaser and the Investor within thirty (30) days of receipt of such repurchase demand or such shorter period of time as required by Investor in its sole discretion. Upon Seller’s request Purchaser shall furnish to Seller a copy of the related credit file and other information reasonably requested by Seller, including payment histories and collection records, to enable Seller to respond to the Investor to the extent that such credit file and other information are in the possession of Purchaser and Purchaser will allow Seller to cure, within any cure period allowed by the Investor, the condition or breach resulting in the repurchase, indemnification, or make-whole requirement. In any event, Purchaser will use commercially reasonable efforts to cooperate with a request by Seller, at Seller’s expense, for extension of any cure period allowed by the Investor. If Seller receives notice of repurchase or make-whole payment claim in a timely fashion and determines not to contest the repurchase or make-whole payment claim, Seller shall complete the repurchase within the time frame required under this Agreement and by the Investor. Within thirty (30) days of such repurchase by Seller, Purchaser shall forward to Seller all servicing records, the Mortgage File and the custodial documents, including the Mortgage Note. Purchaser shall not be responsible for the delivery of any custodial documents or Mortgage Files not delivered to Purchaser from Seller pursuant to this Agreement, nor will Purchaser be responsible for the delivery of any documents if Investor requires a make-whole payment. In the event that Seller fails to complete such repurchase within the time period required under this Agreement or as required by Investor, Seller shall indemnify and hold Purchaser harmless from, and will reimburse Purchaser for any and all Losses; provided however, that if Purchaser fails to provide timely notice in accordance with this Section 6.04(a) and Seller is materially prejudiced by such failure to provide timely notice and had no actual knowledge of Investor demand or request, Seller shall be relieved of its obligation to indemnify Purchaser only to the extent of such prejudice.

(b)        Subject to the notice, cure or contest provision of Section 6.04(a), no later than five (5) Business Days prior to such repurchase or make-whole date, Seller shall either remit necessary amounts directly to Investor, or pay to Purchaser, by wire transfer of immediately available funds, the sum of the related repurchase or make-whole price, and shall in either case remit the related Servicing Rights Repurchase Price to Purchaser by wire transfer of immediately available funds no later than five (5) Business Days prior to the repurchase or make-whole date. Purchaser shall not be required to advance its own funds to pay any portion of any repurchase or make-whole price, and shall not be required to make any such repurchase or make-whole if it has provided timely notice of the repurchase or make-whole payment claim to Seller and has not received the applicable repurchase or make-whole price from Seller as provided above. However, where Purchaser has provided timely notice of the repurchase or

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make-whole payment claim, (i) in the event that Seller fails to pay such amounts to the Investor and does not advance such funds to Purchaser in advance of the required repurchase or make whole date, and (ii) due to the lack of a bifurcation agreement Investor requires that such repurchase or make whole price nevertheless be paid by Purchaser, Seller shall by wire transfer of immediately available funds, reimburse Purchaser the repurchase and/or make whole price, as well as the Servicing Rights Repurchase Price. In addition, Seller shall pay to Purchaser all actual and reasonable out-of-pocket costs and expenses borne by Purchaser in connection with any attempted cure of the applicable breach and in connection with the repurchase or make-whole of such Mortgage Loan from the Investor, including, but not limited to, reasonable attorney’s fees. Upon the consummation of any such repurchase as provided above, the applicable repurchased Mortgage Loan shall be delivered to Seller, provided the Investor is not requesting a make-whole. In addition to reimbursements described in this section, in the event that indemnification is ultimately required by the applicable Investor in lieu of a repurchase or make-whole obligation, and such repurchase is caused by either (i), (ii) or (ii) of 6.04(a), Seller shall, in the sole discretion of Purchaser and in accordance with Investor Guides, repurchase the Servicing Rights from Purchaser. Seller shall in either case indemnify Purchaser for indemnifications required of it by the applicable Investor; provided however, that if Purchaser fails to provide timely notice in accordance with Section 6.04(a) and Seller is materially prejudiced by such failure to provide timely notice, and had no actual knowledge of the Investor demand or request, Seller shall be relieved of its obligation to indemnify Purchaser only to the extent of such prejudice.

(c)        Without limiting any other remedies available under this Agreement, including, without limitation, Section 6.05(c) hereof, if a breach of the representations, warranties or covenants in Section 3.01 occurs with respect to the Servicing Rights for any related Mortgage Loan and such breach has a material and adverse effect on the ability of Purchaser to service such Mortgage Loan or the value or ownership of such Servicing Rights (a “ Defective Servicing Right ”), then either Party upon discovery of such breach shall provide written notice thereof to the other party and to the extent that the cause of such Defective Servicing Rights is capable of being correct or cured, Seller shall have thirty (30) days to cure such breach in all material respects. If such breach is not cured within such thirty (30) day period or cannot be cured, then upon five (5) Business Days’ written notice to Seller of such Defective Servicing Right, Seller shall pay to Purchaser the Servicing Rights Repurchase Price for such Defective Servicing Right and, at the election of Seller in its sole and absolute discretion, Purchaser shall transfer the Servicing Rights back to Seller or its designee. In addition, Seller shall pay to Purchaser all actual and reasonable out-of-pocket costs and expenses (including reasonable attorney’s fees and costs borne by Purchaser in connection with any attempted cure of the applicable breach.

(d)        The obligations of Seller under this Section 6.04 shall survive both the Sale Date and Transfer Date for the life of the Mortgage Loans.

Section 6.05         Purchaser Due Diligence and Subsequent Rejection.

(a)        During the period prior to the Transfer Date, Seller shall provide to Purchaser reasonable access, including electronic remote access, for the purpose of conducting

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Due Diligence reviews of the books, files and records relating to the Mortgage Loans and the related Servicing Rights.

(b)        The purchase of the Servicing Rights on the Sale Date is subject to Purchaser’s preliminary Due Diligence consisting of (i) the reasonable determination by Purchaser that the books, records and accounts of Seller with respect to each Mortgage Loan are in order in all material respects, (ii) the verification by Purchaser that the Mortgage Loan Schedule, the Data File and all other information provided by Seller is substantially correct and consistent with the transaction information received from Seller and the requirements of this Agreement, and (iii) the reasonable determination by Purchaser that the Mortgage Loans are in compliance with Applicable Requirements relating to the underwriting and origination thereof and that the related loan documents in the Custodial File and the Mortgage File are not missing or defective in any material respect.

(c)        During the period from the Sale Date through the Transfer Date, Purchaser shall have the right to (i) adjust the Purchase Price attributable to the Servicing Rights for a Mortgage Loan to $0 (which may be satisfied by way of adjustment to the Holdback) in which case, at the election of Seller in its sole and absolute discretion, Purchaser shall transfer the Servicing Rights back to Seller or its designee or (ii) demand repurchase by Seller of any Servicing Rights for a Mortgage Loan, as determined by Purchaser in its discretion, for any Servicing Right that Purchaser concludes is a Defective Servicing Right. Purchaser, as a result of its Due Diligence, may in its reasonable discretion, request repurchase of a Defective Servicing Right by notifying Seller in writing of such request, and Seller shall pay Purchaser the Servicing Rights Repurchase Price for the related Servicing Rights within five (5) Business Days of its receipt of such notice.

(d)        The right of Purchaser to request repurchase pursuant to Section 6.05(c) shall expire and have no further force or effect on and after the 90th calendar date from the Transfer Date. Purchaser understands that Seller shall have no obligation to repurchase any Servicing Rights pursuant to Section 6.05(c) if Purchaser does not provide written notice and reasonable supporting documentation of the related misrepresentation or breach claim to Seller prior to the Transfer Date, and Purchaser shall not be entitled to require repurchase on or after the Transfer Date pursuant to Section 6.05(c).

Section 6.06         Purchaser’s Set-off Rights.

Without limiting any other remedies available under this Agreement, this Agreement is subject to the indemnification and other reimbursement obligations set forth in that certain Asset Purchase Agreement dated as of February 28, 2017 by and among Purchaser, Seller, and the stockholders of Seller, and Purchaser shall be entitled to set-off all amounts Seller owes or may reasonable owe Purchaser hereunder against any future Earn-Out Payments (as defined in such Asset Purchase Agreement), provided that there shall be no set off of amounts in dispute and 60 days prior notice of intention to set off must be provided.

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ARTICLE VII

ADDITIONAL AGREEMENTS

Section 7.01         Publicity.

Except as may be otherwise agreed between Seller and Purchaser, there will be no public announcement with respect to this Agreement and the Transaction without the express written consent of the parties; provided, however, that no party shall be restrained, after consultation with the other party, from making such disclosure if it shall be advised by counsel that it is required by law or by Applicable Requirements, regulatory body or securities exchange to be made.

Section 7.02         Assignment.

This Agreement is not assignable by either Party without the express written consent of the other Party, which consent shall not be unreasonably withheld. This Agreement shall be binding upon and inure to the benefit of and be enforced by the respective successors and permitted assigns of the parties hereto.

Section 7.03         Entire Agreement.

This Agreement supersedes any prior agreement or understanding between the parties concerning the subject matter hereof.

Section 7.04         Amendments, Changes and Modification.

This Agreement may be amended, changed, modified, and altered only by an instrument in writing executed by Purchaser and Seller.

Section 7.05         Severability.

In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate nor render unenforceable any other provision hereof. Such invalid or unenforceable provision shall be amended, if possible, in accordance with Section 7.04 in order to accomplish the purpose of this Agreement. In the event that any provision of this Agreement is found to violate or directly contradict the terms of the Guides, including any future modification thereof that affects the subject matter of this Agreement, the terms of the applicable Guide shall prevail.

Section 7.06         Attorney’s Fees.

If any party shall bring suit against any other party as a result of any alleged breach or failure by such other party to fulfill or perform any covenants or obligations under this Agreement or in any deed, instrument or other document delivered hereunder, or to seek declaratory relief as to the rights or obligations of any party hereto, then in such event the prevailing party in such action shall, in addition to any other relief granted or awarded by the court, be entitled to judgment for reasonable attorneys’ fees incurred by reason of such action

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and all costs of suit and those incurred in the preparation thereof, at both trial and appellate levels.

Section 7.07         Arbitration.

All disputes between Purchaser and Seller, which cannot be otherwise resolved, shall be submitted to binding arbitration in accordance with the rules of the American Arbitration Association. Expenses of the arbitration shall be borne by the non-prevailing party in the arbitration proceeding unless the arbitration panel shall determine otherwise.

The procedure for arbitration shall be in accordance with the current rules of commercial arbitration in existence at the time the dispute arises. A panel of three (3) arbitrators shall determine the decision, and Purchaser and Seller shall each select one arbitrator, and the two (2) selected arbitrators shall choose the third arbitrator. Should either Purchaser or Seller fail to select an arbitrator within ten (10) days after arbitration is sought, or if the two (2) arbitrators shall fail to select a third arbitrator within fifteen (15) days after arbitration is sought, the American Arbitration Association shall select the applicable arbitrator.

The parties agree that discovery is necessary to allow proper preparation for the arbitration proceeding. Therefore, the arbitration panel shall allow reasonable discovery for the parties. The parties select the federal rules of civil procedure to control discovery. The arbitration proceeding will be held in New York, New York. The final decision of the arbitrators may be recorded in any court of record having jurisdiction over either party.

ARTICLE VIII

MISCELLANEOUS PROVISIONS

Section 8.01         Governing Law.

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).

Section 8.02         Notices.

All notices or other communications required hereunder shall be in writing and shall be deemed duly given if delivered in person (with receipt therefor), if sent by reputable overnight delivery or courier service (e.g., Federal Express) providing for receipted delivery, or if sent by certified or registered mail, return receipt requested, postage prepaid, to the following address: (a) in the case of Seller, if by overnight courier, personal delivery or registered mail, Banc of California, National Association, 18500 Von Karman Avenue, Suite 1100, Irvine, CA 92612 Attention: Office of General Counsel, or such other address as may hereafter be furnished to Purchaser in writing by Seller; and (b) in the case of Purchaser, if by overnight courier, personal delivery or registered mail to Caliber Home Loans, Inc., 3701 Regent Boulevard, Irving, Texas 75063, Attn: William Dellal, CFO, with a copy to the Legal Department at the same address

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Attn: Aubrey Meyers, Deputy General Counsel, or such other address as may be furnished to Seller in writing by Purchaser. Receipt of notice or other communication shall be conclusively established by either (i) return of a return receipt indicating that the notice has been delivered, or (ii) return of the letter containing the notice with an indication from the courier or postal service that the addressee has refused to accept delivery of the notice.

Section 8.03         Exhibits.

The exhibits to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement.

Section 8.04         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;

(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)        a 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)        the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular provision;

(f)        the term “include” or “including” shall mean without limitation by reason of enumeration; and

(g)        headings on the Articles and Sections in this Agreement are for reference purposes only and shall not be deemed to have any substantive effect.

Section 8.05         Reproduction of Documents.

This Agreement and all documents relating thereto, including, without limitation, (i) consents, waivers and modifications which may hereafter be executed, (ii) documents received by any party at the Closing, and (iii) 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

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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 8.06     Counterparts.

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one instrument.

Section 8.07     No Third-Party Beneficiaries.

Except as provided in Sections 6.01 and 6.02 relating to Purchaser’s Related Parties and Seller’s Related Parties, respectively, this Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns, and nothing herein expressed or implied shall give or be construed to give to any Person, other than the Parties and such respective successors and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement. For the avoidance of doubt, Seller and Purchaser acknowledge and agree that Borrowers are not third party beneficiaries of this Agreement.

Section 8.08     Broker’s Commissions.

Seller and Purchaser each represent that there are no brokers involved with respect to this Agreement or the Transaction and each party agrees to indemnify, defend and hold harmless the other with respect to any breach of such representation.

[SIGNATURES ON FOLLOWING PAGE]

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

Signature Page to Bulk Servicing Rights Purchase and Sale Agreement (Fannie Mae and Freddie Mac)