Exhibit 10.11

 


MASTER REPURCHASE AGREEMENT


 


Dated as of June 15, 2015


 


by and among


 


LCRT
Warehouse I LLC,


 


as Master Seller,


 


and


 


DEUTSCHE BANK AG, CAYMAN
ISLANDS BRANCH,


 


as Buyer


 



    	 



    	 



    

 



TABLE OF CONTENTS


	 	 	 
	 	 	Page
	1.	APPLICABILITY	1
	2.	DEFINITIONS	1
	3.	INITIATION; CONFIRMATION; TERMINATION; FEES; EXTENSION	25
	4.	MARGIN MAINTENANCE	29
	5.	INCOME PAYMENTS AND PRINCIPAL PAYMENTS	31
	6.	SECURITY INTEREST	34
	7.	PAYMENT, TRANSFER AND CUSTODY	35
	8.	SALE, TRANSFER, HYPOTHECATION OR PLEDGE OF PURCHASED LOANS	40
	9.	REPRESENTATIONS	40
	10.	NEGATIVE COVENANTS OF SELLER	45
	11.	AFFIRMATIVE COVENANTS OF SELLER	48
	12.	SINGLE-PURPOSE ENTITY	51
	13.	EVENTS OF DEFAULT; REMEDIES	54
	14.	LIMITATIONS ON RECOURSE AGAINST SERIES SELLERS	62
	15.	RECORDING OF COMMUNICATIONS	62
	16.	NOTICES AND OTHER COMMUNICATIONS	63
	17.	ENTIRE AGREEMENT; SEVERABILITY	63
	18.	ASSIGNABILITY	63
	19.	GOVERNING LAW	65
	20.	NO WAIVERS, ETC.	65
	21.	USE OF EMPLOYEE PLAN ASSETS	65
	22.	INTENT	66
	23.	DISCLOSURE RELATING TO CERTAIN FEDERAL PROTECTIONS	67
	24.	CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL	68
	25.	NO RELIANCE	68
	26.	INDEMNITY	70
	27.	DUE DILIGENCE	71
	28.	SERVICING	72
	29.	TAXES	73
	30.	MISCELLANEOUS 	76




 



    	 



    	 



    
 


ANNEXES, EXHIBITS AND SCHEDULES 



	 	 
	ANNEX I	Names and Addresses
    for Communications between Parties
	 	 
	EXHIBIT I	Form of Confirmation
	 	 
	EXHIBIT II	Authorized Representatives
    of Seller
	 	 
	EXHIBIT III	[Reserved]
	 	 
	EXHIBIT IV	Form of Custodial Delivery
	 	 
	EXHIBIT V	Form of Power of Attorney
	 	 
	EXHIBIT VI	Representations and Warranties
    Regarding Individual Purchased Loans
	 	 
	EXHIBIT VII	Organizational Chart
	 	 
	EXHIBIT VIII	Transaction Procedures
	 	 
	EXHIBIT IX	Form of Servicer Notice and
    Agreement
	 	 
	EXHIBIT X	Prohibited Transferees
	 	 
	EXHIBIT XI	Form of Joinder Agreement
	 	 
	EXHIBIT XII	Permitted Fund Managers



 



    	 



    	 



    
 



 


THIS
MASTER REPURCHASE AGREEMENT (this “Agreement”) is dated as of June 15, 2015, by and among LCRT
Warehouse I LLC, a Delaware limited liability company (“Master Seller”) and DEUTSCHE BANK AG, CAYMAN
ISLANDS BRANCH, a branch of a foreign banking institution (“Buyer”).


 




WHEREAS,
the limited liability company agreement of the Master Seller provides for the establishment of one or more designated series of
limited liability company interests and assets of the Master Seller (each such series that executes and delivers a Joinder Agreement
(as hereinafter defined) pursuant to Section 3(n), a “Series Seller”) which may have separate rights, powers
or duties with respect to specified property, including rights to profits and losses associated with such specified property and
obligations under this Agreement with respect to such specified property, with the assets and obligations of each such Series
Seller accounted for separately from the other assets of the Master Seller and the assets of each other Series Seller; and the
debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to each Series Seller
shall be enforceable solely against the assets of such Series Seller except to the extent expressly provided for hereunder. Upon
its execution of a Joinder Agreement pursuant to Section 3(n), each such Series Seller shall be bound by all provisions herein
with respect to the assets of such Series Seller and its related obligations in respect of any Transactions. As used herein, the
term “Seller” shall mean the Master Seller and/or each Series Seller, individually or collectively, as the
context may require.


 


		1.	APPLICABILITY




 


From
time to time the parties hereto may enter into transactions in which Seller agrees to transfer to Buyer certain Eligible Loans
(as hereinafter defined) against the transfer of funds by Buyer, with a simultaneous agreement by Buyer to transfer to Seller
such Eligible Loans at a date certain or on demand, against the transfer of funds by Seller. Master Seller shall designate a Series
Seller for each such transaction in accordance with Section 3(n) of this Agreement. Each such transaction shall be referred to
herein as a “Transaction” and, unless otherwise agreed in writing, shall be governed by this Agreement, including
any supplemental terms or conditions contained in any exhibits identified herein as applicable hereunder.


 


		2.	DEFINITIONS



 


(a)
As used in this Agreement, the following terms shall have the following meanings:


 


“1934
Act” shall have the meaning specified in Section 23(a).


 


“A-Note”
shall mean a Mortgage Note evidencing a senior position (or pari passu senior position) in a Mortgage Loan. Payments with respect
to an A-Note shall not be junior to any other Mortgage Note.


 


“Accelerated
Repurchase Date” shall have the meaning specified in Section 13(b)(i) of this Agreement. 


 



    	 



    	 



    

 



“Accelerated
Transaction Repurchase Date” shall have the meaning specified in Section 13(c)(i) of this Agreement.


 


“Accepted
Servicing Practices” shall mean with respect to any Purchased Loan, those mortgage servicing practices of prudent mortgage
lending institutions which service mortgage loans of the same type as such Purchased Loan in the jurisdiction where the related
Mortgaged Property is located or as otherwise defined in the applicable Servicing Agreement.


 


“Act
of Insolvency” shall mean with respect to any party, (i) the commencement by such party as debtor of any case or proceeding
under any Bankruptcy Law, or such party seeking the appointment or election of a receiver, conservator, trustee, custodian or
similar official for such party or any substantial part of its property, or the convening of any meeting of creditors for purposes
of commencing any such case or proceeding or seeking such an appointment or election, (ii) the commencement of any such case or
proceeding against such party, seeking such an appointment or election, or the filing against such party of an application for
a protective decree under the provisions of SIPA, which (A) is consented to or not timely contested by such party, (B) results
in the entry of an order for relief, such an appointment or election, the issuance of such a protective decree or the entry of
an order having a similar effect against such party, or (C) is not dismissed within 60 days, (iii) the making by such party of
a general assignment for the benefit of its creditors, or (iv) the admission in writing by such party of such party’s inability
to pay such party’s debts as they become due.


 


“Actual
Original Purchase Percentage” shall mean, with respect to any Transaction, a percentage equal to the lesser of (x) the
Maximum Original Purchase Percentage for such Transaction and (y) a percentage designated by Seller in its sole and absolute discretion,
and set forth in the Confirmation for such Transaction.


 


“Additional
Amounts” shall have the meaning specified in Section 29(b) of this Agreement.


 


“Affiliate”
shall mean, when used with respect to any specified Person, any other Person directly or indirectly Controlling, Controlled by,
or under common Control with, such Person.


 


“Affiliated
Hedge Counterparty” shall mean Deutsche Bank AG or any Affiliate of Buyer, as counterparty to any Hedging Transaction.


 


“Affiliated
Hedging Transaction” shall mean a Hedging Transaction entered into by Seller or Sponsor with an Affiliated Hedge Counterparty.


 


“Agreement”
shall mean this Master Repurchase Agreement, dated as of June 15, 2015 by and among Seller and Deutsche Bank AG, Cayman Islands
Branch, as same may be amended, modified and/or restated from time to time.


 


“Allocable
Percentage” shall mean, with respect to any Principal Payment on any Purchased Loan, a fraction (expressed as a percentage)
the numerator of which is the Repurchase Price with respect to such Purchased Loan as in effect immediately prior to such Principal
Payment (net of any accrued Price Differential and, unless a Facility Event of Default or a Transaction Event of Default related
to such Purchased Loan has occurred and is continuing, excluding any other amounts then owing to Buyer), and the denominator of
which is the outstanding principal balance of such Purchased Loan immediately prior to such Principal Payment.


 



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“Alternative
Rate” shall have the meaning specified in Section 3(f) of this Agreement.


 


“Alternative
Rate Transaction” shall mean, with respect to any Pricing Rate Period, any Transaction with respect to which the Pricing
Rate for such Pricing Rate Period is determined with reference to the Alternative Rate.


 


“Applicable
Servicer Account” shall mean, with respect to each Purchased Loan, the account(s) established by the applicable Servicer
into which the related Mortgagor or other obligor shall be required to remit principal, interest and other payments due with respect
to such Purchased Loan under the related Purchased Loan Documents.


 


“Applicable
Spread” shall mean, with respect to each Transaction, (A) so long as no Event of Default shall have occurred and be
continuing, the spread specified in the Confirmation for such Purchased Loan and (B) after the occurrence and during the continuance
of an Event of Default, the Applicable Spread plus 500 basis points (5.00%).


 


“Appraisal”
shall mean an appraisal of the related underlying Mortgaged Property from an Independent Appraiser, complying with the requirements
of Title XI of the Federal Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended from time to time,
and conducted in accordance with the standards of the American Appraisal Institute.


 


“Appraisal
Event” shall mean, with respect to any Purchased Loan, a material deterioration in credit or market risk which is specific
to and related to such individual Purchased Loan, as determined by Buyer in its sole and absolute discretion applied in good faith,
including, without limitation: 









 


		(i)	the occurrence of a material event of default under the Purchased Loan Documents with respect to
such Purchased Loan;



 


		(ii)	the occurrence of a material breach of a Purchased Loan Representation relating to such Purchased
Loan;



 


		(iii)	a material deterioration in the credit or market risk of such Purchased Loan that materially and
adversely affects the value, collectability or marketability of such Purchased Loan as determined by Buyer in its sole and absolute
discretion including, without limitation, a failure to satisfy certain operating, financial, legal or other performance targets,
as applicable, as determined by Buyer in its sole and absolute discretion; and



 




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		(iv)	a material deterioration in the value of the related Mortgaged Property or any drop in net operating
income or cash flow of the related Mortgaged Property or a material deterioration in the operations, property, assets, business,
financial condition, credit quality or prospects of any obligor or borrower for such Purchased Loan that materially and adversely
affects the value, collectability or marketability of such Purchased Loan as determined by Buyer in its sole and absolute discretion.






 


“Approved
Hedging Transaction” shall mean a Hedging Transaction which has been collaterally assigned to Buyer in accordance with
the terms of the underlying Hedging Transaction pursuant to documentation which provides Buyer with the right following an Event
of Default to exercise termination rights and receive funds directly and which is otherwise in form and substance satisfactory
to Buyer in its reasonable discretion.


 


“Asset
Management Agreement” shall mean that certain Management Agreement, dated as of June 15, 2015, by and among Sponsor
and Manager, or such other asset management or advisory agreement with respect to Sponsor acceptable to Buyer in its reasonable
discretion, in each case, as same shall be amended, modified and/or restated from time to time.


 


“Assignment
of Leases” shall mean, with respect to any Purchased Loan, an assignment of leases thereunder, notice of transfer or
equivalent instrument in recordable form, sufficient under the laws of the jurisdiction wherein the Mortgaged Property is located
to reflect the assignment of leases.


 


“Assignment
of Mortgage” shall mean, with respect to any Purchased Loan, an assignment of the mortgage, notice of transfer or equivalent
instrument in recordable form, sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located
to reflect the assignment and pledge of the Mortgage, subject to the terms, covenants and provisions of this Agreement.


 


“Authorized
Representative of Seller” shall mean the individuals listed on Exhibit II attached hereto, as the same may be
revised by Master Seller by notice to Buyer from time to time.


 


“Available
Income” shall mean, all Income other than (a) the Underlying Purchased Loan Reserves, and (b) Qualified Servicing Expenses.


 


“Bankruptcy
Code” shall mean the United States Bankruptcy Code (11 U.S.C. § 101 et seq.), as amended from time to time or any
successor statute or rule promulgated thereto.


 


“Bankruptcy
Laws” shall mean the Bankruptcy Code or any other bankruptcy, insolvency, reorganization, liquidation, moratorium, dissolution,
delinquency or any similar statute, law, rules, regulations or similar legal requirements of any other applicable jurisdiction,
in each case, as amended from time to time.


 


“Business
Day” shall mean a day other than (i) a Saturday or Sunday, or (ii) a day in which the New York Stock Exchange or banks
in the State of New York are authorized or obligated by law or executive order to be closed. When used with respect to a Pricing
Rate Determination Date, “Business Day” shall mean any day other than a Saturday, a Sunday or a day on which banks
in London, England are closed for interbank or foreign exchange transactions.


 



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“Buyer”
shall mean Deutsche Bank AG, Cayman Islands Branch, or any successor or assignee thereof.


 


“Cash
Flow Deficiency” shall mean, for any Remittance Date, the amount (if any) by which (i) the total of all amounts due
to Buyer, its Affiliates and Custodian under Sections 5(c)(i)-(iv), 5(d)(i)-(v) or 5(e)(i)-(iv), as applicable, as of such Remittance
Date exceed (ii) the aggregate amount of Available Income (including Principal Payments) received by Buyer or Depository in respect
of all of the Purchased Loans during such Collection Period.


 


“Cash
Management Account” shall mean a segregated interest bearing account, entitled “LCRT Warehouse I LLC, as Master
Seller, for the benefit of Deutsche Bank AG, Cayman Islands Branch, as Buyer”, established at the Depository, bearing account
number 4439509381.


 


“Cause”
means, with respect to an Independent Director, (i) acts or omissions by such Independent Director that constitute willful disregard
of or bad faith or gross negligence with respect to, such Independent Director’s duties, (ii) such Independent Director
has been indicted or convicted for any crime or crimes of moral turpitude or dishonesty or for any violation of any Requirement
of Law, (iii) such Independent Director no longer satisfies the requirements set forth in the definition of “Independent
Director”, (iv) the fees charged for the services of such Independent Director are materially in excess of the fees charged
by the other providers of Independent Directors listed in the definition of “Independent Director”, (v) such Independent
Director is unable to perform his or her duties due to death, disability or incapacity or (vi) any other reason for which the
prior written consent of Buyer shall have been obtained.


 


“Change
of Control” shall mean any of the following events shall have occurred without the prior written approval of Buyer:
(i) if Manager is no longer the manager of Sponsor; (ii) any Transfer of more than 49% of the direct or indirect ownership interests
of Manager; (iii) any “person” or “group” (within the meaning of Section 13(d) or 14(d) of the 1934 Act)
shall become, or obtain rights (whether by means of warrants, options or otherwise) to become, the beneficial owner, directly
or indirectly, of 49% or more of the total voting power of all classes of ownership interests of Sponsor, entitled to vote generally
in the election of the directors (or the applicable equivalent) of Sponsor; (iv) Sponsor no longer Controls and beneficially owns
100% of the Equity Interests of Holdings; (v) Holdings no longer Controls and beneficially owns 100% of the Equity Interests of
Member; (vi) Member no longer Controls and beneficially owns 100% of the Equity Interests of Seller; (vii) any merger, reorganization
or consolidation of Sponsor where the successor entity is not the Person that is Sponsor as of the date of this Agreement; or
(viii) any Transfer of all or substantially all of the assets of Sponsor.


 


“Closing
Date” shall mean the date hereof.


 


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


 


“Collateral”
shall have the meaning specified in Section 6 of this Agreement.


 


“Collection
Period” shall mean with respect to the Remittance Date in any month, the period beginning on but excluding the Cut-off
Date in the month preceding the month in which such Remittance Date occurs and continuing to and including the Cut-off Date immediately
preceding such Remittance Date.


 



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“Confirmation”
shall have the meaning specified in Section 3(b) of this Agreement.


 


“Connection
Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that
are franchise Taxes or branch profits Taxes.


 


“Control”
shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies
of a Person, whether through the ownership of voting securities, by contract or otherwise and “Controlling,” “Controlled”
and “under common Control” shall have meanings correlative thereto. For purposes of this definition, debt securities
that are convertible into common stock will be treated as voting securities only when converted.


 


“Controlled
Account Agreement” shall mean that certain Controlled Account Agreement, dated as of the date hereof, among Buyer, Master
Seller (on behalf of itself and each Series Seller) and the Depository, relating to the Cash Management Account, as the same may
be amended, modified and/or restated from time to time.


 


“Credit
Event” shall mean, with respect to any Purchased Loan, the occurrence or existence of any of the following with respect
to such Purchased Loan, as determined by Buyer in its sole and absolute discretion:


 


		(i)	the
                                         occurrence of a Purchased Loan Event of Default with respect to such Purchased Loan;



 


		(ii)	the
                                         occurrence of an Act of Insolvency with respect to any Mortgagor, sponsor, obligor or
                                         guarantor for such Purchased Loan;



 


		(iii)	a
                                         material deterioration in the credit risk of such Purchased Loan, including but not limited
                                         to a material deterioration, as determined by Buyer in its sole and absolute discretion
                                         of (i) the underlying value of the related Mortgaged Property, (ii) the underwritten
                                         or actual net operating income, cash flow, market financing costs, debt service coverage
                                         ratio or exit financing analysis with respect to the underlying related Mortgaged Property at market or actual financing terms, (iii) the operation, assets, financial condition,
                                         payment ability, credit quality or prospects of any Mortgagor, sponsor, obligor or guarantor
                                         for such Purchased Loan;



 


		(iv)	the
                                         existence of any pending or threatened litigation, action, suit, arbitration, investigation
                                         or other legal or arbitrable proceeding affecting any Mortgagor, sponsor, obligor or
                                         guarantor for the Purchased Loan which if adversely determined could reasonably have
                                         a material adverse effect on such Mortgagor, sponsor, obligor or guarantor;



 




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		(v)	the
                                         occurrence of a material breach of any Purchased Loan Representations relating to such
                                         Purchased Loan or warranty;



 


		(vi)	a
                                         failure to satisfy any Credit Event Threshold for such Purchased Loan; or



 


		(vii)	a
                                         Material Adverse Change Event.



 





“Credit
Event Threshold” shall mean, for any Purchased Loan, any Credit Event Threshold set forth in the Confirmation for the
related Transaction.


 


“Custodial
Agreement” shall mean the Custodial Agreement, dated as of June 15, 2015, by and among the Custodian, Master Seller
(on behalf of itself and each Series Seller) and Buyer, as the same may be amended, modified and/or restated from time to time.


 


“Custodial
Delivery” shall mean the form executed by Seller in order to deliver the Purchased Loan Schedule and the Purchased Loan
File with respect to any Purchased Loan to Buyer or its designee (including the Custodian) pursuant to Section 7, a form of which
is attached hereto as Exhibit IV.


 


“Custodian”
shall mean Wells Fargo Bank, National Association, or any successor Custodian appointed by Buyer with the prior written consent
of Seller (which consent shall not be unreasonably withheld or delayed).


 


“Cut-off
Date” shall mean the second Business Day preceding each Remittance Date.


 


“Default”
shall mean a Facility Default or a Transaction Default.


 


“Depository”
shall mean Wells Fargo Bank, National Association, or any successor Depository appointed by Buyer with the prior written consent
of Seller (which consent shall not be unreasonably withheld or delayed).


 


“Diligence
Materials” shall mean, collectively, (i) the Preliminary Due Diligence Package furnished by Seller to Buyer, and (ii)
any other diligence materials delivered by Seller to Buyer in connection with Buyer’s review of any New Collateral, whether
pursuant to a Supplemental Due Diligence List or otherwise.


 


“Early
Repurchase” shall have the meaning specified in Section 3(d) of this Agreement.


 


“Early
Repurchase Date” shall have the meaning specified in Section 3(d) of this Agreement.


 


“Eligibility
Requirements” shall mean, with respect to any Person, that such Person has at least $200,000,000 in capital/statutory
surplus or shareholders’ equity (except with respect to a pension advisory firm or similar fiduciary) and at least $600,000,000
in total assets (in name or under management), and is regularly engaged in the business of making or owning commercial real estate
loans (or interests therein), mezzanine loans (or interests therein) or commercial loans (or interests therein) similar to the
applicable Purchased Loan. 


 



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“Eligible
Loan” shall mean a whole mortgage loan or Senior Interest in a whole mortgage loan secured by a first mortgage lien
or liens on one or more commercial or multifamily properties (including, without limitation, a leasehold interest therein), as
to which each of the Purchased Loan Representations are true and correct, and which mortgage loan or Senior Interest is approved
by Buyer, in its sole and absolute discretion, based upon all facts and circumstances considered relevant by Buyer.


 


“Environmental
Law” shall mean any present or future federal, state or local law, statute, regulation or ordinance, any judicial or
administrative order or judgment thereunder, pertaining to health, industrial hygiene, hazardous substances or the environment,
including, but not limited to, each of the following, as enacted as of the date hereof or as hereafter amended: the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. §§ 9601 et seq.; the Resource Conservation
and Recovery Act of 1976, 42 U.S.C. §§ 6901 et seq.; the Toxic Substance Control Act, 15 U.S.C. §§ 2601
et seq.; the Water Pollution Control Act (also known as the Clean Water Act, 22 U.S.C. §§ 1251 et seq.), the Clean
Air Act, 42 U.S.C. §§ 7401 et seq. and the Hazardous Materials Transportation Act, 49 U.S.C. §§ 1801
et seq.


 


“ERISA”
shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated
thereunder. Section references to ERISA are to ERISA, as in effect at the date of this Agreement and, as of the relevant date,
any subsequent provisions of ERISA, amendatory thereof, supplemental thereto or substituted therefor.


 


“ERISA
Affiliate” shall mean any corporation or trade or business that is a member of any group of organizations (i) described
in Section 414(b) or (c) of the Code of which Seller is a member and (ii) solely for purposes of potential liability under Section
302(c)(11) of ERISA and Section 412(c)(11) of the Code and the lien created under Section 302(f) of ERISA and Section 412(n) of
the Code, described in Section 414(m) or (o) of the Code of which Seller is a member.


 


“Event
of Default” shall mean a Facility Event of Default or a Transaction Event of Default.


 


“Excluded
Taxes” shall have the meaning specified in Section 29(b) of this Agreement.


 


“Facility
Default” shall mean any event which, with the giving of notice, the passage of time, or both, would constitute a Facility
Event of Default.


 


“Facility
Event of Default” shall have the meaning specified in Section 13(a)(I).


 


“FATCA”
means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively
comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof.


 


“FDIA”
shall have the meaning specified in Section 22(c).


 


“FDICIA”
shall have the meaning specified in Section 22(d).


 



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“Filings”
shall have the meaning specified in Section 6 of this Agreement.


 


“GAAP”
shall mean United States generally accepted accounting principles consistently applied as in effect from time to time.


 


“Governmental
Authority” shall mean any national or federal government, any state, regional, local or other political subdivision
thereof with jurisdiction and any Person with jurisdiction exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government.


 


“Guaranty”
shall mean the Guaranty, dated as of the date hereof, from the Sponsor to Buyer, as the same may be amended, modified and/or restated
from time to time.


 


“Hazardous
Materials” shall mean oil, flammable explosives, asbestos, urea formaldehyde insulation, radioactive materials, hazardous
wastes, toxic or contaminated substances or similar materials, including any substances which are “hazardous substances,”
“hazardous wastes,” “hazardous materials,” “toxic substances,” “wastes,” “regulated
substances,” “industrial solid wastes,” or “pollutants” under Environmental Laws.


 


“Hedge
Counterparty” shall mean an Affiliated Hedge Counterparty or any other counterparty to a Hedging Transaction approved
by Buyer in its reasonable discretion.


 


“Hedging
Transaction” shall mean, with respect to any Purchased Loan, any short sale of U.S. Treasury Securities or mortgage-related
securities, futures contract (including Eurodollar futures) or options contract or any interest rate swap, cap or collar agreement
or similar arrangements providing for protection against fluctuations in interest rates or the exchange of nominal interest obligations,
or which otherwise hedges the value of a Purchased Loan, either generally or under specific contingencies, entered into by Master
Seller or Sponsor (or an Affiliate of Sponsor) with a Hedge Counterparty and which has been collaterally assigned to Buyer in
accordance with the terms hereof.


 


“Holdings”
shall mean LCRT Holdings LLC, a Delaware limited liability company.


 


“Income”
shall mean, with respect to any Purchased Loan at any time, the sum of (x) payments of principal, interest, dividends or other
distributions or collections (including, without limitation, all funds received for deposit in any Underlying Purchased Loan Reserves),
(y) all net sale proceeds received by Seller or any Affiliate of Seller in connection with a sale of such Purchased Loan, other
than any origination fees that were earned and paid prior to the related Purchase Date and (z) payments or other distributions
received pursuant to any related Hedging Transaction for such Purchased Loan.


 


“Indemnified
Amounts” shall have the meaning specified in Section 26.


 


“Indemnified
Parties” shall have the meaning specified in Section 26.


 


“Independent
Appraiser” shall mean an independent professional real estate appraiser who is a member in good standing of the American
Appraisal Institute, and, if the state in which the subject Mortgaged Property is located certifies or licenses appraisers, is
certified or licensed in such state, and in each such case, who has a minimum of five years experience in the subject property
type.


 



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“Independent
Director” shall mean an individual who has prior experience as an independent director, independent manager or independent
member with at least three (3) years of employment experience and who is provided by CT Corporation, Corporation Service Company,
National Registered Agents, Inc., Wilmington Trust Company, Stewart Management Company, Lord Securities Corporation or, if none
of those companies is then providing professional Independent Directors, another nationally-recognized company reasonably approved
by Buyer, in each case that is not an Affiliate of Seller and that provides professional Independent Directors and other corporate
services in the ordinary course of its business, and which individual is duly appointed as an Independent Director and is not,
and has never been, and will not while serving as Independent Director be, any of the following:


 


(A)
a member, partner, equityholder, manager, director, officer or employee of Seller
or any of its equityholders or Affiliates (other than as an Independent Director of Seller or an Affiliate of Seller that is not
in the direct chain of ownership of Seller and that is required by a creditor to be a single purpose bankruptcy remote entity,
provided that such Independent Director is employed by a company that routinely provides professional Independent Director
or managers in the ordinary course of its business);


 


(B)
a creditor, supplier or service provider (including provider of professional services)
to Seller or any of its equityholders or Affiliates (other than a nationally-recognized company that routinely provides professional
Independent Directors and other corporate services to Seller or any of its Affiliates in the ordinary course of its business);


 


(C)
a family member of any such member, partner, equityholder, manager, director,
officer, employee, creditor, supplier or service provider of Seller or its Affiliates; or


 


(D)
a Person that controls (whether directly, indirectly or otherwise) any of the
entities described in (A), (B) or (C) above.


 


A
natural person who otherwise satisfies the foregoing definition and satisfies subparagraph (A) by reason of being the Independent
Director of a “special purpose entity” affiliated with Seller shall be qualified to serve as an Independent Director
of Seller, provided that the fees that such individual earns from serving as an
Independent Director of affiliates of Seller in any given year constitute in the aggregate less than five percent (5%)
of such individual’s annual income for that year. For purposes of this paragraph, a “special purpose entity”
is an entity, whose organizational documents contain restrictions on its activities and impose requirements intended to preserve
such entity’s separateness that are substantially similar to those contained in Section 12 of this Agreement.


 


“Joinder
Agreement” shall have the meaning specified in Section 3(n).


 


“Last
Endorsee” shall have the meaning specified in Section 7(b)(i).


 



    	10



    	 



    

 


“Letter
Agreement” shall mean that certain letter agreement, dated as of the date hereof, among Buyer, Master Seller and Sponsor,
as the same may be amended, modified and/or restated from time to time.


 


“LIBO
Rate” shall mean, with respect to any Pricing Rate Period pertaining to a Transaction, a rate per annum determined for
such Pricing Rate Period in accordance with the following formula (rounded upward to the nearest 1/1000th of 1%):


 


	LIBOR
	 
	1
    – Reserve Requirement



 


“LIBOR”
shall mean, with respect to each Pricing Rate Period, the rate (expressed as a percentage per annum and rounded upward, if necessary,
to the next nearest 1/1000 of 1%) for deposits in U.S. dollars, for a one-month period, that appears on Reuters Screen LIBOR01
(or the successor thereto) as of 11:00 a.m., London time, on the related Pricing Rate Determination Date. If such rate does not
appear on Reuters Screen LIBOR01 as of 11:00 a.m., London time, on such Pricing Rate Determination Date, Buyer shall request the
principal London office of any four major reference banks in the London interbank market selected by Buyer to provide such bank’s
offered quotation (expressed as a percentage per annum) to prime banks in the London interbank market for deposits in U.S. dollars
for a one-month period as of 11:00 a.m., London time, on such Pricing Rate Determination Date for amounts of not less than the
Repurchase Price of the Transaction. If at least two such offered quotations are so provided, LIBOR shall be the arithmetic mean
of such quotations. If fewer than two such quotations are so provided, Buyer shall request any three major banks in New York City
selected by Buyer to provide such bank’s rate (expressed as a percentage per annum) for loans in U.S. dollars to leading
European banks for a one-month period as of approximately 11:00 a.m., New York City time on the applicable Pricing Rate Determination
Date for amounts of not less than the Repurchase Price of the Transaction. If at least two such rates are so provided, LIBOR shall
be the arithmetic mean of such rates. LIBOR shall be determined by Buyer or its agent, which determination shall be conclusive
absent manifest error.


 


“Manager”
shall mean LoanCore Advisors, LLC, a Delaware limited liability company.


 


“Mandatory
Early Repurchase” shall have the meaning specified in Section 3(l).


 


“Mandatory
Early Repurchase Date” shall have the meaning specified in Section 3(l).


 


“Mandatory
Early Repurchase Event” shall mean, with respect to any Purchased Loan, the occurrence of any of the following: 







 


		(i)	a
                                         payment default on such Purchased Loan which remains uncured for ten (10) Business Days
                                         or longer;



 



    	11



    	 



    

 


		(ii)	a
                                         voluntary or involuntary bankruptcy petition is filed with respect to the related Mortgagor
                                         or guarantor of such Purchased Loan;



 


		(iii)	any
                                         material Purchased Loan Event of Default with respect to such Purchased Loan (including
                                         any other payment default other than a payment default described in clause (i) on such
                                         Purchased Loan);



 


		(iv)	all
                                         or any material portion of the Mortgaged Property securing such Purchased Loan shall
                                         be (A) materially damaged or destroyed by fire or other casualty or (B) taken by any
                                         Governmental Authority having jurisdiction over such Mortgaged Property as the result,
                                         in lieu or in anticipation, of the exercise of the right of condemnation or eminent domain;
                                         or



 


		(v)	any
                                         other event or condition specifically designated as a Mandatory Early Repurchase Event
                                         in the applicable Confirmation for such Purchased Loan.



  


“Margin
Deadline” shall mean 2:00 p.m. (New York City time).


 


“Margin
Deficit” shall have the meaning specified in Section 4(a) hereof.


 


“Margin
Excess” shall have the meaning specified in Section 4(a) hereof.


 


“Margin
Notice” shall have the meaning specified in Section 4(b) hereof.


 


“Market
Value” shall mean, with respect to any Eligible Loan or Purchased Loan, as of any relevant date, the lesser of (x) the
price at which such Eligible Loan or Purchased Loan may be sold, assigned or participated to a third party (without regard to
any unpaid interest which has accrued but is not yet due and payable), determined by Buyer in its sole and absolute discretion,
and (y) the Principal Balance thereof. Notwithstanding the foregoing, Buyer shall not reduce the Market Value for any Purchased
Loan unless a Credit Event has occurred and is continuing with respect to such Purchased Loan.


 


“Market
Value Percentage” shall mean, with respect to any Eligible Loan or Purchased Loan, as of any date, the fraction, expressed
as a percentage and rounded to the next highest hundredth of a percent, the numerator of which is the then current Market Value
of such Eligible Loan or Purchased Loan, and the denominator of which is the then current Principal Balance of such Eligible Loan
or Purchased Loan. 


 


“Master
Seller” shall mean LCRT Warehouse I LLC, a Delaware limited liability company.


 


“Master
Seller LLC Agreement” shall mean the limited liability company agreement of Master Seller, as same may be amended, modified
and/or restated with Buyer’s prior written consent, and together with each completed Schedule F thereto hereafter executed
with respect to each Series Seller.


 



    	12



    	 



    

 


“Material
Adverse Change Event” shall mean, with respect to any Purchased Loan, an act of God, outbreak of hostility or war, or
material adverse change or material disruption in the current financial, banking or capital market conditions, any of which could
reasonably be expected to cause such Purchased Loan to become delinquent, or to adversely affect the value of the related Mortgaged
Property or the cost of financing the related Mortgaged Property, in each case, as determined by the Buyer in its sole and absolute
discretion.


 


“Material
Adverse Effect” shall mean a material adverse effect on or material adverse change in or to (a) the property, assets,
business, operations, financial condition or credit quality of Seller or Sponsor, (b) the ability of Seller or Sponsor to pay
or perform its obligations under any of the Transaction Documents to which it is a party, (c) the validity or enforceability of
any of the Transaction Documents, (d) the rights and remedies of Buyer under any of the Transaction Documents, or (e) the value
of one or more Purchased Loans.


 


“Maximum
Original Purchase Percentage” shall have the meaning specified in the Letter Agreement.


 


“Member”
shall mean, LCRT Warehouse I Member LLC, a Delaware limited liability company, which is the sole member of Master Seller.


 


“Member
Guaranty” shall mean the Member Guaranty, dated as of the date hereof, from Member to Buyer, as the same may be amended,
modified and/or restated from time to time.


 


“Mezzanine
Loan” shall mean a loan made by Seller or its Affiliate secured by the direct or indirect ownership interest in a Mortgagor
in connection with the origination of a Purchased Loan.


 


“Moody’s”
shall mean Moody’s Investor Service, Inc.


 


“Mortgage”
shall mean a mortgage, deed of trust, deed to secure debt or other instrument, creating a valid and enforceable first lien on
or a first priority ownership interest in an estate in fee simple or ground lease interest in real property and the improvements
thereon, securing a mortgage note or similar evidence of indebtedness.


 


“Mortgage
Loan” shall mean a loan made by Seller or its Affiliate to a Mortgagor and secured by a Mortgage.


 


“Mortgage
Note” shall mean a note or other evidence of indebtedness of a Mortgagor secured by a Mortgage.


 


“Mortgaged
Property” shall mean with respect to any Eligible Loan or Purchased Loan, the real property encumbered by the Mortgage
securing such Eligible Loan or Purchased Loan.


 


“Mortgagee”
shall mean the record holder of a Mortgage Note secured by a Mortgage.


 


“Mortgagor”
shall mean the obligor on a Mortgage Note and the mortgagor/grantor under the related Mortgage.


 



    	13



    	 



    

 


“Multiemployer
Plan” shall mean a multiemployer plan defined as such in Section 3(37) of ERISA to which contributions have been, or
were required to have been, made by Seller or any ERISA Affiliate and which is covered by Title IV of ERISA.


 




“Net
Market Value Decrease” shall mean, with respect to any Purchased Loan, as of any date of determination, an amount equal
to the greater of (i) zero and (ii) the product of (1) the then current Principal Balance of such Purchased Loan and (2) (x) the
Purchase Date Market Value Percentage of such Purchased Loan, less (y) the then current Market Value Percentage of such
Purchased Loan.


 


“New
Collateral” shall mean an Eligible Loan that Seller proposes to be included as Collateral.


 


“OFAC”
shall have the meaning specified in the definition of Prohibited Person.


 


“OFAC
Laws” shall have the meaning specified in the definition of Prohibited Person.


 


“Other
Connection Taxes” means, with respect to Buyer, Taxes imposed as a result of a present or former connection between
Buyer and the jurisdiction imposing such Tax (other than connections arising from Buyer having executed, delivered, become a party
to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any
other transaction pursuant to or enforced any Transaction Document, or sold or assigned an interest in any Transaction Document).


 


“Other
Financing Agreement” means any credit facility, repurchase agreement or loan agreement entered into for the purpose
of financing the purchase or origination of commercial real estate loans by Sponsor and/or its Affiliates.


 


“Participant
Register” shall have the meaning specified in Section 18(d).


 


“Participation
Interest” shall mean a participation interest in a Mortgage Loan.


 


“Payee”
shall have the meaning specified in Section 29(c) of this Agreement.


 


“Payor”
shall have the meaning specified in Section 29(c) of this Agreement.


 


“Permitted
Fund Manager” shall mean any Person that on the date of determination is (i) one of the entities listed on Exhibit
XII annexed hereto and made a part hereof, (ii) investing through a fund with committed capital of at least $250,000,000 and
(iii) not subject to a proceeding relating to the bankruptcy, insolvency, reorganization or relief of debtors.


 


“Person”
shall mean an individual, corporation, limited liability company, business trust, partnership, joint tenant or tenant-in-common,
trust, unincorporated organization, or other entity, or a federal, state or local government or any agency or political subdivision
thereof.


 


“Plan”
shall mean an employee benefit or other plan established or maintained by Seller or any ERISA Affiliate during the five year period
ended prior to the date of this Agreement or to which Seller or any ERISA Affiliate makes, is obligated to make or has, within
the five year period ended prior to the date of this Agreement, been required to make contributions and that is covered by Title
IV of ERISA or Section 302 of ERISA or Section 412 of the Code, other than a Multiemployer Plan.


 



    	14



    	 



    

 


“Plan
Assets” shall have the meaning specified in Section 21(a).


 


“Plan
Party” shall have the meaning specified in Section 21(a).


 


“Portfolio
Interest Certificate” shall have the meaning specified in Section 29(c).


 


“Preliminary
Due Diligence Package” shall mean with respect to any New Collateral, Seller’s summary memorandum outlining the
proposed transaction, including, to the best knowledge of Seller, potential transaction benefits and all material underwriting
risks, all Underwriting Issues and all other characteristics of the proposed transaction that a reasonable buyer would consider
material, together with the following due diligence information relating to the New Collateral to be provided by Seller to Buyer
pursuant to this Agreement (to the extent applicable):


 


With
respect to each Eligible Loan:


 


		(i)	all
                                         material documents that relate to such Eligible Loan;



 


		(ii)	current
                                         rent roll for the Mortgaged Property, if applicable, together with the following information:
                                         (A) recent leasing activity including related tenant improvement and leasing commission
                                         obligations, (B) a delinquency report, (C) outstanding rent abatements and concessions
                                         and (D) a description of all percentage rent, additional rent and escalations payable
                                         by tenants for taxes, operating expenses, electricity and other expenses, as applicable;



 


		(iii)	most
                                         recent audited financial statements, three (3) years of operating statements, current
                                         trailing twelve (12) month operating statement and cash flow pro-forma for the Mortgaged
                                         Property, if available;



 


		(iv)	description
                                         of the Mortgaged Property and the ownership structure of the borrower and the sponsor
                                         (including, without limitation, the board of directors, if applicable);



  


		(v)	Seller’s
                                         indicative debt service coverage ratios;



 


		(vi)	Seller’s indicative debt yield ratios;



 


		(vii)	Seller’s
                                         indicative loan-to-value ratio;



 


		(viii)	term
                                         sheet outlining the transaction generally;






 


		(ix)	final
                                         sources and uses schedule for the proceeds of the proposed Eligible Loan;



 



    	15



    	 



    

 


		(x)	an
                                         organizational chart of the Mortgagor showing all direct and indirect ownership interests
                                         in Mortgagor (and disclosing any direct or indirect ownership interests of Seller or
                                         its Affiliates in the Mortgagor, if any);



 


		(xi)	an
                                         Appraisal of the Mortgaged Property, dated within three (3) months of the proposed Purchase
                                         Date;



 


		(xii)	Seller’s
                                         credit memorandum, in a form reasonably acceptable to Buyer;



 


		(xiii)	Seller’s
                                         underwriting model (in Excel);



 


		(xiv)	any
                                         exceptions to the Purchased Loan Representations for such Eligible Loan, which may be
                                         contained in an internal memorandum or offering document prepared by a third party; and



 





		(xv)	any
                                         other information requested by Buyer.






 


“Price
Differential” shall mean, with respect to any Transaction as of any date, the aggregate amount obtained by daily application
of the Pricing Rate to the Repurchase Price for such Transaction (as adjusted from time to time by reductions in the Repurchase
Price pursuant to Sections 3(k), 4(b), 5(c)(iii), 5(d)(iii), 5(d)(v), and 5(e)(iii) and increases in the Repurchase Price pursuant
to Section 4(c)) on a 360-day-per-year basis for the actual number of days during the period commencing on (and including) the
Purchase Date for such Transaction and ending on (but excluding) the date of determination (reduced by any amount of such Price
Differential previously paid by Seller to Buyer with respect to such Transaction).


 


“Pricing
Rate” shall mean for each Pricing Rate Period, an annual rate equal to the LIBO Rate for such Pricing Rate Period plus
the relevant Applicable Spread for such Transaction and shall be subject to adjustment and/or conversion as provided in Sections
3(f), 3(g) and 3(h) of this Agreement.


 


“Pricing
Rate Determination Date” shall mean with respect to any Pricing Rate Period with respect to any Transaction, the second
(2nd) Business Day preceding the first day of such Pricing Rate Period.


 


“Pricing
Rate Period” shall mean, (a) in the case of the first Pricing Rate Period with respect to any Transaction, the period
commencing on and including the Purchase Date for such Transaction and ending on and excluding the following Remittance Date,
and (b) in the case of any subsequent Pricing Rate Period in respect of any Transaction, (x) the period commencing on and including
such Remittance Date and ending on and excluding the following Remittance Date; provided, however, that in no event
shall any Pricing Rate Period for any Transaction end subsequent to the Repurchase Date for such Transaction.


 


“Prime
Rate” shall mean the prime rate of U.S. commercial banks as published in The Wall Street Journal (or, if more than one
such rate is published, the average of such rates).


 



    	16



    	 



    

 


“Principal
Balance” shall mean, at any date of determination, the lesser of (i) the then current outstanding principal balance
of an Eligible Loan or a Purchased Loan and (ii) if Seller intends to acquire or acquires an Eligible Loan or Purchased Loan at
a discount, the purchase price paid or to be paid by Seller for such Eligible Loan or Purchased Loan less all Principal Payments
received thereon.


 


“Principal
Payment” shall mean, with respect to any Purchased Loan, any payment or prepayment of principal received by Seller or
Depository in respect thereof and the proceeds of any sale of such Purchased Loan or any interest therein received by Seller or
Depository.


 


“Prohibited
Person” shall mean (1) any person or entity who is on the Specially Designated Nationals list (the “SDN List”)
maintained by the U.S. Department of Treasury, Office of Foreign Assets Control (“OFAC”), (2) any person or
entity owned, controlled or acting on behalf of a person on the SDN List and (3) any person or entity otherwise the target of
the economic sanctions laws, regulations, and Executive Orders administered by OFAC (collectively, the “OFAC Laws”)
such that the entry into this Agreement or the performance of the obligation contemplated hereby would be prohibited if conducted
by a U.S. person as that term is defined in the OFAC Laws.


 


“Prohibited
Transferees” shall have the meaning specified in Section 18(b).


 


“Purchase
Date” shall mean the date on which a Purchased Loan is transferred by Seller to Buyer.


 


“Purchase
Date Market Value” shall mean, with respect to any Purchased Loan, the Market Value of such Purchased Loan as of the
related Purchase Date, and which Purchase Date Market Value shall be set forth in the Confirmation for the related Transaction.


 


“Purchase
Date Market Value Percentage” shall mean, with respect to any Purchased Loan, the fraction, expressed as a percentage
and rounded to the next highest hundredth of a percent, the numerator of which is the Purchase Date Market Value of such Purchased
Loan, and the denominator of which is the Principal Balance as of the related Purchase Date, and which Purchase Date Market Value
Percentage shall be set forth in the Confirmation for the related Transaction.


 


“Purchase
Price” shall mean, with respect to any Purchased Loan, the price at which such Purchased Loan is transferred by Seller
to Buyer on the applicable Purchase Date. The Purchase Price as of any Purchase Date for any Purchased Loan shall be an amount
(expressed in dollars) equal to the product obtained by multiplying (i) the Purchase Date Market Value of such Purchased Loan,
by (ii) the Actual Original Purchase Percentage for such Purchased Loan.


 


“Purchased
Loan Documents” shall mean, with respect to a Purchased Loan, the documents comprising the Purchased Loan File for such
Purchased Loan.


 


“Purchased
Loan Event of Default” shall mean for any Purchased Loan, an “Event of Default” as defined in the Purchased
Loan Documents for such Purchased Loan (or such other term as is used in such documents to describe events the occurrence of which
gives the lender the right to accelerate (or causes the automatic acceleration of) such Purchased Loan); provided, however, that
no default under the Purchased Loan Documents for any Purchased Loan shall become a Purchased Loan Event of Default hereunder
unless such default is not cured within any applicable grace and cure periods (if any) under the applicable Purchased Loan Documents.


 



    	17



    	 



    

 


“Purchased
Loan File” shall mean the documents specified as the “Purchased Loan File” in Section 7(b), together with
any additional documents and information required to be delivered to Buyer or its designee (including the Custodian) pursuant
to this Agreement.


 


“Purchased
Loan Representations” shall mean with respect to any Purchased Loan or prospective Purchased Loan, the representations
and warranties set forth on Exhibit VI attached hereto or, if different, the representations and warranties applicable
to such Purchased Loan as set forth on Schedule 2 to the Confirmation for such Purchased Loan, in each case, as modified by any
exceptions to such representations and warranties disclosed in writing by Seller which are approved by Buyer in its sole and absolute
discretion and set forth on Schedule 3 to the related Confirmation. It is acknowledged and agreed that Buyer, in its sole and
absolute discretion, may from time to time, upon delivery of at least three (3) Business Days prior written notice to Seller,
amend the representations and warranties set forth on Exhibit VI attached hereto applicable to any Purchased Loan prior
to the related Purchase Date therefor, in order to substantially conform such representations and warranties to the representations
and warranties which Buyer reasonably anticipates will be required to be made by Buyer (or its Affiliates) in connection with
the Buyer Securitization (as defined in the Letter Agreement) that is next scheduled to close. Any such amendment of the representations
and warranties set forth on Exhibit VI shall not be effective with respect to any Purchased Loan for which the Purchase
Date has occurred hereunder prior to the effective date of such amendment. Buyer may elect, in its sole and absolute discretion,
to require any such amendment of the representations and warranties set forth on Exhibit VI to apply to all Purchased Loans
with Purchase Dates occurring from and after the effective date of such amendment and, in such event, Seller and Buyer will each
execute and deliver an amendment of this Agreement substituting the amended version of Exhibit VI for the version of Exhibit
VI then in effect.


 


“Purchased
Loan Schedule” shall mean a schedule of Purchased Loans attached to each Trust Receipt and Custodial Delivery.


 


“Purchased
Loans” shall mean (i) with respect to any Transaction, the Eligible Loan or Eligible Loans sold by the applicable Series
Seller to Buyer in such Transaction and (ii) with respect to the Transactions in general, all Eligible Loans sold by Seller to
Buyer, together with all Purchased Loan Documents, Servicing Agreements, Servicing Records, Servicing Rights, insurance, collection
and escrow accounts and Hedging Transactions relating to any such Eligible Loans.


 


“Qualified
Institutional Lender” shall mean one or more of the following:


 


(a)
an insurance company, bank, savings and loan association, investment bank, trust company, commercial credit corporation, pension
plan, pension fund, pension fund advisory firm, mutual fund, real estate investment trust, governmental entity or plan, in any
case, that satisfies the Eligibility Requirements, or


 



    	18



    	 



    

 


(b)
an investment company, money management firm or a “qualified institutional buyer” within the meaning of Rule 144A
under the Securities Act of 1933, as amended, which satisfies the Eligibility Requirements, or


 


(c)
an investment fund, limited liability company, limited partnership or general partnership in which a Permitted Fund Manager acts
as the general partner, managing member, or the fund manager responsible for the day to day management and operation of such investment
vehicle and provided that at least fifty percent (50%) of the equity interests in such investment vehicle are owned, directly
or indirectly, by one or more entities that are otherwise Qualified Institutional Lenders, or


 


(d)
an institution substantially similar to any of the foregoing in clauses (a), (b) or (c) above which satisfies the Eligibility
Requirements.


 


“Qualified
Servicing Expenses” shall mean any fees and expenses payable to any third-party Servicer that is not an Affiliate of
Seller, which fees and expenses are netted by such Servicer out of collections pursuant to a Servicing Agreement that has been
approved by Buyer in its sole and absolute discretion, and which Servicer shall have entered into a Servicer Notice and Agreement
substantially in the form attached hereto as Exhibit IX.


 


“Real
Estate Settlement Procedures Act” shall mean the Real Estate Settlement Procedures Act of 1974, 12 U.S.C. §§
2601 et seq.


 


“Register”
shall have the meaning specified in Section 18(c) of this Agreement.


 


“Registrar”
shall have the meaning specified in Section 18(c) of this Agreement.


 


“Related
Interest” shall mean (a) a junior or pari passu participation interest in a commercial mortgage loan, or (b) a
“B note” or other subordinate note in an “A/B” or similar structure or pari passu “A note”
in a commercial mortgage loan with respect to which the Senior Interest is a Purchased Loan or prospective Purchased Loan hereunder.


 


“Remittance
Date” shall mean the fifteenth (15th) calendar day of each month, or the next succeeding Business Day, if such calendar
day shall not be a Business Day, or such other day as is mutually agreed to by Seller and Buyer.


 


“Repurchase
Date” shall have the meaning set forth in the Letter Agreement.


 


“Repurchase
Obligations” shall have the meaning specified in Section 6.


 


“Repurchase
Price” shall mean, with respect to any Purchased Loan as of any date, the price at which such Purchased Loan is to be
transferred from Buyer to Seller upon termination of the related Transaction; such price will be determined in each case as the
sum of (i) the Purchase Price of such Purchased Loan, (ii) the accrued but unpaid Price Differential with respect to such Purchased
Loan as of the date of such determination, and (iii) any cash paid by Buyer to Seller with respect to such Purchased Loan pursuant
to Section 4(c) of this Agreement as of the date of such determination, minus any cash actually received by Buyer in respect
of the Repurchase Price of such Transaction pursuant to Sections 3(k), 4(b), 5(c)(iii), 5(d)(iii), 5(d)(v) and 5(e)(iii) of this
Agreement.


 



    	19



    	 



    

 


“Repurchase
Price Cap” shall mean, with respect to any Purchased Loan, an amount equal to (i) the product of (x) the then current
Principal Balance of such Purchased Loan, (y) the Purchase Date Market Value Percentage of such Purchased Loan, and (z) the Maximum
Original Purchase Percentage of such Purchased Loan, less (ii) Net Market Value Decrease of such Purchased Loan.


 


“Requirement
of Law” shall mean any law, treaty, rule, regulation, code, directive, policy, order or requirement or determination
of an arbitrator or a court or other governmental authority whether now or hereafter enacted or in effect.


 


“Reserve
Requirement” shall mean, with respect to any Pricing Rate Period, the aggregate (without duplication) of the rates (expressed
as a decimal fraction) of reserve requirements in effect during such Pricing Rate Period (including, without limitation, basic,
supplemental, marginal and emergency reserves under any regulations of the Board of Governors of the Federal Reserve System or
other governmental authority having jurisdiction with respect thereto) dealing with reserve requirements prescribed for eurocurrency
funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of such Board of Governors) maintained
by Buyer.


 


“S&P”
shall mean Standard & Poor’s Ratings Services, a Division of The McGraw-Hill Companies.


 


“SDN
List” shall have the meaning specified in the definition of Prohibited Person.


 


“SEC”
shall have the meaning specified in Section 23(a).


 


“Seller”
shall have the meaning specified in the introductory paragraph of this Agreement.


 


“Senior
Interest” shall mean (a) a senior (or pari passu senior) participation interest in a commercial mortgage loan,
or (b) an A-Note.


 


“Senior
Interest Documents” shall mean, for any Senior Interest, the A-Note or participation certificate, as applicable, together
with any co-lender agreements, participation agreements and/or other intercreditor agreements or other documents governing or
otherwise relating to the priority, rights or obligations of such Senior Interest and the applicable Related Interest and/or Mezzanine
Loan.


 



    	20



    	 



    

 


“Senior
Interest Side Letter” shall mean, with respect to any Senior Interest proposed to be included in a Transaction hereunder,
if Seller or any Affiliate of Seller shall hold any Related Interest or any interest in a Mezzanine Loan related to such Senior
Interest, a letter agreement to be entered into on or before the Purchase Date of such Senior Interest hereunder among Seller
or such Affiliate of Seller that holds all or any portion of the Related Interest or Mezzanine Loan and Buyer, in form and substance
reasonably acceptable to Buyer, pursuant to which the parties shall agree: (a) that any Transfer of the Related Interest or Mezzanine
Loan or any interest therein shall be subject to the provisions of Section 10(q) hereof; (b) that for so long as the Related Interest
or Mezzanine Loan or any interest therein is held by Seller or an Affiliate of Seller, notwithstanding anything to the contrary
contained in the Senior Interest Documents, such holder of the Related Interest or Mezzanine Loan or any interest therein shall
not be entitled to (i) appoint or replace, or consent to the appointment or replacement of, the servicer or special servicer for
the related mortgage loan, (ii) consent or approve of any major decisions with respect to the mortgage loan or exercise any other
rights of a “controlling holder” or “operating advisor” under the Senior Interest Documents, (iii) exercise
any additional cure rights with respect to any Purchased Loan Event of Default or default under any Purchased Loan Documents that
are granted to the holder of the Related Interest or Mezzanine Loan pursuant to the applicable Senior Interest Documents, or (iv)
exercise any right to purchase the related Senior Interest at a purchase price that is less than the sum of all amounts which
would be payable by the Mortgagor pursuant to the Purchased Loan Documents during the continuance of a Purchased Loan Event of
Default; and (c) to such other matters with respect to such Senior Interest as Buyer may require in its sole discretion.


 


“Series
Seller” shall have the meaning specified in the introductory paragraph of this Agreement.


 


“Servicer”
shall mean the servicer under any Servicing Agreement.


 


“Servicer
Notice and Agreement” shall have the meaning specified in Section 28(a).


 


“Servicing
Agreement” shall have the meaning specified in Section 28(a).


 


“Servicing
Records” shall have the meaning specified in Section 28(b).


 


“Servicing
Rights” shall mean Seller’s right, title and interest in and to any and all of the following, in each case as
the same may be subject to the terms of any applicable Servicing Agreements and the provisions of the documentation for the applicable
Purchased Loans:  (a) any and all rights of Seller to service the Purchased Loans or to appoint (or terminate the appointment
of) any third party as servicer of the Purchased Loans; (b) any payments to or monies received by or payable to Seller (as opposed
to any third-party servicer) as compensation for servicing the Purchased Loans (including, without limitation, workout fees, consent
fees, liquidation fee, late fees, penalties or similar amounts payable to Seller); (c) all agreements or documents creating, defining
or evidencing any such servicing rights to the extent they relate to such servicing rights and all rights of Seller (individually
or as servicer) thereunder (including all rights to set the compensation of any third-party servicer); (d) the right, if any,
to appoint a special servicer or liquidator of the Purchased Loans; and (e) all rights of Seller to give directions with respect
to the management and distribution of any collections, escrow accounts, reserve accounts or other similar payments or accounts
in connection with the Purchased Loans.


 


“Significant
Modification” shall have the meaning set forth in the Letter Agreement.


 


“SIPA”
shall have the meaning specified in Section 23(a).


 



    	21



    	 



    

 


“Sponsor”
shall mean LoanCore Realty Trust, Inc., a Maryland corporation.


 


“Supplemental
Due Diligence List” shall mean, with respect to any New Collateral, information or deliveries concerning the New Collateral
that Buyer shall reasonably request in addition to the Preliminary Due Diligence Package.


 


“Survey”
shall mean a certified ALTA/ACSM (or applicable state standards for the state in which the property is located) survey of a Mortgaged
Property prepared by a registered independent surveyor or engineer and in form and content reasonably satisfactory to Buyer and
the company issuing the title policy for such Mortgaged Property.


 


“Taxes”
means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments,
fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable
thereto.


 


“Transaction”
shall have the meaning specified in Section 1.


 


“Transaction
Conditions Precedent” shall mean, with respect to each proposed Transaction,


 


		(i)	no
                                         Default or Event of Default under this Agreement shall have occurred and be continuing
                                         as of the Purchase Date for such proposed Transaction;



 


		(ii)	Seller
                                         shall have certified to Buyer in writing the acquisition cost of such asset (or, in the
                                         case of any asset purchased from an Affiliate, the original acquisition cost of such
                                         asset at the time it was acquired by an Affiliate of Seller from a non-Affiliate) (including
                                         therein reasonable supporting documentation required by Buyer, if any) and the outstanding
                                         principal balance of such loan;



 


		(iii)	Seller
                                         shall have delivered to Buyer all information which Seller believes to be reasonably
                                         necessary for Buyer to make an informed business decision with respect to the purchase
                                         of such Purchased Loan and Seller shall have certified to Buyer that Seller has no knowledge
                                         of any material information concerning the related Purchased Loan which is not reflected
                                         in the related Diligence Materials or otherwise disclosed to Buyer in writing;



 


		(iv)	the
                                         representations and warranties made by Seller or Sponsor in any of the Transaction Documents
                                         (including the Purchased Loan Representations with respect to the Eligible Loans then
                                         being transferred, subject to any exceptions to such representations and warranties disclosed
                                         in writing by Seller to Buyer which are approved by Buyer in its sole and absolute discretion
                                         and set forth on Schedule 3 to the Confirmation for such Eligible Loan) shall be true
                                         and correct in all material respects as of the Purchase Date for such Transaction (except
                                         to the extent such representations and warranties are made as of a particular date, in
                                         which case such representations and warranties shall be true and correct in all material
                                         respects as of such particular date);



 



    	22



    	 



    

 


		(v)	Seller
                                         has paid all expenses of Buyer (subject to Section 27 below) then due and payable (which,
                                         upon the agreement of Buyer and Seller, may be held back from funds remitted to Seller
                                         by Buyer);



 


		(vi)	Seller
                                         has satisfactorily completed its “Know Your Customer” and OFAC diligence
                                         (as to the related Mortgagor, guarantor and all other related parties, as determined
                                         by Buyer) and the results of such diligence shall be acceptable to Buyer in its sole
                                         discretion;



 


		(vii)	the
                                         Servicer of the related Purchased Loan shall have entered into a Servicer Notice and
                                         Agreement substantially in the form attached hereto as Exhibit IX;



 


		(viii)	Buyer
                                         shall have (A) determined, in accordance with the applicable provisions of Section 3(a)
                                         of this Agreement, that the assets proposed to be sold to Buyer by Seller in the related
                                         Transaction are Eligible Loans and (B) obtained internal credit approval for the inclusion
                                         of such Eligible Loan as a Purchased Loan in a Transaction;



 


		(ix)	if
                                         required by Buyer in its sole and absolute discretion, Seller or Sponsor shall have entered
                                         into an Approved Hedging Transaction with respect to the Eligible Loan;



 


		(x)	Master
                                         Seller shall have established the Series Seller which will be entering the proposed Transaction
                                         and executed and/or delivered to Buyer a Joinder Agreement with respect to such Series
                                         Seller and any organizational documents and amendments and any other documents and agreements
                                         required in connection with such new Series Seller or the proposed Transaction under
                                         Section 3(n); and



 


		(xi)	any
                                         other conditions as may be required by Buyer.



  


“Transaction
Default” shall mean any event which, with the giving of notice, the passage of time, or both, would constitute a Transaction
Event of Default.


 


“Transaction
Documents” shall mean, collectively, this Agreement, the Letter Agreement, the Guaranty, the Custodial Agreement, the
Controlled Account Agreement, the Member Guaranty, all Confirmations and Joinder Agreements executed pursuant to this Agreement
in connection with specific Purchased Loans, the Servicing Agreement(s), and any and all other documents and agreements executed
and delivered by Seller and/or Sponsor in connection with this Agreement or any Transactions hereunder, as may be amended, modified
and/or restated from time to time.


 


“Transaction
Event of Default” shall have the meaning set forth in Section 13(a)(II).


 



    	23



    	 



    

 


“Transfer”
shall have the meaning specified in Section 10(b).


 


“Treasury
Regulations” shall mean the income tax regulations, including temporary regulations, promulgated under the Code, as
such regulations are amended from time to time.


 


“Trust
Receipt” shall mean a trust receipt issued by Custodian to Buyer confirming the Custodian’s possession of certain
Purchased Loan Files which are the property of and held by Custodian for the benefit of Buyer (or any other holder of such trust
receipt) or a bailment arrangement with counsel or other third party acceptable to Buyer in its sole discretion.


 


“Truth
in Lending Act” shall mean the Truth in Lending Act of 1968, 15 U.S.C. §§1601 et seq.


 


“UCC”
shall have the meaning specified in Section 6 of this Agreement.


 


“Underlying
Purchased Loan Reserves” shall mean, with respect to any Purchased Loan, the escrows, reserve funds or other similar
amounts properly retained in accounts maintained by the Servicer of such Purchased Loan unless and until such funds are, pursuant
to the terms of related Purchased Loan Documents, released or otherwise available to Seller (but not if such funds are used for
the purpose for which they were maintained, or if such funds are released to the related Mortgagor in accordance with the relevant
loan documents).


 


“Underwriting
Issues” shall mean, with respect to any Collateral as to which Seller intends to request a Transaction, all material
information that has come to Seller’s attention that, based on the making of reasonable inquiries and the exercise of reasonable
care and diligence under the circumstances, would be considered a materially “negative” factor (either separately
or in the aggregate with other information), or a material defect in loan documentation or closing deliveries (such as any absence
of any material Purchased Loan Document(s)), to a reasonable institutional mortgage buyer in determining whether to originate
or acquire the Collateral in question.


 


(b)
Under this Agreement, all accounting terms not specifically defined herein shall be construed in accordance with GAAP and all
accounting determinations made and all financial statements prepared hereunder shall be made and prepared in accordance with GAAP.
All terms used in Article 9 of the UCC in the State of New York, and not specifically defined herein, are used herein as defined
in such Article 9. The words “herein,” “hereof,” and “hereunder” and other words of similar
import refer to this Agreement as a whole, including the exhibits and schedules hereto, as the same may from time to time be amended
or supplemented and not to any particular paragraph, section, subsection, or clause contained in this Agreement. Each of the definitions
set forth in Section 2 hereof shall be equally applicable to both the singular and plural forms of the defined terms. Unless specifically
stated otherwise, all references herein to any agreements, documents or instruments shall be references to the same as amended,
restated, supplemented or otherwise modified from time to time.


 



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		3.	INITIATION; CONFIRMATION; TERMINATION; FEES; EXTENSION



 


(a)
Subject to the terms and conditions set forth in this Agreement (including, without
limitation, the satisfaction of the Transaction Conditions Precedent set forth herein), Buyer agrees to consider entering into
Transactions from time to time in its sole and absolute discretion pursuant to written request at the initiation of Master Seller
as provided in this Agreement. Seller shall give Buyer written notice of each proposed Transaction and Buyer shall inform Master
Seller of its determination with respect to any assets proposed to be sold to Buyer by Seller in accordance with Exhibit VIII attached hereto, which may be amended from time to time by Buyer in its sole and absolute discretion. Buyer shall have the
right to review all Eligible Loans proposed to be sold to Buyer in any Transaction and to conduct its own due diligence investigation
of such Eligible Loans as Buyer determines in its sole and absolute discretion. Buyer shall be entitled to make a determination,
in its sole and absolute discretion, whether it shall or shall not purchase any or all of the Eligible Loans proposed to be sold
to Buyer by Seller. In addition, Buyer shall not be required to enter into any Transaction if an Event of Default has occurred
and is continuing with respect to any Transaction Documents.


 


(b)
Upon agreeing to enter into a Transaction hereunder, provided each of the Transaction
Conditions Precedent shall have been satisfied, as determined by Buyer in its sole and absolute discretion, Buyer shall promptly
deliver to Master Seller a written confirmation (which shall also be in electronic form) in the form of Exhibit I attached
hereto of each Transaction (a “Confirmation”). Such Confirmation shall describe each Purchased Loan to be included
in such Transaction, shall identify Buyer and the applicable Series Seller for such Transaction, and shall set forth:  


 


		(i)	the
                                         Purchase Date,




 


		(ii)	the
Principal Balance,




  


		(iii)	the
                                         Purchase Date Market Value,



 


		(iv)	Purchase
                                         Date Market Value Percentage,



 


		(v)	the
                                         Actual Original Purchase Percentage,



 


		(vi)	the
                                         Maximum Original Purchase Percentage,



 


		(vii)	the
                                         Purchase Price,



 


		(viii)	the
                                         Repurchase Date,



 


		(ix)	the
                                         initial Pricing Rate (including the Applicable Spread) applicable to the Transaction,
                                         and



 


		(x)	any
                                         additional terms or conditions not inconsistent with this Agreement.



 



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With
respect to any Transaction, the Pricing Rate shall be determined initially on the Pricing Rate Determination Date applicable to
the first Pricing Rate Period for such Transaction, and shall be reset on each Pricing Rate Determination Date for the next succeeding
Pricing Rate Periods for such Transaction. Buyer or its agent shall determine the Pricing Rate on each Pricing Rate Determination
Date for the related Pricing Rate Period and notify Seller of such rate for such period on such Pricing Rate Determination Date.


 


(c)
Each Confirmation, together with this Agreement, shall be conclusive evidence
of the terms of the Transactions covered thereby unless specific objection is made by Seller no more than five (5) Business Days
after the date thereof. In the event of any conflict between the terms of such Confirmation and the terms of this Agreement, the
Confirmation shall prevail. An objection sent by Seller with respect to any Confirmation must state specifically that the writing
is an objection, must specify the provision(s) of such Confirmation being objected to by Seller, must set forth such provision(s)
in the manner that Seller believes such provisions should be stated, and must be received by Buyer no more than five (5) Business
Days after such Confirmation is received by Seller.


 


(d)
Except upon the occurrence and during the continuance of an Event of Default,
Master Seller, on behalf of the applicable Series Seller, shall be entitled to terminate any Transaction on demand, in whole or
in part, and repurchase any or all of the Purchased Loans subject to such Transaction (each an “Early Repurchase”)
on any Business Day prior to the Repurchase Date therefor (an “Early Repurchase Date”); provided, however,
that: 


 


		(i)	Seller
                                         notifies Buyer in writing of its intent to terminate such Transaction and repurchase
                                         such Purchased Loan(s) no later than five (5) Business Days prior to such Early Repurchase
                                         Date; and



 


		(ii)	on
                                         such Early Repurchase Date, the applicable Series Seller pays to Buyer an amount equal
                                         to the sum of the Repurchase Price for such Transaction, and any other amounts payable
                                         under this Agreement (including, without limitation, any amounts payable under Section
                                         3(h) of this Agreement) with respect to such Transaction against transfer to the applicable
                                         Series Seller or its agent of such Purchased Loan(s); and



 


		(iii)	on
                                         such Early Repurchase Date, Seller shall have satisfied all of its obligations with respect
                                         to all Transactions hereunder.



  


(e)
On the applicable Repurchase Date for any Transaction, termination of such Transaction
will be effected by transfer to the applicable Series Seller or its agent of the applicable Purchased Loan(s) and any Income in
respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Master Seller,
such Series Seller or any other Series Seller pursuant to Section 5 of this Agreement) against the simultaneous transfer of the
Repurchase Price for such Transaction to an account of Buyer.


 



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(f)
If prior to the first day of any Pricing Rate Period with respect to the Transaction,
(i) Buyer shall have determined in its sole and absolute discretion (which determination shall be conclusive and binding upon
Seller) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining
the LIBO Rate for such Pricing Rate Period, or (ii) the LIBO Rate determined or to be determined for such Pricing Rate Period
will not adequately and fairly reflect the cost to Buyer (as determined and certified by Buyer) of making or maintaining Transactions
during such Pricing Rate Period, Buyer shall give telecopy, e-mail or telephonic notice thereof to Seller as soon as practicable
thereafter. If such notice is given, the Pricing Rate with respect to such Transaction for such Pricing Rate Period, and for any
subsequent Pricing Rate Periods until such notice has been withdrawn by Buyer, shall be a per annum rate equal to the Prime Rate
plus the Applicable Spread (the “Alternative Rate”).


 


(g)
Notwithstanding any other provision herein, if the adoption of or any change in
any Requirement of Law or in the interpretation or application thereof shall make it unlawful for Buyer to effect or continue
Transactions as contemplated by the Transaction Documents, (a) the commitment of Buyer hereunder to enter into new Transactions
and to continue Transactions as such shall forthwith be canceled, and (b) the Transactions then outstanding shall be converted
automatically to Alternative Rate Transactions on the last day of the then current Pricing Rate Period or within such earlier
period as may be required by law. If any such conversion of a Transaction occurs on a day which is not the last day of the then
current Pricing Rate Period with respect to such Transaction, Seller shall pay to Buyer such amounts, if any, as may be required
pursuant to Section 3(h) of this Agreement


 


(h)
Upon demand by Buyer, Seller shall indemnify Buyer and hold Buyer harmless from
any net actual, out of pocket loss or expense (not to include any lost profit or opportunity) (including, without limitation,
reasonable actual attorneys’ fees and disbursements) which Buyer may sustain or incur as a consequence of (i) default by
Seller in terminating any Transaction after Seller has given a notice in accordance with Section 3(d) of a termination of
a Transaction, (ii) any payment of the Repurchase Price for any Purchased Loan on any day other than a Remittance Date or the
Repurchase Date for such Purchased Loan (including, without limitation, any actual out of pocket loss, cost or expense arising
from reemployment of funds obtained by Buyer to maintain Transactions hereunder or from customary and reasonable fees payable
to terminate deposits from which such funds were obtained) or (iii) conversion of the Transaction to an Alternative Rate Transaction
pursuant to Section 3(g) of this Agreement on a day which is not the last day of the then current Pricing Rate Period. A certificate
as to such actual costs, losses, damages and expenses, setting forth the calculations therefor shall be submitted promptly by
Buyer to Seller and shall be prima facie evidence of the information set forth therein.


 


(i)
If the adoption of or any change in any Requirement of Law or in the interpretation
or application thereof by any Governmental Authority or compliance by Buyer with any request or directive (whether or not having
the force of law) from any central bank or other Governmental Authority having jurisdiction over Buyer made subsequent to the
date hereof: 





 


		(i)	shall
                                         subject Buyer to any Tax of any kind whatsoever with respect to the Transaction Documents,
                                         any Purchased Loan or any Transaction, or change the basis of taxation of payments to
                                         Buyer in respect thereof (in each case, except for (A) Taxes described in the second
                                         and third proviso of the definition of Excluded Taxes, (B) Connection Income Taxes, and
                                         (C) Taxes for which Buyer is entitled to Additional Amounts under Section 29);



 



    	27



    	 



    

 




 


		(ii)	shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar
requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions
of credit by, or any other acquisition of funds by, any office of Buyer which is not otherwise included in the determination of
the LIBO Rate hereunder; or



 


		(iii)	shall impose on Buyer any other condition;



  


and the result of any of the foregoing is to
increase the cost to Buyer, by an amount which Buyer deems, in its sole and absolute discretion, to be material, of entering into,
continuing or maintaining Transactions or to reduce any amount receivable under the Transaction Documents in respect thereof; then,
in any such case, Seller shall promptly pay Buyer, upon its demand, any additional amounts necessary to compensate Buyer for such
increased cost or reduced amount receivable (in the case of Taxes, in an amount such that, after deduction of the applicable Tax,
Buyer receives the amount to which it would have been entitled if no Tax were deductible). If Buyer becomes entitled to claim any
additional amounts pursuant to this Section 3(i), it shall, within ten (10) Business Days of such event, notify Seller of the event
by reason of which it has become so entitled. Such notification as to the calculation of any additional amounts payable pursuant
to this subsection shall be submitted by Buyer to Seller and shall be prima facie evidence of such additional amounts. This covenant
shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased Loans.


 


(j) If
Buyer shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation
or application thereof or compliance by Buyer or any corporation controlling Buyer with any request or directive regarding capital
adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof does or shall
have the effect of increasing the amount of capital to be held by Buyer in respect of any Transaction hereunder or reducing the
rate of return on Buyer’s or such corporation’s capital as a consequence of its obligations hereunder to a level below
that which Buyer or such corporation could have achieved but for such adoption, change or compliance (taking into consideration
Buyer’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by Buyer, in the exercise
of its reasonable business judgment, to be material, then from time to time, after submission by Buyer to Seller of a written request
therefor, Seller shall pay to Buyer such additional amount or amounts as will compensate Buyer for such reduction. Such notification
as to the calculation of any additional amounts payable pursuant to this subsection shall be submitted by Buyer to Seller and shall
be prima facie evidence of such additional amounts. This covenant shall survive the termination of this Agreement and the repurchase
by Seller of any or all of the Purchased Loan.


 


(k) Without
limiting the rights of the Seller pursuant to Section 3(d), Master Seller, on behalf of any Series Seller, shall have the right
at any time, upon one (1) Business Day prior notice to Buyer, to transfer cash to Buyer for the purpose of reducing the Repurchase
Price of, but not terminating, the Transaction to which such Series Seller is a party.


 






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(l) Upon
the occurrence of a Mandatory Early Repurchase Event with respect to any Purchased Loan, Buyer may, upon written notice to the
Master Seller (on behalf of the applicable Series Seller), accelerate the Repurchase Date of such Purchased Loan to the date (the
“Mandatory Early Repurchase Date”) which is three (3) Business Days following such notice, and require that
the applicable Series Seller repurchase such Purchased Loan from Buyer on such Mandatory Early Repurchase Date (a “Mandatory
Early Repurchase”), which repurchase by the applicable Series Seller shall be conducted pursuant to and in accordance
with clauses (ii) and (iii) of Section 3(d) and Section 3(e).


 


(m) If
Buyer shall exercise its rights under Sections 3(i) or 3(j), then Seller shall have the right, at any time thereafter (unless Buyer
has at such time waived any claims pursuant to such Sections or such Sections no longer apply) to terminate this Agreement or all
Transactions hereunder and, in connection with any such termination, notwithstanding anything to the contrary contained herein
or in any other Transaction Document, there shall be no exit fee or prepayment fee or premium due.


 


(n) On
or before the Purchase Date for any Transaction, Member or an officer of Master Seller shall establish, pursuant to the provisions
of the Master Seller LLC Agreement and in accordance with Delaware law, a new Series Seller to enter into such Transaction pursuant
to the related Confirmation, and deliver copies of the completed Schedule F to the Master Seller LLC Agreement with respect to
such Series Seller and same shall be reasonably acceptable to Buyer. On or prior to the Purchase Date for any Transaction, (i)
Master Seller and such new Series Seller shall execute and deliver to Buyer a joinder agreement substantially in form attached
hereto as Exhibit XI (a “Joinder Agreement”) pursuant to which such Series Seller shall be added as a
party hereto and to the other Transaction Documents and any other documents and agreements as Buyer may reasonably require with
respect to such Series Seller or in connection with such Transaction and (ii) if required by Buyer in its sole discretion, Buyer
shall have filed UCC financing statements in all applicable filing offices with respect to such new Series Seller, which UCC financing
statements shall be in form and substance satisfactory to Buyer and may describe the collateral as “All assets of [such new
Series Seller], whether now owned or existing or hereafter acquired or arising and wheresoever located, and all proceeds and products
thereof” or words to that effect, and any limitations on such collateral description.


 


		4.	MARGIN
MAINTENANCE



 



(a) Buyer
shall determine the Repurchase Price Cap of each Purchased Loan on each Business Day and shall determine (i) the amount, if any,
by which the Repurchase Price Cap is less than the Repurchase Price (excluding Price Differential) (a “Margin Deficit”)
and (ii) the amount, if any, by which the Repurchase Price Cap exceeds the Repurchase Price (excluding Price Differential) (“Margin
Excess”). If, after the date that Buyer shall have delivered a Margin Notice for any Purchased Loan to Seller, a Margin
Excess shall exist for such Purchased Loan, Buyer shall give Seller prompt notice of the existence and size of such Margin Excess.


 


(b) If
at any time a Margin Deficit exists with respect to a Purchased Loan, then Buyer may by notice (a “Margin Notice”)
to the Master Seller (on behalf of the applicable Series Seller) require the applicable Series Seller to transfer to Buyer cash
in the amount of the Margin Deficit for such Purchased Loan by no later than the Margin Deadline on the date that is three (3)
Business Days following the date of receipt of such Margin Notice. The applicable Series Seller’s failure to cure any Margin
Deficit as required by this paragraph shall constitute a Transaction Event of Default with respect to the applicable Transaction
under the Transaction Documents and shall entitle Buyer to exercise its remedies under Section 13(c) of this Agreement.


 






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(c) If
at any time a Margin Excess exists with respect to a Purchased Loan, then Master Seller may by notice delivered to Buyer require
Buyer to transfer to Master Seller on behalf of the applicable Series Seller cash in an amount up to the Margin Excess by no later
than the Margin Deadline on the date that is three (3) Business Days following Buyer’s receipt of such notice from Master
Seller; provided, however, that (1) any such transfer of cash shall not be in an amount less than $100,000,
(2) any such transfer of cash shall not cause the Repurchase Price for the applicable Purchased Loan to exceed the Repurchase Price
Cap for such Transaction, and (3) no Default or Event of Default under this Agreement shall have occurred and be continuing.


 


(d) The
failure of, or delay by, Buyer or Seller, on any one or more occasions, to exercise its respective rights under Section 4(b) or
4(c) of this Agreement shall not (i) change or alter the terms and conditions to which this Agreement is subject, (ii) limit the
right of such party to do so at a later date, (iii) limit such party’s rights under this Agreement or otherwise existing
by law, or (iv) in any way create additional rights for such party.


 


(e) If
Master Seller and/or any applicable Series Seller(s) transfer(s) cash to Buyer on account of Margin Deficits relating to more than
one Purchased Loan, but such cash is insufficient to fully satisfy such Margin Deficits (after giving effect to any netting pursuant
to Section 4(f)), Buyer shall have the right to designate the Purchased Loan(s) and Margin Deficit(s) to which such payments shall
be applied, in its sole and absolute discretion.


 


(f) Buyer
and Master Seller acknowledge and agree that, so long as no Default or Event of Default shall have occurred and be continuing,
then notwithstanding the provisions of Sections 4(a) through 4(c) hereof, Margin Excess and Margin Deficit shall be netted for
all the Transactions under this Agreement, and the aggregate amount of the Margin Excess (if any) for all Transactions shall be
credited against the aggregate Margin Deficit owed under Section 4(b) and only the net amount need be paid; provided,
that any net payment to Master Seller shall be subject to the conditions set forth in Section 4(c).


 


(g) Notwithstanding
anything contained in Section 16 to the contrary, notice of Margin Excess or Margin Deficit may be delivered by Master Seller or
Buyer, respectively, via email, without the need to also deliver such notice by one of the other means set forth in Section 16,
and shall be deemed received upon the sending of such email; provided that the transmitting party did not receive an electronic
notice of a delivery failure.


 






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		5.	INCOME
PAYMENTS AND PRINCIPAL PAYMENTS



 


(a) On
each Remittance Date, each Series Seller shall be obligated to pay to Buyer (to the extent not paid on such date through the distributions
required pursuant to Sections 5(c), (d) and (e) hereof) the accrued but unpaid Price Differential for its applicable Transaction(s)
due as of such Remittance Date (along with any other amounts then due and payable), by wire transfer in immediately available funds.
A Cash Management Account shall be established by Master Seller, on behalf of itself and each Series Seller, at the Depository.
Buyer shall have sole dominion and control over the Cash Management Account. All Available Income in respect of the Purchased Loans
shall be deposited by Master Seller and each Series Seller or the applicable Servicer directly into the Cash Management Account
without any further action of Buyer. All such amounts transferred into the Cash Management Account shall be remitted by the Depository
in accordance with the applicable provisions of Sections 5(c), 5(d), 5(e), 13(b)(iii) and 13(c)(iii) of this Agreement.


 


(b) Seller
shall cause the Servicer of each Purchased Loan to enter into a Servicer Notice and Agreement in the form attached as Exhibit
IX to this Agreement, which provides, inter alia, that the Servicer shall deposit all Available Income with respect
to such Purchased Loan received by the Servicer into the Cash Management Account. If a Servicer forwards any Available Income with
respect to a Purchased Loan to Master Seller or any Series Seller rather than directly to the Cash Management Account, Master Seller
shall (i) redeliver an executed copy of the Servicer Notice and Agreement to the applicable Servicer, and make other commercially
reasonable efforts to cause such Servicer to forward such amounts directly to the Cash Management Account, (ii) hold such amounts
in trust for the benefit of Buyer and (iii) immediately deposit in the Cash Management Account any such amounts.


 


(c) So
long as no Default or Event of Default shall have occurred and be continuing, all Available Income received by the Depository in
respect of the Purchased Loans (other than Principal Payments and net sale proceeds) during each Collection Period shall be applied
by the Depository on the related Remittance Date as in the following order of priority:


 


		(i)	first, to remit to (a) the Custodian an amount equal to any accrued and unpaid custodial
fees and expenses due and payable under the Custodial Agreement, and (b) the Depository an amount equal to any accrued and unpaid
fees and expenses due and payable under the Controlled Account Agreement;



 


		(ii)	second, to remit to Buyer an amount equal to the aggregate Price Differential which has
accrued and is outstanding in respect of all of the Purchased Loans as of such Remittance Date;



 


		(iii)	third, to make a payment to Buyer on account of any Margin Deficit;



 


		(iv)	fourth, to remit to Buyer on account of any unpaid fees, costs, expenses, indemnity amounts
and any and all other amounts due from Seller under this Agreement or the other Transaction Documents; and



 


		(v)	fifth, to remit to Master Seller, on behalf of all applicable Series Sellers, the remainder,
if any.



 






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(d) So
long as no Default or Event of Default shall have occurred and be continuing, (A) any unscheduled Principal Payment (including
net sale proceeds) in respect of a Purchased Loan which is a portion of the Available Income received by the Depository during
each Collection Period shall be applied by the Depository on the Business Day following the day on which such funds are deposited
in the Cash Management Account and (B) any scheduled Principal Payment shall be applied by the Depository on the related Remittance
Date in the following order of priority (provided that unscheduled Principal Payments (including net sale proceeds) shall only
be applied to payment of the amounts due under clauses (iii), (v) and (vi) of this Section 5(d) below):


 


		(i)	first, to remit to (a) the Custodian an amount equal to any accrued and unpaid custodial
fees and expenses due and payable under the Custodial Agreement, and (b) the Depository an amount equal to any accrued and unpaid
fees and expenses due and payable under the Controlled Account Agreement (in each case, to the extent not paid pursuant to Section
5(c)(i) above);



 


		(ii)	second, to remit to Buyer an amount equal to the aggregate Price Differential which has
accrued and is outstanding in respect of all of the Purchased Loans as of such Remittance Date (to the extent not paid pursuant
to Section 5(c)(ii) above);



 


		(iii)	third, to make a payment to Buyer on account of any Margin Deficit (to the extent not paid
pursuant to Section 5(c)(iii) above);



 


		(iv)	fourth, to remit to Buyer on account of any unpaid fees, costs, expenses, indemnity amounts
and any and all other amounts due from Seller under this Agreement or the other Transaction Documents (to the extent not paid pursuant
to Section 5(c)(iv) above);



 


		(v)	fifth, to make a payment to Buyer on account of the Repurchase Price of each of the Purchased
Loans in respect of which such Principal Payment(s) have been received, in an amount equal to such Principal Payment(s) multiplied
by the respective Allocable Percentages applicable thereto; and



 


		(vi)	sixth, to remit to Master Seller, on behalf of all applicable Series Sellers, the remainder
of such Principal Payment or net sale proceeds.



 


(e) If
a Default or Event of Default shall have occurred and be continuing, all Available Income (including Principal Payments) received
by Buyer or the Depository in respect of the Purchased Loans during each Collection Period shall be applied by Buyer or the Depository
on the Business Day following the day on which such funds are deposited in the Cash Management Account as follows:


 


		(i)	first, to remit to (a) the Custodian in an amount equal to any accrued and unpaid custodial
fees and expenses due and payable under the Custodial Agreement, and (b) the Depository in an amount equal to any accrued and unpaid
fees and expenses due and payable under the Controlled Account Agreement;



 






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		(ii)	second, to remit to Buyer an amount equal to the aggregate Price Differential which has
accrued and is outstanding in respect of all of the Purchased Loans as of such Business Day;



 


		(iii)	third, to make a payment to Buyer in an amount equal to (A) the Repurchase Price of each
of the Purchased Loans if a Facility Event of Default exists or (B) Repurchase Price of each of the Purchased Loans with respect
to which a Transaction Event of Default has occurred and is continuing if one or more Transaction Events of Default exist (but
no Facility Event of Default then exists), in each case until the Repurchase Price for each of such Purchased Loans has been reduced
to zero (if a Facility Event of Default shall exist or Transaction Events of Default shall exist with respect to more than one
Purchased Loan, Buyer may allocate amounts under this Section 5(e)(iii) to the Repurchase Price(s) of one or more of such Purchased
Loans in such amounts as Buyer may determine in its sole and absolute discretion);



 


		(iv)	fourth, to remit to Buyer in an amount equal to any unpaid fees, costs, expenses, indemnity
amounts and any and all other amounts due from Seller under this Agreement or the other Transaction Documents; and



 


		(v)	fifth, to remit to Master Seller the remainder, if any.



 


(f) Notwithstanding
that each Series Seller shall be responsible for its own Available Income, the distribution and allocation of Available Income
in accordance with the foregoing provisions of this Section 5 may, for administrative convenience, be accomplished on an aggregate
basis for all Series Sellers. In the event that the amounts remitted pursuant to Sections 5(c), (d) and (e) above on any Remittance
Date, are insufficient to pay the accrued Price Differential due with respect to each of the Transactions at the respective Pricing
Rates as of such Remittance Date (along with any other amounts then due and payable), then Buyer, in its sole and absolute discretion,
shall determine each Series Seller which had insufficient Available Income to pay all accrued and unpaid Price Differential at
the applicable Pricing Rate as of such Remittance Date and Margin Deficit payments related to the Transaction(s) to which such
Series Seller is a party (together with such Series Seller’s share of the custodial fees and any other joint expenses allocated
ratably according to the Available Income received by each of the Series Sellers) and deliver notice (which may be delivered via
email) to Master Seller, on behalf of each of the Series Sellers, on the Remittance Date of the portion of such Cash Flow Deficiency
payable by the respective Series Sellers.  Each applicable Series Seller shall be required to pay the portion of the Cash
Flow Deficiency allocable to such Series Seller (as set forth in such notice from Buyer) to Buyer, by wire transfer in immediately
available funds within one (1) Business Day after such Remittance Date.  If any Series Seller shall fail to pay the portion
of the Cash Flow Deficiency due from such Series Seller within one (1) Business Day after such Remittance Date, such failure shall
constitute a Transaction Event of Default with respect to the Transaction(s) to which each such Series Seller is a party.


 






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(g) All
Underlying Purchased Loan Reserves for any Purchased Loan must be held with the applicable Servicer in accordance with Section
28 in segregated accounts held for the benefit of Seller or otherwise subject to control agreements approved by the Buyer. In the
event that no Servicer holds any such Underlying Purchased Loan Reserves for a Purchased Loan and Seller would otherwise hold the
Underlying Purchased Loan Reserves directly, it shall forward such Underlying Purchased Loan Reserves to the Cash Management Account
to be held and applied in accordance with the Purchased Loan Documents.


 


		6.	SECURITY INTEREST



 


Buyer and Seller intend,
for all purposes other than those described in Section 22(e), that all Transactions hereunder be sales to Buyer of the Purchased
Loans and not loans from Buyer to Seller secured by the Purchased Loans. However, in the event any such Transaction is deemed to
be a loan (except in the case of the grant of security interests by Master Seller under clause (b) below, which shall be unconditional
as of the date hereof), Master Seller, on behalf of itself and on behalf of each Series Seller, hereby pledges all of its and each
Series Seller’s right, title, and interest in, to and under and grants a lien on, and security interest in (which lien and
security interest shall be of first priority), all of its and each Series Seller’s right, title, and interest in the following
property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the “Collateral”)
to Buyer to secure the payment and performance of all other amounts or obligations owing to Buyer pursuant to this Agreement and
the other Transaction Documents (the “Repurchase Obligations”) (it being understood that the grant of security
interest in any items described below which are otherwise sold to Buyer pursuant to any Transaction hereunder is made to secure
Buyer’s interest therein in the event any such Transaction is deemed to be a loan):


 


(a) the
Purchased Loans, Servicing Agreements, Servicing Records, Servicing Rights, insurance relating to the Purchased Loans, all Hedging
Transactions related to the Purchased Loans and collection and escrow accounts relating to the Purchased Loans;


 


(b) the
Cash Management Account and all monies from time to time on deposit in the Cash Management Account;


 


(c) all
“general intangibles”, “accounts” and “chattel paper” as defined in the UCC relating to or
constituting any and all of the foregoing; and


 


(d) all
replacements, substitutions or distributions on or proceeds, payments, Income and profits of, and records (but excluding any financial
models or other proprietary information) and files relating to any and all of any of the foregoing.


 


For purposes of the grant
of the security interest pursuant to Section 6 of this Agreement, this Agreement shall be deemed to constitute a security agreement
under the New York Uniform Commercial Code (the “UCC”). Buyer shall have all of the rights and may exercise
all of the remedies of a secured creditor under the UCC and the other laws of the State of New York. In furtherance of the foregoing,
(a) Buyer, at Master Seller’s sole cost and expense, shall cause to be filed in such locations as may be necessary to perfect
and maintain perfection and priority of the security interest granted hereby, UCC financing statements and continuation statements
(collectively, the “Filings”), and (b) Master Seller shall from time to time take such further actions as may
be reasonably requested by Buyer to maintain and continue the perfection and priority of the security interest granted hereby.


 






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Master Seller, on behalf
of itself and each Series Seller, hereby irrevocably authorizes Buyer at any time and from time to time to file in any filing office
in any jurisdiction any initial financing statements and amendments thereto that (1) indicate the Collateral (i) as all Purchased
Loans or words of similar effect, regardless of whether the description of the Purchased Loans in such financing statements includes
every component set forth in the definition, or (ii) as being of an equal or lesser scope or with greater detail, and (2) contain
any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing
statement or amendment, including whether Seller is an organization, the type of organization and any organization identification
number issued to Seller.  Master Seller, on behalf of itself and each Series Seller, also ratifies its authorization for Buyer
to have filed in Delaware any initial financing statements or amendments thereto if filed prior to the date hereof. Without limiting
the foregoing, Master Seller, on behalf of itself and each Series Seller, also hereby irrevocably authorizes the Buyer and its
counsel to file UCC financing statements in form and substance satisfactory to the Buyer, describing the collateral as “All
assets of Seller and all assets associated with each series of interests now or hereafter established by Seller or its member,
in each case, whether now owned or existing or hereafter acquired or arising and wheresoever located, and all proceeds and products
thereof” or words to that effect, and any limitations on such collateral description.


 


Buyer’s security
interest in a Purchased Loan, or the Collateral as a whole, shall terminate only upon (i) in the case of an individual Purchased
Loan, the repurchase thereof in accordance with this Agreement and (ii) in the case of the Collateral as a whole, the termination
of Seller’s obligations under this Agreement and the documents delivered in connection herewith and therewith. Upon any such
termination, Buyer shall deliver to Seller such UCC termination statements and other release documents as may be commercially reasonable
to evidence the release of Buyer’s lien on and security interest in the applicable Purchased Loan, or the Collateral, as
applicable and to return the Purchased Documents for the Purchased Loan to Seller.


 


		7.	PAYMENT, TRANSFER AND CUSTODY



 


(a) On
the Purchase Date for each Transaction, ownership of the Purchased Loans shall be transferred to Buyer or its designee (including
the Custodian) against the simultaneous transfer to an account of Master Seller (for the benefit of the applicable Series Seller)
specified in the Confirmation relating to such Transaction of the difference between (i) the Purchase Price for the Purchased Loan(s)
minus (ii) any and all fees, costs and expenses including, without limitation, reasonable attorneys’ fees and disbursements
payable to Buyer pursuant to Section 27 or Section 30(d) in connection with such Transaction.


 






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(b) On
or before such Purchase Date, Seller shall deliver or cause to be delivered to Buyer or its designee the Custodial Delivery in
the form attached hereto as Exhibit IV. In connection with each sale, transfer, conveyance and assignment of a Purchased
Loan, on or prior to each Purchase Date with respect to such Purchased Loan, Seller shall deliver or cause to be delivered and
released to the Custodian, and shall cause the Custodian to deliver a Trust Receipt on the Purchase Date concerning the receipt
of, the following documents (collectively, the “Purchased Loan File”) pertaining to each of the Purchased Loans
identified in the Custodial Delivery delivered therewith; provided, that Seller shall deliver a certificate of an Authorized Representative
of Seller certifying that any copies of documents delivered represent true and correct copies of the originals of such documents:


 


		(i)	The original Mortgage Note (and if applicable, one or more allonges) bearing all intervening endorsements,
endorsed “Pay to the order of _________ without recourse” and signed in the name of the last endorsee (the “Last
Endorsee”) by an authorized Person (in the event that the Purchased Loan was acquired by the Last Endorsee in a merger,
the signature must be in the following form: “[Last Endorsee], successor by merger to [name of predecessor]”; in the
event that the Purchased Loan was acquired or originated by the Last Endorsee while doing business under another name, the signature
must be in the following form: “[Last Endorsee], formerly known as [previous name]”).



 


		(ii)	An original of each guarantee executed in connection with the Mortgage Note (if any).



 


		(iii)	The original Mortgage with evidence of recording thereon, or a copy thereof together with an officer’s
certificate of Seller certifying that such represents a true and correct copy of the original and, that such original has been
submitted for recordation in the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is
located.



 


		(iv)	The originals of all assumption, modification, consolidation or extension of mortgage agreements
(if any) with evidence of recording thereon, or copies thereof together with an officer’s certificate of Seller certifying
that such represent true and correct copies of the originals and that such originals have each been submitted for recordation in
the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located.



 


		(v)	The original Assignment of Mortgage in blank for each Purchased Loan, in form and substance acceptable
for recording in the relevant jurisdiction, and in form and substance otherwise acceptable to Buyer and signed in the name of the
Last Endorsee (in the event that the Purchased Loan was acquired by the Last Endorsee in a merger, the signature must be in the
following form: “[Last Endorsee], successor by merger to [name of predecessor]”; in the event that the Purchased Loan
was acquired or originated while doing business under another name, the signature must be in the following form: “[Last Endorsee],
formerly known as [previous name]”).



 






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		(vi)	The originals of all intervening assignments of mortgage (if any) with evidence of recording thereon,
or copies thereof together with an officer’s certificate of Seller certifying that such represent true and correct copies
of the originals and that such originals have each been submitted for recordation in the appropriate governmental recording office
of the jurisdiction where the Mortgaged Property is located.



 


		(vii)	The original attorney’s opinion of title and abstract of title or the original mortgagee
title insurance policy, or if the original mortgagee title insurance policy has not been issued, the binding pro forma policy attached
to the Purchased Loan closing escrow letter.



 


		(viii)	The original of any security agreement, chattel mortgage or equivalent document executed in connection
with the Purchased Loan (if any).



 


		(ix)	The original assignment of leases and rents, if any, with evidence of recording thereon, or a copy
thereof together with an officer’s certificate of Seller, certifying that such copy represents a true and correct copy of
the original and that such original has been submitted for recordation in the appropriate governmental recording office of the
jurisdiction where the Mortgaged Property is located.



 


		(x)	The originals of all intervening assignments of assignment of leases and rents, if any, or copies
thereof, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the
jurisdiction where the Mortgaged Property is located.



 


		(xi)	A copy of the UCC financing statements stamped with the filing and/or recordation information from
the applicable recording office, and all necessary UCC continuation statements with evidence of filing thereon, and UCC assignments,
which UCC assignments shall be in form and substance acceptable for filing.



 


		(xii)	An environmental indemnity agreement (if any).



 


		(xiii)	An omnibus assignment in blank (if any).



 


		(xiv)	For any Senior Interest which is a Participation Interest, the original participation certificate
evidencing such Senior Interest endorsed “Pay to the order of ______ without recourse” and signed in the name of the
Last Endorsee by an authorized Person (in the event that the Purchased Loan was acquired by the Last Endorsee in a merger, the
signature must be in the following form: “[Last Endorsee], successor by merger to [name of predecessor]”; in the event
that the Senior Interest was acquired or originated by the Last Endorsee while doing business under another name, the signature
must be in the following form: “[Last Endorsee], formerly known as [previous name]”).



 






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		(xv)	For any Senior Interest, the original or a copy of the participation agreement or co-lender agreement,
as applicable, and all other Senior Interest Documents executed in connection with the Senior Interest.



 


		(xvi)	for any Senior Interest, the original Senior Interest Side Letter, if applicable.



 


		(xvii)	The original or a copy of the intercreditor or co-lender agreement (if any) executed in connection
with the Purchased Loan to the extent the subject borrower, or an affiliate thereof, has encumbered its assets with mezzanine or
other subordinate financing in addition to the Purchased Loan.



 


		(xviii)	Mortgagor’s certificate or title affidavit (if any), to the extent in Seller’s possession.



 


		(xix)	A survey of the Mortgaged Property (if any) as accepted by the title company for issuance of the
mortgagee title policy.



 


		(xx)	A copy of the Mortgagor’s, and (if applicable) any guarantor’s, opinion of counsel
(if any).



 


		(xxi)	An assignment of permits, contracts and agreements (if any).



 


		(xxii)	The original of all letters of credit issued and outstanding in connection with such Purchased
Loan, with any modifications, amendments or endorsements necessary to permit Buyer to draw upon them when and if it is contractually
permitted to do so pursuant to this Agreement (if any).



 


		(xxiii)	Copies of all documents and agreements evidencing and/or relating to any applicable Approved Hedging Transaction together with
a duly executed assignment thereof from Seller (or the Affiliate of Seller that is party to such Approved Hedging Transaction)
to Buyer in form and substance reasonably acceptable to Buyer.



 


(c) In
addition, with respect to each Purchased Loan, Seller shall deliver an instruction letter from Seller to the borrower under each
Purchased Loan and/or to the sub-servicer with respect to each Purchased Loan, instructing the borrower and/or to the sub-servicer,
as applicable, to remit all sums required to be remitted to the holder of the Purchased Loan under the related Purchased Loan Documents
to the Servicer for deposit in the Applicable Servicer Account or as otherwise directed in a written notice signed by Seller and
Buyer. If the borrower under any Purchased Loan remits any sums required to be remitted to the holder of such Purchased Loan under
the related Purchased Loan Documents to Seller or its Affiliate, Seller shall, within one (1) Business Day after receipt thereof,
(i) remit such sums (other than Underlying Purchased Loan Reserves) to the Depository for deposit in the Cash Management Account
as set forth in Section 5(b) hereof or as otherwise directed in the written notice signed by Seller and Buyer, and (ii) deliver
(or cause Servicer to deliver) an additional instruction letter from Seller or Servicer, as applicable, to the borrower under the
applicable Purchased Loan, instructing the borrower to remit all sums required to be remitted to the holder of the Purchased Loan
under the related Purchased Loan Documents to the Servicer for deposit in the Applicable Servicer Account or as otherwise directed
in a written notice signed by Seller and Buyer.


 



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(d) From
time to time, Seller shall forward to the Custodian additional original documents or additional copies of documents evidencing
any assumption, modification, consolidation or extension of a Purchased Loan approved in accordance with the terms of this Agreement,
and upon receipt of any such other documents, the Custodian shall hold such other documents as Custodian shall request from time
to time. With respect to any documents which have been delivered or are being delivered to recording offices for recording and
have not been returned to Seller in time to permit their delivery hereunder at the time required, in lieu of delivering such original
documents, Seller shall deliver to Buyer a true copy thereof with an officer’s certificate certifying that such copy is a
true, correct and complete copy of the original, which has been transmitted for recordation. Seller shall deliver such original
documents to Buyer or its designee promptly when they are received. With respect to all of the Purchased Loans delivered by Seller
to Buyer or its designee (including the Custodian), Seller shall execute an omnibus power of attorney substantially in the form
of Exhibit V attached hereto irrevocably appointing Buyer its attorney-in-fact with full power to, during the continuance
of an Event of Default, (i) complete and record the Assignment of Mortgage, (ii) complete the endorsement of the Mortgage
Note and (iii) take such other steps as may be reasonably necessary or desirable to enforce Buyer’s rights against such
Purchased Loans and the related Purchased Loan Files and the Servicing Records. Buyer shall deposit the Purchased Loan Files representing
the Purchased Loans, or direct that the Purchased Loan Files be deposited directly, with the Custodian. The Purchased Loan Files
shall be maintained in accordance with the Custodial Agreement. Any Purchased Loan Files not delivered to Buyer or its designee
(including the Custodian) are and shall be held in trust by Seller or its designee for the benefit of Buyer as the owner thereof.
Seller or its designee shall maintain a copy of the Purchased Loan File and the originals of the Purchased Loan Files not delivered
to Buyer or its designee. The possession of the Purchased Loan Files by Seller or its designee is at the will of Buyer for the
sole purpose of servicing the related Purchased Loan, and such retention and possession by Seller or its designee is in a custodial
capacity only. The books and records (including, without limitation, any computer records or tapes) of Seller or its designee shall
be marked appropriately to reflect clearly the sale of the related Purchased Loan to Buyer. Seller or its designee (including the
Custodian) shall release its custody of the Purchased Loan Files only in accordance with written instructions from Buyer and in
accordance with the provisions of the Custodial Agreement, unless such release is required as incidental to the servicing of the
Purchased Loans, is in connection with a repurchase of any Purchased Loan by Seller or as otherwise required by law.


 


(e) Unless
an Event of Default shall have occurred and be continuing, Seller shall exercise all voting, consent, corporate and decision-making
rights with respect to the Purchased Loans, provided that Seller shall not enter into any amendment or modification, or grant any
waivers under, the Purchased Loan Documents for any Purchased Loan, to the extent that such amendment, modification or waiver constitutes
a Significant Modification with respect to such Purchased Loan, without Buyer’s prior written consent thereto, which consent
may be given or withheld by Buyer in its sole and absolute discretion. Upon the occurrence and during the continuation of an Event
of Default, Buyer shall be entitled to exercise all voting, consent, corporate, and decision-making rights with respect to the
Purchased Loans without regard to Seller’s instructions.


 






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		8.	SALE, TRANSFER, HYPOTHECATION OR PLEDGE OF PURCHASED LOANS



 


(a) Title
to all Purchased Loans shall pass to Buyer on the applicable Purchase Date, and Buyer shall have free and unrestricted use of all
Purchased Loans, subject, however, to the terms of this Agreement. Nothing in this Agreement or any other Transaction Document
shall preclude Buyer from engaging in repurchase transactions with the Purchased Loans or otherwise selling, transferring, pledging,
repledging, hypothecating, or rehypothecating the Purchased Loans, but no such transaction shall relieve Buyer of its obligations
to transfer the Purchased Loans to Seller pursuant to Section 3 of this Agreement or of Buyer’s obligation to credit
or pay Available Income to, or apply Available Income to the obligations of, Seller pursuant to Section 5 hereof.


 


(b) Nothing
contained in this Agreement or any other Transaction Document shall obligate Buyer to segregate any Purchased Loans delivered to
Buyer by Seller. Notwithstanding anything to the contrary in this Agreement or any other Transaction Document, no Purchased Loan
shall remain in the custody of Seller or an Affiliate of Seller.


 


		9.	REPRESENTATIONS



 


(a) Buyer
represents and warrants to Seller as follows:


 


		(i)	Organization. Buyer has the power and authority to execute, deliver, and perform its obligations
under this Agreement and the other Transaction Documents.



 


		(ii)	Due Execution; Enforceability. The Transaction Documents have been duly executed and delivered
by Buyer, for good and valuable consideration. The Transaction Documents constitute the legal, valid and binding obligations of
Buyer, enforceable against Buyer in accordance with their respective terms subject to bankruptcy, insolvency, and other limitations
on creditors’ rights generally and to equitable principles.



 


		(iii)	Non-Contravention. None of the execution and delivery of the Transaction Documents, the
consummation by Buyer of the transactions contemplated by the Transaction Documents (or any of them), nor compliance by Buyer with
the terms, conditions and provisions of the Transaction Documents (or any of them) will conflict with or result in a breach of
any of the terms, conditions or provisions of (i) the organizational documents of Buyer, (ii) any contractual obligation to which
Buyer is now a party or by which it is otherwise bound or to which the assets of Buyer are subject or constitute a default thereunder,
or result thereunder in the creation or imposition of any lien upon any of the assets of Buyer, (iii) any judgment or order, writ,
injunction, decree or demand of any court applicable to Buyer, or (iv) any applicable Requirement of Law, in the case of clauses
(ii)-(iv) above, to the extent that such conflict or breach would have a material adverse effect upon Buyer’s ability to
perform its obligations hereunder.



 






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(b) Seller
represents and warrants to Buyer that as of the Closing Date, as of each Purchase Date and at all times while this Agreement and
any Transaction is in effect (for purposes hereof, all references to the term “Seller” in this Section 9(b) shall be
deemed to mean and refer to Master Seller together with each Series Seller which is a party to this Agreement as of the date the
applicable representation and warranty is made or deemed made):


 


		(i)	Organization. Master Seller is duly formed, validly existing and in good standing under
the laws and regulations of the state of Master Seller’s formation and is duly licensed, qualified, and in good standing
in every state where such licensing or qualification is necessary for the transaction of Seller’s business. Seller has the
power to own and hold the assets it purports to own and hold, to carry on its business as now being conducted and proposed to be
conducted, and to execute, deliver, and perform its obligations under this Agreement and the other Transaction Documents.



 


		(ii)	Due Execution; Enforceability. The Transaction Documents have been duly executed and delivered
by Seller, for good and valuable consideration. The Transaction Documents constitute the legal, valid and binding obligations of
Seller, enforceable against Seller in accordance with their respective terms subject to bankruptcy, insolvency, and other limitations
on creditors’ rights generally and to equitable principles.



 


		(iii)	Non-Contravention. None of the execution and delivery of the Transaction Documents, the
consummation by Seller of the transactions contemplated by the Transaction Documents (or any of them), nor compliance by Seller
with the terms, conditions and provisions of the Transaction Documents (or any of them) will conflict with or result in a breach
of any of the terms, conditions or provisions of (i) the organizational documents of Seller, (ii) any contractual obligation to
which Seller is now a party or by which it is otherwise bound or to which the assets of Seller are subject or constitute a default
thereunder, or result thereunder in the creation or imposition of any lien upon any of the assets of Seller, other than pursuant
to the Transaction Documents, (iii) any judgment or order, writ, injunction, decree or demand of any court applicable to Seller,
or (iv) any applicable Requirement of Law, in the case of clauses (ii)-(iv) above, to the extent that such conflict or breach would
have a material adverse effect upon Seller’s ability to perform its obligations hereunder. Seller has all necessary licenses,
permits and other consents from Governmental Authorities necessary to acquire, own and sell the Purchased Loans and for the performance
of its obligations under the Transaction Documents.



 






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		(iv)	Litigation; Requirements of Law. There is no action, suit, proceeding, investigation, or
arbitration pending or, to the best knowledge of Seller, threatened against Seller, the Sponsor or any of their respective assets,
nor is there any action, suit, proceeding, investigation, or arbitration pending or threatened against the Sponsor which may result
in a Material Adverse Effect. Seller is in compliance in all material respects with all Requirements of Law applicable to Seller.
Neither Seller nor the Sponsor is in default in any material respect with respect to any judgment, order, writ, injunction, decree,
rule or regulation of any arbitrator or Governmental Authority.



 


		(v)	No Broker. Seller has not dealt with any broker, investment banker, agent, or other Person
(other than Buyer or an Affiliate of Buyer) who may be entitled to any commission or compensation in connection with the sale of
Purchased Loans pursuant to any of the Transaction Documents.



 


		(vi)	Good Title to Purchased Loans. Immediately prior to the purchase of any Purchased Loan by
Buyer from Seller, Seller owned such Purchased Loan free and clear of any lien, encumbrance or impediment to transfer (including
any “adverse claim” as defined in Section 8-102(a)(1) of the UCC), and Seller is the record and beneficial owner of
and has good and marketable title to and the right to sell and transfer such Purchased Loan to Buyer and, upon transfer of such
Purchased Loan to Buyer, Buyer shall be the owner of such Purchased Loan free of any adverse claim, subject to the rights of Seller
pursuant to the terms of this Agreement, and subject to the terms and conditions of any participation agreement, co-lender agreement,
intercreditor agreement or similar agreement with respect to any Purchased Loan that is a Senior Interest. In the event that any
Transaction is characterized as a secured financing of the related Purchased Loans, the provisions of this Agreement are effective
to create in favor of Buyer a valid “security interest” (as defined in Section 1-201(b)(37) of the UCC) in all rights,
title and interest of Seller in, to and under the Collateral and Buyer shall have a valid perfected first priority security interest
in such Purchased Loans.



 


		(vii)	No Default. No Default or Event of Default exists under or with respect to the Transaction
Documents.



 






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		(viii)	Representations and Warranties Regarding the Purchased Loans; Delivery of Preliminary Due Diligence
Package and Purchased Loan File. With respect to each Purchased Loan sold hereunder and each pool of Purchased Loans sold in
a Transaction hereunder, each of the Purchased Loan Representations applicable to such Purchased Loan are true and correct, except
as disclosed to Buyer in writing prior to the Purchase Date for the applicable Purchased Loan and approved by Buyer in its sole
and absolute discretion (and, if approved, set forth on Schedule 3 to the Confirmation for such Purchased Loan). It is understood
and agreed that the Purchased Loan Representations shall survive delivery of the respective Purchased Loan File to Buyer or its
designee (including the Custodian) and shall remain true and correct at all times while this Agreement is in effect. With respect
to each Purchased Loan, the Preliminary Due Diligence Package delivered to Buyer in connection with such Purchased Loan is complete,
true and accurate to the best of Seller’s knowledge (including, but not limited to, complete, true and accurate with respect
to the disclosure of any direct or indirect ownership interests of Seller or its Affiliates in the Mortgagor). With respect to
each Purchased Loan, the Mortgage Note the Mortgage, the Assignment of Mortgage and any other documents required to be delivered
under this Agreement and the Custodial Agreement for such Purchased Loan have been delivered to Buyer or the Custodian on its behalf.
Seller or its designee is in possession of a complete, true and accurate Purchased Loan File with respect to each Purchased Loan,
except for such documents the originals of which have been delivered to the Custodian.



 


		(ix)	Adequate Capitalization; No Fraudulent Transfer. Seller has, as of the Purchase Date, adequate
capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated
business operations. Seller is generally able to pay, and as of the date hereof is paying, its debts as they come due. Seller is
not insolvent nor will Seller be made insolvent by virtue of Seller’s execution of or performance under any of the Transaction
Documents within the meaning of the bankruptcy laws or the insolvency laws of the United States, the State of New York or any other
jurisdiction under which Seller is organized or qualified to do business. Seller has not entered into any Transaction Document
or any Transaction pursuant thereto in contemplation of insolvency or with intent to hinder, delay or defraud any creditor.



 


		(x)	Consents. No consent, approval or other action of, or filing by Seller with, any Governmental
Authority or any other Person is required to authorize, or is otherwise required in connection with, the execution, delivery and
performance by Seller of any of the Transaction Documents (other than consents, approvals and filings that have been obtained or
made, as applicable).



 


		(xi)	Ownership. The direct, and to the extent depicted, the indirect, ownership interests in
Seller and Sponsor are as set forth on the organizational chart attached hereto as Exhibit VII hereto.



 


		(xii)	Organizational Documents. Seller has delivered to Buyer certified copies of its organizational
documents, together with all amendments thereto, if any.



 






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		(xiii)	No Encumbrances. Subject to the terms of this Agreement, and subject to the terms and conditions
of any participation agreement, co-lender agreement, intercreditor agreement with respect to any Purchased Loan that is a Senior
Interest, there are (i) no outstanding rights, options, warrants or agreements on the part of Seller for a purchase, sale or issuance,
in connection with the Purchased Loans, and (ii) no agreements on the part of Seller to issue, sell or distribute the Purchased
Loans.



 


		(xiv)	Federal Regulations. Seller is not (A) required to register as an “investment company”
under the Investment Company Act of 1940, as amended, or (B) a “holding company,” or a “subsidiary company of
a holding company,” or an “affiliate” of either a “holding company” or a “subsidiary company
of a holding company,” as such terms are defined in the Public Utility Holding Company Act of 1935, as amended.



 


		(xv)	Taxes. Seller has filed or caused to be filed all federal and other material Tax returns
which would be delinquent if they had not been filed on or before the date hereof and has paid all Taxes shown to be due and payable
on or before the date hereof on such returns or on any assessments made against it or any of its property and all other Taxes,
fees or other charges imposed on it and any of its assets by any Governmental Authority except for any such Taxes as are being
appropriately contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves
have been provided in accordance with GAAP; no Tax liens have been filed against any of Seller’s assets and, to the best
knowledge of Seller, no claims are being asserted with respect to any such Taxes, fees or other charges.



 


		(xvi)	ERISA. Neither Seller nor any of its ERISA Affiliates sponsors, maintains, contributes to,
or has within the immediately preceding five calendar years sponsored, maintained or contributed to, any Plans or Multiemployer
Plans, the liability for which could reasonably be expected in the aggregate to result in a Material Adverse Effect.



 


		(xvii)	Judgments/Bankruptcy. Except as disclosed in writing to Buyer there are no judgments against
Seller or Sponsor unsatisfied of record or docketed in any court located in the United States of America and no Act of Insolvency
has ever occurred with respect to Seller or Sponsor.



 


		(xviii)	Full and Accurate Disclosure. No information contained in the Transaction Documents, or
any written statement furnished by or on behalf of Seller pursuant to the terms of the Transaction Documents, contains any untrue
statement of a material fact or, to Seller’s knowledge, omits to state a material fact necessary to make the statements contained
herein or therein not misleading in light of the circumstances under which they were made.



 






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		(xix)	Financial Information. All financial data concerning Seller that has been delivered by or
on behalf of Seller to Buyer is true, complete and correct in all material respects and has been prepared in accordance with GAAP.
Since the delivery of such data, except as otherwise disclosed in writing to Buyer, there has been no change in the financial position
of Seller, or in the results of operations of Seller, which change is reasonably likely to result in a Material Adverse Effect.



 


		(xx)	Reserved.



 


		(xxi)	Notice Address; Jurisdiction of Organization. On the date of this Agreement, Seller’s
address for notices is as set forth on Annex I. Seller’s jurisdiction of formation is Delaware. The location where
Seller keeps its books and records, including all computer tapes and records relating to the Collateral, is its notice address.



 


		(xxii)	Prohibited Person. (a) None of the funds or other assets of Seller constitute property of,
or are, to Seller’s knowledge, beneficially owned, directly or indirectly, by a Prohibited Person with the result that the
investment in Seller (whether directly or indirectly) is prohibited by law or the entering into this Agreement by Buyer is in violation
of law; (b) to Seller’s knowledge, no Prohibited Person has any interest of any nature whatsoever in Seller with the result
that the investment in Seller (whether directly or indirectly) is prohibited by law or the entering into this Agreement is in violation
of law; (c) to Seller’s knowledge, none of the funds of Seller have been derived from any unlawful activity with the result
that the investment in Seller (whether directly or indirectly) is prohibited by law or the entering into this Agreement is in violation
of law; (d) to Seller’s knowledge, Seller has not conducted and will not conduct any business and has not engaged and will
not engage in any transaction dealing with any Prohibited Person; and (e) Seller is not a Prohibited Person and has not been convicted
of a felony or a crime which if prosecuted under the laws of the United States of America would be a felony.



 


		10.	NEGATIVE COVENANTS OF SELLER



 


During the term of this
Agreement and so long as any Transaction is in effect hereunder, Seller shall not without the prior written consent of Buyer (for
purposes hereof, all references to the term “Seller” in this Section 10 shall be deemed to mean and refer to Master
Seller together with each Series Seller which is a party to this Agreement as of the applicable date):


 


(a) take
any action which would directly or indirectly impair or adversely affect Buyer’s title to any of the Purchased Loans;


 






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(b) transfer,
assign, convey, grant, bargain, sell, set over, deliver or otherwise dispose of, or pledge, encumber or hypothecate, directly or
indirectly (any of the foregoing, a “Transfer”), any interest in the Purchased Loans (or any of them) to any
Person other than Buyer, or engage in repurchase transactions or similar transactions with respect to the Purchased Loans (or any
of them) with any Person other than Buyer;


 


(c) change
its name or its jurisdiction of organization from the jurisdiction referred to in Section 9(b)(xxi) unless it shall have provided
Buyer thirty (30) days’ prior written notice of such change;


 


(d) create,
incur or permit to exist any lien, encumbrance or security interest in or on any of the Purchased Loans or the other Collateral,
except for any liens created in favor of Buyer under this Agreement or the other Transaction Documents;


 


(e) modify
or terminate the Master Seller LLC Agreement or any of the organizational documents of Seller;


 


(f) enter
into, consent or assent to any amendment or modification to, or termination of, or waiver of any provision of, any of the Purchased
Loan Documents relating to any Purchased Loan, to the extent that such amendment, modification, termination or waiver constitutes
a Significant Modification with respect to such Purchased Loan;


 


(g) transfer
or permit to be transferred any direct or indirect ownership interests in Seller, or take any action or permit any action to be
taken, if any such transfers and/or actions, individually or in the aggregate, would result in a Change of Control.


 


(h) take
any action, file any Tax return, or make any election inconsistent with the treatment of Seller, for purposes of federal, state
and local income taxes, as a disregarded entity, including making an election under Section 301.7701-3(a) of the Treasury Regulations
to be treated as an association taxable as a corporation for federal income tax purposes;


 


(i) after
the occurrence and during the continuation of any Event of Default, make any distribution, payment on account of, or set apart
assets for, a sinking or other analogous fund for the purchase, redemption, defeasance, retirement or other acquisition of any
equity or ownership interest of Seller, whether now or hereafter outstanding, or make any other distribution in respect thereof,
either directly or indirectly, whether in cash or property or in obligations of Seller;


 


(j) send
a payment redirection letter to the Mortgagor of any Purchased Loan, or otherwise instruct any Mortgagor, to make any payment due
on a Purchased Loan to any account, other than the Applicable Servicer Account or Cash Management Account;


 


(k) sponsor
or maintain any Plans or make any contributions to, or have any liability or obligation (direct or contingent) with respect to,
any Plan or Multiemployer Plan or permit any ERISA Affiliate to sponsor or maintain any Plans or make any contributions to, or
have any liability or obligation (direct or contingent) with respect to, any Plan or Multiemployer Plan other than Plans or Multiemployer
Plans the liability for which would not reasonably be expected in the aggregate to result in a Material Adverse Effect;


 






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(l) engage
in any transaction that would cause any obligation or action taken or to be taken hereunder (or the exercise by Buyer of any of
its rights under this Agreement, the Purchased Loans or any Transaction Document) to be a non-exempt prohibited transaction under
Section 406 of ERISA, Section 4975 of the Code or substantially similar provisions under any other federal, state or local
laws, rules or regulations (“Similar Law”); provided, however, that Buyer is not using plan assets
within the meaning of 29 C.F.R. § 2510.3-101 as modified in operation by Section 3(42) of ERISA or assets of a plan subject
to a Similar Law;


 


(m) make
any future advances under any Purchased Loan to any underlying obligor that are not expressly required by the related Purchased
Loan Documents;


 


(n) seek
its dissolution, liquidation or winding up, in whole or in part;


 


(o) incur
any Indebtedness except as provided in Section 12(i) or otherwise cease to be a Single-Purpose Entity.


 


(p) exercise
any remedies under the Purchased Loan Documents for any Purchased Loan as to which a Purchased Loan Event of Default has occurred
including, without limitation, the commencement or prosecution of any foreclosure proceeding, the exercise of any power of sale,
the taking of a deed-in-lieu of foreclosure or other realization upon the security for any Purchased Loan;


 


(q) Transfer
or permit to be Transferred, in whole or in part, any Related Interest or Mezzanine Loan held by Seller or any Affiliate of Seller
or consent to the Transfer, in whole or in part, of any Related Interest or Mezzanine Loan held by any other Person, except to
a Qualified Institutional Lender;


 


(r) consent
to, or grant any waiver with respect to, any incurrence of additional debt by the Mortgagor or any mezzanine loan by any direct
or indirect beneficial owner of the Mortgagor;


 


(s) cause
any Purchased Loan to be serviced by any servicer other than a servicer expressly approved in writing by Buyer; or


 


(t) conduct
any business, nor engage in any transaction or dealing, with any Prohibited Person, including, but not limited to, the making or
receiving of any contribution of funds, goods, or services, to or for the benefit of a Prohibited Person; or engage in or conspire
to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the
prohibitions set forth in Executive Order 13224 issued on September 24, 2001. Seller further covenants and agrees to deliver (from
time to time) to Buyer any such certification or other evidence as may be requested by Buyer in its sole and absolute discretion,
confirming that Seller has not, to its knowledge, engaged in any business, transaction or dealings with a Prohibited Person, including,
but not limited to, the making or receiving of any contribution of funds, goods, or services, to or for the benefit of a Prohibited
Person.


 






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		11.	AFFIRMATIVE COVENANTS OF SELLER



 


During the term of this Agreement and so long
as any Transaction is in effect hereunder (for purposes hereof, all references to the term “Seller” in this Section
11 shall be deemed to mean and refer to Master Seller together with each Series Seller which is a party to this Agreement as of
the applicable date):


 


(a) Seller
shall promptly notify Buyer of any Material Adverse Effect.


 


(b) Seller
shall provide Buyer with copies of such documents as Buyer may reasonably request evidencing the truthfulness of the representations
set forth in Section 9(b).


 


(c) Seller
(i) shall defend the right, title and interest of Buyer in and to the Collateral against, and take such other action as is necessary
to remove, the liens, security interests, claims and demands of all Persons (other than security interests by or through Buyer)
and (ii) shall, at Buyer’s reasonable request, take all action necessary to ensure that Buyer will have a first priority
security interest in the Purchased Loans subject to any of the Transactions in the event such Transactions are recharacterized
as secured financings.


 


(d) Seller
shall notify Buyer and the Depository of the occurrence of any Default or Event of Default as soon as possible but in no event
later than the second (2nd) Business Day after obtaining actual knowledge of such event.


 


(e) Seller
shall give notice to Buyer of the following (except in the case of clause (i) below, accompanied by an officer’s certificate
setting forth details of the occurrence referred to therein and stating what actions Seller has taken or proposes to take with
respect thereto):


 


		(i)	with respect to any Purchased Loan sold to Buyer hereunder, promptly following receipt of any unscheduled
Principal Payment (in full or in part);



 


		(ii)	with respect to any Purchased Loan sold to Buyer hereunder, promptly following receipt by Seller
of notice or knowledge that the related Mortgaged Property has been damaged by waste, fire, earthquake or earth movement, windstorm,
flood, tornado or other casualty, or otherwise damaged so as, in each case, to affect adversely the value of such Mortgaged Property;



 


		(iii)	promptly following receipt of notice by Seller or knowledge of (i) the occurrence of any payment
default or other material default under the Purchased Loan Documents for any Purchased Loan, (ii) any lien or security interest
(other than security interests created hereby) on, or claim asserted against, any Purchased Loan or, to the best knowledge Seller,
the underlying collateral therefor or (iii) any event or change in circumstances that has or could reasonably be expected to have
an adverse effect on the Market Value of a Purchased Loan; and



 






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		(iv)	promptly, and in any event within three (3) Business Days after service of process on any of the
following, give to Buyer notice of all litigation, actions, suits, arbitrations, investigations (including, without limitation,
any of the foregoing which are pending or threatened) or other legal or arbitrable proceedings affecting Seller or affecting any
of the assets of Seller before any Governmental Authority that (i) questions or challenges the validity or enforceability of any
of the Transaction Documents or any action to be taken in connection with the transactions contemplated hereby, (ii) makes a claim
or claims in an aggregate amount greater than $100,000, or (iii) which, individually or in the aggregate, if adversely determined
could reasonably be likely to have a Material Adverse Effect.



 


(f) Seller
shall deliver to Buyer (i)  notice of the occurrence of any Purchased Loan Event of Default promptly (and in any event not
later than two (2) Business Days) after the earlier of the date that Seller receives notice or has actual knowledge thereof and
(ii) any other information with respect to any Purchased Loan as may be reasonably requested by Buyer from time to time.


 


(g) Seller
will permit Buyer or its designated representative to inspect Seller’s records with respect to the Collateral and the conduct
and operation of its business related thereto upon reasonable prior written notice from Buyer or its designated representative,
at such reasonable times and with reasonable frequency, and to make copies of extracts of any and all thereof, subject to the terms
of any confidentiality agreement between Buyer and Seller.


 


(h) At
any time from time to time upon the reasonable request of Buyer, at the sole expense of Seller, Seller will promptly and duly execute
and deliver to Buyer such further instruments and documents and take such further actions as Buyer may reasonably request for the
purposes of obtaining or preserving the full benefits of this Agreement including the security interests granted hereunder and
of the rights and powers herein granted (including, among other things, filing such UCC financing statements as Buyer may reasonably
request). If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory
note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to Buyer, duly endorsed
in a manner reasonably satisfactory to Buyer, to be held as Collateral pursuant to this Agreement, and the documents delivered
in connection herewith.


 


(i) Seller
shall provide Buyer with the following financial and reporting information:


 


		(i)	Within 45 days after the last day of each of the first three fiscal quarters in any fiscal year,
Sponsor’s consolidated and unaudited statements of income and statements of changes in cash flow for such quarter and balance
sheets as of the end of such quarter, in each case presented fairly in accordance with GAAP and certified as being true and correct
by an officer’s certificate;



 






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		(ii)	Within 120 days after the last day of its fiscal year, Sponsor’s consolidated and audited
statements of income and statements of changes in cash flow for such year and balance sheets as of the end of such year, in each
case presented fairly in accordance with GAAP, and accompanied, in all cases, by an unqualified report of a nationally recognized
independent certified public accounting firm reasonably acceptable to Buyer;



 


		(iii)	Within 30 days after the last day of each calendar month, any and all property level financial
information (including without limitation rent rolls and operating statements) received with respect to the Purchased Loan by Seller
or an Affiliate during such calendar month; and



 


		(iv)	Within 45 days after the last day of each of the first, second and third quarters and within 60
days after the last day of the fourth quarter in any fiscal year, an officer’s certificate from Seller addressed to Buyer
certifying that, as of the end of such quarter, (x) Seller is in compliance with all of the terms, conditions and requirements
of this Agreement, (y) no Default or Event of Default exists and (z) Sponsor is in compliance with the financial covenants set
forth in Section 5 of the Guaranty (including a calculation of each such financial covenant).



 


(j) Seller
shall at all times comply in all material respects with all laws, ordinances, rules and regulations of any federal, state, municipal
or other public authority having jurisdiction over Seller or any of its assets and Seller shall do or cause to be done all things
reasonably necessary to preserve and maintain in full force and effect its legal existence, and all licenses material to its business.


 


(k) Seller
shall at all times keep proper books of records and accounts in which full, true and correct entries shall be made of its transactions
in accordance with GAAP and set aside on its books from its earnings for each fiscal year all such proper reserves in accordance
with GAAP.


 


(l) Seller
shall observe, perform and satisfy all the terms, provisions, covenants and conditions required to be observed, performed or satisfied
by it, and shall pay when due all costs, fees and expenses required to be paid by it, under the Transaction Documents. Seller shall
pay and discharge all Taxes, levies, liens and other charges on its assets and on the Collateral that, in each case, in any manner
would create any lien or charge upon the Collateral, except for any such Taxes as are being appropriately contested in good faith
by appropriate proceedings diligently conducted and with respect to which adequate reserves have been provided in accordance with
GAAP in all material respects. Seller shall timely file all Tax returns required to be filed by it or with respect to all or any
portion of the Collateral.


 


(m) Seller
shall advise Buyer in writing of the opening of any new chief executive office or the closing of any such office and of any change
in Seller’s name or organizational structure or the places where the books and records pertaining to the Purchased Loan are
held not less than thirty (30) days prior to taking any such action. Seller shall also give Buyer prompt written notice of any
transfer of direct ownership interests in Seller and any transfer of more than 10% of the direct ownership interests in Sponsor.


 






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(n) Seller
will maintain records with respect to the Collateral and the conduct and operation of its business with no less a degree of prudence
than if the Collateral were held by Seller for its own account and will furnish Buyer, upon reasonable request by Buyer or its
designated representative, with reasonable information reasonably obtainable by Seller with respect to the Collateral and the conduct
and operation of its business.


 


(o) Seller
shall provide Buyer with reasonable access to any operating statements, any occupancy status and any other property level information,
with respect to the Mortgaged Properties, plus any such additional reports as Buyer may reasonably request.


 


(p) Master
Seller shall maintain its existence as a limited liability company, organized solely and in good standing under the law of the
State of Delaware (unless Seller shall have given Buyer at least thirty (30) days’ prior written notice that Seller intends
to change the jurisdiction of its organization) and Seller shall not otherwise change its organizational structure, without the
prior written approval of Buyer, which approval shall not be unreasonably withheld, conditioned or delayed.


 


(q) Seller
may propose, and Buyer will consider, but shall be under no obligation to approve, strategies for the foreclosure or other realization
upon the security for any Purchased Loan with respect to which a Purchased Loan Event of Default has occurred.


 


		12.	SINGLE-PURPOSE ENTITY



 


Seller hereby represents
and warrants to Buyer, and covenants with Buyer, that as of the date hereof and so long as this Agreement or any of the Transaction
Documents shall remain in effect (for purposes hereof, all references to the term “Seller” in this Section 12 shall
be deemed to mean and refer to Master Seller together with each Series Seller which is a party to this Agreement as of the applicable
date):


 


(a) It
is and intends to remain solvent and it has paid and will pay its debts and liabilities (including employment and overhead expenses)
from its own assets as the same shall become due.


 


(b) It
has complied and will comply with the provisions of its organizational documents.


 


(c) It
has done or caused to be done and will, to the extent under its control, do all things necessary to observe all limited liability
company formalities and to preserve its existence.


 


(d) It
has maintained and will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates,
its members and any other Person, and it will file its own Tax returns, if any, which are required by law (except to the extent
consolidation is required or permitted under GAAP or as a matter of law).


 






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(e) It
has been, is and will be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any
other entity (including any Affiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall
conduct business in its own name, shall not identify itself or any of its Affiliates as a division or part of the other, shall
maintain and utilize separate stationery, invoices and checks, and shall pay to any Affiliate that incurs costs for office space
and administrative services that it uses, the amount of such costs allocable to its use of such office space and administrative
services.


 


(f) It
has not owned and will not own any property or any other assets other than the Purchased Loans, cash and other assets incidental
to the origination, acquisition, ownership, hedging, administering, financing and disposition of Purchased Loans.


 


(g) It
has not engaged and will not engage in any business other than the origination, acquisition, ownership, hedging, administering,
financing and disposition of the Purchased Loans in accordance with the applicable provisions of the Transaction Documents.


 


(h) It
has not entered into, and will not enter into, any contract or agreement with any of its Affiliates, except upon terms and conditions
that are substantially similar to those that would be available on an arm’s-length basis with Persons other than such Affiliate.


 


(i) It
has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent
(including guaranteeing any obligation), other than (A) obligations under the Transaction Documents and (B) unsecured trade payables,
in an aggregate amount (for Master Seller and each Series Seller, collectively) not to exceed $250,000 at any one time outstanding,
incurred in the ordinary course of originating, acquiring, owning, financing and disposing of Eligible Loans; provided,
however, that any such trade payables incurred by Seller shall be paid within 60 days of the date incurred.


 


(j) It
has not made and will not make any loans or advances (other than Eligible Loans) to any other Person, and shall not acquire obligations
or securities of any member or any Affiliate of any member (other than in connection with the acquisition of the Eligible Loans)
or any other Person.


 


(k) It
has maintained and intends to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its
size and character and in light of its contemplated business operations.


 


(l) It
has not commingled and will not commingle its funds and other assets with those of any of its Affiliates or any other Person (except
with Master Seller and other Series Sellers as contemplated under Section 5 hereof).


 


(m) It
has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or
identify its individual assets from those of any of its Affiliates or any other Person.


 


(n) It
has not held and will not hold itself out to be responsible for the debts or obligations of any other Person.


 






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(o) It
shall not take any of the following actions without the affirmative vote of the Independent Director: (i) permit its members to
dissolve or liquidate Seller, in whole or in part; (ii) consolidate or merge with or into any other entity or convey or transfer
all or substantially all of its properties and assets to any entity; or (iii) institute any proceeding to be adjudicated as bankrupt
or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or
consent seeking reorganization or relief under the Bankruptcy Laws, or effect any similar procedure under any similar law, or consent
to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee
or sequestrator (or other similar official) of Seller or of any substantial part of its property, or ordering the winding up or
liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts
generally as they become due, or take any action in furtherance of any of the foregoing.


 


(p) It
has no liabilities, contingent or otherwise, other than those normal and incidental to the origination, acquisition, ownership,
hedging, financing and disposition of the Purchased Loans.


 


(q) It
is an entity disregarded as a separate entity or treated as a partnership for federal income tax purposes and has not made any
election under Section 301.7701-3(a) of the Treasury Regulations to be treated as an association taxable as a corporation for federal
income tax purposes.


 


(r) It
has not and shall not maintain any employees.


 


(s) (i)
It will have at all times at least one (1) Independent Director and (ii) provide Buyer with up-to-date contact information for
all Independent Director(s) and a copy of the agreement pursuant to which each Independent Director consents to and serves as an
“Independent Director” for Seller.


 


(t) It
has not pledged and will not pledge its assets to secure the obligations of any other Person.


 


(u) It
has not and will not guarantee any obligation of any Person, including any Affiliate or become obligated for the debts of any other
Person or hold out its credit as being available to pay the obligations of any other Person.


 


(v) It
will not, to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or transfer
of all or substantially all of its assets.


 


(w) It
will not form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity
interest in any other entity.


 


(x) The
Master Seller LLC Agreement shall provide that (i) no Independent Director of Seller may be removed or replaced without Cause,
(ii) Buyer be given at least two (2) Business Days prior notice of the removal and/or replacement of the Independent Director,
together with the name and contact information of the replacement Independent Director and evidence of the replacement’s
satisfaction of the definition of Independent Director and (iii) any Independent Director of Seller shall not have any fiduciary
duty to anyone including the holders of the equity interests in Seller and any Affiliates of Seller except Seller and the creditors
of Seller with respect to taking of, or otherwise voting on, any of the actions contemplated by Section 12(o) above; provided,
that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing.


 






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		13.	EVENTS OF DEFAULT; REMEDIES



 


(a) After
the occurrence and during the continuance of an Event of Default, Seller hereby appoints Buyer as attorney-in-fact of Seller for
the purpose of carrying out the provisions of this Agreement and taking any action and executing or endorsing any instruments that
Buyer may deem necessary or advisable to accomplish the purposes hereof, which appointment as attorney-in-fact is irrevocable and
coupled with an interest.


 


(I) Each of the following shall constitute a “Facility
Event of Default”:


 


		(i)	an Act of Insolvency occurs with respect to Seller, Sponsor, Member or any of their respective
Affiliates;



 


		(ii)	Seller, Sponsor or Member shall admit its inability to, or its intention not to, perform any of
its obligations hereunder or under any of the Transaction Documents,



 


		(iii)	either (A) the Transaction Documents shall for any reason not cause, or shall cease to cause, Buyer
to be the owner free of any adverse claim (other than the rights of Seller pursuant to this Agreement) of any of the Purchased
Loans, or (B) the Transaction Documents with respect to any Transaction shall for any reason cease to create a valid first priority
security interest in favor of Buyer in any of the Purchased Loans;



 


		(iv)	failure of Master Seller to make any payment owing to Buyer which has become due under this Agreement
or any other Transaction Document (other than any monetary Transaction Event of Default by any Series Seller under Sections 13(a)(II)(i)-(iv)
of this Agreement), whether by acceleration or otherwise under the terms of this Agreement or the other Transaction Documents,
which failure is not remedied within five (5) Business Days;



 


		(v)	any governmental, regulatory, or self-regulatory authority shall have taken any action to remove,
limit, restrict, suspend or terminate the rights, privileges, or operations of Seller, which suspension results in or is reasonably
likely to result in a Material Adverse Effect;



 


		(vi)	a Change of Control shall have occurred that has not been consented to by Buyer in writing;



 






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		(vii)	any representation made by Seller or Sponsor in this Agreement or the other Transaction Documents
shall have been incorrect or untrue in any material respect when made or repeated or deemed to have been made or repeated, which
incorrect or untrue representation, to the extent such breach is reasonably susceptible to cure, is not cured within five (5) Business
Days after the earlier of notice thereof from Buyer or Seller obtaining actual knowledge of such breach (unless Seller shall have
made any such representation with actual knowledge that it was materially incorrect or untrue at the time made, in which case such
breach shall constitute an immediate Facility Event of Default); provided, however, that the breach of any Purchased
Loan Representations made by Seller with respect to any Purchased Loan in any Transaction Document shall not be considered a Facility
Event of Default if incorrect or untrue (but such breach may be a Transaction Event of Default as and to the extent provided in
Section 13(a)(II)(vi)), unless Seller shall have made any such representation with knowledge that it was materially incorrect or
untrue at the time made, in which case such breach shall constitute an immediate Facility Event of Default;



 


		(viii)	either (A) the Sponsor shall fail to observe any of the financial covenants set forth in Section
5 of the Guaranty or shall have defaulted or failed to perform under the Guaranty or (B) Member shall have defaulted or failed
to perform under the Member Guaranty or (C) the Guaranty or Member Guaranty shall have been revoked, rescinded or otherwise cease
to be in full force and effect;



 


		(ix)	a final non-appealable judgment by any competent court in the United States of America for the
payment of money in an amount greater than $250,000 (in the case of Seller) or $20,000,000 (in the case of the Sponsor) (as such
amount may be adjusted pursuant to the last sentence of this Section 13(a)(I)) shall have been rendered against Seller or the Sponsor,
and remained undischarged or unpaid for a period of sixty (60) days, during which period execution of such judgment is not effectively
stayed by bonding over or other means acceptable to Buyer;



 


		(x)	Sponsor shall have defaulted or failed to perform under any note, indenture, loan agreement, guaranty,
repurchase agreement, short sale, futures contract (including Eurodollar futures) or options contract or any interest rate swap,
cap or collar agreement or derivatives transaction to which it is a party (other than a Transaction Document), which default (A)
involves the failure to pay a monetary obligation of $20,000,000 (as such amount may be adjusted pursuant to the last sentence
of this Section 13(a)(I)) or more, or (B) permits the acceleration of the maturity of obligations, or the declaration of a mandatory
early repurchase date or termination date with respect to indebtedness or obligations of $20,000,000 (as such amount may be adjusted
pursuant to the last sentence of this Section 13(a)(I)) or more, by any other party to or beneficiary of such note, indenture,
loan agreement, guaranty, repurchase agreement, swap agreement or other contract agreement or transaction due to the failure to
observe the financial covenants, if any, set forth therein; provided, however, that any such default, failure to
perform or breach shall not constitute a Facility Event of Default if Sponsor cures such default, failure to perform or breach,
as the case may be, within the grace period, if any, provided under the applicable agreement;



 






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		(xi)	Seller shall have defaulted or failed to perform under any note, indenture, loan agreement, guaranty,
repurchase agreement, swap agreement or any other contract, agreement or transaction to which it is a party, which default (A)
involves the failure to pay a monetary obligation of $250,000 or more, or (B) permits the acceleration of the maturity of obligations,
or the declaration of a mandatory early repurchase date or termination date with respect to indebtedness or obligations of $250,000
or more, by any other party to or beneficiary of such note, indenture, loan agreement, guaranty, repurchase agreement, swap agreement
or any other contract, agreement or transaction; provided, however, that any such default, failure to perform or
breach shall not constitute a Facility Event of Default if Seller cures such default, failure to perform or breach, as the case
may be, within the grace period, if any, provided under the applicable agreement;



 


		(xii)	if (A) Seller, Sponsor or any Affiliate of Seller or Sponsor defaults beyond any applicable grace
period in paying any amount or performing any obligation due to an Affiliated Hedge Counterparty under any Affiliated Hedging Transaction
or (B) Seller or Sponsor defaults beyond any applicable grace period in paying any amount or performing any obligation due to Buyer
or any Affiliate of Buyer under any other financing, swap, hedging, security or credit agreement between Seller or Sponsor and
Buyer or any Affiliate of Buyer;



 


		(xiii)	if Seller or Sponsor or shall breach or fail to perform any of the terms, covenants, obligations
or conditions of this Agreement or any other Transaction Document, other than as specifically otherwise referred to in this definition
of “Facility Event of Default”, and such breach or failure to perform is not remedied within ten (10) Business Days
after written notice thereof to Seller by Buyer, or its successors or assigns , or such other (shorter or longer) cure period (if
any) as may be expressly provided herein or in such Transaction Document (unless this Agreement or such other Transaction Document
expressly provides that such breach or failure constitutes an immediate Facility Event of Default, in which case no notice or cure
period shall apply); or



 


		(xiv)	prior to an internalization of management of Sponsor, Manager resigns or is removed, terminated
or otherwise no longer serves or is unable to serve as the asset manager and investment advisor of Sponsor pursuant to the Asset
Management Agreement or Manager is in material breach of its duties or obligations under the Asset Management Agreement, which
breach would give rise to a right to terminate the Asset Management Agreement pursuant to the terms thereof, beyond any applicable
notice and cure period and Manager is not replaced with a successor manager reasonably acceptable to Buyer pursuant to a replacement
Asset Management acceptable to Buyer within thirty (30) days.



 






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Seller
represents and warrants that each Other Financing Agreement to which Sponsor or any Affiliate thereof is a party as of the date
hereof (or which Sponsor or an Affiliate of Sponsor intend to enter into as of the date hereof) provide (or will provide) for
events of default similar to those set forth in Sections 13(a)(I)(ix) and (x) upon a judgment against Sponsor and/or such Affiliate
in an amount not less than $20,000,000 and upon default by Sponsor and/or Affiliate under any loan agreement or other agreement
referenced in paragraph (x) above involving any obligation of not less than $20,000,000. In the event that, after the date hereof,
Sponsor and/or any direct or indirect subsidiary of Sponsor shall (1) enter into any Other Financing Agreement which includes
a judgment or cross-default event of default similar to those in Sections 13(a)(I)(ix) and/or (x) above that is triggered by a
judgment or cross-default with respect to any obligation in an amount less than $20,000,000 or (2) no longer be party to any Other
Financing Agreement, then Seller shall deliver written notice thereof to Buyer and each reference to “$20,000,000” in
Sections 13(a)(I)(ix) and (x) shall automatically be deemed amended to refer to $10,000,000 or, in the case of clause (1) above,
the greater of $10,000,000 and the default trigger amount in such Other Financing Agreement (but in no event greater than $20,000,000).


 


(II) Each
of the following shall constitute a “Transaction Event of Default”:


 


		(i)	the applicable Series Seller fails to repurchase a Purchased Loan upon the applicable Repurchase
Date therefor



 


		(ii)	the applicable Series Seller fails to pay any Margin Deficit with respect to a Purchased Loan when
required pursuant to Section 4 hereof;



 


		(iii)	the applicable Series Seller fails to repurchase a Purchased Loan which is the subject of a Mandatory
Early Repurchase, as and when required pursuant to Section 3(l);



 


		(iv)	subject to the provisions of Section 5(e), the failure of Buyer to receive on any Remittance Date
the accrued and unpaid Price Differential for a Transaction;



 


		(v)	subject to the provisions of Section 5(e), the failure of any Affiliated Hedge Counterparty to receive on any Remittance Date
or on the Repurchase Date the accrued and unpaid amounts due under any applicable Affiliated Hedging Transaction and such failure
is not remedied within the applicable cure period (if any) set forth in the related Affiliated Hedging Transaction documents; or



 






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		(vi)	any Purchased Loan Representation with respect to any Purchased Loan in any Transaction Document shall have been incorrect
or untrue in any material respect when made or repeated or deemed to have been made or repeated and such incorrect or untrue Purchased
Loan Representation, to the extent such breach is reasonably susceptible to cure, continues unremedied for five (5) Business Days
after the earlier of notice thereof from Buyer or Seller obtaining actual knowledge of such breach (unless Seller shall have made
any such representation with actual knowledge that it was materially incorrect or untrue at the time made, in which case such breach
shall constitute an immediate Transaction Event of Default); provided that a Transaction Event of Default shall not be deemed
to have occurred if the applicable Series Seller terminates the related Transaction and repurchases the related Purchased Loan(s)
on an Early Repurchase Date no later than five (5) Business Days after notice from Buyer to the applicable Series Seller that such
Purchased Loan Representation is incorrect or untrue.



 


(b) If
a Facility Event of Default shall occur and be continuing, the following rights and remedies shall be available to Buyer:


 


		(i)	At the option of Buyer, exercised by written notice to Seller (which option shall be deemed to
have been exercised, even if no notice is given, immediately upon the occurrence of an Act of Insolvency), the Repurchase Date
for each Transaction hereunder shall, if it has not already occurred, be deemed immediately to occur (the date on which such option
is exercised or deemed to have been exercised being referred to hereinafter as the “Accelerated Repurchase Date”).



 


		(ii)	If Buyer exercises or is deemed to have exercised the option referred to in Section 13(b)(i) of
this Agreement:



 


		(A)	Seller’s obligations hereunder to repurchase all Purchased Loans shall become immediately
due and payable on and as of the Accelerated Repurchase Date; and



 


		(B)	the Repurchase Price with respect to each Transaction (determined as of the Accelerated Repurchase
Date) shall include the accrued and unpaid Price Differential with respect to each Purchased Loan accrued at the Pricing Rate applicable
upon the occurrence of an Event of Default; and



 


		(C)	the Custodian shall, upon the request of Buyer, deliver to Buyer all Purchased Loan Documents,
instruments, certificates and other documents then held by the Custodian relating to the Purchased Loans.



 






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		(iii)	Upon the occurrence of a Facility Event of Default, Buyer may (A) immediately sell, at a public
or private sale in a commercially reasonable manner and at such price or prices as Buyer may deem satisfactory in its sole and
absolute discretion any or all of the Purchased Loans or (B) in its sole and absolute discretion elect, in lieu of selling all
or a portion of such Purchased Loans, to give Seller credit for such Purchased Loans in an amount equal to the Market Value of
such Purchased Loans against the aggregate unpaid Repurchase Price for such Purchased Loans and any other amounts owing by Seller
under this Agreement or the Transaction Documents. The proceeds of any disposition of Purchased Loans effected pursuant to this
Section 13(b)(iii) shall be applied, (v) first, to the costs and expenses incurred by Buyer in connection with Seller’s
default; (w) second, to consequential damages, including, but not limited to, costs of cover, if any; (x) third,
to the Repurchase Price; and (y) fourth, to return any excess to Seller.



 


		(iv)	The parties acknowledge and agree that (1) the Purchased Loans subject to Transactions hereunder
are not instruments traded in a recognized market, and, in the absence of a generally recognized source for prices or bid or offer
quotations for any Purchased Loans, Buyer may establish the source therefor in its sole and absolute discretion and (2) all prices,
bids and offers shall be determined together with accrued Available Income (except to the extent contrary to market practice with
respect to the relevant Purchased Loans). The parties recognize that it may not be possible to purchase or sell all of the Purchased
Loans on a particular Business Day, or in a transaction with the same purchaser, or in the same manner because the market for such
Purchased Loans may not be liquid at such time. In view of the nature of the Purchased Loans, the parties agree that liquidation
of a Transaction or the Purchased Loans pursuant to this Section 13(b) or Section 13(c) does not require a public purchase or sale
and that a good faith private purchase or sale shall be deemed to have been made in a commercially reasonable manner. Accordingly,
Buyer may elect, in its sole and absolute discretion, the time and manner of liquidating any Purchased Loans pursuant to this Section
13(b) or Section 13(c), and nothing contained herein shall (A) obligate Buyer to liquidate any Purchased Loans on the occurrence
and during the continuance of an Event of Default or to liquidate all of the Purchased Loans in the same manner or on the same
Business Day or (B) constitute a waiver of any right or remedy of Buyer.



 


		(v)	Seller shall be liable to Buyer for (A) the amount of all expenses, including reasonable legal
fees and expenses, actually incurred by Buyer in connection with or as a consequence of an Event of Default, (B) all costs incurred
in connection with covering transactions, and (C) any other actual out-of-pocket loss, damage, cost or expense directly arising
or resulting from the occurrence of an Event of Default.



 






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		(vi)	Buyer shall have, in addition to its rights and remedies under the Transaction Documents, all of
the rights and remedies provided by applicable federal, state and local laws (including, without limitation, if the Transactions
are characterized as secured financings, the rights and remedies of a secured party under the UCC of the State of New York, to
the extent that the UCC is applicable, and the right to offset any mutual debt and claim), in equity, and under any other agreement
between Buyer and Seller. Without limiting the generality of the foregoing, Buyer shall be entitled to set off the proceeds of
the liquidation of the Purchased Loans against all of Seller’s obligations to Buyer under this Agreement, whether or not
such obligations are then due, without prejudice to Buyer’s right to recover any deficiency.



 


		(vii)	Subject to the notice and grace periods set forth herein, Buyer may exercise any or all of the
remedies available to Buyer immediately upon the occurrence of an Event of Default and at any time during the continuance thereof.
Except as expressly required herein or in the other Transaction Documents, Buyer shall not be required to give notice to Seller
or any other Person prior to exercising any remedy in respect of an Event of Default. All rights and remedies arising under the
Transaction Documents, as amended from time to time, are cumulative and not exclusive of any other rights or remedies which Buyer
may have.



 


		(viii)	Buyer may enforce its rights and remedies hereunder without prior judicial process or hearing,
and Seller hereby expressly waives any defenses Seller might otherwise have to require Buyer to enforce its rights by judicial
process. Seller also waives any defense Seller might otherwise have arising from the use of nonjudicial process, disposition of
any or all of the Purchased Loans, or from any other election of remedies. Seller recognizes that nonjudicial remedies are consistent
with the usages of the trade, are responsive to commercial necessity and are the result of a bargain at arm’s length.



 


		(ix)	Upon the designation of any Accelerated Repurchase Date, Buyer may, without prior notice to Seller,
set off any sum or obligation (whether or not arising under this Agreement, whether matured or unmatured, whether or not contingent
and irrespective of the currency, place of payment or booking office of the sum or obligation) owed by Seller to Buyer or any Affiliate
of Buyer against any sum or obligation (whether or not arising under this Agreement, whether matured or unmatured, whether or not
contingent and irrespective of the currency, place of payment or booking office of the sum or obligation) owed by Buyer or any
Affiliate of Buyer to Seller. Buyer will give notice to the other party of any set off effected under this Section 13(b)(ix). If
a sum or obligation is unascertained, Buyer may make a good faith estimate of that obligation and set-off in respect of the estimate,
subject to the relevant party accounting to the other when the obligation is ascertained. Nothing in this Section 13(b)(ix) shall
be effective to create a charge or other security interest. This Section 13(b)(ix) shall be without prejudice and in addition to
any right of set-off, combination of accounts, lien or other rights to which any party is at any time otherwise entitled (whether
by operation of law, contract or otherwise).



 






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		(x)	Seller shall within two (2) Business Days following Buyer’s written request, to execute and
deliver to Buyer such documents, instruments, certificates, assignments and other writings, and do such other acts as Buyer may
reasonably request for the purposes of assuring, perfecting and evidencing Buyer’s ownership of the Purchased Loans, including
without limitation: (i) forwarding, to Buyer or Buyer’s designee (including, if applicable, the Custodian), any payments
Seller may hereafter receive on account of the Purchased Loans, in each case promptly upon receipt thereof; (ii) delivering to
Buyer or such designee any originals of certificates, instruments, documents, notices or files evidencing or relating to the Purchased
Loans which are in Seller’s possession or under its control; (iii) delivering to Buyer underwriting summaries, credit memos,
assets summaries, status reports or similar documents relating to the Purchased Loans and in Sellers possession or under its control.



 


		(xi)	Upon the occurrence and during the continuance of a Facility Event of Default, in addition to exercising any and all other
rights and remedies under this Agreement and the other Transaction Documents or otherwise available at law or in equity, Buyer
may foreclose, sell or otherwise realize upon the Pledged Collateral and/or exercise any and all of its other rights and remedies
under the Pledge Agreement.



 


(c) Without
limiting Buyer’s rights and remedies under Section 13(b) of this Agreement or otherwise available under the Transaction Documents,
at law or in equity in the event that a Facility Event of Default shall then exist, if a Transaction Event of Default shall occur
and be continuing, the following rights and remedies shall be available to Buyer:


 


		(i)	At the option of Buyer, exercised by written notice to Seller, the Repurchase Date for the applicable Transaction shall, if
it has not already occurred, be deemed immediately to occur (the “Accelerated Transaction Repurchase Date”).



 


		(ii)	If Buyer exercises or is deemed to have exercised the option referred to in Section 13(c)(i) of this Agreement:



 


		(A)	the applicable Series Seller’s obligations hereunder to repurchase the applicable Purchased Loan shall become immediately
due and payable on and as of the Accelerated Transaction Repurchase Date; and



 


		(B)	the Repurchase Price with respect to such Transaction (determined as of the Accelerated Transaction Repurchase Date) shall
include the accrued and unpaid Price Differential with respect to such Purchased Loan accrued at the Pricing Rate applicable upon
the occurrence of a Transaction Event of Default; and



 


		(C)	the Custodian shall, upon the request of Buyer, deliver to Buyer all Purchased Loan Documents, instruments, certificates and
other documents then held by the Custodian relating to the applicable Purchased Loan.



 






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		(iii)	Upon the occurrence of a Transaction Event of Default, Buyer may (A) immediately sell, at a public or private sale in a commercially
reasonable manner and at such price or prices as Buyer may deem satisfactory in its sole and absolute discretion the applicable
Purchased Loan or (B) in its sole and absolute discretion elect, in lieu of selling all or a portion of such Purchased Loan, to
give Seller credit for such Purchased Loan in an amount equal to the Market Value of such Purchased Loan against the aggregate
unpaid Repurchase Price for such Purchased Loan and any other amounts owing by Seller under this Agreement or the Transaction Documents.
The proceeds of any disposition of Purchased Loan effected pursuant to this Section 13(c)(iii) shall be applied, (v) first,
to the costs and expenses incurred by Buyer in connection with Seller’s default; (w) second, to consequential damages,
including, but not limited to, costs of cover, if any; (x) third, to the Repurchase Price; and (y) fourth, to return
any excess to Seller.



 


		14.	LIMITATIONS ON RECOURSE AGAINST SERIES SELLERS



 


Buyer acknowledges that
Master Seller is organized as a series limited liability company under Section 18-215 of the Delaware Limited Liability Company
Act. Notwithstanding that this Agreement and the other Transaction Documents have been executed on behalf of Seller without reference
to any particular Series Seller, Buyer agrees to treat each Transaction under this Agreement as the obligation of the particular
Series Seller of Master Seller that enters into the Transaction for the related Purchased Loan(s). Provided that no Facility Event
of Default shall have occurred and be continuing hereunder, the Repurchase Obligations of any Series Seller relating to or arising
from the Transaction(s) to which such Series Seller is a party shall be enforceable only against such Series Seller and with respect
to the Purchased Loan(s) relating to such Transaction(s) and not against any other Series Seller or any other Purchased Loan. Notwithstanding
the foregoing or anything to the contrary contained in this Agreement or any other Transaction Document, Buyer shall be entitled
to exercise any and all remedies available to Buyer under Section 13(b) against Seller and any and all Purchased Loans subject
to Transactions hereunder upon the occurrence and continuance of a Facility Event of Default.


 


		15.	RECORDING OF COMMUNICATIONS



 


EACH OF BUYER AND SELLER
SHALL HAVE THE RIGHT (BUT NOT THE OBLIGATION) FROM TIME TO TIME TO MAKE OR CAUSE TO BE MADE TAPE RECORDINGS OF COMMUNICATIONS BETWEEN
ITS EMPLOYEES, IF ANY, AND THOSE OF THE OTHER PARTY WITH RESPECT TO TRANSACTIONS; PROVIDED, HOWEVER, THAT SUCH RIGHT TO RECORD
COMMUNICATIONS SHALL BE LIMITED TO COMMUNICATIONS OF EMPLOYEES TAKING PLACE ON THE TRADING FLOOR OF THE APPLICABLE PARTY. EACH
OF BUYER AND SELLER HEREBY CONSENTS TO THE ADMISSIBILITY OF SUCH TAPE RECORDINGS IN ANY COURT, ARBITRATION, OR OTHER PROCEEDINGS.


 






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		16.	NOTICES AND OTHER COMMUNICATIONS



 


Unless otherwise provided
in this Agreement, all notices, consents, approvals and requests required or permitted hereunder shall be given in writing and
shall be effective for all purposes if hand delivered or sent by (a) hand delivery, with proof of attempted delivery, (b) certified
or registered United States mail, postage prepaid, (c) expedited prepaid delivery service, either commercial or United States Postal
Service, with proof of attempted delivery, or (d) by telecopy or email provided that such telecopy or email notice must also be
delivered by one of the means set forth in (a), (b) or (c) above, to the address specified in Annex I hereto or at such
other address and person as shall be designated from time to time by any party hereto, as the case may be, in a written notice
to the other parties hereto in the manner provided for in this Section 16. A notice shall be deemed to have been given: (a) in
the case of hand delivery, at the time of delivery, (b) in the case of registered or certified mail, when delivered or the first
attempted delivery on a Business Day, (c) in the case of expedited prepaid delivery upon the first attempted delivery on a Business
Day, or (d) in the case of telecopy or email, upon delivery; provided that (i) such telecopy or email notice was also delivered
by one of the means set forth in (a), (b) or (c) above (which may arrive after such telecopy or email), and (ii) the transmitting
party did not receive an electronic notice of a transmission failure. A party receiving a notice which does not comply with the
technical requirements for notice under this Section 16 may elect to waive any deficiencies and treat the notice as having been
properly given.


 


		17.	ENTIRE AGREEMENT; SEVERABILITY



 


This Agreement shall supersede
any existing agreements between the parties containing general terms and conditions for repurchase transactions. Each provision
and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable
notwithstanding the unenforceability of any such other provision or agreement.


 


		18.	ASSIGNABILITY



 


(a) The
rights and obligations of Seller under this Agreement and the other Transaction Documents and under any Transaction shall not be
assigned by Seller without the prior written consent of Buyer, which consent may be granted or withheld in Buyer’s sole discretion.


 






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(b) Buyer
may assign its rights and obligations under this Agreement and the other Transaction Documents and/or under any Transaction or
may issue one or more participation interests with respect to any or all of the Transactions, without the consent of, and without
prior notice to, Seller, to any other Person, and, in connection therewith, may bifurcate or allocate (i.e. senior/subordinate)
amounts owed to Buyer; provided, however, that, with respect to any such participation or assignment, unless and
until Buyer has assigned or granted participations in and to 100% of its rights and obligations under this Agreement and the other
Transaction Documents, (i) Buyer shall act as exclusive agent for all participants or assignees in any dealings with Seller in
connection with such Transactions and (ii) Seller shall not be obligated to deal directly with any party other than Buyer
in connection with such Transactions, or, with respect to participations, or to pay or reimburse Buyer or participant for any costs
or other amounts that would not have been incurred had no participation interests or assignment of in such Transactions been issued
or made, as applicable; and provided, further, that so long as no Event of Default has occurred and is continuing,
Buyer shall not assign or grant participations in its rights and obligations hereunder to any of the parties listed on Exhibit
X attached hereto or their respective Controlled Affiliates (collectively, “Prohibited Transferees”). Notwithstanding
the foregoing, if an Event of Default shall have occurred and be continuing, Buyer may assign and/or grant participations in any
and all of its rights and obligations to any Prohibited Transferee without notice to or consent of Seller. Seller shall reasonably
cooperate at Buyer’s sole cost and expense with Buyer in connection with any assignment or participation, provided Seller’s
obligations under such Transaction are not increased and its rights under such Transaction are not impaired. Buyer shall provide
notice to Seller of any assignments or participation by Buyer within ten (10) Business Days after the effective date of such transaction.
Seller agrees that any assignee or participant shall be entitled to the benefits of Section 3(i) and Section 29 (subject to the
limitations and requirements under Section 29 (it being understood that the applicable documentation required under Section 29(c)
shall be delivered to the participating Buyer)); provided that, no assignee or participant will be entitled to any greater payment
or Additional Amounts under Section 3(i) or Section 29, than its assignor or participating Buyer would have been entitled to receive
with respect to the applicable assigned or participated rights and obligations, except to the extent such entitlement to receive
a greater payment or Additional Amounts results from a change in law that occurs after the date such assignee or participant acquired
its interest in the Transaction Documents.


 


(c) Buyer
shall, acting for this purpose as a non-fiduciary agent of Seller (the “Registrar”), maintain a record of ownership
(the “Register”) on which is entered the name and address of all assignees of Buyer and each such assignee’s
interest in the rights and obligations under this Agreement and the other Transaction Documents. All assignments pursuant to Section
18 hereof shall be recorded on the Register. This provision is intended to be interpreted so that the indebtedness (for federal
income tax purposes, as set forth in Section 22(e)) evidenced by the Transaction Documents is treated as being in registered form
in accordance with Section 5f.103-1(c) of the Treasury Regulations. The Register shall be available for inspection by Seller at
any reasonable time and from time to time upon reasonable prior notice. The entries in the Register shall be conclusive absent
manifest error, and Buyer and Seller shall treat each Person whose name is recorded in the Register pursuant to the terms hereof
as a Buyer hereunder for all purposes of this Agreement notwithstanding notice to the contrary, subject to the provisions of this
Section 18. Buyer may, at any time, designate any other Person, including Seller, to be the successor Registrar.


 






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(d) If
Buyer sells a participation, Buyer shall, acting for this purpose as a non-fiduciary agent of Seller, maintain a register on which
is entered the name and address of each participant and such participant’s interest in the rights and obligations under this
Agreement and the other Transaction Documents (the “Participant Register”) and no participation shall be effective
until recorded on the Participant Register; provided that, Buyer shall not have any obligation to disclose all or any portion of
the Participant Register (including the identity of any participant or any information relating to a participant’s interest
in any rights or obligations under this Agreement and the other Transaction Documents) to any Person except to the extent that
such disclosure is necessary to establish that such rights or obligations are in registered form in accordance with Section 5f.103-1(c)
of the Treasury Regulations. The entries in each Participant Register shall be conclusive absent manifest error, and Buyer shall
treat each Person whose name is recorded in such Participant Register as the owner of the related rights and obligations for all
purposes of this Agreement notwithstanding notice to the contrary, subject to the provisions of this Section 18.


 


(e) Subject
to the foregoing, this Agreement and the other Transaction Documents and any Transactions shall be binding upon and shall inure
to the benefit of the parties and their respective successors and assigns. Nothing in this Agreement or the other Transaction Documents,
express or implied, shall give to any Person, other than the parties to the Transaction Documents and their respective successors
and permitted assigns, any benefit or any legal or equitable right, power, remedy or claim under the Transaction Documents.


 


		19.	GOVERNING LAW



 


This Agreement shall be
governed by the laws of the State of New York without giving effect to the conflict of law principles thereof.


 


		20.	NO WAIVERS, ETC.



 


No express or implied waiver
of any Default or Event of Default by Buyer shall constitute a waiver of any other Default or Event of Default and no exercise
of any right or remedy hereunder by Buyer shall constitute a waiver of its right to exercise any other right or remedy hereunder.
No modification or waiver of any provision of this Agreement and no consent by any party to a departure herefrom shall be effective
unless and until such shall be in writing and duly executed by both of the parties hereto. Without limitation of the foregoing,
the failure to give a notice pursuant to Section 4(b) or 4(c) hereof will not constitute a waiver of any right to do so at a later
date.


 


		21.	USE OF EMPLOYEE PLAN ASSETS



 


(a) No
plan assets within the meaning of 29 C.F.R. § 2510.3-101 as modified in operation by Section 3(42) of ERISA (“Plan
Assets”) of any employee benefit plan subject to any provision of ERISA or Section 4975 of the Code shall be used in
connection with any Transaction. If any such assets are intended to be used by either party hereto (the “Plan Party”)
in the Transaction, the Plan Party shall so notify the other party prior to the Transaction. The Plan Party shall represent in
writing to the other party that the Transaction does not constitute a prohibited transaction under ERISA or is otherwise exempt
therefrom, and the other party may proceed in reliance thereon but shall not be required so to proceed.


 


(b) Subject
to the last sentence of subparagraph (a) of this Section 21, if assets of Seller are deemed to be Plan Assets, any such Transaction
shall proceed only if Seller furnishes or has furnished to Buyer its most recent available audited statement of its financial condition
and its most recent subsequent unaudited statement of its financial condition.


 






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(c) By
entering into a Transaction pursuant to this Section 21, if assets of Seller are deemed to be Plan Assets, Seller shall be deemed
(i) to represent to Buyer that since the date of Seller’s latest such financial statements, there has been no material adverse
change in Seller’s financial condition which Seller has not disclosed to Buyer, and (ii) to agree to provide Buyer with future
audited and unaudited statements of its financial condition as they are issued, so long as it is a Seller in any outstanding Transaction
involving a Plan Party.


 


		22.	INTENT



 


(a) The
parties intend, agree and acknowledge that: (i) each Transaction with a Repurchase Date less than one year after the Purchase Date
qualifies as a “repurchase agreement” as that term is defined in Section 101(47) of the Bankruptcy Code, and each Transaction
qualifies as a “securities contract” as that term is defined in Section 741(7) of the Bankruptcy Code, (ii) that each
payment under this Agreement has been made by, to or for the benefit of a financial institution as defined in section 101(22) of
the Bankruptcy Code, a financial participant as defined in section 101(22A) of the Bankruptcy Code or repo participant as defined
in section 101(46) of the Bankruptcy Code, (iii) the grant of a security interest set forth in Section 6 hereof to secure the rights
of Buyer hereunder also constitutes a “repurchase agreement” (where applicable) as contemplated by Section 101(47)(A)(v)
of the Bankruptcy Code and a “securities contract” as contemplated by Section 741(7)(A)(xi) of the Bankruptcy Code
and are a part of this Agreement and (iv) each of the Purchased Loans shall constitute a “security” as defined in Section
101(49) of the Bankruptcy Code, a mortgage loan or an interest in a mortgage loan. It is further understood that this Agreement
is intended to constitute a “master netting agreement” as defined in Section 101(38A) of the Bankruptcy Code, as amended,
with respect to each Transaction so constituting a “repurchase agreement,” or “securities contract”. Each
party hereto hereby further agrees that it shall not challenge the characterization of this Agreement as a “repurchase agreement”
(where applicable), “securities contract” and/or “master netting agreement” within the meaning of the Bankruptcy
Code.


 


(b) The
parties intend, agree and acknowledge that either party’s right to accelerate or terminate this Agreement or to liquidate
Purchased Loans delivered to it in connection with the Transaction hereunder or to exercise any other remedies pursuant to Section
13 hereof is a contractual right to liquidate such Transaction as described in Sections 555 and 559 of Title 11 of the United States
Code, as amended. It is further understood and agreed that either party’s right to cause the termination, liquidation, or
acceleration of, or to offset net termination values, payment amounts or other transfer obligations arising under or in connection
with, this Agreement or any Transaction hereunder is a contractual right to cause the termination, liquidation, or acceleration
of, or to offset net termination values, payment amounts or other transfer obligations arising under or in connection with, this
Agreement as described in Section 561 of the Bankruptcy Code.


 


(c) The
parties intend, agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is
defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified
financial contract,” as that term is defined in FDIA and any rules, orders or policy statements thereunder (except insofar
as the type of assets subject to such Transaction would render such definition inapplicable).


 






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(d) It
is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal
Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation
under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual
payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not
a “financial institution” as that term is defined in FDICIA).


 


(e) The
parties intend, agree and acknowledge that it is its intent for U.S. federal, state and local income and franchise tax purposes
to treat the Transactions as indebtedness of Seller that is secured by the Purchased Loans, and the Purchased Loans as owned by
Seller for such purposes, that each Series Seller shall be disregarded as a separate entity from the Master Seller and each other
Series Seller for such purposes, and agrees to take no action inconsistent with such treatment, unless required by law, in which
case such party shall promptly notify the other party of such requirement.


 


(f) In
light of the intent set forth above in this Section 22, Seller agrees that, from time to time upon the written request of Buyer,
Seller will execute and deliver any supplements, modifications, addendums or other documents as may be necessary or desirable,
in Buyer’s sole discretion, in order to cause this Agreement and the Transactions contemplated hereby to qualify for, comply
with the provisions of, or otherwise satisfy, maintain or preserve the criteria for safe harbor treatment under the Bankruptcy
Code for “repurchase agreements” (where applicable), “securities contracts” and “master netting agreements”;
provided, however, that Buyer’s failure to request, or Buyer’s or Seller’s failure to execute, such supplements,
modifications, addendums or other documents does not in any way alter or otherwise change the intention of the parties hereto that
this Agreement and the Transactions hereunder constitute “repurchase agreements” (where applicable), “securities
contracts” and/or a “master netting agreement” as such terms are defined in the Bankruptcy Code.


 


		23.	DISCLOSURE
RELATING TO CERTAIN FEDERAL PROTECTIONS



 


The parties acknowledge
that they have been advised that:


 


(a) in
the case of Transactions in which one of the parties is a broker or dealer registered with the Securities and Exchange Commission
(“SEC”) under Section 15 of the Securities Exchange Act of 1934 (“1934 Act”), the Securities
Investor Protection Corporation has taken the position that the provisions of the Securities Investor Protection Act of 1970 (“SIPA”)
do not protect the other party with respect to any Transaction hereunder;


 


(b) in
the case of Transactions in which one of the parties is a government securities broker or a government securities dealer registered
with the SEC under Section 15C of the 1934 Act, SIPA will not provide protection to the other party with respect to any Transaction
hereunder; and


 


(c) in
the case of Transactions in which one of the parties is a financial institution, funds held by the financial institution pursuant
to a Transaction hereunder are not a deposit and therefore are not insured by the Federal Deposit Insurance Corporation or the
National Credit Union Share Insurance Fund, as applicable.


 


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		24.	CONSENT
TO JURISDICTION; WAIVER OF JURY TRIAL





 


(a) Each
party irrevocably and unconditionally (i) submits to the non-exclusive jurisdiction of any United States Federal or New York State
court sitting in Manhattan, and any appellate court from any such court, solely for the purpose of any suit, action or proceeding
brought to enforce its obligations under this Agreement or relating in any way to this Agreement or any Transaction under this
Agreement and (ii) waives, to the fullest extent it may effectively do so, any defense of an inconvenient forum to the maintenance
of such action or proceeding in any such court and any right of jurisdiction on account of its place of residence or domicile.


 


(b) To
the extent that either party has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or
proceeding, from jurisdiction of any court or from set off or any legal process (whether service or notice, attachment prior to
judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) with respect to itself or any of its
property, such party hereby irrevocably waives and agrees not to plead or claim such immunity in respect of any action brought
to enforce its obligations under this Agreement or relating in any way to this Agreement or any Transaction under this Agreement.


 


(c) The
parties hereby irrevocably waive, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance
of such action or proceeding and irrevocably consent to the service of any summons and complaint and any other process by the mailing
of copies of such process to them at their respective address specified herein. The parties hereby agree that a final judgment
in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any
other manner provided by law. Nothing in this Section 24 shall affect the right of either party to serve legal process in any other
manner permitted by law or affect the right of either party to bring any action or proceeding against the other party or its property
in the courts of other jurisdictions.


 


(d) EACH
OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF
OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY INSTRUMENT OR DOCUMENT DELIVERED HEREUNDER OR THEREUNDER.


 


		25.	NO
RELIANCE



 


(a) Each
of Buyer and Seller hereby acknowledges, represents and warrants to the other that, in connection with the negotiation of, the
entering into, and the performance under, this Agreement and the Transaction Documents and each Transaction hereunder and thereunder:


 


		(i)	It is not relying (for purposes of making any investment decision or otherwise) upon any advice, counsel or representations
(whether written or oral) of the other party to the Transaction Documents, other than the representations expressly set forth in
the Transaction Documents;



 


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		(ii)	It has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisors to the extent
that it has deemed necessary, and it has made its own investment, hedging and trading decisions (including decisions regarding
the suitability of any Transaction) based upon its own judgment and upon any advice from such advisors as it has deemed necessary
and not upon any view expressed by the other party;



 


		(iii)	It is a sophisticated and informed Person that has a full understanding of all the terms, conditions and risks (economic and
otherwise) of the Transaction Documents and each Transaction thereunder and is capable of assuming and willing to assume (financially
and otherwise) those risks;



 


		(iv)	It is entering into the Transaction Documents and each Transaction thereunder for the purposes of managing its borrowings or
investments or hedging its underlying assets or liabilities and not for purposes of speculation; and



 


		(v)	It is not acting as a fiduciary or financial, investment or commodity trading advisor for the other party and has not given
the other party (directly or indirectly through any other Person) any assurance, guaranty or representation whatsoever as to the
merits (either legal, regulatory, tax, business, investment, financial accounting or otherwise) of the Transaction Documents or
any Transaction thereunder.



 


(b) Each
determination by Buyer of the Market Value with respect to each Purchased Loan or the communication to Seller of any information
pertaining to Market Value under this Agreement shall be subject to the following disclaimers:


 


(i) Buyer
has assumed and relied upon, with Seller’s consent and without independent verification, the accuracy and completeness of
the information provided by Seller and reviewed by Buyer. Buyer has not made any independent inquiry of any aspect of the New Collateral
or Purchased Loans or the underlying collateral. Buyer’s view is based on economic, market and other conditions as in effect
on, and the information made available to Buyer as of, the date of any such determination or communication of information, and
such view may change at any time without prior notice to Seller.


 


(ii) Market
Value determinations and other information provided to Seller constitute a statement of Buyer’s view of the value of one
or more loans or other assets at a particular point in time and neither (A) constitute a bid for a particular trade, (B) indicate
a willingness on the part of Buyer or any Affiliate thereof to make such a bid, nor (C) reflect a valuation for substantially similar
assets at the same or another point in time, or for the same assets at another point in time.


 


(iii) Market
Value determinations and other information provided to Seller may vary significantly from valuation determinations and other information
that may be obtained from other sources.


 


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(iv) Market
Value determinations and other information provided to Seller are communicated to Seller solely for its use and may not be relied
upon by any other person and may not be disclosed or referred to publicly or to any third party without the prior written consent
of Buyer, which consent Buyer may withhold or delay in its sole and absolute discretion.


 


(v) Buyer
makes no representations or warranties with respect to any Market Value determinations or other information provided to Seller.
Buyer shall not be liable for any incidental or consequential damages arising out of any inaccuracy in such valuation determinations
and other information provided to Seller, including as a result of any act of gross negligence or breach of any warranty. 


 


(vi) Market
Value determinations and other information provided to Seller in connection therewith are only indicative of the initial Market
Value of the Purchased Loan submitted to Buyer for consideration hereunder, and may change without notice to Seller prior to, or
subsequent to, the transfer by Seller of the Purchased Loan to Buyer on the Purchase Date. No indication is provided as to Buyer’s
expectation of the future value of such Purchased Loan or the underlying collateral.


 


(vii) Initial
Market Value determinations and other information provided to Seller in connection therewith are to be used by Seller for the sole
purpose of determining whether to proceed in accordance with Section 3 hereof and for no other purpose.


 


		26.	INDEMNITY





 


Seller hereby agrees to
indemnify, defend and hold harmless Buyer, Buyer’s Affiliates and each of its officers, directors, employees and agents (“Indemnified
Parties”) from and against any and all liabilities, obligations, actual out-of-pocket losses, actual out-of-pocket damages,
actual out-of-pocket penalties, actions, judgments, suits, actual out-of-pocket taxes (including stamp, excise, sales or other
taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions
contemplated by this Agreement and the Transaction Documents and the documents delivered in connection herewith and therewith,
other than income or similar taxes of Buyer), actual out-of-pocket fees, actual out-of-pocket costs, actual out-of-pocket expenses
(including reasonable attorneys fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified
Amounts”) which may at any time (including, without limitation, such time as this Agreement, the Transaction Documents
shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified
Party in any way whatsoever arising out of or in connection with, or relating to, this Agreement, the Transaction Documents or
any Transactions hereunder or thereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection
with any of the foregoing; provided, that Seller shall not be liable for Indemnified Amounts resulting from the bad faith,
gross negligence or willful misconduct of any Indemnified Party. Without limiting the generality of the foregoing, Seller agrees
to indemnify, defend and hold Buyer and the other Indemnified Parties harmless from and indemnify Buyer against all Indemnified
Amounts with respect to all Purchased Loans relating to or arising out of any (A) breach of any representation or warranty relating
to Environmental Law or Hazardous Materials made by Seller hereunder or under any Transaction Document or any violation or alleged
violation of any Environmental Law or (B) any violation or alleged violation of any consumer credit laws, including without limitation
ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, except to the extent same results from Buyer’s
bad faith, gross negligence or willful misconduct. In any suit, proceeding or action brought by Buyer in connection with any Purchased
Loan for any sum owing thereunder, or to enforce any provisions of any Purchased Loan, Seller will save, indemnify and hold Buyer
harmless from and against all out-of-pocket expense (including reasonable attorneys’ fees), loss or damage suffered by reason
of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder,
arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability
at any time owing to or in favor of such account debtor or obligor or its successors from Seller.


 


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		27.	DUE
DILIGENCE




 


Seller acknowledges that
Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Loans, for purposes of verifying
compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable
prior notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect,
and make copies and extracts of, the Purchased Loan Files, Servicing Records and any and all documents, records, agreements, instruments
or information relating to such Purchased Loans in the possession or under the control of Seller, any other servicer or subservicer
and/or the Custodian. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose
of answering questions respecting the Purchased Loan Files and the Purchased Loans. Seller acknowledges that Buyer has the right
to request, at Seller’s expense, an Appraisal for any Mortgaged Property securing a Purchased Loan upon the occurrence of
an Appraisal Event relating to such Purchased Loan or if an Appraisal for the related Mortgaged Property for such Purchased Loan
was not obtained within the twelve (12) month period prior to such request. Without limiting the generality of the foregoing, Seller
acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and
the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct
a partial or complete due diligence review on some or all of the Purchased Loans. Buyer may underwrite such Purchased Loans itself
or engage a third party underwriter to perform such underwriting. Seller agrees to reasonably cooperate with Buyer and any third
party underwriter reasonably acceptable to Seller in connection with such underwriting, including, but not limited to, providing
Buyer and any third party underwriter with access to any and all documents, records, financial models, agreements, instruments
or information relating to such Purchased Loans in the possession, or under the control, of Seller. Seller further agrees that
Seller shall reimburse Buyer for any and all out-of-pocket costs and expenses reasonably incurred by Buyer in connection with Buyer’s
activities pursuant to this Section 27 on or before the Purchase Date for any Purchased Loan or within ten (10) days after Buyer
shall reject any prospective New Collateral.


 


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		28.	SERVICING




 


(a) Master
Seller, on behalf of itself and each Series Seller, and Buyer agree that all Servicing Rights with respect to the Purchased Loans
will be transferred hereunder to Buyer on the applicable Purchase Date and such Servicing Rights shall be transferred by Buyer
to Master Seller or the applicable Series Seller upon the applicable Series Seller’s payment of the Repurchase Price for
such Purchased Loans. Notwithstanding the transfer of Servicing Rights to Buyer, Master Seller, on behalf of itself and each Series
Seller, shall be entitled to exercise all discretion with respect to any directions or consents to be given to the Servicer of
the Purchased Loans (other than modifications of the Purchased Loans) and to appoint a servicer for each Purchased Loan subject
to the prior written consent of Buyer, which consent may be given by Buyer in its reasonable discretion; provided, however, that
upon the occurrence and during the continuance of an Event of Default, Master Seller’s and each Series Seller’s rights
to exercise such discretion with respect to the Purchased Loans shall automatically terminate and be of no further force and effect.
Any amendment, modification or termination, or waiver of any term or provision, of any Purchased Loan or Purchased Loan Documents
shall require Buyer’s prior written consent in accordance with Section 7(e) of this Agreement. Buyer hereby agrees that Wells
Fargo Bank, N.A. (“Wells Fargo”), Situs Asset Management LLC (“Situs”) and Berkadia Commercial
Mortgage LLC (“Berkadia”) and Trimont Real Estate Advisors, Inc. (“Trimont”), or any other
third party servicer otherwise approved by Buyer in writing (Wells Fargo, Situs, Berkadia and Trimont or any such third party servicer,
a “Servicer”) may continue to service the Purchased Loans for the benefit of Buyer in accordance with the terms
and conditions of the servicing agreement in effect for each such Servicer (each, a “Servicing Agreement” and,
collectively, the “Servicing Agreements”), provided that each such Servicing Agreement shall have been
approved in writing by Buyer in its reasonable discretion and, if Buyer shall exercise its rights to pledge or hypothecate the
Purchased Loans pursuant to Section 8, Buyer’s assigns; and provided, further, that any such Servicer
shall have entered into a Servicer Notice and Agreement substantially in the form of Exhibit IX attached hereto (a “Servicer
Notice and Agreement”) acknowledging Buyer’s interests in the related Purchased Loans and its rights to sell such
Purchased Loans on a servicing-released basis and to terminate the term of such servicing rights with respect to any Purchased
Loans sold by Buyer from and after an Event of Default pursuant to its exercise of remedies pursuant to Section 13 hereof. Master
Seller shall cause the Purchased Loans to be serviced in accordance with Accepted Servicing Practices approved by Buyer in its
sole and absolute discretion and practiced by other prudent mortgage lenders with respect to mortgage loans similar to the Purchased
Loans.


 


(b) Master
Seller, on behalf of itself and each Series Seller, agrees that Buyer is the owner of all servicing records, including but not
limited to any and all Servicing Agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof
of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records
relating to or evidencing the servicing of Purchased Loans (collectively, the “Servicing Records”) so long as
the Purchased Loans are subject to this Agreement. Seller covenants to safeguard such Servicing Records (if any are in Seller’s
possession) and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request.


 


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(c) Upon
the occurrence and during the continuance of an Event of Default, Buyer may, in its sole and absolute discretion, subject to Section
13 and any terms in the applicable Servicing Agreements approved by Buyer (i) in the case of a Facility Event of Default, sell
its rights to any or all of the Purchased Loans (or in the case of a Transaction Event of Default, sell its rights to the affected
Purchased Loan(s)) on a servicing released basis or (ii) in the case of a Facility Event of Default, terminate any Servicer or
sub-servicer of any or all of the Purchased Loans (or in the case of a Transaction Event of Default, terminate the Servicer and
sub-servicer, if any, for the affected Purchased Loan(s)), with or without cause, in each case without payment of any termination
fee. Seller shall cause each Servicer to cooperate with Buyer in effecting such termination and transferring all authority to service
such Purchased Loans to the successor servicer, including requiring such Servicer to (i) promptly transfer all data in its possession
relating to the applicable Purchased Loans to the successor servicer in such electronic format as the successor servicer may reasonably
request, (ii) promptly transfer to the successor servicer, Buyer or Buyer’s designee, the Purchased Loan File and all other
files, records, correspondence and documents in its possession relating to the applicable Purchased Loans and (iii) use commercially
reasonable efforts to cooperate and coordinate with the successor servicer and/or Buyer to comply with any applicable so-called
“goodbye” letter requirements or other applicable requirements of the Real Estate Settlement Procedures Act or other
applicable legal or regulatory requirement associated with the transfer of the servicing of the applicable Purchased Loans. Seller
agrees that if either Seller or any such Servicer fails to cooperate with Buyer or any successor servicer in effecting the termination
of such Servicer as servicer of any Purchased Loan or the transfer of all authority to service such Purchased Loan to such successor
servicer in accordance with the terms hereof and the Servicing Agreement, Buyer will be irreparably harmed and entitled to injunctive
relief.


 


(d) The
payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement, other
than the payment of Qualified Servicing Expenses.


 


		29.	TAXES




 


(a) Transfer
taxes, stamp taxes, documentary, filing, recording and all similar costs with respect to the transfer of Collateral or in connection
with any of the transactions contemplated by this Agreement and the other Transaction Documents, and the documents delivered in
connection herewith and therewith, other than any such taxes and costs that are attributable to an assignment or grant of a participation
by Buyer pursuant to Section 18 (but only if no Facility Event of Default or Transaction Event of Default for the relevant Purchased
Loan has occurred and is continuing), shall be paid by Seller.


 


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(b) All
amounts payable by Seller to Buyer in respect of any transaction under the Transaction Documents shall be paid free and clear of,
and without withholding or deduction for, any Taxes, unless the withholding or deduction of such Tax is required by law. In that
event, Seller shall pay such additional amounts (for purposes of this Section 29, the “Additional Amounts”)
as will result in the net amounts received by Buyer (after taking account of such withholding or deduction) being equal to such
amounts as would have been received by Buyer had no such Tax been required to be withheld or deducted; provided that for
purposes of this Section 29(b) the term “Tax” shall not include any income Taxes, franchise Taxes, branch profits Taxes
and similar (i) Taxes imposed as a result of Buyer being organized under the laws of, or having its principal office located in,
the jurisdiction (or any political subdivision thereof) imposing such Tax or (ii) that are Other Connection Taxes; provided,
further, that Seller shall not be required to pay any Additional Amounts to Buyer to the extent that the obligation to pay
such Additional Amounts would have not arisen but for the failure of Buyer to comply with the requirements of Section 29(c) or
Section 29(d); provided, further, that Seller shall not be required to pay any Additional Amounts to Buyer for any
U.S. federal withholding Taxes imposed under FATCA, or any U.S. federal withholding Taxes imposed on amounts payable to or for
the account of Buyer pursuant to a law in effect on the date on which Buyer acquires any interest in the Transaction Documents,
except to the extent that such amounts with respect to such Taxes were payable to such Buyer’s assignor immediately before
such Buyer became a party hereto (all of such Taxes described in the foregoing three provisos referred to herein as “Excluded
Taxes”). Seller shall indemnify and pay to Buyer, within ten (10) days after demand therefor, the full amount of any
Taxes, other than Excluded Taxes, but including Taxes imposed or asserted on or attributable to Additional Amounts payable pursuant
to this Section 29(b), payable or paid by Buyer or required to be withheld or deducted from a payment to Buyer and any reasonable
expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by
the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to Seller shall be conclusive
absent manifest error. As soon as practicable after any payment of Taxes by Seller to a Governmental Authority pursuant to this
Section 29(b), Seller shall deliver to Buyer the original or a certified copy of a receipt issued by such Governmental Authority
evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory
to Buyer.


 


(c) (i)
Any Buyer that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Transaction
Document shall deliver to Seller, at the time or times reasonably requested by Seller, such properly completed and executed documentation
reasonably requested by Seller as will permit such payments to be made without withholding or at a reduced rate of withholding.
In addition, Buyer, if reasonably requested by Seller, shall deliver such other documentation prescribed by applicable law or reasonably
requested by Seller as will enable Seller to determine whether or not Buyer is subject to backup withholding or information reporting
requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission
of such documentation (other than such documentation set forth in Sections 29(c)(ii) and 29(d) below) shall not be required if
in Buyer’s reasonable judgment such completion, execution or submission would subject Buyer to any material unreimbursed
cost or expense or would materially prejudice the legal or commercial position of Buyer.


 


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(ii) Without limiting the
generality of the foregoing, on or before the date hereof, on or before the date such Person becomes a party to this Agreement
or a participant, as applicable, and at the reasonable request of Seller, Buyer and each assignee of Buyer will provide to Seller
two copies of, as applicable, a properly completed and duly executed United States Internal Revenue Service form W-9, W-8BEN, W-8ECI,
or W-8IMY (or successor form) (with applicable attachments, including, in the case of a Person claiming the benefits of the exemption
for portfolio interest under Section 881(c) of the Code, a certificate reasonably satisfactory to Seller to the effect that such
Person is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder”
of Seller within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in
Section 881(c)(3)(C) of the Code (the “Portfolio Interest Certificate”)). In addition, Buyer shall, to the extent
it is legally entitled to do so, deliver to Seller (in such number of copies as shall be requested by Seller) on or prior to the
date on which such Buyer becomes a Buyer under this Agreement (and from time to time thereafter upon the reasonable request of
Seller), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction
in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable
law to permit Seller to determine the withholding or deduction required to be made. Buyer shall provide to Seller a properly executed
United States Internal Revenue Service Form W-9, dated on or before the Closing Date, evidencing a complete exemption from withholding
or deduction of Tax from amounts payable by Seller to Buyer under the Transaction Documents pursuant to applicable laws in effect
on the Closing Date. Seller and Member shall provide to Buyer a properly executed United States Internal Revenue Service Form W-9
or other applicable forms as described by the United States Internal Revenue Service, dated on or before the Closing Date, evidencing
a complete exemption from withholding or deduction of Tax from amounts payable by Buyer to Seller under the Transaction Documents
pursuant to applicable laws in effect on the Closing Date. Each party hereto agrees to notify the other party of any circumstance
known to it that causes a certificate or document provided by it pursuant to this Section 29(c) to fail to be true and to provide
two copies of a properly completed and duly executed updated form and, if applicable, a Portfolio Interest Certificate, upon any
previously delivered form becoming invalid, obsolete or inaccurate.


 


(d) If
a payment made to Buyer under any Transaction Document would be subject to U.S. federal withholding Tax imposed by FATCA if Buyer
were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b)
of the Code, as applicable), Buyer shall deliver to Seller at the time or times prescribed by law and at such time or times reasonably
requested by Seller such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the
Code) and such additional documentation reasonably requested by Seller as may be necessary for Seller to comply with its obligations
under FATCA and to determine that Buyer has complied with Buyer’s obligations under FATCA or to determine the amount to deduct
and withhold from such payment. Solely for purposes of this Section 29(d), “FATCA” shall include any amendments made
to FATCA after the date of this Agreement.


 


(e) If
any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it
has been indemnified pursuant to this Section 29 (including by the payment of additional amounts pursuant to this Section 29),
it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under
this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such
indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such
refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount
paid over pursuant to this paragraph (e) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority)
in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything
to the contrary in this paragraph (e), in no event will the indemnified party be required to pay any amount to an indemnifying
party pursuant to this paragraph (e) the payment of which would place the indemnified party in a less favorable net after-Tax position
than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been
deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never
been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other
information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.


 


    	75



    	 



    
 


(f) Each
party’s obligations under this Section 29 shall survive any assignment of rights by Buyer, the termination of this Agreement
and the repurchase by Seller of any or all of the Purchased Loans.


 


		30.	MISCELLANEOUS




 


(a) All
rights, remedies and powers of Buyer hereunder and in connection herewith are irrevocable and cumulative, and not alternative or
exclusive, and shall be in addition to all other rights, remedies and powers of Buyer whether under law, equity or agreement. In
addition to the rights and remedies granted to it in this Agreement, to the extent this Agreement is determined to create a security
interest, Buyer shall have all rights and remedies of a secured party under the UCC.


 


(b) This
Agreement may be executed in counterparts, each of which so executed shall be deemed to be an original, but all of such counterparts
shall together constitute but one and the same instrument.


 


(c) The
headings in this Agreement are for convenience of reference only and shall not affect the interpretation or construction of this
Agreement.


 


(d) Without
limiting the rights and remedies of Buyer under this Agreement or the other Transaction Documents, Seller shall pay Buyer’s
reasonable actual out-of-pocket costs and expenses, including reasonable fees and expenses of accountants, attorneys, underwriters,
consultants and advisors, incurred in connection with the preparation, negotiation, execution and consummation of and any amendment,
supplement or modification to, this Agreement and/or the other Transaction Documents and the Transactions thereunder. Seller agrees
to pay Buyer on demand all costs and expenses (including reasonable expenses for legal services of every kind) of any subsequent
enforcement of any of the provisions of this Agreement and/or the other Transaction Documents, or of the performance by Buyer of
any obligations of Seller in respect of the Purchased Loans, or any actual or attempted sale, or any exchange, enforcement, collection,
compromise or settlement in respect of the Collateral and for the custody, care or preservation of the Collateral (including insurance
costs) and defending or asserting rights and claims of Buyer in respect thereof, by litigation or otherwise. In addition, Seller
agrees to pay Buyer on demand all reasonable costs and expenses (including reasonable expenses for legal services) incurred in
connection with the maintenance of the Cash Management Account. All such expenses shall be recourse obligations of Seller to Buyer
under this Agreement. Notwithstanding the foregoing, all reasonable incremental out-of-pocket costs associated with creating the
Series Sellers and the Member, and the drafting, preparation and finalization of this Agreement, the other Transaction Documents,
the Member’s and Seller’s organizational documents and the other closing deliverables, such as certificates and legal
opinions (including reasonable costs of legal counsel), relative to the out-of-pocket costs which would have been incurred in respect
of a similar warehouse facility repurchase agreement with a non-Series Seller structure, shall be borne by Buyer.


 


    	76



    	 



    

 


(e) Each
provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision
of this Agreement shall be prohibited by or be invalid under such law, such provision shall be ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.


 


(f) This
Agreement together with the Transaction Documents contain a final and complete integration of all prior expressions by the parties
with respect to the subject matter hereof and thereof and shall constitute the entire agreement among the parties with respect
to such subject matter, superseding all prior oral or written understandings.


 


(g) The
parties understand that this Agreement is a legally binding agreement that may affect such party’s rights. Each party represents
to the other that it has received legal advice from counsel of its choice regarding the meaning and legal significance of this
Agreement and that it is satisfied with its legal counsel and the advice received from it.


 


(h) Should
any provision of this Agreement require judicial interpretation, it is agreed that a court interpreting or construing the same
shall not apply a presumption that the terms hereof shall be more strictly construed against any Person by reason of the rule of
construction that a document is to be construed more strictly against the Person who itself or through its agent prepared the same,
it being agreed that all parties have participated in the preparation of this Agreement.


 



[NO FURTHER TEXT ON THIS PAGE]


 


    	77



    	 



    


 


IN WITNESS WHEREOF, the parties have executed
this Agreement as of the day first written above.


	 	 	 	 	 
	 	MASTER SELLER:	 
	 	 	 
	 	LCRT WAREHOUSE I LLC, 

    a Delaware limited liability company	 
	 	 	 
	 	By:	/s/ Christopher McCormack	 
	 	 	Name:	Christopher
    McCormack	 
	 	 	Title:	Chief Financial Officer and
    Treasurer	 




 


[Signatures Continue on Following Page]


 


    	 



    	 



    


 



	 	 	 	 	 
	 	BUYER:	 
	 	 	 
	 	DEUTSCHE BANK AG, CAYMAN ISLANDS BRANCH	 
	 	 	 
	 	By:	/s/ Dean Aotani	 
	 	Name: 	Dean Aotani	 	 
	 	Title:	Managing Director	 	 
	 	 	 	 	 
	 	By:	/s/ Christine Belbusti	 	 
	 	Name: 	Christine Belbusti	 	 
	 	Title:	Director	 	 




 


    	 



    	 



    

 


ANNEXES, EXHIBITS AND SCHEDULES


 


	ANNEX I	
        Names and Addresses for Communications between Parties

         

	EXHIBIT I	Form of Confirmation
	EXHIBIT II	Authorized Representatives of Seller
	EXHIBIT III	[Reserved]
	EXHIBIT IV	Form of Custodial Delivery
	EXHIBIT V	Form of Power of Attorney
	EXHIBIT VI	Representations and Warranties Regarding Individual Purchased Loans
	EXHIBIT VII	Organizational Chart
	EXHIBIT VIII	Transaction Procedures
	EXHIBIT IX	Form of Servicer Notice and Agreement
	EXHIBIT X	Prohibited Transferees
	EXHIBIT XI	Form of Joinder Agreement
	EXHIBIT XII	Permitted Fund Managers


 


    	 



    	 



    


 


ANNEX I



Names and Addresses for Communications Between Parties



	 	 	 
	Buyer:	 	 
	 	 	 
	 	Deutsche Bank AG, Cayman Islands Branch
	 	60 Wall Street
	 	New York, New York 10005
	 	Attention:	Dean Aotani
	 	Telephone:	(212) 250-6870
	 	Telecopy:	(212) 797-5630
	 	Email:	dean.aotani@db.com
	 	 	 
	 	With copies to:	 
	 	 	 
	 	Deutsche Bank AG, Cayman Islands Branch
	 	60 Wall Street
	 	New York, New York 10005
	 	Attention:  General Counsel
	 	 	 
	 	and	 
	 	 	 
	 	Deutsche Bank AG, Cayman Islands Branch
	 	60 Wall Street
	 	New York, New York 10005
	 	Attention:	Robert W. Pettinato Jr.
	 	Telephone:	(212) 797-0286
	 	Telecopy:	(212) 797-5630
	 	Email:	robert.pettinato@db.com
	 	 	 
	 	and	 
	 	 	 
	 	Deutsche Bank AG, Cayman Islands Branch
	 	60 Wall Street
	 	New York, New York 10005
	 	Attention:	Christine Belbusti
	 	Telephone:	(212) 250-5302
	 	Telecopy:	(732) 935-2103
	 	Email:	christine.belbusti@db.com
	 	 	 
	 	and	 
	 	 	 
	 	Sidley Austin llp
	 	787 Seventh Avenue
	 	New York, New York  10019
	 	Attention:	Robert L. Boyd, Esq.
	 	Telephone:	(212) 839-7352
	 	Fax:	(212) 839-5599
	 	Email:	rboyd@sidley.com


 


    	 



    	 



    
 


	 	 	 
	Seller:	 	 
	 	 	 
	 	LCRT Warehouse I LLC
	 	c/o LoanCore Realty Trust, Inc.
	 	55 Railroad Avenue, Suite 100
	 	Greenwich, CT 06830
	 	Attention:	Chris McCormack
	 	Telephone:	(203) 861-6010
	 	Telecopy:	(203) 861-6006
	 	Email:	CMcCormack@loancorecapital.com
	 	 	 
	 	and	 
	 	 	 
	 	LCRT Warehouse I LLC
	 	c/o LoanCore Realty Trust, Inc.
	 	55 Railroad Avenue, Suite 100
	 	Greenwich, CT 06830
	 	Attention:	Tyler Shea
	 	Telephone:	(203) 861-6031
	 	Telecopy: 	(203) 861-6006
	 	Email: 	tshea@loancorecapital.com
	 	 	 
	 	and for all
    emails, also to:
	 	 	 
	 	Email: warehouse@loancorecapital.com  
	 	 	 
	 	With a copy to:	 
	 	 	 
	 	Kaye Scholer LLP
	 	250 West 55th Street
	 	New York, New York  10019
	 	Attention:	Stephen Gliatta / Jonathan Arkins
	 	Telephone:	(212) 836-8618 / (212) 836-7403
	 	Telecopy:	(212) 836-6448 / (212) 836-6328



 


    	 



    	 



    



EXHIBIT I


 


CONFIRMATION
STATEMENT

DEUTSCHE BANK AG,

Cayman Islands Branch


 


Ladies and
Gentlemen:


 


Deutsche
Bank AG, Cayman Islands Branch, is pleased to deliver our written CONFIRMATION of our agreement to enter into the Transaction
pursuant to which Deutsche Bank AG, Cayman Islands Branch shall purchase from you the Purchased Loans identified on Schedule
1 attached hereto, pursuant to the terms of that certain Master Repurchase Agreement, dated as of June 15, 2015 (as amended,
modified and/or restated, the “Agreement”), between Deutsche Bank AG, Cayman Islands Branch (“Buyer”)
and LCRT Warehouse I LLC, a Delaware limited liability company (“Master Seller”; together with the Series Seller
(as defined in the Agreement) identified below, collectively, “Seller”). Capitalized terms used herein without
definition have the meanings given in the Agreement. 


	 	 	 
	 	Series Seller:	LCRT Warehouse I LLC – Series [__]
	 	 	 
	 	Purchase Date:	[____________]
	 	 	 
	 	Purchased Loan:	[____________]
	 	 	 
	 	Principal Balance

    of Purchased Loan:	[____________]
	 	 	 
	 	Repurchase Date:	[____________]
	 	 	 
	 	Purchase Date Market Value:	[____________]
	 	 	 
	 	Purchase Date Market Value Percentage:	[____________]
	 	 	 
	 	Actual Original Purchase Percentage:	[____________]
	 	 	 
	 	Maximum Original Purchase Percentage:	[_____________]
	 	 	 
	 	Purchase Price:	[____________]
	 	 	 
	 	Initial Pricing Rate:	[____________]
	 	 	 
	 	Applicable Spread:	[____________]
	 	 	 
	 	Credit Event Threshold	[_____________]
	 	 	 
	 	Representations and Warranties:	See Schedule 2 attached hereto
	 	 	 
	 	Exceptions to Representations and Warranties:	See Schedule 3 attached hereto


 







    	 



    	 



    

 





	 	 	 	 	 
	 	Name and address for	 
	 	communications:	Buyer:
	 	 	 	 
	 	 	 	Deutsche Bank AG, Cayman Islands Branch
	 	 	 	60 Wall Street
	 	 	 	New York, New York 10005
	 	 	 	Attention:	Dean Aotani
	 	 	 	Telephone:	(212) 250-6870
	 	 	 	Telecopy:	(212) 797-5630
	 	 	 	Email:	dean.aotani@db.com
	 	 	 	 	 
	 	 	With copies to:
	 	 	 	 
	 	 	 	Deutsche Bank AG, Cayman Islands Branch
	 	 	 	60 Wall Street
	 	 	 	New York, New York 10005
	 	 	 	Attention:  General Counsel
	 	 	 	 
	 	 	 	and
	 	 	 	 
	 	 	 	Deutsche Bank AG, Cayman Islands Branch
	 	 	 	60 Wall Street
	 	 	 	New York, New York 10005
	 	 	 	Attention:	Robert W. Pettinato Jr.
	 	 	 	Telephone:	(212) 250-5579
	 	 	 	Telecopy:	(212) 797-0286
	 	 	 	Email:	robert.pettinato@db.com
	 	 	 	 	 
	 	 	 	and
	 	 	 	 	 
	 	 	 	Deutsche Bank AG, Cayman Islands Branch
	 	 	 	60 Wall Street
	 	 	 	New York, New York 10005
	 	 	 	Attention:	Christine Belbusti
	 	 	 	Telephone:	(212) 250-5302
	 	 	 	Telecopy:	(732) 935-2103
	 	 	 	Email:	christine.belbusti@db.com


 






    	 



    	 



    

 



	 	 	 	 	 
	 	 	 	Seller:
	 	 	 	 	 
	 	 	 	LCRT Warehouse I LLC
	 	 	 	c/o LoanCore Realty Trust, Inc.
	 	 	 	55 Railroad Avenue, Suite 100
	 	 	 	Greenwich, CT 06830
	 	 	 	Attention:	Chris McCormack
	 	 	 	Telephone:	(203) 861-6010
	 	 	 	Telecopy:	(203) 861-6006
	 	 	 	Email:	CMcCormack@loancorecapital.com
	 	 	 	 	 
	 	 	 	and
	 	 	 	 	 
	 	 	 	LCRT Warehouse I LLC
	 	 	 	c/o LoanCore Realty Trust, Inc.
	 	 	 	55 Railroad Avenue, Suite 100
	 	 	 	Greenwich, CT 06830
	 	 	 	Attention:	Tyler Shea
	 	 	 	Telephone:	(203) 861-6031
	 	 	 	Telecopy:	(203) 861-6006
	 	 	 	Email:	tshea@loancorecapital.com    
	 	 	 	 	 
	 	 	 	and for all
    emails, also to:
	 	 	 	 	 
	 	 	 	Email:	warehouse@loancorecapital.com
	 	 	 	 	 
	 	 	 	With a copy to:
	 	 	 	 	 
	 	 	 	Kaye Scholer LLP
	 	 	 	250 West 55th Street
	 	 	 	New York, New York  10019
	 	 	 	Attention:	Stephen Gliatta / Jonathan Arkins
	 	 	 	Telephone: (212) 836-8618 / (212) 836-7403
	 	 	 	Telecopy:   (212) 836-6448 / (212) 836-6328



 


[SIGNATURE
PAGES FOLLOW]


 






    	 



    	 



    

 





	 	 	 	 	 	 
	 	 	BUYER:
	 	 	 
	 	 	DEUTSCHE BANK AG, CAYMAN ISLANDS BRANCH
	 	 	 
	 	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 
	 	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 






    	 



    	 



    







 


	 	 	 	 
	AGREED AND ACKNOWLEDGED:
	 	 	 
	SELLER:	 
	 	 	 
	LCRT Warehouse I LLC,
    a Delaware limited liability company, on behalf of itself and
    the Series Seller identified herein	 
	 	 	 
	By:	 	 	 
	 	Name:	 
	 	Title:	 


 






    	 



    	 



    




 


SCHEDULE
1 TO CONFIRMATION

(PURCHASED LOAN)


 






    	 



    	 



    

  


SCHEDULE
2 TO CONFIRMATION

(REPRESENTATIONS AND WARRANTIES)


 


[**
Exhibit VI to Master Repurchase Agreement then in effect to be attached.**] 


 



    	 



    	 



    

 


SCHEDULE
3 TO CONFIRMATION

(EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES)


 






    	 



    	 



    

 


EXHIBIT
II


 


AUTHORIZED
REPRESENTATIVES OF MASTER SELLER 


	 	 	 
	Name	 	Specimen Signature
	 	 	 
	Mark Finerman	 	/s/ Mark Finerman
	 	 	 
	Jordan Bock	 	 
	 	 	 
	Christopher McCormack	 	 
	 	 	 
	Daniel Bennett	 	 
	 	 	 
	Gary Berkman	 	 
	 	 	 
	Brett Kaplan	 	 
	 	 	 
	Tyler Shea	 	 


 






    	 



    	 



    

 





EXHIBIT
II


 


AUTHORIZED
REPRESENTATIVES OF MASTER SELLER 


	 	 	 
	Name	 	Specimen Signature
	 	 	 
	Mark Finerman	 	 
	 	 	 
	Jordan Bock	 	/s/ Jordan Bock
	 	 	 
	Christopher McCormack	 	 
	 	 	 
	Daniel Bennett	 	 
	 	 	 
	Gary Berkman	 	 
	 	 	 
	Brett Kaplan	 	 
	 	 	 
	Tyler Shea	 	 


 






    	 



    	 



    

 





EXHIBIT
II


 


AUTHORIZED
REPRESENTATIVES OF MASTER SELLER 


	 	 	 
	Name	 	Specimen Signature
	 	 	 
	Mark Finerman	 	 
	 	 	 
	Jordan Bock	 	 
	 	 	 
	Christopher McCormack	 	/s/ Christopher
    McCormack 
	 	 	 
	Daniel Bennett	 	 
	 	 	 
	Gary Berkman	 	 
	 	 	 
	Brett Kaplan	 	 
	 	 	 
	Tyler Shea	 	 


 






    	 



    	 



    

 





EXHIBIT
II


 


AUTHORIZED
REPRESENTATIVES OF MASTER SELLER 


	 	 	 
	Name	 	Specimen Signature
	 	 	 
	Mark Finerman	 	 
	 	 	 
	Jordan Bock	 	 
	 	 	 
	Christopher McCormack	 	 
	 	 	 
	Daniel Bennett	 	/s/ Daniel Bennett
	 	 	 
	Gary Berkman	 	 
	 	 	 
	Brett Kaplan	 	 
	 	 	 
	Tyler Shea	 	 


 






    	 



    	 



    

 





EXHIBIT
II


 


AUTHORIZED
REPRESENTATIVES OF MASTER SELLER 


	 	 	 
	Name	 	Specimen Signature
	 	 	 
	Mark Finerman	 	 
	 	 	 
	Jordan Bock	 	 
	 	 	 
	Christopher McCormack	 	 
	 	 	 
	Daniel Bennett	 	 
	 	 	 
	Gary Berkman	 	/s/ Gary Berkman 
	 	 	 
	Brett Kaplan	 	 
	 	 	 
	Tyler Shea	 	 


 






    	 



    	 



    

 





EXHIBIT
II


 


AUTHORIZED
REPRESENTATIVES OF MASTER SELLER 


	 	 	 
	Name	 	Specimen Signature
	 	 	 
	Mark Finerman	 	 
	 	 	 
	Jordan Bock	 	 
	 	 	 
	Christopher McCormack	 	 
	 	 	 
	Daniel Bennett	 	 
	 	 	 
	Gary Berkman	 	 
	 	 	 
	Brett Kaplan	 	/s/ Brett Kaplan 
	 	 	 
	Tyler Shea	 	 


 






    	 



    	 



    

 





EXHIBIT
II


 


AUTHORIZED
REPRESENTATIVES OF MASTER SELLER 


	 	 	 
	Name	 	Specimen Signature
	 	 	 
	Mark Finerman	 	 
	 	 	 
	Jordan Bock	 	 
	 	 	 
	Christopher McCormack	 	 
	 	 	 
	Daniel Bennett	 	 
	 	 	 
	Gary Berkman	 	 
	 	 	 
	Brett Kaplan	 	 
	 	 	 
	Tyler Shea	 	/s/ Tyler Shea


 






    	 



    	 



    




 


EXHIBIT
III


 


[RESERVED] 


 



    	 



    	 



    




 


EXHIBIT
IV


 


FORM
OF CUSTODIAL DELIVERY


 


On
this ______ of ________, 20__, LCRT Warehouse I LLC, as “Master Seller” (“Master Seller”) under that
certain Master Repurchase Agreement, dated as of June 15, 2015 (as amended, modified and/or restated, the “Repurchase
Agreement”), between Master Seller and Deutsche Bank AG, Cayman Islands Branch (“Buyer”), on behalf
of itself and ___________________ (“Series Seller”), does hereby deliver to Wells Fargo Bank, National Association
(“Custodian”), as custodian under that certain Custodial Agreement, dated as of June 15, 2015 (as amended, modified
and/or restated, the “Custodial Agreement”), among Buyer, Custodian and Master Seller, the Purchased Loan Files
with respect to the Purchased Loans to be purchased by Buyer pursuant to the Repurchase Agreement, which Purchased Loans are listed
on the Purchased Loan Schedule attached hereto and which Purchased Loans shall be subject to the terms of the Custodial Agreement
on the date hereof.


 


With
respect to the Purchased Loan Files delivered hereby, for the purposes of issuing the Trust Receipt, the Custodian shall review
the Purchased Loan Files to ascertain delivery of the documents listed in [2.01(a)] to the Custodial Agreement.


 


Capitalized
terms used herein and not otherwise defined shall have the meanings set forth in the Custodial Agreement.


 


IN
WITNESS WHEREOF, Master Seller, on behalf of itself and Series Seller, has caused its name to be signed hereto by its officer
thereunto duly authorized as of the day and year first above written. 


 


	 	 	 	 
	 	LCRT Warehouse I LLC, a Delaware limited liability company	 
	 	 
	 	By:	 	 
	 	 	Name:
	 	 	Title:  


 



    	 



    	 



    
 




EXHIBIT
V


 


FORM
OF POWER OF ATTORNEY


 


“Know
All Men by These Presents, that LCRT Warehouse I LLC, a Delaware limited liability company (“Master Seller”),
on behalf of itself and each Series Seller (as defined in the Repurchase Agreement (hereinafter defined)) (Master Seller together
with each Series Seller which may hereafter be a party to the Repurchase Agreement, collectively, “Seller”) does
hereby appoint Deutsche Bank AG, Cayman Islands Branch (“Buyer”), its attorney-in-fact to act in Seller’s
name, place and stead in any way which Seller could do with respect to (i) the completion of the endorsements of the Mortgage
Notes and the Assignments of Mortgages, (ii) the recordation of the Assignments of Mortgages and (iii) the enforcement
of Seller’s rights under the Purchased Loans purchased by Buyer pursuant to that certain Master Repurchase Agreement, dated
as of June 15, 2015 (as amended, modified and/or restated, the “Repurchase Agreement”), between Buyer and Master
Seller, and to take such other steps as may be necessary or desirable to enforce Buyer’s rights against such Purchased Loans,
the related Purchased Loan Files and the Servicing Records to the extent that Seller is permitted by law to act through an agent.


 


TO
INDUCE ANY THIRD PARTY TO ACT HEREUNDER, SELLER HEREBY AGREES THAT ANY THIRD PARTY RECEIVING A DULY EXECUTED COPY OR FACSIMILE
OF THIS INSTRUMENT MAY ACT HEREUNDER, AND THAT REVOCATION OR TERMINATION HEREOF SHALL BE INEFFECTIVE AS TO SUCH THIRD PARTY UNLESS
AND UNTIL ACTUAL NOTICE OR KNOWLEDGE OR SUCH REVOCATION OR TERMINATION SHALL HAVE BEEN RECEIVED BY SUCH THIRD PARTY, AND SELLER
ON ITS OWN BEHALF AND ON BEHALF OF SELLER’S ASSIGNS, HEREBY AGREES TO INDEMNIFY AND HOLD HARMLESS ANY SUCH THIRD PARTY FROM
AND AGAINST ANY AND ALL CLAIMS THAT MAY ARISE AGAINST SUCH THIRD PARTY BY REASON OF SUCH THIRD PARTY HAVING RELIED ON THE PROVISIONS
OF THIS INSTRUMENT.


 


IN
WITNESS WHEREOF, Master Seller, on behalf of itself and with respect to each Series Seller, has caused this Power of Attorney
to be executed as of June 15, 2015.





	 	 	 	 
	 	LCRT Warehouse I LLC,
    a Delaware limited liability company	 
	 	 
	 	By:	 	 
	 	 	Name:
	 	 	Title:  


  



    	 



    	 



    




 


EXHIBIT
VI


 


REPRESENTATIONS
AND WARRANTIES

REGARDING INDIVIDUAL PURCHASED LOANS 


 


With
respect to each Purchased Loan, the Seller hereby represents and warrants, as of the date herein specified or, if no such date
is specified, as of the Purchase Date, that:


 


(1) Whole
Loan; Ownership of Purchased Loans. Except with respect to any Purchased Loan that is a Senior Interest, each Purchased Loan
is a whole loan and not a participation interest in a mortgage loan. Each Senior Interest is a senior portion (or a pari passu
portion of a senior portion) of a whole mortgage loan evidenced by a senior note. At the time of the sale, transfer and assignment
to Buyer, no Mortgage Note or Mortgage was subject to any assignment (other than assignments to the Seller), participation (other
than with respect to any Purchased Loan that is a Participation Interest) or pledge, and the Seller had good title to, and was
the sole owner of, each Purchased Loan free and clear of any and all liens, charges, pledges, encumbrances, participations (other
than with respect to a Purchased Loan that is a Participation Interest), any other ownership interests (other than with respect
to a Purchased Loan that is a Senior Interest) on, in or to such Purchased Loan other than any servicing rights appointment or
similar agreement. Seller has full right and authority to sell, assign and transfer each Purchased Loan, and, upon the completion
of the assignee information therein and Buyer’s countersignature where applicable, the assignment to Buyer constitutes a
legal, valid and binding assignment of such Purchased Loan free and clear of any and all liens, pledges, charges or security interests
of any nature encumbering such Purchased Loan.


 


(2) Loan
Document Status. Each related Mortgage Note, Mortgage, Assignment of Leases (if a separate instrument), guaranty and other
agreement executed by or on behalf of the related Mortgagor, guarantor or other obligor in connection with such Purchased Loan
is the legal, valid and binding obligation of the related Mortgagor, guarantor or other obligor (subject to any non-recourse provisions
contained in any of the foregoing agreements and any applicable state anti-deficiency or market value limit deficiency legislation),
as applicable, and is enforceable in accordance with its terms, except (i) as such enforcement may be limited by (a) bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting the enforcement of creditors’
rights generally and (b) general principles of equity (regardless of whether such enforcement is considered in a proceeding
in equity or at law) and (ii) that certain provisions in such Purchased Loan Documents (including, without limitation,
provisions requiring the payment of default interest, late fees or prepayment/yield maintenance fees, charges and/or premiums)
are, or may be, further limited or rendered unenforceable by or under applicable law, but (subject to the limitations set forth
in clause (i) above) such limitations or unenforceability will not render such Purchased Loan Documents invalid as a whole or
materially interfere with the mortgagee’s realization of the principal benefits and/or security provided thereby (clauses
(i) and (ii) collectively, the “Standard Qualifications”).


 






    	 



    	 



    




 


Except
as set forth in the immediately preceding sentences there is no valid offset, defense, counterclaim or right of rescission available
to the related Mortgagor with respect to any of the related Mortgage Notes, Mortgages or other Purchased Loan Documents, including,
without limitation, any such valid offset, defense, counterclaim or right based on intentional fraud by Seller in connection with
the origination of the Purchased Loan, that would deny the mortgagee the principal benefits intended to be provided by the Mortgage
Note, Mortgage or other Purchased Loan Documents.


 


(3) Mortgage
Provisions. The Purchased Loan Documents for each Purchased Loan contain provisions that render the rights and remedies of
the holder thereof adequate for the practical realization against the Mortgaged Property of the principal benefits of the security
intended to be provided thereby, including realization by judicial or, if applicable, non-judicial foreclosure subject to the
limitations set forth in the Standard Qualifications.


 


(4) Mortgage
Status; Waivers and Modifications. Since origination and except prior to the Purchase Date by written instruments set forth
in the related Purchased Loan File (a) the material terms of such Mortgage, Mortgage Note, Purchased Loan guaranty, and related
Purchased Loan Documents have not been waived, impaired, modified, altered, satisfied, canceled, subordinated or rescinded in
any respect; (b) no related Mortgaged Property or any portion thereof has been released from the lien of the related Mortgage
in any manner which materially interferes with the security intended to be provided by such Mortgage or the use or operation of
the remaining portion of such Mortgaged Property; and (c) neither the related Mortgagor nor the related guarantor has been released
from its material obligations under the Purchased Loan. With respect to each Purchased Loan, except as contained in a written
document included in the Purchased Loan File, there have been no modifications, amendments or waivers, that could be reasonably
expected to have a material adverse effect on such Purchased Loan consented to by Seller on or after the Purchase Date.


 


(5) Lien;
Valid Assignment. Subject to the Standard Qualifications and upon the completion of the assignee information therein and assignee’s
countersignature where applicable, each assignment of Mortgage and assignment of Assignment of Leases to the Buyer from the Seller
will constitute a legal, valid and binding assignment from the Seller to the Buyer. Each related Mortgage and Assignment of Leases
is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first
lien on the related Mortgagor’s fee (or if identified on the Purchased Loan Schedule, leasehold) interest in the Mortgaged
Property in the principal amount of such Purchased Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined
below)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to
and excepting Permitted Encumbrances) as of origination was, and as of the Purchase Date, to the best knowledge of Seller, is
free and clear of any recorded mechanics’ liens, recorded materialmen’s liens and other recorded encumbrances which
are prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against
by a lender’s title insurance policy (as described below), and, to the best knowledge of Seller (subject to and excepting
Permitted Encumbrances), no rights exist which under law could give rise to any such lien or encumbrance that would be prior to
or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by a lender’s
title insurance policy (as described below). Notwithstanding anything herein to the contrary, no representation is made as to
the perfection of any security interest in rents or other personal property to the extent that possession or control of such items
or actions other than the filing of Uniform Commercial Code financing statements is required in order to effect such perfection.


 






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(6) Permitted
Liens; Title Insurance. Each Mortgaged Property securing a Purchased Loan is covered by an American Land Title Association
loan title insurance policy or a comparable form of loan title insurance policy approved for use in the applicable jurisdiction
(or, if such policy is yet to be issued, by a pro forma policy, a preliminary title policy with escrow instructions or a “marked
up” commitment, in each case binding on the title insurer) (the “Title Policy”) in the original principal
amount of such Purchased Loan (or with respect to a Purchased Loan secured by multiple properties, an amount equal to at least
the allocated loan amount with respect to the Title Policy for each such property) after all advances of principal (including
any advances held in escrow or reserves), that insures for the benefit of the owner of the indebtedness secured by the Mortgage,
the first priority lien of the Mortgage, which lien is subject only to (a) the lien of current real property taxes, water
charges, sewer rents and assessments due and payable but not yet delinquent; (b) covenants, conditions and restrictions,
rights of way, easements and other matters of public record; (c) the exceptions (general and specific) and exclusions set forth
in such Title Policy; (d) other matters to which like properties are commonly subject; (e) the rights of tenants (as tenants only)
under leases (including subleases) pertaining to the related Mortgaged Property and condominium declarations; and (f) if
the related Purchased Loan is cross-collateralized with any other Purchased Loan, the lien of the Mortgage for such other Purchased
Loan, provided that none of which items (a) through (f), individually or in the aggregate, materially and adversely interferes
with the value or current use of the Mortgaged Property or the security intended to be provided by such Mortgage or the Mortgagor’s
ability to pay its obligations when they become due (collectively, the “Permitted Encumbrances”). Except as contemplated
by clause (f) of the preceding sentence, none of the Permitted Encumbrances are mortgage liens that are senior to or coordinate
and co-equal with the lien of the related Mortgage. Such Title Policy (or, if it has yet to be issued, the coverage to be provided
thereby) is in full force and effect, all premiums thereon have been paid and no claims have been made by the Seller thereunder
and no claims have been paid thereunder. Neither the Seller, nor to the best knowledge of Seller, any other holder of the Purchased
Loan, has done, by act or omission, anything that would materially impair the coverage under such Title Policy.


 


(7) Junior
Liens. It being understood that B notes secured by the same Mortgage as a Purchased Loan are not subordinate mortgages or
junior liens, except for any Purchased Loan that is cross-collateralized and cross-defaulted with another Purchased Loan, there
are, as of origination, and to the best knowledge of Seller, as of the Purchase Date, no subordinate mortgages or junior liens
securing the payment of money encumbering the related Mortgaged Property (other than Permitted Encumbrances, taxes and assessments,
mechanics and materialmen’s liens (which are the subject of the representation in paragraph (5) above), and equipment and
other personal property financing. The Seller has no knowledge of any mezzanine debt secured directly by interests in the related
Mortgagor.


 


(8) Assignment
of Leases and Rents. There exists as part of the related Purchased Loan File an Assignment of Leases (either as a separate
instrument or incorporated into the related Mortgage). Subject to the Permitted Encumbrances, each related Assignment of Leases
creates a valid first-priority collateral assignment of, or a valid first-priority lien or security interest in, rents and certain
rights under the related lease or leases, subject only to a license granted to the related Mortgagor to exercise certain rights
and to perform certain obligations of the lessor under such lease or leases, including the right to operate the related leased
property, except as the enforcement thereof may be limited by the Standard Qualifications. The related Mortgage or related Assignment
of Leases, subject to applicable law, provides that, upon an event of default under the Purchased Loan, a receiver is permitted
to be appointed for the collection of rents or for the related mortgagee to enter into possession to collect the rents or for
rents to be paid directly to the mortgagee.


 






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(9) UCC
Filings. If the related Mortgaged Property is operated as a hospitality property, the Seller has filed and/or recorded or
caused to be filed and/or recorded (or, if not filed and/or recorded, have been submitted in proper form for filing and/or recording),
UCC financing statements in the appropriate public filing and/or recording offices necessary at the time of the origination of
the Purchased Loan to perfect a valid security interest in all items of physical personal property reasonably necessary to operate
such Mortgaged Property owned by such Mortgagor and located on the related Mortgaged Property (other than any non-material personal
property, any personal property subject to a purchase money security interest, a sale and leaseback financing arrangement as permitted
under the terms of the related Purchased Loan Documents or any other personal property leases applicable to such personal property),
to the extent perfection may be effected pursuant to applicable law by recording or filing, as the case may be. Subject to the
Standard Qualifications, each related Mortgage (or equivalent document) creates a valid and enforceable lien and security interest
on the items of personalty described above. No representation is made as to the perfection of any security interest in rents or
other personal property to the extent that possession or control of such items or actions other than the filing of UCC financing
statements are required in order to effect such perfection.


 


(10) Condition
of Property. Seller or the originator of the Purchased Loan inspected or caused to be inspected each related Mortgaged Property
within six (6) months of origination of the Purchased Loan and within twelve (12) months of the Purchase Date.


 


An
engineering report or property condition assessment was prepared in connection with the origination of each Purchased Loan no
more than twelve (12) months prior to the Purchase Date. To the best knowledge of Seller, based solely upon due diligence customarily
performed in connection with the origination of comparable Purchased Loans, as of the Purchase Date, each related Mortgaged Property
was free and clear of any material damage (other than (i) any damage or deficiency that is estimated to cost less than $50,000
to repair, (ii) any deferred maintenance for which escrows were established at origination and (iii) any damage fully covered
by insurance) that would affect materially and adversely the use or value of such Mortgaged Property as security for the Purchased
Loan.


 


(11) Taxes
and Assessments. All taxes, governmental assessments and other outstanding governmental charges (including, without limitation,
water and sewage charges), or installments thereof, that could be a lien on the related Mortgaged Property that would be of equal
or superior priority to the lien of the Mortgage and that prior to the Purchase Date have become delinquent in respect of each
related Mortgaged Property have been paid, or an escrow of funds has been established in an amount sufficient to cover such payments
and reasonably estimated interest and penalties, if any, thereon. For purposes of this representation and warranty, real estate
taxes and governmental assessments and other outstanding governmental charges and installments thereof shall not be considered
delinquent until the earlier of (a) the date on which interest and/or penalties would first be payable thereon and (b) the date
on which enforcement action is entitled to be taken by the related taxing authority.


 






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(12) Condemnation.
As of the date of origination and to the best knowledge of Seller as of the Purchase Date, there is no proceeding pending, and,
to the best knowledge of Seller as of the date of origination and as of the Purchase Date, there is no proceeding threatened,
for the total or partial condemnation of such Mortgaged Property that would have a material adverse effect on the value, use or
operation of the Mortgaged Property.


 


(13) Actions
Concerning Purchased Loan. As of the date of origination and to the best knowledge of Seller as of the Purchase Date, there
was no pending or filed action, suit or proceeding, arbitration or governmental investigation involving any Mortgagor, guarantor,
or Mortgagor’s interest in the Mortgaged Property, an adverse outcome of which would reasonably be expected to materially
and adversely affect (a) such Mortgagor’s title to the Mortgaged Property, (b) the validity or enforceability of the Mortgage,
(c) such Mortgagor’s ability to perform under the related Purchased Loan, (d) such guarantor’s ability to perform under
the related guaranty, (e) the principal benefit of the security intended to be provided by the Purchased Loan Documents or
(f) the current principal use of the Mortgaged Property.


 


(14) Escrow
Deposits. All escrow deposits and payments required to be escrowed with lender pursuant to each Purchased Loan are in the
possession, or under the control, of the Seller or its servicer, and there are no deficiencies (subject to any applicable grace
or cure periods) in connection therewith, and all such escrows and deposits (or the right thereto) that are required to be escrowed
with lender under the related Purchased Loan Documents are being conveyed by the Seller to Buyer or its servicer.


 


(15) No
Holdbacks. The principal amount of the Purchased Loan stated on the Purchased Loan Schedule has been fully disbursed as of
the Purchase Date and there is no requirement for future advances thereunder (except in those cases where the full amount of the
Purchased Loan has been disbursed but a portion thereof is being held in escrow or reserve accounts pending the satisfaction of
certain conditions relating to leasing, repairs or other matters with respect to the related Mortgaged Property, the Mortgagor
or other considerations determined by Seller to merit such holdback).


 


(16) Insurance.
Each related Mortgaged Property is, and is required pursuant to the related Mortgage to be, insured by a property insurance policy
providing coverage for loss in accordance with coverage found under a “special cause of loss form” or “all risk
form” that includes replacement cost valuation issued by an insurer meeting the requirements of the related Purchased Loan
Documents and having a claims-paying or financial strength rating of any one of the following: (i) at least “A-:VIII”
from A.M. Best Company, (ii) at least “A3” (or the equivalent) from Moody’s Investors Service, Inc. or (iii) at
least “A-” from Standard & Poor’s Ratings Service (collectively the “Insurance Rating Requirements”),
in an amount (subject to a customary deductible) not less than the lesser of (1) the original principal balance of the Purchased
Loan and (2) the full insurable value on a replacement cost basis of the improvements, furniture, furnishings, fixtures and equipment
owned by the Mortgagor and included in the Mortgaged Property (with no deduction for physical depreciation), but, in any event,
not less than the amount necessary or containing such endorsements as are necessary to avoid the operation of any coinsurance
provisions with respect to the related Mortgaged Property.


 






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Each
related Mortgaged Property is also covered, and required to be covered pursuant to the related Purchased Loan Documents, by business
interruption or rental loss insurance which (subject to a customary deductible) covers a period of not less than 12 months (or
with respect to each Purchased Loan on a single asset with a principal balance of $50 million or more, 18 months).


 


If
any material part of the improvements, exclusive of a parking lot, located on a Mortgaged Property is in an area identified in
the Federal Register by the Federal Emergency Management Agency as having special flood hazards, the related Mortgagor is required
to maintain insurance in the maximum amount available under the National Flood Insurance Program.


 


If
the Mortgaged Property is located within 25 miles of the coast of the Gulf of Mexico or the Atlantic coast of Florida, Georgia,
South Carolina or North Carolina, the related Mortgagor is required to maintain coverage for windstorm and/or windstorm related
perils and/or “named storms” issued by an insurer meeting the Insurance Rating Requirements or endorsement covering
damage from windstorm and/or windstorm related perils and/or named storms.


 


The
Mortgaged Property is covered, and required to be covered pursuant to the related Purchased Loan Documents, by a commercial general
liability insurance policy issued by an insurer meeting the Insurance Rating Requirements including coverage for property damage,
contractual damage and personal injury (including bodily injury and death) in amounts as are generally required by the Seller
for loans originated for securitization, and in any event not less than $1 million per occurrence and $2 million in the aggregate.


 


An
architectural or engineering consultant has performed an analysis of each of the Mortgaged Properties located in seismic zones
3 or 4 in order to evaluate the structural and seismic condition of such property, for the sole purpose of assessing either the
scenario expected limit (“SEL”) or the probable maximum loss (“PML”) for the Mortgaged Property in
the event of an earthquake. In such instance, the SEL or PML, as applicable, was based on a 475-year return period, an exposure
period of 50 years and a 10% probability of exceedance. If the resulting report concluded that the SEL or PML, as applicable,
would exceed 20% of the amount of the replacement costs of the improvements, earthquake insurance on such Mortgaged Property was
obtained by an insurer rated at least “A:VIII” by A.M. Best Company or “A3” (or the equivalent) from Moody’s
Investors Service, Inc. or “A-” by Standard & Poor’s Ratings Service in an amount not less than 100% of the
SEL or PML, as applicable.


 


The
Purchased Loan Documents require insurance proceeds in respect of a property loss to be applied either (a) to the repair or restoration
of all or part of the related Mortgaged Property, with respect to all property losses in excess of 5% of the then outstanding
principal amount of the related Purchased Loan, the lender (or a trustee appointed by it) having the right to hold and disburse
such proceeds as the repair or restoration progresses, or (b) to the payment of the outstanding principal balance of such Purchased
Loan together with any accrued interest thereon.


 






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All
premiums on all insurance policies referred to in this section required to be paid as of the Purchase Date have been paid, and
such insurance policies name the lender under the Purchased Loan and its successors and assigns as a loss payee under a mortgagee
endorsement clause or, in the case of the general liability insurance policy, as named or additional insured. Such insurance policies
will inure to the benefit of Buyer. Each related Purchased Loan obligates the related Mortgagor to maintain all such insurance
and, at such Mortgagor’s failure to do so, authorizes the lender to maintain such insurance at the Mortgagor’s cost
and expense and to charge such Mortgagor for related premiums. All such insurance policies (other than commercial liability policies)
require at least 10 days’ prior notice to the lender of termination or cancellation arising because of nonpayment of a premium
and at least 30 days prior notice to the lender of termination or cancellation (or such lesser period, not less than 10 days,
as may be required by applicable law) arising for any reason other than non-payment of a premium and no such notice has been received
by Seller.


 


(17) Access;
Utilities; Separate Tax Lots. Each Mortgaged Property (a) is located on or adjacent to a public road and has direct legal
access to such road, or has access via an irrevocable easement or irrevocable right of way permitting ingress and egress to/from
a public road, (b) is served by or has uninhibited access rights to public or private water and sewer (or well and septic) and
all required utilities, all of which are appropriate for the current use of the Mortgaged Property, and (c) constitutes one or
more separate tax parcels which do not include any property which is not part of the Mortgaged Property or is subject to an endorsement
under the related Title Policy insuring the Mortgaged Property, or in certain cases, an application has been, or will be, made
to the applicable governing authority for creation of separate tax lots, in which case the Purchased Loan requires the Mortgagor
to escrow an amount sufficient to pay taxes for the existing tax parcel of which the Mortgaged Property is a part until the separate
tax lots are created.


 


(18) No
Encroachments. To the best knowledge of Seller based solely on surveys obtained in connection with origination and the lender’s
Title Policy (or, if such policy is not yet issued, a pro forma title policy, a preliminary title policy with escrow instructions
or a “marked up” commitment) obtained in connection with the origination of each Purchased Loan, all material improvements
that were included for the purpose of determining the appraised value of the related Mortgaged Property at the time of the origination
of such Purchased Loan are within the boundaries of the related Mortgaged Property, except encroachments that do not materially
and adversely affect the value or current use of such Mortgaged Property or for which insurance or endorsements were obtained
under the Title Policy. No improvements on adjoining parcels encroach onto the related Mortgaged Property except for encroachments
that do not materially and adversely affect the value or current use of such Mortgaged Property or for which insurance or endorsements
were obtained under the Title Policy. No improvements encroach upon any easements except for encroachments the removal of which
would not materially and adversely affect the value or current use of such Mortgaged Property or for which insurance or endorsements
obtained with respect to the Title Policy.


 


(19) No
Contingent Interest or Equity Participation. No Purchased Loan has a shared appreciation feature, any other contingent interest
feature or a negative amortization feature (except that an ARD Loan (as defined below) may provide for the accrual of the portion
of interest in excess of the rate in effect prior to the Anticipated Repayment Date (as defined below)) or an equity participation
by Seller.


 






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(20) REMIC.
The Purchased Loan is a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code (but determined without
regard to the rule in Treasury Regulations Section 1.860G-2(f)(2) that treats certain defective Mortgage Loans as qualified mortgages),
and, accordingly, (A) the issue price of the Purchased Loan to the related Mortgagor at origination did not exceed the non-contingent
principal amount of the Purchased Loan and (B) either: (a) such Purchased Loan is secured by an interest in real property (including
buildings and structural components thereof, but excluding personal property) having a fair market value (i) at the date the Purchased
Loan was originated at least equal to 80% of the adjusted issue price of the Purchased Loan on such date or (ii) at the Purchase
Date at least equal to 80% of the adjusted issue price of the Purchased Loan on such date, provided that for purposes hereof,
the fair market value of the real property interest must first be reduced by (A) the amount of any lien on the real property interest
that is senior to the Purchased Loan and (B) a proportionate amount of any lien that is in parity with the Purchased Loan; or
(b) substantially all of the proceeds of such Purchased Loan were used to acquire, improve or protect the real property which
served as the only security for such Purchased Loan (other than a recourse feature or other third-party credit enhancement within
the meaning of Treasury Regulations Section 1.860G-2(a)(1)(ii)). If the Purchased Loan was “significantly modified”
prior to the Purchase Date so as to result in a taxable exchange under Section 1001 of the Code, it either (x) was modified as
a result of the default or reasonably foreseeable default of such Purchased Loan or (y) satisfies the provisions of either sub-clause
(B)(a)(i) above (substituting the date of the last such modification for the date the Purchased Loan was originated) or sub-clause
(B)(a)(ii), including the proviso thereto. Any prepayment premium and yield maintenance charges applicable to the Purchased Loan
constitute “customary prepayment penalties” within the meaning of Treasury Regulations Section 1.860G-1(b)(2). All terms
used in this paragraph shall have the same meanings as set forth in the related Treasury Regulations.


 


(21) Compliance
with Usury Laws. The interest rate (exclusive of any default interest, late charges, yield maintenance charge, or prepayment
premiums) of such Purchased Loan complied as of the date of origination with, or was exempt from, applicable state or federal
laws, regulations and other requirements pertaining to usury.


 


(22) Authorized
to do Business. To the extent required under applicable law, as of the Purchase Date or as of the date that such entity held
the Mortgage Note, each holder of the Mortgage Note was authorized to originate, acquire and/or hold (as applicable) the Mortgage
Note in the jurisdiction in which each related Mortgaged Property is located, or the failure to be so authorized does not materially
and adversely affect the enforceability of such Purchased Loan.


 


(23) Trustee
under Deed of Trust. With respect to each Mortgage which is a deed of trust, as of the date of origination and, to the best
knowledge of Seller, as of the Purchase Date, a trustee, duly qualified under applicable law to serve as such, currently so serves
and is named in the deed of trust or has been substituted in accordance with the Mortgage and applicable law or may be substituted
in accordance with the Mortgage and applicable law by the related mortgagee.


 






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(24) Local Law Compliance.
To the best knowledge of Seller, based upon any of a letter from any governmental authorities, a legal opinion, an architect’s
letter, a zoning consultant’s report, an endorsement to the related Title Policy, or other affirmative investigation of local
law compliance consistent with the investigation conducted by the Seller for similar commercial, multifamily and manufactured housing
community mortgage loans intended for securitization, with respect to the improvements located on or forming part of each Mortgaged
Property securing a Purchased Loan as of the date of origination of such Purchased Loan and as of the Purchase Date, there are
no material violations of applicable zoning ordinances, building codes and land laws (collectively “Zoning Regulations”)
other than those which (i) constitute a legal non-conforming use or structure, as to which as the Mortgaged Property may be restored
or repaired to the full extent necessary to maintain the use of the structure immediately prior to a casualty or the inability
to restore or repair to the full extent necessary to maintain the use or structure immediately prior to the casualty would not
materially and adversely affect the use or operation of the Mortgaged Property, (ii) are insured by the Title Policy or other
insurance policy, (iii) are insured by law and ordinance insurance coverage in amounts customarily required by the Seller
for loans originated for securitization that provides coverage for additional costs to rebuild and/or repair the property to current
Zoning Regulations or (iv) would not have a material adverse effect on the value, operation or net operating income of the Mortgage
Property. The terms of the Purchased Loan Documents require the Mortgagor to comply in all material respects with all applicable
governmental regulations, zoning and building laws.


 


(25) Licenses and
Permits. Each Mortgagor covenants in the Purchased Loan Documents that it shall keep all material licenses, permits and applicable
governmental authorizations necessary for its operation of the Mortgaged Property in full force and effect, and to the best knowledge
of Seller based upon a letter from any government authorities or other affirmative investigation of local law compliance consistent
with the investigation conducted by the Seller for similar commercial, multifamily Purchased Loans and manufactured housing community
mortgage loans intended for securitization, all such material licenses, permits and applicable governmental authorizations are
in effect. The Purchased Loan requires the related Mortgagor to be qualified to do business in the jurisdiction in which the related
Mortgaged Property is located.


 


(26) Recourse Obligations.
The Purchased Loan Documents for each Purchased Loan provide that such Purchased Loan is non-recourse to the related parties thereto
except that (a) the related Mortgagor and at least one other individual or entity shall be fully liable for actual losses, liabilities,
costs and damages arising from certain acts of the related Mortgagor and/or its principals specified in the related Purchased Loan
Documents, which acts generally include the following: (i) acts of fraud or intentional material misrepresentation, (ii) misapplication
or misappropriation of rents after the occurrence of an event of default under the Mortgage Loan, insurance proceeds or condemnation
awards, (iii) intentional material physical waste of the Mortgaged Property, and (iv) any breach of the environmental covenants
contained in the related Purchased Loan Documents, and (b) the Purchased Loan shall become full recourse to the related Mortgagor
and at least one other individual or entity, if the related Mortgagor files a voluntary petition under federal or state bankruptcy
or insolvency law.


 




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(27) Mortgage Releases.
The terms of the related Mortgage or related Purchased Loan Documents do not provide for release of any material portion of the
Mortgaged Property from the lien of the Mortgage except (a) a partial release, accompanied by principal repayment, or partial Defeasance
(as defined in paragraph (32)), of not less than a specified percentage at least equal to the lesser of (i) 110% of the related
allocated loan amount of such portion of the Mortgaged Property and (ii) the outstanding principal balance of the Purchased
Loan, (b) upon payment in full of such Purchased Loan, (c) upon a Defeasance (as defined in paragraph (32)), (d) releases
of out-parcels that are unimproved or other portions of the Mortgaged Property which will not have a material adverse effect on
the underwritten value of the Mortgaged Property and which were not afforded any value in the appraisal obtained at the origination
of the Purchased Loan and are not necessary for physical access to the Mortgaged Property or compliance with zoning requirements,
or (e) as required pursuant to an order of condemnation. With respect to any partial release under the preceding clauses (a) or
(d), either: (x) such release of collateral (i) would not constitute a “significant modification” of the
subject Purchased Loan within the meaning of Treasury Regulations Section 1.860G-2(b)(2) and (ii) would not cause the subject Purchased
Loan to fail to be a “qualified mortgage” within the meaning of Section 860G(a)(3)(A) of the Code; or (y) the mortgagee
or servicer can, in accordance with the related Purchased Loan Documents, condition such release of collateral on the related Mortgagor’s
delivery of an opinion of tax counsel to the effect specified in the immediately preceding clause (x). For purposes of the preceding
clause (x), if the fair market value of the real property constituting such Mortgaged Property after the release is not equal to
at least 80% of the principal balance of the Purchased Loan outstanding after the release, the Mortgagor is required to make a
payment of principal in an amount not less than the amount required by the REMIC Provisions (as defined below).


 


In the case of any Purchased
Loan, in the event of a taking of any portion of a Mortgaged Property by a State or any political subdivision or authority thereof,
whether by legal proceeding or by agreement, the Mortgagor can be required to pay down the principal balance of the Purchased Loan
in an amount not less than the amount required by the REMIC Provisions and, to such extent, condemnation proceeds may not be required
to be applied to the restoration of the Mortgaged Property or released to the Mortgagor, if, immediately after the release of such
portion of the Mortgaged Property from the lien of the Mortgage (but taking into account the planned restoration) the fair market
value of the real property constituting the remaining Mortgaged Property is not equal to at least 80% of the remaining principal
balance of the Purchased Loan.


 




No Purchased Loan that
is secured by more than one Mortgaged Property or that is cross-collateralized with another Purchased Loan permits the release
of cross-collateralization of the related Mortgaged Properties or a portion thereof, including pursuant to a condemnation, other
than in compliance with the REMIC Provisions.


 


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(28) Financial Reporting
and Rent Rolls. The Purchased Loan Documents for each Purchased Loan require that the Mortgagor to provide the owner or holder
of the Mortgage with quarterly (other than for single-tenant properties) and annual operating statements, and quarterly (other
than for single-tenant properties) rent rolls for properties that have leases contributing more than 5% of the in-place base rent
and annual financial statements, which annual financial statements with respect to each Purchased Loan with more than one Mortgagor
are in the form of an annual combined balance sheet of the Mortgagor entities (and no other entities), together with the related
combined statements of operations, members’ capital and cash flows, including a combining balance sheet and statement of
income for the Mortgaged Properties on a combined basis.


 


(29) Acts of Terrorism
Exclusion. With respect to each Purchased Loan with a Purchase Date Principal Balance over $20 million, the related special-form
all-risk insurance policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) do
not specifically exclude Acts of Terrorism, as defined in the Terrorism Risk Insurance Act of 2002, as amended by the Terrorism
Risk Insurance Program Reauthorization Act of 2007 (collectively referred to as “TRIA”), from coverage, or if
such coverage is excluded, it is covered by a separate terrorism insurance policy. With respect to each other Purchased Loan, the
related special-form all-risk insurance policy and business interruption policy (issued by an insurer meeting the Insurance Rating
Requirements) did not, as of the date of origination of the Purchased Loan, and, to the best knowledge of Seller, do not, as of
the Purchase Date, specifically exclude Acts of Terrorism, as defined in TRIA, from coverage, or if such coverage is excluded,
it is covered by a separate terrorism insurance policy. With respect to each Purchased Loan, the related Purchased Loan Documents
do not expressly waive or prohibit the mortgagee from requiring coverage for Acts of Terrorism, as defined in TRIA, or damages
related thereto except to the extent that any right to require such coverage may be limited by commercial availability on commercially
reasonable terms; provided, however, that if TRIA or a similar or subsequent statute is not in effect, then, provided
that terrorism insurance is commercially available, the Mortgagor under each Purchased Loan is required to carry terrorism insurance,
but in such event the Mortgagor shall not be required to spend on terrorism insurance coverage more than two times the amount of
the insurance premium that is payable in respect of the property and business interruption/rental loss insurance required under
the related Purchased Loan Documents (without giving effect to the cost of terrorism and earthquake components of such casualty
and business interruption/rental loss insurance) at the time of the origination of the Purchased Loan, and if the cost of terrorism
insurance exceeds such amount, the Mortgagor is required to purchase the maximum amount of terrorism insurance available with funds
equal to such amount.


 


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(30) Due on Sale
or Encumbrance. Subject to specific exceptions set forth below, each Purchased Loan contains a “due on sale” or
other such provision for the acceleration of the payment of the unpaid principal balance of such Purchased Loan if, without the
consent of the holder of the Mortgage (which consent, in some cases, may not be unreasonably withheld) and/or complying with the
requirements of the related Purchased Loan Documents (which provide for transfers without the consent of the lender which are customarily
acceptable to the Seller lending on the security of property comparable to the related Mortgaged Property, including, without limitation,
transfers of worn-out or obsolete furnishings, fixtures, or equipment promptly replaced with property of equivalent value and functionality
and transfers by leases entered into in accordance with the Purchased Loan Documents), (a) the related Mortgaged Property, or any
equity interest of greater than 50% in the related Mortgagor, is directly or indirectly pledged, transferred or sold, other than
as related to (i) family and estate planning transfers or transfers upon death or legal incapacity, (ii) transfers to certain affiliates
as defined in the related Purchased Loan Documents, (iii) transfers of less than, or other than, a controlling interest in the
related Mortgagor, (iv) transfers to another holder of direct or indirect equity in the Mortgagor, a specific Person designated
in the related Purchased Loan Documents or a Person satisfying specific criteria identified in the related Purchased Loan Documents,
such as a qualified equityholder, (v) transfers of stock or similar equity units in publicly traded companies, (vi) a substitution
or release of collateral within the parameters of paragraphs (27) and (32) herein, or (vii) by reason of any mezzanine debt that
existed at the origination of the related Purchased Loan (and which is disclosed in writing to Buyer and approved by Buyer in its
sole discretion prior to the Purchase Date of such Purchased Loan), or (b) the related Mortgaged Property is encumbered with a
subordinate lien or security interest against the related Mortgaged Property, other than (i) any subordinate debt that existed
at origination and is permitted under the related Purchased Loan Documents, (ii) purchase money security interests, (iii)
any Purchased Loan that is cross-collateralized and cross-defaulted with another Purchased Loan, or (iv) Permitted Encumbrances.
The Mortgage or other Purchased Loan Documents provide that to the extent any rating agency fees are incurred in connection with
the review of and consent to any transfer or encumbrance, the Mortgagor is responsible for such payment along with all other reasonable
fees and expenses incurred by the Mortgagee relative to such transfer or encumbrance.


 


(31) Single-Purpose
Entity. Each Purchased Loan requires the Mortgagor to be a Single-Purpose Entity for at least as long as the Purchased Loan
is outstanding. Both the Purchased Loan Documents and the organizational documents of the Mortgagor with respect to each Purchased
Loan with a Purchase Date Principal Balance in excess of $5 million provide that the Mortgagor is a Single-Purpose Entity, and
each Purchased Loan with a Purchase Date Principal Balance of $20 million or more has a counsel’s opinion regarding non-consolidation
of the Mortgagor. For this purpose, a “Single-Purpose Entity” shall mean an entity, other than an individual,
whose organizational documents (or if the Purchased Loan has a Purchase Date Principal Balance equal to $5 million or less, its
organizational documents or the related Purchased Loan Documents) provide substantially to the effect that it was formed or organized
solely for the purpose of owning and operating one or more of the Mortgaged Properties securing the Purchased Loans and prohibit
it from engaging in any business unrelated to such Mortgaged Property or Properties, and whose organizational documents further
provide, or which entity represented in the related Purchased Loan Documents, substantially to the effect that it does not have
any assets other than those related to its interest in and operation of such Mortgaged Property or Properties, or any indebtedness
other than as permitted by the related Mortgage(s) or the other related Purchased Loan Documents, that it has its own books and
records and accounts separate and apart from those of any other person (other than a Mortgagor for a Purchased Loan that is cross-collateralized
and cross-defaulted with the related Purchased Loan), and that it holds itself out as a legal entity, separate and apart from any
other person or entity.


 




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(32) Defeasance.
With respect to any Purchased Loan that, pursuant to the Purchased Loan Documents, can be defeased (a “Defeasance”),
(i) the Purchased Loan Documents provide for defeasance as a unilateral right of the Mortgagor, subject to satisfaction of conditions
specified in the Purchased Loan Documents; (ii) the Purchased Loan cannot be defeased within two years after the Closing Date;
(iii) the Mortgagor is permitted to pledge only United States “government securities” within the meaning of Treasury
Regulations Section 1.860G-2(a)(8)(ii), the revenues from which will, in the case of a full Defeasance, be sufficient to make all
scheduled payments under the Purchased Loan when due, including the entire remaining principal balance on the maturity date (or
on or after the first date on which payment may be made without payment of a yield maintenance charge or prepayment penalty) or,
if the Purchased Loan is an ARD Loan, the entire principal balance outstanding on the Anticipated Repayment Date, and if the Purchased
Loan permits partial releases of real property in connection with partial defeasance, the revenues from the collateral will be
sufficient to pay all such scheduled payments calculated on a principal amount equal to a specified percentage at least equal to
the lesser of (a) 110% of the allocated loan amount for the real property to be released and (b) the outstanding principal
balance of the Purchased Loan; (iv) the Mortgagor is required to provide a certification from an independent certified public accountant
that the collateral is sufficient to make all scheduled payments under the Mortgage Note as set forth in clause (iii) above; (v)
if the Mortgagor would continue to own assets in addition to the defeasance collateral, the portion of the Purchased Loan secured
by defeasance collateral is required to be assumed (or the mortgagee may require such assumption) by a Single-Purpose Entity; (vi)
the Mortgagor is required to provide an opinion of counsel that the mortgagee has a perfected security interest in such collateral
prior to any other claim or interest; and (vii) the Mortgagor is required to pay all rating agency fees associated with defeasance
(if rating confirmation is a specific condition precedent thereto) and all other reasonable expenses associated with defeasance,
including, but not limited to, accountant’s fees and opinions of counsel.


 


(33) Fixed Interest
Rates. Each Purchased Loan bears interest at a rate that remains fixed throughout the remaining term of such Purchased Loan,
except in the case of ARD Loans and situations where default interest is imposed.


 


(34) Ground Leases.
For purposes of this Agreement, a “Ground Lease” shall mean a lease creating a leasehold estate in real property
where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and
other improvements, if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances,
own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner and does
not include industrial development agency (IDA) or similar leases for purposes of conferring a tax abatement or other benefit.


 


With respect to any Purchased
Loan where the Purchased Loan is secured by a leasehold estate under a Ground Lease in whole or in part, and the related Mortgage
does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease
and any estoppel or other agreement received from the ground lessor in favor of Seller, its successors and assigns, Seller represents
and warrants that:


 


		(a)	The Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted
for recordation in a form that is acceptable for recording in the applicable jurisdiction. The Ground Lease or an estoppel or other
agreement received from the ground lessor permits the interest of the lessee to be encumbered by the related Mortgage and does
not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially
adversely affect the security provided by the related Mortgage;



 



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		(b)	The lessor under such Ground Lease has agreed in a writing included in the related Purchased Loan
File (or in such Ground Lease) that the Ground Lease may not be amended or modified, or canceled or terminated by agreement of
lessor and lessee, without the prior written consent of the lender, and no such consent has been granted by the Seller since the
origination of the Purchased Loan except as reflected in any written instruments which are included in the related Purchased Loan
File;



 


		(c)	The Ground Lease has an original term (or an original term plus one or more optional renewal terms,
which, under all circumstances, may be exercised, and will be enforceable, by either borrower or the mortgagee) that extends not
less than 20 years beyond the stated maturity of the related Purchased Loan, or 10 years past the stated maturity if such Purchased
Loan fully amortizes by the stated maturity (or with respect to a Purchased Loan that accrues on an actual 360 basis, substantially
amortizes);



 


		(d)	The Ground Lease either (i) is not subject to any liens or encumbrances superior to, or of equal
priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances, or (ii)  is
subject to a subordination, non-disturbance and attornment agreement to which the mortgagee on the lessor’s fee interest
in the Mortgaged Property is subject;



 


		(e)	The Ground Lease does not place commercially unreasonable restrictions on the identity of the Mortgagee
and the Ground Lease is assignable to the holder of the Purchased Loan and its successors and assigns without the consent of the
lessor thereunder (provided that proper notice is delivered to the extent required in accordance with the Ground Lease), and in
the event it is so assigned, it is further assignable by the holder of the Purchased Loan and its successors and assigns without
the consent of (but with prior notice to) the lessor;



 


		(f)	The Seller has not received any written notice of material default under or notice of termination
of such Ground Lease. To the best knowledge of Seller, there is no material default under such Ground Lease and no condition that,
but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease and to
the best knowledge of Seller, such Ground Lease is in full force and effect as of the Purchase Date;



 


		(g)	The Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to
give to the lender written notice of any default, and provides that no notice of default or termination is effective against the
lender unless such notice is given to the lender;



 


		(h)	A lender is permitted a reasonable opportunity (including, where necessary, sufficient time to
gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground
Lease which is curable after the lender’s receipt of notice of any default before the lessor may terminate the Ground Lease;



 


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		(i)	The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially
unreasonable by the Seller in connection with loans originated for securitization;



 


		(j)	Under the terms of the Ground Lease, an estoppel or other agreement received from the ground lessor
and the related Mortgage (taken together), any related insurance proceeds or the portion of the condemnation award allocable to
the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially
total loss or taking as addressed in clause (k) below) will be applied either to the repair or to restoration of all or part of
the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Purchased
Loan Documents) the lender or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration
progresses, or to the payment of the outstanding principal balance of the Purchased Loan, together with any accrued interest;



 


		(k)	In the case of a total or substantially total taking or loss, under the terms of the Ground Lease,
an estoppel or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation
award allocable to ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged
Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of
the Purchased Loan, together with any accrued interest; and



 


		(l)	Provided that the lender cures any defaults which are susceptible to being cured, the ground lessor
has agreed to enter into a new lease with lender upon termination of the Ground Lease for any reason, including rejection of the
Ground Lease in a bankruptcy proceeding.



 


(35) Servicing.
The servicing and collection practices used by the Seller with respect to the Purchased Loan have been, in all respects, legal
and have met customary industry standards for servicing of commercial loans for conduit loan programs.


 


(36) Origination
and Underwriting. The origination practices of the Seller (or the related originator if the Seller was not the originator)
with respect to each Purchased Loan have been, in all material respects, legal and as of the date of its origination, such Purchased
Loan and the origination thereof complied in all material respects with, or was exempt from, all requirements of federal, state
or local law relating to the origination of such Purchased Loan; provided that such representation and warranty does not address
or otherwise cover any matters with respect to federal, state or local law otherwise covered in this Exhibit VI.


 


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(37) No Material
Default; Payment Record. No Purchased Loan has been more than 30 days delinquent, without giving effect to any grace or cure
period, in making required debt service payments since origination, and as of the date hereof, no Purchased Loan is more than 30
days delinquent (beyond any applicable grace or cure period) in making required payments as of the Purchase Date. To the best knowledge
of Seller, there is (a) no material default, breach, violation or event of acceleration existing under the related Purchased Loan,
or (b) no event (other than payments due but not yet delinquent) which, with the passage of time or with notice and the expiration
of any grace or cure period, would constitute a material default, breach, violation or event of acceleration, which default, breach,
violation or event of acceleration, in the case of either clause (a) or clause (b), materially and adversely affects the value
of the Purchased Loan or the value, use or operation of the related Mortgaged Property, provided, however, that this
representation and warranty does not cover any default, breach, violation or event of acceleration that specifically pertains to
or arises out of an exception scheduled to any other representation and warranty made by the Seller in this Exhibit VI.
No person other than the holder of such Purchased Loan may declare any event of default under the Purchased Loan or accelerate
any indebtedness under the Purchased Loan Documents.


 


(38) Bankruptcy.
As of the date of origination of the related Purchased Loan and to the best knowledge of Seller as of the Purchase Date, no Mortgagor,
guarantor or tenant occupying a single-tenant property is a debtor in state or federal bankruptcy, insolvency or similar proceeding.


 


(39) Organization
of Mortgagor. With respect to each Purchased Loan, in reliance on certified copies of the organizational documents of the Mortgagor
delivered by the Mortgagor in connection with the origination of such Purchased Loan, the Mortgagor is an entity organized under
the laws of a state of the United States of America, the District of Columbia or the Commonwealth of Puerto Rico. Except with respect
to any Purchased Loan that is cross-collateralized and cross defaulted with another Purchased Loan, no Purchased Loan has a Mortgagor
that is an Affiliate of another Mortgagor. (An “Affiliate” for purposes of this paragraph (39) means, a Mortgagor
that is under direct or indirect common ownership and control with another Mortgagor.)


 


(40) Environmental
Conditions. A Phase I environmental site assessment (or update of a previous Phase I and or Phase II site assessment) and,
with respect to certain Purchased Loans, a Phase II environmental site assessment (collectively, an “ESA”) meeting
ASTM requirements conducted by a reputable environmental consultant in connection with such Purchased Loan within 12 months prior
to its origination date (or an update of a previous ESA was prepared), and such ESA either (i) did not identify the existence of
recognized environmental conditions (as such term is defined in ASTM E1527-05 or its successor, hereinafter “Environmental
Condition”) at the related Mortgaged Property or the need for further investigation with respect to any Environmental
Condition that was identified, or (ii) if the existence of an Environmental Condition or need for further investigation was
indicated in any such ESA, then at least one of the following statements is true: (A) an amount reasonably estimated by a
reputable environmental consultant to be sufficient to cover the estimated cost to cure any material noncompliance with applicable
Environmental Laws or the Environmental Condition has been escrowed by the related Mortgagor and is held or controlled by the related
lender; (B) if the only Environmental Condition relates to the presence of asbestos-containing materials, radon in indoor air,
lead based paint or lead in drinking water, and the only recommended action in the ESA is the institution of such a plan, an operations
or maintenance plan has been required to be instituted by the related Mortgagor that can reasonably be expected to mitigate the
identified risk; (C) the Environmental Condition identified in the related environmental report was remediated or abated in
all material respects prior to the date hereof, and, if and as appropriate, a no further action or closure letter was obtained
from the applicable governmental regulatory authority (or the Environmental Condition affecting the related Mortgaged Property
was otherwise listed by such governmental authority as “closed” or a reputable environmental consultant has concluded
that no further action is required); (D) a secured creditor environmental policy or a lender’s pollution legal liability
insurance policy that covers liability for the Environmental Condition was obtained from an insurer rated no less than A- (or the
equivalent) by Moody’s, S&P and/or Fitch; (E) a party not related to the Mortgagor was identified as the responsible
party for such Environmental Condition and such responsible party has financial resources reasonably estimated to be adequate to
address the situation; or (F) a party related to the Mortgagor having financial resources reasonably estimated to be adequate
to address the situation is required to take action. To the best knowledge of Seller, except as set forth in the ESA, there is
no Environmental Condition (as such term is defined in ASTM E1527-05 or its successor) at the related Mortgaged Property.


 



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(41) Appraisal.
The Servicer File contains an appraisal of the related Mortgaged Property with an appraisal date within three (3) months of the
Purchased Loan origination date, and within three (3) months of the Purchase Date. The appraisal is signed by an appraiser who
is either a Member of the Appraisal Institute (“MAI”) and/or has been licensed and certified to prepare appraisals
in the state where the Mortgaged Property is located. Each appraiser has represented in such appraisal or in a supplemental letter
that the appraisal satisfies the requirements of the “Uniform Standards of Professional Appraisal Practice” as adopted
by the Appraisal Standards Board of the Appraisal Foundation and has certified that such appraiser had no interest, direct or indirect,
in the Mortgaged Property or the Mortgagor or in any loan made on the security thereof, and its compensation is not affected by
the approval or disapproval of the Purchased Loan.


 


(42) Purchased Loan
Schedule. The information pertaining to each Purchased Loan which is set forth in the Purchased Loan Schedule is true and correct
in all material respects as of the Purchase Date and contains all information required by this Agreement to be contained therein.


 


(43) Cross-Collateralization.
No Purchased Loan is cross-collateralized or cross-defaulted with any other mortgage loan that is not a Purchased Loan.


 


(44) Advance of Funds
by the Seller. After origination, no advance of funds has been made by Seller to the related Mortgagor other than in accordance
with the Purchased Loan Documents, and, to the best knowledge of Seller, no funds have been received from any person other than
the related Mortgagor or an affiliate for, or on account of, payments due on the Purchased Loan (other than as contemplated by
the Purchased Loan Documents, such as, by way of example and not in limitation of the foregoing, amounts paid by the tenant(s)
into a lender-controlled lockbox if required or contemplated under the related lease or Purchased Loan Documents). Neither Seller
nor any affiliate thereof has any obligation to make any capital contribution to any Mortgagor under a Purchased Loan, other than
contributions made on or prior to the date hereof.


 


(45) Compliance with
Anti-Money Laundering Laws. Seller has complied in all material respects with all applicable anti-money laundering laws and
regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Purchased Loan, the
failure to comply with which would have a material adverse effect on the Purchased Loan.




 


 


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For purposes of this Exhibit VI, the following terms shall have the following meanings: 


 



“Anticipated Repayment
Date”:  With respect to any Purchased Loan that is indicated on the Purchased Loan Schedule as having a Revised
Rate, the date upon which such Purchased Loan commences accruing interest at such Revised Rate.




 


“ARD Loan”:
 Any Purchased Loan the terms of which provide that if, after an Anticipated Repayment Date, the Mortgagor has not prepaid
such Purchased Loan in full, any principal outstanding on that date will accrue interest at the Revised Rate rather than the Initial
Rate.


 


“REMIC Provisions”:
 Provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at Section 860A
through 860G of Subchapter M of Chapter 1 of the Code, and related provisions, and regulations (including any applicable proposed
regulations) and rulings promulgated thereunder, as the foregoing may be in effect from time to time.



 


“Revised Rate”:
 With respect to those Purchased Loans on the Purchased Loan Schedule indicated as having a revised rate, the increased interest
rate after the Anticipated Repayment Date (in the absence of a default) for each applicable Purchased Loan, as calculated and as
set forth in the related Purchased Loan Documents.


 


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EXHIBIT VII

 

ORGANIZATIONAL CHART

 


    	 



    	 



    
 


LCRT Organizational Chart


 


 


 


    	 



    	 



    
 


EXHIBIT VIII


 


TRANSACTION PROCEDURES


 


Preliminary Approval of New Collateral Which
is an Eligible Loan.


 


(a) Seller
may, from time to time, submit to Buyer a Preliminary Due Diligence Package for Buyer’s review and approval in order to enter into
discussions regarding a Transaction with respect to any New Collateral that Seller proposes to be included as Collateral under
the Agreement.


 


(b) Upon
Buyer’s receipt of a complete Preliminary Due Diligence Package, Buyer shall have the right to request (one or more times), additional
diligence materials and deliveries that Buyer shall specify on a Supplemental Due Diligence List. Upon Buyer’s receipt of all of
the Diligence Materials or Buyer’s waiver thereof, Buyer shall within ten (10) Business Days, or if later, following receipt of
internal credit approval, either (i) notify Seller of Buyer’s preliminary determination of Purchase Price and Market Value
for the New Collateral or (ii) deny, in Buyer’s sole and absolute discretion, Seller’s request for a Transaction. Buyer’s failure
to respond to Seller within ten (10) Business Days shall be deemed to be a denial of Seller’s request to enter into a Transaction.


 


Final Approval of New
Collateral which is an Eligible Loan. Upon Buyer’s notification to Seller of Buyer’s preliminary determination of Purchase
Price and the Market Value for any New Collateral which is an Eligible Loan, Seller shall, if Seller desires to enter into a Transaction
with respect to such New Collateral, satisfy the conditions set forth below (in addition to satisfying the conditions precedent
to obtaining each advance, as set forth in Section 3(b) of this Agreement) as a condition precedent to Buyer’s approval of such
New Collateral as Collateral, all in a manner and pursuant to documentation in form and substance satisfactory to Buyer in its
sole and absolute discretion:


 


(a) Delivery
of Purchased Loan Documents. Buyer shall have received, reviewed and approved each of the Purchased Loan Documents (including
for any Senior Interest, the Senior Interest Documents), except Purchased Loan Documents that Seller expressly and specifically
disclosed in the Diligence Materials were not in Seller’s possession;


 


(b) Environmental
and Engineering. Buyer shall have received, reviewed and approved a “Phase 1” (and, if necessary, “Phase
2”) environmental report, an asbestos survey and operation and maintenance plan, if applicable, an engineering report, and
a seismic/PML report, each in form reasonably satisfactory to Buyer, by an Approved Third-Party Provider, or such other engineer
or environmental consultant as may be reasonably approved by Buyer.


 


(c) Appraisal.
Buyer shall have received, reviewed and approved an Appraisal from an Independent Appraiser approved by Buyer in its reasonable
discretion, dated within three (3) months of the proposed Purchase Date.


 


    	 



    	 



    

 


(d) Insurance.
Buyer shall have received, reviewed and approved certificates or other evidence of insurance demonstrating insurance coverage in
respect of the Mortgaged Property of types, in amounts, with insurers and otherwise in compliance with the terms, provisions and
conditions set forth in the Purchased Loan Documents. Such certificates or other evidence shall indicate that Seller will be named
as an additional insured as its interest may appear and shall contain a loss payee endorsement in favor of such additional insured
with respect to the policies required to be maintained under the Purchased Loan Documents.


 


(e) Survey.
Buyer shall have received, reviewed and approved all surveys of the Mortgaged Property that are in Seller’s possession, and which
surveys shall contain flood zone certification.


 


(f) Lien,
Judgment and Litigation Search Reports. Buyer or Buyer’s counsel shall have received, reviewed and approved, satisfactory reports
of UCC, tax lien, judgment, litigation searches and title updates as Buyer may reasonably require conducted by search firms and/or
title companies acceptable to Buyer with respect to the Eligible Loan, Mortgaged Property, Seller and Mortgagor, and their respective
affiliates, such searches to be conducted in each location Buyer shall reasonably designate.


 


(g) Credit
and “Know Your Client” Searches. Buyer shall have received, reviewed and approved a TRW credit report, Lexis-Nexis
searches and OFAC and “Know Your Client” searches conducted by search firms and/or title companies acceptable to Buyer
with respect to Mortgagor, any guarantor and their affiliates.


 


(h) Opinions
of Counsel. Buyer shall have received copies of all legal opinions in Seller’s possession with respect to the Eligible
Loan which shall be in form and substance reasonably satisfactory to Buyer.


 


(i) Additional
Real Estate Matters. Seller shall have delivered to Buyer to the extent in Seller’s possession such other real estate related
certificates and documentation as may have been requested by Buyer, such as: (i) certificates of occupancy issued by the appropriate
Governmental Authority and either letters certifying that the Mortgaged Property is in compliance with all applicable zoning laws
issued by the appropriate Governmental Authority or evidence that the related Title Policy includes a zoning endorsement, (ii)
abstracts (if any) of any ground leases and space leases in effect at the Mortgaged Property (including a description of any co-tenancy/go-dark
clauses, if applicable) and estoppel certificates, in form and substance acceptable to Buyer, from any ground lessor and from any
tenant that occupies 7.5% or more of the rentable space at the Mortgaged Property, and in any event from tenants whose occupancies
aggregate not less than 70% of the occupied rentable square footage at the Mortgaged Property, (iii) copies of any management agreements
and service agreements in effect relating to the Mortgaged Property, (iv) a copy of the Title Policy together with copies of all
reciprocal easement agreements and operating agreements, if applicable, and all other recorded documents and agreements affecting
title to the Mortgaged Property, (v) a copy of the purchase and sale agreement for the Mortgaged Property, if applicable, (vi)
a copy of the marketing and leasing plan for the Mortgaged Property, if applicable, (vii) copies of tenant sales reports, if applicable,
(viii) a copy of any franchise agreement relating to the Mortgaged Property, if applicable; and (ix) STR/PACE reports, if applicable;
(x) LIHTL/HUD information, if applicable, and all of the foregoing documents and information shall be in form and substance satisfactory
to Buyer.


 


    	 



    	 



    

 


(j) Other
Documents. Buyer shall have received such other documents as Buyer or its counsel shall reasonably deem necessary.


 


Within five (5) Business Days of Seller’s satisfaction
of all of the conditions enumerated in clauses (a) through (j) above, Buyer shall either (i) if the Purchased Loan Documents with
respect to the New Collateral are not satisfactory in form and substance to Buyer, notify Seller that Buyer has not approved the
New Collateral as Collateral or (ii) notify Seller that Buyer has approved the New Collateral as Collateral (which notice shall
specify any changes in the Purchase Price resulting from such further review). Buyer’s failure to respond to Seller within five
(5) Business Days shall be deemed to be a denial of Seller’s request that Buyer approve the New Collateral, unless Buyer and Seller
have agreed otherwise in writing.


 


    	 



    	 



    
 



EXHIBIT IX


 


FORM SERVICER NOTICE AND AGREEMENT


 


____________, 2015





	 	 
	[SERVICER]	 
	 	 
	 	 
	 	 



	 	 
	 	RE: Master Repurchase Agreement, dated as of June 15,
2015 (as amended, modified and/or restated, the “Repurchase Agreement”) between LCRT Warehouse I LLC, as Master
Seller (“Master Seller”), and Deutsche Bank AG, Cayman Islands Branch, as Buyer (“Buyer”)




 


Ladies and Gentlemen:


 


_____________________ (“Servicer”)
has entered into that certain Servicing Agreement, dated as of ________, 201_ (the “Servicing Agreement”), with
Master Seller (together with any Series Seller (as defined in the Repurchase Agreement) party thereto, collectively, “Seller”)
pursuant to which Servicer will be servicing certain commercial mortgage loans identified on Schedule I hereof, which loans
are subject to Transactions with Buyer under the Repurchase Agreement. Capitalized terms used but not defined herein shall have
the meaning set forth in the Repurchase Agreement. Servicer is hereby notified of, and agrees to comply with, the following:


 


The Purchased Loan Documents
of each Purchased Loan provide, or Seller or Servicer has delivered a notice to the Mortgagor under each Purchased Loan which provides,
that such Mortgagor or other obligor under a Purchased Loan shall pay all amounts payable under the related Purchased Loan to that
certain account of Servicer more particularly described on Exhibit A hereof (the “Servicer Account”).
Servicer hereby acknowledges and agrees that Servicer shall cause all Available Income received by the Servicer on account of the
Purchased Loans to be remitted to that certain account held at Wells Fargo Bank, National Association entitled “LCRT Warehouse
I LLC, as Master Seller, for the benefit of Deutsche Bank AG, Cayman Islands Branch, as Buyer”, which account is more particularly
described on Exhibit A hereof (the “Cash Management Account”), by no later than the Remittance Date (as
defined under the Servicing Agreement). Subject to Servicer’s right to receive any amounts due to Servicer under the Servicing
Agreement, Servicer acknowledges that all Income collected on account of the Purchased Loans, whether or not deposited into the
Servicer Account is held for the benefit of Buyer.


 


Servicer agrees to deliver
directly to Buyer, at the notice address provided herein (or at the following email addresses: christine.belbusti@db.com, thomas.robertsen@db.com
and jeffrey.baker@db.com or such other email addresses as may hereafter be provided to Servicer by Buyer), all servicing statements,
reports and other information with respect to the Purchased Loans that Servicer is required to deliver to Seller under the Servicing
Agreement, on the same date such information is required to be delivered to Seller.


 


    	 



    	 



    

 


Buyer is the owner of all
servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer
tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment
history records, and any other records relating to or evidencing the servicing of Purchased Loans (the “Servicing Records”)
so long as the Purchased Loans are subject to the Repurchase Agreement. Pursuant to the Repurchase Agreement, Seller has granted
Buyer a security interest in all servicing rights relating to the Purchased Loans and all Servicing Records to secure the obligation
of Seller or its designee to service in conformity with the Repurchase Agreement and any other obligation of Seller to Buyer. Seller
has covenanted to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee at Buyer’s request.


 


Upon the occurrence and
continuance of a Facility Event of Default (or a Transaction Event of Default affecting the Purchased Loans under the Servicing
Agreement) under the Repurchase Agreement, Buyer shall deliver notice of such Facility Event of Default or Transaction Event of Default to Servicer, and
may, in its sole discretion, (i) sell its right to the Purchased Loans (or for a Transaction Event of Default, the affected Purchased
Loans) on a servicing released basis or (ii) terminate Servicer as the servicer of the Purchased Loans (or for a Transaction Event
of Default, the affected Purchased Loans), with or without cause, in each case without payment of any termination fee. Upon receipt
of a notice of a Facility Event of Default or Transaction Event of Default from Buyer, Servicer shall follow the instructions of
Buyer, without any further consent from Seller or any other Person, with respect to the Purchased Loans (or affected Purchased
Loans) and shall deliver to Buyer any information with respect to the Purchased Loans requested by Buyer to the extent such information
is in the possession of or otherwise reasonably accessible to Servicer.


 


Notwithstanding any contrary
information or direction which may be delivered to Servicer by Seller, Servicer may conclusively rely on any information, direction
or notice of an Event of Default delivered by Buyer without any independent investigation or inquiry, and Seller shall indemnify
and hold Servicer harmless for any and all claims asserted against Servicer for any actions taken in good faith by Servicer in
connection with the delivery of such information or notice of an Event of Default.


 


No provision of this Servicer
Notice and Agreement or the Servicing Agreement may be amended, countermanded or otherwise modified without the prior written consent
of Buyer, Seller and Servicer. Buyer is an intended third party beneficiary of this letter.


 


Please acknowledge receipt
and your agreement to the terms of this instruction letter by signing in the signature block below and forwarding an executed copy
to Buyers promptly upon receipt. Any notices should be delivered to the following address:


 


    	 



    	 



    

 


	 	 	 	 	 
	 	(a)	if to Buyer:	 	 
	 	 	 	 	 
	 	 	Deutsche Bank AG, Cayman Islands Branch
	 	 	60 Wall Street
	 	 	New York, New York 10005
	 	 	Attention:	Dean Aotani
	 	 	Telephone:	(212) 250-6870
	 	 	Telecopy:	(212) 797-5630
	 	 	Email:	dean.aotani@db.com
	 	 	 	 	 
	 	 	with a copy to:	 	 
	 	 	 	 
	 	 	Deutsche Bank AG, Cayman Islands Branch
	 	 	60 Wall Street
	 	 	New York, New York 10005
	 	 	Attention:	Robert W. Pettinato Jr.
	 	 	Telephone:	(212) 250-5579
	 	 	Telecopy:	(212) 797-0286
	 	 	Email:	robert.pettinato@db.com
	 	 	 	 	 
	 	 	and	 	 
	 	 	 	 	 
	 	 	Sidley Austin llp
	 	 	787 Seventh Avenue
	 	 	New York, New York  10019
	 	 	Attention:	Robert L. Boyd, Esq.
	 	 	Telephone:	(212) 839-7352
	 	 	Fax:	(212) 839-5599
	 	 	Email:	rboyd@sidley.com
	 	 	 	 	 
	 	(b)	if to Servicer,	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	Attention:	 	 
	 	 	Telephone:	 	 
	 	 	Email:	 	 
	 	 	 	 	 
	 	 	with a copy to:	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	Attention:	 	 
	 	 	Telephone:	 	 
	 	 	Email:	 	 


 


    	 



    	 



    


 


In the event of a conflict
between the terms and conditions of this Servicer Notice and Agreement and the Servicing Agreement, this Servicer Notice and Agreement
shall prevail. Except as specifically set forth in this Servicer Notice and Agreement with respect to the Purchased Loans, all
terms and conditions of the Servicing Agreement shall remain in full force and effect.


 


This Servicer Notice and
Agreement may be executed in counterparts, each of which so executed shall be deemed to be an original, but all of such counterparts
shall together constitute but one and the same instrument. Delivery by telecopier or other electronic transmission (including a
..pdf e-mail transmission) of an executed counterpart of a signature page to this Servicer Notice and Agreement shall be effective
as delivery of an original executed counterpart of this Servicer Notice and Agreement.


 


This Servicer Notice and
Agreement shall be governed by the laws of the State of New York without giving effect to the conflict of law principles thereof.



 


[Reminder of page intentionally blank]


 


    	 



    	 



    

 


	 	 	 	 
	 	Very truly yours,	 
	 	 	 	 
	 	LCRT Warehouse I LLC, a Delaware limited liability company, on behalf of itself and each applicable Series Seller
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 


 


    	 



    	 



    

 


	 	 	 	 
	ACKNOWLEDGED
    AND AGREED TO:	 
	 	 	 
	as Servicer	 
	 	 	 
	By:	 	 	 
	 	Name:	 
	 	Title:	 



 


    	 



    	 



    

 

EXHIBIT A


 


Description of Accounts


 



Servicer
Account


 


	Bank:	 	 
	City/State:	 	 
	ABA:	 	 
	Account Name:	 	 
	Account #:	 	 
	Attention:	 	 




 


Cash
Management Account


 


	Bank:	Wells Fargo Bank, National Association
	City/State:	San Francisco, CA
	ABA:	121000248
	Account Name:	LCRT Warehouse I LLC, as Seller, for the benefit of Deutsche Bank
    AG, Cayman Islands Branch, as Buyer
	Account #:	4439509381
	Attention:	Danielle Shaw


 


    	 



    	 



    
 

EXHIBIT X


 


PROHIBITED TRANSFEREES


 



		1.	Ladder
                                         Capital Corp.



 


		2.	Cantor
                                         Commercial Real Estate Company, L.P.



 


		3.	Blackstone
                                         Mortgage Trust, Inc.



 


		4.	Colony
                                         Capital Inc.



 


		5.	Apollo
                                         Commercial Real Estate Finance Inc.



 


		6.	Starwood
                                         Property Trust, Inc.




 



    	 



    	 



    

 


EXHIBIT XI


 


FORM OF JOINDER AGREEMENT


 


JOINDER AND MODIFICATION AGREEMENT


 



This JOINDER AND MODIFICATION
AGREEMENT (this “Agreement”), dated as of _____________, 20__ by LCRT Warehouse I LLC - Series [__], a series
of LCRT Warehouse I LLC, a Delaware limited liability company (“New Series Seller”), and LCRT Warehouse I LLC,
a Delaware limited liability company (“Master Seller”).


 



BACKGROUND


 


 A.  Master Seller and Deutsche Bank
AG, Cayman Islands Branch, a branch of a foreign banking institution (“Buyer”), entered into that certain Master
Repurchase Agreement, dated as of June 15, 2015 (as amended, modified and/or restated from time to time, the “Repurchase
Agreement”), pursuant to which Master Seller, on behalf of each Series Seller (as defined therein) heretofore or hereafter
established thereunder (Master Seller, together with each such Series Seller, collectively, “Seller”), agreed
to sell to Buyer certain Eligible Loans upon the terms and subject to the conditions set forth therein (each such transaction,
a “Transaction”). Capitalized terms used but not otherwise defined herein shall have the respective meanings
given to such terms in the Repurchase Agreement.


 


 B. Pursuant to Section 3(n) of the Repurchase
Agreement, on or prior to the Purchase Date for any Transaction, Member or an officer of Master Seller is required to establish
a new Series Seller to enter into such Transaction and Master Seller and such new Series Seller are required to execute and deliver
a Joinder Agreement pursuant to which such new Series Seller shall be added as a party to the Repurchase Agreement and the other
Transaction Documents.


 


 C. On or prior to the date hereof, Member
or an officer of Master Seller has established New Series Seller in accordance with the terms of the Master Seller LLC Agreement
and applicable Delaware law for the purpose of entering into a Transaction with Buyer with respect to the Purchased Loan[s] described
on Exhibit A attached hereto and New Series Seller wishes to execute and deliver this Agreement pursuant to which New Series
Seller shall become a party to and agree to be bound as a Series Seller for all purposes under the Repurchase Agreement and the
other Transaction Documents.


 


    	 



    	 



    



 


AGREEMENT


 


NOW, THEREFORE, in order
to induce Buyer to enter into a Transaction with New Series Seller, and in consideration of the substantial benefit New Series
Seller will derive from Buyer entering into such Transaction, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, and intending to be legally bound hereby, New Series Seller hereby agrees as follows:


 


 1. In consideration of New Series Seller
becoming a Series Seller entitled to enter into a Transaction with Buyer under and subject to the terms and conditions of the Repurchase
Agreement, New Series Seller hereby agrees that, effective as of the date hereof, New Series Seller is, and shall be deemed to
be, a Series Seller under the Repurchase Agreement and each of the other Transaction Documents to which the Seller is a party,
and agrees that from the date hereof and so long as the Repurchase Obligations remain outstanding, New Series Seller hereby assumes
the obligations of a Series Seller under, and New Series Seller shall perform, comply with and be subject to and bound by each
of the terms, covenants and conditions of the Repurchase Agreement and each of the other Transaction Documents which are stated
to apply to or are made by a Series Seller. Without limiting the generality of the foregoing, New Series Seller hereby represents
and warrants that (i) each of the representations and warranties (excluding, for the avoidance of doubt, those of the Master Seller)
set forth in Section 9(b) of the Repurchase Agreement are true and correct as to New Series Seller and its related Purchased Loan
on and as of the date hereof and (ii) New Series Seller has heretofore received true and correct copies of the Repurchase Agreement
and each of the other Transaction Documents as in effect on the date hereof.



 


 2. Without limiting the foregoing, New
Series Seller agrees that it is and shall be obligated to pay the Repurchase Price applicable to its Purchased Loan on the Repurchase
Date therefor and perform and pay all of the other Repurchase Obligations applicable to New Series Seller and such Purchased Loan
as if it were an original party to the Repurchase Agreement and agrees to execute and deliver such documents, instruments and other
things as Buyer may reasonably request in connection with such New Series Seller’s obligations hereunder and under the Repurchase
Agreement and the other Transaction Documents.


 


 3. In furtherance of the foregoing,
New Series Seller shall execute and deliver or cause to be executed and delivered, at any time and from time to time, such further
instruments and documents, and shall do or cause to be done such further acts, as may be reasonably necessary or proper in the
opinion of Buyer to carry out more effectively the provisions and purposes of this Agreement and the Repurchase Agreement.


 


 4. Master Seller,
on behalf of itself and each Series Seller that has become a party to the Repurchase Agreement on or prior to the date hereof,
and New Series Seller acknowledge and agree that, except as modified hereby, the Repurchase Agreement and each of the other Transaction
Documents remains unmodified and in full force and effect and all of the terms, covenants and conditions thereof are hereby ratified
and confirmed in all respects.


 


 5. This Agreement
shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to
conflicts of law principles.


 


 


[SIGNATURES ON FOLLOWING PAGES]


 


    	-2-



    	 



    

 

IN WITNESS WHEREOF, each
of New Seller and Master Seller, on behalf of itself and each Series Seller that has heretofore become a party to the Repurchase
Agreement, has duly executed this Agreement and delivered the same to the Buyer, as of the date and year first above written.



	 	 	 
	 	NEW SERIES
    SELLER:
	 	 	 
	 	LCRT Warehouse
    I LLC - SERIES [___],
	 	 	a series of LCRT Warehouse
    I LLC,
	 	 	a Delaware limited liability company
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	MASTER SELLER:
	 	 	 
	 	LCRT Warehouse I LLC,
	 	 	a Delaware limited liability company, on behalf of itself and each Series Seller that has become a party to the Repurchase Agreement prior to the date hereof
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


    	 



    	 



    

 

EXHIBIT A


 


NEW SERIES SELLER/PURCHASED LOAN


 



	New Series Seller:	 	 
	 	 	 
	Purchased Loan:	 	 



 


    	 



    	 



    

 


EXHIBIT XII


 

PERMITTED
FUND MANAGERS


 


Westbrook
Partners


DLJ Real
Estate Capital Partners


iStar Financial
Inc.


Capital
Trust


Lend-Lease
Real Estate Investments


Archon Capital,
L.P.


Whitehall
Street Real Estate Fund, L.P.


The Blackstone
Group International Ltd.


Apollo Real
Estate Advisors


Colony Capital,
Inc.


Praedium
Group


J.E. Roberts
Companies


Fortress
Investment Group, LLC


Lonestar
Opportunity Fund


Clarion
Partners


Walton Street
Capital, LLC


Starwood
Financial Trust


BlackRock,
Inc.