EXECUTION 

AMENDMENT NO. 1 TO MASTER
REPURCHASE AGREEMENT

Amendment No. 1 to Master
Repurchase Agreement, dated as of June 29, 2015 (this “Amendment”), among Credit Suisse First Boston Mortgage Capital LLC (the
“Buyer”), ZFC Funding, Inc. (the “Seller”), U.S. Bank National Association, not in its individual capacity but
solely as trustee (“Pass-Through
Trust Trustee”) for ZFC Funding
Pass-Through Trust I  (“Pass-Through Trust”) and ZAIS Financial Corp. (the “Guarantor”). 


RECITALS 

The Buyer, the Seller, the
Guarantor, Pass-Through Trust Trustee and, solely with respect to Sections 4(a)
and 4(b), Credit Suisse (USA) Securities LLC are parties to that certain Master
Repurchase Agreement, dated as of August 14, 2014 (the “Existing Repurchase Agreement”; and as amended
by this Amendment, the “Repurchase
Agreement”) and the Buyer, the
Seller, the Guarantor and, solely with respect to Section 3.2, Credit Suisse
(USA) Securities LLC are parties to the related Pricing Side Letter, dated as of
August 14, 2014 (as amended, restated, supplemented or otherwise modified from
time to time, the “Pricing Side
Letter”). The Guarantor is party
to that certain Guaranty (as amended, restated, supplemented or otherwise
modified from time to time, the “Guaranty”), dated as of
August 14, 2014, by the Guarantor in favor of Buyer. Capitalized terms used but
not otherwise defined herein shall have the meanings given to them in the
Existing Repurchase Agreement and Guaranty, as applicable.

The Buyer, the Seller, the
Pass-Through Trust Trustee and the Guarantor have agreed, subject to the terms
and conditions of this Amendment, that the Existing Repurchase Agreement be
amended to reflect certain agreed upon revisions to the terms of the Existing
Repurchase Agreement. As a condition precedent to amending the Existing
Repurchase Agreement, the Buyer has required the Guarantor to ratify and affirm
the Guaranty on the date hereof. 

Accordingly, the Buyer, the
Seller, the Pass-Through Trust Trustee and the Guarantor hereby agree, in
consideration of the mutual promises and mutual obligations set forth herein,
that the Existing Repurchase Agreement is hereby amended as follows: 

SECTION 1. Applicability. Section 1
of the Existing Repurchase Agreement is hereby amended by deleting the first
paragraph of such section in its entirety and replacing it with the following:


On the initial Purchase
Date, the Buyer will purchase the Pass-Through Trust Certificate (the
“Purchased
Certificate”) from the Seller in
connection with the Transaction on such date, with a simultaneous agreement by
Buyer to transfer to Seller the Purchased Certificate at a date certain, against
the transfer of funds by Seller, in an amount equal to the Repurchase Price.
From time to time the parties hereto may enter into transactions in which Seller
agrees to initiate the transfer of the Mortgage Loans to the Pass-Through Trust
Trustee for the Pass-Through Trust against the transfer by Buyer of funds in an
amount equal to the Purchase Price Increase on account of the Purchased
Certificate as the result of the increase in value with respect to the Mortgage
Loans transferred to the Pass-Through Trust Trustee for the Pass-Through Trust,
with a simultaneous agreement by Buyer to
permit the release of Mortgage Loans with respect thereto from the Pass-Through
Trust Trustee for the Pass-Through Trust, to or for the benefit of Seller upon
payment by Seller of a portion of the Repurchase Price for the Pass-Through
Trust Certificate representing the Repurchase Price in respect of such Mortgage
Loans, in all cases, subject to the terms of this Agreement. From time to time,
Seller may request a release of Mortgage Loans from the Pass-Through Trust
Trustee for the Pass-Through Trust in conjunction with an Optional Repurchase or
under certain other circumstances described herein. Each such transaction
involving any acquisition or transfer of Mortgage Loans, with a resulting
increase in the Purchase Price, 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 annexes identified herein, as applicable hereunder. This
Agreement is a commitment by Buyer to engage in the Transactions as set forth
herein up to the Maximum Committed Purchase Price; provided, that Buyer shall have no commitment to enter into any Transaction
requested that would result in the aggregate Purchase Price of then-outstanding
Transactions exceeding the Maximum Committed Purchase Price, and in no event
shall the aggregate Purchase Price of outstanding Transactions exceed the
Maximum Aggregate Purchase Price at any time.

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SECTION 2. Definitions. Section 2 of
the Existing Repurchase Agreement is hereby amended by adding the following
definition in its proper alphabetical order: 

“Maximum Committed Purchase Price” has the meaning assigned to such term in the
Pricing Side Letter. 

SECTION 3. Program;
Initiation of Transactions.
Section 3 of the Existing Repurchase Agreement is hereby amended by deleting
subsection (a) in its entirety and replacing it with the following: 

On the initial Purchase
Date, Buyer will purchase from Seller the Purchased Certificate. From time to
time, Seller may request and Buyer will fund Purchase Price Increases in
connection with the acquisition or transfer of Mortgage Loans by or to the
Pass-Through Trust Trustee for the Pass-Through Trust and the corresponding
increase in value of the Purchased Certificate equal to the Purchase Price for
such Contributed Mortgage Loan as of the related Purchase Date. This Agreement is a commitment by Buyer to enter
into Transactions with Seller up to an aggregate amount equal to the Maximum
Committed Purchase Price. This Agreement is not a commitment by Buyer to enter
into Transactions with Seller for amounts exceeding the Maximum Committed
Purchase Price, but rather, sets forth the procedures to be used in connection
with periodic requests for Buyer to enter into Transactions with Seller. Seller
hereby acknowledges that, beyond the Maximum Committed Purchase Price, Buyer is
under no obligation to agree to enter into, or to enter into, any Transaction
pursuant to this Agreement. All
related Contributed Mortgage Loans shall be serviced by Servicer. The aggregate
Purchase Price of the Purchased Certificate (adjusted for any Purchase Price
Increases and Purchase Price Decreases, as applicable) subject to outstanding
Transactions shall not exceed the Maximum Aggregate Purchase Price. 

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SECTION 4. Authorized
Representatives. Section 35 of
the Existing Repurchase Agreement is hereby amended by deleting such section in
its entirety and replacing it with the following: 

Any of the persons whose
signatures and titles appear on Schedule 2 are authorized, acting singly, to act
for the applicable Seller Party or Buyer to the extent set forth therein, as the
case may be, under this Agreement. The Seller Parties may amend Schedule 2 from
time to time by delivering a revised Schedule 2 to Buyer and expressly stating
that such revised Schedule 2 shall replace the existing Schedule 2. 

SECTION 5. Conditions
Precedent. This Amendment shall
become effective as of the date hereof (the “Amendment Effective Date”), subject to the satisfaction of the following
conditions precedent: 

5.1 Delivered
Documents. On the Amendment
Effective Date, the Buyer shall have received the following documents, each of
which shall be satisfactory to the Buyer in form and substance: 

(a) this Amendment, executed and
delivered by duly authorized officers of the Buyer, the Seller, the Pass-Through
Trust Trustee and the Guarantor; and 

(b) such other documents as the
Buyer or counsel to the Buyer may reasonably request. 

SECTION 6. Representations
and Warranties. Seller hereby
represents and warrants to the Buyer that it is in compliance with all the terms
and provisions set forth in the Existing Repurchase Agreement and Pricing Side
Letter on its part to be observed or performed, and that no Event of Default has
occurred or is continuing, and hereby confirms and reaffirms the representations
and warranties contained in Section 13 of the Repurchase Agreement. 

SECTION 7. Limited
Effect. Except as expressly
amended and modified by this Amendment, the Existing Repurchase Agreement shall
continue to be, and shall remain, in full force and effect in accordance with
its terms. 

SECTION 8. Counterparts. This
Amendment may be executed by each of the parties hereto on any number of
separate counterparts, each of which shall be an original and all of which taken
together shall constitute one and the same instrument. 

SECTION 9. Severability. 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. 

SECTION
10. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT
REFERENCE TO THE CHOICE OF LAW PROVISIONS THEREOF. 

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SECTION 11. Reaffirmation
of Guaranty. The Guarantor hereby
ratifies and affirms all of the terms, covenants, conditions and obligations of
the Guaranty and acknowledges and agrees that the term “Obligations” as used in
the Guaranty shall apply to all of the Obligations of Seller to Buyer under the
Repurchase Agreement and related Program Agreements, as amended hereby.


[Remainder of page
intentionally left blank] 

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IN WITNESS WHEREOF, the
undersigned have caused this Amendment to be duly executed as of the date first
above written. 


	Credit Suisse First Boston Mortgage Capital
      LLC, as Buyer
	 		
	 		
	By: 	/s/ Adam Loskove	
		Name: Adam
      Loskove	
		Title: Vice
      President	
	 		
	 		 
	ZFC Funding, Inc., as Seller	
	 		
	 		
	By:	/s/ Michael
    Szymanski	
		Name: Michael
      Szymanski	
		Title:
      President	
	 		
	 		
	U.S. Bank
      National Association, not in its individual capacity but solely as trustee
      for ZFC Funding Pass-Through Trust I, as Pass-Through Trust
	 		
	 		
	By:	/s/ Nick Sandell	
		Name: Nick
      Sandell	
		Title: Vice
      President	
	 		
	 		
	ZAIS Financial Corp., as Guarantor	
	 		
	 		
	By:	/s/ Michael
    Szymanski	
		Name: Michael
      Szymanski	
		Title:
      President	




Signature Page to Amendment
No. 1 to Master Repurchase Agreement