Exhibit 10.15


 


Execution Version


 





MASTER REPURCHASE
and securities contract AGREEMENT


 


among


 


MORGAN STANLEY BANK, N.A.


 


as Buyer


 


and


 


LCRT Warehouse
II LLC


 


as
Seller


 






    	 



    	 



    








 


 





	 	 	 	 
	 	TABLE OF CONTENTS	 	 
	 	 	 	 
	 	 	 	Page
	 	 	 	 
	1.	APPLICABILITY	 	1
	 	 	 	 
	2.	DEFINITIONS	 	1
	 	 	 	 
	3.	INITIATION; CONFIRMATION; TERMINATION; FEES	 	22
	 	 	 	 
	4.	MANDATORY PAYMENT OR DELIVERY OF ADDITIONAL ASSETS	 	31
	 	 	 	 
	5.	INCOME PAYMENTS AND PRINCIPAL PAYMENTS	 	31
	 	 	 	 
	6.	CAUTIONARY SECURITY INTEREST	 	33
	 	 	 	 
	7.	PAYMENT, TRANSFER AND CUSTODY	 	34
	 	 	 	 
	8.	CERTAIN RIGHTS OF BUYER WITH RESPECT TO THE PURCHASED ASSETS	 	39
	 	 	 	 
	9.	EXTENSION AND ACCELERATION OF FACILITY TERMINATION DATE; REDUCTION OF FACILITY AMOUNT	 	39
	 	 	 	 
	10.	REPRESENTATIONS	 	40
	 	 	 	 
	11.	NEGATIVE COVENANTS OF SELLER	 	44
	 	 	 	 
	12.	AFFIRMATIVE COVENANTS OF SELLER	 	46
	 	 	 	 
	13.	SINGLE-PURPOSE ENTITY	 	50
	 	 	 	 
	14.	EVENTS OF DEFAULT; REMEDIES	 	51
	 	 	 	 
	15.	SINGLE AGREEMENT	 	56
	 	 	 	 
	16.	NOTICES AND OTHER COMMUNICATIONS	 	56
	 	 	 	 
	17.	NON-ASSIGNABILITY	 	56
	 	 	 	 
	18.	GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL; ETC	 	57
	 	 	 	 
	19.	NO RELIANCE; DISCLAIMERS	 	58
	 	 	 	 
	20.	INDEMNITY AND EXPENSES	 	60
	 	 	 	 
	21.	DUE DILIGENCE	 	61
	 	 	 	 
	22.	SERVICING	 	61
	 	 	 	 
	23.	TREATMENT FOR TAX PURPOSES	 	62
	 	 	 	 
	24.	INTENT	 	62
	 	 	 	 
	25.	DISCLOSURE RELATING TO CERTAIN FEDERAL PROTECTIONS	 	63
	 	 	 	 
	26.	SETOFF RIGHTS	 	63
	 	 	 	 
	27.	MISCELLANEOUS	 	64

















 




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	SCHEDULES
	 	 
	SCHEDULE 1	Purchase Percentage
	 	 
	SCHEDULE 2	Purchased Asset Information
	 	 
	EXHIBITS
	 	 
	EXHIBIT I	Form of Confirmation
	 	 
	EXHIBIT II	Intentionally Omitted
	 	 
	EXHIBIT III	Intentionally Omitted
	 	 
	EXHIBIT IV-1	Form of Power of Attorney to Buyer
	 	 
	EXHIBIT IV-2	Form of Power of Attorney to Seller
	 	 
	EXHIBIT V	Representations and Warranties Regarding the Purchased Assets
	 	 
	EXHIBIT VI	Form of Bailee Agreement
	 	 
	EXHIBIT VII	Intentionally Omitted
	 	 
	EXHIBIT VIII	Intentionally Omitted
	 	 
	ANNEXES
	 	 
	ANNEX I	Notice Information
	 	 
	ANNEX II	Wiring Instructions








 






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MASTER REPURCHASE
and securities contract AGREEMENT


 


This Master Repurchase
and Securities Contract Agreement (this “Agreement”) is dated as of June 15, 2015 and is made by and among MORGAN
STANLEY BANK, N.A., as buyer (together with its successors and permitted assigns, “Buyer”) and LCRT Warehouse
II LLC, a Delaware limited liability company, as seller (“Seller”).


 


		1.	Applicability



 


From time to time the parties
hereto may enter into transactions in which Seller agrees to transfer to Buyer one or more Eligible Assets, on a servicing-released
basis, against the transfer of funds by Buyer, with a simultaneous agreement by Buyer to transfer to Seller such Eligible Assets
at a date certain (or such earlier date, in accordance with the terms hereof), against the transfer of funds by Seller to Buyer.
Each such transaction involving the transfer of an Eligible Asset from Seller to Buyer shall be referred to herein as a “Transaction”
and, unless otherwise agreed in writing, shall be governed by this Agreement.


 


		2.	Definitions



 


Capitalized terms in this
Agreement shall have the respective meanings set forth below:


 


“1934 Act”
shall mean the Securities Exchange Act of 1934, as amended.


 


“AB Mortgage Loan”
shall mean a Mortgage Loan evidenced by two or more senior and subordinate Mortgage Notes.


 


“Accelerated Repurchase
Date” shall have the meaning specified in Section 14(b)(i) of this Agreement.


 


“Act of Insolvency”
shall mean, with respect to any Person, (a) the filing of a decree or order for relief by a court having jurisdiction over such
Person or any substantial part of its assets or property in an involuntary case under any applicable Insolvency Law now or hereafter
in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person
or for any substantial part of its assets or property, or ordering the winding–up or liquidation of such Person’s affairs,
and such decree or order shall remain unstayed and in effect for a period of thirty (30) days, (b) the commencement by such Person
of a voluntary case under any applicable Insolvency Law now or hereafter in effect, (c) the consent by such Person to the entry
of an order for relief in an involuntary case under any Insolvency Law, (d) the consent by such Person to the appointment of or
taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or
for any substantial part of its assets or property, (e) the making by such Person of any general assignment for the benefit of
creditors, (f) the admission of the inability of such Person to pay its debts or discharge its obligations generally as they become
due or mature, (g) the failure by such Person generally to pay its debts as they become due, (h) the taking of any action by any
Governmental Authority or agency or any Person, agency or entity acting or purporting to act under Governmental Authority to condemn,
seize or appropriate, or to assume custody or control of, all or any substantial part of the property of such Person, or shall
have taken any action to displace the management of such Person or to curtail its authority in the conduct of a material portion
of the business of such Person, or (i) the taking of action by such Person in furtherance of any of the foregoing.


 






    	 



    	 



    




 


“Affiliate” shall mean, (i) when
used with respect to any specified Person, any other Person directly or indirectly Controlling, Controlled by, or under common
Control with, such Person and (ii) with respect to Seller, any “affiliate” of Seller as such term is defined in the
Bankruptcy Code.


  


“Affiliated Hedge
Counterparty” shall mean Morgan Stanley Bank, N.A., or any Affiliate thereof, in its capacity as a party to any Hedging
Transaction with Seller.


 


“Aggregate Repurchase
Price” shall mean, as of any date of determination, the aggregate Repurchase Price (excluding any accrued and unpaid
Price Differential) of all Purchased Assets outstanding as of such date.


 


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


 


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


 


“Alternative Rate
Transaction” shall mean, with respect to any Pricing Period (or other applicable period), any Transaction with respect
to which the Pricing Rate for that Pricing Period (or other applicable period) is determined with reference to the Alternative
Rate.


 


“Annual Fee”
shall have the meaning set forth in the Fee Letter.


 


“Annual Fee Payment
Date” shall have the meaning specified in Section 9(b) of this Agreement.


 


“Applicable Spread”
shall have the meaning specified in the Fee Letter.


 


“Appraisal”
shall mean an appraisal of any Eligible Property prepared by a licensed Independent Appraiser approved by Buyer in its reasonable
discretion, in accordance with the Uniform Standards of Professional Appraisal Practice of the Appraisal Foundation, in compliance
with the requirements of Title 11 of the Financial Institutions Reform, Recovery and Enforcement Act of 1989 and utilizing customary
valuation methods, such as the income, sales/market or cost approaches, as any of the same may be updated by recertification from
time to time by the appraiser performing such appraisal.


 


“Asset Base Component”
shall mean, as of any date of determination, with respect to each Purchased Asset, the product of its Market Value multiplied by
the Purchase Percentage applicable to such Purchased Asset as of such date.


 


“Asset Exposure
Threshold” shall mean, with respect to any Eligible Asset, the maximum Purchase Percentage multiplied by the LTV of such
Eligible Asset shall not exceed 60%, unless otherwise permitted by Buyer in its sole discretion.


 


“Asset Margin
Component” shall mean, as of any date of determination, with respect to each Purchased Asset, the product of its Market
Value multiplied by the Margin Percentage applicable to such Purchased Asset as of such date.


 


“Assignment of
Leases” shall mean, with respect to any Purchased Asset that is a Mortgage Loan, any assignment of leases, rents and
profits or equivalent instrument, whether contained in the related Mortgage or executed separately, assigning to the holder or
holders of such Mortgage all of the related Mortgagor’s interest in the leases, rents and profits derived from the ownership,
operation, leasing or disposition of all or a portion of the related Mortgaged Property as security for repayment of such Purchased
Asset.


 






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“Assignment of
Mortgage” shall mean, with respect to any Purchased Asset that is a Mortgage 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 property
is located to reflect the assignment and pledge of the Mortgage, subject to the terms of this Agreement.


 


“Bailee”
shall mean such third party as Buyer and Seller shall mutually approve in their sole discretion.


 


“Bailee Agreement”
shall mean a Bailee Agreement among Seller, Buyer and Bailee in the form of Exhibit VI hereto.


 


“Bailee Delivery
Failure” shall have the meaning specified in the Bailee Agreement.


 


“Bankruptcy Code”
shall mean Title 11 of the United States Code, as amended, modified or replaced from time to time.


 


“Blocked Account”
shall have the meaning specified in Section 5(a) of this Agreement.


 


“Blocked Account
Agreement” shall mean that certain Blocked Account Agreement executed by Buyer, Seller and the Depository Bank (and any
successor thereto or replacement thereof executed by Buyer, Seller and the Depository Bank).


 


“Business Day”
shall mean any day other than (i) a Saturday or Sunday and (ii) a day on which the New York Stock Exchange, the Federal
Reserve Bank of New York, Custodian or Buyer is authorized or obligated by law or executive order to be closed. When used with
respect to Pricing Rate Reset Date, “Business Day” shall mean a day on which banks are open for dealing in foreign
currency and exchange in London.


 


“Buyer”
shall have the meaning set forth in the introductory paragraph hereto.


 


“Capital Lease
Obligations” shall mean, for any Person, all obligations of such Person to pay rent or other amounts under a lease of
(or other agreement conveying the right to use) property to the extent such obligations are required to be classified and accounted
for as a capital lease on a balance sheet of such Person under GAAP, and, for purposes of this Agreement, the amount of such obligations
shall be the capitalized amount thereof, determined in accordance with GAAP.


 


“Capital Stock”
shall mean any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation,
any and all equivalent equity ownership interests in a Person which is not a corporation, including, without limitation, any and
all membership or other equivalent interests in any limited liability company, and any and all partnership or other equivalent
interests in any partnership or limited partnership, and any and all warrants or options to purchase any of the foregoing.


 


“Cash Equivalents”
shall mean, as of any date of determination, (a) marketable securities (i) issued or directly and unconditionally guaranteed as
to interest and principal by the United States Government or (ii) issued by any agency of the United States the obligations of which
are backed by the full faith and credit of the United States and (b) time deposits, certificates of deposit, money market accounts
or banker’s acceptances of any investment grade rated commercial bank, in each case maturing within ninety (90) days after
such date.


 






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“Cash Liquidity”
shall mean, with respect to such Person on any date, the sum of the amount of unrestricted cash and Cash Equivalents held by such
Person and its consolidated subsidiaries.


 


“Cause”
shall mean, 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 with respect to Seller’s
obligations under this Agreement, (ii) that such Independent Director has engaged in or has been charged with, or has been convicted
of, fraud or other acts constituting a crime under any law applicable to such Independent Director, (iii) that such Independent
Director is unable to perform his or her duties as such Independent Director due to death, disability or incapacity, (iv) the
fee 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) that such Independent Director no
longer meets the definition of Independent Director or (vi) any other reason for which the prior written consent of Buyer shall
have been obtained.


 


“Change
of Control” shall mean the occurrence of any of the following: (i) the direct or indirect sale, lease, transfer, conveyance
or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially
all of Parent Guarantor’s or Subsidiary Guarantor’s assets and the assets of its Subsidiaries, taken as a whole, to
any person, other than Guarantor or one of its Subsidiaries; (ii) the consummation of any transaction (including, without limitation,
any merger or consolidation) the result of which is that any person becomes the beneficial owner (as defined in Rules 13d-3 and
13d-5 under the 1934 Act), directly or indirectly, of more than 49% of the outstanding Voting Stock of Parent Guarantor, Subsidiary
Guarantor or Manager or other Voting Stock into which the Voting Stock of Parent Guarantor, Subsidiary Guarantor or Manager is
reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares; (iii) Parent Guarantor,
Subsidiary Guarantor or Manager consolidates with, or merges with or into, any person, or any person consolidates with, or merges
with or into, Parent Guarantor, Subsidiary Guarantor or Manager, respectively, in any such event pursuant to a transaction in
which any of the outstanding Voting Stock of Parent Guarantor, Subsidiary Guarantor or Manager, respectively, or the Voting Stock
of such other person is converted into or exchanged for cash, securities or other property, other than any such transaction where
the shares of the Voting Stock of Parent Guarantor, Subsidiary Guarantor or Manager, respectively, outstanding immediately prior
to such transaction constitute, or are converted into or exchanged for, a majority of the Voting Stock of the surviving person
or any direct or indirect parent company of the surviving person immediately after giving effect to such transaction; (iv) the
adoption of a plan relating to the liquidation or dissolution of Parent Guarantor, Subsidiary Guarantor or Manager; (v) Manager
or a Controlled Affiliate thereof shall cease to be the manager or advisor of Parent Guarantor; (vi) Parent Guarantor shall cease
to own, of record and beneficially, directly or indirectly, 51% or more of the ownership interests of Subsidiary Guarantor and
Control Subsidiary Guarantor; or (vii) Guarantor shall cease to own, of record and beneficially, directly or indirectly, 100%
of the ownership interests in Seller. The term “person,” as used in this definition, has the meaning given thereto
in Section 13(d)(3) of the 1934 Act.




 


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


 


“Collection Period”
shall mean, with respect to the Remittance Date in any month, the period beginning on the Remittance Date in the preceding month
to and including the calendar day immediately preceding such Remittance Date.


 


“Concentration
Limit” shall mean, with respect to any New Asset, the original principal balance of such New Asset does not exceed 40%
of the Facility Amount.


 


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


 






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“Control”
shall mean, with respect to any Person, the possession of the direct or indirect power to direct or cause the direction of the
management or policies of such Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling,”
“Controlled” and “under common Control” have correlative meanings.


 


“Custodial Agreement”
shall mean that certain Custodial Agreement, dated as of June 15, 2015, entered into by and among Custodian, Seller and Buyer.


 


“Custodian”
shall mean Wells Fargo Bank, N.A., or any successor custodian appointed by Buyer and reasonably acceptable to Seller, or appointed
by Buyer in its sole discretion during an the continuance of an Event of Default.


 


“Debt Yield Ratio”
shall mean, with respect to any Eligible Property or Properties directly or indirectly securing a New Asset, the quotient (expressed
as a percentage) of (i) net operating income for the trailing 12-month period for the most recently ended fiscal quarter divided 
by (ii) the total amount of indebtedness secured directly or indirectly by such Eligible Property or Properties that are senior
to or pari passu with such New Asset.


 


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


 


“Defaulted Asset”
shall mean any Purchased Asset as to which (i) there is a breach beyond any applicable notice and cure period of a representation
or warranty by Seller under Exhibit V attached hereto (without regard to any knowledge qualifier therein), (ii) a default
has occurred and is continuing beyond any applicable notice and cure period under the related Purchased Asset Documents in the
payment when due of any scheduled payment of interest or principal or any other amounts due under the Purchased Asset Documents,
or such Purchased Asset is a Delinquent Asset, (iii) the occurrence and continuance of any other “event of default”
as defined under the related Purchased Asset Documents, (iv) to the extent that the related Transaction is deemed to be a loan
under federal, state or local law, Buyer ceases to have a first priority perfected security interest in the related Purchased Asset,
(v) a Significant Modification has been made without the consent of Buyer pursuant to this Agreement, (vi) the related Purchased
Asset File or any portion thereof is subject to a continuing Bailee Delivery Failure or has been released from the possession of
Custodian under the Custodial Agreement to anyone other than Buyer or any Affiliate of Buyer except in accordance with the terms
of the Custodial Agreement, (vii) such Purchased Asset has gone into special servicing, or (viii) the related Mortgaged Property
ceases to have appropriate zoning approval, required insurance or similar legal compliance in the relevant jurisdiction, and in
any such case such failure continues beyond any applicable notice and cure period under the related Purchased Asset Documents;
provided that a Purchased Asset shall no longer be a Defaulted Asset if the applicable conditions described in clauses
‎(i) through ‎(viii) above have been cured (as determined by Buyer in its sole discretion) and no longer apply.


 


“Delinquent Asset”
shall mean any Purchased Asset as to which the payment of principal and/or interest owed thereunder by the underlying obligor is
thirty (30) days or more past due.


 


“Depository Bank”
shall mean Wells Fargo Bank, National Association, or any successor depository bank appointed by Buyer and reasonably acceptable
to Seller, or appointed by Buyer in its sole discretion during the continuance of an Event of Default.


 


“Diligence Fees”
shall mean fees, costs and expenses payable by Seller to Buyer in respect of Buyer’s reasonable, out-of-pocket fees, costs
and expenses (other than legal expenses) incurred in connection with its review of the Diligence Materials hereunder and Buyer’s
continuing due diligence reviews of Purchased Assets pursuant to Section 21  or otherwise hereunder.


 






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“Diligence Materials”
shall mean, with respect to any New Asset, the related Preliminary Due Diligence Package together with the related Supplemental
Due Diligence Package.


 


“Draft Appraisal”
shall mean a short form appraisal, “letter opinion of value”, or any other form of draft appraisal reasonably acceptable
to Buyer.


 


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


 


“Eligible Assets”
shall mean (i) performing Mortgage Loans and Participation Interests (A) acceptable to Buyer in the exercise of its sole discretion,
(B) secured directly by an Eligible Property, (C) which have a term equal to or less than ten (10) years (assuming exercise of
all extension options), (D) as to which the applicable representations and warranties set forth in Exhibit V are true and
correct as of the applicable Purchase Date unless otherwise disclosed in the Exception Report delivered to Buyer on or prior to
such Purchase Date, (E) that do not require any Hedging Transaction or have a Hedging Transaction acceptable to Buyer in its sole
discretion, (F) [intentionally omitted], (G) that have a maximum LTV not in excess of 80%, (H) that have an original principal
balance of not less than $7,500,000, (I) that is not and will not be a Defaulted Asset and (J) that are not subject to restrictions
on transfer of lender’s interest therein and (ii) such other commercial real estate debt instruments acceptable to Buyer
in its sole discretion.


 


“Eligible Assignee”
shall mean (i) any Affiliate of Buyer, (ii) a commercial bank organized under the laws of the United States, or any state thereof,
and having net worth in excess of $100,000,000, (iii) a commercial bank organized under the laws of any other country which is
a member of the Organization for Economic Cooperation and Development or a political subdivision of any such country and which
has net worth in excess of $100,000,000; provided that such bank is acting through a branch or agency located in the United
States, or (iv) a finance company, insurance company, or other financial institution or fund that is engaged in making, purchasing,
or otherwise investing in commercial loans in the ordinary course of its business and having (together with its Affiliates) net
worth in excess of $100,000,000; provided that “Eligible Assignee” shall expressly exclude any Person, that
as of the date of assignment by Buyer, would cause Seller to be required to pay any amounts in accordance with Section ‎3(n)
or Section ‎3(o) of this Agreement


 


“Eligible Property”
shall mean a property that is a multifamily, office, retail, industrial, hospitality, self-storage or mixed-use property or such
other property type acceptable to Buyer in the exercise of its sole discretion.


 


“Equity Interests”
shall mean, with respect to any Person, (a) any Capital Stock of such Person, (b) any warrant, option or other right for the purchase
or other acquisition from such Person of any Capital Stock of such Person, (c) any security convertible into or exchangeable for
any Capital Stock of such Person, and (d) any other ownership or profit interest in such Person (including partnership, member
or trust interests therein), whether voting or nonvoting.


 


“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.


 






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“ERISA Affiliate”
shall mean any corporation or trade or business (whether or not incorporated) that is a member of any group of organizations described
in (i) Section 414(b) or (c) of the Code or Section 4001(b) of ERISA of which Seller is a member at any relevant time or (ii) solely
for purposes of 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 have the meaning given such term in Section 14(a).


 


“Exception Report”
shall have the meaning given such term in Section 3(c)(viii).


 


“Executive Order
13224” shall mean Executive Order 13224 “On Terrorist Financing: Blocking Property and Prohibiting Transactions
With Persons Who Commit, Threaten to Commit, or Support Terrorism”, effective September 24, 2001


 


“Excluded Taxes”
shall mean any of the following Taxes imposed on or with respect to Buyer or required to be withheld or deducted from a payment
to Buyer, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each
case, (i) imposed as a result of Buyer being organized under the laws of, or having its principal office or the office from which
it books the Transaction located in, the jurisdiction imposing such Tax (or any political subdivision thereof), or (ii) that are
Other Connection Taxes, (b) withholding Taxes imposed on amounts payable to or for the account of Buyer or an assignee pursuant
to a law in effect as of the date on which such Person (i) becomes a party to this Agreement, (ii) changes the office from which
it books the Transactions or (iii) where Buyer is treated as a partnership for tax purposes and the tax status of a partner in
such partnership is determinative of the obligation to pay Taxes, the later of the date on which Buyer acquired its applicable
interest hereunder or the date on which the affected partner becomes a partner of Buyer, except to the extent that, pursuant to
Section ‎3(p), the sum payable to such Person’s assignor immediately before such Person became a party to this
Agreement or to such Person immediately before it changed the office from which it books the Transaction was increased in respect
of such Taxes, (c) Taxes attributable to Buyer's failure to comply with Section ‎3(q) of this Agreement and (d) any
withholding Taxes imposed under FATCA.


 


“Extension Fee”
shall have the meaning specified in the Fee Letter.


 


“Extension Term”
shall have the meaning specified in Section 9(a) of this Agreement.


 


“Facility Amount”
shall mean $400,000,000, subject to any reduction in accordance with Section 9 hereof.


 


“Facility Termination
Date” shall mean the date that is the three year anniversary of the IPO Closing Date, as the same may be extended in
accordance with Section 9(a) or accelerated in accordance with Section 9(b) of this Agreement.


 


“FAS 140”
shall mean Financial Accounting Standards Board Statement of Financial Accounting Standards No. 140, as amended, modified or supplemented
from time to time.


 


“FAS 166”
shall mean Financial Accounting Standards Board Statement of Financial Accounting Standards No. 166, as amended, modified or supplemented
from time to time.


 


“FAS 167”
shall mean Financial Accounting Standards Board Statement of Financial Accounting Standards No. 167, as amended, modified or supplemented
from time to time.


 






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“FATCA”
shall mean 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), together in each case with any current or future regulations,
guidance or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any law
or agreement implementing an intergovernmental approach thereto.


 


“FDIA”
shall have the meaning specified in Section 24(f) of this Agreement.


 


“FDICIA”
shall mean Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991.


 


“Federal Funds
Rate” shall mean, for any day, an interest rate per annum equal to the weighted average of the rates on overnight federal
funds transactions with members of the Federal Reserve Bank of New York arranged by federal funds brokers on such day, as published
on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that
is a Business Day, the average of the quotations at approximately 10:00 a.m. (New York time) on such day on such transactions received
by Buyer from three federal funds brokers of recognized standing selected by Buyer in its sole discretion.


 


“Fee Letter”
shall mean that certain letter agreement, dated the date hereof, between Buyer and Seller, as the same may be amended, supplemented
or otherwise modified from time to time.


 


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


 


“FIN 46”
shall mean Financial Accounting Standards Board Interpretation No. 46 (revised December 2003), as amended, modified or supplemented
from time to time.


 


“Final Approval”
shall have the meaning specified in Section 3(c) of this Agreement.


 


“Financial Covenant
Compliance Certificate” shall mean an Officer’s Certificate to be delivered, subject to Section ‎3(e)(iii)
of this Agreement, by Parent Guarantor within forty-five (45) days after the end of the first three fiscal quarters and within
ninety (90) days after the end of each fiscal year confirming that as of the fiscal quarter most recently ended, Parent Guarantor
satisfies the following financial covenants (each tested on a consolidated basis): (a) the ratio of Total Indebtedness to Total
Assets is not greater than 0.80 to 1.0 (adjusted to remove the impact of FAS 140, FAS 166, FAS 167 and FIN 46 and transfers to
special purpose entities that are wholly owned by Parent Guarantor in connection with bona fide securitization transactions); (b)
Cash Liquidity is not less than the greater of (x) $15,000,000 and (y) 5% of Parent Guarantor’s recourse Indebtedness; and
(c) Tangible Net Worth is not less than the sum of (i) 75% of Net Cash Proceeds received by Parent Guarantor from issuances or
sales of its common stock in the IPO and its concurrent private offerings plus (ii) 75% of Net Cash Proceeds received by Parent
Guarantor from issuances or sales of its common stock occurring after the IPO Closing Date.


 


“Financing Arrangement”
shall have the meaning specified in the Custodial Agreement.


 


“First Mortgage
A-Note” shall mean (i) a senior Mortgage Note in an AB Mortgage Loan or (ii) a senior controlling pari passu Mortgage
Note in a Split Mortgage Loan.


 


“Future Advance
Asset” shall mean any Purchased Asset with respect to which there exists a continuing obligation on the part of the holder
of the Purchased Asset after the related closing date of such Purchased Asset to provide additional funding to the Mortgagor, upon
the terms and conditions of the for such Purchased Asset Documents.


 






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“Future Advance
Purchase” shall have the meaning specified in Section 3(g) of this Agreement.


 


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


 


“GLB”
shall have the meaning specified in Section 27(b) hereof.


 


“GLB Indemnified
Party” shall have the meaning specified in Section 27(b) hereof.


 


“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.


 


“Guarantee”
shall mean, as to any Person, any obligation of such Person directly or indirectly guaranteeing any Indebtedness of any other Person
or in any manner providing for the payment of any Indebtedness of any other Person or otherwise protecting the holder of such Indebtedness
against loss (whether by virtue of partnership arrangements, by agreement to keep-well, to purchase assets, goods, securities or
services, or to take-or-pay or otherwise); provided that the term “Guarantee” shall not include endorsements
for collection or deposit in the ordinary course of business. The amount of any Guarantee of a Person shall be deemed to be an
amount equal to the maximum reasonably anticipated liability in respect thereof as determined by such Person in accordance with
GAAP. The terms “Guarantee” and “Guaranteed” used as verbs shall have correlative meanings.


 


“Guarantor”
shall mean Parent Guarantor and Subsidiary Guarantor, jointly and severally.


 


“Guaranty”
shall mean that certain Guaranty, dated as of June 15, 2015, made by Guarantor in favor of Buyer as the same may be amended, supplemented
or otherwise modified from time to time.


 


“Hedging Transactions”
shall mean, with respect to any or all of the Purchased Assets, any short sale of U.S. Treasury Securities or mortgage-related
securities, futures contract (including currency 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,
either generally or under specific contingencies, entered into by Seller, or by the underlying obligor with respect to any Purchased
Asset and pledged to Seller as collateral for such Purchased Asset, with one or more counterparties that is an Affiliated Hedge
Counterparty or a Qualified Hedge Counterparty or, with respect to any Hedging Transaction pledged to Seller as additional collateral
for a Purchased Asset, complies with such other rating requirement applicable to such Hedging Transaction set forth in the related
Purchased Asset Documents or which is otherwise reasonably acceptable to Buyer; provided that Seller shall not grant or
permit any liens, security interests, charges, or encumbrances with respect to any such Hedging Transactions for the benefit of
any Person other than Buyer.


 


“Income”
shall mean, with respect to any Purchased Asset at any time, any payment or other cash distribution thereon of principal, interest,
dividends, fees, reimbursements or proceeds thereof (including sales proceeds) or other cash distributions thereon (including casualty
or condemnation proceeds); provided that (i) if Servicer has the right to deduct fees or other amounts from such amounts
collected by Servicer in accordance with the applicable Servicing Agreement, the amount of such fees and other amounts so deducted
shall not be included in Income, and (ii) any escrows, reserve funds or other similar amounts properly retained in accounts pursuant
to the related Purchased Asset Documents shall not be included in Income, unless and until such funds are, pursuant to the terms
of the related Purchased Asset 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 Purchased
Asset Documents).


 






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“Indebtedness”
shall mean, for any Person: (i) obligations created, issued or incurred by such Person for borrowed money (whether by loan, the
issuance and sale of debt securities or the sale of property to another Person subject to an understanding or agreement, contingent
or otherwise, to repurchase such property from such Person); (ii) obligations of such Person to pay the deferred purchase or acquisition
price of property or services, other than trade accounts payable (other than for borrowed money) arising, and accrued expenses
incurred, in the ordinary course of business so long as such trade accounts payable are payable within ninety (90) days of the
date the respective goods are delivered or the respective services are rendered; (iii) Indebtedness of others secured by a lien
on the property of such Person, whether or not the respective Indebtedness so secured has been assumed by such Person; (iv) 
obligations (contingent or otherwise) of such Person in respect of letters of credit or similar instruments issued or accepted
by banks and other financial institutions for account of such Person; (v)contingent or future funding obligations under any Purchased
Asset or any obligations senior to, or pari passu with, any Purchased Asset; (vi) Capital Lease Obligations of such Person;
(vii) obligations of such Person under repurchase agreements, sale/buy-back agreements or like arrangements; (viii) Indebtedness
of others Guaranteed by such Person to the extent of such Guarantee; (ix) all obligations of such Person incurred in connection
with the acquisition or carrying of fixed assets by such Person; (x) Indebtedness of general partnerships of which such Person
is a general partner or of which such Person is secondarily on contingently liable (other than by endorsement of instruments in
the course of collection), whether by reason of any agreement to acquire such indebtedness, to supply or advance sums or otherwise;
and (xi) all net liabilities or obligations (after taking into account (a) the effect of any legally enforceable netting agreement
and (b) the market value of any collateral (including all cash collateral) then securing such liability or obligation) under any
interest rate swap, interest rate cap, interest rate floor, interest rate collar or other hedging instrument or agreement. Notwithstanding
the foregoing, nonrecourse Indebtedness owing pursuant to a securitization transaction such as a REMIC securitization, a collateralized
loan obligation transaction or other similar securitization shall not be considered Indebtedness for any Person.


 


“Indemnified Amounts”
shall have the meaning specified in Section 20(a) of this Agreement.


 


“Indemnified Parties”
shall have the meaning specified in Section 20(a) of this Agreement


 


“Indemnified Taxes”
shall mean (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation
of Seller under any Transaction Document and (b) to the extent not otherwise described in clause (a), Other Taxes.


 


“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 Eligible 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 (5) years’ experience in the subject property type.


 






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“Independent Director”
shall mean, with respect to any corporation or limited liability company, an individual who (a) 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 such corporation or limited liability company and
that provides professional independent directors and other corporate services in the ordinary course of its business; (b) is duly
appointed as a member of the board of directors of such corporation or as an independent manager, member of the board of managers,
or special member of such limited liability company and (c) is not, and has never been, and will not while serving as Independent
Director be (i) a member (other than an independent, non-economic “springing” member), partner, equityholder, manager
(other than an independent manager), director (other than an independent director), officer or employee of such corporation or
limited liability company or any of its equityholders or affiliates (other than an affiliate that is not in the direct chain of
ownership of such corporation or limited liability company and that is a Single-Purpose Entity; provided that the fees such individual
earns from serving as an Independent Director of such affiliates in any given year constitute in the aggregate less than 5% of
such individual’s annual income for that year), (ii) a creditor, supplier or service provider (including provider of professional
services) to such corporation or limited liability company or any of its equityholders or affiliates (other than a nationally recognized
company that routinely provides professional independent managers or directors and that also provides lien search and other similar
services to such corporation or limited liability company or any of its equityholders or affiliates in the ordinary course of business);
(iii) a family member of any such member, partner, equityholder, manager, director, officer, employee, creditor, supplier or service
provider; or (iv) a Person that controls (whether directly, indirectly or otherwise) any of clause ‎(i) or ‎(ii)
above.


 


“Insolvency Laws”
shall mean the Bankruptcy Code and all other applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement, receivership,
insolvency, reorganization, suspension of payments and similar debtor relief laws from time to time in effect affecting the rights
of creditors generally.


 


“Insured Closing
Letter and Escrow Instructions” shall mean a letter addressed to Seller and Buyer from the title insurance underwriter
(or any agent thereof) acting as an agent for each Table Funded Purchased Asset and related escrow instructions, which letter and
instructions shall be in form and substance reasonably acceptable to Buyer and Seller.


 


“IPO”
shall mean the initial registered offering of common stock of Parent Guarantor or any of its respective successors to the public.


 


“IPO Closing Date”
shall mean the date the IPO is consummated.


 


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


 


“LIBOR”
shall mean, for any Pricing Period with respect to a Purchased Asset, the per annum rate for deposits in U.S. dollars that appears
on Reuters Screen LIBOR01 Page (or the successor thereto) as one-month LIBOR as of 11:00 a.m. (London time) on the related Pricing
Rate Reset Date.


 


“LIBOR Rate”
shall mean, as of any date of determination, a rate per annum determined in accordance with the following formula (rounded upward
to the nearest 1/100th of 1%):


 







	LIBOR
	1.00
    – LIBOR Rate Reserve Percentage


 










“LIBOR Rate Reserve
Percentage” shall mean, with respect to any date of determination, the reserve percentage (expressed as a decimal fraction)
applicable two (2) Business Days before such date under regulations issued from time to time by the Board of Governors of the Federal
Reserve System (or any successor thereto) for determining the maximum reserve requirement (including, without limitation, any emergency,
supplemental or other marginal reserve requirement) for a member bank of the Federal Reserve Bank of New York with respect to liabilities
or assets consisting of or including any category of liabilities that includes deposits by reference to which the interest rate
on Transactions is determined having a term comparable to the applicable Collection Period.


 






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“LIBOR Transaction”
shall mean any Transaction with respect to which the Pricing Rate is determined with reference to the LIBOR Rate.


 


“LTV”
shall mean, with respect to any Eligible Asset, the ratio of the aggregate outstanding debt (which shall include such Eligible
Asset and all debt senior to or pari passu with such Eligible Asset) secured, directly or indirectly, by the related Eligible Property
or Properties, to the aggregate “as-is” market value of such Eligible Property or Properties as determined by Buyer
in its sole good faith discretion. For purposes of Buyer’s determination, (i) the value may be determined by reference to
an Appraisal, discounted cash flow analysis or other commercially reasonable method and (ii) for the avoidance of doubt, Buyer
may reduce value for any actual or potential risks (including risk of delay) posed by any liens on the related Eligible Property
or Properties.


 


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


 


“Margin Credit
Event” shall mean, with respect to any Purchased Asset, the date upon which material changes (i.e., changes that adversely
impact the value of the Purchased Asset other than to a de minimis extent, and in any event, relative to Buyer’s initial
underwriting or the most recent determination of Market Value) relative to the performance or condition of (i) the relevant Mortgaged
Property, (ii) the Mortgagor (or its sponsor(s)) in relation to such Purchased Asset and (iii) the commercial real estate market
in the relevant jurisdiction relating to the relevant Mortgaged Property, taken in the aggregate, exist with respect to such Purchased
Asset as determined by Buyer in its sole good faith discretion.


 


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


 


“Margin Excess”
shall have the meaning specified in Section 4(b) of this Agreement.


 


“Margin Percentage”
shall mean, with respect to any Purchased Asset, the “Margin Percentage” specified in the applicable Confirmation.


 


“Market Value”
shall mean, with respect to any Purchased Asset as of any relevant date, the market value of such Purchased Asset on such date,
as determined by Buyer in its sole good faith discretion.


 


For purposes of Buyer’s
determination, (i) the Market Value may be determined by reference to an Appraisal, discounted cash flow analysis or any other
method selected by Buyer in its sole discretion, (ii) any amounts or claims secured by the related Eligible Property or Properties
ranking senior to or pari passu with the lien of the Purchased Asset may be deducted from the Market Value of the Purchased Asset,
(iii) the Market Value of any Defaulted Asset shall be zero (unless Buyer otherwise specifies), (iv) Buyer may consider the representations
and warranties set forth in Exhibit V (including a breach thereof), and exceptions thereto in its determination of the Market
Value of the Purchased Assets and (v) for the avoidance of doubt, Buyer may reduce Market Value for any actual or potential risks
(including risk of delay) posed by any liens or claims on the related Eligible Property or Properties. Seller shall cooperate with
Buyer in its determination of the Market Value of each Purchased Asset (including, without limitation, providing all information
and documentation in the possession of Seller regarding such item of underlying collateral or otherwise reasonably required by
Buyer).



 






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The Market Value shall,
at Buyer’s option, be deemed to be zero with respect to each Purchased Asset (i) upon the occurrence of any Act of Insolvency
with respect to any co-participant or any other Person having an interest in such Purchased Asset or any related Mortgaged Property
that is senior to, or pari passu with, in right of payment or priority the rights of Buyer in such Purchased Asset, (ii)
any Purchased Asset has become a specially serviced loan as defined in the Servicing Agreement and (iii) that is determined not
to be an Eligible Asset by Buyer in its sole discretion.


 


“Material Adverse
Effect” shall mean a material adverse effect on (i) the property, business, operations, financial condition or credit
quality of Guarantor and/or Seller, (ii) the ability of the Guarantor or Seller to perform its obligations under any of the Transaction
Documents to which it is party, (iii) the validity or enforceability of any the Transaction Documents or (iv) the rights and remedies
of Buyer under any of the Transaction Documents.


 


“Monthly Statement”
shall mean, for each calendar month during which this Agreement shall be in effect, Seller’s or Servicer’s, as applicable,
reconciliation in arrears of beginning balances, interest and principal paid to date and ending balances for each Purchased Asset,
together with a certified written report describing (i) any developments or events with respect to such Purchased Asset since the
prior Monthly Statement that are reasonably likely to have a Material Adverse Effect, (ii) any Defaults or potential Defaults,
(iii) any and all written modifications to any Purchased Asset Documents since the prior Monthly Statement, (iv) loan status, collection
performance and any delinquency and loss experience with respect to each Purchased Asset, (v) an update as to the expected disposition
or sale of the Purchased Assets and (vi) such other information as Buyer may reasonably request with respect to Seller, any Purchased
Asset, Mortgagor or Mortgaged Property, which report shall be delivered to Buyer for each calendar month during the term of this
Agreement within fifteen (15) days following the end of such calendar month.


 


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


 


“More Favorable
Agreement” shall have them meaning specified in Section 12(t) of this Agreement.


 


“Mortgage”
shall mean the mortgage, deed of trust, deed to secure debt or other instruments, creating a valid and enforceable first lien on
or a first priority ownership interest in a Mortgaged Property.


 


“Mortgage Loan”
shall mean (i) a whole commercial mortgage loan or (ii) a First Mortgage A-Note, in each case secured by a Mortgage and evidenced
by a Mortgage Note and all other Purchased Asset Documents, all right, title and interest of Seller in and to any Mortgaged Property
covered by the related Mortgage and all related Servicing Rights.


 


“Mortgage Note”
shall mean a note or other evidence of indebtedness of a Mortgagor secured by a Mortgage. With respect to any Participation Interest,
the “Mortgage Note” shall refer to the Participation Certificate evidencing such Participation Interest.


 


“Mortgaged Property”
shall mean the real property or properties securing repayment of the debt evidenced by a Mortgage Note (or Mortgage Notes, in the
case of an AB Mortgage Loan or Split Mortgage Loan).


 


“Mortgagor”
shall mean the obligor on a Mortgage Note, the grantor of the related Mortgage and the owner of the related Mortgaged Property.


 


“Net Cash Proceeds”
shall mean, with respect to any issuance or sale by any Person of any of its Equity Interests, the excess of (i) the sum of the
cash and Cash Equivalents received by such Person in connection with such issuance or sale, less (ii) the underwriting discounts
and commissions, and other out-of-pocket expenses, incurred by such Person in connection with such issuance or sale.


 






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“New Asset”
shall mean an Eligible Asset that Seller proposes to sell to Buyer pursuant to a Transaction.


 


“OFAC”
shall mean the Office of Foreign Assets Control of the United States Department of the Treasury.


 


“Officer’s
Certificate” shall mean, as to any Person, a certificate of the chief executive officer, the chief financial officer,
the president, any vice president or the secretary of such Person.


 


“Origination Fee”
shall have the meaning specified in the Fee Letter.


 


“Other Connection
Taxes” shall mean, 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 or engaged in any other transaction pursuant to or enforced
any Transaction Document).


 


“Other Taxes”
shall mean any and all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that may arise
from any payment made under any Transaction Document or from the execution, delivery or enforcement of, or otherwise with respect
to, any Transaction Document, except any such Taxes that are Other Connection Taxes.


 


“Parent Guarantor”
shall mean LoanCore Realty Trust, Inc., a Maryland corporation, together with its permitted successors and assigns.


 


“Participation
Certificate” shall mean a participation certificate which evidences the outstanding balance of a Participation Interest.


 


“Participation
Interest” shall mean a senior, controlling pari passu participation interest in a performing Mortgage Loan.


 


“Permitted Encumbrances”
shall mean (a) liens for real property Taxes, ground rents, water charges, sewer rates and assessments not yet due and payable,
(b) liens arising by operation of law such as materialmen’s, mechanics’, carriers’, workmen’s, repairmen’s
and similar liens, arising in the ordinary course of business which are discharged by payment, bonding or otherwise or which are
being contested in good faith by the Mortgagor in accordance with the related Purchased Asset Documents, (c) covenants, conditions
and restrictions, rights of way, easements and other matters of public record, none of which, individually or in the aggregate,
in the reasonable judgment of Seller, materially interferes with the current use of the related Mortgaged Property or the security
intended to be provided by such Mortgage or with the underlying obligor’s ability to pay its obligations when they become
due or the value of the related Mortgaged Property, (d) liens and encumbrances set forth in the Title Policy with respect to such
Purchased Asset and (e) rights of existing or future tenants as tenants only, pursuant to leases.


 


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


 






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“Plan”
shall mean an employee benefit or other plan established or maintained 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.


 


“Plan Assets”
shall mean assets of any (i) employee benefit plan (as defined in Section 3(3) of ERISA) subject to Title I of ERISA, (ii) plan
(as defined in Section 4975(e)(l) of the Code) subject to Section 4975 of the Code, or (iii) governmental plan (as defined in Section
3(32) of ERISA) subject to any other federal, state or local laws, rules or regulations substantially similar to Title I of ERISA
or Section 4975 of the Code.


 


“Portfolio Exposure
Threshold” shall mean that the product of (i) the actual weighted-average aggregate Purchase Percentage of all Purchased
Assets multiplied by (ii) the weighted average LTV for all Purchased Assets does not exceed 57.5%, unless otherwise permitted by
Buyer in its sole discretion.


 


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


 


“Preliminary Due
Diligence Package” shall mean, with respect to any New Asset, the following due diligence information, to the extent
applicable, relating to such New Asset to be provided by Seller to Buyer pursuant to this Agreement:


 


(a) Seller’s internal
credit committee or investment committee memorandum, among other things, outlining the proposed transaction, including potential
transaction benefits and all material underwriting risks and Underwriting Issues, anticipated exit strategies, underwriting models
and all other characteristics of the proposed transaction that a prudent buyer would consider material;


 


(b) current rent roll
and roll over schedule, if applicable;


 


(c) cash flow pro-forma,
plus historical information, if available;


 


(d) flood certification
(of the equivalent in the applicable jurisdiction);


 


(e) maps and photos,
if available;


 


(f) interest coverage
ratios and Debt Yield Ratio;


 


(g) description of the
Mortgaged Property, along with a description of the Mortgagor and sponsor (including their experience with other projects, ownership
structure and financial statements);


 


(h) loan-to-value ratio;


 


(i) Seller’s or
any Affiliate’s relationship with the Mortgagor or any affiliate;


 


(j) material third party
reports, to the extent available and applicable, including: (i) engineering and structural reports, each in form and prepared by
consultants acceptable to Buyer; (ii) current Appraisal; (iii) Phase I environmental report (including asbestos and lead paint report)
and, if applicable, Phase II or other follow-up environmental report if recommended in Phase I, each in form and prepared by consultants
acceptable to Buyer; (iv) seismic reports, each in form and prepared by consultants acceptable to Buyer; and (v) operations and
maintenance plan with respect to asbestos containing materials, each in form and prepared by consultants acceptable to Buyer;


 






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(k) copies of documents
evidencing such New Asset, or current drafts thereof, including, without limitation, underlying debt and security documents, guaranties,
Mortgagor’s organizational documents, loan and collateral pledge agreements, and intercreditor agreements, as applicable;


 


(l) insurance certificates
or other evidence of insurance coverage evidencing the insurance required to be maintained with respect to any Eligible Property
or Properties pursuant to Section 3(c)(iv) hereof (including evidence of terrorism insurance coverage and such other customary
insurance coverage satisfactory to Buyer); and


 


(m) analyses and reports
with respect to such other matters concerning the New Asset as Buyer may in its reasonable discretion require.


 


“Prescribed Laws”
shall mean, collectively, (a) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and
Obstruct Terrorism Act of 2001 (Public Law 107-56) (the “USA PATRIOT Act”), (b) Executive Order 13224 on
Terrorist Financing, effective September 24, 2001, and relating to Blocking Property and Prohibiting Transactions With Persons
Who Commit, Threaten to Commit, or Support Terrorism, (c) the International Emergency Economic Power Act, 50 U.S.C. §1701
et. seq., (d) the Bank Secrecy Act (31 U.S.C. Sections 5311 et seq.) as amended and (e) all other Requirements of Law relating
to money laundering or terrorism, including without limitation, the USA PATRIOT Act and all regulations and executive orders promulgated
with respect to money laundering or terrorism, including, without limitation, those promulgated by the Office of Foreign Assets
Control of the United States Department of the Treasury.


 


“Price Differential”
shall mean, with respect to any Transaction as of any date, the aggregate amount obtained by daily application of the Pricing Rate
for such Transaction to the Repurchase Price thereof (excluding any amount attributable to Price Differential in the definition
thereof), calculated on the basis of 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 (such aggregate amount
to be reduced by any amount of such Price Differential paid by Seller to Buyer, prior to such date, with respect to such Transaction).


 


“Pricing Period”
shall mean, with respect to a Purchased Asset (a) in the case of the first Remittance Date, the period from and including
the original Purchase Date for such Purchased Asset to but excluding the next following Remittance Date, and (b) in the case
of each subsequent Remittance Date, the one (1) month period from and including the preceding Remittance Date to but excluding
such Remittance Date; provided that no Pricing Period for a Purchased Asset shall end after the Repurchase Date for such
Purchased Asset.


 


“Pricing Rate”
shall mean, with respect to any Pricing Period with respect to a Purchased Asset, an annual rate equal to the LIBOR Rate on such
date plus the Applicable Spread for the related Purchased Asset (subject to adjustment and/or conversion as provided in Section
3(k), Section 3(l), Section 3(n) and Section 3(o) of this Agreement).


 


“Pricing Rate
Reset Date” shall mean, with respect to a Purchased Asset (a) in the case of the first Pricing Period for such Purchased
Asset, the original Purchase Date for such Purchased Asset, and (b) in the case of each subsequent Pricing Period for such Purchased
Asset, two (2) Business Days preceding the Remittance Date on which such Pricing Period begins.


 


“Principal Payment”
shall mean, with respect to any Purchased Asset, any payment or prepayment of principal received in respect thereof (including
casualty or condemnation proceeds to the extent that such proceeds are not required under the underlying loan documents to be reserved,
escrowed, readvanced or applied for the benefit of the Mortgagor or the related Mortgaged Property). For purposes of clarification,
prepayment premiums, fees or penalties shall not be deemed to be principal.


 






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“Prohibited Person”
shall mean any Person (i) listed in the Annex to, or otherwise subject to the provisions of, Executive Order 13224; (ii) that is
owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise subject
to the provisions of, Executive Order 13224; (iii) with whom Buyer is prohibited from dealing or otherwise engaging in any transaction
by any terrorism or money laundering law, including Executive Order 13224; (iv) who commits, threatens or conspires to commit or
supports “terrorism” as defined in Executive Order 13224; (v) that is the subject of Sanctions; (vi) any foreign shell
bank; (vii) any person or entity resident in or whose subscription funds are transferred from or through an account in a jurisdiction
that has been designated as a non-cooperative with international anti-money laundering principles or procedures by an intergovernmental
group or organization, such as the Financial Action Task Force on Money Laundering (the “FATF”), of which the
U.S. is a member and with which designation the U.S. representative to the group or organization continues to concur (see http://www.fatf-gati.org
for the FATF’s “Non-Cooperative Countries and Territories”) or (viii) who is an Affiliate of a Person listed above.


 


“Purchase Date”
shall mean, with respect to any Eligible Asset, the date on which such Eligible Asset is transferred by Seller to Buyer.


 


“Purchase Percentage”
shall mean, with respect to any Purchased Asset, the “Purchase Percentage” specified in Schedule 1 for the related
Purchase Term (or as otherwise specified in the applicable Confirmation).


 


“Purchase Price”
shall mean, with respect to any Purchased Asset, the price at which such Purchased Asset is transferred by Seller to Buyer on the
applicable Purchase Date. The Purchase Price as of any Purchase Date for any Purchased Asset shall be an amount (expressed in dollars)
equal to the lesser of (i) the product of (A) the Market Value of such Purchased Asset multiplied by (B) the applicable Purchase
Percentage and (ii) the par amount of such Purchased Asset. The Purchase Price shall increase by any Future Advance Purchase pursuant
to Section 3(g) and any payment made to Seller in connection with a Margin Excess pursuant to Section 4(b), and shall
decrease by any payment applied in connection with a Margin Deficit pursuant to Section 4(a) and any Principal Payment applied
pursuant to Section 5 to reduce such Purchase Price and any other amounts paid to Buyer by Seller to reduce such Purchase
Price.


 


“Purchase Term”
shall mean, with respect to any Purchased Asset and any date of determination, the applicable period from the Purchase Date for
such Purchased Asset to such date of determination.


 


“Purchased Asset”
shall mean (i) with respect to any Transaction, the Eligible Assets sold by Seller to Buyer in such Transaction and (ii) with
respect to the Transactions in general, all Eligible Assets sold by Seller to Buyer.


 


“Purchased Asset
Documents” shall have the meaning specified in Section 7(b) of this Agreement.


 



“Purchased Asset
File” shall mean the Purchased Asset Documents, together with any additional documents and information required to be
delivered to Buyer or its designee (including Custodian) pursuant to this Agreement.


 


“Purchased Asset
File Checklist” shall have the meaning specified in the Custodial Agreement.


 






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“Purchased Asset
Information” shall mean, with respect to each Purchased Asset, the information set forth in Schedule 2 attached
hereto.


 


“Purchased Asset
Schedule” shall have the meaning specified in the Custodial Agreement.


 


“Qualified Hedge
Counterparty” shall mean, with respect to any Hedging Transaction, any entity, other than an Affiliated Hedge Counterparty,
that (a) qualifies as an “eligible contract participant” as such term is defined in the Commodity Exchange Act (as
amended by the Commodity Futures Modernization Act of 2000), (b) the long-term debt of which is rated no less than “A+”
by Standard & Poor’s and “A1” by Moody’s and (c) is reasonably acceptable to Buyer; provided
that, with respect to clause (c), if Buyer has approved an entity as a counterparty, it may not thereafter deem such counterparty
unacceptable with respect to any previously outstanding Transaction unless clause (a) or clause (b) no longer applies
with respect to such counterparty.


 


“Quarterly Report”
shall mean, for each fiscal quarter during which this Agreement shall be in effect, (i) Seller’s or Servicer’s, as
applicable, certified written report summarizing (with a separate cover sheet for each Purchased Asset or, in the case of a Purchased
Asset secured (directly or indirectly) by a portfolio of Mortgaged Properties, a cover sheet for such portfolio on a consolidated
basis), with respect to the Mortgaged Properties securing each Purchased Asset (or, in the case of a Purchased Asset secured (directly
or indirectly) by a portfolio of Mortgaged Properties, such information on a consolidated basis), the net operating income, debt
service coverage, occupancy, the revenues per room (for hospitality properties) and sales per square footage (for retail properties),
in each case, to the extent received by Seller, and such other information as mutually agreed by Seller and Buyer, and (ii) [intentionally
omitted], which reports shall be delivered to Buyer for each fiscal quarter during the term of this Agreement within forty-five
(45) days following the end of each such fiscal quarter.


 


“Regulations T,
U and X” shall mean Regulations T, U and X of the Board of Governors of the Federal Reserve System (or any successor),
as the same may be modified and supplemented and in effect from time to time.


 


“Remittance Date”
shall mean the fifteenth (15th) calendar day of each month occurring after the IPO Closing Date, or the next succeeding Business
Day, if such calendar day shall not be a Business Day.


 


“Representatives”
shall have the meaning specified in Section 27(a) hereof.


 


“Repurchase Assets”
shall have the meaning specified in Section 6(a) hereof.


 


“Repurchase Date”
shall mean, with respect to any Purchased Asset, the date that is the earliest to occur of the following: (a) the Facility Termination
Date, (b) the date that is thirty-six (36) months following the Purchase Date of such Purchased Asset as specified in the related
Confirmation, (c) the date otherwise specified in the related Confirmation, or (d) if applicable, the related Early Repurchase
Date or Accelerated Repurchase Date.


 


“Repurchase Obligations”
shall mean the aggregate Repurchase Price and all other amounts due under the Transaction Documents (including interest which would
be payable as post-petition interest in connection with any bankruptcy or similar proceeding) irrespective of whether such obligations
are direct or indirect, absolute or contingent, matured or unmatured.


 


“Repurchase Price”
shall mean, with respect to any Purchased Asset as of any date, the price at which such Purchased Asset is to be transferred from
Buyer to Seller upon termination of the related Transaction; in each case, such price shall equal the sum of the Purchase Price
of such Purchased Asset and the accrued and unpaid Price Differential with respect to such Purchased Asset as of the date of such
determination, minus all Income and other cash actually received by Buyer in respect of such Purchased Asset and applied towards
the Repurchase Price and/or Price Differential pursuant to this Agreement.


 






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“Requirement of
Law” shall mean any law (including, without limitation, Prescribed Laws), 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 Requirements”
shall mean, with respect to any date of determination, the aggregate (without duplication) of the rates (expressed as a decimal
fraction) of reserve requirements in effect on such date (including, without limitation, basic, supplemental, marginal and emergency
reserves under any regulations of the Board of Governors of the Federal Reserve Bank of New York 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 the Board of Governors of the Federal Reserve System) maintained
by Buyer.


 


“Sanctions”
shall have the meaning specified in Section 10(xxv)(A) of this Agreement.


 


“Scheduled Purchase
Date” shall mean the date agreed between Buyer and Seller or specified in the applicable Confirmation as the “Purchase
Date” or the “Scheduled Purchase Date”.


 


“SEC”
shall have the meaning specified in Section 25(a) of this Agreement.


 


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


 


“Servicer”
shall mean Situs Asset Management LLC, or any successor servicer appointed by Buyer and reasonably acceptable to Seller.


 


“Servicer Acknowledgment”
shall mean any servicer acknowledgment entered into by Seller on Buyer’s behalf in accordance with Section 22 of this
Agreement.


 


“Servicing Agreement”
shall mean (i) that certain Servicing Agreement, dated June 15, 2015, by and between Situs Asset Management LLC, Seller and Buyer
and (ii) such other servicing or subservicing agreement entered into by Seller on Buyer’s behalf in accordance with Section
22 of this Agreement, as the same may be amended, supplemented or otherwise modified from time to time.


 


“Servicing Records”
shall have the meaning specified in Section 22(b) of this Agreement.


 


“Servicing Rights”
shall mean contractual, possessory or other rights of any Person to administer, service or subservice any Purchased Assets (or
to possess any Servicing Records relating thereto), including: (i) the rights to service the Purchased Assets; (ii) the right to
receive compensation (whether direct or indirect) for such servicing, including the right to receive and retain the related servicing
fee and all other fees with respect to such Purchased Assets; and (iii) all rights, powers and privileges incidental to the foregoing,
together with all Servicing Records relating thereto.


 


“Significant Modification”
shall mean (i) any material extension, amendment, waiver, termination, rescission, cancellation, release, subordination or other
material modification to the terms of, or any collateral, guaranty or indemnity for, any Purchased Asset or Purchased Asset Document
(including, without limitation, any provision related to the amount or timing of any scheduled payment of interest or principal,
the validity, perfection or priority of any security interest, or the release of any collateral or obligor), (ii) any sale, transfer,
disposition or any similar action with respect to any collateral for any Purchased Asset or (iii) the foreclosure or exercise of
any material right or remedy by the holder of any Purchased Asset or Purchased Asset Document.


 






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“Single-Purpose
Entity” shall mean any corporation, limited partnership or limited liability company that, since the date of its formation
and at all times on and after the date hereof, has complied with and shall at all times comply with the provisions of Section
13 of this Agreement.


 


“SIPA”
shall have the meaning specified in Section 25(a) of this Agreement.


 


“Split Mortgage
Loan” shall mean a Mortgage Loan evidenced by two or more senior pari passu Mortgage Notes.


 


“Standard &
Poor’s” shall mean Standard & Poor’s Financial Services, LLC, a division of McGraw Hill Financial and
any successor in interest.


 


“Subsidiary”
shall mean, as to any Person, a corporation, partnership or other entity Controlled by such Person. Unless otherwise qualified,
all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or
Subsidiaries of Seller and/or Guarantor.


 


“Subsidiary Guarantor”
shall mean LCRT Holdings LLC, a Delaware limited liability company, together with its permitted successors and assigns.


 


“Supplemental
Due Diligence Package” shall mean, with respect to any New Asset, information or deliveries concerning such New Asset
that Buyer shall reasonably request in addition to the Preliminary Due Diligence Package, including, without limitation, a credit
approval memorandum representing the final terms of the underlying transaction, a loan-to-value ratio computation and a final Debt
Yield Ratio computation for such New Asset.


 


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


 


“Table Funded
Purchased Asset” shall mean a Purchased Asset which is sold to Buyer simultaneously with the origination or acquisition
thereof, which origination or acquisition is financed with the Purchase Price, pursuant to Seller’s request, paid directly
to a title company or other settlement agent, in each case, approved by Buyer, for disbursement in connection with such origination
or acquisition. A Purchased Asset shall cease to be a Table Funded Purchased Asset after Custodian has delivered a Trust Receipt
to Buyer certifying its receipt of the Purchased Asset File therefor.


 


“Tangible Net
Worth” shall mean, with respect to any Person, as of any date of determination, (a) all amounts that would be included
under capital or shareholders’ equity (or like caption) on the balance sheet of such Person at such date, determined in accordance
with GAAP as of such date, less (b) (i) amounts owing to such Person from Affiliates or from officers, employees, partners, members,
directors, shareholders or other Persons similarly affiliated with such Person or any Affiliate thereof, (ii) intangible assets
of such Person (other than Hedging Transactions specifically related to the Purchased Assets) and (iii) prepaid Taxes and/or expenses,
all on or as of such date.


 


“Taxes”
shall mean 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.


 






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“Title Policy”
shall have the meaning specified in Paragraph (7) of Exhibit V.


 


“Total Assets”
shall mean, with respect to any Person and any date of determination, an amount equal to the aggregate book value of all assets
owned by such Person on a consolidated basis and the proportionate share of assets owned by non-consolidated Subsidiaries of such
Person, less (a) amounts owing to such Person from any Affiliate thereof, or from officers, employees, partners, members, directors,
shareholders or other Persons similarly affiliated with such Person or any Affiliate thereof, (b) intangible assets (other than
Hedging Transactions specifically related to the Purchased Assets), and (c) prepaid Taxes and expenses, all on or as of such
date.


 


“Total Indebtedness”
shall mean, with respect to any Person, as of any date of determination, the aggregate Indebtedness of such Person plus the proportionate
share of all Indebtedness of all non-consolidated Subsidiaries of such Person as of such date.


 


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


 


“Transaction Conditions
Precedent” shall have the meaning specified in Section 3(e) of this Agreement.


 


“Transaction Costs”
shall have the meaning specified in Section 20(b) of this Agreement.


 


“Transaction Documents”
shall mean, collectively, this Agreement, the Blocked Account Agreement, the Custodial Agreement, the Fee Letter, the Guaranty,
the Servicing Agreement, any power of attorney executed pursuant to this Agreement, all Transfer Documents, all Confirmations executed
pursuant to this Agreement in connection with specific Transactions and all other documents executed in connection herewith and
therewith.


 


“Transfer”
shall mean, with respect to any Person, any sale or other whole or partial conveyance of all or any portion of such Person’s
assets, or any direct or indirect interest therein to a third party (other than in connection with the transfer of a Purchased
Asset to Buyer in accordance herewith), including the granting of any purchase options, rights of first refusal, rights of first
offer or similar rights in respect of any portion of such assets or the subjecting of any portion of such assets to restrictions
on transfer.


 


“Transfer Documents”
shall mean, with respect to any Purchased Asset, all applicable documents described in Section 7(b) of this Agreement necessary
to transfer all of Seller’s right, title and interest in such Purchased Asset to Buyer in accordance with the terms of this
Agreement.


 


“Trust Receipt”
shall mean a trust receipt issued by Custodian or, in the case of a Table Funded Purchased Asset, Bailee, to Buyer substantially
in the form required under the Custodial Agreement or the Bailee Agreement.


 


“UCC”
shall mean the Uniform Commercial Code as in effect from time to time in the State of New York; provided that, if by reason
of mandatory provisions of law, the perfection or the effect of perfection or non-perfection of any security interest is governed
by the Uniform Commercial Code as in effect in a jurisdiction other than New York, with respect to perfection or the effect of
perfection or non-perfection, “UCC” shall mean the Uniform Commercial Code as in effect in such other jurisdiction
for purposes of the provisions of this Agreement relating to such perfection or effect of perfection or non-perfection.


 






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“Underwriting
Issues” shall mean, with respect to any New Asset, all material information of which Seller has knowledge that, based
on the making of reasonable inquiries and the exercise of reasonable care and diligence by a reasonable institutional mortgage
loan buyer in determining whether to originate or acquire such New Asset under the circumstances, would, in the context of the
totality of the Transaction in question, be considered a materially “negative” factor (either separately or in the
aggregate with other information relating to such New Asset), including, but not limited to, whether such New Asset was repurchased
from any warehouse loan facility or a repurchase transaction due to the breach of a representation and warranty or a material defect
in loan documentation or closing deliveries (such as any absence of any material Purchased Asset Document(s)).


 


“U.S. Tax Compliance
Certificate” shall have the meaning specified in Section 3(q)(ii)(C) hereof.


 


“Voting Stock”
shall mean, with respect to any specified “person” (as that term is used in Section 13(d)(3) of the 1934 Act) as of
any date, the Capital Stock of that person that is at the time entitled to vote generally in the election of the board of directors
of that person.


 


		3.	Initiation; Confirmation; Termination; Fees



 


(a) Seller may, from
time to time, prior to the Facility Termination Date, request that Buyer enter into a Transaction with respect to one or more New
Assets. Seller shall initiate each request by submitting a Preliminary Due Diligence Package for Buyer’s review and approval,
which approval shall be in Buyer’s sole discretion. Notwithstanding anything to the contrary herein, Buyer shall have no
obligation to consider for purchase any New Asset if, immediately after the purchase of such New Asset, the Aggregate Repurchase
Price (including the proposed Purchase Price of such New Asset) would exceed the Facility Amount. Buyer and its representatives
shall have the right to review all New Assets proposed to be sold to Buyer in any Transaction and to conduct its own due diligence
investigation of such New Assets as Buyer determines is necessary in Buyer’s sole discretion. Notwithstanding any provision
to the contrary herein or in any other Transaction Document, Buyer shall be entitled to determine, in its sole discretion, whether
a New Asset qualifies as an Eligible Asset or whether to reject any New Asset proposed to be sold to Buyer by Seller.


 


(b) Upon Buyer’s
receipt of a Preliminary Due Diligence Package, Buyer shall have the right to request a Supplemental Due Diligence Package to evaluate
the proposed Transaction. Upon Buyer’s receipt or waiver of such Supplemental Due Diligence Package, Buyer shall, within
five (5) Business Days, either (i) notify Seller of its intent to proceed with the Transaction together with its determination
of the Purchase Price and the Market Value for the related New Asset (such notice, a “Preliminary Approval”)
or (ii) deny, in Buyer’s sole discretion, Seller’s request. Buyer’s failure to respond to Seller within five (5)
Business Days shall be deemed to be a denial of Seller’s request to enter into the proposed Transaction, unless Buyer and
Seller have agreed otherwise in writing.


 


(c) Upon Seller’s
receipt of a Preliminary Approval with respect to a Transaction, Seller shall, if Seller desires to enter into such Transaction
with respect to the related New Asset upon the terms set forth by Buyer in the Preliminary Approval, deliver the documents set
forth below in this Section 3(c) with respect to each New Asset and related Eligible Property or Properties (to the extent
not already delivered in the Preliminary Due Diligence Package or in the Supplemental Due Diligence Package) as a condition precedent
to Final Approval and issuance of a Confirmation, all in a manner and/or form satisfactory to Buyer in its sole discretion and
pursuant to documentation satisfactory to Buyer in its sole discretion:


 


(i) Delivery
of Purchased Asset Documents. Copies of each of the final Purchased Asset Documents, or drafts of such Purchased Asset Documents
in substantially final form if such New Asset is being originated concurrently with the transfer to Buyer, subject to delivery
of final, executed copies of such Purchased Asset Documents on the Purchase Date of such New Asset.


 






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(ii) Environmental
and Engineering. A “Phase I” (and, if recommended by the Phase I, a “Phase II”) environmental report,
an asbestos survey, if applicable, and an engineering report, each in form reasonably satisfactory to Buyer, by an engineer and
an environmental consultant, approved by Buyer in its reasonable discretion.


 


(iii) Appraisal.
If obtained by Seller, an Appraisal or a Draft Appraisal of the related Eligible Property or Properties dated less than one hundred
twenty (120) days prior to the proposed Purchase Date. If Buyer receives only a Draft Appraisal prior to entering into a Transaction,
Seller shall use its best efforts to deliver an Appraisal on or before thirty (30) days after the Purchase Date.


 


(iv) Insurance.
Certificates or other evidence of insurance detailing insurance coverage in respect of the related Eligible Property or Properties
of types (including but not limited to casualty, general liability and terrorism insurance coverage), in amounts, with insurers
and otherwise in compliance with the terms, provisions and conditions set forth in the Purchased Asset Documents and otherwise
reasonably satisfactory to Buyer. Such certificates or other evidence shall indicate that Seller (or as to a New Asset that is
a Participation Interest, the lead lender on the related whole loan in which Seller is a participant) 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 Asset Documents.


 


(v) Opinions
of Counsel. Copies of all legal opinions with respect to the New Asset (which shall include a non-consolidation opinion, if
applicable) that shall be in form and substance reasonably satisfactory to Buyer; provided that Seller may deliver drafts
of such opinions if such New Asset is being originated concurrently with the transfer to Buyer and shall deliver final, executed
copies of such legal opinions on the Purchase Date of such New Asset.


 


(vi) Title
Policy. (A) An unconditional commitment from the title company to issue a Title Policy or Policies in favor of Seller and Seller’s
successors and/or assigns with respect to each Mortgage securing such New Asset with an amount of insurance that shall be not less
than the principal balance of such New Asset, or (B) an endorsement or confirmatory letter from the title company that issued the
existing Title Policy (in an amount not less than the principal balance of such New Asset) in favor of Seller and Seller’s
successors and/or assigns adding such parties as an additional insured.


 


(vii) Additional
Real Estate Matters. To the extent obtained by Seller, such other real estate related certificates and documentation as may
have been reasonably requested by Buyer, such as: (A) certificates of occupancy issued by the appropriate Governmental Authority
and either letters certifying that the related Eligible Property or Properties are in compliance with all applicable zoning laws
issued by the appropriate Governmental Authority, a zoning report in form and prepared by a zoning consultant satisfactory to Buyer
or evidence that the related Title Policy includes a zoning endorsement; and (B) abstracts of all material leases in effect at
the Mortgaged Property delivered in connection with the New Asset.


 


(viii) Exception
Report. A written report of any exceptions to the representations and warranties in Exhibit V attached hereto (an “Exception
Report”).


 


(ix) Other
Documents. Such other documents as Buyer shall reasonably deem to be necessary.


 






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Within five (5) Business
Days of Seller’s delivery of the documents and materials contemplated in clauses (i) through (ix) above, Buyer
shall in its sole discretion either (A) notify Seller that Buyer has not approved the New Asset or (B) notify Seller that Buyer
agrees to purchase the New Asset, subject to satisfaction (or waiver by Buyer) of the Transaction Conditions Precedent (such notice,
a “Final Approval”) set forth in Section 3(e) below. 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 purchase the New Asset, unless Buyer
and Seller have agreed otherwise in writing.


 


(d) Subject to satisfaction
of the Transaction Conditions Precedent, Buyer shall deliver to Seller a written confirmation of its Final Approval in the form
of Exhibit I attached hereto with respect to a proposed Transaction (a “Confirmation”); provided
that, unless otherwise agreed by Seller, Buyer shall deliver a separate Confirmation with respect to each New Asset that will be
the subject of a Transaction. Each Confirmation shall be deemed to be incorporated herein by reference with the same effect as
if set forth herein at length.


 


(e) Subject to Seller’s
rights under Section 3(f) hereof, Buyer shall transfer the Purchase Price to Seller with respect to each New Asset for which
it has issued a Confirmation on the Purchase Date specified in such Confirmation (which Purchase Date shall be at least three (3)
Business Days after the date the Final Approval is delivered), and the related New Asset shall be concurrently transferred by Seller
to Buyer or Buyer’s nominee; provided that the following conditions (collectively, the “Transaction Conditions
Precedent”) shall be satisfied (or waived by Buyer in its sole discretion) with respect to such proposed Transaction:


 


(i) no Default,
Event of Default or Margin Deficit shall have occurred and be continuing as of the Purchase Date for such proposed Transaction;


 


(ii) Seller
shall have executed a Confirmation for such proposed Transaction;


 


(iii) Parent
Guarantor shall have delivered to Buyer a true and accurate Financial Covenant Compliance Certificate with respect to Parent Guarantor’s
most recently ended fiscal quarter for which a Financial Covenant Compliance Certificate was required to be delivered hereunder;


 


(iv) Seller
shall have delivered to Buyer an Officer’s Certificate (which may be included in the Confirmation) of Seller certifying that
the representations and warranties made by Seller in this Agreement are true and correct in all material respects as of the Purchase
Date for such Transaction (except such representations which by their terms speak as of a specified date and subject to any exceptions
disclosed to Buyer in an Exception Report prior to issuance of the Confirmation by Buyer). If requested by Buyer, Seller shall
also deliver an Officer’s Certificate of Seller covering such matters as Buyer may reasonably request with respect to matters
relating to this Agreement or the other Transaction Documents;


 


(v) (A) Buyer
shall have determined, in its sole discretion, in accordance with Section 3(a) of this Agreement that the New Asset proposed
to be sold to Buyer by Seller in such Transaction is an Eligible Asset, (B) Buyer shall have obtained internal credit approval
for the inclusion of such New Asset as a Purchased Asset in a Transaction, (C) Buyer shall have confirmed that, after giving effect
to such Purchased Asset, the Concentration Limit shall be satisfied and (D) Buyer shall have determined, in its sole discretion,
that the Asset Exposure Threshold and Portfolio Exposure Threshold are satisfied immediately after giving effect to such proposed
Transaction;


 






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(vi) (A)
if the New Asset is not a Table Funded Purchased Asset, the applicable Purchased Asset File described in Section 7(b) of
this Agreement shall have been delivered to Custodian, and Buyer shall have received a Trust Receipt with respect to such Purchased
Asset File and (B) if the Purchased Asset is a Table Funded Purchased Asset, the documents required by Section 7(b) shall
have been delivered to Bailee and Bailee shall have executed and delivered a Bailee Agreement;


 


(vii) Seller
shall have delivered to each related Mortgagor, obligor or related servicer or lead lender a direction letter in accordance with
Section 5(a) of this Agreement unless such Mortgagor or obligor or related servicer or lead lender is already remitting
payments to Servicer in which case Seller shall direct Servicer to remit all such amounts into the Blocked Account in accordance
with Section 5(a) of this Agreement and to service such payments in accordance with the provisions of this Agreement;


 


(viii) Seller
shall have paid to Buyer (A) any fees then due and payable under the Fee Letter and (B) any unpaid Transaction Costs in respect
of such Purchased Asset due and owing by Seller (which amounts, at Seller’s option, may be held back from funds remitted
to Seller by Buyer on the Purchase Date);


 


(ix) The New
Asset shall not be a Delinquent Asset or a Defaulted Asset;


 


(x) Buyer
shall have received true and complete copies of fully executed originals of all Transfer Documents;


 


(xi) Buyer
shall have received a copy of any document relating to any Hedging Transaction, and Seller shall have validly pledged and assigned
to Buyer all of Seller’s rights under each Hedging Transaction included within a Purchased Asset, if any;


 


(xii) no circumstance
shall exist or event have occurred that has a Material Adverse Effect;


 


(xiii) there
shall not have occurred: (A) a material adverse change in financial markets, an outbreak or escalation of hostilities or a material
change in national or international political, financial or economic conditions, or (B) a general suspension of trading on major
stock exchanges, or (C) a material disruption in or moratorium on commercial banking activities or securities settlement services;
and


 


(xiv) no circumstance
shall exist or event have occurred (A) resulting in the effective absence of a “repo market” or comparable “lending
market” for financing debt obligations secured by commercial mortgage loans, or (B) an event or events shall have occurred
resulting in Buyer not being able to finance Eligible Assets through the “repo market” or “lending market”
with traditional counterparties at rates which would have been reasonable prior to the occurrence of such event or events.


 


(f) Each Confirmation,
together with this Agreement, shall be conclusive evidence of the terms of the related Transaction covered thereby unless objected
to in writing by Seller no more than two (2) Business Days after the date such Confirmation is received by Seller. 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 two (2) Business Days after such Confirmation is received by Seller.
Buyer, in its sole discretion, may issue another Confirmation addressing Seller’s objections or may elect not to proceed
with the proposed Transaction.


 






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(g) With respect to
any Transaction involving an Eligible Asset that is a Future Advance Asset, Seller shall indicate in the related Preliminary Due
Diligence Package that such Eligible Asset is a Future Advance Asset and shall provide Buyer with the information required to complete
the Confirmation regarding such Future Advance Asset, as well as, the then remaining unfunded principal amount of all Purchased
Assets that constitute Future Advance Assets. Subject to Section 4 of this Agreement at any time prior to the Repurchase
Date, in the event a future advance is to be made by Seller pursuant to the Purchased Asset Documents with respect to a Future
Advance Asset, Seller may submit to Buyer a request that Buyer transfer cash to Seller in an amount not to exceed the Purchase
Percentage multiplied by the amount of such future advance (a “Future Advance Purchase”), which Future Advance
shall increase the outstanding Purchase Price for such Future Advance Asset. It shall be a condition to Buyer’s obligation
to make any Future Advance Purchase that:


 


(i) as of
the funding of such Future Advance Purchase, no Margin Deficit, Default or Event of Default has occurred and is continuing or would
result from the funding of such Future Advance Purchase;


 


(ii) the funding
of the Future Advance Purchase would not cause the aggregate outstanding Purchase Price for all Purchased Assets to exceed the
Facility Amount;


 


(iii) the
Future Advance Purchase would not cause the Purchase Price of the applicable Future Advance Asset to exceed the Concentration Limit;


 


(iv) Buyer
shall have determined, in its sole discretion, that the Asset Exposure Threshold and Portfolio Exposure Threshold are satisfied
immediately after giving effect to the funding of the Future Advance Purchase;


 


(v) Seller
shall have demonstrated to Buyer’s reasonable satisfaction that all conditions to the future advance under the Purchased
Asset Documents have been satisfied;


 


(vi) Buyer
and Seller shall have executed and delivered a restated Confirmation for the applicable Transaction to set forth the new outstanding
Purchase Price for such Purchased Asset and any other modifications to the terms set forth on the existing Confirmation;


 


(vii) the
Future Advance Purchase shall be in an amount equal to or greater than $500,000; and


 


(viii) previously
or simultaneously with Buyer’s funding of the Future Advance Purchase, Seller shall have funded or caused to be funded to
the Mortgagor (or to an escrow agent or as otherwise directed by the Mortgagor) its pro rata portion of such Future Advance Purchase
in respect of such Future Advance Asset.


 


Buyer shall transfer cash to Seller as provided
in this Section 3(g) (and in accordance with the wire instructions provided by Seller in such request) on the date requested
by Seller, which date shall be no earlier than two (2) Business Days following the Business Day on which Buyer reasonably determines
that the conditions precedent to Buyer’s obligation to make any Future Advance Purchase as set forth in this Section 3(g)
have been satisfied (or, in Buyer’s sole discretion, waived).


 






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(h) Seller shall be
entitled to terminate a Transaction on demand, and repurchase the related Purchased Asset on any Business Day prior to the applicable
Repurchase Date (an “Early Repurchase Date”); provided, however, that:


 


(i) no Default,
Event of Default or Margin Deficit shall be continuing (except for a Default or Margin Deficit related solely to the Purchased
Asset being repurchased) or would occur or result from such early repurchase;


 


(ii) Seller
notifies Buyer in writing, no later than five (5) Business Days prior to the Early Repurchase Date, of its intent to terminate
such Transaction and repurchase the related Purchased Asset; and


 


(iii) Seller
shall pay to Buyer on the Early Repurchase Date an amount equal to the sum of the Repurchase Price for such Transaction, all Transaction
Costs and any other amounts payable by Seller and outstanding under this Agreement or the other Transaction Documents (including,
without limitation, Section 3(m), Section 3(n) and Section 3(o) of this Agreement, if any) with respect to
such Transaction against transfer by Buyer to Seller or its agent of the related Purchased Asset.


 


(i) On the Repurchase
Date for any Transaction, termination of the applicable Transaction will be effected by transfer to Seller by Buyer or, if requested
by Seller, its designee of the related Purchased Assets, and any Income in respect thereof received by Buyer (and not previously
credited or transferred to, or applied to the obligations of, Seller pursuant to Section 4 or Section 5 hereof) against
the simultaneous transfer to Buyer of the applicable Repurchase Price, all Transaction Costs and any other amounts payable by Seller
and outstanding under this Agreement with respect to such Transaction (including without limitation, Section 3(m), Section
3(n) and Section 3(o) of this Agreement, if any) to an account of Buyer.


 


(j) So long as Event
of Default has occurred and is then continuing, the Repurchase Price with respect to one or more Purchased Assets may be paid in
part at any time upon two (2) Business Days prior written notice from Seller to Buyer; provided, however, that any
such payment shall be accompanied by an amount representing accrued Price Differential with respect to such Purchased Asset(s)
on the amount of such payment and all other amounts then due under the Transaction Documents. Each partial payment of the Repurchase
Price that is voluntary (as opposed to mandatory under the terms of this Agreement) shall be in an amount of not less than One
Million Dollars ($1,000,000.00).


 


(k) If (i) Buyer shall
have reasonably determined (which determination shall be conclusive and binding upon Seller absent manifest error) that, by reason
of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBOR Rate, or
(ii) the LIBOR Rate determined or to be determined will not adequately and fairly reflect the cost to Buyer (as reasonably determined
by Buyer) of making or maintaining Transactions, Buyer shall give telecopy or telephonic notice thereof to Seller as soon as practicable
thereafter. If such notice is given, the Pricing Rate with respect to all outstanding Transactions until such notice has been withdrawn
by Buyer, shall be a per annum rate equal to the sum of (i) the Federal Funds Rate, plus (ii) 0.25% plus (iii) the Applicable
Spread (the “Alternative Rate”).


 


(l) Notwithstanding
any other provision herein, if, after the date of this Agreement, 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 LIBOR Transactions as contemplated by the
Transaction Documents, (i) the commitment of Buyer hereunder to enter into new LIBOR Transactions and to continue LIBOR Transactions
as such shall forthwith be canceled, and (ii) the LIBOR Transactions then outstanding shall be converted automatically to Alternative
Rate Transactions.


 






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(m) If Buyer shall have
determined that the introduction of, or a change in, any Requirement of Law or in the interpretation or administration of any Requirement
of Law (including, without limitation changes in any Reserve Requirements and any other increase in cost to Buyer, as applicable)
has made it unlawful, or any Governmental Authority shall have asserted that it is unlawful, for Buyer to enter into any Transaction
or any Governmental Authority has imposed material restrictions on the authority of Buyer to enter into any Transaction, then on
notice thereof by Buyer to Seller, any obligations of Buyer to enter into Transactions shall be suspended until Buyer notifies
Seller that the circumstances giving rise to such determination no longer exist.


 


(n) Upon demand by Buyer,
Seller shall indemnify Buyer and hold Buyer harmless from any actual net loss or out of pocket cost or expense (not to include
any lost profit or opportunity) (including, without limitation, reasonable attorneys’ fees and disbursements) that Buyer
actually sustains or incurs as a direct consequence of (i) a default by Seller in terminating any Transaction after Seller has
given a notice in accordance with Section 3(h) of a termination of a Transaction, (ii) any payment of all or any portion
of the Repurchase Price, as the case may be, on any day other than a Remittance Date (iii) Seller’s failure to sell Eligible
Assets to Buyer after Seller has notified Buyer of a proposed Transaction and Buyer has given a Final Approval to purchase such
Eligible Assets in accordance with the provisions of this Agreement. This Section 3(n) shall survive the termination of
this Agreement and the repurchase by Seller of any or all of the Purchased Assets.


 


(o) If Buyer shall have
determined that the adoption of or any change in any Requirement of Law regarding capital adequacy, including the Reserve Requirements
or any other reserve, special deposit or similar requirements relating to extensions of credit or other assets of Buyer or in the
interpretation or application thereof or compliance by Buyer or any corporation controlling Buyer with any request or directive
regarding such requirements (whether or not having the force of law) from any Governmental Authority made subsequent to the date
hereof has the effect of 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 such requirements) by
an amount deemed by Buyer to be material, then from time to time, within five (5) Business Days 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.
A certificate as to the calculation of any additional amounts payable pursuant to this Section 3(o) shall be submitted by
Buyer to Seller and shall be conclusive and binding upon Seller in the absence of manifest error. With respect to each reduction
in the rate of return as described above, this Section 3(o) shall survive for a period of nine (9) months form the date
of the incurrence of such reduction by Buyer. This Section 3(o) shall survive the termination of this Agreement and the
repurchase by Seller of any or all of the Purchased Assets.


 


(p) Any and all payments
by or on account of any obligation of Seller under this Agreement shall be made without deduction or withholding for any Taxes,
except as required by applicable law. If any applicable law requires the deduction or withholding of any Tax from any such payment,
then Seller shall make (or cause to be made) such deduction or withholding and shall timely pay (or cause to be timely paid) the
full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an
Indemnified Tax, then the sum payable shall be increased by Seller as necessary so that after such deduction or withholding has
been made, Buyer receives an amount equal to the sum it would have received had no such deduction or withholding been made. Seller
shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with Requirements of Law. As soon as practicable
after any payment of Taxes by Seller to a Governmental Authority pursuant to this Section 3(p), 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.


 






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(q) If Buyer is entitled
to an exemption from or reduction of withholding Tax with respect to payments made under the Transaction Documents, Buyer shall
deliver to Seller, prior to becoming a party to this Agreement, and 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 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 Section 3(q)(i), Section 3(q)(ii) and
Section 3(q)(iv) below) shall not be required if in Buyer’s reasonable judgment such completion, execution or submission
would be illegal, would subject Buyer to any material unreimbursed cost or expense or would otherwise materially prejudice the
legal or commercial position of Buyer. Without limiting the generality of the foregoing:


 


(i) if Buyer
is a United States person, it shall deliver to Seller on or prior to the date on which Buyer becomes a party to this Agreement
(and from time to time thereafter upon the reasonable request of Seller), executed originals of IRS Form W-9 certifying that Buyer
is exempt from U.S. federal backup withholding tax;


 


(ii) if Buyer
is not a United States person, it 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 Buyer becomes a party under this Agreement (and from time to
time thereafter upon the reasonable request of Seller), whichever of the following is applicable:


 


(A) in the case
of Buyer that is claiming the benefits of an income tax treaty to which the United States is a party, (1) with respect to payments
characterized as interest for U.S. tax purposes under any Transaction Document, executed originals of IRS Form W-8BEN-E establishing
an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty
and (2) with respect to any other applicable payments under any Transaction Document, IRS Form W-8BEN-E establishing an exemption
from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income”
article of such tax treaty;


 


(B) executed
originals of IRS Form W-8ECI;


 


(C) in the case
of Buyer claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (1) a certificate to the
effect that Buyer 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 (a “U.S. Tax Compliance Certificate”) and (2) executed originals of IRS Form
W-8BEN-E; or


 


(D) to the extent
Buyer is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN-E, a
U.S. Tax Compliance Certificate, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable;
provided that if Buyer is a partnership and one or more direct or indirect partners of Buyer are claiming the portfolio
interest exemption, Buyer may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner;


 






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(iii) if Buyer
is not a United States person, it 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 Buyer becomes a party to 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; and


 


(iv) 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 whether 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 3(q)(iv), “FATCA” shall include any
amendments made to FATCA after the date of this Agreement;


 


provided that Buyer
agrees that if any form or certification it previously delivered pursuant to this Section 3(q) expires or becomes obsolete
or inaccurate in any respect, it shall update such form or certification or promptly notify Seller in writing of its legal inability
to do so.


 


(r) If any of the events
described in Section 3(k), Section 3(l), Section 3(n), Section 3(o) or Section 3(p) result in
Buyer’s election to use the Alternative Rate or Buyer’s request for additional amounts, then Seller shall have the
option to notify Buyer in writing of its intent to terminate all of the Transactions and repurchase all of the Purchased Assets
no later than five (5) Business Days after such notice is given to Buyer, and such repurchase by Seller shall be conducted pursuant
to and in accordance with Section 3(g). The election by Seller to terminate the Transactions in accordance with this Section
3(r) shall not relieve Seller for liability with respect to any additional amounts or increased costs actually incurred by
Buyer prior to the actual repurchase of the Purchased Assets.


 


(s) From and after the
Facility Termination Date, Buyer shall have no further obligation to purchase any New Assets. On the Facility Termination Date,
Seller shall be obligated to repurchase all of the Purchased Assets and transfer payment of the Repurchase Price for each such
Purchased Asset, together with the accrued and unpaid Price Differential and all Transaction Costs and other amounts due and payable
to Buyer hereunder, against the transfer by Buyer to Seller or its agent or nominee of each such Purchased Asset. Following the
Facility Termination Date, Buyer shall not be obligated to transfer any Purchased Assets to Seller until payment in full to Buyer
of all amounts due hereunder.


 


(t) Buyer shall not
use any escrow or reserve held pursuant to the Purchased Asset Documents in its possession or control for any reason other than
uses permitted under the Purchased Asset Documents.


 






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(u) Notwithstanding
any provision herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all rules, regulations,
guidelines or directives promulgated in connection therewith or in implementation thereof, and (ii) all requests, rules, guidelines,
requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or
any successor or similar authority) or by United States or foreign regulatory authorities, in each case under this clause (ii)
pursuant to Basel III, shall in each case be deemed to be an adoption of or change in a Requirement of Law made subsequent to the
date of this Agreement.


 


		4.	Mandatory Payment or Delivery of Additional Assets



 


(a) Buyer may determine
and re-determine the Asset Base Components and/or Asset Margin Components on any Business Day and on as many Business Days as it
may elect. Upon the occurrence and during the continuance of a Margin Credit Event with respect to one or more Purchased Assets,
if at any such time the aggregate Repurchase Price of such Purchased Assets is greater than the aggregate Asset Margin Components
of such Purchased Assets as determined by Buyer in its sole good faith discretion (a “Margin
Deficit”), then Seller shall, not later than two (2) Business Days after receipt of notice of such Margin Deficit
from Buyer, deliver to Buyer cash in an amount sufficient to reduce the Aggregate Repurchase Price of such Purchased Assets to
an amount equal to the aggregate Asset Base Components as re-determined by Buyer after giving effect to the delivery of cash or
additional collateral by Seller to Buyer pursuant to this Section 4(a); provided that Seller shall not be required
to cure a Margin Deficit unless and until the aggregate Margin Deficit of all Purchased Assets equals or exceeds 250,000 on any
date of determination. Any cash delivered to Buyer pursuant to this Section 4(a) shall be applied by Buyer to reduce the
Repurchase Price of the applicable Purchased Assets.


 


(b) If at any such time
the Purchase Price of one or more Purchased Assets is less than the aggregate Asset Base Components of such Purchased Assets as
determined by Buyer in its sole good faith discretion (a “Margin Excess”), then Buyer shall, no later than five
(5) Business Days after receipt of a request from Seller, transfer cash to Seller in an amount (not to exceed such Margin Excess)
such that the Purchase Price of such Purchased Asset, after the addition of any such cash so transferred, will thereupon not exceed
such Asset Base Component as re-determined by Buyer after giving effect to the delivery of cash by Buyer to Seller pursuant to
this Section 4(b); provided that (i) no Margin Deficit, Default or Event of Default has occurred and is continuing
or would result from such funding, (ii) such funding shall not result in the Aggregate Repurchase Price of all Purchased Assets
exceeding the Facility Amount and (iii) each such funding shall be in an amount of not less than $1,000,000. Any cash delivered
by Buyer to Seller pursuant to this Section 4(b) shall be applied by Buyer to increase the Purchase Price of the applicable
Purchased Asset. Buyer and Seller shall execute and deliver a restated Confirmation for the applicable Transaction to set forth
the new Purchase Price for such Purchased Asset. Seller may not request funding under this Section 4(b) more than three
times in any calendar month.


 


		5.	Income Payments and Principal Payments



 


(a) On or before the
date hereof, Seller and Buyer shall establish and maintain with the Depository Bank a deposit account in the name of Seller and
under the sole control of Buyer with respect to which the Blocked Account Agreement shall have been executed (such account, together
with any replacement or successor thereof, the “Blocked Account”). Seller shall cause all Income with respect
to the Purchased Assets to be deposited in the Blocked Account. In furtherance of the foregoing, Seller shall cause Servicer to
remit to the Blocked Account all Income received in respect of the Purchased Assets within one (1) Business Day of receipt. All
Income in respect of the Purchased Assets, which may include payments in respect of associated Hedging Transactions, shall be deposited
directly into, or, if applicable, remitted directly from the applicable underlying collection account to, the Blocked Account.


 






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(b) Unless an Event
of Default shall have occurred and be continuing, on each Remittance Date, all Income on deposit in the Blocked Account in respect
of the Purchased Assets and the associated Hedging Transactions shall be applied as follows:


 


(i) first,
to Buyer, an amount equal to the Price Differential which has accrued and is outstanding in respect of the Transactions as of such
Remittance Date;


 


(ii) second,
if a Margin Deficit shall exist with respect to one or more Purchased Assets, to Buyer, an amount such that, after giving effect
to such payment, the aggregate Repurchase Price is equal to the aggregate Asset Base Components of such Purchased Assets, as determined
by Buyer after giving effect to such payment;


 


(iii) third,
to Buyer, all Transaction Costs and all other amounts payable by Seller and outstanding hereunder and under the other Transaction
Documents (other than the Repurchase Price);


 


(iv) fourth,
if a Principal Payment in respect of any Purchased Asset has been made during the related Collection Period (except to the extent
such Principal Payment has already been applied pursuant to Section 5(c) hereof), to Buyer an amount equal to the product
of the amount of such Principal Payment multiplied by the applicable Purchase Percentage; and


 


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


 


If, on any Remittance Date,
the amounts deposited in the Blocked Account shall be insufficient to make the payments required under clauses (i) through
(iv) above of this Section 5(b), and Seller does not otherwise make such payments on such Remittance Date, the same shall
constitute an Event of Default hereunder.


 


(c) Unless an Event
of Default shall have occurred and be continuing, any unscheduled Principal Payment (including net sale proceeds) in respect of
any Purchased Asset for which the Income thereof has been received by the Depository Bank during any Collection Period shall be
applied, no later than two (2) Business Days after receipt of notice from Seller of its intent to apply such payment in accordance
with this Section 5(c), as follows:


 


(i) first,
to Buyer, if a Margin Deficit shall exist with respect to one or more Purchased Assets, an amount such that, after giving effect
to such payment, the aggregate Repurchase Price is equal to the aggregate Asset Base Components of such Purchased Assets, as determined
by Buyer after giving effect to such payment;


 


(ii) second,
to Buyer, an amount equal to the product of the amount of such Principal Payment multiplied by the applicable Purchase Percentage;
and


 


(iii) third,
to Seller, the remainder, if any.


 


(d) If an Event of Default
shall have occurred and be continuing, all Income on deposit in the Blocked Account in respect of the Purchased Assets and the
associated Hedging Transactions shall be applied on the Business Day next following the Business Day on which such funds are deposited
in the Blocked Account as determined in Buyer’s sole discretion pursuant to Section 14(b)(ii)(A). After the Repurchase
Obligations have been satisfied in full, any remainder shall be sent to Seller.


 






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(e) If, at any time
during the term of any Transaction, any Income is distributed to Seller with respect to a Purchased Asset or Seller has otherwise
received such Income and has made a payment in respect of such Income to Buyer pursuant to this Section 5, and for any reason
such amount is required to be returned by Buyer to an obligor under such Purchased Asset (either before or after the Repurchase
Date), Buyer may provide Seller with notice of such required return, and Seller shall pay the amount of such required return to
Buyer by 11:00 a.m. (New York time) on the Business Day following Seller’s receipt of such notice.


 


(f) Subject to the other
provisions hereof, Seller shall be responsible for all Transaction Costs in respect of any Purchased Assets to the extent it would
be so obligated if such Purchased Assets had not been sold to Buyer. Buyer shall provide Seller with notice of the amount of any
such Transaction Costs, and Seller shall pay such amount to Buyer by 11:00 a.m. (New York time) on the later of (i) five (5) Business
Days after the date on which Buyer has informed Seller that such amount is due under the Purchased Asset Documents and (ii) three
(3) Business Days following Seller’s receipt of such notice.


 


		6.	Cautionary Security Interest



 


(a) Buyer and Seller
intend that all Transactions hereunder be sales to Buyer of the Purchased Assets for all purposes (other than for U.S. federal,
state and local income or franchise tax purposes) and not loans from Buyer to Seller secured by the Purchased Assets. However,
in the event that any Transaction is deemed to be a loan, Seller hereby pledges to Buyer as security for the performance by Seller
of the Repurchase Obligations and hereby grants to Buyer a first priority security interest in all of Seller’s right, title
and interest in and to the following (collectively, the “Repurchase Assets”): (i) all of the Purchased Assets
(including, for the avoidance of doubt, all security interests, mortgages and liens on personal or real property securing the Purchased
Assets) and related Servicing Rights; (ii) all Income from the Purchased Assets; (iii) all insurance policies and insurance proceeds
relating to any Purchased Asset or the related Eligible Property; (iv) all “general intangibles”, “accounts”
and “chattel paper” as defined in the UCC relating to or constituting any and all of the foregoing; (v) all replacements,
substitutions or distributions on or proceeds, payments and profits of, and records and files relating to, any and all of the foregoing;
and (vi) any other property, rights, titles or interests as are specified in the Confirmation and/or the Trust Receipt, the Purchased
Asset Schedule or exception report with respect to the foregoing in all instances, whether now owned or hereafter acquired, now
existing or hereafter created.


 


(b) With respect to
the security interest in the Repurchase Assets granted in Section 6(a) hereof, and with respect to the security interests
granted in Section 6(c) and Section 6(d), Buyer shall have all of the rights and may, upon the occurrence and during
the continuance of an Event of Default, exercise all of the remedies of a secured creditor under the UCC and any other applicable
law and shall have the right to apply the Repurchase Assets or proceeds therefrom to the obligations of Seller under the Transaction
Documents. In furtherance of the foregoing, (i) Buyer, at Seller’s sole cost and expense, shall cause to be filed as a
protective filing with respect to the Repurchase Assets and as a UCC filing with respect to the security interests granted in Section
6(c) and Section 6(d) one or more UCC financing statements in form satisfactory to Buyer (to be filed in the filing
office indicated therein), in such locations as may be necessary to perfect and maintain perfection and priority of the outright
transfer (including under Section 22 of this Agreement) and the security interest granted hereby and, in each case, continuation
statements and any amendments thereto (including, without limitation, by causing to be filed any amendments necessary to add or
delete Repurchase Assets covered by the financing statement to reflect the purchase and repurchase of Purchased Assets) (collectively,
the “Filings”), and shall forward copies of such Filings to Seller upon completion thereof, and (ii) Seller
shall, from time to time, at its own expense, deliver and cause to be duly filed all such further filings, instruments and documents
and take all such further actions as may be necessary or commercially reasonable or as may be reasonably requested by Buyer with
respect to the perfection and priority of the outright transfer of the Purchased Assets and the security interest granted hereunder
in the Repurchase Assets and the rights and remedies of Buyer with respect to the Repurchase Assets (including under Section
22 of this Agreement) (including the payments of any fees and Taxes required in connection with the execution and delivery
of this Agreement).


 






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(c) Seller hereby pledges
to Buyer, for the benefit of Buyer, as security for the performance by Seller of the Repurchase Obligations and hereby grants to
Buyer a first priority security interest in all of Seller’s right, title and interest in and to Seller’s rights under
all Hedging Transactions relating to Purchased Assets entered into by Seller and all proceeds thereof. Seller shall take all action
as is necessary or commercially reasonable to obtain consent to assignment of any such Hedging Transaction to Buyer and shall cause
the counterparty under each such Hedging Transaction to enter into such document or instrument satisfactory to Buyer, Seller and
such counterparty, pursuant to which such counterparty will covenant and agree to accept notice from Buyer to redirect payments
under such Hedging Transaction as Buyer may direct. So long as no Event of Default shall be continuing, Buyer agrees that it will
not redirect payments under any Hedging Transaction pledged to Buyer pursuant to the terms of this Section 6(c).


 


(d) Seller hereby pledges
to Buyer as security for the performance by Seller of the Repurchase Obligations and hereby grants to Buyer a first priority security
interest in all of Seller’s right, title and interest in and to the Blocked Account and all amounts and property from time
to time on deposit therein and all replacements, substitutions or distributions on or proceeds, payments and profits of, and records
and files relating to, the Blocked Account.


 


(e) In connection with
the repurchase by Seller of any Purchased Asset in accordance herewith, upon receipt of the Repurchase Price by Buyer, Buyer will
deliver to Seller, at Seller’s expense, such documents and instruments as may be reasonably necessary and requested by Seller
to reconvey such Purchased Asset and any Income related thereto to Seller.


 


		7.	Payment, Transfer and Custody



 


(a) Subject to the terms
and conditions of this Agreement, on the Purchase Date for each Transaction, ownership of the Purchased Assets and all rights thereunder
shall be transferred to Buyer or its designee (including Custodian) against the simultaneous transfer of the Purchase Price to
an account of Seller specified in the Confirmation relating to such Transaction. Buyer will provide Seller with a power of attorney,
substantially in the form attached as Exhibit IV-2 hereto, allowing Seller to administer, operate and service such Purchased
Assets. Provided that no Event of Default shall have occurred and be continuing, the power of attorney shall be binding
upon Buyer and Buyer’s successors and assigns.


 


(b) With respect to
each Table Funded Purchased Asset, Seller shall cause Bailee to deliver to Buyer by no later than 1:00 p.m. (New York time), on
the Purchase Date, by facsimile a true and complete copy of the related Mortgage Note or Participation Certificate (as applicable),
the Insured Closing Letter and Escrow Instructions, if any, and the executed Bailee Agreement. In connection with the sale of each
Purchased Asset, not later than 1:00 p.m. (New York time), two (2) Business Days prior to the related Purchase Date (or with respect
to a Table Funded Purchased Asset not later than 1:00 p.m. (New York time) on the third (3rd) Business Day following the applicable
Purchase Date), Seller shall deliver or cause Bailee to deliver (with a copy to Buyer) and release to Custodian (together with
the Purchased Asset File Checklist), and shall cause Custodian to deliver a Trust Receipt on the Purchase Date (or in the case
of a Table Funded Purchased Asset, not later than two (2) Business Days following the receipt by Custodian) confirming the receipt
of, the following original (or where indicated below, copied) documents, to the extent applicable (collectively, the “Purchased
Asset Documents”), pertaining to each of the Purchased Assets identified in the Purchased Asset File Checklist delivered
therewith:


 






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(i) With respect
to each Purchased Asset, the following documents, as applicable and subject to Section 7(b)(ii) below:


 


(A) The original
Mortgage Note 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 of the Last Endorsee (in the
event that the Purchased Asset 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 Asset 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] or [doing business] as [previous name]”) or a lost note affidavit in a form reasonably approved by Buyer,
with a copy of the applicable Mortgage Note attached thereto.


 


(B) The original
loan agreement and guaranty, if any, executed in connection with the Purchased Asset.


 


(C) The original
Mortgage with evidence of recording thereon, or a true and correct copy of the original that has been submitted for recordation
in the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located.


 


(D) The originals
of all assumption, modification, consolidation or extension agreements with evidence of recording thereon, or true and correct
copies of the originals that have each been submitted for recordation in the appropriate governmental recording office of the jurisdiction
where the Mortgaged Property is located.


 


(E) The original
Assignment of Mortgage in blank for each Purchased Asset, in form and substance acceptable for recording and signed in the name
of the Last Endorsee (in the event that the Purchased Asset 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
Asset was acquired or originated while doing business under another name, the signature must be in the following form: “[Last
Endorsee], [formerly known] or [doing business] as [previous name]”).


 


(F) The originals
of all intervening assignments of mortgage (if any) with evidence of recording thereon, or copies thereof.


 


(G) The original
Title Policy or, if the original Title Policy has not been issued, a copy of the irrevocable marked commitment to issue the same.


 


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


 


(I) The original
Assignment of Leases, if any, with evidence of recording thereon, or a true and correct copy of the original that has been submitted
for recordation in the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located.


 






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(J) The originals
of all intervening assignments of assignment of leases and rents, if any, or copies thereof, with evidence of recording thereon,
or copies thereof.


 


(K) A copy of
the UCC financing statements, certified as true and correct by Seller, and all necessary UCC continuation statements with evidence
of filing thereon or copies thereof together with evidence that such UCC financing or continuation statements have been sent for
filing, and UCC assignments in blank, which UCC assignments shall be in form and substance acceptable for filing in the applicable
jurisdictions.


 


(L) The original
environmental indemnity agreement or similar guaranty or indemnity, whether stand-alone or incorporated into the applicable loan
documents (if any).


 


(M) The original
omnibus assignment in blank or such other documents necessary and sufficient to transfer to Buyer all of Seller’s right,
title and interest in and to the Purchased Asset (if any).


 


(N) A Survey
of the Mortgaged Property (if any) as accepted by the title company for issuance of the Title Policy.


 


(O) A copy of
all servicing agreements and Servicing Records related to such Purchased Asset, which Seller shall deliver to Servicer (with a
copy to Buyer).


 


(P) A copy of
the Mortgagor’s opinions of counsel.


 


(Q) In the case
of a Purchased Asset that is a Participation Interest, the original Participation Certificate evidencing such Participation Interest
together with an assignment in blank.


 


(R) In the case
of a Purchased Asset that is a Participation Interest, the participation agreement and any other documents evidencing such Participation
Interest.


 


(S) An assignment
of any management agreements, permits, contracts and other material agreements (if any).


 


(T) Reports
of UCC, tax lien, judgment and litigation searches as requested by Buyer, conducted by search firms reasonably acceptable to Buyer
with respect to the Purchased Asset, Seller and the related underlying obligor, such searches to be conducted in each location
Buyer shall reasonably designate and such reports reasonably satisfactory to Buyer.


 


(U) The original
or a copy of the intercreditor or co-lender agreement (if any) executed in connection with the Purchased Asset to the extent the
subject borrower, or an affiliate thereof, has encumbered its assets with senior, junior or similar financing, whether mortgage
financing or mezzanine loan financing.


 






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(V) Copies of
all documents relating to the formation and organization of the related obligor under such Purchased Asset, together with all consents
and resolutions delivered in connection with such obligor’s obtaining such Purchased Asset.


 


(W) All other
material documents and instruments evidencing, guaranteeing, insuring, securing or modifying such Purchased Asset, executed and
delivered in connection with, or otherwise relating to, such Purchased Asset, including all documents establishing or implementing
any lockbox pursuant to which Seller is entitled to receive any payments from cash flow of the underlying real property.


 


(ii) If
Seller cannot deliver, or cause to be delivered, any of the original documents and/or instruments required to be delivered as originals
under the provisions above (excluding the Mortgage Note, an original of which must be delivered at the time required under the
provisions above), Seller shall deliver a photocopy thereof and, unless waived by Buyer, an Officer’s Certificate of Seller
certifying that such copy represents a true and correct copy of the original. Seller shall then, (A) use its commercially reasonable
efforts to obtain and deliver the original document within one hundred eighty (180) days after the related Purchase Date (or such
longer period after the related Purchase Date to which Buyer may consent in its sole discretion, so long as Seller is, as certified
in writing to Buyer not less frequently than monthly, using its commercially reasonable efforts to obtain the original), (B) after
the expiration of such commercially reasonable efforts period, deliver to Buyer a certification that states, despite Seller’s
commercially reasonable efforts, Seller was unable to obtain such original document and (C) thereafter have no further obligation
to deliver the related original document.


 


(c) From time to time,
Seller shall forward to Custodian additional original documents or additional documents evidencing any assumption, modification,
consolidation or extension of a Purchased Asset approved in accordance with the terms of this Agreement, and upon receipt of any
such other documents, Custodian shall hold such other documents on behalf of Buyer and as Buyer 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
Custodian promptly when they are received. With respect to all of the Purchased Assets delivered by Seller to Buyer or its designee
(including Custodian), Seller shall execute an omnibus power of attorney substantially in the form of Exhibit IV-1 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 any Assignment of Mortgage, (ii) complete the endorsement of any Mortgage Note or Participation Certificate
(as applicable) and (iii) take such other steps as may be necessary or desirable to enforce Buyer’s rights against any Purchased
Assets and the related Purchased Asset Files and the Servicing Records. Buyer shall deposit the Purchased Asset Files representing
the Purchased Assets, or cause the Purchased Asset Files to be deposited directly, with Custodian to be held by Custodian on behalf
of Buyer. The Purchased Asset Files shall be maintained in accordance with the Custodial Agreement. Any Purchased Asset File not
delivered to Buyer or its designee (including Custodian) is 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 Asset File and the originals of the
Purchased Asset File not delivered to Buyer or its designee. The possession of the Purchased Asset File by Seller or its designee
is at the will of Buyer for the sole purpose of servicing the related Purchased Asset, 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 transfer, subject to the terms and conditions
of this Agreement, of the related Purchased Asset to Buyer. Seller or its designee (including Custodian) shall release its custody
of the Purchased Asset File only in accordance with written instructions from Buyer, unless such release is required as incidental
to the servicing of the Purchased Assets or is in connection with a repurchase of any Purchased Asset by Seller or is pursuant
to the order of a court of competent jurisdiction.


 






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(d) On the date of this
Agreement, Buyer shall have received all of the following items and documents, each of which shall be satisfactory to Buyer in
form and substance:


 


(i) Transaction
Documents.


 


(1) this Agreement,
duly executed and delivered by Seller and Buyer (including all exhibits);


 


(2) the Custodial
Agreement, duly executed and delivered by Seller, Buyer and Custodian;


 


(3) the Blocked
Account Agreement, duly executed and delivered by Seller, Buyer and Depository Bank;


 


(4) the Fee
Letter, duly executed and delivered by Seller and Buyer; and


 


(5) the Guaranty,
duly executed and delivered by Guarantor;


 


(6) power of
attorney executed by Seller in the form of Exhibit IV-1;


 


(7) the Servicing
Agreement and (if any) Servicer Acknowledgment duly executed by the parties thereto; and


 


(8) the Filings,
together with any other documents necessary or requested by Buyer to perfect the security interest granted by Seller in favor of
Buyer, for the benefit of Buyer, under this Agreement or any other Transaction Documents;


 


(ii) [Reserved]


 


(iii) Organizational
Documents. Certified copies of the organizational documents of Seller and Guarantor and resolutions or other documents evidencing
the authority of Seller and Guarantor with respect to the execution, delivery and performance of the Transaction Documents to which
it is a party and each other document to be delivered by Seller and/or Guarantor from time to time in connection with the Transaction
Documents (and Buyer may conclusively rely on such certifications until it receives notice in writing from Seller or Guarantor,
as the case may be, to the contrary);


 


(iv) Legal
Opinion. Opinions of counsel to Seller and Guarantor in form and substance satisfactory to Buyer as to authority, enforceability
of the Transaction Documents to which it is a party, perfection, bankruptcy safe harbors, the Investment Company Act and such
other matters as may be requested by Buyer;


 


(v) [Intentionally
Omitted]; and


 


(vi) Other
Documents. Such other documents as Buyer may reasonably request.


 






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(e) On the IPO Closing
Date, Buyer shall have received the Origination Fee and all other Transaction Costs payable to Buyer in connection with the negotiation
of the Transaction Documents.


 


		8.	Certain Rights of Buyer with respect to the Purchased Assets



 


(a) Subject to the terms
and conditions of this Agreement, title to all Purchased Assets shall pass to Buyer on the applicable Purchase Date, and Buyer
shall have free and unrestricted use of its interest in the Purchased Assets in accordance with the terms and conditions of the
Purchased Asset Documents. Nothing in this Agreement or any other Transaction Document shall preclude Buyer from engaging (at its
expense) in repurchase transactions with the Purchased Assets with Persons in conformity with the terms and conditions of the Purchased
Asset Documents or otherwise selling, transferring, pledging, repledging, hypothecating, or rehypothecating the Purchased Assets
to Persons in conformity with the terms and conditions of the Purchased Asset Documents, but no such transaction shall relieve
Buyer of its obligations to transfer the Purchased Assets to Seller pursuant to Section 3 of this Agreement or of Buyer’s
obligation to credit or pay Income to, or apply Income to the obligations of, Seller pursuant to Section 5 of this Agreement
or otherwise affect the rights, obligations and remedies of any party to this Agreement.


 


(b) Nothing contained
in this Agreement or any other Transaction Document shall obligate Buyer to segregate any Purchased Assets delivered to Buyer by
Seller. Notwithstanding anything to the contrary in this Agreement or any other Transaction Document, no Purchased Asset shall
remain in the custody of Seller or an Affiliate of Seller other than as permitted herein. Subject to the terms and conditions of
this Agreement, any documents delivered to Custodian pursuant to Section 7 of this Agreement shall be released only in accordance
with the terms and conditions of the Custodial Agreement.


 


		9.	Extension and Acceleration of Facility Termination Date; Reduction of Facility Amount



 


(a) At the request of
Seller delivered to Buyer no earlier than ninety (90) days and no later than thirty (30) days before the applicable Facility Termination
Date, Seller may annually request an extension of the then current Facility Termination Date for a one (1) year period (each, an
“Extension Term”). Such requests may be approved or denied in Buyer’s sole discretion, and in any case
shall be approved only if (i) no Default, Event of Default or Margin Deficit shall exist on the date of Seller’s request
to extend or on the then current Facility Termination Date, (ii) all representations and warranties in this Agreement shall
be true, correct, complete and accurate in all material respects as of the then current Facility Termination Date (except such
representations which by their terms speak as of a specified date and subject to any exceptions disclosed to Buyer in an Exception
Report prior to such date and approved by Buyer), and (iii) on or before the then current Facility Termination Date, Seller shall
have paid the Extension Fee to Buyer.


 


(b) On or prior to each
of the first anniversary and second anniversary of the IPO Closing Date (each, an “Annual Fee Payment Date”),
Seller may, in its sole discretion, pay to Buyer the Annual Fee. If Seller does not elect to pay the Annual Fee on an Annual Fee
Payment Date, this Agreement shall terminate and the Facility Termination Date shall automatically be accelerated to such Annual
Fee Payment Date.


 


(c) On each anniversary
of the IPO Closing Date, Seller may, upon at least five (5) Business Days’ prior notice to Buyer, permanently reduce in part
the unused portions of the Facility Amount; provided, however, that (i) each partial reduction of the Facility Amount
shall be in an aggregate amount of $25,000,000 or a multiple thereof, (ii) after giving effect to such reduction, the Aggregate
Repurchase Price of all Purchased Assets shall not exceed the Facility Amount, and (iii) the Facility Amount shall not be reduced
below $100,000,000.


 






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		10.	Representations



 


Seller represents and warrants
to Buyer that as of the date of this Agreement and as of each Purchase Date and at all times while this Agreement and any Transaction
thereunder is in effect or any Repurchase Obligations remain outstanding:


 


(i) Organization.
Seller (A) is a limited liability company duly organized, validly existing and in good standing under the laws and regulations
of the State of Delaware; (B) 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; (C) has all requisite limited liability company or other power, and
has all governmental licenses, authorizations, consents and approvals necessary, to (1) own and hold its assets and to carry on
its business as now being conducted and proposed to be conducted and (2) to execute the Transaction Documents and enter into the
Transactions thereunder, and (D) has all requisite limited liability company or other power to execute, deliver, and perform its
obligations under this Agreement and the other Transaction Documents.


 


(ii) Authorization;
Due Execution; Enforceability. The execution, delivery and performance by Seller of each of this Agreement and each of the
Transaction Documents have been duly authorized by all necessary limited liability company or other action on its part. 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;
Consents. Neither the execution and delivery of the Transaction Documents, nor 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 (A) conflict with or result in a breach of the organizational documents of Seller, (B) conflict
with any applicable law (including, without limitation, Prescribed Laws), rule or regulation or result in a breach or violation
of any of the terms, conditions or provisions of any judgment or order, writ, injunction, decree or demand of any Governmental
Authority applicable to Seller, (C) result in the creation or imposition of any lien or any other encumbrance upon any of the assets
of Seller, other than pursuant to the Transaction Documents or (D) violate or conflict with contractual provisions of, or cause
an event of default under, any indenture, loan agreement, mortgage, contract or other material agreement to which Seller is a party
or by which Seller may be bound.


 


(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 or any of its assets which (A) may, individually or in the aggregate, result in any Material
Adverse Effect; (B) may have an adverse effect on the validity of the Transaction Documents or any action taken or to be taken
in connection with the obligations of Seller under any of the Transaction Documents; (C) makes a claim or claims in an amount
greater than $100,000; or (D) requires filing with the SEC in accordance with the 1934 Act or any rules thereunder. Seller is
in compliance in all material respects with all Requirements of Law. Seller is not in default in any material respect with respect
to any judgment, order, writ, injunction, decree, rule or regulation of any arbitrator or Governmental Authority.


 






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(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 the Purchased Assets pursuant to any
Transaction Documents.


 


(vi) Good
Title to Purchased Assets. Immediately prior to the purchase of any Purchased Assets by Buyer from Seller, such Purchased Assets
are free and clear of any lien, security interest, claim, option, charge, encumbrance or impediment to transfer to Buyer (including
any “adverse claim” as defined in Section 8-102(a)(1) of the UCC), and are not subject to any rights of setoff, any
prior sale, transfer, assignment, or participation by Seller or any agreement (other than the Transaction Documents) by Seller
to assign, convey, transfer or participate in such Purchased Assets, in whole or in part, and Seller is the sole legal record and
beneficial owner of, and owns and has the right to sell and transfer, such Purchased Assets to Buyer, and, upon transfer of such
Purchased Assets to Buyer, Buyer shall be the owner of such Purchased Assets (other than for U.S. federal, state and local income
and franchise tax purposes) free of any adverse claim, subject to Seller’s rights pursuant to this Agreement. In the event
that the related Transaction is recharacterized as a secured financing of the Purchased Assets and with respect to the security
interests granted in Section 6(a), Section 6(c) and Section 6(d), the provisions of this Agreement and the
filing of the Filings are effective to create in favor of Buyer a valid security interest in all right, title and interest of Seller
in, to and under the Repurchase Assets specified in Section 6(a) and the other collateral specified in Section 6(c)
and Section 6(d), and Buyer shall have a valid, perfected and enforceable first priority security interest in the Repurchase
Assets and such other collateral to the extent such security interest can be perfected by filing or by delivery to and possession
by Custodian or delivery to the Blocked Account, subject to no lien or rights of others other than as granted herein.


 


(vii) No
Default / No Material Adverse Effect. No Default or Event of Default exists under or with respect to the Transaction Documents.
To Seller’s knowledge, there are no post-Transaction facts or circumstances that have a Material Adverse Effect on any Purchased
Asset that Seller has not notified Buyer of in writing.


 


(viii) Representations
and Warranties Regarding Purchased Assets; Delivery of Purchased Asset File. Each Purchased Asset sold hereunder, as of the
applicable Purchase Date for the Transaction in question, conforms to the applicable representations and warranties set forth in
Exhibit V attached hereto, except as has been disclosed to Buyer in an Exception Report prior to Buyer’s issuance
of a Confirmation with respect to the related Purchased Asset. It is understood and agreed that the representations and warranties
set forth in Exhibit V hereto (as modified by any Exception Report disclosed to Buyer in writing prior to Buyer’s
issuance of a Confirmation with respect to the related Purchased Asset), shall survive delivery of the respective Purchased Asset
File to Buyer or its designee (including Custodian). With respect to each Purchased Asset, the Mortgage Note or Participation Certificate
(as applicable), the Mortgage (if any), the Assignment of Mortgage (if any) and any other documents required to be delivered under
this Agreement and the Custodial Agreement for such Purchased Asset have been delivered (or with respect to Table Funded Purchased
Assets shall be delivered in accordance with Section 7(b)) to Buyer or Custodian on its behalf or such requirement will
have been expressly waived in writing by Buyer. Seller or its designee is in possession of a complete, true and accurate Purchased
Asset File with respect to each Purchased Asset, except for such documents the originals of which have been delivered to Custodian.


 






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(ix) Adequate
Capitalization; No Fraudulent Transfer. After giving effect to each Transaction (A) the amount of the “present fair
saleable value” of the assets of Seller and of Seller and its Subsidiaries, taken as a whole, will, as of such date, exceed
the amount of all “liabilities of Seller and of Seller and its Subsidiaries, taken as a whole, contingent or otherwise”,
as of such date, as such quoted terms are determined in accordance with applicable federal and state laws governing determinations
of the insolvency of debtors, (B) the present fair saleable value of the assets of Seller and of Seller and its Subsidiaries,
taken as a whole, will, as of such date, be greater than the amount that will be required to pay the liabilities of Seller and
of Seller and its Subsidiaries, taken as a whole, on their respective debts as such debts become absolute and matured, (C) neither
Seller, nor Seller and its Subsidiaries, taken as a whole, will have, as of such date, an unreasonably small amount of capital
with which to conduct their respective businesses, and (D) Seller and its Subsidiaries, taken as a whole, will be able to pay
their respective debts as they mature. Seller does not intend to incur, or believe that it has incurred, debts beyond its ability
to pay such debts as they mature. Seller is not contemplating the commencement of insolvency, bankruptcy, liquidation or consolidation
proceedings or the appointment of a receiver, liquidator, conservator, trustee or similar official in respect of Seller or any
of its assets. Seller is not transferring any Mortgage Loans with any intent to hinder, delay or defraud any of its creditors.
For purposes of this Section 10(ix), “debt” means “liability on a claim”, “claim” means
any (x) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured,
unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and (y) right to an equitable remedy for breach of performance
if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed,
contingent, matured or unmatured, disputed, undisputed, secured or unsecured.


 


(x) Organizational
Documents. Seller has delivered to Buyer true and correct certified copies of its organizational documents, together with all
amendments thereto.


 


(xi) No
Encumbrances. There are (A) no outstanding rights, options, warrants or agreements on the part of Seller for a purchase, sale
or issuance, in connection with the Purchased Assets (B) no agreements on the part of Seller to issue, sell or distribute the
Purchased Assets and (C) no obligations on the part of Seller (contingent or otherwise) to purchase, redeem or otherwise acquire
any securities or interest therein, except, in each of the foregoing instances, as contemplated by the Transaction Documents.


 


(xii) No
Investment Company or Holding Company. Neither Seller nor Guarantor is an “investment company”, or a company “controlled
by an investment company”, within the meaning of the Investment Company Act of 1940, as amended.


 


(xiii) Taxes.
Seller has filed or caused to be filed all tax returns that would be delinquent if they had not been filed on or before the date
hereof and has paid all Taxes due and payable on or before the date hereof and all Taxes, fees or other charges imposed on it and
any of its assets by any Governmental Authority except for any such as are being 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 Seller’s knowledge, no claims are being asserted with respect to
any such Taxes, fees or other charges.


 


(xiv) ERISA.
Neither Seller nor any ERISA Affiliate (A) sponsors or maintains any Plans or (B) makes any contributions to or has any liabilities
or obligations (direct or contingent) with respect to any Plans. Seller does not hold Plan Assets, and, assuming that the assets
used by Buyer hereunder do not constitute Plan Assets, the consummation of the transactions contemplated by this Agreement will
not constitute or result in any non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or substantially
similar Laws.


 






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(xv) Judgments/Bankruptcy.
Except as disclosed in writing to Buyer, there are no judgments against Seller that are 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.


 


(xvi) Full
and Accurate Disclosure. No information provided by or on behalf of Seller pursuant to or during the negotiation of the Transaction
Documents, or any written statement furnished by or on behalf of Seller pursuant to the terms of the Transaction Documents (including
any certification of Bailee), contains any untrue statement of a material fact or 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 when such statements
and omissions are considered in the totality of the circumstances in question.


 


(xvii) Financial
Information. All financial data concerning Seller and Guarantor and all data concerning the Purchased Assets that has been
delivered to Buyer by Seller, any Affiliate of Seller or Seller’s advisors is true, complete and correct in all material
respects and has been prepared in accordance with GAAP (to the extent applicable). Since the delivery of such data, except as otherwise
disclosed in writing to Buyer, there has been no material adverse change in the business or financial condition of Seller or Guarantor
or the Purchased Assets, or in the results of operations of Seller or Guarantor.


 


(xviii) Jurisdiction
of Organization. Seller’s jurisdiction of organization is the State of Delaware.


 


(xix) Location
of Books and Records. The location where Seller keeps its books and records is at its chief executive office at 55 Railroad
Avenue Suite 100, Greenwich, CT 06830.


 


(xx) Intentionally
Omitted.


 


(xxi) Use
of Proceeds; Regulation T, U and X. All proceeds of each Transaction shall be used by Seller for purposes permitted under Seller’s
governing documents; provided that no part of the proceeds of any Transaction will be used by Seller to purchase or carry
any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. Neither the entering
into nor consummation of any Transaction hereunder, nor the use of the proceeds thereof, will violate any provisions of Regulation
T, U or X.


 


(xxii) Regulatory
Status. Seller is not a “bank holding company” or a direct or indirect subsidiary of a “bank holding company”
as defined in the Bank Holding Company Act of 1956, as amended, and Regulation Y thereunder of the Board of Governors of the Federal
Reserve System.


 


(xxiii) Hedging
Transactions. As of the Purchase Date for any Purchased Asset that is subject to a Hedging Transaction, each such Hedging Transaction
is in full force and effect in accordance with its terms, each counterparty thereto is an Affiliated Hedge Counterparty or a Qualified
Hedge Counterparty, and no “Termination Event”, “Event of Default”, “Potential Event of Default”
or any similar event, however denominated, has occurred and is continuing with respect thereto.


 






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(xxiv) Anti-Money
Laundering. The operations of Seller, Guarantor and their Subsidiaries are and have been conducted at all times in material
compliance with all applicable financial recordkeeping and reporting requirements, including those required by the Prescribed
Laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving
Seller or Guarantor or any of their Subsidiaries with respect to the Prescribed Laws is pending or, to the best knowledge of Seller,
threatened.


 


(xxv) OFAC.


 


(A) None
of Seller, any director, officer or employee of Seller, or to Seller’s knowledge, any agent, Affiliate or representative
of Seller, is a Person that is, or is owned or controlled by a Person that is: (1) the subject of any sanction administered or
enforced by OFAC, the United Nations Security Council, the European Union, or Her Majesty’s Treasury (collectively, “Sanctions”);
or (2) located, organized or resides in a country or territory that is the subject of comprehensive Sanctions (including, without
limitation, Burma/Myanmar, Cuba, Iran, North Korea, Sudan and Syria.


 


(B) Seller
is not now knowingly engaged in, and will not knowingly engage in, any dealings or transactions with any Person, or in any country
or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.


 


(xxvi) Anti-Corruption.


 


(A) None
of Seller, its directors, officers, or employees, or, to Seller’s knowledge, any agent, Affiliate or representative of Seller
or any Affiliate of them, has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization
or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any Person
while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence
official action, to obtain or retain business or otherwise to secure any improper advantage, in each case in violation of applicable
anti-corruption or anti-bribery laws.


 


(B) Seller
and, to Seller’s knowledge, Seller’s Affiliates have conducted their businesses in compliance with applicable anti-corruption
laws and have instituted and maintained, and will continue to maintain, policies and procedures reasonably designed to promote
and achieve compliance with such laws and with the representations and warranties contained in this Section 10(xxvi).


 


		11.	Negative
                                         Covenants of Seller



 


On
and as of date of this Agreement and each Purchase Date and at all times while this Agreement and any Transaction hereunder is
in effect or any Repurchase Obligations remain outstanding, Seller shall not without the prior written consent of Buyer:


 


(a) subject
to Seller’s right to repurchase and its other activities permitted hereunder, take any action which would directly or indirectly
materially impair or adversely affect Buyer’s title to the Purchased Assets;


 


(b) transfer,
assign, convey, grant, bargain, sell, set over, deliver or otherwise dispose of, or pledge or hypothecate, directly or indirectly,
any interest in the Purchased Assets (or any of them) to any Person other than Buyer, or engage in repurchase transactions or
similar transactions with respect to the Purchased Assets (or any of them) with any Person other than Buyer, except where the
Purchased Assets in question are simultaneously repurchased from Buyer;


 






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(c) create,
incur or permit to exist any lien, encumbrance or security interest in or on any of the Repurchase Assets or other collateral
subject to the security interests granted by Seller pursuant to Section 6 of this Agreement;


 


(d) create,
incur or permit any lien, security interest, charges, or encumbrances with respect to any Repurchase Assets or Hedging Transaction
relating to the Purchased Assets for the benefit of any Person other than Buyer;


 


(e) consent
or assent to a Significant Modification of any Purchased Asset without the prior written consent of Buyer;


 


(f) take
any action or permit such action to be taken which would result in a Change of Control;


 


(g) after
the occurrence and during the continuation of any monetary Default or 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;


 


(h) 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 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;


 


(i) 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 Assets 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 similar Laws; provided,
however, that Buyer is not using Plan Assets;


 


(j) make
any future advances under any Purchased Asset to any underlying obligor that are not permitted by the related Purchased Asset
Documents;


 


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


 


(l) incur
any Indebtedness except as provided in Section 13(i) hereof or otherwise cease to be a Single-Purpose Entity;


 


(m) permit
the organizational documents or organizational structure of Seller to be amended without the prior written consent of Buyer in
its sole discretion; or


 


(n) acquire
or maintain any right or interest in any Purchased Asset or Mortgaged Property that is senior to, junior to or pari passu
with the rights and interests of Buyer therein under this Agreement and the other Transaction Documents unless such right or interest
becomes a Purchased Asset hereunder; 


 



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(o) knowingly,
directly or indirectly use the proceeds from any Transaction, or lend contribute or otherwise make available such proceeds to
any other Person: (i) to fund or facilitate any activities or business of or with any Person or in any country or territory
that, at the time of such funding or facilitation, is the subject of Sanctions or (ii) in any other manner that would result
in a violation of Sanctions by any Person (including Buyer); or


 


(p) knowingly,
directly or indirectly use the proceeds from any Transaction or lend, contribute or otherwise make available such proceeds to
any Person for the purpose of financing or facilitating any activity that would violate applicable anti-corruption laws, rules,
or regulations.


 


		12.	Affirmative
                                         Covenants of Seller



 


On
and as of the date of this Agreement and each Purchase Date and at all times while this Agreement and any Transaction thereunder
is in effect or any Repurchase Obligations remain outstanding:


 


(a) Seller
shall promptly notify Buyer of any event and/or condition that is likely to have a Material Adverse Effect.


 


(b) Seller
shall give notice to Buyer of the following (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) promptly
upon receipt by Seller of notice or knowledge of the occurrence of any Default or Event of Default;


 


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


 


(iii) with
respect to any Purchased Asset sold to Buyer hereunder, promptly following receipt by Seller of notice or knowledge by a responsible
officer 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 to affect adversely the value of such Mortgaged Property;


 


(iv) promptly
upon receipt of notice by Seller or knowledge by a responsible officer of (A) any Purchased Asset that becomes a Defaulted Asset,
(B) any lien or security interest (other than security interests created hereby) on, or claim asserted against, any Purchased
Asset or, to Seller’s knowledge, the underlying collateral therefor, (C) 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 Asset, or (D) any change with respect
to Servicer or in the servicing of any Purchased Asset;


 


(v) promptly,
and in any event within ten (10) 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 (A) 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, (B) makes a claim or claims in an aggregate amount greater than $100,000,
(C) which, individually or in the aggregate, if adversely determined could reasonably be likely to have a Material Adverse Effect,
(D) requires filing with the SEC in accordance with the 1934 Act and any rules thereunder or (E) raises any lender licensee issues
with respect to any Purchased Asset;


 






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(vi) promptly
upon any transfer of any underlying Mortgaged Property or any direct or indirect equity interest in any Mortgagor of which Seller
has knowledge, whether or not consent to such transfer is required under the applicable Purchased Asset Documents; and


 


(vii) promptly,
and in any event within ten (10) days after Seller or any of its ERISA Affiliates knows or has reason to know that any “reportable
event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur in respect of a Plan
that, individually or in the aggregate, either has resulted, or could reasonably be expected to result, in a Material Adverse
Effect.


 


(c) Seller
shall provide Buyer with copies of such documents that are available to Seller as Buyer may reasonably request evidencing the
truthfulness of the representations set forth in Section 10 hereof.


 


(d) Seller
shall defend the right, title and interest of Buyer in and to the Purchased Assets and any Hedging Transactions against, and take
such other action as is reasonably necessary to remove, any liens, security interests, claims, encumbrances, charges and demands
of all Persons thereon (other than security interests granted to Buyer hereunder), and take any such other action as is necessary
to obtain or preserve a first priority perfected security interest in the Purchased Assets and any Hedging Transactions.


 


(e) Seller
will permit Buyer or its designated representative to inspect any of Seller’s records with respect to all or any portion
of the Purchased Assets and the conduct and operation of its business related thereto at such reasonable times and with reasonable
frequency requested by Buyer or its designated representative and to make copies of extracts of any and all thereof.


 


(f) If
any amount payable under or in connection with any of the Purchased Assets shall be or become evidenced by any promissory note,
other instrument or chattel paper (as each of the foregoing is defined under the UCC), such note, instrument or chattel paper
shall be immediately delivered to Buyer or its designee, duly endorsed in a manner satisfactory to Buyer or if any collateral
or other security shall subsequently be delivered to Seller in connection with any Purchased Asset, Seller shall immediately deliver
or forward such item of collateral or other security to Buyer or its designee, together with such instruments of assignment as
Buyer may reasonably request.


 


(g) Seller
shall provide (or cause to be provided) to Buyer the following financial and reporting information:


 


(i) the
Monthly Statement;


 


(ii) the
Quarterly Report, together with all operating statements and occupancy information that Seller or Servicer has received relating
to the Purchased Assets for the related fiscal quarter;


 


(iii) a
Financial Covenant Compliance Certificate;


 






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(iv) within
forty-five (45) days following the end of each of the first three quarters, and within ninety (90) days following the end of each
fiscal year, as the case may be, an Officer’s Certificate of Seller in form and substance reasonably satisfactory to Buyer
certifying that during such fiscal quarter or year Seller has observed or performed all of its covenants and other agreements,
and satisfied every condition, contained in this Agreement and the other Transaction Documents to be observed, performed or satisfied
by it, and that there has occurred no Event of Default and no event or circumstance has occurred that is reasonably likely to
result in a Material Adverse Effect;


 


(v) within
ten (10) Business Days after Buyer’s request, such further information with respect to the operation of any Mortgaged Property,
Purchased Asset, the financial affairs of Seller or Guarantor and any Plan and Multiemployer Plan as may be reasonably requested
by Buyer, including all business plans prepared by or for Seller; and


 


(vi) such
other reports as Buyer shall reasonably request.


 


(h) Seller
shall at all times comply in all material respects with all laws (including, without limitation, Prescribed 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.


 


(i) Seller
agrees that, from time to time upon the prior written request of Buyer, it shall execute and deliver such further documents, provide
such additional information and reports and perform such other acts as Buyer may reasonably request in order to insure compliance
with all Prescribed Laws and to fully effectuate the purposes of this Agreement; provided, however, that nothing
herein shall be construed as requiring Buyer to conduct any inquiry or decreasing Seller’s responsibility for its statements,
representations, warranties or covenants hereunder. In order to enable Buyer and its respective Affiliates to comply with any
anti-money laundering program and related responsibilities including, but not limited to, any obligations under the Prescribed
Laws and regulations thereunder, Seller on behalf of itself and its Affiliates makes the following representations and covenants
to Buyer and its Affiliates: (A) that neither Seller, nor, any of its Affiliates, is a Prohibited Person and (B) Seller is not
acting on behalf of or on behalf of any Prohibited Person. Seller agrees to promptly notify Buyer or a person appointed by Buyer
to administer their anti-money laundering program, if applicable, of any change in information affecting this Section 12(i).


 


(j) 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.


 


(k) Seller
shall advise Buyer in writing of the opening of any new chief executive office of Seller or the closing of any such office and
of any change in Seller’s name or the places where the books and records pertaining to the Purchased Assets are held not
less than fifteen (15) Business Days prior to taking any such action.


 


(l) Seller
shall pay when due all Transaction Costs. Seller shall pay and discharge all Taxes, levies, liens and other charges, if any, on
its assets and on the Purchased Assets that, in each case, in any manner would create any lien or charge upon the Purchased Assets,
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.


 


(m) Seller
shall maintain its existence as a limited liability company organized solely and in good standing under the law of the State of
Delaware and shall not dissolve, liquidate, merge with or into any other Person or otherwise change its organizational structure
or documents or identity or incorporate or organize in any other jurisdiction.


 






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


 


(o) Seller
shall provide Buyer with notice of each modification of any Purchased Asset Documents consented to by Seller (including such modifications
which do not constitute a Significant Modification).


 


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


 


(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 Asset that has become a Defaulted Asset.


 


(r) Seller
shall not cause any Purchased Asset to be serviced by any servicer other than a servicer expressly approved in writing by Buyer.
Seller shall provide written notification to Buyer within one (1) Business Day of knowledge by a responsible officer of Seller
that any rating agency reducing the credit or servicer rating applicable to any servicer.


 


(s) If
Seller shall at any time become entitled to receive or shall receive any rights, whether in addition to, in substitution of, as
a conversion of, or in exchange for a Purchased Asset, or otherwise in respect thereof, Seller shall accept the same as Buyer’s
agent, hold the same in trust for Buyer and deliver the same forthwith to Buyer (or Custodian, as appropriate) in the exact form
received, duly endorsed by Seller to Buyer if required, together with all related and necessary duly executed transfer documents
to be held by Buyer hereunder as additional collateral security for the Transactions. If any sums of money or property so paid
or distributed in respect of the Purchased Assets shall be received by Seller, Seller shall, until such money or property is paid
or delivered to Buyer, hold such money or property in trust for Buyer, segregated from other funds of Seller, as additional collateral
security for the Transactions.


 


(t) If
Guarantor or any Subsidiary of Guarantor has entered into or shall enter into or amend a repurchase agreement, warehouse facility,
credit facility or other similar arrangement with any Person which by its terms provides more favorable terms with respect to
any financial covenants tested at the Guarantor level, including without limitation covenants covering the same or similar subject
matter set forth in the Financial Covenant Compliance Certificate required to be delivered hereunder (a “More Favorable
Agreement”), Seller shall give (i) in the case of an existing More Favorable Agreement, prompt notice to Buyer of such
more favorable terms, or (ii) in the case of a More Favorable Agreement that has not been executed, not less than ten (10) Business
Days’ prior notice of such more favorable terms. No later than (i) in the case of an existing More Favorable Agreement, ten
(10) Business Days after notice is given of the more favorable terms, or (ii) in the case of a More Favorable Agreement that has
not been executed, the date on which such more favorable terms become effective, Seller shall enter into such amendments to this
Agreement and the other Transactions Document as may be required by Buyer to give effect to such more favorable terms.


 






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		13.	Single-Purpose
                                         Entity



 


Seller
hereby represents and warrants to Buyer and covenants with Buyer that, on and as of the date of this Agreement and each Purchase
Date and at all times while this Agreement and any Transaction thereunder is in effect or any Repurchase Obligations remain outstanding:


 


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


 


(b) It
has complied and will comply with the provisions of its certificate of formation and its limited liability company agreement.


 


(c) It
has done or caused to be done and will do all things necessary to observe 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 (except to the extent consolidation is required
or permitted under GAAP or as a matter of law).


 


(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), it shall correct any known misunderstanding regarding its status as a separate entity,
it shall conduct business in its own name, it shall not identify itself or any of its Affiliates as a division or part of the
other and it shall maintain and utilize separate stationery, invoices and checks.


 


(f) It
has not owned and will not own any property or any other assets other than the Purchased Assets, cash and its interest under any
associated Hedging Transactions.


 


(g) It
has not engaged and will not engage in any business other than the origination, acquisition, ownership, financing and disposition
of the Purchased Assets and the associated Hedging Transactions 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 intrinsically fair and 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, (B) obligations under the
documents evidencing the Purchased Assets, and (C) unsecured trade payables, in an aggregate amount not to exceed $200,000 at
any one time outstanding, incurred in the ordinary course of acquiring, owning, financing and disposing of the Purchased Assets;
provided, however, that any such trade payables incurred by Seller shall be paid within sixty (60) days of the date
incurred.


 


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


 






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(k) It
will 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) Neither
it nor Guarantor will seek the dissolution, liquidation or winding up, in whole or in part of Seller.


 


(m) It
will not commingle its funds and other assets with those of any of its Affiliates or any other Person.


 


(n) 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.


 


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


 


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


 


(q) Its
organizational documents 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 any 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 Act of Insolvency; provided that the foregoing shall not eliminate
the implied contractual covenant of good faith and fair dealing.


 


(r) It
shall not, without the consent of its Independent Directors, 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 Code 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 it 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.


 


(s) It
shall not have any employees.


 


		14.	Events
                                         of Default; Remedies



 


(a) The
following shall constitute an event of default by Seller hereunder (each, an “Event of Default”):


 


(i) failure
of Seller to repurchase one or more Purchased Assets on the applicable Repurchase Date;


 


(ii) failure
of Seller to apply any Income received by Seller in accordance with the provisions hereof;


 






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(iii) (A)
the Transaction Documents shall for any reason not cause, or shall cease to cause, Buyer to be the owner of, or, if recharacterized
as a secured financing, a secured party with respect to, the Repurchase Assets specified in Section 6(a) hereof and the
other collateral specified in Section 6(c) or Section 6(d) hereof free of any adverse claim, liens and other rights
of others (other than as granted herein); (B) if a Transaction is recharacterized as a secured financing, the Transaction Documents
with respect to any Transaction shall for any reason cease to create a valid first priority perfected security interest in favor
of Buyer in the Repurchase Assets specified in Section 6(a) hereof and the other collateral specified in Section 6(c)
or Section 6(d) hereof; or (C) if any of the Transaction Documents shall cease to be in full force and effect or if
the enforceability of any of them is challenged or repudiated by Seller, Guarantor or Servicer or any other Person;


 


(iv) failure
of Seller to make the payments required under (A) Section 4(a) hereof on the date such payment is due, or (B) Section
5(b) hereof within one (1) Business Day of the date such payment is due;


 


(v) failure
of Seller to make any other payment owing to Buyer which has become due, whether by acceleration or otherwise, under the terms
of this Agreement which failure is not remedied within the period specified herein or, if no period is specified for such payments
(but excluding payments with respect to the Extension Fee, Origination Fee or Annual Fee, which are to be paid on the date such
payments are due), five (5) Business Days after notice thereof to Seller from Buyer;


 


(vi) breach
by Seller in the due performance or observance of any term, covenant or agreement contained in Section 11 of this Agreement;


 


(vii) a
Change of Control shall have occurred with respect to Seller or Guarantor;


 


(viii) any
representation made by Seller herein or 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; provided that the representations and warranties made by
Seller in Section 10(vi) or Section 10(viii) (in the case of Section 10(vi), with respect to the affected
or Purchased Assets only) hereof shall not be considered an Event of Default if incorrect or untrue in any material respect (which
determination shall be made with respect to the representations and warranties in Exhibit V without regard to any knowledge
qualifier therein), if Buyer terminates the related Transaction and Seller repurchases the related Purchased Asset(s) on an Early
Repurchase Date no later than five (5) Business Days after receiving written notice of such incorrect or untrue representation;
provided, however, that if Seller shall have made any such representation with knowledge that it was materially
incorrect or untrue at the time made, such misrepresentation shall constitute an Event of Default;


 


(ix) (A)
a final judgment by any competent court in the United States of America for the payment of money in an amount greater than $100,000
shall have been rendered against Seller and remains undischarged or unpaid for a period of thirty (30) days, during which period
execution of such judgment is not effectively stayed or (B) a final judgment by any competent court in the United States of America
for the payment of money in an amount greater than $20,000,000 shall have been rendered against Guarantor and remains undischarged
or unpaid for a period of thirty (30) days, during which period execution of such judgment is not effectively stayed;


 






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(x) (A)
Seller shall have defaulted or failed to perform under any note, indenture, loan agreement, guaranty, swap agreement or any other
contract, agreement or transaction to which it is a party, and which default involves the failure to pay an obligation in excess
of $100,000 or (B) Guarantor shall have defaulted or failed to perform under any note, indenture, loan agreement, guaranty, swap
agreement or any other contract, agreement or transaction to which it is a party, and which default involves the failure to pay
an obligation in excess of $20,000,000; provided, however, that any such default, failure to perform or breach shall
not constitute an Event of Default if Seller or Guarantor, as the case may be, cures such default, failure to perform or breach,
as the case may be, within the grace period, if any, provided under the applicable agreement;


 


(xi) as
of the end of any fiscal quarter, Parent Guarantor’s (A) ratio of Total Indebtedness to Total Assets is greater than 0.80
to 1.0 (adjusted to remove the impact of FAS 140, FAS 166, FAS 167 and FIN 46 and transfers to special purpose entities that are
wholly owned by Parent Guarantor in connection with bona fide securitization transactions); (B) Cash Liquidity is less than the
greater of (x) $15,000,000 and (y) 5% of Parent Guarantor’s recourse Indebtedness; or (C) Tangible Net Worth is less than
the sum of (1) 75% of Net Cash Proceeds received by Parent Guarantor from issuances or sales of its common stock in the IPO and
its concurrent private offerings plus (2) 75% of Net Cash Proceeds received by Parent Guarantor from issuances or sales of its
common stock occurring after the IPO Closing Date;


 


(xii) if
Seller 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 Section 14(a), and such breach or failure to perform
is susceptible of cure and is not remedied within (A) the specified cure period or (B) if no cure period is specified, five
(5) Business Days after notice thereof to Seller by Buyer, or its successors or assigns; provided, however, that
with respect to clause (B) only, if such default is susceptible of cure but cannot reasonably be cured within such five
(5) Business Day period; and provided further that Seller shall have commenced to cure such default within such
five (5) Business Day period and thereafter diligently and expeditiously proceeds to cure the same, such five (5) Business Day
period shall be extended for such time as is reasonably necessary for Seller, in the exercise of due diligence, to cure such default,
and in no event shall such cure period exceed fifteen (15) days from Seller’s receipt of Buyer’s notice of such default;


 


(xiii) an
Act of Insolvency shall have occurred with respect to Seller or Guarantor;


 


(xiv) an
event or circumstance shall have occurred that results in a Material Adverse Effect;


 


(xv) an
“event of default” or “termination event” (as defined in the agreements relating to a facility described below
in clause (A), (B) or (C) of this Section 14(a)(xv)) by Seller, Guarantor or a Subsidiary of Guarantor
beyond any applicable notice and cure period, shall have occurred under (A) any repurchase facility, loan facility or hedging
transaction entered into by Seller, Guarantor or any Subsidiary of Guarantor and Buyer or any Affiliate of Buyer, (B) any repurchase
facility, loan facility or hedging transaction with Buyer or any Affiliate of Buyer in which Seller, Guarantor or any Subsidiary
of Guarantor is a guarantor or (C) any Hedging Transaction entered into by Seller, Guarantor or any Subsidiary of Guarantor or
in which Seller, Guarantor or any Subsidiary of Guarantor is a guarantor; or 


 



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(xvi) (A) any
of the representations and warranties of Guarantor in the Guaranty or of Parent Guarantor in any Financial Covenant Compliance
Certificate shall have been incorrect or untrue in any material respect when made or repeated or deemed to have been made or repeated
or (B) Guarantor shall breach any covenant in the Guaranty, and, if no cure period is specified for the applicable breach, such
breach has not been cured within three (3) Business Days after receipt of notice thereof from Buyer.


 


(b) If
an 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 with respect to Seller), 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”) (and any Transaction
for which the related Purchase Date has not yet occurred shall be canceled).


 


(ii) If
Buyer exercises or is deemed to have exercised the option referred to in Section 14(b)(i) hereof:


 


(A) Seller’s
obligations hereunder to repurchase all Purchased Assets shall become immediately due and payable on and as of the Accelerated
Repurchase Date, and all Income deposited in the Blocked Account shall be retained by Buyer and applied to the Repurchase Obligations;


 


(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 Asset accrued at the Pricing Rate applicable upon an Event of Default
for such Transaction; and


 


(C) Custodian
shall, upon the request of Buyer (with simultaneous copy of such request to Seller), deliver to Buyer all instruments, certificates
and other documents then held by Custodian relating to the Purchased Assets.


 


(iii) Buyer
may, after ten (10) days’ notice to Seller of Buyer’s intent to take such action (provided that no such notice
shall be required in the circumstances set forth in Section 9-611(d) of the UCC), (A) immediately sell, at a public or private
sale in a commercially reasonable manner and at such price or prices as Buyer may reasonably deem to be satisfactory any or all
of the Purchased Assets on a servicing released basis or (B) in its sole discretion elect, in lieu of selling all or a portion
of such Purchased Assets, to give Seller credit for such Purchased Assets in an amount equal to the Market Value of such Purchased
Assets against the aggregate Repurchase Obligations. The proceeds of any disposition of Purchased Assets effected pursuant to
this Section 14(b)(iii) shall be applied first, to the out-of-pocket costs and expenses incurred by Buyer in connection
with Seller’s default, second, to the out-of-pocket costs of covering any Hedging Transactions, if any, third,
to the Repurchase Price, fourth, to all other outstanding Repurchase Obligations, and fifth, the balance, if any,
to Seller. In the event that Buyer shall not have received repayment in full of the Repurchase Obligations following its liquidation
of the Purchased Assets, Buyer may, in its sole discretion, pursue Seller and Guarantor (to the extent provided in the Guaranty)
for all or any part of any deficiency.


 






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(iv) The
parties recognize that it may not be possible to purchase or sell all of the Purchased Assets on a particular Business Day, or
in a transaction with the same purchaser, or in the same manner because the market for such Purchased Assets may not be liquid.
In view of the nature of the Purchased Assets, the parties agree that, to the extent permitted by applicable law, liquidation
of a Transaction or the Purchased Assets shall 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 discretion,
the time and manner of liquidating any Purchased Assets, and nothing contained herein shall (A) obligate Buyer to liquidate any
Purchased Assets on the occurrence and during the continuance of an Event of Default or to liquidate all of the Purchased Assets
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 out-of-pocket expenses, including reasonable legal fees and expenses of counsel,
incurred by Buyer in connection with or as a consequence of an Event of Default, (B) all out-of-pocket costs incurred in connection
with covering Hedging Transactions (including short sales) or entering into replacement transactions, (C) all damages, losses,
judgments, out-of-pocket costs and other out-of-pocket expenses of any kind that may be imposed on, incurred by or asserted against
Buyer relating to or arising out of such hedging transactions or covering transactions, and (D) any other loss, damage, out-of-pocket
cost or expense directly arising or resulting from the occurrence of an Event of Default.


 


(vi) 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. 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 that Buyer may have.


 


(vii) 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 Assets, 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.


 


(viii) Without
limiting any other rights or remedies of Buyer, Buyer shall have the right of setoff set forth in Section 26 hereof.


 


(ix) 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, foreign, and local laws (including, without limitation, if the Transactions are recharacterized 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, exercisable upon ten (10) days notice from Buyer to Seller. Without limiting the generality of the foregoing, Buyer
shall be entitled to set off the proceeds of the liquidation of the Purchased Assets against all of Seller’s obligations
to Buyer or its Affiliates, whether under this Agreement or under any other agreement between Seller and Buyer or between Seller
and any Affiliate of Buyer, or otherwise, whether or not such obligations are then due, without prejudice to Buyer’s right
to recover any deficiency.


 


(x) Buyer
shall at any time have the right, in each case until such time as Buyer determines otherwise, to retain, to suspend payment or
performance of, or to decline to remit, any amount or property that Buyer would otherwise be obligated to pay, remit or deliver
to Seller hereunder if a Default or an Event of Default has occurred.


 






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(xi) For
the avoidance of doubt, Buyer shall have no obligation to review or purchase any Eligible Asset during the continuance of an Event
of Default.


 


		15.	Single
                                         Agreement



 


Buyer
and Seller acknowledge that, and have entered hereinto and will enter into each Transaction hereunder in consideration of, and
in reliance upon, the fact that all Transactions hereunder constitute a single business and contractual relationship and have
been made in consideration of each other. Accordingly, each of Buyer and Seller agrees to perform all of its obligations in respect
of each Transaction hereunder, and that a default in the performance of any such obligations shall constitute a default by it
in respect of all Transactions hereunder.


 


		16.	Notices
                                         and Other Communications



 


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 email (with confirmation of receipt by the receiving party); provided that such email notice
must also be delivered by one of the means set forth in clause (a), clause (b) or clause (c) above, to the
addresses 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: (w) in the case of hand delivery, at the time of delivery; (x) in the case
of registered or certified mail, when delivered or the first attempted delivery on a Business Day; (y) in the case of expedited
prepaid delivery upon the first attempted delivery on a Business Day; or (z) in the case email, upon receipt of confirmation or
receipt; provided that such emailed notice is also delivered as required in this Section 16. A party receiving a
notice that does not comply with the technical requirements for notice under this Section 16 may elect to waive any deficiencies
and treat such notice as having been properly given. Notwithstanding the foregoing, notices pursuant to Section 4 hereof
may be sent by electronic mail to the email addresses set forth on Annex I attached hereto; provided that such notice
delivered by email shall be deemed to be given only upon receipt of confirmation of receipt by the receiving party.


 


		17.	Non-Assignability



 


(a) The
rights and obligations of Seller under the Transaction Documents, the Hedging Transactions and under any Transaction shall not
be assigned by Seller without the prior written consent of Buyer. Any attempt by Seller to assign any of its rights or obligations
under this Agreement without the prior written consent of Buyer shall be null and void, ab initio.


 


(b) Buyer
may at any time, without the consent of Seller or Guarantor, sell participations to any Eligible Assignee in up to one hundred
percent (100%) (in the aggregate, in one or more transactions, including any assignments under Section 17(c)) of Buyer’s
rights and/or obligations under the Transaction Documents; provided that, so long as no Event of Default has occurred and
is continuing, (i) Buyer’s obligations and Seller’s rights and obligations under the Transaction Documents shall remain
unchanged, (ii) Buyer shall remain solely responsible to Seller for the performance of Buyer’s obligations under the Transaction
Documents, (iii) Seller shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations
under the Transaction Documents.


 






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(c) Buyer
may at any time, without the consent of Seller or Guarantor but upon notice to Seller, sell and assign to an Eligible Assignee
up to one hundred percent (100%) (in the aggregate, in one or more transactions, and including any participation under Section
17(b)) of the rights and obligations of Buyer under the Transaction Documents. From and after the effective date of such assignment,
(i) such assignee shall be a party and, to the extent provided in such assignment agreement, have the rights and obligations of
Buyer under the Transaction Documents with respect to the percentage and amount of the Repurchase Price allocated to it; provided
that, so long as no Event of Default has occurred and is continuing, (ii) Buyer shall remain solely responsible to Seller for
the performance of Buyer’s obligations under the Transaction Documents, (iii) Seller shall continue to deal solely and directly
with Buyer in connection with Buyer’s rights and obligations under the Transaction Documents, and (iii) Buyer will give written
notice thereof at least five (5) calendar days prior to the effective date of such assignment to each party (but Buyer shall not
have any liability for any failure to timely provide such notice). Any sale or assignment by Buyer of its rights or obligations
under the Transaction Documents that does not comply with this Section 17(c) shall be treated for purposes of the Transaction
Documents as a sale by Buyer of a participation in such rights and obligations in accordance with Section 17(b).


 


(d) Buyer,
acting solely for this purpose as an agent of Seller, shall maintain a copy of each assignment and a register for the recordation
of the names and addresses of the assignees, and ownership rights in the Transactions, Purchased Assets or other interests under
this Agreement. The entries in such register shall be conclusive absent manifest error, and each of Seller and Buyer and their
respective assignees shall treat each Person whose name is recorded in such register pursuant to the terms hereof as the beneficial
owner of the interests in the Transactions, Purchased Assets or other interests under this Agreement for all purposes. If any
assignee is a non-U.S. Person, such assignee shall timely provide Seller with such forms as may be required to establish the assignee’s
status for U.S. withholding tax purposes.


 


(e) If
Buyer sells a participation, Buyer shall, acting solely for this purpose as an agent of Seller, maintain a register on which it
enters the name and address of each participant and the ownership rights of each participant in the Transactions, Purchased Assets
or other interests under this Agreement. The entries in such register shall be conclusive absent manifest error, and Buyer shall
treat each Person whose name is recorded in such register as the owner of such participation for all purposes of this Agreement
notwithstanding any notice to the contrary. If any participant is a non-U.S. Person, such participant shall timely provide Seller
with such forms as may be required to establish such participant’s status for U.S. withholding tax purposes.


 


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


 


(g) Notwithstanding
anything to the contrary in this Agreement, nothing in this Agreement shall prevent or prohibit Buyer from pledging its interest
in the Purchased Assets hereunder to a Federal Reserve Bank in support of borrowings made by Buyer from such Federal Reserve Bank;
provided, however, that no such pledge shall release Buyer, as the case may be, from any of its obligations hereunder
or substitute any such pledgee for Buyer, as the case may be, as a party hereto.


 


		18.	Governing
                                         Law; Consent to Jurisdiction; Waiver of Jury Trial; Etc.



 


(a) This
Agreement shall be governed by the laws of the State of New York without giving effect to the conflict of law principles thereof,
except for Section 5-1401 of the General Obligations Law of the State of New York.


 






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(b) Each
party irrevocably and unconditionally 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.


 


(c) 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.


 


(d) EACH
PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, THE 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
AND IRREVOCABLY CONSENTS TO THE SERVICE OF ANY SUMMONS AND COMPLAINT AND ANY OTHER PROCESS BY THE MAILING OF COPIES OF SUCH PROCESS
TO IT AT ITS RESPECTIVE ADDRESS SPECIFIED HEREIN. EACH PARTY HEREBY AGREES 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 18 SHALL AFFECT THE RIGHT OF BUYER TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW
OR AFFECT THE RIGHT OF BUYER TO BRING ANY ACTION OR PROCEEDING AGAINST SELLER OR ITS PROPERTY IN THE COURTS OF OTHER JURISDICTIONS.


 


(e) EACH
PARTY 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.


 


		19.	No
                                         Reliance; Disclaimers



 


(a) Each
party hereby acknowledges, represents and warrants to the other that, in connection with the negotiation of, the entering into,
and the performance under, the Transaction Documents and each Transaction 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.


 


(ii) It
has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisors to the extent that
it has deemed to be 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 to be
necessary and not upon any view expressed by the other party.


 






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(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.


 


(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 New Asset or Purchased Asset or the communication to Seller of
any information pertaining to Market Value under this Agreement shall be made in Buyer’s sole good faith discretion, 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
Assets or Purchased Assets 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 does not (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, or (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.


 


(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
other than that such Market Value was determined in Buyer’s sole good faith discretion in accordance with the terms hereof.
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.


 






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(vi) Market
Value determinations and other information provided to Seller in connection with Section 3(b) hereof are only indicative
of the initial Market Value of the New Asset submitted to Buyer for consideration thereunder, and may change without notice to
Seller prior to, or subsequent to, the transfer by Seller of the New Asset pursuant to Section 3(e) hereof. No indication
is provided as to Buyer’s expectation of the future value of such Purchased Asset or the underlying collateral.


 


(vii) Initial
Market Value determinations and other information provided to Seller in connection with Section 3(b) hereof 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.


 


		20.	Indemnity
                                         and Expenses



 


(a) Seller
hereby agrees to hold Buyer and Buyer’s Affiliates and each of their respective officers, directors and employees (the “Indemnified
Parties”) harmless from and indemnify the Indemnified Parties against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, Indemnified Taxes, Taxes imposed with respect to the Purchased Assets (except Taxes imposed
after Buyer completes the in-blank Transfer Documents to become the lender of record), fees, actual costs and expenses incurred
(including reasonable attorneys’ fees and disbursements and any and all actual servicing and enforcement costs incurred with
respect to the Purchased Assets) or disbursements (all of the foregoing, collectively, the “Indemnified Amounts”)
that may at any time (including, without limitation, such time as this Agreement 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 or any Transactions 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 gross negligence or willful misconduct of any Indemnified Party or amounts described in Section 11.02
of the Custodial Agreement incurred or asserted in connection with a Financing Arrangement. Without limiting the generality of
the foregoing, Seller agrees to hold each Indemnified Party harmless from and indemnify each Indemnified Party against all Indemnified
Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental
law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or Real
Estate Settlement Procedures Act, that, in each case, results from anything other than the gross negligence or willful misconduct
of an Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum
owing thereunder, or to enforce any provisions of any Purchased Asset Documents, Seller will save, indemnify and hold Buyer harmless
from and against all actual expense incurred, actual loss or damage suffered by Buyer by reason of any defense, setoff, 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. Seller also agrees to reimburse an Indemnified Party as and when
billed by such Indemnified Party for all such Indemnified Party’s actual costs and expenses incurred in connection with the
enforcement or the preservation of such Indemnified Party’s rights under this Agreement and any other Transaction Document
or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel.
Seller hereby acknowledges that its obligations hereunder are recourse obligations of Seller.


 


(b) Seller
agrees to pay as and when billed by Buyer (i) all Indemnified Amounts provided in Section 20(a), (ii) all of the actual
costs and expenses incurred by Buyer in connection with the development, preparation and execution of, and any amendment, supplement
or modification to this Agreement and the other Transaction Documents or any other documents prepared in connection herewith or
therewith including without limitation all the reasonable fees, disbursements and actual expenses of counsel to Buyer, (iii)
all of the reasonable actual costs and expenses incurred in connection with the consummation and administration of the Transactions
contemplated hereby and thereby, including without limitation all the reasonable fees, disbursements and actual expenses of counsel
to Buyer, (iv) all costs and expenses contemplated by Section 14(b)(v) and (v) all the Diligence Fees (collectively, “Transaction
Costs”).


 






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		21.	Due
                                         Diligence



 


Seller
acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Assets, for purposes
of verifying compliance with the representations, warranties and specifications made hereunder, or determining or re-determining
the Asset Base for purposes of Section 4 of this Agreement, or otherwise, and Seller agrees that Buyer, at its option,
has the right at any time to conduct a partial or complete due diligence review on any or all of the Purchased Assets, including,
without limitation, ordering new credit reports and Appraisals on the applicable collateral and otherwise regenerating the information
used to originate such Purchased Assets. 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 Asset Files, Servicing
Records and any and all documents, records, agreements, instruments or information relating to any Purchased Asset in the possession
or under the control of Seller, any servicer or sub-servicer and/or Custodian. Seller also shall make available to Buyer a knowledgeable
financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files, the Servicing Records
and the Purchased Assets. Seller agrees to cooperate with Buyer and any third party underwriter designated by Buyer 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, agreements, instruments or information relating to such Purchased Assets in the possession, or under the
control, of such Seller. Seller agrees to reimburse Buyer for any and all reasonable attorneys’ fees, out-of-pocket costs
and out-of-pocket expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased Assets,
including, without limitation, Diligence Fees and the cost of annual updated Appraisals on the Mortgaged Properties.


 


		22.	Servicing



 


(a) The
parties hereto agree and acknowledge that the Purchased Assets will be sold by Seller to Buyer on a servicing released basis.
In furtherance of the foregoing, Seller and Buyer hereby agree and confirm that from and after the date hereof, only such Servicing
Agreements that have been approved by Buyer shall govern the servicing of the Purchased Assets and any prior agreement between
Seller and any other Person or otherwise with respect to such servicing is hereby superseded in all respects. Provided
that Buyer shall have received a duly executed Servicer Acknowledgment from Servicer (to the extent required), prior to an Event
of Default, Seller may retain Servicer, on behalf of Buyer, to service the Purchased Assets for the benefit of or on behalf of
Buyer; provided, however, that the obligation of Servicer to service any Purchased Asset for the benefit of or on
behalf of Buyer as aforesaid shall cease upon the repurchase of such Purchased Asset by Seller in accordance with the provisions
of this Agreement or as otherwise provided in the Servicing Agreement or applicable Servicer Acknowledgment.


 


(b) Seller
agrees that, as between Seller and Buyer, 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 Assets (the “Servicing Records”) so long as the Purchased Assets are subject to this
Agreement. Seller covenants to safeguard any such Servicing Records in Seller’s possession and to deliver them promptly to
Buyer or its designee (including Custodian) at Buyer’s request.


 






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(c) Seller
shall not, and shall not provide consent to Servicer to, employ any other sub-servicers to service the Purchased Assets without
the prior written approval of Buyer which approval shall be in Buyer’s sole discretion.


 


(d) To
the extent required by Buyer, Seller shall cause Servicer and any other sub-servicers engaged on behalf of Buyer to execute a
Servicer Acknowledgment acknowledging Buyer’s interest in the Purchased Assets and the Servicing Agreement and agreeing that
Servicer and any sub-servicer (if applicable) shall deposit all Income with respect to the Purchased Assets in the Blocked Account,
all in such manner as shall be reasonably acceptable to Buyer.


 


(e) To
the extent applicable, Seller shall cause Servicer to permit Buyer to inspect Servicer’s servicing facilities for the purpose
of satisfying Buyer that Servicer has the ability to service such Purchased Asset as provided in this Agreement.


 


(f) Buyer
may, in its sole discretion if an Event of Default shall have occurred and be continuing, sell the Purchased Assets on a servicing
released basis without payment of any termination fee or any other amount to Servicer. Upon the occurrence of an Event of Default
hereunder, Buyer shall have the right immediately to terminate Servicer’s right to service the Purchased Assets without payment
of any penalty or termination fee.


 


		23.	Treatment
                                         for Tax Purposes



 


It
is the intention of the parties that, for U.S. federal, state and local income and franchise tax purposes, the Transactions constitute
a financing, and that Seller is, and, so long as no Event of Default shall have occurred and be continuing, will continue to be,
treated as the owner of the Purchased Assets for such purposes. Unless prohibited by applicable law, Seller and Buyer agree to
treat the Transactions as described in the preceding sentence on any and all filings with any U.S. federal, state or local taxing
authority.


 


		24.	Intent



 


(a) The
parties intend and acknowledge that each Transaction is a “securities contract” as that term is defined in Section 741(7)
of the Bankruptcy Code.


 


(b) The
parties intend and acknowledge that the Guaranty is a “securities contract” as that term is defined in Section 741(7)(A)(xi)
of the Bankruptcy Code.


 


(c) The
parties intend and acknowledge that any provisions hereof or in any other document, agreement or instrument that is related in
any way to the servicing of the Purchased Assets shall be deemed “related to” this Agreement within the meaning of Section
741 of the Bankruptcy Code.


 


(d) Each
party hereto agrees that is shall not challenge the characterization of this Agreement as a “securities contract” within
the meaning of the Bankruptcy Code.


 


(e) It
is understood that either party’s right to accelerate or terminate this Agreement or to liquidate Purchased Assets delivered
to it in connection with the Transactions hereunder or to exercise any other remedies pursuant to Section 14 hereof is
a contractual right to accelerate or terminate this Agreement or to liquidate Purchased Assets as described in Sections 555 of
the Bankruptcy Code.


 






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(f) The
parties 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 (the “FDIA”), then each Transaction hereunder is a “qualified
financial contract,” as that term is defined in the 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).


 


(g) 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).


 


		25.	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
(the “SEC”) under Section 15 of the 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;


 


(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; and


 


(d) in
the case of Transactions in which one of the parties is an “insured depository institution”, as that term is defined
in Section 1813(c)(2) of Title 12 of the United States Code, funds held by the financial institution pursuant to a Transaction
are not a deposit and therefore are not insured by the Federal Deposit Insurance Corporation, the Savings Association Insurance
Fund or the Bank Insurance Fund, as applicable.


 


		26.	Setoff
                                         Rights



 


Without
limiting any other rights or remedies of Buyer, Buyer shall have the right, without prior notice to Seller, and any such notice
being expressly waived by Seller to the extent permitted by applicable law, to set off and appropriate and apply any and all deposits
(general or special, time or demand, provisional or final) in any currency, and any other obligation (including to return excess
margin), credits, indebtedness, claims, securities, collateral or other property, in any currency, in each case whether direct
or indirect, absolute or contingent, matured or unmatured, at any time held or owing by or due from Buyer or any Affiliate thereof
to or for the credit of the account of Seller, Guarantor or any Subsidiary of Guarantor to any obligations of Seller hereunder
to Buyer. This Section 26 shall be without prejudice and in addition to any right of setoff, 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).


 






    	63



    	 



    




 


		27.	Miscellaneous



 


(a) The
Transaction Documents and their respective terms, provisions, supplements and amendments, and transactions and notices thereunder,
are proprietary to Buyer and shall be held by Seller in strict confidence and shall not be disclosed to any third party without
the consent of Buyer except for (i) disclosure to Seller’s Affiliates, directors, attorneys, agents or accountants (the
“Representatives”); provided that Seller shall (A) inform each of its Representatives receiving any Transaction
Documents of the confidential nature of the Transaction Documents, (B) direct its Representatives to treat the Transaction Documents
confidentially, and (C) be responsible for any improper use of the Transaction Documents by Seller or its Representatives or (ii)
upon prior written notice to Buyer (if permitted by law), disclosure required by law, rule, regulation or order of a court or
other regulatory body or (iii) upon prior written notice to Buyer (if permitted by law), disclosure to any Approved Hedge Counterparty
to the extent necessary to obtain any Hedging Transaction hereunder or (iv) any disclosures or filing required under SEC or state
securities’ laws; provided that in the case of disclosure by any party pursuant to the foregoing clauses (ii),
(iii) and (iv), Seller shall provide Buyer with prior written notice to permit Buyer to seek a protective order
to take other appropriate action; provided further that in the case of (iv), Seller shall not file any of the Transaction
Documents other than this Agreement with the SEC or state securities office unless Seller shall have provided at least thirty
(30) days (or such lesser time as may be demanded by the SEC or state securities office) prior written notice of such filing to
Buyer. Seller shall cooperate in Buyer’s efforts to obtain a protective order or other reasonable assurance that confidential
treatment will be accorded the Transaction Documents. If, in the absence of a protective order, Seller or any of its Representatives
is compelled as a matter of law to disclose any such information, Seller may disclose to the party compelling disclosure only
the part of the Transaction Documents as is required by law to be disclosed (in which case, prior to such disclosure, Seller shall
advise and consult with Buyer and its counsel as to such disclosure and the nature and wording of such disclosure) and Seller
shall use its commercially reasonable efforts to obtain confidential treatment therefor. Buyer acknowledge that this Agreement
may be filed with the SEC; provided that, Seller shall redact any pricing and other confidential provisions, including,
without limitation, the amount of any fees, Extension Fee, Annual Fee, Applicable Spread and Purchase Percentage from such filed
copy of this Agreement.


 


(b) Seller
shall, with respect to all Purchased Assets, comply in all material respects with the applicable provisions of the Gramm-Leach-Bliley
Act of 1999 (the “GLB”) and any applicable state and local privacy laws pursuant to the GLB for financial institutions
and applicable state and local privacy laws. Seller agrees to hold Buyer and its Affiliates and each of their officers, directors
and employees (each, a “GLB Indemnified Party”) harmless from and indemnify any GLB Indemnified Party against
all liabilities, losses, damages, judgments, out-of-pocket costs and expenses of any kind which may be imposed on, incurred by
or asserted against such GLB Indemnified Party relating to or arising out of Seller’s violation of the GLB or any applicable
state or local privacy laws with respect to the Purchased Assets.


 


(c) No
express or implied waiver of any Event of Default by Buyer shall constitute a waiver of any other Event of Default and no exercise
of any remedy hereunder by Buyer shall constitute a waiver of its right to exercise any other remedy hereunder. No modification
or waiver of any provision of this Agreement and no consent by any party to a departure here from shall be effective unless and
until such shall be in writing and duly executed by both of the parties hereto.


 


(d) Time
is of the essence under the Transaction Documents and all Transactions thereunder, and all references to a time shall mean New
York time in effect on the date of the action unless otherwise expressly stated in the Transaction Documents; provided
that this Section 27(d) shall not override or otherwise shorten any cure or grace period expressly provided in the Transaction
Documents.


 






    	64



    	 



    




 


(e) 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 applicable, Buyer shall have all rights and
remedies of a secured party under the UCC and any other applicable law.


 


(f) The
Transaction Documents 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.


 


(g) The
headings in the Transaction Documents are for convenience of reference only and shall not affect the interpretation or construction
of the Transaction Documents.


 


(h) 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.


 


(i) This
Agreement, the Fee Letter and each Confirmation contains 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.


 


(j) Each
party understands that this Agreement is a legally binding agreement that may affect such party’s rights. Each party represents
to the other that such party 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.


 


(k) 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.


 


(l) Seller
agrees that it shall not assert any claims against Buyer for special, indirect, consequential or punitive damages for the actual
use or purported use of proceeds hereunder.


 


(m) Notwithstanding
any provision contained in this Agreement or any other Transaction Document to the contrary, Buyer shall not be obligated to enter
into any Transaction unless and until Seller has paid the Origination Fee to Buyer and the IPO Closing Date has occurred. Notwithstanding
any provision contained in this Agreement or any other Transaction Document to the contrary, if the IPO Closing Date has not occurred
on or before July 31, 2015, then this Agreement and all other Transaction Documents shall automatically terminate and none of
the parties hereto or thereto shall have any further rights or obligations hereunder or thereunder except for any rights or obligations
that are expressly stated to survive herein or therein.


 


[SIGNATURES
COMMENCE ON THE NEXT PAGE]


 






    	65



    	 



    




 





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


 


	 	BUYER:
	 	 
	 	MORGAN
STANLEY BANK, N.A.,
	 	a national banking association
	 	 
	 	 By:	/s/  Geoffrey Kott
	 	 	Name: Geoffrey Kott
Title:   Authorized Signatory






[SIGNATURES
CONTINUE ON  NEXT PAGE]


 


[MS/LCRT
– Master Repurchase and Securities Contract Agreement]


 









    	 



    	 



    

  





	 	SELLER:
	 	 
	 	LCRT
Warehouse II LLC,
	 	a Delaware limited liability company
	 	 
	 	 By:	/s/  Christopher McCormack
	 	 	Name: Christopher McCormack
Title:   Chief
     Financial Officer and Treasurer



 


[MS/LCRT
– Master Repurchase and Securities Contract Agreement]



 



    	 



    	 



    









 


Schedule 1



Purchase Percentage


 


Purchase Percentage


 


75%


 






    	Schedule 1



    	 



    






 


Schedule 2



Purchased Asset Information


 


		a)	Loan Number/Loan Type



 


		b)	Obligor Name



 


		c)	Property Address



 


		d)	Original Balance



 


		e)	Future Advance Amount, if any



 


		f)	Original Coupon



 


		g)	Outstanding Balance



 


		h)	Maturity Date



 


		i)	Table Funding (Yes/No)



 


		j)	Such information as Buyer and Seller shall agree on a case-by-case basis.



 






    	Schedule 2



    	 



    




 




Exhibit
I


 


Confirmation

Morgan Stanley Bank, N.A.


 


Ladies and Gentlemen:


 


Morgan Stanley Bank, N.A.,
as Buyer (“Buyer”) is pleased to deliver our written CONFIRMATION of our agreement (subject to satisfaction
of the Transaction Conditions Precedent) to enter into the Transaction pursuant to which Buyer shall purchase, from you the Purchased
Asset identified in Schedule 1 attached hereto, pursuant to the Master Repurchase and Securities Contract Agreement among
Buyer and LCRT Warehouse II LLC (“Seller”), dated as of June 15, 2015 (as amended from time to time the “Repurchase
Agreement”; capitalized terms used herein without definition have the meanings given in the Repurchase Agreement), as
follows below and on the attached Schedule 1:


 


	 	Seller:	 	LCRT Warehouse II LLC
	 	 	 	 
	 	Purchase Date:	 	[__________], [______]
	 	 	 	 
	 	Purchased Asset:	 	As identified on attached Schedule 1
	 	 	 	 
	 	Aggregate Principal Amount of Purchased Asset:	 	$[__________]
	 	 	 	 
	 	Remaining Future Advance Amount (if any):	 	$[__________]
	 	 	 	 
	 	Repurchase Date:	 	[__________],[_______]
	 	 	 	 
	 	Initial Purchase Price:	 	$[__________]
	 	 	 	 
	 	Current Purchase Price:	 	$[__________]
	 	 	 	 
	 	Pricing Rate:	 	LIBOR + [__] %
	 	 	 	 
	 	Purchase Percentage:	 	[__]%
	 	 	 	 
	 	Margin Percentage:	 	[__]%
	 	 	 	 
	 	Type of Funding:	 	[Table Funded]/[Non-Table Funded]
	 	 	 	 
	 	Governing Agreement:	 	As identified on attached Schedule 1
	 	 	 	 
	 	Seller’s Wiring Instructions:	 	Bank:  City National Bank – CBS/SF

ABA #:  1220-1606-6

Account #:  432939707

Ref:  LCRT Warehouse II LLC



 






    	Exhibit 1



    	 



    

 


	 	Name and address for communications:	 	Buyer:	Morgan Stanley Bank, N.A.

1585 Broadway, 25th Floor

New York, New York  10036

Attention:  Geoffrey Kott

Telephone:  (212) 761-3140

Fax:  (718) 233-2160

Email:  Geoffrey.Kott@morganstanley.com
	 	 	 	 	 
	 	 	 	with a copy to: 	Morgan Stanley Bank, N.A.

1585 Broadway, 25th Floor

New York, New York  10036

Attention:  Anthony Preisano

Telephone:  (212) 761-5688

Fax:  (718) 233-3307

Email: Anthony.Preisano@morganstanley.com
	 	 	 	 	 
	 	 	 	and to: 	Morgan Stanley Bank, N.A.

1 New York Plaza, 41st Floor

New York, New York  10004

Attention:  Christopher Gregory

Telephone:  (917) 260-5253

Fax:  (917) 720-9636

Email:  wltapes@morganstanley.com
	 	 	 	 	 
	 	 	 	and to: 	Morgan Stanley Bank, N.A.

One Utah Center, 201 South Main Street

Salt Lake City, Utah  84111
	 	 	 	 	 
	 	 	 	and to: 	Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, New York  10006

Attention:  Kimberly Brown Blacklow

Telephone:  (212) 225-2018

Fax:  (212) 225-3999

Email: kblacklow@cgsh.com
	 	 	 	 	 
	 	 	 	Seller: 	LCRT Warehouse II LLC

c/o LoanCore Realty Trust, Inc.

55 Railroad Avenue, Suite 100

Greenwich, Connecticut  06830

Attention:  Chris McCormack

Telephone:  (203) 861-6010

Fax:  (203) 861-6006

Email:  CMcCormack@loancorecapital.com and warehouse@loancorecapital.com
	 	 	 	 	 
	 	 	 	with a copy to: 	LCRT Warehouse II LLC

c/o LoanCore Realty Trust, Inc.

55 Railroad Avenue, Suite 100

Greenwich, Connecticut  06830

Attention: Tyler Shea

Telephone:  (203) 861-6031

Fax:  (203) 861-6006

Email:  TShea@loancorecapital.com and warehouse@loancorecapital.com



 






    	Exhibit I - 2



    	 



    

 


	 	 	 	 	 
	 	 	 	and to: 	Kaye Scholer LLP

250 West 55th Street

New York, New York  10019

Attention:  Jonathan Arkins

Telephone:  (212) 836-7403

Fax:  (212) 836-6328

Email:  Jonathan.Arkins@kayescholer.com


 


[SIGNATURES ON THE NEXT PAGE]




 






    	Exhibit I - 3



    	 



    

 


MORGAN STANLEY BANK, N.A.,

a national banking association, Buyer


  


	 By:		 
	 	Name:
Title: Authorized Signatory	 





 


AGREED AND ACKNOWLEDGED:


 


	 	 	 
	 	LCRT Warehouse II LLC,
 a Delaware limited liability company

                     



	 	 By:	
	 	 	Name:
Title:



 





    	Exhibit I - 4



    	 



    



 




Schedule 1 to
Confirmation Statement


 


	Purchased Asset:	[Asset Type] dated as of [______] in the original principal amount of $[___], made by [____] to [____] under and pursuant to that certain [loan agreement]/[applicable document] (the “Governing Agreement”).
	 	 
	Aggregate Principal Amount:	$[___] [(plus up to $[     ] of future advances under Section [____] of the Governing Agreement)].  Buyer’s obligation to fund any future advances is contingent on (a) Seller’s satisfaction of the conditions captained in Section 3(g) of the Repurchase Agreement and (b) a bringdown by Seller of all representations and warranties made on the date hereof with regard to the Purchased Asset pursuant to Section 10 of the Repurchase Agreement.)]
	 	 
	Representations:	Seller acknowledges and agrees that upon funding by Buyer of the Purchase Price for the Purchased Asset [and in connection with any subsequent funding of the Purchase Percentage of a future advance under the Purchased Asset, (i)] Seller shall be deemed to have confirmed that all of the representations and warranties set forth in Section 10 of the Repurchase Agreement are true and correct in all material respects as of the Purchase Date with respect to all Purchased Assets [or the applicable funding date, as the case may be,], except such representations and warranties which by their terms speak as of a specified date and except as set forth in the attached Exception Report or in the Exception Report delivered with respect to any other Purchased Asset [and (ii) with respect to the funding of a Future Advance Purchase, Seller shall be deemed to have represented and warranted that all of the conditions to funding of such advance set forth in Section [    ] of the Governing Agreement have been satisfied (and no conditions have been waived, except as has been previously disclosed by Seller to Buyer in writing)].
	 	 
	Fixed/Floating:	[Fixed]/[Floating]
	 	 
	Coupon:	[___]%
	 	 
	Term of Loan including Extension Options:	[__________], [____]
	 	 
	Amortization (e.g., IO, full amortization, etc.):	[__]-year amortization[, with [__]-month IO.]




 






    	Exhibit I - 5



    	 



    




 


Exception
Report


 


Representation numbers referred to below relate
to the corresponding Representations and Warranties Regarding the Purchased Assets set forth in Exhibit V to the Repurchase
Agreement.


 






    	Exhibit I - 6



    	 



    


 




Exhibit
II


 


Intentionally
Omitted



 




    	Exhibit II



    	 



    

Exhibit
III


 


Intentionally
Omitted


 






    	Exhibit III



    	 



    








 




Exhibit
IV-1


 


Form of Power
of Attorney to Buyer


 


Know All Men by These Presents,
that LCRT Warehouse II LLC (“Seller”), does hereby appoint MORGAN STANLEY BANK, N.A. (together with its permitted
successors and assigns “Buyer”), in connection with the Repurchase Agreement (defined below) its attorney-in-fact
to act in Seller’s name, place and stead during the continuance of an Event of Default in any way which Seller could do with
respect to (i) the completion of the endorsements of the Mortgage Notes and Participation Certificates (as applicable) and the
Assignments of Mortgages, (ii) the recordation of the Assignments of Mortgages and (iii) the enforcement of Seller’s rights
under the Purchased Assets purchased by Buyer pursuant to the Master Repurchase and Securities Contract Agreement dated as of June
15, 2015, as amended from time to time, between Seller and Buyer (the “Repurchase Agreement”) (including, for
the avoidance of doubt, the enforcement and exercise of Seller’s rights in respect of any interest reserve account or other
deposit account or securities account established by any borrower or any other related obligor in connection with any Purchased
Assets (including the enforcement and exercise of Seller’s rights in respect of all funds or other assets deposited in, or
credited to, such accounts)) and to take such other steps as may be necessary or desirable to enforce Buyer’s rights against
such Purchased Assets, the related Purchased Asset Files, the Servicing Records and the Hedging Transactions to the extent that
Seller is permitted by law to act through an agent. Capitalized terms used herein and not otherwise defined shall have the meanings
given such terms in the Repurchase Agreement.


 


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.


 






    	Exhibit IV-1



    	 



    



 






IN
WITNESS WHEREOF Seller has caused this Power of Attorney to be executed this ____ day of __________, 20__.


 





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

	 	 	Title:



 


	STATE OF	)
	 	)
	COUNTY OF	)



 


On
this _____ of ____________, before me, the undersigned, a Notary Public in and for said state, personally appeared _______________________________,
personally known to me or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the
within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the
instrument, the person, or the entity upon behalf of which the person acted, executed the instrument.


 





	 	 	 
	 	Notary Public	 






 


(Seal)


 




    	Exhibit IV-1 - 2



    	 



    

 


Exhibit
IV-2


 


Form
of POwer of Attorney to Seller


 


Know
All Men by These Presents, that Morgan Stanley Bank, N.A., as Buyer (together with its permitted successors and assigns, “Buyer”)
does hereby appoint LCRT Warehouse II LLC (“Seller”), its attorney-in-fact to act in Buyer’s name, place
and stead in any way which Buyer could with respect to modifications described below, to mortgage loan documents with respect
to Purchased Assets sold by Seller to Buyer under that certain Master Repurchase and Securities Contract Agreement dated as of
June 15, 2015, as amended from time to time, between Seller and Buyer (the “Repurchase Agreement”). Capitalized
terms used herein and not otherwise defined shall have the meanings given such terms in the Repurchase Agreement.


 


Seller
is permitted to administer and service the Purchased Assets without the consent of Buyer, any assignee or any other Person, pursuant
to this power of attorney delivered by Buyer, which power of attorney shall not be revoked by Buyer unless an Event of Default
under the Repurchase Agreement has occurred and is then continuing. Notwithstanding the foregoing, Seller shall not consent or
assent to a Significant Modification without the prior written consent of Buyer. All waivers or material actions entered into
or taken in respect of the Purchased Assets pursuant to this power of attorney shall be in writing. Seller shall notify Buyer
and Custodian, in writing, of any waiver or other action entered into or taken thereby in respect of any such Purchased Asset
pursuant to this power of attorney, and shall deliver to Custodian (with a copy to Buyer) for deposit in the related Purchased
Asset File, an original counterpart of the agreement, if any, relating to such waiver or other action, within three (3) Business
Days following the execution thereof. Actions taken under the foregoing power of attorney shall be binding upon each holder of
the Purchased Assets.


 




    	Exhibit IV-2



    	 



    

 


THIS
POWER OF ATTORNEY MAY BE REVOKED BY BUYER BY DELIVERY OF WRITTEN NOTICE TO SELLER DURING THE CONTINUANCE OF ANY EVENT OF DEFAULT
UNDER THE REPURCHASE AGREEMENT. IF THIS POWER OF ATTORNEY HAS NOT BEEN REVOKED AND IF REQUESTED BY Seller,
BUYER will promptly confirm in writing to Seller, and any other Person or entity reasonably designated by Seller, that this Power
of Attorney has not been revoked and is in full force and effect.


 


IN
WITNESS WHEREOF Buyer has caused this Power of Attorney to be executed this ____ day of ________, 20__.


 


	 	MORGAN STANLEY BANK, N.A.,
	 	a national banking association
	 	 
	 	By:	 
	 	 	Name:

	 	 	Title:



 


	STATE OF NEW YORK	)
	 	)
	COUNTY OF NEW YORK	)




 


On
this _____ of ____________, before me, the undersigned, a Notary Public in and for said state, personally appeared _______________________________,
personally known to me or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the
within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the
instrument, the person, or the entity upon behalf of which the person acted, executed the instrument.


 



	 	 	 
	 	Notary Public	 



 


(Seal)


 




    	Exhibit IV-2 - 2



    	 



    

 


Exhibit
V


 


Representations
and Warranties

Regarding the Purchased Assets


 


With
respect to each Purchased Asset, and with respect to the related Mortgaged Property or Mortgaged Properties on the related Purchase
Date and at all times while this Agreement and any Transaction contemplated hereunder is in effect, Seller shall be deemed to
make the following representations and warranties to Buyer as of such date; provided, however, that, with respect
to any Purchased Asset, such representations and warranties shall be deemed to be modified by any Exception Report delivered by
Seller to Buyer prior to the issuance of a Confirmation with respect thereto.


 


		(1)	Whole
                                         Loan; Ownership of Purchased Assets. Each Purchased Asset is an Eligible Asset. At
                                         the time of the sale, transfer and assignment to Buyer, no Mortgage Note, Mortgage or
                                         Participation Certificate was subject to any assignment (other than assignments to Seller),
                                         participation (other than with respect to the Participation Interests) or pledge, and
                                         Seller had good title to, and was the sole owner of, each Purchased Asset free and clear
                                         of any and all liens, charges, pledges, encumbrances, participations (other than with
                                         respect to the Participation Interests), any other ownership interests on, in or to such
                                         Purchased Asset. Seller has full right and authority to sell, assign and transfer each
                                         Purchased Asset, and the assignment to Buyer constitutes a legal, valid and binding assignment
                                         of such Purchased Asset free and clear of any and all liens, pledges, charges or security
                                         interests of any nature encumbering such Purchased Asset.



 


		(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 Asset 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, one-action or market value limit deficiency
                                         legislation), as applicable, and is enforceable in accordance with its terms, except
                                         (a) as such enforcement may be limited by (i) bankruptcy, insolvency, fraudulent transfer,
                                         reorganization, moratorium or other similar laws affecting the enforcement of creditors’
                                         rights generally and (ii) general principles of equity (regardless of whether such enforcement
                                         is considered in a proceeding in equity or at law) and (b) that certain provisions in
                                         such Purchased Asset Documents (including, without limitation, provisions requiring the
                                         payment of default interest, late fees or prepayment/yield maintenance or prepayment
                                         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 ‎(a)
                                         above) such limitations or unenforceability will not render such Purchased Asset
                                         Documents invalid as a whole or materially interfere with the mortgagee’s realization
                                         of the principal benefits and/or security provided thereby (clauses ‎(a) and
                                         ‎(b) 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 borrower with respect to any of the related Mortgage Notes, Mortgages or other Purchased Asset 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 Asset, that would deny the mortgagee the principal benefits intended to be provided by the Mortgage
Note, Mortgage or other Purchased Asset Documents.


 






    	Exhibit V 



    	 



    

 


 


		(3)	Mortgage
                                         Provisions. The Purchased Asset Documents for each Purchased Asset 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)	Hospitality
                                         Provisions. The Purchased Asset Documents for each Purchased Asset that is secured
                                         by a hospitality property operated pursuant to a franchise agreement includes an executed
                                         comfort letter or similar agreement signed by the Mortgagor and franchisor of such property
                                         enforceable against such franchisor, either directly or as an assignee of the originator.
                                         The Mortgage or related security agreement for each Purchased Asset secured by a hospitality
                                         property creates a security interest in the revenues of such property for which a UCC
                                         financing statement has been filed in the appropriate filing office.



 


		(5)	Mortgage
                                         Status; Waivers and Modifications. Since origination and except by written instruments
                                         set forth in the related Purchased Asset File or as otherwise provided in the related
                                         Purchased Asset Documents (a) the material terms of such Mortgage, Mortgage Note, guaranty,
                                         participation agreement, if applicable, and related Purchased Asset Documents have not
                                         been waived, impaired, modified, altered, satisfied, canceled, subordinated or rescinded
                                         in any respect that could have a material adverse effect on Purchased Asset; (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 borrower nor the related guarantor nor the related participating
                                         Person has been released from its material obligations under the Purchased Asset Documents.
                                         With respect to each Purchased Asset, except as contained in a written document included
                                         in the Purchased Asset File, there have been no modifications, amendments or waivers,
                                         that could be reasonably expected to have a material adverse effect on such Purchased
                                         Asset consented to by Seller.



 


		(6)	Lien;
                                         Valid Assignment. Subject to the Standard Qualifications, each assignment of Mortgage
                                         and assignment of Assignment of Leases to Buyer constitutes a legal, valid and binding
                                         assignment to 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 leasehold interest
                                         in the Mortgaged Property in the principal amount of such Purchased Asset or allocated
                                         loan amount (subject only to Permitted Encumbrances, except as the enforcement thereof
                                         may be limited by the Standard Qualifications. Such Mortgaged Property (subject to and
                                         excepting Permitted Encumbrances) is free and clear of any recorded mechanics’
                                         liens, recorded materialmen’s liens and other recorded encumbrances, and 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). Any security agreement, chattel mortgage or equivalent document related to and
                                         delivered in connection with the Purchased Asset establishes and creates a valid and
                                         enforceable lien on property described therein, except as such enforcement may be limited
                                         by Standard Qualifications subject to the limitations described in Paragraph ‎(9)
                                         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 UCC financing statements is required in order to effect such perfection.



 






    	Exhibit V - 2



    	 



    




 


		(7)	Permitted
                                         Liens; Title Insurance. Each Mortgaged Property securing a Purchased Asset 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 Asset (or with respect to a Purchased Asset 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 Permitted Encumbrances. 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 Seller thereunder and no claims have been paid thereunder. Neither Seller, nor
                                         to Seller’s knowledge, any other holder of the Purchased Asset, has done, by act
                                         or omission, anything that would materially impair the coverage under such Title Policy.
                                         Each Title Policy contains no exclusion for, or affirmatively insures (except for any
                                         Mortgaged Property located in a jurisdiction where such affirmative insurance is not
                                         available in which case such exclusion may exist), (a) that the area shown on the survey
                                         is the same as the property legally described in the Mortgage and (b) to the extent that
                                         the Mortgaged Property consists of two or more adjoining parcels, such parcels are contiguous.



 


		(8)	Junior
                                         Liens. There are no subordinate mortgages or junior liens securing the payment of
                                         money encumbering the related Mortgaged Property (other than Permitted Encumbrances).
                                         Seller has no knowledge of any mezzanine debt secured directly by interests in the related
                                         Mortgagor.



 


		(9)	Assignment
                                         of Leases. There exists as part of the related Purchased Asset 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.
                                         No Person other than the related Mortgagor owns any interest in any payments due under
                                         such lease or leases that is superior to or of equal priority with the lender’s
                                         interest therein. The related Mortgage or related Assignment of Leases, subject to applicable
                                         law, provides that, upon an event of default under the Purchased Asset, 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.



 


		(10)	UCC
                                         Filings. 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-1 financing statements in the appropriate public filing and/or recording offices
                                         necessary at the time of the origination of the Purchased Asset 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 Asset 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-1 financing statements are required in order to effect such perfection. Each UCC-1
                                         financing statement, if any, filed with respect to personal property constituting a part
                                         of the related Mortgaged Property and each UCC-2 or UCC-3 assignment, if any, of such
                                         financing statement to Seller was in suitable form for filing in the filing office in
                                         which such financing statement was filed.



 






    	Exhibit V - 3



    	 



    




 


		(11)	Condition
                                         of Property. Seller or the originator of the Purchased Asset inspected or caused
                                         to be inspected each related Mortgaged Property within six months of origination of the
                                         Purchased Asset and within twelve months of the Purchased Date. An engineering report
                                         or property condition assessment was prepared in connection with the origination of each
                                         Purchased Asset no more than twelve months prior to the Purchase Date. To Seller’s
                                         knowledge, based solely upon due diligence customarily performed in connection with the
                                         origination of comparable mortgage loans, each related Mortgaged Property was (a) free
                                         and clear of any material damage, (b) in good repair and condition and (c) is free of
                                         structural defects, except in each case (i) for any damage or deficiencies that would
                                         not materially and adversely affect the use, operation or value of such Mortgaged Property
                                         as security for the Purchased Asset, (ii) if such repairs have been completed or (iii)
                                         if escrows in an aggregate amount consistent with the standards utilized by Seller with
                                         respect to similar loans its holds for its own account have been established, which escrows
                                         will in all events be in an aggregate amount not less than the estimated cost of such
                                         repairs. Seller has no knowledge of any material issues with the physical condition of
                                         the Mortgaged Property that Seller believes would have a material adverse effect on the
                                         use, operation or value of the Mortgaged Property other than those disclosed in the engineering
                                         report and those addressed in clauses ‎(i), ‎(ii) and ‎(iii)
                                         above.



 


		(12)	Taxes
                                         and Assessments. All real estate taxes, governmental assessments and other similar
                                         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, if the appropriate amount of such taxes or charges is being appealed
                                         or is otherwise in dispute, 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 Paragraph ‎(12), 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.



 


		(13)	Condemnation.
                                         As of the date of origination and to Seller’s knowledge as of the Purchase Date,
                                         there is no proceeding pending, and, to Seller’s knowledge as of the date of origination
                                         and as of the Purchased 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.



 






    	Exhibit V - 4



    	 



    




 


		(14)	Actions
                                         Concerning Purchased Asset. As of the date of origination and to Seller’s knowledge
                                         as of the Purchase Date, there was no pending, filed or threatened action, suit or proceeding,
                                         arbitration or governmental investigation involving any Mortgagor, guarantor, or 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 Asset Documents, (d) such guarantor’s ability
                                         to perform under the related guaranty, (e) the use, operation or value of the Mortgaged
                                         Property, (f) the principal benefit of the security intended to be provided by the Purchased
                                         Asset Documents, (g) the current ability of the Mortgaged Property to generate net cash
                                         flow sufficient to service such Purchased Asset or (h) the current principal use of the
                                         Mortgaged Property.



 


		(15)	Escrow
                                         Deposits. All escrow deposits and payments required to be escrowed with lender pursuant
                                         to the Purchased Asset Documents are in the possession, or under the control, of 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 Asset Documents
                                         are being conveyed by Seller to Buyer or its servicer. Any and all requirements under
                                         the Purchased Asset Documents as to completion of any material improvements and as to
                                         disbursements of any funds escrowed for such purpose, which requirements were to have
                                         been complied with on or before the Purchase Date, have been complied with in all material
                                         respects or the funds so escrowed have not been released. No other escrow amounts have
                                         been released except in accordance with the terms and conditions of the Purchased Asset
                                         Documents.



 


		(16)	No
                                         Holdbacks. The principal balance of the Purchased Asset set forth on the Purchased
                                         Asset 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
                                         Asset 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), and any requirements or conditions to disbursements
                                         of any loan proceeds held in escrow have been satisfied with respect to any disbursements
                                         of any such escrow fund made on or prior to the date hereof.



 


		(17)	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 Asset Documents and having a claims-paying or financial
                                         strength rating of any one of the following: (i) at least “A-:VII” from A.M.
                                         Best Company, Inc., (ii) at least “A3” (or the equivalent) from Moody’s
                                         or (iii) at least “A-” from Standard & Poor’s (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
                                         Asset 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.



 


Each
related Mortgaged Property is also covered, and required to be covered pursuant to the related Loan Documents, by business interruption
or rental loss insurance which (subject to a customary deductible) (i) covers a period of not less than 12 months (or with respect
to each Purchased Asset on a single asset with a principal balance of $50 million or more, 18 months); (ii) for a Purchased Asset
with a principal balance of $50 million or more, contains a 180 day “extended period of indemnity”; and (iii) covers
the actual loss sustained during restoration.


 






    	Exhibit V - 5



    	 



    




 


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, plus such additional excess
flood coverage in an amount as is generally required by prudent institutional commercial mortgage lenders originating mortgage
loans for securitization.


 


If
windstorm and/or windstorm related perils and/or “named storms” are excluded from the primary property damage insurance
policy, the Mortgaged Property is insured by a separate windstorm insurance policy issued by an insurer meeting the Insurance
Rating Requirements or endorsement covering damage from windstorm and/or windstorm related perils and/or named storms in an amount
at least equal to 100% of the full insurable value on a replacement cost basis of the improvements and personalty and fixtures
included in the related Mortgaged Property by an insurer meeting the Insurance Rating Requirement.


 


The
Mortgaged Property is covered, and required to be covered pursuant to the related Purchased Asset 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 a prudent institutional
commercial mortgage lender 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 (the “SEL”) or the probable maximum loss (the “PML”) for the Mortgaged
Property in the event of an earthquake. In such instance, the SEL or the 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 the 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:VII” by A.M. Best Company, Inc. or “A3” (or the
equivalent) from Moody’s or “A-” by Standard & Poor’s in an amount not less than 150% of the SEL or
the PML, as applicable.


 


The
Purchased Asset 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 Asset, 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 reduction of the outstanding principal balance of such Purchased
Asset together with any accrued interest thereon.


 


All
premiums on all insurance policies referred to in this Paragraph ‎(17) required to be paid as of the Purchase Date
have been paid, and such insurance policies name the lender under the Purchased Asset 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 Asset 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 and other related expenses, including reasonable attorneys’
fees. 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.


 






    	Exhibit V - 6



    	 



    

 


		(18)	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 Asset Documents
                                         require 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
                                         or the non-recourse carveout guarantor under the Purchased Asset Documents has indemnified
                                         the mortgagee for any loss suffered in connection therewith.



 


		(19)	No
                                         Encroachments. To Seller’s knowledge based solely on surveys obtained in connection
                                         with origination (which may have been a previously existing “as built” survey)
                                         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 Asset,
                                         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
                                         Asset 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 material 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 have been obtained
                                         under the Title Policy.



 


		(20)	No
                                         Contingent Interest or Equity Participation. No Purchased Asset has a shared appreciation
                                         feature, any other contingent interest feature or a negative amortization feature (except
                                         that an anticipated repayment date loan may provide for the accrual of the portion of
                                         interest in excess of the rate in effect prior to the anticipated Repayment Date) or
                                         an equity participation by Seller.



 






    	Exhibit V - 7



    	 



    




 


		(21)	REMIC.
                                         The Purchased Asset 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 Asset to the related Mortgagor
                                         at origination did not exceed the non-contingent principal amount of the Purchased Asset
                                         and (b) either: (i) such Purchased Asset is secured by an interest in real property (including
                                         buildings and structural components thereof, but excluding personal property) having
                                         a fair market value (A) at the date the Purchased Asset was originated at least equal
                                         to 80% of the adjusted issue price of the Purchased Asset on such date or (B) at the
                                         Purchase Date at least equal to 80% of the adjusted issue price of the Purchased Asset
                                         on such date; provided that, for purposes hereof, the fair market value of the
                                         real property interest must first be reduced by (1) the amount of any lien on the real
                                         property interest that is senior to the Purchased Asset and (2) a proportionate amount
                                         of any lien that is in parity with the Purchased Asset; or (ii) substantially all of
                                         the proceeds of such Purchased Asset were used to acquire, improve or protect the real
                                         property which served as the only security for such Purchased Asset (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 Asset 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 Asset or (y) satisfies the provisions of either clause ‎(b)‎(i)‎(A)
                                         above (substituting the date of the last such modification for the date the Purchased
                                         Asset was originated) or clause ‎(b)‎(i)‎(B), including the proviso
                                         thereto. Any prepayment premium and yield maintenance charges applicable to the Purchased
                                         Asset constitute “customary prepayment penalties” within the meaning of Treasury
                                         Regulations Section 1.860G-(b)(2). All terms used in this Paragraph ‎(21)
                                         shall have the same meanings as set forth in the related Treasury Regulations.



 


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



 


		(23)	Authorized
                                         to do Business. To the extent required under applicable law, as of the Purchase Date
                                         and as of each date that such entity held the Mortgage Note, each holder of the Mortgage
                                         Note was authorized to transact and do business 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 Asset by Buyer.



 


		(24)	Trustee
                                         under Deed of Trust. With respect to each Mortgage which is a deed of trust, 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, and except in connection with a trustee’s sale after a default by the
                                         related Mortgagor or in connection with any full or partial release of the related Mortgaged
                                         Property or related security for such Purchased Asset, and except in connection with
                                         a trustee’s sale after a default by the related Mortgagor, no fees are payable
                                         to such trustee except for de minimis fees paid.



 


		(25)	Local
                                         Law Compliance. To Seller’s knowledge, 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 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 Asset, there are no material violations of applicable laws,
                                         zoning ordinances, rules, covenants, building codes, restrictions and land laws (collectively,
                                         “Zoning Regulations”) other than those which (i) constitute a legal
                                         non-conforming use or structure, as to which 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 prudent commercial mortgage lenders
                                         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 Purchased Asset. The terms of the Purchased Asset Documents
                                         require the Mortgagor to comply in all material respects with all applicable governmental
                                         regulations, zoning and building laws.



 






    	Exhibit V - 8



    	 



    

 


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



 


		(27)	Recourse
                                         Obligations. The Purchased Asset Documents for each Purchased Asset provide that
                                         such Purchased Asset is non-recourse to the related parties thereto except that: (a)
                                         the related Mortgagor and a guarantor (which is a natural person or persons, or an entity
                                         distinct from the Mortgagor (but may be affiliated with Mortgagor) that has assets other
                                         than equity in the related Mortgaged property that are not de minimis) shall be
                                         fully liable for losses, liabilities, costs and damages arising from certain acts of
                                         the related Mortgagor and/or its principals specified in the related Purchased Asset
                                         Documents, which acts generally include the following: (i) acts of fraud or intentional
                                         material misrepresentation, (ii) misappropriation of rents (following an event of default),
                                         insurance proceeds or condemnation awards, (iii) intentional material physical waste
                                         of the Mortgaged Property, (iv) intentional misconduct and (v) any breach of the environmental
                                         covenants contained in the related Loan Documents, and (b) the Purchased Asset shall
                                         become full recourse to the related Mortgagor and a guarantor (which is a natural person
                                         or persons, or an entity distinct from the Mortgagor (but may be affiliated with Mortgagor)
                                         that has assets other than equity in the related Mortgaged property that are not de
                                         minimis), upon any of the following events: (i) if any petition for bankruptcy, insolvency,
                                         dissolution or liquidation pursuant to federal bankruptcy law, or nay similar federal
                                         or state law, shall be filed, consented to, or acquiesced in by the Mortgagor, (ii) Mortgagor
                                         and/or its principals shall have colluded with other creditors to cause an involuntary
                                         bankruptcy filing with respect to the Mortgagor or (iii) upon the transfer of either
                                         the Mortgaged Property or equity interests in Mortgagor made in violation of the Purchased
                                         Asset Documents.



 


		(28)	Mortgage
                                         Releases. The terms of the related Mortgage or related Purchased Asset 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
                                         of not less than a specified percentage at least equal to the lesser of (i) 115% of the
                                         related allocated loan amount of such portion of the Mortgaged Property and (ii) the
                                         outstanding principal balance of the Purchased Asset, (b) upon payment in full of such
                                         Purchased Asset, (c) 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 material value in the
                                         appraisal obtained at the origination of the Purchased Asset and are not necessary for
                                         physical access to the Mortgaged Property or compliance with zoning requirements, or
                                         (d) as required pursuant to an order of condemnation. With respect to any partial release
                                         under the preceding clause ‎(a) or ‎(d), either: (A) such release
                                         of collateral (1) would not constitute a “significant modification” of the
                                         subject Purchased Asset within the meaning of Treasury Regulations Section 1.860G-2(b)(2)
                                         and (2) would not cause the subject Purchased Asset to fail to be a “qualified
                                         mortgage” within the meaning of Section 860G(a)(3)(A) of the Code; or (B) the mortgagee
                                         or servicer can, in accordance with the related Purchased Asset 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 ‎(A).
                                         For purposes of the preceding clause ‎(A), 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 Asset 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 provisions governing a “real estate mortgage investment
                                         conduit” as defined in Section 860D of the Code (the “REMIC Provisions”).



 






    	Exhibit V - 9



    	 



    




 


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 Asset in
an amount not less than the amount required by the REMIC Provisions and, to such extent, awards are not required to be applied
to the restoration of the Mortgaged Property or to be 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 Asset.


 


No
such Purchased Asset that is secured by more than one Mortgaged Property or that is cross-collateralized with another Purchased
Asset permits the release of cross-collateralization of the related Mortgaged Properties, other than in compliance with the REMIC
Provisions.


 


		(29)	Financial
                                         Reporting and Rent Rolls. The Purchased Asset Documents for each Purchased Asset
                                         require 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 Asset 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.



 


		(30)	Acts
                                         of Terrorism Exclusion. With respect to each Purchased Asset 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, the
                                         “TRIA”), from coverage, or if such coverage is excluded, it is covered
                                         by a separate terrorism insurance policy. With respect to each other Purchased Asset,
                                         the related special-form all-risk insurance policy and business interruption policy (issued
                                         by an insurer meeting the Insurance Rating Requirements) does not specifically exclude
                                         Acts of Terrorism, as defined in the TRIA, from coverage, or if such coverage is excluded,
                                         it is covered by a separate terrorism insurance policy. With respect to each Purchased
                                         Asset, the related Purchased Asset Documents do not expressly waive or prohibit the mortgagee
                                         from requiring coverage for Acts of Terrorism, as defined in the 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 the TRIA or a similar or subsequent statute is not in effect, then, provided
                                         that terrorism insurance is commercially available, the Mortgagor under each Purchased
                                         Asset 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 Asset 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 Asset, and if the cost
                                         of terrorism insurance exceeds such amount, the borrower is required to purchase the
                                         maximum amount of terrorism insurance available with funds equal to such amount.



 






    	Exhibit V - 10



    	 



    




 


		(31)	Due
                                         on Sale or Encumbrance. Subject to specific exceptions set forth below, each Purchased
                                         Asset contains a “due on sale” or other such provision for the acceleration
                                         of the payment of the unpaid principal balance of such Purchased Asset 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 Asset Documents
                                         (which provide for transfers without the consent of the lender which are customarily
                                         acceptable to prudent commercial and multifamily mortgage lending institutions 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 Asset 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 Asset Documents, (iii) transfers that
                                         do not result in a change of Control of the related Mortgagor or transfers of passive
                                         interests so long as the guarantor retains Control, (iv) transfers to another holder
                                         of direct or indirect equity in the Mortgagor, a specific Person designated in the related
                                         Purchased Asset Documents or a Person satisfying specific criteria identified in the
                                         related Purchased Asset Documents, such as a qualified equityholder, (v) transfers of
                                         stock or similar equity units in publicly traded companies or (vi) a substitution or
                                         release of collateral within the parameters of Paragraph ‎(28) above, or (vii)
                                         to the extent set forth in any Exception Report, by reason of any mezzanine debt that
                                         existed at the origination of the related Purchased Asset, or future permitted mezzanine
                                         debt in each case as set forth in any Exception Report or (b) the related Mortgaged Property
                                         is encumbered with a subordinate lien or security interest against the related Mortgaged
                                         Property, other than any Permitted Encumbrances. The Mortgage or other Purchased Asset
                                         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. For purposes of the foregoing representation,
                                         “Control” means the power to direct the management and policies of an entity,
                                         directly or indirectly, whether through the ownership of voting securities or other beneficial
                                         interests, by contract or otherwise.



 


		(32)	Single-Purpose
                                         Entity. Each Purchased Asset requires the borrower to be a Single-Purpose Entity
                                         for at least as long as the Purchased Asset is outstanding. Both the Purchased Asset
                                         Documents and the organizational documents of the Mortgagor with respect to each Purchased
                                         Asset with a principal amount on the Purchase Date of $5 million or more provide that
                                         the borrower is a Single-Purpose Entity, and each Purchased Asset with a principal amount
                                         on the Purchase Date of $20 million or more has a counsel’s opinion regarding non-consolidation
                                         of the Mortgagor. For purposes of this Paragraph ‎(32), a “Single-Purpose
                                         Entity” shall mean an entity, other than an individual, whose organizational
                                         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 Assets 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 Asset 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 Asset Documents,
                                         that it has its own books and records and accounts separate and apart from those of any
                                         other person, and that it holds itself out as a legal entity, separate and apart from
                                         any other person or entity.



 






    	Exhibit V - 11



    	 



    




 


		(33)	Defeasance.
                                         With respect to any fixed rate Purchased Asset that, pursuant to the Purchased Asset
                                         Documents, can be defeased: (i) the Purchased Asset Documents provide for defeasance
                                         as a unilateral right of the Mortgagor, subject to satisfaction of conditions specified
                                         in the Purchased Asset Documents; (ii) the Purchased Asset cannot be defeased within
                                         two years after the closing date of a securitization of such Purchased Asset; (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 be sufficient to make all scheduled payments under the Purchased Asset 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) and if the Purchased Asset 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 115% of the allocated loan amount for
                                         the real property to be released; (iv) the defeasance collateral is not permitted to
                                         be subject to prepayment, call, or early redemption; (v) 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; (vi) if the Mortgagor would continue to own assets in
                                         addition to the defeasance collateral, the portion of the Purchased Asset secured by
                                         defeasance collateral is required to be assumed by a Single-Purpose Entity; (vii) 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 (viii)
                                         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.



 


		(34)	Ground
                                         Leases. For purposes of this Exhibit V, 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 Asset where the Purchased Asset 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)	(i)
                                         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; (ii) 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 and (iii) no material change in the terms of the Ground Lease had
                                         occurred since its recordation, except by any written instrument which are included in
                                         the related Purchased Asset File;



 






    	Exhibit V - 12



    	 



    




 


		(b)	the
                                         lessor under such Ground Lease has agreed in a writing included in the related Purchased
                                         Asset File (or in such Ground Lease) that the Ground Lease may not be amended or modified,
                                         or canceled or terminated, without the prior written consent of the lender (except termination
                                         or cancellation if (i) notice of a default under the Ground Lease is provided to lender
                                         and (ii) such default is curable by lender as provided in the Ground Lease but remains
                                         uncured beyond the applicable cure period), and no such consent has been granted by Seller
                                         since the origination of the Purchased Asset except as reflected in any written instruments
                                         which are included in the related Purchased Asset 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 Mortgagor or the mortgagee) that extends not less than 20 years beyond the stated
                                         maturity of the related Purchased Asset, or 10 years past the stated maturity if such
                                         Purchased Asset fully amortizes by the stated maturity (or with respect to a Purchased
                                         Asset 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 Asset
                                         and its successors and assigns without the consent of the lessor thereunder, and in the
                                         event it is so assigned, it is further assignable by the holder of the Purchased Asset
                                         and its successors and assigns without the consent of the lessor;



 


		(f)	Seller
                                         has not received any written notice of material default under or notice of termination
                                         of such Ground Lease and, to Seller’s knowledge, 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 Seller’s
                                         knowledge, such Ground Lease is in full force and effect;



 


		(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;



 






    	Exhibit V - 13



    	 



    




 


		(i)	the
                                         Ground Lease does not impose any restrictions on subletting that would be viewed as commercially
                                         unreasonable by a prudent commercial mortgage lender;



 


		(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 Paragraph ‎(34)(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 Asset 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 Asset, 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 Asset, 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 the 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 Seller with respect to the Purchased Asset
                                         have been, in all material respects, legal and have met customary industry standards
                                         for servicing of similar commercial loans.



 


		(36)	Origination
                                         and Underwriting. The origination practices of Seller (or the related originator
                                         if Seller was not the originator) with respect to each Purchased Asset have been, in
                                         all material respects, legal and as of the date of its origination, such Purchased Asset
                                         and the origination thereof complied in all material respects with, or was exempt from,
                                         all requirements of federal, state or local laws and regulations relating to the origination
                                         of such Purchased Asset. At the time of origination of such Purchased Asset, the origination,
                                         due diligence and underwriting performed by or on behalf of Seller in connection with
                                         each Purchased Asset complied in all material respects with the terms, conditions and
                                         requirements of Seller’s origination, due diligence, underwriting procedures, guidelines
                                         and standards for similar commercial and multifamily loans.



 


		(37)	Rent
                                         Rolls; Operating Histories. Seller has obtained a rent roll (other than with respect
                                         to hospitality properties) certified by the related Mortgagor or the related guarantor(s)
                                         as accurate and complete in all material respects as of a date within 180 days of the
                                         date of origination of the related Purchased Asset. Seller has obtained operating histories
                                         (the “Certified Operating Histories”) with respect to each Mortgaged
                                         Property certified by the related Mortgagor or the related guarantor(s) as accurate and
                                         complete in all material respects as of a date within 180 days of the date of origination
                                         of the related Purchased Asset. The Certified Operating Histories collectively report
                                         on operations for a period equal to (a) at least a continuous three-year period or (b)
                                         in the event the Mortgaged Property was owned, operated or constructed by the Mortgagor
                                         or an affiliate for less than three years then for such shorter period of time.



 






    	Exhibit V - 14



    	 



    




 


		(38)	No
                                         Material Default; Payment Record. No Purchased Asset has been more than 30 days delinquent,
                                         without giving effect to any grace or cure period, in making required payments since
                                         origination, and as of the Purchased Date, no Purchased Asset is delinquent (beyond any
                                         applicable grace or cure period) in making required payments. To Seller’s knowledge,
                                         there is (a) no, and since origination there has been no, material default, breach, violation
                                         or event of acceleration existing under the related Purchased Asset Documents, 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 Asset, or the
                                         value, use or operation of the related Mortgaged Property; provided, however,
                                         that this Paragraph ‎(38) 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 Seller in any Exception Report. No person
                                         other than the holder of such Purchased Asset may declare any event of default under
                                         the Purchased Asset or accelerate any indebtedness under the Purchased Asset Documents.



 


		(39)	Bankruptcy.
                                         As of the date of origination of the related Purchased Asset and to Seller’s knowledge
                                         as of the Purchase Date, neither the Mortgaged Property nor any portion thereof is the
                                         subject of, and no Mortgagor, guarantor or tenant occupying a single-tenant property
                                         is a debtor in state or federal bankruptcy, insolvency or similar proceeding.



 


		(40)	Organization
                                         of Mortgagor. With respect to each Purchased Asset, in reliance on certified copies
                                         of the organizational documents of the Mortgagor delivered by the Mortgagor in connection
                                         with the origination of such Purchased Asset, 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. No Purchased Asset has a Mortgagor that is an Affiliate
                                         of another borrower.



 


Seller
has obtained an organizational chart or other description of each Mortgagor which identifies all beneficial controlling owners
of the Mortgagor (i.e., managing members, general partners or similar controlling person for such Mortgagor) (the “Controlling
Owner”) and all owners that hold a 20% or greater direct ownership share (i.e., the “Major Sponsors”).
Seller (a) required questionnaires to be completed by each Controlling Owner and guarantor or performed other processes designed
to elicit information from each Controlling Owner and guarantor regarding such Controlling Owner’s or guarantor’s
prior history regarding any bankruptcies or other insolvencies, any felony convictions, and (b) performed or caused to be performed
searches of the public records or services such as Lexis/Nexis, or a similar service designed to elicit information about each
Controlling Owner, Major Sponsor and guarantor regarding such Controlling Owner’s, Major Sponsor’s or guarantor’s
prior history regarding any bankruptcies or other insolvencies, any felony convictions, and provided, however, that
manual public records searches were limited to the last 10 years. (clauses ‎(a) and ‎(b) collectively, the
“Sponsor Diligence”). Based solely on the Sponsor Diligence, to the knowledge of Seller, no Major Sponsor or
guarantor (i) was in a state or federal bankruptcy or insolvency proceeding, (ii) had a prior record of having been in a state
of federal bankruptcy or insolvency, or (iii) had been convicted of a felony. 


 



    	Exhibit V - 15



    	 



    




 


		(41)	Environmental
                                         Conditions. At origination, each Mortgagor represented and warranted that to its
                                         knowledge no hazardous materials or any other substances or materials which are included
                                         under or regulated by Environmental Laws are located on, or have been handled, manufactured,
                                         generated, stored, processed, or disposed of on or released or discharged from the Mortgaged
                                         Property, except for those substances commonly used in the operation and maintenance
                                         of properties of kind and nature similar to those of the Mortgaged Property in compliance
                                         with all Environmental Laws and in a manner that does not result in contamination of
                                         the Mortgaged Property or in a material adverse effect on the value, use or operations
                                         of the Mortgaged Property.



 


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 Assets, a Phase II environmental site assessment (collectively, an “ESA”) meeting ASTM requirements
was conducted by a reputable environmental consultant in connection with such Purchased Asset 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) (each, an “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 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, Standard & Poor’s
and/or Fitch, Inc.; (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 Seller’s knowledge, 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.


 






    	Exhibit V - 16



    	 



    




 


In
the case of each Purchased Asset with respect to which there is an environmental insurance policy (the “Environmental
Insurance Policy”), (i) such Environmental Insurance has been issued by the issuer set forth in the related Exception
Report (the “Policy Issuer”) and is effective as of the Purchase Date, (ii) as of origination and to Seller’s
knowledge as of the Purchase Date the Environmental Insurance Policy is in full force and effect, there is no deductible and Seller
is a named insured under such policy, (iii) (A) a property condition or engineering report was prepared, if the related Mortgaged
Property was constructed prior to 1985, with respect to asbestos-containing materials (“ACM”) and, if the related
Mortgaged Property is a multifamily property, with respect to radon gas (“RG”) and lead-based paint (“LBP”),
and (B) if such report disclosed the existence of a material and adverse LBP, ACM or RG environmental condition or circumstance
affecting the related Mortgaged Property, the related Mortgagor (1) was required to remediate the identified condition prior to
closing the Purchased Asset or provide additional security or establish with the mortgagee a reserve in an amount deemed to be
sufficient by Seller, for the remediation of the problem, and/or (2) agreed in the Purchased Asset Documents to establish an operations
and maintenance plan after the closing of the Purchased Asset that should reasonably be expected to mitigate the environmental
risk related to the identified LBP, ACM or RG condition, (iv) on the effective date of the Environmental Insurance Policy, Seller
as originator had no knowledge of any material and adverse environmental condition or circumstance affecting the Mortgaged Property
(other than the existence of LBP, ACM or RG) that was not disclosed to the Policy Issuer in one or more of the following: (A)
the application for insurance, (B) a Mortgagor questionnaire that was provided to the Policy Issuer, or (C) an engineering or
other report provided to the Policy Issuer, and (v) the premium of any Environmental Insurance Policy has been paid through the
maturity of the policy’s term and the term of such policy extends at least five years beyond the maturity of the Purchased
Asset.


 


		(42)	Lease
                                         Estoppels. With respect to each Purchased Asset secured by retail, office or industrial
                                         properties, Seller requested the related Mortgagor to obtain estoppels from each commercial
                                         tenant with respect to the rent roll delivered as of the origination date. With respect
                                         to each Purchased Asset predominantly secured by a retail, office or industrial property
                                         leased to a single tenant, Seller reviewed such estoppel obtained from such tenant no
                                         earlier than 90 days prior to the origination date of the related Purchased Asset, and
                                         to Seller’s knowledge, (i) the related lease is in full force and effect and (ii)
                                         there exists no default under such lease, either by the lessee thereunder or by the lessor
                                         subject, in each case, to customary reservations of tenant’s rights, such as with
                                         respect to common area maintenance (“CAM”) and pass-through audits
                                         and verification of landlord’s compliance with co-tenancy provisions. With respect
                                         to each Purchased Asset predominantly secured by a retail, office or industrial property,
                                         Seller has received lease estoppels executed within 90 days of the origination date of
                                         the related Purchased Asset that collectively account for at least 65% of the in-place
                                         base rent for the Mortgaged Property that secure a Purchased Asset that is represented
                                         as of the origination date. To Seller’s knowledge, (i) each lease represented on
                                         the rent roll delivered as of the origination date is in full force and effect and (ii)
                                         there exists no material default under any such related lease that represents 20% or
                                         more of the in-place base rent for the Mortgaged Property either by the lessee thereunder
                                         or by the related Mortgagor, subject, in each case, to customary reservations of tenant’s
                                         rights, such as with respect to CAM and pass-through audits and verification of landlord’s
                                         compliance with co-tenancy provisions.



 


		(43)	Appraisal.
                                         The Purchased Asset File contains an appraisal of the related Mortgaged Property with
                                         an appraisal date within six months of the Purchased Asset origination date, and within
                                         12 months of the Purchase Date. The appraisal is signed by an appraiser who is a Member
                                         of the Appraisal Institute. 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 borrower or in any loan made on
                                         the security thereof, and its compensation is not affected by the approval or disapproval
                                         of the Purchased Asset.



 


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



 






    	Exhibit V - 17



    	 



    




 


		(45)	Cross-Collateralization.
                                         No Purchased Asset is cross-collateralized or cross-defaulted with any other mortgage
                                         loan.



 


		(46)	Advance
                                         of Funds by Seller. After origination, no advance of funds has been made by Seller
                                         to the related Mortgagor other than in accordance with the Purchased Asset Documents,
                                         and, to Seller’s knowledge, 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
                                         Asset (other than as contemplated by the Purchased Asset 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
                                         Asset Documents). Neither Seller nor any affiliate thereof has any obligation to make
                                         any capital contribution to any Mortgagor under a Purchased Asset, other than contributions
                                         made on or prior to the date hereof.



 


		(47)	Compliance
                                         with Anti-Money Laundering Laws. Seller has complied in all material respects with
                                         the Prescribed Laws. Seller has established an anti-money laundering compliance program
                                         as required by the Prescribed Laws, has conducted the requisite due diligence in connection
                                         with the origination of the Purchased Asset for purposes of the Prescribed Laws, including
                                         with respect to the legitimacy of the applicable Mortgagor and the origin of the assets
                                         used by the said Mortgagor to purchase the property in question, and maintains, and will
                                         maintain, sufficient information to identify the applicable Mortgagor for purposes of
                                         the Prescribed Laws.



 


		(48)	OFAC.
                                         (a) No Purchased Asset is (i) subject to nullification pursuant to Executive Order 13224
                                         or the regulations promulgated by OFAC (the “OFAC Regulations”) or
                                         (ii) in violation of Executive Order 13224 or the OFAC Regulations, and (b) no Mortgagor
                                         is (i) subject to the provisions of Executive Order 13224 or the OFAC Regulations or
                                         (ii) listed as a “blocked person” for purposes of the OFAC Regulations.



 


		(49)	Floating
                                         Interest Rates. Each Purchased Asset bears interest at a floating rate of interest
                                         that is based on LIBOR plus a margin (which interest rate may be subject to a minimum
                                         or “floor” rate).



 


		(50)	Senior
                                         Participations. With respect to each Purchased Asset that is a Participation Interest
                                         (i) either (A) the Participation Interest is treated as a real estate asset for purposes
                                         of Section 856(c) of the Code, and the interest payable pursuant to such Participation
                                         Interest is treated as interest on an obligation secured by a mortgage on real property
                                         or on an interest in real property for purposes of Section 856(c) of the Code, or (B)
                                         the Participation Interest qualifies as a security that would not otherwise cause any
                                         parent REIT to fail to qualify as a REIT under the Code (including after the sale, transfer
                                         and assignment to Buyer of such Participation Interest); (ii) to the actual knowledge
                                         of Seller, as of the Closing Date, the related participating Person was not a debtor
                                         in any outstanding proceeding pursuant to the federal bankruptcy code; and (iii) Seller
                                         has not received written notice of any outstanding liabilities, obligations, losses,
                                         damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any
                                         kind for which the holder of such Participation Interest is or may become obligated.



  



    	Exhibit V - 18



    	 



    

 





 


Exhibit
VI


 


Form
of Bailee Agreement


 


[SELLER’S
NAME AND ADDRESS] 


 


_______________
__, 20__


 


[                                    ]


 


		Re:	Bailee
                                         Agreement (the “Bailee Agreement”) in connection with the sale of
                                         [______________] by LCRT Warehouse II LLC (“Seller”) to Morgan Stanley
                                         Bank, N.A., as buyer (together with its permitted successors and assigns, “Buyer”)



 


Ladies
and Gentlemen:


 


In
consideration of the mutual premises set forth herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Seller, Buyer and [_________] (“Bailee”) hereby agree as follows:


 


1.
Seller shall deliver to Bailee in connection with any Purchased Assets delivered to Bailee hereunder a Purchased Asset File Checklist
attached as Attachment 1 attached hereto to which shall be attached a Purchased Asset Schedule identifying the Purchased
Assets are being delivered to Bailee hereunder.


 


2.
On or prior to the date indicated on the Purchased Asset File Checklist (the “Purchase Date”), Seller shall
have delivered to Bailee, as bailee for hire, the Purchased Asset File for each of the Purchased Assets (listed in the Purchased
Asset Schedule attached to such Purchased Asset File Checklist.


 


3.
Bailee shall issue and deliver to Buyer (as defined in Section ‎5 below) on or prior to the Purchase Date by facsimile
or other electronic transmission an initial trust receipt and certification in the form of Attachment 2 attached hereto
(the “Trust Receipt”), which Trust Receipt shall state that Bailee has received the documents comprising the
Purchased Asset File as set forth in the Purchased Asset File Checklist, in addition to such other documents required to be delivered
to Buyer pursuant to the Master Repurchase and Securities Contract Agreement dated as of June 15, 2015, among Seller and Buyer
(the “Repurchase Agreement”).


 


4.
On the applicable Purchase Date, in the event that Buyer fails to purchase any New Asset from Seller that is identified in the
related Purchased Asset File Checklist, Buyer shall deliver by facsimile or other electronic transmission to Bailee at [_______]
to the attention of [________], an authorization (the “Facsimile Authorization”) to release the Purchased Asset
Files with respect to the Purchased Assets identified therein to Seller. Upon receipt of such Facsimile Authorization, Bailee
shall release the Purchased Asset Files to Seller in accordance with Seller’s instructions.


 


5.
Following the Purchase Date, Bailee shall forward the Purchased Asset Files to Wells Fargo Bank, N.A. (the “Custodian”)
by insured overnight courier for receipt by Custodian no later than 1:00 p.m. on the third (3rd) Business Day following the applicable
Purchase Date (the “Delivery Date”).


 



    	Exhibit VI 



    	 



    

 



6.
From and after the applicable Purchase Date until the time of receipt of the Facsimile Authorization or the applicable Delivery
Date, as applicable, Bailee (a) shall maintain continuous custody and control of the related Purchased Asset Files as bailee for
Buyer and (b) is holding the related Purchased Asset Loans as sole and exclusive bailee for Buyer unless and until otherwise instructed
in writing by Buyer.


 


7.
Seller agrees to indemnify and hold Bailee and its partners, directors, officers, agents and employees harmless against any and
all third party liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever, including reasonable attorney’s fees, that may be imposed on, incurred by, or asserted
against it or them in any way relating to or arising out of this Bailee Agreement or any action taken or not taken by it or them
hereunder unless such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements
(other than special, indirect, punitive or consequential damages, which shall in no event be paid by Seller) were imposed on,
incurred by or asserted against Bailee because of the breach by Bailee of its obligations hereunder, which breach was caused by
negligence, lack of good faith or willful misconduct on the part of Bailee or any of its partners, directors, officers, agents
or employees. The foregoing indemnification shall survive any resignation or removal of Bailee or the termination or assignment
of this Bailee Agreement.


 


8.
In the event that Bailee fails to deliver a Mortgage Note, Participation Certificate or other material portion of a Purchased
Asset File that was in its possession to Custodian within three (3) Business Days following the applicable Purchase Date, the
same shall constitute a “Bailee Delivery Failure” under this Bailee Agreement.


 


9.
Seller hereby represents, warrants and covenants that Bailee is not an affiliate of or otherwise controlled by Seller. Notwithstanding
the foregoing, the parties hereby acknowledge that Bailee hereunder may act as counsel to Seller in connection with a proposed
loan.


 


10.
This Bailee Agreement may not be modified, amended or altered, except by written instrument, executed by all of the parties hereto.


 


11.
This Bailee Agreement may not be assigned by Seller or Bailee without the prior written consent of Buyer.


 


12.
For the purpose of facilitating the execution of this Bailee Agreement as herein provided and for other purposes, this Bailee
Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original,
and such counterparts shall constitute and be one and the same instrument.


 


13.
This Bailee Agreement shall be construed in accordance with the laws of the State of New York, and the obligations, rights and
remedies of the parties hereunder shall be determined in accordance with such laws.


 


14.
Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Repurchase Agreement.


 


[SIGNATURES
COMMENCE ON NEXT PAGE]


 



    	Exhibit VI - 2



    	 



    

 


	 	 	 	 
	 	Very truly yours,
	 	 
	 	LCRT WAREHOUSE II LLC,
	 	a Delaware limited liability company, Seller
	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 



	 	 	 
	ACCEPTED AND AGREED:
	 
	[_______], Bailee
	 	 
	By:	 	 
	 	Name:
	 	Title:
	 	 
	ACCEPTED AND AGREED:
	 
	MORGAN STANLEY BANK, N.A.,
	a national banking association, Buyer
	 	 
	By:	 	 
	 	Name:
	 	Title:




 



    	Exhibit VI - 3



    	 



    

 


Attachment
1 to Bailee Agreement



Purchased Asset File Checklist


 



    	Exhibit VI - 4



    	 



    

 


Attachment
2 to Bailee Agreement


 


Form
of Bailee’s Trust Receipt


 


____________,
20__


 


Morgan
Stanley Bank, N.A.

1585 Broadway, 25th Floor

New York, New York 10036

Attention: Geoffrey Kott & Anthony Preisano


 


		Re:	Bailee
                                         Agreement, dated __________, 20___ (the “Bailee Agreement”) among
                                         LCRT Warehouse II LLC (“Seller”), Morgan Stanley Bank, N.A. (“Buyer”)
                                         and _______________ (“Bailee”)



 


Ladies
and Gentlemen:


 


In
accordance with the provisions of Section ‎3 of the Bailee Agreement, the undersigned, as Bailee, hereby certifies
that as to the Purchased Asset(s) referred to therein, it has reviewed the Purchased Asset File(s) and has determined that (i)
all documents listed in the Attachment 1 attached to the Bailee Agreement are in its possession and (ii) such documents
have been reviewed by it and appear regular on their face and relate to the Purchased Asset(s).


 


Bailee
hereby confirms that it is holding the Purchase Loan File as agent and bailee for the exclusive use and benefit of Buyer pursuant
to the terms of the Bailee Agreement.


 


All
capitalized terms used herein and not defined herein shall have the meanings ascribed to them in the Bailee Agreement.


	 	 	 	 	 
	 	 	,	 
	 	Bailee	 
	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 



 



    	Exhibit VI - 5



    	 



    

 



Exhibit
VII


 


Intentionally
Omitted 


 



    	Exhibit VII 



    	 



    




  


Exhibit
VIII


 


Intentionally
Omitted


 






    	Exhibit VIII 



    	 



    

 


Annex
I


 


Notice
Information 


	 	 
	BUYER:	Morgan Stanley Bank, N.A.
	 	1585 Broadway, 25th Floor
	 	New York, New York  10036
	 	Attention:  Geoffrey Kott
	 	Telephone:  (212) 761-3140
	 	Fax:  (718) 233-2160
	 	Email:  Geoffrey.Kott@morganstanley.com
	 	 
	with a copy to:	Morgan Stanley Bank, N.A.
	 	1585 Broadway, 25th Floor
	 	New York, New York  10036
	 	Attention:  Anthony Preisano
	 	Telephone:  (212) 761-5688
	 	Fax:  (718) 233-3307
	 	Email:  Anthony.Preisano@morganstanley.com
	 	 
	and to:	Morgan Stanley Bank, N.A.
	 	One Utah Center, 201 South Main Street
	 	Salt Lake City, Utah  84111
	 	 
	and to:	Morgan Stanley Bank, N.A.
	 	1 New York Plaza, 41st Floor
	 	New York, New York  10004
	 	Attention:  Christopher Gregory
	 	Telephone:  (917) 260-5253
	 	Fax:  (917) 720-9636
	 	Email:  wltapes@morganstanley.com
	 	 
	and to:	Cleary Gottlieb Steen & Hamilton LLP
	 	One Liberty Plaza
	 	New York, New York  10006
	 	Attention:  Kimberly B. Blacklow
	 	Telephone:  (212) 225-2018
	 	Fax:  (212) 225-3999
	 	Email:  kblacklow@cgsh.com
	 	 
	SELLER:	LCRT Warehouse II LLC
	 	c/o LoanCore Realty Trust, Inc.
	 	55 Railroad Avenue, Suite 100
	 	Greenwich, Connecticut  06830
	 	Attention:  Chris McCormack
	 	Telephone:  (203) 861-6010
	 	Fax:  (203) 861-6006
	 	Email:  CMcCormack@loancorecapital.com and warehouse@loancorecapital.com


 






    	Annex I 



    	 



    




 


	 	 
	with a copy to:	LCRT Warehouse II LLC
	 	c/o LoanCore Realty Trust, Inc.
	 	55 Railroad Avenue, Suite 100
	 	Greenwich, Connecticut  06830
	 	Attention: Tyler Shea
	 	Telephone:  (203) 861-6031
	 	Fax:  (203) 861-6006
	 	Email:  TShea@loancorecapital.com and warehouse@loancorecapital.com
	 	 
	and to:	Kaye Scholer LLP
		250 West 55th Street 
		New York, New York  10019 
		Attention:  Jonathan Arkins 
		Telephone:  (212) 836-7403 
		Fax:  (212) 836-6328 
		Email:  Jonathan.Arkins@kayescholer.com 


 






    	Annex I - 2



    	 



    

 


Annex
II


 


Wiring
Instructions


 


Payments
to Buyer: Payments to Buyer under this Agreement shall be made by transfer, via wire transfer, to the following account of
Buyer:


 


Bank:
Citibank, N.A. New York

ABA #: 021000089

Account #: 30463591

Account Name: Morgan Stanley Bank

Ref: LCRT Repo Facility

Attention: Mr. Christopher Gregory


 


Buyer
may consider on a case-by-case-basis in its sole and absolute discretion alternative funding arrangements.


 


Payments
to Seller: Payments to any Seller under this Agreement shall be made by transfer, via wire transfer, to the following account
of Seller:


 


Bank:
City National Bank – CBS/SF

ABA #: 1220-1606-6

Account #: 432939707

Ref: LCRT Warehouse II LLC 


 



    	Annex II