FORM OF TRANSACTION NOTICE
Barclays Bank PLC
745 Seventh Avenue, 4th Floor
New York, New York 10019
Attention: Ellen Kiernan
Re: Master Repurchase Agreement, dated as of the Effective Date (as defined therein), by and among Ditech Financial LLC (“Seller”), Barclays Bank PLC, in its capacity as Administrative Agent (as defined therein) (in such capacity, the “Administrative Agent”), Barclays Bank PLC (a “Committed Buyer” and a “Buyer”), Nomura Corporate Funding Americas, LLC (a “Committed Buyer” and a “Buyer”) and other Buyers joined thereto from time to time (the “Buyers”).
Reference is made to the above-referenced Master Repurchase Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Repurchase Agreement”; capitalized terms used but not otherwise defined herein have the meanings given them in the Repurchase Agreement).
In accordance with Section 3.b of the Repurchase Agreement, the Seller hereby requests, and the Administrative Agent for the benefit of Buyers agrees, to enter into a Transaction in connection with our delivery of Purchased Mortgage Loans on ____________________ [insert requested Purchase Date] (the “Purchase Date”), in connection with which we shall sell to you such Purchased Mortgage Loans on the Mortgage Loan Schedule attached hereto. The [aggregate] [unpaid principal balance] of the Purchased Mortgage Loans is $________ and the Purchase Price to be paid by Administrative Agent for the benefit of Buyers for such Purchased Mortgage Loans shall be ______ [insert applicable Purchase Price]. Agent for the benefit of Purchasers shall transfer to Seller an amount equal to $ _______ [insert amount which represents the Purchase Price of the Purchased Mortgage Loans net of any related Commitment Fee or any other fees then due and payable by Seller to Administrative Agent for the benefit of Buyers pursuant to the Agreement]. Seller agrees to repurchase such Purchased Mortgage Loans on the Repurchase Date(s) at the Repurchase Price(s) set forth in the spreadsheet attached hereto as Schedule 1.
The Purchased Mortgage Loans have the characteristics on the electronic file or computer tape or disc delivered by Seller to Administrative Agent for the benefit of Buyers with respect thereto in connection with this Transaction Notice.
Seller hereby certifies, as of such Purchase Date, that: