Exhibit 10.3


 





 






 


UNCOMMITTED MASTER REPURCHASE


 


AND


 


SECURITIES CONTRACT AGREEMENT 


 


between


 


TERRA MORTGAGE CAPITAL I, LLC,


 


as Seller,


 


and


 


GOLDMAN SACHS BANK USA,


 


as Buyer


 





 






 


Dated: December 12, 2018


 



 





 






 

     


     


    

 


TABLE OF CONTENTS


 


	 	Page
	 	 
	Article 1. APPLICABILITY	1
	 	 
	Article 2. DEFINITIONS	1
	 	 
	Article 3. INITIATION; CONFIRMATION; TERMINATION; FEES	26
	 	 
	Article 4. MARGIN MAINTENANCE	34
	 	 
	Article 5. INCOME PAYMENTS AND PRINCIPAL PAYMENTS	34
	 	 
	Article 6. SECURITY INTEREST	36
	 	 
	Article 7. PAYMENT, TRANSFER AND CUSTODY	37
	 	 
	Article 8. SALE, TRANSFER, HYPOTHECATION OR PLEDGE OF PURCHASED ASSETS	40
	 	 
	Article 9. REPRESENTATIONS AND WARRANTIES	40
	 	 
	Article 10. NEGATIVE COVENANTS OF SELLER	49
	 	 
	Article 11. AFFIRMATIVE COVENANTS OF SELLER	50
	 	 
	Article 12. SINGLE PURPOSE ENTITY	56
	 	 
	Article 13. EVENTS OF DEFAULT; REMEDIES	58
	 	 
	Article 14. INCREASED COSTS; TAXES	64
	 	 
	Article 15. SINGLE AGREEMENT	70
	 	 
	Article 16. RECORDING OF COMMUNICATIONS	71
	 	 
	Article 17. NOTICES AND OTHER COMMUNICATIONS	71
	 	 
	Article 18. ENTIRE AGREEMENT; SEVERABILITY	71
	 	 
	Article 19. NON ASSIGNABILITY	72


 




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	Article 20. GOVERNING LAW	73
	 	 
	Article 21. NO WAIVERS, ETC.	73
	 	 
	Article 22. USE OF EMPLOYEE PLAN ASSETS	73
	 	 
	Article 23. INTENT	74
	 	 
	Article 24. DISCLOSURE RELATING TO CERTAIN FEDERAL PROTECTIONS	75
	 	 
	Article 25. CONSENT TO JURISDICTION; WAIVERS	76
	 	 
	Article 26. NO RELIANCE	77
	 	 
	Article 27. INDEMNITY	78
	 	 
	Article 28. DUE DILIGENCE	79
	 	 
	Article 29. SERVICING	79
	 	 
	Article 30. MISCELLANEOUS	80


  



 

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ANNEXES, EXHIBITS AND SCHEDULES


 


	ANNEX I	Names and Addresses for Communications between Parties
	 	 
	SCHEDULE I	Prohibited Transferees
	 	 
	SCHEDULE II	Purchased Asset File
	 	 
	SCHEDULE III	Organizational Structure Chart
	 	 
	EXHIBIT I	Form of Confirmation Statement
	 	 
	EXHIBIT II	Authorized Representatives of Seller
	 	 
	EXHIBIT III-A	Monthly Reporting Package
	 	 
	EXHIBIT III-B	Quarterly Reporting Package
	 	 
	EXHIBIT III-C	Annual Reporting Package
	 	 
	EXHIBIT IV	Form of Power of Attorney
	 	 
	EXHIBIT V	Representations and Warranties Regarding Individual Purchased Assets
	 	 
	EXHIBIT VI	Advance Procedures
	 	 
	EXHIBIT VII	Form of Margin Deficit Notice
	 	 
	EXHIBIT VIII	Form of Tax Compliance Certificates
	 	 
	EXHIBIT IX	Form of Covenant Compliance Certificate
	 	 
	EXHIBIT X	UCC Filing Jurisdictions
	 	 
	EXHIBIT XI	Form of Servicer Notice
	 	 
	EXHIBIT XII	Form of Release Letter
	 	 
	EXHIBIT XIII	Reserved
	 	 
	EXHIBIT XIV	Form of Custodial Delivery Certificate
	 	 
	EXHIBIT XV	Form of Bailee Letter
	 	 
	EXHIBIT XVI	Underwriting Guidelines
	 	 
	EXHIBIT XVII	Future Funding Advance Procedures


  




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UNCOMMITTED MASTER REPURCHASE AND
SECURITIES CONTRACT AGREEMENT


 


THIS UNCOMMITTED MASTER
REPURCHASE AND SECURITIES CONTRACT AGREEMENT (this “Agreement”), dated as of December 12, 2018 by and
between GOLDMAN SACHS BANK USA, a New York state-chartered bank (“Buyer”), and TERRA MORTGAGE CAPITAL
I, LLC, a Delaware limited liability company (“Seller”).


 


Article
1.

APPLICABILITY


 


From time to time the
parties hereto may enter into transactions in which Seller and Buyer agree to the transfer from Seller to Buyer of all of Seller’s
rights, title and interest in certain Eligible Assets (as defined herein) or other assets and, in each case, the other related
Purchased Items (as defined herein) (collectively, the “Assets”), against the payment of funds by Buyer
to Seller, with a simultaneous agreement by Buyer to transfer back to Seller such Assets at a date certain or on demand, against
the payment of funds by Seller to Buyer. Each such transaction shall be referred to herein as a “Transaction”
and, unless otherwise agreed in writing, shall be governed by this Agreement, including any supplemental terms or conditions contained
in any exhibits identified herein as applicable hereunder. Each individual transfer of an Eligible Asset shall constitute a distinct
Transaction. Notwithstanding any provision or agreement herein, at no time shall Buyer be obligated or committed to purchase any
Eligible Asset from Seller or to effect the transfer of any Eligible Asset from Seller to Buyer.


 


Article
2.

DEFINITIONS


 


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


 


“Accelerated
Repurchase Date” shall have the meaning set forth in Article 13(b)(i) of this Agreement.


 


“Acceptable
Attorney” shall mean an attorney at law that has delivered at Seller’s request a Bailee Letter, with the exception
of an attorney that is not satisfactory to Buyer, as specified in a written notice from Buyer to Seller.


 


“Accepted
Servicing Practices” shall mean with respect to any applicable Purchased Asset, those mortgage loan servicing practices
of reputable mortgage lending institutions that service mortgage loans of the same type as such Purchased Asset in the jurisdiction
where the related underlying real estate directly or indirectly securing or supporting such Purchased Asset is located. 



 

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“Act of
Insolvency” shall mean, with respect to any Person, (i) the filing of a petition by such Person, commencing, or authorizing
the commencement of any case or proceeding under any bankruptcy, insolvency, reorganization, wind up, liquidation, dissolution
or similar law relating to the protection of creditors (“Insolvency Law”), or suffering any such petition
or proceeding to be commenced by another which is consented to, not timely contested or results in entry of an order for relief;
(ii) the seeking or consenting to the appointment of a liquidator, receiver, trustee, custodian or similar official for such Person
or any substantial part of the property of such Person; (iii) the appointment of a receiver, conservator, or manager for such Person
by any governmental agency or authority having the jurisdiction to do so; (iv) the making of a general assignment for the benefit
of creditors; (v) the admission in writing in a legal proceeding by such Person of its inability to pay its debts or discharge
its obligations as they become due or mature; (vi) that any Governmental Authority or agency or any person, agency or entity acting
or purporting to act under Governmental Authority shall have taken any action 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 the business of such Person; or (vii) the consent by such Person to
the entry of an order for relief in an insolvency case under any Insolvency Law.


 


“Advance
Rate” shall mean, with respect to each Transaction, the initial Advance Rate selected by Buyer for such Transaction
on a case by case basis in its sole discretion as shown in the related Confirmation, as may be adjusted for any Future Funding
Advance, which in any case shall not exceed the Maximum Advance Rate, unless otherwise agreed to by Buyer and Seller.


 


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


 


“Agreement”
shall mean this Uncommitted Master Repurchase and Securities Contract Agreement, dated as of the date hereof, by and between Seller
and Buyer as such agreement may be amended, restated, modified or supplemented from time to time.


 


“Annual
Reporting Package” shall mean the reporting package described on Exhibit III-C.


 


“Anti-Money
Laundering Laws” shall have the meaning set forth in Article 9(b)(xxix) of this Agreement.


 


“Applicable
Spread” shall mean:


 


(i)       so
long as no Event of Default shall have occurred and be continuing, the amount set forth in the Fee Letter as being the “Applicable
Spread”, and


 


(ii)      after
the occurrence and during the continuance of an Event of Default, the (x) applicable incremental percentage described in clause
(i) of this definition, plus (y) five percent (5.0%).


 


“Appraisal”
shall mean an appraisal that is compliant with the Financial Institutions Reform, Recovery, and Enforcement Act and prepared by
a third-party appraiser addressed to, or permitted to be relied upon by, Buyer and reasonably satisfactory to Buyer of the related
Underlying Mortgaged Property from an Independent Appraiser.


 


“Assets”
shall have the meaning set forth in Article 1 of this Agreement. 



 

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“Assignee”
shall have the meaning set forth in Article 19(a) of this Agreement.


 


“Assignment
of Leases” shall mean, with respect to any Purchased Asset that is a Senior 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 Underlying Mortgaged Property as security for
repayment of such Purchased Asset.


 


“Bailee
Letter” shall mean a letter substantially in the form as Exhibit XV from an Acceptable Attorney or
a Title Company or another Person acceptable to Buyer in its sole discretion, in form and substance acceptable to Buyer in its
sole discretion, wherein such Acceptable Attorney, Title Company or other Person described above in possession of a Purchased Asset
File (i) acknowledges receipt of such Purchased Asset File, (ii) confirms that such Acceptable Attorney, Title Company or other
Person acceptable to Buyer is holding the same as bailee or agent on behalf of Buyer under such letter and (iii) agrees that such
Acceptable Attorney, Title Company or other Person described above shall deliver such Purchased Asset File to Custodian, or as
otherwise directed by Buyer, by not later than the third (3rd) Business Day following the Purchase Date for the related Purchased
Asset.


 


“Bankruptcy
Code” shall mean Title 11 of the United States Code (11 U.S.C. § 101, et. seq.), as amended, modified
or replaced from time to time.


 


“Breakage
Costs” shall have the meaning set forth thereto in Article 14(f).


 


“Business
Day” shall mean a day other than (i) a Saturday or Sunday, or (ii) a day in which the New York Stock Exchange or
banks in the State of New York are authorized or obligated by law or executive order to be closed. Notwithstanding the foregoing
sentence, when used with respect to the determination of LIBOR, “Business Day” shall only be a day on
which commercial banks are open for international business (including dealings in U.S. Dollar deposits) in London, England.


 


“Buyer”
shall mean Goldman Sachs Bank USA, a New York state-chartered bank, or any successor or assign thereof permitted under Article
19.


 


“Buyer’s
LTV” shall mean, on any date, with respect to any Purchased Asset, the quotient (expressed as a percentage) of (i)
the then outstanding Purchase Price of such Purchased Asset divided by (ii) the “as-is” value of the related
Underlying Mortgaged Property as determined by Buyer in its sole discretion.


 


“Capital
Stock” shall mean any and all shares, interests, 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 member or other equivalent interests in any limited liability company, any and all partner or other equivalent interests
in any partnership or limited partnership, and any and all warrants or options to purchase any of the foregoing. 



 

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“Capitalized
Lease Obligations” shall mean obligations under a lease that are required to be capitalized for financial reporting
purposes in accordance with GAAP. The amount of a Capitalized Lease Obligation is the capitalized amount of such obligation as
would be required to be reflected on the balance sheet prepared in accordance with GAAP of the applicable Person as of the applicable
date.


 


“Cause”
shall mean, with respect to an Independent Director, (a) acts or omissions by such Independent Director that constitute willful
disregard of, or bad faith or gross negligence with respect to, the Independent Director’s duties with respect to Seller’s
obligations under this Agreement, (b) 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, (c) such Independent Director
is unable to perform his or her duties as Independent Director due to death, disability or incapacity, or (d) such Independent
Director no longer meets the definition of Independent Director, as that term is defined in this Article 2.


 


“Change
of Control” shall mean the occurrence of any of the following events:


 


(a) the consummation
of a merger or consolidation of Guarantor with or into another entity or any other reorganization or transfer of Capital Stock
of Guarantor, if more than twenty-five percent (25%) of the combined voting power of the continuing or surviving entity’s
Capital Stock outstanding immediately after such merger or consolidation or such other reorganization or transfer is not owned
directly or indirectly by Persons who were stockholders or holders of such Capital Stock of Guarantor immediately prior to such
merger or consolidation or such other reorganization or transfer, excluding, however, any transfer or transfers to Axar Terra LLC
and/or its Affiliates so long as Axar Terra LLC and/or the Person or Persons who are directly or indirectly Controlling Axar Terra
LLC on the Closing Date remains or remain in Control of Guarantor;


 


(b) any “person”
or “group” (within the meaning of Section 13(d) or Section 14(d) of the 1934 Act) shall become, or obtain rights (whether
by means of warrants, options or otherwise) to become, the “beneficial owner” (as defined in Rules 13d-3 and 13d-5
under the 1934 Act), directly or indirectly, of a percentage of the total voting power of all classes of Capital Stock of Guarantor
entitled to vote generally in the election of directors, members or partners of twenty-five percent (25%) or more, provided that
current Affiliates of Seller shall not be counted for this purpose so long as Axar Terra LLC and/or the Person or Persons who are
directly or indirectly Controlling Axar Terra LLC on the Closing Date remains or remain in Control of Guarantor;


 


(c) Guarantor shall
cease to own and Control, of record and beneficially, directly or indirectly one hundred percent (100%) of each class of outstanding
Capital Stock of Pledgor;


 


(d) Pledgor shall cease
to own and Control, of record and beneficially, directly or indirectly one hundred percent (100%) of each class of outstanding
Capital Stock of Seller;


 


(e) any transfer of
all or substantially all of Guarantor’s, Pledgor’s or Seller’s assets (other than any securitization transaction
or any repurchase or other similar transaction in the ordinary course of Guarantor’s, Pledgor’s or Seller’s business);



 

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(f) with respect to
Manager, the sale, merger, consolidation or reorganization of Manager with or into any entity that is not an Affiliate of Manager
as of the Closing Date if Axar Terra LLC and/or the Person or Persons who are directly or indirectly Controlling Axar Terra LLC
on the Closing Date does not or do not remain in Control of Manager;


 


(g) Manager shall cease
to be the investment manager for Guarantor other than in connection with any transaction pursuant to which Manager is not replaced;
or


 


(h) any change in Control
of Manager from the Person or Persons who are directly or indirectly Controlling Manager on the Closing Date if Axar Terra LLC
and/or the Person or Persons who are directly or indirectly Controlling Axar Terra LLC on the Closing Date does not or do not remain
in Control of Manager;


 


provided, however,
that notwithstanding anything to the contrary contained in this Agreement, (i) no Change of Control shall be deemed to occur in
connection with, and nothing in this Agreement shall limit or prohibit, any transfer or other transaction so long as Axar Terra
LLC and/or the Person or Persons who are directly or indirectly Controlling Axar Terra LLC on the Closing Date remains or remain
in Control of Guarantor and Manager, and (ii) no Change of Control shall be deemed to occur in connection with, and nothing in
this Agreement shall limit or prohibit, any IPO Transaction so long as a management contract with a Controlled Affiliate, remains
in place.


 


“Closing
Date” shall mean the date of this Agreement.


 


“Code”
shall mean the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued
thereunder.


 


“Collection
Period” shall mean (i) with respect to the first Remittance Date, the period beginning on and including the Closing
Date and continuing to and including the calendar day immediately preceding such Remittance Date, and (ii) with respect to each
subsequent Remittance Date, the period beginning on and including the immediately preceding Remittance Date and continuing to and
including the calendar day immediately preceding the following Remittance Date.


 


“Concentration
Limit” shall mean, the following amounts or maximum percentage concentration limits based, in each case, as of any
date of determination, on the aggregate Purchase Price or individual Purchase Price for the applicable Purchased Asset(s), as the
case may be, as a percentage of the Maximum Facility Amount as of such date of determination:


 


(i)         for all
Purchased Assets for which the Underlying Mortgaged Property consists of hospitality properties, twenty-five percent (25%);


 


(ii)        for all
Purchased Assets for which the Underlying Mortgaged Property consists of retail properties, twenty percent (20%);


 


(iii)       for
any single property type, sixty-five percent (65%); and



 

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(iv)        for any
single Purchased Asset, an outstanding Purchase Price of not less than Ten Million Dollars ($10,000,000) or greater than an amount
equal to the product of (x) fifty percent (50%), multiplied by (y) the Maximum Facility Amount.


 


“Confirmation”
shall mean a written confirmation in the form of Exhibit I, duly completed, executed and delivered by Buyer and Seller.


 


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


 


“Control”
shall mean, 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. “Control”,
 “Controlling”, “Controlled” and “under common Control” shall have correlative
meanings.


 


“Controlled
Affiliate” shall mean any Affiliate of Terra Capital Partners LLC that (i) is also an Affiliate of Guarantor and
(ii) is Controlled by the Person or Persons who are directly or indirectly Controlling Terra Capital Partners LLC and Guarantor
on the Closing Date.


 


“Covenant
Compliance Certificate” shall mean a properly completed and executed Covenant Compliance Certificate in form and
substance of the certificate attached hereto as Exhibit IX.


 


“Custodial
Agreement” shall mean that certain Custodial Agreement, dated as of the date hereof, by and among Custodian, Seller
and Buyer, as amended, modified and/or restated from time to time.


 


“Custodial
Delivery Certificate” shall mean the form executed by Seller in order to deliver the Purchased Asset Schedule and
the Purchased Asset File to Buyer or its designee (including Custodian) pursuant to Article 7 of this Agreement,
a form of which is attached hereto as Exhibit XIV.


 


“Custodian”
shall mean Wells Fargo Bank, National Association, or any successor Custodian appointed by Buyer.


 


“Default”
shall mean any condition or event that, after notice or lapse of time, would constitute an Event of Default.


 


“Delivery
Failure” shall have the meaning set forth in the Bailee Letter.


 


“Depository”
shall mean Wells Fargo Bank, National Association, or any successor Depository appointed by Buyer in its sole discretion.


 


“Depository
Account” shall mean a segregated account, in the name of Seller, in trust for Buyer, established at Depository in
accordance with this Agreement, and which is subject to the Depository Agreement.



 

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“Depository
Agreement” shall mean that certain Deposit Account Control Agreement (Hard Lockbox – Repurchase Agreement),
dated as of the date hereof, among Buyer, Seller and Depository, as amended, modified and/or restated from time to time.


 


“Draw Fee”
shall have the meaning set forth in the Fee Letter, which definition is incorporated herein by reference.


 


“Due Diligence
Package” shall have the meaning set forth in Exhibit VI to this Agreement.


 


“Early
Repurchase Date” shall have the meaning set forth in Article 3(f)(i) of this Agreement.


 


“Eligible
Assets” shall mean any of the following types of assets or loans (a) that are acceptable to Buyer in its sole discretion;
(b) on each day, with respect to which the representations and warranties set forth in this Agreement (including the exhibits hereto)
are true and correct in all respects except to the extent disclosed in a Requested Exceptions Report approved by Buyer; (c) that
have been originated (or are being originated) in accordance with the Underwriting Guidelines; and (d) where the Underlying Mortgaged
Property consists of multi-family (including student housing), office, industrial, retail, hospitality, or combinations thereof,
or such other types of properties that Buyer may agree to in its sole discretion that are located in the United States of America,
its territories or possessions (or elsewhere, in the sole discretion of Buyer):


 


(i)        Senior
Mortgage Loans;


 


(ii)       Mezzanine
Loans; and


 


(iii)      any
other asset or loan types or classifications that are acceptable to Buyer, subject to its consent on all necessary and appropriate
modifications to this Agreement and each of the Transaction Documents, as determined by Buyer in its sole discretion.


 


Notwithstanding anything
to the contrary contained in this Agreement, the following shall not be Eligible Assets for purposes of this Agreement: (i) non-performing
loans; (ii) any Asset, where payment of the Purchase Price with respect thereto would cause the aggregate of all Repurchase Prices
to exceed the Maximum Facility Amount; (iii) omitted; (iv) loans for which Buyer is relying on an Appraisal and the applicable
Appraisal is not dated within one-hundred eighty (180) calendar days of the proposed Purchase Date (or such other time period as
approved by Buyer in Buyer’s sole discretion); (v) loans in which the related loan agreement or other documents and/or instruments
evidencing such loans contain restrictions on transfer of lender’s interest therein; (vi) ground-up construction loans or
land loans (provided, that, loans allowing for advances relating to tenant improvements or renovations may be Eligible Assets;
provided, further, that Buyer may, in its sole discretion, on a case-by-case basis, consider purchasing an otherwise Eligible Asset
that is a construction loan or a land loan); (vii) Assets that, upon becoming a Purchased Asset, have a Mortgaged Property LTV
greater than eighty percent (80%) (provided, that Buyer may, in its sole discretion, on a case-by-case basis, consider purchasing
an otherwise Eligible Asset with a Mortgaged Property LTV of up to eighty-five percent (85%)); (viii) loans that are in special
servicing; (ix) Assets that are pledged as collateral to any lender or sold to any buyer in connection with a loan, repurchase
facility or any other financing transaction; (x) unless otherwise agreed to by Buyer in its sole discretion, Assets that are not
originated by Seller or an Affiliate of Seller; (xi) Assets that, upon becoming a Purchased Asset, would cause the Purchase Price
of the applicable Purchased Asset or the aggregate Purchase Price of the applicable Purchased Assets to violate the Concentration
Limit; (xii) Mezzanine Loans where the Senior Mortgage Loan on the Underlying Mortgaged Property associated with such Mezzanine
Loan is not a Purchased Asset; and (xiii) assets secured directly or indirectly by loans described in the preceding clauses (i)
through (xii).



 

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“Environmental
Law” shall mean any federal, state, foreign or local statute, law, rule, regulation, ordinance, code, guideline,
written policy and rule of common law now or hereafter in effect and in each case as amended, and any judicial or administrative
interpretation thereof, including any judicial or administrative order, consent decree or judgment, relating to the environment,
employee health and safety or hazardous materials, including, without limitation, CERCLA; RCRA; the Federal Water Pollution Control
Act, 33 U.S.C. § 1251 et seq.; the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq.; the
Clean Air Act, 42 U.S.C. § 7401 et seq.; the Safe Drinking Water Act, 42 U.S.C. § 3803 et seq.;
the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Emergency Planning and the Community Right-to-Know
Act of 1986, 42 U.S.C. § 11001 et seq.; the Hazardous Material Transportation Act, 49 U.S.C. § 1801
et seq. and the Occupational Safety and Health Act, 29 U.S.C. § 651 et seq.; and any state and local or
foreign counterparts or equivalents, in each case as amended from time to time.


 


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


 


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


 


“Event
of Default” shall have the meaning set forth in Article 13 of this Agreement.


 


“Excluded
Taxes” shall mean any of the following Taxes imposed on or with respect to Buyer or any Transferee, or required to
be withheld or deducted from a payment to Buyer or any Transferee: (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 or such Transferee being organized under
the laws of or having its principal office, or its applicable lending office located in the jurisdiction imposing such Tax (or
any political subdivision thereof) or (ii) that are Other Connection Taxes; (b) U.S. federal withholding Taxes imposed on amounts
payable to or for the account of Buyer or such Transferee under this Agreement pursuant to a law in effect on the date on which
(i) Buyer or such Transferee acquires an interest hereunder (other than pursuant to an assignment request by Seller under Article
14(m)) or (ii) Buyer or such Transferee changes its lending office, except in each case to the extent that, pursuant to
Article 14(g) and 14(j), amounts with respect to such Taxes were payable either to Buyer’s or such Transferee’s
assignor immediately before Buyer or such Transferee acquired an interest hereunder or to Buyer or such Transferee immediately
before it changed its lending office; (c) Taxes attributable to Buyer or such Transferee’s failure to comply with Article
14(k); or (d) any U.S. federal withholding Taxes imposed under FATCA.



 

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“Exit Fee”
shall have the meaning set forth in the Fee Letter, which definition is incorporated herein by reference.


 


“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), any current or future regulations or official interpretations
thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code, and any fiscal or regulatory legislation, rules
or official practices implementing any intergovernmental agreement, treaty or convention among Governmental Authorities entered
into in connection thereto.


 


“FATF”
shall have the meaning set forth in the definition of “Prohibited Investor.”


 


“FDIA”
shall have the meaning set forth in Article 23(c) of this Agreement.


 


“FDICIA”
shall have the meaning set forth in Article 23(e) of this Agreement.


 


“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 System 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 or such transactions received
by Buyer from three (3) federal funds brokers of recognized standing selected by Buyer in its sole discretion.


 


“Federal
Funds Rate Applicable Spread” shall mean, in connection with the conversion of any Transaction to a Federal Funds
Rate Transaction, an amount equal to the difference (expressed as a number of basis points) between (a) the LIBOR Rate plus the
Applicable Spread applicable to such Transaction on the date the LIBOR Rate was last applicable to the outstanding Transactions
prior to such conversion and (b) the Federal Funds Rate on the date that the LIBOR Rate was last applicable to the outstanding
Transactions prior to such conversion; provided, however, in no event shall such difference be a negative number.


 


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


 


“Fee Letter”
shall mean that certain Fee Letter, dated as of the date hereof, by Buyer to Seller, and accepted and agreed to by Seller, as amended,
modified and/or restated from time to time.



 

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“Filings”
shall have the meaning set forth in Article 6(c) of this Agreement.


 


“Financing
Lease” shall mean any lease of property, real or personal, the obligations of the lessee in respect of which are
required in accordance with GAAP to be capitalized on a balance sheet of the lessee.


 


“Fitch”
shall mean Fitch Ratings, Inc.


 


“Foreign
Buyer” shall mean (a) if the Seller is a U.S. Person, a Buyer that is not a U.S. Person, and (b) if the Seller is
not a U.S. Person, a Buyer that is resident or organized under the laws of a jurisdiction other than that in which the Seller is
resident for tax purposes.


 


“Future
Funding Advance” shall have the meaning set forth in Article 3(j) of this Agreement.


 


“Future
Funding Date” shall mean, with respect to any Purchased Asset, the date on which Buyer advances any portion of the
Future Funding Advance related to such Purchased Asset in accordance with the terms and provisions of this Agreement.


 


“Future
Funding Due Diligence Package” shall have the meaning set forth in Exhibit XVI hereto.


 


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


 


“Governmental
Authority” shall mean any national or federal government, any state, regional, local or other political subdivision
thereof with jurisdiction and any Person with jurisdiction exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to any such government or subdivision thereof (including any supra-national bodies such as the European
Union or the European Central Bank).


 


“Guarantee
Agreement” shall mean that certain Guarantee Agreement, dated as of the date hereof, by Guarantor in favor of Buyer,
as amended, restated, supplemented or otherwise modified and in effect from time to time.


 


“Guarantor”
shall mean Terra Property Trust, Inc., a Maryland corporation.


 


“Income”
shall mean, with respect to any Purchased Asset at any time, (a) any collections of principal, interest, dividends, receipts or
other distributions or collections (including casualty or condemnation proceeds), and (b) all net sale proceeds received by Seller
or any Affiliate of Seller in connection with a sale or liquidation of such Purchased Asset; provided, that, Underlying
Purchased Asset Reserves shall not be included in the term “Income” unless and until, with respect to a particular
Purchased Asset, (i) an event of default exists under the related Purchased Asset Documents, (ii) the holder of such related Purchased
Asset has exercised rights and remedies with respect to such amounts and (iii) such amounts have been applied by the holder of
such Purchased Asset to all or a portion of the outstanding indebtedness under the related Purchased Asset Documents.



 

     10


     


    

  


“Indebtedness”
shall mean, for any Person, (a) 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); (b) 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) calendar days
of the date the respective goods are delivered or the respective services are rendered; (c) 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; (d)
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; (e) obligations of such Person under repurchase agreements,
sale/buy-back agreements or like arrangements; (f) Indebtedness of others guaranteed by such Person; (g) all obligations of such
Person incurred in connection with the acquisition or carrying of fixed assets by such Person; (h) Indebtedness of general partnerships
of which such Person is secondarily or 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; (i) Capitalized Lease Obligations
of such Person; (j) all net liabilities or obligations under any interest rate, interest rate swap, interest rate cap, interest
rate floor, interest rate collar, or other agreement; and (k) all obligations of such Person under Financing Leases.


 


“Indemnified
Amounts” and “Indemnified Parties” shall have the meaning set forth in Article 27
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) of this
definition, 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 Underlying Mortgaged Property is located certifies or licenses appraisers,
is certified or licensed in such state, and in each such case, who has a minimum of five (5) years’ experience in the subject
property type.


 


“Independent
Director” shall mean an individual with at least three (3) years of employment experience serving as an independent
director or manager at the time of appointment who is provided by, and is in good standing with, 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 or managers or is not acceptable to the Rating
Agencies, another nationally recognized company reasonably approved by Buyer, in each case that is not an Affiliate of Seller and
that provides professional independent directors or managers and other corporate services in the ordinary course of its business,
and which individual is duly appointed as an independent director or manager of Seller and is not, and has never been, and will
not while serving as an independent director or manager of Seller be:



 

     11


     


    

  


(a)       a
member (other than an independent, non-economic “springing” member), partner, equityholder, manager, director, officer
or employee of Seller or Seller’s equityholders or Affiliates (other than as an independent director or manager of an Affiliate
of Seller that is not in the direct chain of ownership of Seller and that is required by a creditor to be a Single Purpose Entity,
provided that such independent director or manager is employed by a company that routinely provides professional independent
directors or managers in the ordinary course of business);


 


(b)       a
customer, creditor, supplier or service provider (including provider of professional services) to Seller or Seller’s equityholders
or Affiliates (other than a nationally-recognized company that routinely provides professional independent directors or managers
and other corporate services to Seller or Seller’s equityholders or Affiliates in the ordinary course of its business);


 


(c)       a
family member of any such member, partner, equityholder, manager, director, officer, employee, customer, creditor, supplier or
service provider; or


 


(d)       a
Person that controls or is under common control with (whether directly, indirectly or otherwise) any of (a), (b) or (c) above.


 


A natural person who
otherwise satisfies the foregoing definition other than subparagraph (a) by reason of being the independent director or manager
of a single purpose bankruptcy remote entity in the direct chain of ownership of Seller shall not be disqualified from serving
as an independent director or manager of Seller, provided that the fees that such individual earns from serving as independent
directors or managers of such Affiliates in any given year constitute in the aggregate less than five percent (5%) of such individual’s
annual income for that year.


 


“Investment
Company Act” shall have the meaning set forth in Article 9(b)(xv) of this Agreement.


 


“IPO Transaction”
shall mean any public offering involving the issuance of direct or indirect common equity interests in Guarantor or any Person
to which the assets of Guarantor are contributed, including pursuant to an “UPREIT” structure, on a nationally recognized
stock exchange in an underwritten primary public offering (other than a public offering pursuant to a registration statement on
Form S-4, S-8 or any other similar form) pursuant to an registration statement filed with and declared effective by the Securities
and Exchange Commission in accordance with the Securities Act of 1933 (whether alone or in connection with a secondary public offering). 


 


“IRS”
shall mean the United States Internal Revenue Service.


 


“Knowledge”
shall mean, with respect to any Person, the actual knowledge of such Person, which in turn shall mean, collectively, the actual
present knowledge (as distinguished from implied, imputed or constructive knowledge) of such Person’s employee or officer
that is in charge of asset management of a Purchased Asset and such Person’s investment committee members. “Known”,
 “Knowingly” or other variations of Knowledge shall have meanings correlative thereto.



 

     12


     


    

  


“LIBOR”
shall mean, with respect to each Pricing Rate Period, the offered rate for thirty (30) day U.S. dollar deposits, as the
applicable rate appears on Reuters Screen LIBOR01 Page (or any successor thereto) as of 11:00 a.m. (London time) on the Pricing
Rate Determination Date (rounded up to the nearest whole multiple of 1/100%); provided that if the applicable rate does not appear
on Reuters Screen LIBOR01 Page, the rate for such date will be based upon the offered rates of the Reference Banks for U.S. dollar
deposits as of 11:00 a.m. (London time) on such date. In such event, Buyer will request the principal London office of each
of the Reference Banks to provide a quotation of its rate. If on such date, two or more Reference Banks provide such offered quotations,
LIBOR shall be the arithmetic mean of all such offered quotations (rounded up to the nearest whole multiple of 1/100%). If on such
date, fewer than two Reference Banks provide such offered quotations, LIBOR shall be the higher of (i) LIBOR as determined
on the immediately preceding day that LIBOR is available and (ii) the Reserve Interest Rate. Notwithstanding anything to the
contrary, in no event shall LIBOR ever be less than the greater of: (x) zero percent (0%) and (y) the minimum rate set forth for
 “LIBOR,” “LIBO Rate,” or such similar term, pursuant to the Purchased Asset Documents for the related Purchased
Asset. Buyer’s computation of LIBOR shall be conclusive and binding on Seller for all purposes, absent manifest error.


 


“LIBOR
Rate” shall mean with respect to each Pricing Rate Period, pertaining to a Transaction, a rate per annum determined
in accordance with the following formula (rounded upward to the nearest 1/100th of 1%):


 


	LIBOR
	1 – Reserve Requirement


 


“Lien”
shall mean any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge
or other security interest or any preference, priority or other security agreement or preferential arrangement of any kind or nature
whatsoever (including, without limitation, any conditional sale or other title retention agreement and any Financing Lease having
substantially the same economic effect as any of the foregoing), and the filing of any financing statement under the UCC or comparable
law of any jurisdiction in respect of any of the foregoing.


 


“Manager”
shall mean Terra REIT Advisors, LLC, or any Affiliate of Terra REIT Advisors, LLC that is also an Affiliate of Guarantor, in each
case in its capacity as investment manager for Guarantor.


 


“Mandatory
Early Repurchase Date” shall have the meaning set forth in Article 3(f)(ii). 



 

     13


     


    

  


“Mandatory
Early Repurchase Event” shall mean, one or more of the following with respect to any Purchased Asset, in each case
as determined by Buyer in its sole discretion: (a)  a monetary or material non-monetary event of default has occurred and
is continuing beyond any applicable notice and cure period under the related Purchased Asset Documents, without regard to any waivers
or modifications of, or amendments to, the related loan documents or other asset documentation, other than those that were (x) disclosed
in writing to Buyer prior to the Purchase Date of the related Purchased Asset, or (y) consented to in writing by Buyer in
accordance with the terms of this Agreement, or (z) waivers of de minimis fees or costs of less than $25,000 or related to de minimis
reallocations of reserves, (b)  a material breach of the applicable representations and warranties set forth on Exhibit
V hereto (except as disclosed in a Requested Exceptions Report and as approved by Buyer in writing), (c) as to which
an Act of Insolvency shall have occurred with respect to the related Mortgagor, sponsor or guarantor with respect to such Purchased
Asset, (d) where any mortgagor, participant or co-lender having an interest in such Purchased Asset or any related Underlying Mortgaged
Property that is senior to, or pari passu with, in right of payment or priority with the rights of Buyer in such Purchased Asset
shall be delinquent beyond any applicable cure period in the payment of amounts due under the related loan documents, (e) as to
which an Act of Insolvency has occurred with respect to any mortgagee, participant, co-lender having an interest in such Purchased
Asset or any related Underlying Mortgaged Property that is senior to, or pari passu with, the rights of Buyer in such Purchased
Asset, (f) the related Purchased Asset File or any portion thereof is subject to a continuing 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, (g) such Purchased Asset has gone into special servicing, however so defined in any
applicable servicing, or pooling and servicing, agreement related to a securitization or similar transaction, or (h) such Purchased
Asset fails to qualify for “safe harbor” treatment as described in Article 23; provided that with respect
to any Mezzanine Loan, in addition to the foregoing, a Mandatory Early Repurchase Event with respect to such Mezzanine Loan shall
be deemed to have occurred to the extent that a Mandatory Early Repurchase Event would have occurred for the related Senior Mortgage
Loan.


 


“Margin
Amount” shall mean, with respect to any Purchased Asset, on any date of determination, (A) the Maximum Advance Rate
attributable to such Purchased Asset, multiplied by (B) the lesser of (i) the Market Value of such Purchased Asset as of such date,
and (ii) the outstanding principal balance of such Purchased Asset.


 


“Margin
Deficit” shall have the meaning set forth in the Fee Letter, which definition is incorporated herein by reference.


 


“Margin
Deficit Event” shall have the meaning set forth in the Fee Letter, which definition is incorporated herein by reference.


 


“Margin
Payment Date” shall have the meaning set forth in Article 4(a).


 


“Margin
Deficit Notice” shall have the meaning set forth in Article 4(a).


 


“Market
Disruption Event” shall mean either (a) any event or events shall have occurred in the determination of Buyer made
by Buyer with respect to all of its commercial real estate loan repurchase facilities resulting in the effective absence of a “repo
market” or related “lending market” for purchasing (subject to repurchase) or financing debt obligations secured
by commercial mortgage loans or securities, or 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, or (b) any event or events shall have occurred
resulting in the effective absence of a “securities market” for securities backed by Eligible Assets, including, but
not limited to the “CMBS/CDO/CLO market”, or an event or events shall have occurred resulting in Buyer not being able
to sell securities backed by Eligible Assets at prices which would have been reasonable prior to such event or events, in each
case as determined by Buyer.



 

     14


     


    

  


“Market
Value” shall mean, with respect to any Purchased Asset as of any relevant date, the lesser of (i) the price at which
such Purchased Asset may be sold in an arm’s length transaction to a third party (without regard to any unpaid Price Differential
that has accrued but it not yet due and payable), as determined by Buyer in its sole discretion, and (ii) the unpaid principal
balance of such Purchased Asset.


 


“Material
Adverse Effect” shall mean a material adverse effect on (a) the property, business, operations or financial condition
of Seller, Pledgor, or Guarantor, (b) the ability of Seller, Pledgor or Guarantor to perform its obligations under any of the Transaction
Documents, (c) the validity or enforceability of any of the Transaction Documents, or (d) the rights and remedies of Buyer under
any of the Transaction Documents.


 


“Materials
of Environmental Concern” shall mean any toxic mold, any petroleum (including, without limitation, crude oil or any
fraction thereof) or petroleum products (including, without limitation, gasoline) or any hazardous or toxic substances, materials
or wastes, defined as such in or regulated under any Environmental Law, including, without limitation, asbestos, polychlorinated
biphenyls, and urea-formaldehyde insulation.


 


“Maximum
Advance Rate” shall have the meaning set forth in the Fee Letter, which definition is incorporated herein by reference.


 


“Maximum
Buyer’s LTV” shall have the meaning set forth in the Fee Letter, which definition is incorporated herein by
reference.


 


“Maximum
Facility Amount” shall mean One Hundred Fifty Million Dollars ($150,000,000).


 


“Mezzanine
Borrower” shall mean the obligor on a Mezzanine Note, including any Person who has assumed or guaranteed the obligations
of the obligor thereunder.


 


“Mezzanine
Loans” shall mean performing loans secured by pledges of all of the equity interests in entities that own, directly
or indirectly, commercial properties that serve as collateral for Senior Mortgage Loans.


 


“Mezzanine
Note” shall mean the promissory note, if any, that was executed and delivered in connection with a Mezzanine Loan.


 


“Minimum
Aggregate Draw Fee” shall have the meaning set forth in the Fee Letter, which definition is incorporated herein by
reference.


 


“Minimum
Purchase Price Debt Yield” shall have the meaning set forth in the Fee Letter, which definition is incorporated
herein by reference. 



 

     15


     


    

 


“Monthly
Reporting Package” shall mean the reporting package described on Exhibit III-A.


 


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


 


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


 


“Mortgage
Note” shall mean a note or other evidence of indebtedness of a Mortgagor with respect to a Senior Mortgage Loan.


 


“Mortgaged
Property LTV” shall mean, with respect to any Purchased Asset, the ratio of the aggregate outstanding principal balance
of such Purchased Asset (which shall include such Purchased Asset and all debt senior to or pari passu with such Purchased
Asset) secured, directly or indirectly, by the related Underlying Mortgaged Property, to the aggregate “as-is” value
of such Underlying Mortgaged Property as determined by Buyer in its sole discretion based on an Appraisal provided by Seller.


 


“Mortgagor”
shall mean, with respect to a Senior Mortgage Loan, the obligor on a Mortgage Note and the grantor of the related Mortgage.


 


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


 


“New Asset”
shall mean an Eligible Asset that Seller proposes to be included as a Purchased Item which Eligible Asset has not yet become a
Purchased Asset.


 


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


 


“Originated
Asset” shall mean any Eligible Asset originated by Seller or an Affiliate of Seller.


 


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


 


“Other
Taxes” shall mean all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes
that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt
or perfection of a security interest under, or otherwise with respect to, any Transaction Document, except for (i) any such Taxes
or Other Connection Taxes imposed with respect to an assignment, transfer or sale of participation or other interest in or with
respect to the Transaction Documents (other than an assignment made pursuant to Article 14(m)), and (ii) for the
avoidance of doubt, any Excluded Taxes. 



 

     16


     


    

  


“Outside
Repurchase Date” shall mean December 12, 2020, as such date may be extended pursuant to Article 3(i).


 


“Outside
Repurchase Date Renewal Conditions” shall have the meaning set forth in Article 3(i) of this Agreement.


 


“Participant
Register” shall have the meaning set forth in Article 19(c) of this Agreement.


 


“Participants”
shall have the meaning set forth in Article 19(a) of this Agreement.


 


“Permitted
Encumbrances” shall mean, with respect to each Purchased Asset, (a) any lien or security interest created by this
Agreement and the other Transaction Documents, (b) all liens, encumbrances and other matters disclosed in the applicable Title
Policy, (c) liens, if any, for Taxes imposed by any Governmental Authority not yet due or delinquent, (d) leases, equipment leases,
or other similar instruments entered into in accordance with the Purchased Asset Documents, (e) mechanics’ liens, materialmen’s
liens and other recorded encumbrances which are being contested in accordance with the Purchased Asset Documents, bonded over,
escrowed for or insured against by the applicable Title Policy, and (f) liens and encumbrances incurred in accordance with the
terms of the Purchased Asset Documents.


 


“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 any other entity of whatever nature, or a Governmental
Authority.


 


“Plan”
shall mean an employee pension benefit plan (within the meaning of Section 3(2) of ERISA) established or maintained by Seller or
any ERISA Affiliate during the five year period ended prior to the date of this Agreement or to which Seller or any ERISA Affiliate
makes, is obligated to make or has, within the five year period ended prior to the date of this Agreement, been required to make
contributions and that is covered by Title IV of ERISA or Article 302 of ERISA or Article 412 of the Code, other than a Multiemployer
Plan.


 


“Plan Asset
Regulations” shall mean the regulations promulgated at 29 C.F.R. Section 2510.3-101, as modified by Section 3(42)
of ERISA.


 


“Plan Party”
shall have the meaning set forth in Article 22(a) of this Agreement.


 


“Pledge
and Security Agreement” shall mean that certain Pledge and Security Agreement, dated as of the date hereof, by Pledgor
in favor of Buyer, as the same may be amended, restated, supplemented, replaced or otherwise modified from time to time, pledging
all of Pledgor’s interest in the Capital Stock of Seller to Buyer.



 

     17


     


    

  


“Pledgor”
shall mean Terra Mortgage Portfolio I, LLC, a Delaware limited liability company.


 


“Pre-Existing
Asset” shall mean any Eligible Asset that is not an Originated Asset.


 


“Pre-Purchase
Due Diligence” shall have the meaning set forth in Article 3(b) hereof.


 


“Pre-Purchase
Legal Expenses” shall mean all of the reasonable and necessary out of pocket legal fees, costs and expenses incurred
by Buyer in connection with the Pre-Purchase Due Diligence associated with Buyer’s decision as to whether or not to enter
into a particular Transaction.


 


“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 Purchased Asset as of any date, the aggregate amount obtained by daily
application of the applicable Pricing Rate for such Purchased Asset to the outstanding Purchase Price of such Purchased Asset on
a 360-day-per-year basis for the actual number of days during each Pricing Rate Period commencing on (and including) the Purchase
Date for such Purchased Asset and ending on (but excluding) the date of determination (reduced by any amount of such Price Differential
previously paid by Seller to Buyer with respect to such Purchased Asset).


 


“Pricing
Rate” shall mean, for any Pricing Rate Period with respect to a Purchased Asset, an annual rate equal to (a) with
respect to a LIBOR Transaction, the sum of (i) LIBOR Rate (or such other period based upon the applicable Purchased Asset) and
(ii) the relevant Applicable Spread, (b) with respect to a Federal Funds Rate Transaction, the sum of (i) the Federal Funds Rate
plus (ii) the relevant Federal Funds Rate Applicable Spread and (c) with respect to a Substitute Rate Transaction, the sum of (i)
the Substitute Rate plus (ii) the relevant Substitute Rate Applicable Spread, provided that in no event shall such rate be less
than the Applicable Spread for the related Purchased Asset. The Pricing Rate shall be subject to adjustment and/or conversion as
provided in the Transaction Documents or the related Confirmation.


 


“Pricing
Rate Determination Date” shall mean with respect to any Transaction (i) with respect to the first Pricing Rate Period,
the related Purchase Date for such Purchased Asset and (ii) with respect to any subsequent Pricing Rate Period, the date that is
two (2) Business Days prior to the first (1st) day of such Pricing Rate Period.



 

     18


     


    

  


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


 


“Primary
Servicer” shall mean Trimont Real Estate Advisors, LLC, or any other primary servicer approved by, or in the case
of a termination of Primary Servicer pursuant to Article 29(c), appointed by Buyer, in each case in Buyer’s
sole discretion.


 


“Primary
Servicing Agreement” shall mean the Servicing Agreement by and among Buyer, Seller, and Primary Servicer dated as
of the date hereof and, if any other Primary Servicer is approved by Buyer in its sole discretion, any servicing agreement with
such other Primary Servicer in respect of the Purchased Assets, which agreement is approved by Buyer in its sole discretion.


 


“Principal
Payment” shall mean, with respect to any Purchased Asset, any scheduled or unscheduled payment or prepayment of principal
received in respect thereof (including net sale proceeds or casualty or condemnation proceeds to the extent that such proceeds
are not required under the related Purchased Asset Documents to be reserved, escrowed, readvanced or applied for the benefit of
the Mortgagor or the related Underlying Mortgaged Property).


 


“Prohibited
Investor” shall mean (1) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons
by the Office of Foreign Asset Control (“OFAC”), (2) any Person whose name appears on any list of terrorists,
terrorist organizations or narcotics traffickers maintained pursuant to and of the Rules and Regulations of OFAC that Buyer has
notified Seller in writing is now included in such list, (3) any Person whose name appears on any list similar to those described
in clauses (1) and (2) of this definition maintained by the United States Department of State, the United States Department of
Commerce or any other government authority or pursuant to any Executive Order of the President of the United States that Buyer
has notified Seller in writing is now included on such list, (4) any foreign shell bank, and (5) 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 (“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 FATF’s
list of Non-Cooperative Countries and Territories.


 


“Prohibited
Transferee” shall mean any of the Persons listed on Schedule I attached to this Agreement.


 


“Purchase
Agreement” shall mean any purchase agreement between Seller and any Transferor pursuant to which Seller purchased
or acquired an Asset that is subsequently sold to Buyer hereunder, which Purchase Agreement shall contain general market terms.



 

     19


     


    

  


“Purchase
Date” shall mean, with respect to any Purchased Asset, the date on which Buyer purchases such Purchased Asset from
Seller hereunder.


 


“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, adjusted after the Purchase Date as set forth below. The Purchase Price as of
the Purchase Date for any Purchased Asset shall be an amount (expressed in dollars) equal to the product obtained by multiplying
(i) the Market Value of such Purchased Asset by (ii) the Advance Rate for such Purchased Asset, as set forth on the related Confirmation.
The Purchase Price of any Purchased Asset shall be (a) decreased by (x) any amount of Margin Deficit transferred by Seller to Buyer
pursuant to Article 4(a) and applied to the Purchase Price of such Purchased Asset, (y) the portion of any Principal
Payments on such Purchased Asset that are applied pursuant to Article 5 hereof to reduce such Purchase Price and
(z) any other amounts paid to Buyer by Seller to reduce such Purchase Price and (b) increased by any Future Funding Advance or
by any other amounts disbursed by Buyer to Seller or to the related borrower on behalf of Seller with respect to such Purchased
Asset to the related borrower on behalf of Seller with respect to such Purchased Asset; provided, however, that notwithstanding
the foregoing, the Purchase Price with respect to any Mezzanine Loan shall not exceed Zero Dollars and No/100 ($0).


 


“Purchase
Price Debt Yield” shall mean, on any date with respect to any Purchased Asset, a fraction (expressed as a percentage)
(A) the numerator of which is the Underwritten Net Operating Income of the Underlying Mortgaged Property for such Purchased
Asset, as determined by Buyer in its sole discretion, and (B) the denominator of which is the outstanding Purchase Price of
such Purchased Asset on such date.


 


“Purchased
Asset” shall mean (i) with respect to any Transaction, the Eligible Asset 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 (other than Purchased Assets
that have been repurchased by Seller).


 


“Purchased
Asset Documents” shall mean, with respect to a Purchased Asset, the documents specified in Schedule II.


 


“Purchased
Asset File” shall mean, with respect to a Purchased Asset, 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 Schedule” shall mean a schedule of Purchased Assets attached to each Trust Receipt and Custodial Delivery Certificate
delivered in accordance with the Custodial Agreement.


 


“Purchased
Items” shall have the meaning set forth in Article 6(a) of this Agreement.


 


“Quarterly
Reporting Package” shall mean the reporting package described on Exhibit III-B.


 


“Rating
Agency” shall mean any of Fitch, Moody’s, S&P, DBRS, Inc. and Kroll Bond Rating Agency Inc.



 

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“Register”
shall have the meaning set forth in Article 19(b) of this Agreement.


 


“REIT”
means a “real estate investment trust” as defined in Sections 856 through 860 of the Code.


 


“Release
Letter” shall mean a letter substantially in the form of Exhibit XII hereto (or such other form as
may be acceptable to Buyer).


 


“Remittance
Date” shall mean the twentieth (20th) calendar day of each calendar month, or the immediately succeeding Business
Day, if such calendar day shall not be a Business Day, or such other day as is mutually agreed to by Seller and Buyer.


 


“Renewal
Fee” shall have the meaning set forth in the Fee Letter, which definition is incorporated herein by reference.


 


“Renewal
Period” shall have the meaning set forth in Article 3(i)(i) of this Agreement.


 


“Repurchase
Date” shall mean, with respect to a Purchased Asset, the earliest to occur of (i) the Outside Repurchase Date, (ii)
the date set forth in the applicable Confirmation or if such Transaction is extended, the date to which it is extended provided,
that the Repurchase Date shall not be extended beyond the Outside Repurchase Date; (iii) any Early Repurchase Date for such Transaction;
(iv) the Accelerated Repurchase Date, (v) any Mandatory Early Repurchase Date for such Transaction; and (vi) the date that is two
(2) Business Days prior to the maturity date of such Purchased Asset (subject to extension, if applicable, in accordance with the
related Purchased Asset Documents).


 


“Repurchase
Obligations” shall have the meaning set forth thereto in Article 6(a).


 


“Repurchase
Price” shall mean, with respect to any Purchased Asset as of any Repurchase Date or any date on which the Repurchase
Price is required to be determined hereunder, the price at which such Purchased Asset is to be transferred from Buyer to Seller;
such price will be determined in each case as the sum of the (i) outstanding Purchase Price of such Purchased Asset; (ii) the accreted
and unpaid Price Differential with respect to such Purchased Asset as of the date of such determination (other than, with respect
to calculations in connection with the determination of a Margin Deficit, accreted and unpaid Price Differential for the current
Pricing Rate Period); (iii) any other amounts due and owing by Seller to Buyer and its Affiliates pursuant to the terms of this
Agreement with respect to such Purchased Asset as of such date; and (iv) if such Repurchase Date is not a Remittance Date, any
Breakage Costs payable in connection with such repurchase other than with respect to the determination of a Margin Deficit.


 


“Requested
Exceptions Report” shall have the meaning set forth thereto in Article 3(c)(vii).


 


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



 

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“Reserve
Interest Rate” shall mean, with respect to any LIBOR determination date, the rate per annum that Buyer determines
to be either (i) the arithmetic mean (rounded to the nearest whole multiple of 1/100%) of the one-month or overnight U.S. dollar
lending rates (as applicable) which New York City banks selected by Buyer are quoting on the relevant LIBOR determination date
to the principal London offices of leading banks in the London interbank market or (ii) in the event that Buyer can determine no
such arithmetic mean, the lowest one-month or overnight U.S. dollar lending rate (as applicable) which New York City banks selected
by Buyer are quoting on such LIBOR determination date to leading European banks.


 


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


 


“Responsible
Officer” shall mean any executive officer of Seller or Guarantor, as the context may require.


 


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


 


“Sanctions”
shall have the meaning set forth in Article 9(b)(xxvii).


 


“SEC”
shall have the meaning set forth in Article 24(a) of this Agreement.


 


“Seller”
shall mean the entity identified as “Seller” in the Recitals hereto and such other sellers as may be approved by Buyer
in its sole discretion from time to time.


 


“Senior
Mortgage Loans” shall mean whole, performing senior commercial floating rate mortgage loans.


 


“Servicing
Agreement” shall have the meaning set forth in Article 29(b).


 


“Servicing
Records” shall have the meaning set forth in Article 29(b).


 


“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 and/or sub-service
the Purchased Assets; (ii) the right to receive compensation (whether direct or indirect) for such servicing and/or sub-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.


 


“Servicing
Tape” shall have the meaning specified in Exhibit III-B hereto.



 

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“Significant
Modification” shall mean (a) any extension (other than contracted for extensions in accordance with the terms of
any Purchased Asset Documents), amendment, waiver, termination, rescission, cancellation, release, subordination or other modification
to the monetary (other than waivers of de minimis fees or costs of less than $25,000 or de minimis reallocations of reserves) or
material non-monetary 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 except with respect to partial releases
of collateral expressly permitted by any Purchased Asset Documents without lender consent), (b) any sale, transfer, disposition
or any similar action with respect to any collateral for any Purchased Asset (except to the extent required under the Purchased
Asset Documents) or (c) the foreclosure or exercise of any material right or remedy by the holder of any Purchased Asset or Purchased
Asset Document.


 


With respect to any Purchased Asset that
is a Mezzanine Loan, any action that constitutes a Significant Modification with respect to the related Senior Mortgage Loan shall
constitute a Significant Modification with respect to such Purchased Asset.


 


“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 Article 12 of this Agreement.


 


“SIPA”
shall have the meaning set forth in Article 24(a) of this Agreement.


 


“Standby
Fee” shall have the meaning set forth in the Fee Letter, which definition is incorporated herein by reference.


 


“Subsidiary”
shall mean, as to any Person, a corporation, partnership or other entity of which shares of stock or other ownership interests
having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening
of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity
are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries,
or both, 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.


 


“Substitute
Rate” shall mean any published index now or hereafter generally adopted by Buyer as a replacement for LIBOR for variable
rate loans or repurchase facilities, as determined by Buyer in its sole discretion and applied by Buyer to other similarly situated
sellers under similar repurchase facilities with Buyer, provided that in no event shall such Substitute Rate ever be less than
zero percent.


 


“Substitute
Rate Applicable Spread” shall mean, in connection with the conversion of any Transaction to a Substitute Rate Transaction,
an amount equal to the difference (expressed as a number of basis points) between (a) the LIBOR Rate plus the Applicable Spread
on the date the LIBOR Rate was last applicable to the outstanding Transactions prior to such conversion and (b) the Substitute
Rate on the date that the LIBOR Rate was last applicable to the outstanding Transactions prior to such conversion; provided,
however, in no event shall such difference be a negative number.



 

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


 


“Supplemental
Price Differential” shall have the meaning set forth in the Fee Letter, which definition is incorporated herein by
reference.


 


“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.


 


“Table
Funding Fee” shall have the meaning set forth in the Fee Letter, which definition is incorporated herein by reference.


 


“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.


 


“Title
Company” shall mean a nationally-recognized title insurance company acceptable to Buyer.


 


“Title
Policy” shall mean an American Land Title Association (ALTA) lender’s title insurance policy or a comparable
form of lender’s title insurance policy (or escrow instructions binding on the Title Company and irrevocably obligating the
Title Company to issue such title insurance policy, a title policy commitment or pro-forma “marked up” at the closing
of the related Purchased Asset and countersigned by the Title Company or its authorized agent) as adopted in the applicable jurisdiction.


 


“Transaction”
shall mean a Transaction, as specified in Article 1 of this Agreement.


 


“Transaction
Documents” shall mean, collectively, this Agreement, any applicable Schedules, Exhibits and Annexes to this Agreement,
the Guarantee Agreement, the Custodial Agreement, each Servicing Agreement, the Depository Agreement, the Pledge and Security Agreement,
the Fee Letter, all Confirmations and assignment documentation executed pursuant to this Agreement in connection with specific
Transactions, each of the foregoing as may be amended, restated, supplemented or modified from time-to-time.


 


“Transferee”
shall have the meaning set forth in Article 19(a) hereof. 



 

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“Transferor”
shall mean the seller of an Asset under a Purchase Agreement that is not an Affiliate of Seller.


 


“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 have the meaning specified in Article 6(c) of this Agreement.


 


“Underlying
Mortgaged Property” shall mean: (i) in the case of a Senior Mortgage Loan, the real property securing such Senior
Mortgage Loan; and (ii) in the case of a Mezzanine Loan, the real property that is owned by the Person the equity of which is pledged
as collateral security for such Mezzanine Loan.


 


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


 


“Underwriting
Guidelines” shall mean the underwriting guidelines attached as Exhibit XVI hereto.


 


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


 


“Underwritten
Net Operating Income” shall mean, on any date with respect to any Purchased Asset, the underwritten net operating
income from the Underlying Mortgaged Property securing such Purchased Asset as of such date, as determined by Buyer in its sole
discretion based on information provided by Seller.


 


“U.S. Person”
means any Person that is a “United States person” as defined in Section 7701(a)(30) of the Code.


 


“USA Patriot
Act” shall have the meaning ascribed to such term in the definition of “Prescribed Laws”.


 


“U.S.
Tax Compliance Certificate” shall have the meaning set forth in Article 14(k)(B)(3) of this Agreement. 



 

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All references to articles,
schedules and exhibits are to articles, schedules and exhibits in or to this Agreement unless otherwise specified. The words “hereof,”
 “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement
as a whole and not to any particular provision of this Agreement. All accounting terms not specifically defined herein shall be
construed in accordance with generally accepted accounting principles. References to “good faith” in this Agreement
shall mean “honesty in fact in the conduct or transaction concerned”.


 


Article
3.

INITIATION; CONFIRMATION; TERMINATION; FEES


 


(a)          Conditions
Precedent to Initial Transaction. Buyer’s agreement to enter into the initial Transaction hereunder is subject to the
satisfaction, immediately prior to or concurrently with the making of such Transaction, of the condition precedent that Buyer has
received from Seller all of the following documents, each of which shall be satisfactory in form and substance to Buyer and its
counsel:


 


(i)        Transaction
Documents. The Transaction Documents duly executed by the parties thereto (including all exhibits thereto).


 


(ii)       Power
of Attorney. The power of attorney, duly executed by Seller, substantially in the form set forth on Exhibit IV
hereto.


 


(iii)      Consents.
Any and all consents and waivers of Seller applicable to Seller or to the Purchased Assets;


 


(iv)      Security
Interest. UCC financing statements for filing in each of the UCC filing jurisdictions described on Exhibit X
hereto, each naming Seller or Pledgor as applicable as “Debtor” and Buyer as “Secured Party” and adequately
describing as “Collateral”, with respect to Seller, as “all assets of Seller, whether now owned or existing or
hereafter acquired or arising” and, with respect to Pledgor, all of the items set forth in the definition of Collateral in
the Pledge and Security Agreement, together with any other documents necessary or requested by Buyer to perfect the security interests
granted by Seller in favor of Buyer under this Agreement or any other Transaction Document.


 


(v)       Underwriting
Guidelines. A certified copy of the Underwriting Guidelines, which shall be in form and substance satisfactory to Buyer.


 


(vi)      Opinions
of Counsel. Opinions of outside counsel to Seller, Pledgor and Guarantor, reasonably acceptable to Buyer (including, but not
limited to, those relating to enforceability, bankruptcy safe harbor, corporate matters, applicability of the Investment Company
Act of 1940 to Seller, Pledgor or Guarantor, and security interests).


 


(vii)     Organizational
Documents. Good standing certificates and certified copies of the certificate of incorporation, memorandum and articles of
association, charters and by-laws (or equivalent documents) of Seller, Pledgor and Guarantor and of all corporate or other authority
for Seller and Guarantor with respect to the execution, delivery and performance of the Transaction Documents and each other document
to be delivered by Seller and Guarantor from time to time in connection herewith (and Buyer may conclusively rely on such certificate
until it receives notice in writing from Seller to the contrary).



 

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(viii)    Fees
and Expenses. Buyer shall have received payment from Seller of an amount equal to the amount of actual costs and expenses,
including, without limitation, the reasonable fees and expenses of counsel to Buyer, incurred by Buyer in connection with the development,
preparation and execution of this Agreement, the other Transaction Documents and any other documents prepared in connection herewith
or therewith.


 


(ix)      Other
Documents. Such other documents, documentation and legal opinions as Buyer may reasonably require.


 


(b)          Due
Diligence Review. Buyer shall have the right to review, as described in Exhibit VI hereto, the Eligible Assets
that Seller proposes to sell to Buyer in any Transaction and to conduct its own due diligence investigation of such Eligible Assets
as Buyer determines (“Pre-Purchase Due Diligence”). Buyer shall be entitled to make a determination,
in the exercise of its sole discretion, that, in the case of a Transaction, it shall or shall not purchase any or all of the assets
proposed to be sold to Buyer by Seller. Buyer shall inform Seller of its approval of the deliverables required in accordance with
Exhibit VI attached hereto. On the Purchase Date for the Transaction, which shall occur upon Buyer’s and Seller’s
execution of a Confirmation with respect to an Eligible Asset, the Eligible Assets shall be transferred to Buyer against the transfer
of the Purchase Price to an account of Seller. Upon the approval by Buyer of a particular proposed Transaction, Buyer shall deliver
to Seller a signed copy of the related Confirmation described in clause 3(c)(v) below, on or before the scheduled Purchase
Date of the underlying proposed Transaction, which shall serve as evidence that all conditions relating to the proposed Transactions
(as set forth in Article 3(a) or 3(c) or Exhibit VI, or elsewhere, as applicable) have
been satisfied or waived by Buyer.


 


(c)          Conditions
Precedent to all Transactions. Buyer’s agreement to enter into each Transaction (including the initial Transaction) shall
be determined in Buyer’s sole discretion and is otherwise subject to the satisfaction of the following further conditions
precedent, both immediately prior to entering into such Transaction and also after giving effect to the consummation thereof and
the intended use of the proceeds of the sale:


 


(i)        Seller
shall give Buyer no less than ten (10) Business Days’ prior written notice of each Transaction (including the initial Transaction),
which notice shall describe the terms of the Transaction and the Purchased Assets;


 


(ii)       The
sum of (A) the unpaid Purchase Price for all prior outstanding Transactions and (B) the requested Purchase Price for the pending
Transaction, in each case, shall not exceed the Maximum Facility Amount;


 


(iii)      No
Market Disruption Event has occurred and is continuing, no Margin Deficit shall exist, and no default or Event of Default has occurred
and is continuing under this Agreement or any other Transaction Document;



 

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(iv)     No
circumstance shall exist or event have occurred resulting in a Material Adverse Effect with respect to Seller, Pledgor, or Guarantor;


 


(v)      Seller
and Buyer shall have executed a Confirmation for such proposed Transaction;


 


(vi)     Buyer
shall have (i) determined, in its sole discretion, that the Asset proposed to be sold to Buyer by Seller in such Transaction is
an Eligible Asset, (ii) satisfactorily completed its “Know Your Customer” and OFAC diligence (as to the related Mortgagor,
guarantor and all other related parties, as determined by Buyer), (iii) determined conformity to the terms of the Transaction Documents
and Buyer’s internal credit and underwriting criteria, and (iv) obtained internal credit approval, to be granted or denied
in Buyer’s sole discretion, for the inclusion of such Eligible Asset as a Purchased Asset in a Transaction, without regard
for any prior credit decisions by Buyer or any Affiliate of Buyer, and with the understanding that Buyer shall have the absolute
right to change any or all of its internal underwriting criteria at any time, without notice of any kind to Seller;


 


(vii)    Seller
shall have delivered to Buyer a list of all exceptions to the representations and warranties relating to the Eligible Asset and
any other eligibility criteria for such Eligible Asset (the “Requested Exceptions Report”);


 


(viii)   both
immediately prior to the requested Transaction and also after giving effect thereto and to the intended use thereof, the representations
and warranties made by Seller in each of Exhibit V and Article 9 shall be true, correct and complete
on and as of such Purchase Date in all respects with the same force and effect as if made on and as of such date (or, if any such
representation or warranty is expressly stated to have been made as of a specific date, as of such specific date), subject to such
exceptions specified in any Requested Exceptions Report that has been approved by Buyer;


 


(ix)      subject
to Buyer’s right to perform one or more due diligence reviews pursuant to Article 28, Buyer shall have completed
its due diligence review of the Purchased Asset File, and such other documents, records, agreements, instruments, mortgaged properties
or information relating to such Purchased Asset as Buyer in its sole discretion deems appropriate to review, including, without
limitation, all external legal due diligence any due diligence relating to lending licensing requirements which may impact Buyer,
and such review shall be satisfactory to Buyer in its sole discretion;


 


(x)       with
respect to any Eligible Asset to be purchased hereunder on the related Purchase Date that is not primarily serviced by the Primary
Servicer, Seller shall have provided to Buyer a copy of the related Servicing Agreement, certified as a true, correct and complete
copy of the original, fully executed by Seller and the servicer named in the related Servicing Agreement;


 


(xi)      Seller
shall have directed Servicer to remit all payments into the Depository Account and to service such payments in accordance with
the provisions of this Agreement;



 

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(xii)     Seller
shall have paid to Buyer all amounts that are due and payable under this Agreement at the time of such Transaction, including,
without limitation, any increased costs that are imposed on Seller pursuant to Article 14, all reasonable legal fees
and expenses of outside counsel and the reasonable out-of-pocket costs and expenses actually incurred by Buyer in connection with
the entering into of any Transaction hereunder, including, without limitation, costs associated with due diligence, recording or
other administrative expenses necessary or incidental to the execution of any Transaction hereunder, which amounts, at Buyer’s
option, may be withheld from the sale proceeds of any Transaction hereunder;


 


(xiii)    Buyer
shall have reasonably 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
applicable to Buyer has not made it unlawful or impracticable, and no Governmental Authority shall have asserted that it is unlawful,
for Buyer to enter into the Transaction;


 


(xiv)    Seller
shall have taken such other action as Buyer shall have reasonably requested in order to transfer the Purchased Assets pursuant
to this Agreement and to perfect all security interests granted under this Agreement or any other Transaction Document in favor
of Buyer with respect to the Purchased Assets;


 


(xv)     If
such Eligible Asset was acquired by Seller from a Person that is not an Affiliate of Seller, Seller shall have disclosed to Buyer
the acquisition cost of such Eligible Asset (including therein reasonable supporting documentation required by Buyer, if any);


 


(xvi)    Buyer
shall have received all such other and further documents, documentation and legal opinions as Buyer in its reasonable discretion
shall reasonably require;


 


(xvii)   Buyer
shall have received (i) other than with respect to a Table Funded Purchased Asset, from Custodian on each Purchase Date an Asset
Schedule and Exception Report (as defined in the Custodial Agreement) with respect to each Purchased Asset, dated the Purchase
Date, duly completed and with exceptions acceptable to Buyer in its sole discretion in respect of Eligible Assets to be purchased
hereunder on such Business Day; or (ii) a Bailee Letter from an Acceptable Attorney identifying the applicable Release Letter being
held on behalf of Buyer;


 


(xviii)  Unless
waived by Buyer in its sole discretion, as of the applicable Purchase Date for such Eligible Asset, the Transaction would not cause
the Purchase Price of the applicable Eligible Asset or the aggregate Purchase Price of all Purchased Assets after giving effect
to the applicable Transaction, in either such case, to violate any Concentration Limit;


 


(xix)     Unless
waived by Buyer in its sole discretion, the Advance Rate relating to such Eligible Asset shall not exceed the Maximum Advance Rate
and the Buyer’s LTV for such Eligible Asset shall be no greater than fifty-five (55%) as of the applicable Purchase Date;



 

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(xx)      Buyer
shall have received from Seller the Draw Fee related to such Eligible Asset in accordance with the terms and provisions of the
Fee Letter; and


 


(xxi)     With
respect to any Eligible Asset to be purchased hereunder on the related Purchase Date that is a Mezzanine Loan, where the servicer
of the Senior Mortgage Loan is not the Primary Servicer, Seller shall have provided to Buyer a copy of the related Servicing Agreement,
certified as a true, correct and complete copy of the original, together with a Servicer Notice, fully executed by Seller and such
servicer.


 


(d)         Transfer
of Purchased Assets; Servicing Rights. Upon the satisfaction of all conditions set forth in Articles 3(a), 3(b)
and 3(c), Seller shall sell, transfer, convey and assign to Buyer on a servicing released basis all of Seller’s
right, title and interest in and to each Purchased Asset, together with all related Servicing Rights, and Buyer shall pay the Purchase
Price to an account of Seller. To the extent any additional limited liability company is formed by division of Seller (and without
prejudice to Article 10(b)), Seller shall cause any such additional limited liability company to sell, transfer,
convey and assign to Buyer on a servicing released basis all of such additional limited liability company’s right, title
and interest in and to the Purchased Asset, together with all related Servicing Rights in the same manner and to the same extent
as the sale, transfer, conveyance and assignment by Seller on the Closing Date of all of Seller’s right, title and interest
in and to the Purchased Asset, together with all related Servicing Rights. With respect to any Transaction, the Pricing Rate shall
be determined initially on the Pricing Rate Determination Date applicable to the first Pricing Rate Period for such Transaction
and shall be reset on the Pricing Rate Determination Date for each of the next succeeding Pricing Rate Periods for such Transaction.
Buyer or its agent shall determine in accordance with the terms of this Agreement the Pricing Rate on each Pricing Rate Determination
Date for the related Pricing Rate Period in Buyer’s sole discretion, and notify Seller of such rate for such period each
such Pricing Rate Determination Date.


 


(e)          Confirmation.
Each Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction covered thereby.
In the event of any conflict between the terms of such Confirmation and the terms of this Agreement with respect to a particular
Transaction, the Confirmation shall prevail.


 


(f)           Early
Repurchase Date; Mandatory Repurchases.


 


(i)          Seller
shall be entitled to terminate a Transaction on demand and repurchase the Purchased Asset subject to a Transaction on any Business
Day prior to the Repurchase Date (an “Early Repurchase Date”) upon satisfaction of the following conditions:


 


(A)         No
later than two (2) Business Days prior to the proposed Early Repurchase Date, Seller notifies Buyer in writing of its intent to
terminate such Transaction and repurchase such Purchased Asset, setting forth the proposed Early Repurchase Date and identifying
with particularity the Purchased Asset to be repurchased on such Early Repurchase Date,



 

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(B)         on
such Early Repurchase Date, Seller pays to Buyer an amount equal to the sum of (x) the Repurchase Price for the applicable Purchased
Asset, (y) any other amounts due and payable under this Agreement (including, without limitation, Article 14(f) of
this Agreement) with respect to such Purchased Asset against transfer to Seller or its agent of the Purchased Assets,


 


(C)         no
Default, Event of Default or Margin Deficit (unless cured by the related repurchase in accordance with the terms and provisions
of the Transaction Documents) shall be continuing or would occur or result from such early repurchase;


 


(D)         on
such Early Repurchase Date, Seller pays any Exit Fee which may be due and payable in connection with the repurchase of such Purchased
Asset in accordance with the terms and conditions of the Fee Letter.


 


(ii)          No
repurchase in whole or in part, and no partial reduction of the Purchase Price of any Purchased Asset that is a Senior Mortgage
Loan may be made unless the Purchased Asset that is the related Mezzanine Loan (if any) is also repurchased in whole. If any repurchase
of a Purchased Asset that is a Senior Mortgage Loan is required pursuant to this Article 3(f), Seller shall also
repurchase the related Mezzanine Loan (if any) in full.


 


(iii)         In
addition to any other rights and remedies of Buyer under any Transaction Document, upon the occurrence of a Mandatory Early Repurchase
Event, Seller shall, in accordance with the procedures set forth in Article 3(f)(i)(B)-(D), and Article 3(h),
repurchase the applicable Purchased Asset on the applicable date described in the following sentence. Seller shall perform its
repurchase obligations under this Article 3(f)(iii) as follows: (A) within two (2) Business Days after Seller’s
Knowledge of the occurrence of such Mandatory Early Repurchase Event, Seller shall notify Buyer of such Mandatory Early Repurchase
Event, and (B) within two (2) Business Days after Buyer’s receipt of Seller’s notice in accordance with the preceding
clause (A) (the “Mandatory Early Repurchase Date”), Seller shall make a payment to Buyer of all of Seller’s
available cash on hand, up to a maximum payment amount equal to the total amount required to complete the repurchase of the applicable
Purchased Asset, provided that, if Seller does not have sufficient available cash on hand to complete the repurchase of
the applicable Purchased Asset as required hereunder, then Seller shall: (1) make a payment to Buyer of all available cash on hand,
(2) on or before the Mandatory Early Repurchase Date, communicate to Buyer Seller’s plan for funding the balance required
to complete the repurchase of the applicable Purchased Asset, which plan shall be subject to Buyer’s approval in its sole
discretion, and (3) provided that Buyer has approved of Seller’s plan for funding the balance, fund the balance on or before
the date that is three (3) Business Days after the Mandatory Early Repurchase Date.



 

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(g)          Indemnification.
Seller shall indemnify Buyer and hold Buyer harmless from any actual out-of-pocket loss, cost or expense (including, without limitation,
attorneys’ fees and disbursements of outside counsel) that Buyer may sustain or incur as a consequence of (i) default by
Seller in repurchasing any Purchased Asset on the proposed Early Repurchase Date, after Seller has given written notice in accordance
with Article 3(f), (ii) any payment of the Repurchase Price on any day other than a Remittance Date, including Breakage
Costs, (iii) a default by Seller in selling Eligible Assets after Seller has notified Buyer of a proposed Transaction and Buyer
has agreed in writing to purchase such Eligible Assets in accordance with the provisions of this Agreement, (iv) Buyer’s
enforcement of the terms of any of the Transaction Documents, (v) any actions taken to perfect or continue any Lien created under
any Transaction Documents, and/or (vi) Buyer entering into any of the Transaction Documents or owning any Purchased Item. A certificate
as to such costs, losses, damages and expenses, setting forth the calculations therefor shall be submitted promptly by Buyer to
Seller in writing and shall be prima facie evidence of the information set forth therein, absent manifest error.


 


(h)          Repurchase.
On the Repurchase Date for any Transaction, termination of the Transaction will be effected by transfer to Seller or its agent
of the Purchased Assets being repurchased 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 Article 5 of this Agreement) against the simultaneous payment
of the Repurchase Price to an account of Buyer.


 


(i)           Outside
Repurchase Date. This Agreement shall terminate on the Outside Repurchase Date.


 


(i)          Notwithstanding
the definition of Outside Repurchase Date herein, upon written request of Seller prior to the then current Outside Repurchase Date,
provided that all of the conditions listed in clause (ii) below (collectively, the “Outside Repurchase Date
Renewal Conditions”) shall have been satisfied, Seller may extend the Outside Repurchase Date for one (1) additional
one-year period (a “Renewal Period”) by giving notice to Buyer of such extension.


 


(ii)          For
purposes of this Article 3(i), the Outside Repurchase Date Renewal Conditions shall have been satisfied if:


 


(A)         Seller
shall have given Buyer written notice of Seller’s request to extend the Outside Repurchase Date not less than thirty (30)
calendar days prior, and no more than one hundred eighty (180) calendar days prior to the Outside Repurchase Date;


 


(B)         Seller
shall have paid to Buyer the Renewal Fee in accordance with the terms and provisions of the Fee Letter;


 


(C)         no
Material Adverse Effect, Margin Deficit, monetary Default, material non-monetary Default, or Event of Default under this Agreement
shall have occurred and be continuing as of the date notice is given and as of the date of the originally scheduled Outside Repurchase
Date;


 


(D)         Seller
shall have paid to Buyer the Minimum Aggregate Draw Fee.



 

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(j)           Future
Funding Advance. (i) Subject to Article 4, at any time prior to the Repurchase Date, in the event a future funding
is made or is to be made by Seller pursuant to the Purchased Asset Documents for a Purchased Asset, Seller may submit to Buyer
a request that Buyer transfer cash to Seller in an amount not to exceed the Maximum Advance Rate multiplied by the amount of such
future funding (a “Future Funding Advance”), which Future Funding Advance shall increase the outstanding
Purchase Price for such Purchased Asset; provided, however, that Seller may only submit a request for a Future Funding
Advance one (1) time per calendar month per Purchased Asset. Buyer’s agreement to make any Future Funding Advance shall be
in Buyer’s sole discretion and in any case is subject to the satisfaction of the following conditions precedent, both immediately
prior to making such Future Funding Advance and also after giving effect to the consummation thereof:


 


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


 


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


 


(C)         the
Future Funding Advance would not cause the Purchase Price of the applicable Purchased Asset or the aggregate Purchase Price of
all Purchased Assets, in either such case, to violate any Concentration Limit;


 


(D)         the
amount of the Future Funding Advance is no less than $1,000,000 (except the final advance with respect to a subject Purchased Asset);


 


(E)         Seller
shall have demonstrated to Buyer’s satisfaction that all conditions to the future funding under the Purchased Asset Documents
have been satisfied; and


 


(F)         Buyer
shall have satisfactorily completed all applicable credit approval requirements and the Future Funding Due Diligence.


 


(ii)          Buyer
shall have the right, as described in Exhibit XVI, to conduct an additional due diligence investigation of the related
Purchased Asset as Buyer determines in its sole discretion (“Future Funding Due Diligence”).


 


(iii)         On
the Future Funding Date, which shall occur following the final approval of the Future Funding Advance, Buyer shall transfer cash
to Seller as provided in this Article 3(j) (and in accordance with the wire instructions provided by Seller in such
request). Upon approval by Buyer of a particular Future Funding Advance pursuant to this Article 3(j), Buyer and
Seller shall modify the existing Confirmation for the applicable Transaction to set forth the Future Funding Date, the new Advance
Rate, the outstanding Purchase Price and Buyer’s LTV for such Purchased Asset and any other modifications to the terms set
forth on the existing Confirmation.


 


(iv)         Notwithstanding
anything to the contrary herein, Buyer shall not be obligated to make any Future Funding Advance.



 

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Article
4.

MARGIN MAINTENANCE


 


(a)        Buyer
may, at its option in its sole discretion in accordance with the last sentence of this Article 4(a), determine if
a Margin Deficit Event has occurred, at any time and from time to time. If a Margin Deficit Event then exists that results in a
Margin Deficit, then Buyer may by notice to Seller in the form of Exhibit VII (a “Margin Deficit Notice”)
require Seller to make a cash payment in reduction of the outstanding Purchase Price for such Purchased Asset such that, after
giving effect to such payment, no Margin Deficit shall exist with respect to the related Purchased Asset. Seller shall perform
its payment obligations under this Article 4(a) as follows: within two (2) Business Days after Seller’s receipt
of the Margin Deficit Notice from Buyer (the “Margin Payment Date”), Seller shall make a payment to Buyer
of all of Seller’s available cash on hand, up to a maximum payment amount equal to the total amount required to be paid by
Seller to cure the Margin Deficit with respect to the applicable Purchased Asset, provided that, if Seller does not have
sufficient available cash on hand to completely cure such Margin Deficit as required under the second sentence of this Article
4(a), then Seller shall: (A) make a payment to Buyer of all available cash on hand, (B) on or before the Margin Payment
Date, communicate to Buyer Seller’s plan for funding the balance required to completely cure such Margin Deficit as required
under the second sentence of this Article 4(a), which plan shall be subject to Buyer’s approval in its sole
discretion, and (C) provided that Buyer has approved of Seller’s plan for funding the balance, fund the balance on or before
the date that is three (3) Business Days after the Margin Payment Date. In making any determination that a Margin Deficit Event
has occurred, Buyer shall utilize substantially similar methodologies to those that Buyer utilizes under similar repurchase facilities
with similarly-situated sellers and the purchased assets under such repurchase facilities.


 


(b)       The
failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions
to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller and Buyer each agree that a failure
or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise
existing by law or in any way create additional rights for Seller.


 


Article
5.

INCOME PAYMENTS AND PRINCIPAL PAYMENTS


 


(a)       The
Depository Account shall be established at the Depository and shall be subject to the Depository Agreement which shall be executed
and delivered concurrently with the execution and delivery of this Agreement. Pursuant to the Depository Agreement, Buyer shall
have sole dominion and control over the Depository Account. Seller shall cause all Income in respect of the Purchased Assets, as
well as any interest received from the reinvestment of such Income, to be deposited into the Depository Account. In furtherance
of the foregoing, Seller shall cause Primary Servicer to remit to the Depository Account all Income received in respect of the
Purchased Assets within two (2) Business Days of receipt of properly identified and available funds. All Income in respect of the
Purchased Assets shall be deposited directly into, or, if applicable, remitted directly from the applicable underlying collection
account to, the Depository Account.



 

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(i)       If
a Mortgagor, servicer, paying agent, or similar Person with respect to the Purchased Asset remits any Income or other amounts with
respect to a Purchased Asset to Seller or any Affiliate of Seller rather than directly to Primary Servicer, Seller shall, or shall
cause such Affiliate to, (A) deliver a re-direction letter in form and substance reasonably acceptable to Buyer to the applicable
Mortgagor, servicer, paying agent, or similar Person with respect to the Purchased Asset and make other commercially reasonable
efforts to cause such Mortgagor, servicer, paying agent, or similar Person with respect to the Purchased Asset to remit such amounts
directly to the Primary Servicer and (B) deposit in the Depository Account any such amounts within one (1) Business Day of Seller’s
(or its Affiliate’s) receipt thereof.


 


(b)          So
long as no Event of Default shall have occurred and be continuing, all Income on deposit in the Depository Account in respect of
the Purchased Assets during each Collection Period shall be applied on the related Remittance Date as follows, and all unscheduled
Principal Payments on deposit in the Depository Account at any time shall be applied on or before the second (2nd) day immediately
following the date any such unscheduled Principal Payment was deposited in the Depository Account as follows:


 


(i)         first,
(a) to Custodian for the payment of the fees payable to Custodian pursuant to the Custodial Agreement, then (b) to the Depository
pursuant to the Depository Agreement and then (c) to the Servicer for payment of the fees payable and other amounts owing to Servicer
pursuant to the Servicing Agreement (to the extent not withheld from Income deposited into the Depository Account);


 


(ii)       second,
to Buyer, an amount equal to any other amounts then due and payable to Buyer or its Affiliates under any Transaction Document (including
any accrued and unpaid Price Differential with respect to the Purchased Assets, and outstanding Margin Deficits); and


 


(iii)      third,
if a Principal Payment in respect of any Purchased Asset was received, to Buyer an amount equal to the product of the amount of
such Principal Payment, multiplied by the applicable Advance Rate, to be paid to Buyer and applied by Buyer to reduce the
Purchase Price of such Purchased Asset; and


 


(iv)      fourth,
to Seller, the remainder, if any.


 


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


 


(c)          If
an Event of Default shall have occurred and be continuing, all Income (including, without limitation, any Principal Payments or
any other amounts received, without regard to their source) on deposit in the Depository Account in respect of the Purchased Assets
shall be applied as determined in Buyer’s sole discretion pursuant to Article 13(b)(iii).


 


(d)          If
the amounts remitted to Buyer as provided in Articles 5(b) and 5(c) are insufficient to pay all amounts
due and payable from Seller to Buyer under this Agreement or any Transaction Document, whether due to the occurrence of an Event
of Default or otherwise, Seller shall remain liable to Buyer for payment of all such amounts and shall pay such amounts when due.



 

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Article
6.

SECURITY INTEREST


 


(a)          Buyer
and Seller intend that the Transactions hereunder be sales to Buyer of the Purchased Assets and not loans from Buyer to Seller
secured by the Purchased Assets. However, in order to preserve Buyer’s rights under this Agreement in the event that a court
or other forum recharacterizes the Transactions hereunder as loans and as security for the performance by Seller of all of Seller’s
obligations to Buyer under the Transaction Documents and the Transactions entered into hereunder, or in the event that a transfer
of a Purchased Asset is otherwise ineffective to effect an outright transfer of such Purchased Asset to Buyer, Seller hereby assigns,
pledges and grants a security interest in all of its right, title and interest in, to and under the Purchased Items (as defined
below) to Buyer to secure the payment of the Repurchase Price on all Transactions to which Seller is a party and all other amounts
owing by Seller to Buyer hereunder, including, without limitation, amounts owing pursuant to Article 27, and under
the other Transaction Documents, and to secure the obligation of Seller or its designee to service the Purchased Assets in conformity
with Article 29 and any other obligation of Seller to Buyer under the Transaction Documents and the Transactions
entered into hereunder (collectively, the “Repurchase Obligations”). Seller hereby acknowledges and agrees
that each Purchased Asset serves as collateral for Buyer under this Agreement and that Buyer has the right, upon the occurrence
and continuance of an Event of Default, to realize on any or all of the Purchased Assets in order to satisfy the Seller’s
obligations hereunder. Seller agrees to update internal registers, books and records (including, without limitation, to mark its
computer records and tapes) to reflect and evidence the interests granted to Buyer hereunder. All of Seller’s right, title
and interest in, to and under each of the following items of property, whether now owned or hereafter acquired, now existing or
hereafter created and wherever located, is hereinafter referred to as the “Purchased Items”:


 


(i)        the
Purchased Assets and all “securities accounts” (as defined in Section 8-501(a) of the UCC) to which any or all
of the Purchased Assets are credited;


 


(ii)       any
cash or cash equivalents delivered to Buyer in accordance with Article 4(a).


 


(iii)      the
Purchased Asset Documents, Servicing Agreements, Servicing Records, Servicing Rights, all servicing fees relating to the Purchased
Assets, insurance policies relating to the Purchased Assets, and collection and escrow accounts and letters of credit relating
to the Purchased Assets;


 


(iv)     all
 “general intangibles”, “accounts”, “chattel paper”, “investment property”, “instruments”,
 “securities accounts” and “deposit accounts”, each as defined in the UCC, relating to or constituting any
and all of the foregoing;



 

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(v)       any
other items, amounts, rights or properties transferred or pledged by Seller to Buyer under any of the Transaction Documents; and


 


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


 


(b)          Intentionally
omitted.


 


(c)          The
security interest of Buyer in the Purchased Items shall terminate only upon termination of Seller’s obligations under this
Agreement, and the documents delivered in connection herewith and therewith and the other Transaction Documents, including, for
the avoidance of doubt, Seller repurchasing each Purchased Asset. For the avoidance of doubt, Buyer’s security interest in
the Purchased Items shall not terminate upon Buyer’s determination of the Market Value of any Purchased Asset to be zero.
Upon such termination, Buyer shall (i) deliver to Seller such UCC termination statements and other release documents as may be
commercially reasonable, (ii) return the Purchased Assets to Seller and reconvey the Purchased Items to Seller, and (iii) release
its security interest in the Purchased Items. For purposes of the grant of the security interest pursuant to this Article
6, this Agreement shall be deemed to constitute a security agreement under the New York Uniform Commercial Code (the “UCC”).
Buyer shall have all of the rights and may exercise all of the remedies of a secured creditor under the UCC. In furtherance of
the foregoing, (A) Buyer, at Seller’s sole cost and expense, as applicable, shall cause to be filed in such locations as
may be necessary to perfect and maintain perfection and priority of the security interest granted hereby, UCC financing statements
and continuation statements (collectively, “Filings”), and shall forward copies of such Filings to Seller
upon completion thereof, and (B) Seller shall from time to time take such further actions as may be reasonably requested by Buyer
to maintain and continue the perfection and priority of the security interest granted hereby (including marking its records and
files to evidence the interests granted to Buyer hereunder). Seller hereby authorizes Buyer to file a UCC financing statement naming
Seller as debtor and Buyer as secured party and describing the collateral covered thereby as “all Purchased Items, as defined
under that certain Uncommitted Master Repurchase and Securities Contract Agreement dated as of December 12, 2018 by and between
Debtor and Secured Party, now owned or hereafter acquired”.


 


(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 Depository 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 Depository Account.


 


Article
7.

PAYMENT, TRANSFER AND CUSTODY


 


(a)          On
the Purchase Date for each Transaction, (i) ownership of the Purchased Asset shall be transferred to Buyer or its designee
(including any Custodian) against the simultaneous payment of the Purchase Price in immediately available funds to an account of
Seller or an Acceptable Attorney pursuant to an escrow letter or other undertaking approved by Buyer, in its sole discretion specified
in the Confirmation relating to such Transaction and (ii) Seller hereby sells, transfers, conveys and assigns to Buyer on
a servicing-released basis all of Seller’s right, title and interest in and to such Purchased Asset, together with all related
Servicing Rights. Subject to this Agreement, Seller may sell to Buyer, repurchase from Buyer and re-sell Eligible Assets to Buyer,
but may not substitute other Eligible Assets for Purchased Assets.



 

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(b)          Seller
shall:


 


(i)        with
respect to each Purchased Asset that is not a Table Funded Purchased Asset, (A) not later than 1:00 p.m. (New York time) on the
Business Day prior to the related Purchase Date, deliver and release to Custodian (with a copy to Buyer), the Purchased Asset Documents
together with any other documentation in respect of such Purchased Asset requested by Buyer, in Buyer’s sole discretion,
and (B) on the Purchase Date, cause Custodian to deliver a Trust Receipt confirming receipt of such Purchased Asset Documents;
and


 


(ii)       with
respect to each Table Funded Purchased Asset, (A) not later than 1:00 p.m. (New York time) on the Purchase Date, deliver or cause
Bailee to deliver to Buyer, by electronic transmission, a true and complete copy of the related Mortgage Note with assignment in
blank, loan agreement, Mortgage, Title Policy and executed Bailee Agreement, (B) not later than 1:00 p.m. (New York time) on the
third (3rd) Business Day following the Purchase Date, deliver or cause Bailee to deliver and release to Custodian (with a copy
to Buyer), the Purchased Asset Documents and any other documentation in respect of such Purchased Asset requested by Buyer, in
its sole discretion, (C) not later than two (2) Business Days following receipt of such Purchased Asset Documents by Custodian,
cause Custodian to deliver a Trust Receipt confirming such receipt, and (D) on or prior to the Purchase Date, pay to Buyer the
Table Funding Fee;


 


provided
that if Seller cannot deliver, or cause to be delivered, any of the original Purchased Asset Documents required to be delivered
as originals (excluding the Mortgage Note and the Assignment of Mortgage, originals of which must be delivered at the time required
under the provisions above), Seller shall deliver a photocopy thereof and an officer’s certificate of Seller certifying that
such copy represents a true and correct copy of the original and shall use its best efforts to obtain and deliver such 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 best efforts to obtain the original). After the expiration of such best efforts period, Seller shall deliver
to Buyer a certification that states, despite Seller’s best efforts, Seller was unable to obtain such original document,
and thereafter Seller shall have no further obligation to deliver the related original document.



 

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(c)          From
time to time, Seller shall forward to Buyer and to Custodian additional copies of, originals of, 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 in accordance with the Custodial Agreement. With
respect to all of the Purchased Assets delivered by Seller to Buyer, its designee (including Custodian), or the Acceptable Attorney,
as the case may be, Seller shall have executed and delivered to Buyer the omnibus power of attorney substantially in the form of
Exhibit IV attached hereto irrevocably appointing Buyer its attorney in fact with full power, if an Event of Default
has occurred and is continuing, to (i) complete the endorsements of the Purchased Assets, including without limitation the Mortgage
Notes, Assignments of Mortgages, and any transfer documents related thereto, (ii) record the Assignments of Mortgages, (iii) prepare
and file and record each assignment of mortgage, (iv) take any action (including exercising voting and/or consent rights) with
respect to intercreditor agreements, co-lender agreements, recognition agreements or participation agreements, (v) complete the
preparation and filing, in form and substance satisfactory to Buyer, of such financing statements, continuation statements, and
other UCC forms, as Buyer may from time to time, reasonably consider necessary to create, perfect, and preserve Buyer’s security
interest in the Purchased Assets, (vi) enforce Seller’s rights under the Purchased Assets purchased by Buyer pursuant
to this Agreement and to, and (vii) take such other steps as may be necessary or desirable to enforce Buyer’s rights
against, under or with respect to such Purchased Assets and the related Purchased Asset Files and the Servicing Records. Buyer
shall deposit the Purchased Asset Files representing the Purchased Assets, or direct that the Purchased Asset Files be deposited
directly, with Custodian, and the Purchased Asset Files shall be maintained in accordance with the Custodial Agreement. If a Purchased
Asset File is not delivered to Buyer or its designee (including Custodian), such Purchased Asset File 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 sale
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, is in connection with a repurchase of any Purchased Asset by Seller or as otherwise required by law or
set forth in the Custodial Agreement.


 


(d)          Buyer
hereby grants to Seller a revocable option to direct Buyer with respect to the exercise of all voting and corporate rights with
respect to the Purchased Assets (each, a “Revocable Option”) and to vote, take corporate actions and
exercise any rights in connection with the Purchased Assets, so long as no monetary Default, material non-monetary Default, or
Event of Default has occurred and is continuing. Such Revocable Option is not evidence of any ownership or other interest or right
of Seller in any Purchased Asset. Upon the occurrence and during the continuation of a monetary Default, material non-monetary
Default, or an Event of Default, and in each case subject to the provisions of the Purchased Asset Documents, the Revocable Option
discussed above shall terminate following written notice from Buyer to Seller and thereafter Buyer shall be entitled to exercise
all voting and corporate rights with respect to the Purchased Assets without regard to Seller’s instructions (including,
but not limited to, if an Act of Insolvency shall occur with respect to Seller, to the extent Seller controls or is entitled to
control selection of any servicer, Buyer may transfer any or all of such servicing to an entity satisfactory to Buyer).



 

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Article
8.

SALE, TRANSFER, HYPOTHECATION OR PLEDGE OF PURCHASED ASSETS


 


(a)          Title
to all Purchased Items shall pass to Buyer on the applicable Purchase Date, and Buyer shall have free and unrestricted use of all
Purchased Items, subject, however, to the terms of this Agreement, the Servicing Agreement, the Custodial Agreement and the other
Transaction Documents. Subject to the provisions of Article 19, nothing in this Agreement or any other Transaction
Document shall preclude Buyer from engaging in repurchase transactions with the Purchased Assets or otherwise selling, transferring,
pledging, repledging, hypothecating, or rehypothecating the Purchased Items to any Person, other than, prior the occurrence of
an Event of Default, a Prohibited Transferee; provided that no such transaction shall relieve Buyer of its obligations to
transfer the Purchased Items to Seller pursuant to Article 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 Article 5 hereof, or of Buyer’s
obligations pursuant to Article 19 hereof.


 


(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.


 


Article
9.

REPRESENTATIONS AND WARRANTIES


 


(a)          Each
of Buyer and Seller represents and warrants to the other that (i) it is duly authorized to execute and deliver this Agreement,
to enter into Transactions contemplated hereunder and to perform its obligations hereunder and has taken all necessary action to
authorize such execution, delivery and performance, (ii) it will engage in such Transactions as principal (or, if agreed in writing,
in the form of an annex hereto or otherwise, in advance of any Transaction by the other party hereto, as agent for a disclosed
principal), (iii) the person signing this Agreement on its behalf is duly authorized to do so on its behalf (or on behalf of any
such disclosed principal), (iv) it has obtained all authorizations of any Governmental Authority required in connection with this
Agreement and the Transactions hereunder and such authorizations are in full force and effect and (v) the execution, delivery and
performance of this Agreement and the Transactions hereunder will not violate any Requirement of Law applicable to it or its organizational
documents or any agreement by which it is bound or by which any of its assets are affected. On the Purchase Date for any Transaction
for the purchase of any Purchased Assets by Buyer from Seller, and at all times while this Agreement and any Transaction hereunder
is in effect, Buyer and Seller shall each be deemed to repeat all the foregoing representations made by it.


 


(b)          In
addition to the representations and warranties in Article 9(a) above, Seller represents and warrants to Buyer as
of the date of this Agreement, and will be deemed to represent and warrant to Buyer as of the Purchase Date for any Transaction
for the purchase of any Purchased Assets by Buyer from Seller, and at all times while this Agreement and any Transaction hereunder
is in effect, unless otherwise stated herein, that:



 

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(i)       Organization.
Seller is duly organized, validly existing and in good standing under the laws and regulations of the jurisdiction of Seller’s
incorporation or organization, as the case may be, and is duly licensed, qualified, and in good standing in every state where such
licensing or qualification is necessary for the transaction of Seller’s business, except where failure to so qualify would
not be reasonably expected to have a Material Adverse Effect. Seller has the power to own and hold the assets it purports to own
and hold, and to carry on its business as now being conducted and proposed to be conducted, and has the power to execute, deliver,
and perform its obligations under this Agreement and the other Transaction Documents to which Seller is a party.


 


(ii)       Due
Execution; Enforceability. The Transaction Documents to which Seller is a party have been or will be duly executed and delivered
by Seller, for good and valuable consideration. The Transaction Documents to which Seller is a party 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)      Ability
to Perform. Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every
covenant applicable to it contained in the Transaction Documents to which it is a party.


 


(iv)      Non-Contravention.
Neither the execution and delivery by Seller 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 any of the terms, conditions or provisions of the organizational
documents of Seller, (B) violate or conflict with any contractual provisions of, or cause a default or event of default under,
any indenture, loan agreement, mortgage or other material contract or agreement to which Seller is a party or by which Seller may
be bound, to the extent such conflict or breach would have a Material Adverse Effect upon Seller’s ability to perform its
obligations hereunder, (C) result in the creation or imposition of any Lien upon any of the assets of Seller, other than pursuant
to the Transaction Documents, to the extent such creation or imposition would have a Material Adverse Effect upon Seller’s
ability to perform its obligations hereunder, (D) conflict with any judgment or order, writ, injunction, decree or demand of any
Governmental Authority applicable to Seller, or (E) conflict with any applicable Requirement of Law.


 


(v)       Litigation;
Requirements of Law. As of the Closing Date, any Purchase Date for any Transaction hereunder, any Future Funding Date, or on
the first day of any Renewal Period, except as previously disclosed to Buyer in writing on or prior to such date, there is no action,
suit, proceeding, investigation, or arbitration pending or, to the Knowledge of Seller, threatened in writing against Seller, Pledgor,
or Guarantor, or any of their respective assets, nor is there any action, suit, proceeding, investigation, or arbitration pending
or, to the Knowledge of Seller, threatened in writing against Seller, Pledgor, or Guarantor that (A) would reasonably be expected
to, individually or in the aggregate, result in any Material Adverse Effect, (B) would reasonably be expected to 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 or (C) 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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(vi)        No
Broker. Seller has not dealt with any broker, investment banker, agent, or other Person (other than Buyer or an Affiliate of
Buyer) who may be entitled to any commission or compensation in connection with the sale of Purchased Assets pursuant to any of
the Transaction Documents.


 


(vii)       Good
Title to Purchased Assets. Immediately prior to the purchase of any Purchased Assets by Buyer from Seller hereunder, such Purchased
Assets are free and clear of any Lien or impediment to transfer (including any “adverse claim” as defined in Section
8-102(a)(1) of the UCC), in each case except for Liens to be released simultaneously with such purchase by Buyer, and Seller is
the record and beneficial owner of, and has good and marketable title to and the right to sell and transfer to Buyer, such Purchased
Assets and, upon transfer of such Purchased Assets to Buyer, Buyer shall be the equitable owner of such Purchased Assets free of
any adverse claim. In the event the related Transaction is recharacterized as a secured financing of the Purchased Assets, the
provisions of this Agreement are effective to create in favor of Buyer a valid security interest in all rights, title and interest
of Seller in, to and under the Purchased Assets and Buyer shall have a valid, perfected first priority security interest in the
Purchased Assets (and, without limitation on the foregoing, Buyer, as entitlement holder, shall have a “security entitlement”
to the Purchased Assets).


 


(viii)      No
Material Adverse Effect; No Defaults. As of the Closing Date, any Purchase Date for any Transaction hereunder with respect
to the subject Purchased Asset only, any Future Funding Date with respect to the subject Purchased Asset only, or on the first
day of any Renewal Period, except as previously disclosed to Buyer in writing on or prior to such date, 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; and no Default or Event of Default exists under or with respect to the Transaction Documents.


 


(ix)         Authorized
Representatives. The duly authorized representatives of Seller are listed on, and true signatures of such authorized representatives
are set forth on, Exhibit II attached to this Agreement.


 


(x)          Representations
and Warranties Regarding Purchased Assets; Delivery of Purchased Asset File.


 


(A)         As
of the date hereof, Seller has not assigned, pledged or conveyed to any other Person, or otherwise encumbered, any Purchased Asset,
and immediately prior to the sale of such Purchased Asset to Buyer hereunder, Seller was the sole owner of such Purchased Asset
and had good and marketable title thereto, free and clear of all Liens, and any impediment to transfer (including any “adverse
claim” as defined in Section 8-102(a)(1) of the UCC), in each case except for Liens to be released simultaneously with such
sale to Buyer.



 

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(B)         The
provisions of this Agreement and the related Confirmation are effective to either (1) constitute a sale of Purchased Items to Buyer
or (2) in the event the related Transaction is recharacterized as a secured financing of the Purchased Assets, to create in favor
of Buyer a legal, valid and enforceable security interest in all right, title and interest of Seller in, to and under the Purchased
Items, and in such event, Buyer shall have a valid, perfected first priority security interest in the Purchased Items (and without
limitation on the foregoing, Buyer, as entitlement holder, shall have a “security entitlement” to the Purchased Items).


 


(C)         Upon
receipt by Custodian of each Mortgage Note endorsed in blank by a duly authorized officer of Seller, either a purchase shall have
been completed by Buyer of such Mortgage Note or Buyer shall have a valid and fully perfected first priority security interest
in all right, title and interest of Seller in the Purchased Items described therein.


 


(D)         Each
of the representations and warranties made in respect of the Purchased Assets pursuant to Exhibit V are true, complete
and correct, except to the extent disclosed in a Requested Exceptions Report.


 


(E)         Upon
the filing of financing statements on Form UCC-1 naming Buyer as “Secured Party”, Seller as “Debtor”
and describing the Purchased Items, in the jurisdiction and recording office listed on Exhibit X attached hereto,
the security interests granted hereunder in that portion of the Purchased Items which can be perfected by filing under the UCC
will constitute fully perfected security interests under the UCC in all right, title and interest of Seller in, to and under such
Purchased Items.


 


(F)         Upon
execution and delivery of the Depository Agreement, Buyer shall have a valid and fully perfected first priority security interest
in the Depository Account and all amounts at any time on deposit therein.


 


(G)         Upon
execution and delivery of the Depository Agreement, Buyer shall have a valid and fully perfected first priority security interest
in the “investment property” and all “deposit accounts” (each as defined in the UCC) comprising Purchased
Items or any after-acquired property related to such Purchased Items.



 

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(H)        With
respect to each Purchased Asset purchased by Seller or an Affiliate of Seller from a Transferor, (a) such Purchased Asset
was acquired and transferred pursuant to a Purchase Agreement, (b) such Transferor received reasonably equivalent value in
consideration for the transfer of such Purchased Asset, (c) no such transfer was made for or on account of an antecedent debt
owed by such Transferor to Seller or an Affiliate of Seller, (d) no such transfer is or may be voidable or subject to avoidance
under the Bankruptcy Code, and (e) the representations and warranties made by such Transferor to Seller or such Affiliate
of Seller in such Purchase Agreement are hereby incorporated herein mutatis mutandis and are hereby remade by Seller to
Buyer on each date as of which they speak in such Purchase Agreement. Seller or such Affiliate of Seller has been granted a security
interest in each such Purchased Asset, filed one or more UCC financing statements against such Transferor to perfect such security
interest, and assigned such financing statements in blank and delivered such assignments to Buyer or Custodian.


 


(I)          Seller
has complied with all material requirements of the Custodial Agreement with respect to each Purchased Asset, including delivery
to Custodian of all required Purchased Asset Documents. Except to the extent disclosed in a Requested Exceptions Report, 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.


 


(J)          The
Purchased Assets constitute the following, as applicable, as defined in the UCC: a general intangible, instrument, investment property,
security, deposit account, financial asset, uncertificated security, securities account, or security entitlement. Seller has not
authorized the filing of, and does not have Knowledge of, any UCC financing statements filed against Seller as debtor that include
the Purchased Assets, other than any financing statement that has been terminated or filed pursuant to this Agreement.


 


(xi)          Adequate
Capitalization; No Fraudulent Transfer; Solvency. Seller has, as of each Purchase Date, adequate capital for the normal obligations
foreseeable in a business of its size and character and in light of its contemplated business operations. Neither the Transaction
Documents nor any Transaction thereunder are entered into by Seller in contemplation of insolvency or with the intent to hinder,
delay or defraud any of Seller’s creditors. The transfer by Seller of the Purchased Assets pursuant hereto and the obligation
of Seller to repurchase such Purchased Assets is not undertaken by Seller with the intent to hinder, delay or defraud any of Seller’s
creditors. As of the Purchase Date, Seller is not insolvent within the meaning of Section 101(32) of the Bankruptcy Code or any
successor provision thereof, is generally able to pay, and as of the date hereof is paying, its debts as they become due, and the
transfer and sale by Seller of the Purchased Assets pursuant hereto and the obligation of Seller to repurchase such Purchased Assets
(A) will not cause the liabilities of Seller to exceed the assets of Seller, (B) will not result in Seller having unreasonably
small capital, and (C) will not result in debts that would be beyond Seller’s ability to pay as the same mature. Seller received
reasonably equivalent value in exchange for the transfer and sale by Seller of the Purchased Assets and the Purchased Items pursuant
hereto. No petition in bankruptcy has been filed against Seller, Pledgor, or Guarantor in the last ten (10) years, and Seller has
not in the last ten (10) years made an assignment on behalf of creditors or taken advantage of any debtor’s relief laws.
Seller has only entered into agreements on terms that would be considered arm’s length and otherwise on terms consistent
with other similar agreements with other similarly situated entities.



 

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(xii)        Governmental
Approvals. No order, consent, approval, license, authorization or validation of, or filing, recording or registration by Seller
with, or exemption by, any Governmental Authority is required to authorize, or is required in connection with, (A) the execution,
delivery and performance by Seller of any Transaction Document to which Seller is or will be a party, (B) the legality, validity,
binding effect or enforceability of any such Transaction Document against Seller or (C) the consummation of the transactions contemplated
by this Agreement (other than consents, approvals and filings that have been obtained or made as applicable, and the filing of
certain financing statements in respect of certain security interests).


 


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


 


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


 


(xv)        Federal
Regulations. None of Seller, Pledgor or Guarantor is required to register as an “investment company,” or a company
 “controlled by an investment company,” within the meaning of the Investment Company Act of 1940, as amended (the “Investment
Company Act”).


 


(xvi)       Taxes.
Seller, Pledgor, and Guarantor have timely filed all required federal income tax returns and all other material tax returns, domestic
and foreign, required to be filed by them and have paid all Taxes (whether or not shown on a return), which have become due, except
for Taxes that are being contested in good faith by appropriate proceedings diligently conducted and for which appropriate reserves
have been established in accordance with GAAP. Seller and each Affiliate of Seller have satisfied all of their withholding tax
obligations. No tax Liens have been filed against any assets of Seller, Guarantor or Pledgor and no claims are currently being
asserted in writing against Seller, Guarantor or Pledgor with respect to Taxes (except for liens and with respect to Taxes not
yet due and payable or liens or claims with respect to Taxes that are being contested in good faith and for which adequate reserves
have been established in accordance with GAAP).


 


(xvii)      Judgments/Bankruptcy.
Except as disclosed in writing to Buyer, there are no judgments against Seller unsatisfied of record or docketed in any court located
in the United States of America that would reasonably be expected to have a Material Adverse Effect and no Act of Insolvency has
ever occurred with respect to Seller.



 

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(xviii)     Use
of Proceeds; Margin Regulations. 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 of any Transaction nor the use of any proceeds thereof will violate, or be inconsistent with, any provision of Regulation
T, U or X of the Board of Governors of the Federal Reserve System.


 


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


 


(xx)         Financial
Information. All financial data concerning Seller and the Purchased Assets that has been delivered by or on behalf of Seller
to Buyer is true, complete and correct in all material respects. All financial data concerning Seller and Guarantor has been prepared
fairly in accordance with GAAP. As of the Closing Date and as of the first day of the Renewal Period, since the delivery of such
data, except as otherwise disclosed in writing to Buyer, there has been no change in the financial position of Seller or the Purchased
Assets, or in the results of operations of Seller, which change is reasonably likely to have a Material Adverse Effect on Seller.


 


(xxi)        Intentionally
omitted.


 


(xxii)       Servicing
Agreements. Seller has delivered to Buyer copies of all Servicing Agreements pertaining to the Purchased Assets and to the
Knowledge of Seller, as of the date of this Agreement and as of the Purchase Date for the purchase of any Purchased Assets subject
to a Servicing Agreement, each such Servicing Agreement is in full force and effect in accordance with its terms and no default
or event of default exists thereunder.


 


(xxiii)      No
Reliance. Seller has made its own independent decisions to enter into the Transaction Documents and each Transaction and as
to whether such Transaction is appropriate and proper for it based upon its own judgment and upon advice from such advisors (including
without limitation, legal counsel and accountants) as it has deemed necessary. Seller is not relying upon any advice from Buyer
as to any aspect of the Transactions, including without limitation, the legal, accounting or tax treatment of such Transactions.



 

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(xxiv)     Patriot
Act.


 


(a)       Seller
is in compliance with the (A) the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations
of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other applicable enabling
legislation or executive order relating thereto, (B) the USA Patriot Act, and (C) the United States Foreign Corrupt Practices
Act of 1977, as amended, and any other applicable anti-bribery laws and regulations. No part of the proceeds of any Transaction
will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a
political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct
business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.


 


(b)       Seller
agrees that, from time to time upon the prior written request of Buyer, it shall (A) 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 the provisions hereof (including, without limitation, compliance with the USA Patriot Act and to fully effectuate
the purposes of this Agreement) and (B) provide such opinions of counsel concerning matters relating to this Agreement as Buyer
may reasonably request; provided, however, that nothing in this Article 9(b)(xxiv) 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 Affiliates to comply with any anti-money laundering program and related
responsibilities including, but not limited to, any obligations under the USA Patriot Act and regulations thereunder, Seller on
behalf of itself and its Affiliates makes the foregoing representations and covenants to Buyer and its Affiliates, that neither
Seller, nor, any of its Affiliates, is a Prohibited Investor and Seller is not acting on behalf of or for the benefit of any Prohibited
Investor. 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 representation.


 


(xxv)       Seller
neither owns nor leases any properties.


 


(xxvi)      Insider.
Seller is not an “executive officer,” “director,” or “person who directly or indirectly or acting
through or in concert with one or more persons owns, controls, or has the power to vote more than 10% of any class of voting securities”
(as those terms are defined in 12 U.S.C. § 375(b) or in regulations promulgated pursuant thereto) of Buyer, of a bank holding
company of which Buyer is a Subsidiary, or of any Subsidiary, of a bank holding company of which Buyer is a Subsidiary, of any
bank at which Buyer maintains a correspondent account or of any lender which maintains a correspondent account with Buyer.



 

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(xxvii)    Office
of Foreign Assets Control. Seller warrants, represents and covenants that neither Seller nor any of its Affiliates are or will
be an entity or Person that is or is owned or controlled by a Person that is the subject of any sanctions administered or enforced
by the U.S. Department of Treasury’s Office of Foreign Asset Control, the United Nations Security Council, the European Union
or Her Majesty’s Treasury (collectively, “Sanctions”). Seller covenants and agrees that, with respect
to the Transactions under this Agreement, none of Seller or, to the best of Seller’s knowledge after due inquiry, any of
its Affiliates will conduct any business, nor engage in any transaction, Assets or dealings, with any Person who is the subject
of Sanctions. Seller further covenants and agrees that it will not, directly or indirectly, use the proceeds of the facility, or
lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person 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.


 


(xxviii)   Notice
Address; Jurisdiction of Organization. On the date of this Agreement, Seller’s address for notices is as specified on
Annex I. Seller’s jurisdiction of organization is Delaware. The location where Seller keeps its books and records,
including all computer tapes and records relating to the Purchased Items, is its notice address. Seller may change its address
for notices and for the location of its books and records by giving Buyer written notice of such change.


 


(xxix)     Anti-Money
Laundering Laws. Seller either (1) is entirely exempt from or (2) has otherwise fully complied with all applicable anti-money
laundering laws and regulations (collectively, the “Anti-Money Laundering Laws”), by (A) establishing
an adequate anti-money laundering compliance program as required by the Anti-Money Laundering Laws, (B) conducting the requisite
due diligence in connection with the origination of each Purchased Asset for purposes of the Anti-Money Laundering Laws, including
with respect to the legitimacy of the related obligor (if applicable) and the origin of the assets used by such obligor to purchase
the property in question, and (C) maintaining sufficient information to identify the related obligor (if applicable) for purposes
of the Anti-Money Laundering Laws.


 


(xxx)      Ownership
of Property. Seller does not own, and has not ever owned, any assets other than (A) the Purchased Assets, and (B) such
incidental personal property related thereto; provided, however, that Seller shall not be in breach of this representation to the
extent Seller acquires or originates a New Asset under its good faith belief that such New Asset would become a Purchased Asset.


 


(xxxi)     Ownership.
Seller is and shall remain at all times a wholly owned direct or indirect subsidiary of Guarantor. The direct, and to the extent
depicted, the indirect, ownership interests in Seller, Pledgor and Guarantor are as set forth on the organizational structure chart
attached hereto as Schedule III.


 


(xxxii)    Compliance
with ERISA. (a) Neither Seller nor Guarantor has any employees as of the date of this Agreement; (b) each of Seller and
Guarantor complies with an exception set forth in the Plan Asset Regulations such that such Person is not deemed to hold “plan
assets” within the meaning of the Plan Asset Regulations; and (c) assuming that no portion of the Purchased Assets are
funded by Buyer with “plan assets” within the meaning of the Plan Asset Regulations, none of the transactions contemplated
by the Transaction Documents will constitute a nonexempt prohibited transaction (as such term is defined in Section 4975(c)(1)(A)-(D)
of the Code or Section 406(a) of ERISA) that could subject Buyer to any tax or penalty imposed under Section 4975 of
the Code or Section 502(i) of ERISA.



 

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(xxxiii)    Intentionally omitted.


 


(xxxiv)    Servicing
Agreements. Any Servicing Agreement related to a Purchased Asset, including without limitation, the Primary Servicing Agreement,
may be terminated at will by Seller without payment of any penalty or fee.


 


Article
10.

NEGATIVE COVENANTS OF SELLER


 


On and as of the date
hereof and each Purchase Date and until this Agreement is no longer in force with respect to any Transaction, Seller shall not
without the prior written consent of Buyer:


 


(a)         subject
to Seller’s right to repurchase any Purchased Asset in accordance with the terms and provisions of this Agreement, take any
action that would directly or indirectly 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, including, without limitation, any effective transfer
or other disposition as a result of a division of Seller, 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, unless and until such Purchased Asset is
repurchased by Seller in accordance with this Agreement;


 


(c)         modify
in any material respect any Servicing Agreements to which it is a party;


 


(d)         create,
incur or permit to exist any Lien in or on any of its property, assets, revenue, the Purchased Assets, the other Purchased Items,
whether now owned or hereafter acquired, other than the Liens granted by Seller pursuant to Article 6 of this Agreement
and the Lien granted by Pledgor under the Pledge and Security Agreement or unless and until such Purchased Asset relating to such
Purchased Items is repurchased by Seller in accordance with this Agreement;


 


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


 


(f)         consent
or assent to, or permit the Primary Servicer or servicer to make, any Significant Modification relating to the Purchased Assets
without the prior written consent of Buyer, which shall be granted or denied in Buyer’s sole but reasonable discretion;


 


(g)         without
the prior written consent of Buyer in its sole discretion, except as permitted by the Transaction Documents, either (i) permit
the organizational documents of Seller to be amended or (ii) permit the organizational structure of Seller to be changed from a
limited liability company to another form of ownership;


 


(h)         acquire
or maintain any right or interest in any Purchased Asset or Underlying 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 or unless such right or interest exists as of the Purchase Date for such Purchased
Asset and is approved by Buyer in writing;



 

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(i)       use
any part of the proceeds of any Transaction hereunder for any purpose which violates, or would be inconsistent with, the provisions
of Regulation T, U or X of the Board of Governors of the Federal Reserve System;


 


(j)       either
(i) incur any Indebtedness except as provided in Article 12(i) or (ii) otherwise cease to be a Single-Purpose Entity;


 


(k)       amend
or otherwise modify the Underwriting Guidelines or originate mortgage loans in a manner inconsistent with the Underwriting Guidelines.
Notwithstanding the preceding sentence, in the event that Seller makes any amendment or modification to the Underwriting Guidelines,
Seller shall immediately notify Buyer of such change and shall promptly deliver to Buyer a complete copy of the amended or modified
Underwriting Guidelines;


 


(l)        take
any action, cause, allow, or permit any of Seller, Pledgor or Guarantor to be required to register as an “investment company”,
or a company “controlled by an investment company”, within the meaning of the Investment Company Act, or to violate
any provisions of the Investment Company Act, including Section 18 thereof or any rules promulgated thereunder;


 


(m)      after
the occurrence and during the continuance of any 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; provided, however, that
so long as no monetary Default or Event of Default shall have occurred and be continuing, Seller may distribute the minimum amount
of cash necessary for Guarantor to maintain its status as a REIT and avoid the payment of any income or excise taxes by Guarantor,
provided that such distributions are further distributed by Guarantor to maintain its status as a REIT or avoid the payment of
income or excise taxes by Guarantor;


 


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


 


(o)       seek
its dissolution, liquidation or winding up, in whole or in part.


 


Article
11.

AFFIRMATIVE COVENANTS OF SELLER


 


On and as of the date
hereof and each Purchase Date and until this Agreement is no longer in force with respect to any Transaction:


 


(a)       Seller
shall promptly notify Buyer of any material adverse change (i) in the business operations and/or financial condition of Seller,
Pledgor or Guarantor or (ii) impacting any Purchased Asset, including, without limitation any adverse impact on maintaining regulatory
compliance (including licensing) with respect to any such Purchased Asset; provided, however, that nothing in this
Article 11 shall relieve Seller of its obligations under this Agreement.



 

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


 


(c)       Seller
shall (i) defend the right, title and interest of Buyer in and to the Purchased Items against, and take such other action as is
necessary to remove, the Liens, security interests, claims and demands of all Persons (other than Liens created in favor of Buyer
pursuant to the Transaction Documents), (ii) to the extent any additional limited liability company is formed by division of Seller
(and without prejudice to Article 10(b)), Seller shall cause any such additional limited liability company to assign,
pledge and grant to Buyer all of its assets, and shall cause any owner of such additional limited liability company to pledge all
of the Capital Stock and any rights in connection therewith of such additional limited liability company, to Buyer in support of
all Repurchase Obligations in the same manner and to the same extent as the assignment, pledge and grant by Seller of all of Seller’s
assets hereunder, and in the same manner and to the same extent as the pledge by each Pledgor of all of each such Pledgor’s
right, title and interest in all of the Capital Stock of the applicable Seller and any rights in connection therewith, in each
case pursuant to the applicable Pledge Agreement, and (iii) at Buyer’s reasonable request, take all action necessary to ensure
that Buyer will have a first priority security interest in the Purchased Assets subject to any of the Transactions in the event
such Transactions are recharacterized as secured financings.


 


(d)       Seller
will permit Buyer or its designated representative to inspect Seller’s records with respect to the Purchased Items and the
conduct and operation of its business related thereto upon reasonable prior written notice from Buyer or its designated representative,
at such reasonable times and with reasonable frequency, and to make copies of extracts of any and all thereof, subject to the terms
of any confidentiality agreement between Buyer and Seller. Buyer shall act in a commercially reasonable manner in requesting and
conducting any inspection relating to the conduct and operation of Seller’s business.


 


(e)        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 Custodian 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.


 


(f)        At
any time from time to time upon the reasonable request of Buyer, at the sole expense of Seller, Seller will (i) promptly and duly
execute and deliver such further instruments and documents and take such further actions as Buyer may reasonably request for the
purposes of obtaining or preserving the full benefits of this Agreement including the perfected, first priority security interest
required hereunder, (ii) ensure that such security interest remains fully perfected at all times and remains at all times first
in priority as against all other creditors of such Seller (whether or not existing as of the Closing Date, any Purchase Date or
in the future) and (iii) obtain or preserve the rights and powers herein granted (including, among other things, filing such UCC
financing statements as Buyer may request). If any amount payable under or in connection with any of the Purchased Items shall
be or become evidenced by any promissory note, other instrument or certificated security, such note, instrument or certificated
security shall be promptly delivered to Buyer, duly endorsed in a manner satisfactory to Buyer, to be itself held as a Purchased
Item pursuant to this Agreement, and the documents delivered in connection herewith.



 

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


 


(i)           Within
twenty (20) calendar days after each month-end (or, if the last day of such 20-day period is not a Business Day, then by the next
succeeding Business Day after the end of such 20-day period), a Monthly Reporting Package substantially in the form of Exhibit
III-A attached hereto;


 


(ii)          Within
forty-five (45) calendar days after the last day of each of the first three fiscal quarters in any fiscal year, a Quarterly Reporting
Package substantially in the form of Exhibit III-B attached hereto;


 


(iii)         Within
one hundred twenty (120) calendar days after the last day of its fiscal year, an Annual Reporting Package substantially in the
form of Exhibit III-C attached hereto; and


 


(iv)         Upon
Buyer’s request, such other information regarding the financial condition, operations or business of Seller, Guarantor or
any Mortgagor in respect of a Purchased Asset as Buyer may reasonably request.


 


(h)          Seller
shall promptly acknowledge and respond to communications from Buyer relating to the Transaction Documents or Transactions, and,
within one (1) Business Day of Buyer’s request therefor, shall make a representative available to Buyer by telephone or in
person to discuss any matters relating to the Transaction Documents or Transactions that Buyer wishes to discuss with Seller.


 


(i)           Seller
shall to at all times (i) comply in all respects with all laws, ordinances, rules, regulations and orders (including, without limitation,
Environmental Laws) of any Governmental Authority or any other 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 necessary to preserve and maintain in full
force and effect its legal existence, and all licenses material to its business and (ii) maintain and preserve its legal existence
and all of its material rights, privileges, licenses and franchises necessary for the operation of its business (including, without
limitation, preservation of all lending licenses held by Seller and of Seller’s status as a “qualified transferee”
(however denominated) under all documents which govern the Purchased Assets).



 

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(j)        Seller
shall or shall cause Guarantor to at all times keep proper books of records and accounts in which full, true and correct entries
shall be made of its transactions fairly 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 observe, perform and satisfy all the terms, provisions, covenants and conditions required to be observed, performed or satisfied
by it, and shall pay when due all costs, fees and expenses required to be paid by it under the Transaction Documents, including,
but not limited to, the fees and expenses of Custodian and the Acceptable Attorney, Depository and each servicer (including, without
limitation, the Primary Servicer) of any or all of the Purchased Assets.


 


(l)        Seller
will continue to be a U.S. Person that is a disregarded entity of a U.S. Person for U.S. federal income tax purposes. Seller shall
pay and discharge all Taxes, levies, liens and other charges on its assets and on the Purchased Items that, in each case, in any
manner would create any Lien upon the Purchased Items, other than (A) Taxes that are not yet due and payable and (B) any such Taxes
that 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; provided that such contest operates to suspend collection
of the contested Tax and enforcement of a Lien.


 


(m)      Seller
shall advise Buyer in writing of the opening of any new chief executive office or the closing of any such office of Seller, Pledgor
or Guarantor and of any change in Seller’s, Pledgor’s or Guarantor’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.


 


(n)       Seller
will maintain records with respect to the Purchased Items and the conduct and operation of its business with no less a degree of
prudence than if the Purchased Items were held by Seller for its own account.


 


(o)       Upon
reasonable prior notice (unless an Event of Default shall have occurred and is continuing, in which case no prior notice shall
be required), during normal business hours, Seller shall allow Buyer to (i) review any operating statements, occupancy status and
other property level information with respect to the underlying real estate directly or indirectly securing or supporting the Purchased
Assets that either is in Seller’s possession or is available to Seller, (ii) examine, copy (at Buyer’s expense) and
make extracts from its books and records, to inspect any of its Properties, and (iii) discuss Seller’s business and affairs
with its Responsible Officers.


 


(p)       Intentionally
omitted.


 


(q)       Intentionally
omitted.


 


(r)        Seller
shall continue to engage in business of the same general type as now conducted by it or otherwise as approved by Buyer prior to
the date hereof and maintain and preserve its legal existence and all of its material rights, privileges, licenses and franchises
necessary for the operation of its business (including, without limitation, preservation of all lending licenses (if any) held
by Seller and of Seller’s status as a “qualified transferee” (however denominated) under all documents which
govern the Purchased Assets).



 

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(s)          Seller
shall cause each servicer of a Purchased Asset to provide to Buyer via electronic transmission, promptly upon request by Buyer
a Servicing Tape for the most recently ended month (or any portion thereof).


 


(t)           With
respect to each Eligible Asset to be purchased hereunder, Seller shall notify Buyer in writing of the creation of any right or
interest in such Eligible Asset or related Underlying Mortgaged Property that is senior to or pari passu with the rights
and interests that are to be transferred to Buyer under this Agreement and the other Transaction Documents, and whether any such
right or interest will be held or obtained by Seller or an Affiliate of Seller.


 


(u)          With
respect to each Purchased Asset, Seller shall take all action necessary or required by the Transaction Documents, Purchased Asset
Documents and each and every Requirement of Law, or reasonably requested by Buyer, to perfect, protect and evidence Buyer’s
ownership of and first priority perfected security interest in such Purchased Asset and related Purchased Asset Documents, including
executing or causing to be executed such other instruments or notices as may be necessary or appropriate and filing and maintaining
effective UCC financing statements, continuation statements and assignments and amendments thereto. Seller shall not take any action
to cause any Purchased Asset that is not evidenced by an instrument or chattel paper (as defined in the UCC) to be so evidenced.
If a Purchased Asset becomes evidenced by an instrument or chattel paper, the same shall be immediately delivered to Buyer or to
Custodian on behalf of Buyer, together with endorsements required by Buyer.


 


(v)          No
later than thirty (30) calendar days after Buyer’s request (made not more than one (1) time per calendar year), Seller shall
procure and deliver to Buyer an Appraisal relating to any Purchased Asset at Seller’s sole cost and expense. Notwithstanding
anything herein to the contrary, Buyer shall have the unlimited right, at any time and from time to time, to obtain an Appraisal
relating to any Purchased Asset at Buyer’s own cost and expense.


 


(w)         Seller
shall provide notice to Buyer in writing of any of the following, together with a certificate of a Responsible Officer of Seller
setting forth details of such occurrence and any action 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, but in no event later than
the immediately succeeding Business Day after the earlier of obtaining notice or Knowledge of any such occurrence;


 


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


 


(iii)         promptly
upon receipt by Seller of notice or Knowledge of the occurrence of any of the following: (A) with respect to any Purchased Asset
or related Underlying Mortgaged Property, material loss or damage, regulatory issues, material licensing or permit issues, violation
of any Requirement of Law, violation of any material Environmental Law or any other actual or expected event or change in circumstances
that would reasonably be expected to result in a default under the related Purchased Asset Documents or material decline in value
or cash flow, and (B) with respect to Seller, Pledgor and Guarantor, a violation of any Requirement of Law or other event or circumstance
that would reasonably be expected to have a Material Adverse Effect;



 

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(iv)         promptly
upon the establishment of a rating by any nationally recognized rating agency applicable to Guarantor and any downgrade in or withdrawal
of such rating once established;


 


(v)          promptly
upon the occurrence of any event or circumstance that could reasonably be determined to cause Guarantor to breach any of the covenants
contained in Section 9 of the Guarantee Agreement;


 


(vi)         promptly,
and in any event within ten (10) days after service of process on any of the following, give Buyer notice of all litigation, action,
suit, arbitration, investigation or other legal or arbitration proceedings (including, without limitation, any of the following
which are pending or threatened) or other legal or arbitrable proceedings affecting Seller, Pledgor or Guarantor, any Purchased
Asset (or obligor or guarantor thereunder) or affecting any of the assets of Seller before any Governmental Authority that (A)
questions or challenges the validity or enforceability of any Transaction, Purchased Asset or Purchased Asset Document, (B) makes
a claim or claims in an aggregate amount greater than (1) $250,000 with respect to Seller and (2) $5,000,000 with respect to Guarantor,
(C) individually or in the aggregate, if adversely determined, would 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;


 


(vii)        promptly
following, and in any event within one (1) Business Day of receipt by Seller of notice or Knowledge, of: (A) any event that would
result in any Purchased Asset becoming subject to a Mandatory Early Repurchase Event, (B) any unpermitted 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 would reasonably be expected to have an
adverse effect on the Market Value of a Purchased Asset, or (D) the resignation or termination of any servicer under any Servicing
Agreement with respect to any Purchased Asset;


 


(viii)       promptly
upon receipt by Seller of notice or Knowledge of the occurrence of any breach of any representation contained in Article
9(b)(x), but in no event later than the immediately succeeding Business Day after the earlier of obtaining notice or Knowledge
of any such occurrence; and


 


(ix)         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.



 

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(x)        Seller
shall comply with the USA Patriot Act and all applicable requirements of Governmental Authorities having jurisdiction over Seller
and the Purchased Items, including those relating to money laundering and terrorism. Seller agrees that Buyer shall have the right
to audit Seller’s compliance with the USA Patriot Act and all applicable requirements of Governmental Authorities having
jurisdiction over Seller and the Purchased Items, including those relating to money laundering and terrorism. Seller agrees that,
in the event Seller fails to comply with the USA Patriot Act or any such applicable requirements of Governmental Authorities, then
Buyer may, at its option, cause Seller to comply therewith, and any and all reasonable costs and expenses incurred by Buyer in
connection therewith shall be immediately due and payable by Seller.


 


(y)       Seller
shall provide Buyer with written notice of any amendment, modification or waiver with respect to a Purchased Asset (including such
amendments, modifications or waivers that do not constitute a Significant Modification).


 


(z)       With
respect to each Mezzanine Loan for which the related Senior Mortgage Loan is not primarily serviced by Primary Servicer pursuant
to a Primary Servicing Agreement that has been approved by Buyer: (a) the related Senior Mortgage Loan shall at all times be serviced
pursuant to a servicing agreement in form and substance acceptable to Buyer, and (b) the servicer thereunder shall have signed
and delivered a Servicer Notice in form and substance acceptable to Buyer. If any such servicing agreement with respect to any
Senior Mortgage Loan is terminated, then Seller shall, prior to or simultaneously with such termination, cause a new servicer acceptable
to Buyer in its sole discretion to be approved and a new servicing agreement to be entered into with respect to such Senior Mortgage
Loan in form and substance acceptable to Buyer in its sole discretion.


 


Article
12.

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 hereunder is in effect or any Repurchase Obligations remain outstanding:


 


(a)       it
is and intends to remain solvent, and it has paid and intends to 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 as an entity duly organized, validly existing and in good standing under the applicable laws of the jurisdiction
of its organization or formation;


 


(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); 



 

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(e)       it
has been, is and will be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any
other entity (including any Affiliate of Seller), 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 and rights ancillary thereto;


 


(g)       it
has not engaged and will not engage in any business other than the origination, acquisition, ownership, administration, financing
and disposition of the Purchased Assets 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 (i) obligations under the Transaction Documents, (ii) obligations under the
documents evidencing the Purchased Assets, and (iii) unsecured trade payables, in an aggregate amount not to exceed $400,000 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, acquisition, ownership or
financing of Purchased Assets);


 


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


 


(l)        it
will not 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;



 

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(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 five (5) 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 with respect to Seller; 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; and


 


(s)          it
shall not have any employees.


 


Article
13.

EVENTS OF DEFAULT; REMEDIES


 


(a)          Each
of the following events shall constitute an “Event of Default” under this Agreement:


 


(i)           Seller
shall fail to repurchase any Purchased Asset on the applicable Repurchase Date;


 


(ii)          (A)
Buyer shall fail to receive any amounts when due in accordance with Article 5 of this Agreement (including, without
limitation, accrued and unpaid Price Differential and Principal Payments), or (B) Seller shall fail to make any payments or apply
any Income when due in accordance with Article 5 of this Agreement;


 


(iii)        Seller
shall fail to cure any Margin Deficit in accordance with Article 4 of this Agreement;



 

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(iv)         Seller,
Pledgor or Guarantor shall fail to make any payment not otherwise addressed under this Article 13(a) owing to Buyer
that has become due, whether by acceleration or otherwise under the terms of this Agreement or the terms of the Pledge and Security
Agreement, or the Guarantee Agreement, the Fee Letter or any other Transaction Document, which failure is not remedied within three
(3) Business Days of written notice thereof by Buyer to Seller;


 


(v)          Seller
shall (i) except as set forth in the following clause (ii), default in the observance or performance of its obligation in any agreement
contained in Article 10 of this Agreement, or (ii) default in the observance or performance of its obligation in
any agreement contained in Articles 10(d), 10(j), 10(h) or 10(k) of this Agreement
and, if such default is capable of being cured, such default is not cured within ten (10) days after the earlier of obtaining notice
or Knowledge of any such occurrence;


 


(vi)         an
Act of Insolvency occurs with respect to Seller, Pledgor or Guarantor;


 


(vii)        a
Change of Control shall have occurred;


 


(viii)       an
officer of Seller, Pledgor or Guarantor shall admit to any Person in writing its inability to, or its intention not to, perform
any of its obligations hereunder;


 


(ix)          the
Custodial Agreement, the Depository Agreement, the Pledge and Security Agreement, the Guarantee Agreement, the Servicing Agreement,
the Fee Letter or any other Transaction Document shall for whatever reason be terminated (except with Buyer’s prior written
consent) or cease to be in full force and effect, or the enforceability thereof shall be contested by Seller, Pledgor or Guarantor;


 


(x)           Seller
or Guarantor shall be in default beyond all applicable notice and cure periods under (A) any Indebtedness of Seller or Guarantor,
as applicable, which default (1) involves the failure to pay a matured obligation in excess of $250,000, with respect to Seller
or $5,000,000, with respect to Guarantor or (2) permits the acceleration of the maturity of obligations by any other party to or
beneficiary with respect to such Indebtedness, if the aggregate amount of the Indebtedness in respect of which such default or
defaults shall have occurred is at least $250,000, with respect to Seller or $5,000,000, with respect to Guarantor; or (B) any
other material contract to which Seller or Guarantor is a party which default (1) involves the failure to pay a matured obligation
or (2) permits the acceleration of the maturity of obligations by any other party to or beneficiary of such contract if the aggregate
amount of such obligations is $250,000, with respect to Seller or $5,000,000, with respect to Guarantor;


 


(xi)          Seller
or Guarantor or any of their present or future Affiliates shall be in default under any repurchase facility, loan facility or hedging
transaction entered into by Seller or Guarantor or any of their present or future Affiliates, as applicable, to Buyer or any of
its present or future Affiliates, which default (A) involves the failure to pay a matured obligation, or (B) permits
the acceleration of the maturity of obligations by any other party to or beneficiary with respect to such repurchase facility,
loan facility or hedging transaction;



 

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(xii)         (A)
Seller or an ERISA Affiliate shall engage in any “prohibited transaction” (as defined in Section 406 of ERISA or Section
4975 of the Code) involving any Plan that is not exempt from such Sections of ERISA and the Code, (B) any material “accumulated
funding deficiency” (as defined in Section 302 of ERISA), whether or not waived, shall exist with respect to any Plan or
any Lien in favor of the Pension Benefit Guaranty Corporation or a Plan shall arise on the assets of Seller or any ERISA Affiliate,
(C) a Reportable Event (as referenced in Section 4043(b)(3) of ERISA), the reporting of which has not been waived by regulations,
shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer
or to terminate, any Plan, which Reportable Event (as so defined) or commencement of proceedings or appointment of a trustee is,
in the reasonable opinion of Buyer, likely to result in the termination of such Plan for purposes of Title IV of ERISA, (D) any
Plan shall terminate for purposes of Title IV of ERISA, (E) Seller or any ERISA Affiliate shall, or in the reasonable opinion of
Buyer is likely to, incur any liability in connection with a withdrawal from, or the insolvency or reorganization of, a Multiemployer
Plan or (F) any other event or condition shall occur or exist with respect to a Plan; and in each case in clauses (A) through (F)
above, such event or condition, together with all other such events or conditions, if any, could reasonably be expected to have
a Material Adverse Effect;


 


(xiii)       either
(A) the Transaction Documents shall for any reason not cause, or shall cease to cause, Buyer to be the owner free of any adverse
claim of any of the Purchased Assets, and such condition is not cured by Seller within five (5) Business Days after notice
thereof from Buyer to Seller or after Seller otherwise has Knowledge thereof, or (B) if a Transaction is recharacterized as
a secured financing, and the Transaction Documents with respect to any Transaction shall for any reason cease to create and maintain
a valid first priority security interest in favor of Buyer in any of the Purchased Assets and such condition is not cured by Seller
within five (5) Business Days after notice thereof from Buyer to Seller or after Seller otherwise has Knowledge thereof;


 


(xiv)       any
governmental, regulatory, or self-regulatory authority shall have taken any action to remove, limit, restrict, suspend or terminate
the rights, privileges, or operations of Seller, Pledgor or Guarantor, which suspension or termination has a Material Adverse Effect
in the determination of Buyer;


 


(xv)        Reserved.


 


(xvi)       the
breach by Pledgor of any term or condition set forth in the Pledge and Security Agreement or of any representation, warranty, certification
or covenant made or deemed made in the Pledge and Security Agreement by Pledgor, and such breach is not cured within ten (10) days
following written notice from Buyer to Pledgor thereof; provided that if such breach is susceptible of cure but cannot reasonably
be cured within such 10-day period, and if Pledgor has diligently and expeditiously proceeded to cure such breach, then such 10-day
period shall be extended for such time as is reasonably necessary for Pledgor, in the exercise of due diligence, to cure such breach,
and in no event shall such cure period exceed thirty (30) days from the earlier of Pledgor’s receipt of Buyer’s notice
of such breach or Pledgor’s Knowledge of such breach; provided, further, however, that if Pledgor 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;



 

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(xvii)      any
representation (other than the representations and warranties of Seller set forth in Exhibit V and Article
9(b)(x)(D)) made by Seller to Buyer shall have been incorrect or untrue in any respect when made or repeated or deemed
to have been made or repeated, and such breach is not cured within ten (10) days following written notice from Buyer to Seller
thereof; provided that if such breach is susceptible of cure but cannot reasonably be cured within such 10-day period, and
if Seller has diligently and expeditiously proceeded to cure such breach, then such 10-day period shall be extended for such time
as is reasonably necessary for Seller, in the exercise of due diligence, to cure such breach, and in no event shall such cure period
exceed thirty (30) days from the earlier of Seller’s receipt of Buyer’s notice of such breach or Seller’s Knowledge
of such breach; provided, further, 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;


 


(xviii)     a
final judgment by any court of competent jurisdiction for the payment of money (a) rendered against Seller in an amount greater
than $250,000 or (b) rendered against Guarantor in an amount greater than $5,000,000, and remains undischarged or unpaid for a
period of sixty (60) calendar days, unless such judgment is effectively stayed by fully bonding over or other means acceptable
to Buyer;


 


(xix)        if
Seller shall breach or fail to perform any of the covenants or conditions contained in this Agreement or any Transaction Document,
other than those specifically otherwise referred to in this Article 13, and such breach or failure is not cured within
ten (10) days following written notice from Buyer to Seller thereof; provided that if such breach or failure is non-monetary
in nature and is susceptible of cure but cannot reasonably be cured within such 10-day period, and if Seller has diligently and
expeditiously proceeded to cure such breach or failure, then such 10-day period shall be extended for such time as is reasonably
necessary for Seller, in the exercise of due diligence, to cure such breach or failure, and in no event shall such cure period
exceed sixty (60) days from the earlier of Seller’s receipt of Buyer’s notice of such breach or failure or Seller’s
Knowledge of such breach or failure;


 


(xx)       the
breach, subject to applicable grace and cure periods, by Guarantor of any term, covenant (financial or otherwise) or condition
set forth in the Guarantee Agreement or of any representation, warranty, certification or covenant made or deemed made in the Guarantee
Agreement by Guarantor or if any certificate furnished by Guarantor to Buyer pursuant to the Guarantee Agreement or any information
with respect to the Purchased Assets furnished in writing on behalf of Guarantor shall prove to have been false or misleading in
any respect as of the time made or furnished;


 


(xxi)       intentionally
omitted;


 


(xxii)      Seller,
Pledgor or Guarantor are required to register as an “investment company” (as defined in the Investment Company Act),
or any of the terms of this Agreement violate any requirement of the Investment Company Act, including without limitation Section
18 thereof or any rules or regulations promulgated thereunder;



 

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(xxiii)     Any
servicer fails to deposit all Income or other amounts as required by the provisions of this Agreement when due, or an event of
default has occurred under any servicing agreement (including the Servicing Agreement); provided that no Event of Default
under this clause (xxiii) shall occur if (a) such failure to deposit all Income or any other amounts as required by the provisions
of this Agreement is cured within two (2) Business Days of written notice to Seller or Seller otherwise becoming aware thereof,
and (b) the related servicer is removed and replaced with a replacement servicer satisfactory to Buyer in its sole good faith discretion
within sixty (60) days of such date; or


 


(xxiv)     Guarantor’s
audited annual financial statements or the notes thereto or other opinions or conclusions stated therein are qualified or limited
by reference to the status of Guarantor as a “going concern” or a reference of similar import.


 


Notwithstanding anything to the contrary
contained herein, if failure to apply Income in accordance with Article 5 is solely as a result of Depository failing
to remit funds on deposit in the Depository Account and sufficient funds are actually on deposit in the Depository Account, then,
so long as Seller causes such funds to be remitted to Buyer within one (1) Business Day of such failure, such failure shall not
be an Event of Default.


 


(b)          After
the occurrence and during the continuance of an Event of Default, Seller shall have no ability to enter into any further Transactions
hereunder. If an Event of Default shall occur and be continuing with respect to Seller, 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, Pledgor or Guarantor), the Repurchase
Date for each Transaction hereunder shall, if it has not already occurred, be deemed immediately to occur (the date on which such
option is exercised or deemed to have been exercised being referred to hereinafter as the “Accelerated Repurchase Date”).


 


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


 


(A)         Seller’s
obligations hereunder to repurchase all Purchased Assets shall become immediately due and payable on and as of the Accelerated
Repurchase Date without presentment or demand of any kind, which are hereby expressly waived, and all Income (including, without
limitation, any Principal Payments or any other amounts received, without regard to their source) deposited in the Depository Account
shall be retained by Buyer and applied in accordance with Article 5(c);



 

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(B)         to
the extent permitted by applicable law, the Repurchase Price with respect to each Transaction (determined as of the Accelerated
Repurchase Date) shall be increased by the aggregate amount obtained by daily application of, on a 360-day-per-year basis for the
actual number of days during the period from and including the Accelerated Repurchase Date to but excluding the date of payment
of the Repurchase Price (as so increased), (x) the Pricing Rate for such Transaction multiplied by (y) the Purchase Price for such
Transaction (decreased by (I) any amounts actually remitted to Buyer by the Depository or Seller from time to time pursuant to
Article 5 of this Agreement and applied to such Repurchase Price, and (II) any amounts applied to the Repurchase
Price pursuant to Article 13(b)(iii) of this Agreement); and


 


(C)         Buyer
may terminate this Agreement.


 


(iii)         Upon
the occurrence and during the continuance of an Event of Default with respect to Seller, Buyer may (A) immediately sell, at a public
or private sale in a commercially reasonable manner and at such price or prices as Buyer may deem satisfactory any or all of the
Purchased Assets, and/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 unpaid
Repurchase Price for such Purchased Assets and any other amounts owing by Seller under the Transaction Documents. The proceeds
of any disposition of Purchased Assets effected pursuant to this Article 13(b)(iii) shall be applied, (v) first,
to the costs and expenses incurred by Buyer in connection with Seller’s default, including without limitation, all costs
of collection associated with the interpretation and enforcement of Buyer’s rights and remedies under this Agreement and
all of the other Transaction Documents; (w) second, to actual, out-of-pocket damages incurred by Buyer in connection with
Seller’s default, (x) third, to the Repurchase Prices; (y) fourth, to any Breakage Costs; and (z) fifth,
to return any excess to Seller.


 


(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 liquidation of a Transaction or the Purchased Assets does
not require a public purchase or sale and that a good faith private purchase or sale shall be deemed to have been made in a commercially
reasonable manner. Accordingly, Buyer may elect, in its sole 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 and its Affiliates and shall indemnify Buyer and its Affiliates for the amount (including in connection
with the enforcement of this Agreement) of all out-of-pocket losses, costs and expenses, including reasonable legal fees and expenses
of outside counsel, actually incurred by Buyer in connection with or as a consequence of an Event of Default.



 

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(vi)         Buyer
shall have, in addition to its rights and remedies under the Transaction Documents, all of the rights and remedies provided by
applicable federal, state, foreign (where relevant), 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. 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 under this Agreement, without prejudice to Buyer’s
right to recover any deficiency.


 


(vii)        Buyer
may exercise any or all of the remedies available to Buyer immediately upon the occurrence of an Event of Default with respect
to Seller 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.


 


(viii)       Buyer
may enforce its rights and remedies hereunder without prior judicial process or hearing, and Seller hereby expressly waives any
defenses Seller might otherwise have to require Buyer to enforce its rights by judicial process. Seller also waives, to the extent
permitted by law, any defense Seller might otherwise have arising from the use of non-judicial process, disposition of any or all
of the Purchased Assets, or from any other election of remedies. Seller recognizes that non-judicial 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.


 


Article
14.

INCREASED COSTS; TAXES


 


(a)          Market
Disruption. If prior to the first (1st) day of any Pricing Rate Period with respect to any Transaction, (i) Buyer shall have
determined (which determination shall be conclusive and binding upon Seller absent manifest error) that LIBOR is unobtainable in
accordance in the definition of LIBOR in Article 2, (ii) LIBOR determined or to be determined for such Pricing Rate
Period will not adequately and fairly reflect the cost to Buyer (as determined and certified by Buyer) of making or maintaining
Transactions during such Pricing Rate Period, or (iii) Buyer shall have determined (which determination shall be conclusive and
binding upon Seller absent manifest error) that there has been or there is likely to be an alternative index or interest rate to
replace the actual or potential phase out of LIBOR, then Buyer shall, by written notice to Seller, which notice shall set forth
in reasonable detail such circumstances, establish the Pricing Rate for such Pricing Rate Period and all subsequent Pricing Rate
Periods until such notice is withdrawn by Buyer, as a per annum rate equal to, in Buyer’s sole discretion, either the sum
of (x) (1) Federal Funds Rate plus (2) the Federal Funds Rate Applicable Spread or (y) (1) the Substitute Rate plus (2) the Substitute
Rate Applicable Spread.



 

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(b)          Illegality.
Notwithstanding any other provision herein, if the adoption of or any change in any Requirement of Law or in the interpretation
or application thereof shall make it unlawful for Buyer to enter into or maintain Transactions as contemplated by the Transaction
Documents, (a) the commitment of Buyer hereunder to enter into new Transactions or, if such adoption of or change in Requirement
of Law makes it unlawful for Buyer to continue to maintain Transactions as contemplated by this Agreement, to continue Transactions
as such shall forthwith be canceled, and (b) the Transactions then outstanding shall be converted automatically, at Buyer’s
election, to either Federal Funds Rate Transactions or Substitute Rate Transactions, on the last day of the then current Pricing
Rate Period or within such earlier period as may be required by law. If any such conversion of a Transaction occurs on a day that
is not the last day of the then current Pricing Rate Period with respect to such Transaction, Seller shall pay to Buyer such amounts,
if any, as may be required pursuant to Article 14(f) of this Agreement.


 


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


 


(i)           shall
subject Buyer or any Transferee to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d)
of the definition of Excluded Taxes and (C) Connection Income Taxes) under this Agreement, or its loans, loan principal, letters
of credit, commitments, or other obligation, or its deposits, reserves, other liabilities or capital attributable thereto;


 


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


 


(iii)         shall
impose on Buyer any other condition;


 


and the result of any
of the foregoing is to increase the cost to Buyer, by an amount that Buyer deems, in the exercise of its reasonable business judgment,
to be material, of entering into, continuing or maintaining Transactions or to reduce any amount receivable under the Transaction
Documents in respect thereof; then, in any such case, Seller shall promptly pay Buyer, within ten (10) Business Days of Buyer’s
demand therefor, any additional amounts necessary to compensate Buyer for such increased cost or reduced amount receivable; provided,
however, that any such determination by Buyer and imposition of such increased costs shall not be applied to Seller unless and
until such determination by Buyer and imposition of such increased costs are applied by Buyer to other similarly situated sellers
under similar repurchase facilities with Buyer; provided, further, that Seller shall not be required to compensate
Buyer pursuant to this Article 14(c) for any increased cost or reduced amount receivable suffered more than 180 days
prior to the date that Buyer notifies Seller of the change in Requirement of Law or other event giving rise to such increased cost
or reduced amount receivable and of Buyer’s intention to claim compensation therefor. Such notification as to the calculation
of any additional amounts payable pursuant to this subsection shall be submitted by Buyer to Seller and shall be prima facie evidence
of such additional amounts. This covenant shall survive the termination of this Agreement and the repurchase by Seller of any or
all of the Purchased Assets.



 

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(d)       Capital
Adequacy. If Buyer shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy
or in the interpretation or application thereof or compliance by Buyer or any corporation controlling Buyer with any request or
directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to
the date hereof does or shall have the effect of reducing the rate of return on Buyer’s or such corporation’s capital
as a consequence of its obligations hereunder to a level below that which Buyer or such corporation could have achieved but for
such adoption, change or compliance (taking into consideration Buyer’s or such corporation’s policies with respect
to capital adequacy) by an amount deemed by Buyer, to be material, then from time to time, after submission by Buyer to Seller
of a written request therefor (provided, however, that any such determination by Buyer and imposition of such increased
costs shall not be applied to Seller unless and until such determination by Buyer and imposition of such increased costs are applied
by Buyer to other similarly situated sellers under similar repurchase facilities with Buyer), Seller shall pay to Buyer such additional
amount or amounts as will compensate Buyer for such reduction. Such notification as to the calculation of any additional amounts
payable pursuant to this subsection shall be submitted by Buyer to Seller and shall be prima facie evidence of such additional
amounts. This covenant shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased
Assets.


 


(e)       Dodd-Frank;
Basel III. 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
pursuant to Basel III, in each case are deemed to be an adoption of or change in a Requirement of Law made subsequent to the date
of this Agreement, regardless of the date enacted, adopted or issued.


 


(f)       Breakage
Costs. If Seller repurchases Purchased Assets on a day other than the last day of a Pricing Rate Period, Seller shall indemnify
Buyer and hold Buyer harmless from any actual out-of-pocket losses, costs and/or expenses which Buyer sustains as a direct consequence
thereof (“Breakage Costs”), in each case for the remainder of the applicable Pricing Rate Period. Buyer
shall deliver to Seller a statement setting forth the amount and basis of determination of any Breakage Costs in reasonable detail,
it being agreed that such statement and the method of its calculation shall be conclusive and binding upon Seller absent manifest
error. This Article 14(f) shall survive termination of this Agreement and the repurchase of all Purchased Assets
subject to Transactions hereunder.


 


(g)       Payments
Free of Taxes. Any and all payments by or on account of any obligation of Seller under this Agreement or any Transaction Document
shall be made without deduction or withholding for any Taxes, except as required by applicable law (including FATCA). If any applicable
law (as determined in the good faith discretion of Seller) requires the deduction or withholding of any Tax from any such payment
by Seller, then Seller shall be entitled to make such deduction or withholding and shall timely pay 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 by Seller shall be increased as necessary so that after such deduction or withholding has been made (including
such deductions and withholdings applicable to additional sums payable under this Article 14) the applicable Buyer
or Transferee receives an amount equal to the sum it would have received had no such deduction or withholding been made.



 

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(h)          Payment
of Other Taxes by Seller. Seller shall timely pay, without duplication, (i) any Other Taxes imposed on such Seller to the relevant
Governmental Authority in accordance with applicable law, and (ii) any Other Taxes imposed on Buyer or Transferee upon written
notice from such Person setting forth in reasonable detail the calculation of such Other Taxes.


 


(i)           Evidence
of Payments. As soon as practicable after any payment of Taxes by Seller to a Governmental Authority pursuant to this Article
14, Seller shall deliver to Buyer or Transferee 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 or Transferee.


 


(j)           Indemnification
by Seller. Without duplication of any other obligation under this Article 14, Seller shall indemnify Buyer and
each Transferee, within ten (10) calendar days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified
Taxes imposed or asserted on or attributable to amounts payable under this Article 14) payable or paid by Buyer or
such Transferee or required to be withheld or deducted from a payment to Buyer or such Transferee and any reasonable expenses arising
therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority. A certificate as to the amount of such payment or liability delivered to Seller by Buyer or such Transferee
shall be conclusive absent manifest error.


 


(k)          Status
of Buyer and Assignees. Any Buyer or Assignee that is entitled to an exemption from or reduction of withholding Tax with respect
to payments made under any Transaction Document shall deliver to Seller, at the time or times reasonably requested by Seller, such
properly completed and executed documentation reasonably requested by Seller as will permit such payments to be made without withholding
or at a reduced rate of withholding. In addition, Buyer or Assignee, if reasonably requested by Seller, shall deliver such other
documentation prescribed by applicable law or reasonably requested by Seller as will enable Seller to determine whether or not
Buyer or Assignee 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 Articles 14(k)(A), 14(k)(B) and 14(k)(D) below) shall not be required if in Buyer’s
or Assignee’s reasonable judgment such completion, execution or submission would subject Buyer or such Assignee to any material
unreimbursed cost or expense or would materially prejudice the legal or commercial position of Buyer or such Assignee.


 


Without limiting the
generality of the foregoing:


 


(A)         Buyer
or any Transferee that is a U.S. Person shall deliver to Seller on or prior to the date on which Buyer or such Assignee acquires
an interest under any Transaction Document (and from time to time thereafter upon the reasonable request of Seller), executed copies
of IRS Form W 9 certifying that Buyer or Assignee is exempt from U.S. federal backup withholding tax;



 

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(B)          any
Foreign Buyer or foreign Transferee shall, to the extent it is legally entitled to do so, deliver to Seller (in such number of
copies as shall be requested by the recipient) on or prior to the date on which such Foreign Buyer or foreign Transferee acquires
an interest under this Agreement (and from time to time thereafter upon the reasonable request of Seller), whichever of the following
is applicable:


 


(1)         in
the case of a Foreign Buyer or foreign Transferee claiming the benefits of an income tax treaty to which the United States is a
party (x) with respect to payments of interest under this Agreement, executed copies of IRS Form W 8BEN or 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 (y) with respect to any other applicable payments under this Agreement, IRS Form W-8BEN or 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;


 


(2)         executed
copies of IRS Form W-8ECI;


 


(3)         in
the case of a Foreign Buyer or foreign Transferee claiming the benefits of the exemption for portfolio interest under Section 881(c)
of the Code, (x) a certificate substantially in the form of Exhibit VIII to the effect that such Foreign Buyer or
foreign Transferee 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 (y) executed
copies of IRS Form W-8BEN or IRS Form W-8BEN-E; or


 


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



 

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(C)         any
Foreign Buyer or foreign Transferee shall, to the extent it is legally entitled to do so, deliver to Seller (in such number of
copies as shall be requested by the recipient) on or prior to the date on which such Foreign Buyer or foreign Transferee acquires
an interest under this Agreement (and from time to time thereafter upon the reasonable request of Seller), executed copies 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


 


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


 


Buyer and each Assignee
agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall
update such form or certification, provide such successor form or promptly notify Seller in writing of its legal inability to do
so.


 


(l)           Treatment
of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund
of any Taxes as to which it has been indemnified pursuant to this Article 14 (including by the payment of additional
amounts pursuant to this Article 14), it shall pay to the indemnifying party an amount equal to such refund (but
only to the extent of indemnity payments made under this Article 14 with respect to the Taxes giving rise to such
refund), net of all out of pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest
paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified
party, shall repay to such indemnified party the amount paid over pursuant to this Article 14(l) (plus any penalties,
interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required
to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Article 14(l),
in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this Article 14(l)
the payment of which would place the indemnified party in a less favorable net after Tax position than the indemnified party would
have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise
imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall
not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes
that it deems confidential) to the indemnifying party or any other Person.



 

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(m)         Assignment
of Certain Rights. If any Buyer or Assignee requests compensation under this Article 14 or, if Seller is required
to pay any Indemnified Taxes or additional amounts to any Buyer or any Assignee or any Governmental Authority for the account of
any Buyer or Assignee pursuant to Article 14(d), or if any Buyer or Assignee defaults in its obligations under this
Agreement, then Seller may, at its sole expense and effort, upon notice to such Buyer or Assignee, require such Buyer or Assignee
to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Article 18),
all its interests, rights (other than its existing rights to payments pursuant to Article 3(g) or Article 14(c))
and obligations under this Agreement and the related Transaction Documents to an assignee that shall assume such obligations (which
assignee may be another Buyer, if a Buyer accepts such assignment); provided that (i) such Buyer or Assignee shall have
received payment of an amount equal to the Repurchase Price for all Transactions, Price Differential accreted with respect thereto,
accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding Repurchase Price
principal and accreted Price Differential and fees) or Seller (in the case of all other amounts) and (ii) in the case of any such
assignment resulting from a claim for compensation under Article 14(c) or payments required to be made pursuant to
Article 3(g), such assignment will result in a reduction in such compensation or payments. A Buyer or Assignee shall
not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Buyer or Assignee
or otherwise, the circumstances entitling Seller to require such assignment and delegation cease to apply.


 


(n)          Survival
of Obligations. Each party’s obligations under this Article 14 shall survive any assignment of rights by,
or the replacement of, Buyer or Assignee, the termination of the Agreement and the repayment, satisfaction or discharge of all
obligations under this Agreement.


 


Article
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 (i) 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, (ii) that each of them shall be entitled to set off claims and apply property held by them in respect of any Transaction
against obligations owing to them in respect of any other Transactions hereunder and (iii) that payments, deliveries and other
transfers made by either of them in respect of any Transaction shall be deemed to have been made in consideration of payments,
deliveries and other transfers in respect of any other Transactions hereunder, and the obligations to make any such payments, deliveries
and other transfers may be applied against each other and netted.



 

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Article
16.

RECORDING OF COMMUNICATIONS


 


EACH OF BUYER AND
SELLER SHALL HAVE THE RIGHT (BUT NOT THE OBLIGATION) FROM TIME TO TIME TO MAKE OR CAUSE TO BE MADE TAPE RECORDINGS OF COMMUNICATIONS
BETWEEN ITS EMPLOYEES, IF ANY, AND THOSE OF THE OTHER PARTY WITH RESPECT TO TRANSACTIONS. EACH OF BUYER AND SELLER HEREBY CONSENTS
TO THE ADMISSIBILITY OF SUCH TAPE RECORDINGS IN ANY COURT, ARBITRATION, OR OTHER PROCEEDINGS, AND AGREES THAT A DULY AUTHENTICATED
TRANSCRIPT OF SUCH A TAPE RECORDING SHALL BE DEEMED TO BE A WRITING CONCLUSIVELY EVIDENCING THE PARTIES’ AGREEMENT.


 


Article
17.

NOTICES AND OTHER COMMUNICATIONS


 


Unless otherwise provided
in this Agreement, all notices, consents, approvals and requests required or permitted hereunder shall be given in writing and
shall be effective for all purposes if hand delivered or sent by (a) hand delivery, with proof of 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 delivery or (d) by telecopier (with answerback acknowledged) provided that such telecopied notice must also
be delivered by one of the means set forth above, or (e) by e-mail with confirmation of delivery, to the address specified in Annex
I attached 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 write notice to the other parties hereto in the manner provided for in this Article 17. A notice
shall be deemed to have been given: (v) in the case of hand delivery, at the time of delivery, (w) in the case of registered or
certified mail, when delivered or the first attempted delivery on a Business Day, (x) in the case of expedited prepaid delivery
upon the first attempted delivery on a Business Day, (y) in the case of telecopier, upon receipt of answerback confirmation, provided
that such telecopied notice was also delivered as required in this Article 17, or (z) in the case of e-mail, upon
confirmation of delivery. A party receiving a notice that does not comply with the technical requirements for notice under this
Article 17 may elect to waive in writing any deficiencies and treat the notice as having been properly given.


 


Article
18.

ENTIRE AGREEMENT; SEVERABILITY


 


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



 

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Article
19.

NON ASSIGNABILITY


 


(a)       Seller
may not assign any of its rights or obligations under this Agreement without the prior written consent of Buyer and 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, without consent of Seller, sell to one or more banks, financial institutions or other entities (“Participants”)
participating interests in any Transaction, its interest in the Purchased Assets, or any other interest of Buyer under this Agreement.
Buyer may, at any time and from time to time, assign to any Person (an “Assignee” and together with Participants,
each a “Transferee” and collectively, the “Transferees”) all or any part of
its rights or interests in the Purchased Assets, or any other interest of Buyer under this Agreement; provided that, so long as
no Event of Default has occurred and is continuing, and whether an assignment or a participation, (x) any such Transferee or Participant
is not a Prohibited Transferee, (y) Seller shall continue to deal solely and directly with Buyer in connection with Buyer’s
rights and obligations under the Transaction Documents, and (z) Buyer shall retain sole decision making authority under the Transaction
Documents. Seller agrees to cooperate with Buyer, at Buyer’s cost, in connection with any such assignment, transfer or sale
of participating interest and to enter into such restatements of, and amendments, supplements and other modifications to, this
Agreement and all other Transaction Documents in order to give effect to such assignment, transfer or sale.


 


(c)       Buyer,
acting solely for this purpose as an agent of Seller, shall maintain, either at its offices at the address set forth on Annex
I attached hereto or electronically, 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 in any other interests under this Agreement of
any Assignee pursuant to the terms hereof from time to time (the “Register”). The entries in the Register
shall be conclusive absent manifest error, and Seller, Buyer and the Assignees shall treat each Person whose name is recorded in
the Register pursuant to the terms hereof as the beneficial owner of the interests in the Transactions, Purchased Assets or in
any other interests under this Agreement for all purposes of this Agreement. The Register shall be available for inspection by
Seller, Buyer and any Assignee, at any reasonable time and from time to time upon reasonable prior notice during normal banking
business hours. The parties intend that the Transactions and the Purchased Assets shall at all times be treated as being in “registered
form” within the meaning of Section 163(f), Section 871(h)(2) and Section 881(c)(2) of the Code and any related Treasury
regulations (or any other relevant or successor provisions of the Code or of such Treasury regulations).


 


(d)       If
Buyer sells a participation it 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 in the Transactions, Purchased Assets or any other interests
under this Agreement of each Participant (the “Participant Register”); provided that Buyer shall have
no obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information
relating to a Participant’s ownership rights in the Transactions, Purchased Assets or any other interests under this Agreement)
to any Person except to the extent (i) disclosing the portion of the Participant Register relating to a Participant with respect
to which a claim for additional amounts is made under Articles 14(a), 14(b), 14(c), 14(d)
or 14(f), or (ii) otherwise to the extent such disclosure is reasonably expected to be necessary to establish that
such ownership rights in the Transactions or any other interests under this Agreement are in registered form under Section 5f.103-1(c)
of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and
Buyer shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes
of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, no sale, assignment, transfer or participation
pursuant to this Article 19 shall be effective unless and until reflected in the Register or Participant Register,
as applicable.


 



 

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(e)       Nothing
in this Agreement shall prevent or prohibit any Buyer from pledging any of its Purchased Assets hereunder to a Federal Reserve
Bank in support of borrowings made by such Buyer from such Federal Reserve Bank; provided, however, no such pledge
shall release a Buyer from any of its obligations hereunder or substitute any such pledgee for such Buyer as a party hereto.


 


Article
20.

GOVERNING LAW


 


THIS AGREEMENT AND
ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT,
AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF.
THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS
AGREEMENT.


 


Article
21.

NO WAIVERS, ETC.


 


No express or implied
waiver of any Event of Default by either party shall constitute a waiver of any other Event of Default and no exercise of any remedy
hereunder by any party 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. Without limitation of any of the foregoing, the failure to
give a notice pursuant to Articles 4(a) or 4(b) hereof will not constitute a waiver of any right to
do so at a later date.


 


Article
22.

USE OF EMPLOYEE PLAN ASSETS


 


(a)       If
 “plan assets” within meaning of the Plan Asset Regulations are intended to be used by either party hereto (the “Plan
Party”) in a Transaction, the Plan Party shall so notify the other party prior to the Transaction. The Plan Party
shall represent in writing to the other party that the Transaction does not constitute a non-exempt prohibited transaction under
Section 406(a) of ERISA or Section 4975(c)(1)(A)-(D) of the Code, and the other party may proceed in reliance thereon but shall
not be required so to proceed.



 

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(b)       Subject
to the last sentence of subparagraph (a) of this Article 22, any such Transaction shall proceed only if Seller furnishes
or has furnished to Buyer its most recent available audited statement of its financial condition and its most recent subsequent
unaudited statement of its financial condition.


 


(c)       By
entering into a Transaction, pursuant to this Article 22, Seller shall be deemed (i) to represent to Buyer that since
the date of Seller’s latest such financial statements, there has been no material adverse change in Seller’s financial
condition that Seller has not disclosed to Buyer, and (ii) to agree to provide Buyer with future audited and unaudited statements
of its financial condition as they are issued, so long as it is Seller in any outstanding Transaction involving a Plan Party.


 


Article
23.

INTENT


 


(a)       The
parties intend and recognize that each Transaction is a “repurchase agreement” as that term is defined in Section 101(47)
of the Bankruptcy Code (except insofar as the type of Assets subject to such Transaction or the term of such Transaction would
render such definition inapplicable), and a “securities contract” as that term is defined in Section 741 of the Bankruptcy
Code (except insofar as the type of assets subject to such Transaction would render such definition inapplicable). The parties
hereto intend (i) for each Transaction to qualify for the “safe harbor” treatment provided by the Bankruptcy Code and
for Buyer to be entitled to all of the rights, benefits and protections afforded to Persons under the Bankruptcy Code with respect
to a “repurchase agreement” as defined in Section 101(47) of the Bankruptcy Code and a “securities contract”
as defined in Section 741(7) of the Bankruptcy Code and that payments under this Agreement are deemed “margin payments”
or “settlement payments,” as defined in Section 101 of the Bankruptcy Code, (ii) for the grant of a security interest
set forth in Article 6 to also be a “securities contract” as defined in Section 741(7)(A)(xi) of the
Bankruptcy Code and a “repurchase agreement” as that term is defined in Section 101(47)(A)(v) of the Bankruptcy Code,
and (iii) that Buyer (for so long as each party is either a “financial institution,” “financial participant,”
 “repo participant,” “master netting participant” or other entity listed in Sections 546, 555, 559, 561,
362(b)(6) or 362(b)(7) of the Bankruptcy Code) shall be entitled to the “safe harbor” benefits and protections afforded
under the Bankruptcy Code with respect to a “repurchase agreement” and a “securities contract,” and a “master
netting agreement” including (x) the rights, set forth in Article 13 and in Section 555, 559 and 561 of the
Bankruptcy Code, to liquidate the Purchased Assets and terminate this Agreement, and (y) the right to offset or net out as set
forth in Article 13 and in Sections 362(b)(6), 362(b)(7), 362(o) and 546 of the Bankruptcy Code.


 


(b)       It
is understood that either party’s right to accelerate or terminate this Agreement or to liquidate Assets delivered to it
in connection with the Transactions hereunder or to exercise any other remedies pursuant to Article 13 hereof is
a contractual right to accelerate or terminate this Agreement or to liquidate Assets as described in Sections 555 and 559 of the
Bankruptcy Code. It is further understood and agreed that either party’s right to cause the termination, liquidation or acceleration
of, or to offset net termination values, payment amounts or other transfer obligations arising under or in connection with this
Agreement or the Transactions hereunder is a contractual right to cause the termination, liquidation or acceleration of, or to
offset net termination values, payment amounts or other transfer obligations arising under or in connection with this Agreement
as described in Section 561 of the Bankruptcy Code.



 

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(c)       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 (“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).


 


(d)       Each
party hereto further agrees that it shall not challenge the characterization of this Agreement or any Transaction as a “repurchase
agreement,” “securities contract,” and/or “master netting agreement,” or each party as a “repo
participant” within the meaning of the Bankruptcy Code except in so far as the type of Purchased Assets subject to the Transactions
or, in the case of a “repurchase agreement,” the term of the Transactions, would render such definition inapplicable.


 


(e)       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).


 


(f)        It
is understood that this Agreement constitutes a “master netting agreement” as defined in Section 101(38A) of the Bankruptcy
Code, and as used in Section 561 of the Bankruptcy Code.


 


(g)       Each
party to this Agreement acknowledges that it is its intent for purposes of U.S. federal, state and local income and franchise taxes
(a) to treat each Transaction as indebtedness of Seller that is secured by the Purchased Assets and (b) that the Purchased Assets
are owned by Seller in the absence of an Event of Default by Seller. All parties to this Agreement agree to such treatment and
agree to take no action inconsistent with this treatment, unless required by law.


 


(h)       The
parties agree that the Servicing Rights and other servicing provisions of this Agreement constitute (a) “related terms”
under this Agreement within the meaning of Section 101(47)(A)(i) of the Bankruptcy Code and/or (b) a security agreement
or other arrangement or other credit enhancement related to the Transaction Documents.


 


Article
24.

DISCLOSURE RELATING TO CERTAIN FEDERAL PROTECTIONS


 


The parties acknowledge
that they have been advised that:


 


(a)       in
the case of Transactions in which one of the parties is a broker or dealer registered with the Securities and Exchange Commission
(“SEC”) under Section 15 of the 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;



 

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(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.


 


Article
25.

CONSENT TO JURISDICTION; WAIVERS


 


(a)       Pursuant
to, and in accordance with, Section 5-1402 of the New York State General ObligationS Law, each party irrevocably and unconditionally
(i) submits to the non exclusive jurisdiction of any United States Federal or New York State court sitting in Manhattan, and any
appellate court from any such court, solely for the purpose of any suit, action or proceeding brought to enforce its obligations
under this Agreement or relating in any way to this Agreement or any Transaction under this Agreement and (ii) waives, to the fullest
extent it may effectively do so, any defense of an inconvenient forum to the maintenance of such action or proceeding in any such
court and any right of jurisdiction on account of its place of residence or domicile.


 


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



 

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(c)       The
parties hereby irrevocably waive, to the fullest extent each may effectively do so, the defense of an inconvenient forum to the
maintenance of such action or proceeding and irrevocably consent to the service of any summons and complaint and any other process
by the mailing of copies of such process to them at their respective address specified herein. The parties hereby agree that a
final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment
or in any other manner provided by law. Nothing in this Article 25 shall affect the right of EITHER PARTY to serve legal
process in any other manner permitted by law or affect the right of such party to bring any action or proceeding against the other
party or its property in the courts of other jurisdictions.


 


(d)       SELLER
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.


 


Article
26.

NO RELIANCE


 


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


 


(a)       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;


 


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


 


(c)       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;


 


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



 

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(e)       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, guarantee 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.


 


Article
27.

INDEMNITY


 


Seller hereby agrees
to indemnify Buyer, Buyer’s Affiliates, and each of its officers, directors, and employees (collectively, “Indemnified
Parties”) from and against any and all actual out-of-pocket liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, fees, costs, expenses (including, without limitation, reasonable attorneys’ fees and disbursements
of outside counsel) or disbursements (all of the foregoing, collectively “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, incurred and paid by or asserted against any Indemnified Party in any way whatsoever arising
out of, or in connection with, or relating to the Transaction Documents including this Agreement or any Transactions hereunder
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 liabilities, obligations, losses, damages, penalties, actions, judgments, suits, fees, costs,
expenses or disbursements resulting from the gross negligence or willful misconduct of Buyer or any Indemnified Party. Without
limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer 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 the
Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, fees, costs, expenses or disbursements resulting from the gross negligence or willful misconduct
of Buyer or any 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, Seller will save, indemnify and hold Buyer harmless
from and against all actual out-of-pocket expense (including, without limitation, reasonable attorneys’ fees and disbursements
of outside counsel), loss or damage suffered by reason of any defense, set off, counterclaim, recoupment or reduction or liability
whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising
out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its
successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable out-of-pocket
costs and expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including,
without limitation, those incurred pursuant to Article 28 and Article 3 (including, without limitation,
all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place
for any reason)) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents
or Transaction contemplated hereby, including, without limitation, the reasonable fees and disbursements of its outside counsel.
Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller and this Article 27
shall survive the termination of this Agreement and the Transactions contemplated hereby. For the avoidance of doubt, this Article
27 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax
claim.



 

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Article
28.

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 otherwise, and Seller agrees that upon reasonable
prior notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect,
and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments
or information relating to such Purchased Assets in the possession or under the control of Seller, Primary Servicer and any other
servicer or sub-servicer and/or Custodian. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and
expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer
within thirty (30) calendar days after receipt of an invoice therefor. Seller also shall make available to Buyer a knowledgeable
financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and the Purchased Assets.
Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based
solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and
that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the
Purchased Assets. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwriting.
Seller agrees to cooperate with Buyer and any third party underwriter 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 Seller. Upon a written demand therefor
by Buyer to Seller, Seller further agrees that Seller shall promptly (but in no event later than ten (10) Business Days after such
a demand) reimburse Buyer for any and all reasonable attorneys’ fees, costs and expenses of outside counsel reasonably incurred
by Buyer in connection with continuing due diligence on Eligible Assets and Purchased Assets.


 


Article
29.

SERVICING


 


(a)       Each
servicer of any Purchased Asset (including the Primary Servicer) shall service the Assets for the benefit of Buyer and Buyer’s
successors and assigns. The appointment of each servicer of any Purchased Asset (including the Primary Servicer) shall be subject
to the prior written approval of Buyer. Seller shall cause each such servicer (including the Primary Servicer) to service the Purchased
Assets at Seller’s sole cost and for the benefit of Buyer in accordance with Accepted Servicing Practices; provided
that, without prior written consent of Buyer in its sole discretion as required by Article 7(d) no servicer (including
the Primary Servicer) of any of the Purchased Assets shall take any action with respect to any Purchased Asset described in Article
7(d) other than pursuant to a Revocable Option.



 

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(b)       Seller
agrees that Buyer is the owner of all servicing records, including, but not limited to, any and all servicing agreements (including,
without limitation, the Primary Servicing Agreement or any other servicing agreement relating to the servicing of any or all of
the Purchased Assets) (collectively, the “Servicing Agreements”), files, documents, records, data bases,
computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, valuations, 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 such Servicing
Records and to deliver them promptly to Buyer or its designee at Buyer’s request.


 


(c)       Upon
the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the
Purchased Assets on a servicing released basis and/or (ii) terminate Seller (as the servicer), Primary Servicer or any other servicer
or sub-servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee.


 


(d)       Seller
shall not employ sub-servicers or any other servicer other than Primary Servicer pursuant to the Primary Servicing Agreement to
service the Purchased Assets without the prior written approval of Buyer, in Buyer’s sole discretion. If the Purchased Assets
are serviced by such a Buyer approved sub-servicer or any other servicer, Seller shall, irrevocably assign all rights, title and
interest (if any) in the servicing agreements in the Purchased Assets to Buyer. Seller shall cause all servicers and sub-servicers
engaged by Seller to execute a direct agreement with Buyer acknowledging Buyer’s security interest and agreeing that each
servicer and/or sub-servicer shall transfer all Income with respect to the Purchased Assets in accordance with the applicable Servicing
Agreement and so long as any Purchased Asset is owned by Buyer hereunder, following notice from Buyer to Seller and each such servicer
of an Event of Default under this Agreement, each such servicer (including Primary Servicer) or sub-servicer shall take no action
with regard to such Purchased Asset other than as specifically directed by Buyer.


 


(e)       The
payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement.


 


(f)        For
the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Primary
Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that
the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer.


 


Article
30.

MISCELLANEOUS


 


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



 

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(b)       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.


 


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


 


(d)       Without
limiting the rights and remedies of Buyer under the Transaction Documents, Seller shall pay on demand Buyer’s reasonable
actual out-of-pocket costs and expenses, including reasonable fees and expenses of accountants, attorneys and advisors, incurred
in connection with the preparation, negotiation, execution, consummation and administration of, and any amendment, supplement or
modification to, the Transaction Documents and the Transactions thereunder (except as expressly set forth herein), whether or not
such Transaction Document (or amendment thereto) or Transaction is ultimately consummated. Seller agrees to pay Buyer promptly
on demand (but in no event later than ten (10) Business Days after such a demand) all costs and expenses (including, without limitation,
reasonable expenses for legal services of every kind) of any subsequent enforcement of any of the provisions hereof, or of the
performance by Buyer of any obligations of Seller in respect of the Purchased Assets, or any actual or attempted sale, or any exchange,
enforcement, collection, compromise or settlement in respect of any of the Purchased Items and for the custody, care or preservation
of the Purchased Items (including insurance costs) and defending or asserting rights and claims of Buyer in respect thereof, by
litigation or otherwise. In addition, Seller agrees to pay Buyer on demand all reasonable costs and expenses (including, without
limitation, reasonable expenses for legal services of every kind) incurred in connection with the maintenance of the Depository
Account and registering the Purchased Items in the name of Buyer or its nominee. All such expenses shall be recourse obligations
of Seller to Buyer under this Agreement and shall survive the termination of this Agreement.


 


(e)       In
addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of such rights,
Seller hereby grants to Buyer and its Affiliates a right of offset, to secure repayment of all amounts owing to Buyer or its Affiliates
by Seller under the Transaction Documents, upon any and all monies, securities, collateral or other property of Seller and the
proceeds therefrom, now or hereafter held or received by Buyer or its Affiliates or any entity under the control of Buyer or its
Affiliates and its respective successors and assigns (including, without limitation, branches and agencies of Buyer, wherever located),
for the account of Seller, whether for safekeeping, custody, pledge, transmission, collection, or otherwise, and also upon any
and all deposits (general or specified) and credits of Seller at any time existing. Buyer and its Affiliates are hereby authorized
at any time and from time to time upon the occurrence and during the continuance of an Event of Default, without notice to Seller,
any such notice being expressly waived, to offset, appropriate, apply and enforce such right of offset against any and all items
herein above referred to against any amounts owing to Buyer or its Affiliates by Seller under the Transaction, irrespective of
whether Buyer or its Affiliates shall have made any demand hereunder and although such amounts, or any of them, shall be contingent
or unmatured and regardless of any other collateral securing such amounts. Seller shall be deemed directly indebted to Buyer and
its Affiliates in the full amount of all amounts owing to Buyer and its Affiliates by Seller under the Transaction Documents, and
Buyer and its Affiliates shall be entitled to exercise the rights of offset provided for above. ANY AND ALL RIGHTS TO REQUIRE BUYER
OR ITS AFFILIATES TO EXERCISE THEIR RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL OR PURCHASED ITEMS THAT SECURE THE
AMOUNTS OWING TO BUYER OR ITS AFFILIATES BY SELLER UNDER THE TRANSACTION DOCUMENTS PRIOR TO EXERCISING THEIR RIGHT OF OFFSET WITH
RESPECT TO SUCH MONIES, SECURITIES, COLLATERAL, DEPOSITS, CREDITS OR OTHER PROPERTY OF SELLER ARE HEREBY KNOWINGLY, VOLUNTARILY
AND IRREVOCABLY WAIVED BY SELLER.



 

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(f)       Each
party agrees that it shall not assert any claims against the other for special, indirect, consequential or punitive damages for
the actual use or purported use of proceeds hereunder.


 


(g)       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.


 


(h)       This
Agreement 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.


 


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


 


(j)        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.


 


(k)       Wherever
pursuant to this Agreement, Buyer exercises any right given to it to consent or not consent, or to approve or disapprove, or any
arrangement or term is to be satisfactory to, Buyer in its sole discretion, Buyer shall decide to consent or not consent, or to
approve or disapprove or to decide that arrangements or terms are satisfactory or not satisfactory, in its sole discretion and
such decision by Buyer shall be final and conclusive.


 


[REMAINDER OF PAGE LEFT BLANK] 



 

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


 


	 	BUYER:
	 	 
	 	GOLDMAN SACHS BANK USA, a New York state-chartered bank
	 	 	 
	 	By:	/s/  Jeffrey Dawkins
	 	 	Name: Jeffrey Dawkins
	 	 	Title:  Authorized Person


 


Signature Page to Uncommitted Master Repurchase and Securities Contract Agreement


  

     83


     


    

  


	 	SELLER:
	 	 
	 	TERRA MORTGAGE CAPITAL I, LLC, a Delaware limited liability company
	 	 	 
	 	By:	/s/ Vikram Uppal
	 	 	Name: Vikram Uppal
	 	 	Title: Chief Executive Officer


  


Signature Page to Uncommitted Master Repurchase and Securities Contract Agreement


 

     84


     


    

 


 


ANNEXES, EXHIBITS AND SCHEDULES


 


	ANNEX I	Names and Addresses for Communications between Parties
	 	 
	SCHEDULE I	Prohibited Transferees
	 	 
	SCHEDULE II	Purchased Asset File
	 	 
	SCHEDULE III	Organizational Structure Chart
	 	 
	EXHIBIT I	Form of Confirmation Statement
	 	 
	EXHIBIT II	Authorized Representatives of Seller
	 	 
	EXHIBIT III-A	Monthly Reporting Package
	 	 
	EXHIBIT III-B	Quarterly Reporting Package
	 	 
	EXHIBIT III-C	Annual Reporting Package
	 	 
	EXHIBIT IV	Form of Power of Attorney
	 	 
	EXHIBIT V	Representations and Warranties Regarding Individual Purchased Assets
	 	 
	EXHIBIT VI	Advance Procedures
	 	 
	EXHIBIT VII	Form of Margin Deficit Notice
	 	 
	EXHIBIT VIII	Form of Tax Compliance Certificates
	 	 
	EXHIBIT IX	Form of Covenant Compliance Certificate
	 	 
	EXHIBIT X	UCC Filing Jurisdictions
	 	 
	EXHIBIT XI	Form of Servicer Notice
	 	 
	EXHIBIT XII	Form of Release Letter
	 	 
	EXHIBIT XIII	Reserved
	 	 
	EXHIBIT XIV	Form of Custodial Delivery Certificate
	 	 
	EXHIBIT XV	Form of Bailee Letter
	 	 
	EXHIBIT XVI	Underwriting Guidelines
	 	 
	EXHIBIT XVII	Future Funding Advance Procedures


  

     85


     


    

 


ANNEX I



NAMES AND ADDRESSES FOR COMMUNICATIONS BETWEEN PARTIES




Buyer:






GOLDMAN SACHS BANK USA


200 West Street


New York, New York 10282


		Attention:	Mr. Jeffrey Dawkins



		Telephone:	#####



		Telecopy:	#####



		Email:	#####



 


Email: #####


Email: #####


Email: #####


 


With copies to:


 


GOLDMAN SACHS BANK USA


2001 Ross Avenue, Suite 2800


Dallas, Texas 75201


Attention: Brian A. Bolton – Mortgages Legal


Telephone:  #####


Telecopy: #####


Email: #####


 


and


 


Paul Hastings LLP


200 Park Avenue


New York, New York 10166


		Attention:	Lisa A. Chaney, Esq.



		Telephone:	#####



		Facsimile:	#####



		Email:	#####



 


Seller:






TERRA MORTGAGE CAPITAL I, LLC

Terra Mortgage Capital I, LLC


805 Third Avenue, 8th Floor


New York, New York 10022


Attn: Michael Muscat


Telephone: #####


Email: #####



 

     


     


    

  


With copies to:


 


TERRA MORTGAGE CAPITAL I, LLC


805 Third Avenue, 8th Floor


New York, New York 10022


Attn: Vik Uppal


Telephone:  #####


Email:  #####


 


and:


 


TERRA MORTGAGE CAPITAL I, LLC


805 Third Avenue, 8th Floor


New York, New York 10022


Attn: Greg Pinkus


Telephone:  #####


Email:  #####



 

    -2-


     


    

  


SCHEDULE I


 


Prohibited Transferees


 


Reserved.


  

    -3-


     


    

  


Schedule II


 


With respect
to each Purchased Asset, the following documents, as applicable:


 


		(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 or a copy of the loan agreement and the
guarantee, if any, executed in connection with the Purchased Asset.



 


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



 


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




 

     


     


    

  


		(G)	The original or a copy of the title policy or, if the
original title policy has not been issued, the original or a copy of the irrevocable marked commitment to issue the same or pro-forma
title policy.



 


		(H)	The original or a copy 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 copy thereof together with an officer’s certificate of Seller or certification of the named bailee
certifying that such copy represents 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 Underlying Mortgaged Property is located.



 


		(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 together with an officer’s
certificate of Seller or certification of the named bailee certifying that such copies represent true and correct copies of the
originals and that such originals have each been submitted for recordation in the appropriate governmental recording office of
the jurisdiction where the Underlying Mortgaged Property is located.



 


		(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 or a copy of any environmental indemnity
agreement or similar guaranty or indemnity, whether stand-alone or incorporated into the applicable loan documents (if any).



 


		(M)	Mortgagor’s certificate or title affidavit (if
any).



 


		(N)	A survey of the Underlying 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.




 

    -2-


     


    

  


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



 


		(R)	If reasonably requested by Buyer, reports of UCC, tax
lien, judgment and litigation searches, conducted by search firms reasonably acceptable to Buyer with respect to the Purchased
Asset, Seller and the related underlying obligor and such reports reasonably satisfactory to Buyer.



 


		(S)	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.



 


		(T)	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.



 


		(U)	The original or a copy of any participation agreement
and an original or copy of any intercreditor, co-lender agreement, and/or servicing agreement executed in connection with the
Purchased Asset.



 


		(V)	Copies of all other material documents and instruments
evidencing, guaranteeing, insuring, securing or modifying such Purchased Asset, executed and delivered to Seller 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.







 

    -3-


     


    

 


Schedule
III


 


ORGANIZATIONAL
STRUCTURE CHART


 


Reserved.


 





 






    	1



     


    









 


Exhibit I


 


CONFIRMATION STATEMENT

GOLDMAN SACHS BANK USA


 


Ladies and Gentlemen:


 


Seller is pleased to
deliver our written CONFIRMATION of our agreement to enter into the Transaction pursuant to which GOLDMAN SACHS BANK USA,
a New York state-chartered bank, shall purchase from us the Purchased Assets identified on the attached Schedule 1
pursuant to the Uncommitted Master Repurchase and Securities Contract Agreement, dated as of December 12, 2018 (the “Master
Repurchase and Securities Contract Agreement”), between GOLDMAN SACHS BANK USA, a New York state-chartered bank (“Buyer”)
and TERRA MORTGAGE CAPITAL I, LLC, a Delaware limited liability company (“Seller”), on the following
terms. Capitalized terms used herein without definition have the meanings given in the Master Repurchase and Securities Contract
Agreement.


 


	Purchase Date:	__________, 20__
	 	 
	Purchased Assets:	[____Name]:  As identified on attached Schedule 1
	 	 
	Principal Amount of Purchased Asset as of Purchase Date:	[$    ]
	 	 
	Available Future Funding as of Purchase Date:	 
	 	 
	Fully-funded Principal Amount of Purchased Asset:	 
	 	 
	Repurchase Date:	 
	 	 
	Advance Rate:	 
	 	 
	Purchase Price:	[$    ]
	 	 
	Change in Purchase Price	[$    ]
	 	 
	Pricing Rate:	LIBOR Rate plus ______%
	 	 
	Governing Agreements:	As identified on attached Schedule 1
	 	 
	Requested Fund Date:	 
	 	 
	As-Is Value of Underlying Mortgaged Property:	 
	 	 
	Buyer’s LTV:	 
	 	 
	Maximum Buyer’s LTV:	 
	 	 
	Purchase Price Debt Yield	 	Underwritten Net

Operating Income	Purchase Price Debt

Yield
	 	 	 
	Year 1	 	 
	 	 	 
	Year 2	 	 
	 	 	 
	Year 3	 	 
	 	 	 
	Year 4	 	 
	 	 	 
	Year 5	 	 



 

    1


     


    

 


	Draw Fee:	 
	 	 
	Requested Wire Amount (net of Draw Fee):	 
	 	 
	Type of Funding:	[Table/Non-table]
	 	 
	Wiring Instructions:	See Schedule 2
	 	 
	Name and address for communications:	Buyer:	
        GOLDMAN SACHS BANK USA

        200 West Street

        New York, New York 10282

        Attention:         Mr.
        Jeffrey Dawkins

        Telephone:       #####

        Email:                #####

         

        Email: #####

        Email: #####

        Email: #####

         

        With copies to:

         

        GOLDMAN SACHS BANK USA

        2001 Ross Avenue, Suite 2800

        Dallas, Texas 75201

        Attention:        Brian A. Bolton – Mortgages Legal

        Telephone:      #####

        Telecopy:        #####

        Email:              #####

         

        Paul Hastings LLP

        200 Park Avenue

        New York, New York 10166

        Attention:         Lisa
        A. Chaney, Esq.

        Telephone:       #####

        Facsimile:         #####

        Email:               #####

	 	 	 
	 	Seller:	TERRA MORTGAGE CAPITAL I, LLC
	 	 	
        805 Third Avenue, 8th Floor

        New York, New York 10022

        Attn: Michael Muscat

        Telephone: #####

        Email: ##### 




 

    2


     


    

 


	 	With copies to:	
        TERRA MORTGAGE CAPITAL I, LLC

        805 Third Avenue, 8th Floor

        New York, New York 10022

        Attn: Vik Uppal

        Telephone: #####

        Email: #####

         

	 	 	
        TERRA MORTGAGE CAPITAL I, LLC

        805 Third Avenue, 8th Floor

        New York, New York 10022

        Attn: Greg Pinkus

        Telephone: #####

        Email: #####



  

    3


     


    

 


 


	 	TERRA MORTGAGE CAPITAL I, LLC, a Delaware limited liability company
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 



 

    4


     


    

  


	AGREED AND ACKNOWLEDGED:	 
	 	 
	GOLDMAN SACHS BANK USA,	 
	a New York state-chartered bank	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


   

    5


     


    

 


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 Article 3(j) of the Uncommitted Master Repurchase and Securities Contract 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 Article 9 of the Uncommitted Master Repurchase and Securities Contract 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 Advance Rate 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 Article 9 of the Uncommitted Master Repurchase and Securities Contract Agreement are true and correct 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 Requested Exception Report attached as Schedule 3 hereto or in the Requested Exception Report delivered with respect to any other Purchased Asset [and (ii) with respect to the funding of a Future Funding Advance, 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:	 	Floating
	 	 	 
	Coupon:	 	[___]%
	 	 	 
	Term of Loan including Extension Options:	 	[__________],[_______]
	 	 	 
	Amortization (e.g., IO, full amortization, etc.):	 	[__]-year amortization[, with [__]-month IO.]


  

     


     


    

 


 


Schedule 2 to Confirmation Statement


 


Wiring Instructions


 


[to be attached]



 

     


     


    

  


Schedule 3 to Confirmation Statement


 


Requested Exceptions Report


 


[to be attached]



 

     


     


    

 


Exhibit II


 


AUTHORIZED REPRESENTATIVES OF SELLER


 


[SELLER TO PROVIDE]






	Name	 	Specimen Signature
	 	 	 
	Vikram Uppal	 	/s/ Vikram Uppal
	 	 	 
	Gregory Pinkus	 	/s/ Gregory Pinkus


  

     


     


    

 


Exhibit III-A


 


MONTHLY REPORTING PACKAGE


 


The Monthly Reporting
Package shall include, inter alia, the following:


 


		·	A listing of all Purchased Assets reflecting (i) the payment status of each Purchased Asset and
any material changes in the financial or other condition of each Purchased Asset, including, without limitation any new or ongoing
litigation; and (ii) any representation and/or warranty breaches under the Purchased Asset Documents.



 


		·	Any and all financial statements, rent rolls, leasing status reports for the immediately preceding
twelve (12) month period, copies of any newly executed leases, any other financial reports or certificates, or other material information
received from the borrowers related to each Purchased Asset.



 


		·	A listing of any existing Defaults.



 


		·	A remittance report containing servicing information, including, without limitation, the beginning
and ending balances of the Purchased Assets for such period (listing the dates and amounts of any activity impacting the outstanding
principal balances of the Purchased Assets), the amount of each periodic payment due, the amount of each periodic payment received,
the date of receipt, the date due, and whether there has been any material adverse change to the real property, on a loan by loan
basis and in the aggregate, with respect to the Purchased Assets serviced by any servicer (such remittance report, a “Servicing
Tape”), or to the extent any servicer does not provide any such Servicing Tape, a remittance report containing the
servicing information that would otherwise be set forth in the Servicing Tape or in the Servicer’s standard format.



 


		·	All other information as Buyer, from time to time, may reasonably request with respect to Seller
or any Purchased Asset, obligor or Underlying Mortgaged Property.



  

     


     


    

 


 


Exhibit III-B


 


QUARTERLY REPORTING PACKAGE


 


The Quarterly Reporting
Package shall include, inter alia, the following:


 


		·	Consolidated unaudited financial statements of Guarantor presented fairly in accordance with GAAP
or, if such financial statements being delivered have been filed with the SEC pursuant to the requirements of the 1934 Act, or
similar state securities laws, presented in accordance with applicable statutory and/or regulatory requirements and delivered to
Buyer within the same time frame as are required to be filed in accordance with such applicable statutory or regulatory requirements,
in either case accompanied by a Covenant Compliance Certificate, including a statement of operations and a statement of changes
in cash flows for such quarter and statement of net assets as of the end of such quarter, and certified as being true and correct
by a Covenant Compliance Certificate.



 


		·	Quarterly asset management reports.



 


		·	A business plan update, monthly and year-to-date operating statements, rent rolls, comparison of
budget and actual income and expenses, ARGUS (or similar) cash flow projections model, and a leasing status report for the Purchased
Assets, to the extent available.



  

     


     


    

 


Exhibit
III-C


 


ANNUAL REPORTING PACKAGE


 


The Annual Reporting
Package shall include, inter alia, the following:


 


		·	Guarantor’s consolidated audited financial statements, prepared by a nationally recognized
independent certified public accounting firm and presented fairly in accordance with GAAP or, if such financial statements being
delivered have been filed with the SEC pursuant to the requirements of the 1934 Act, or similar state securities laws, presented
in accordance with applicable statutory and/or regulatory requirements and delivered to Buyer within the same time frame as are
required to be filed in accordance with such applicable statutory and/or regulatory requirements, in either case accompanied by
a Covenant Compliance Certificate, including a statement of operations and a statement of changes in cash flows for such year and
statement of net assets as of the end of such year accompanied by an unqualified report of the nationally recognized independent
certified public accounting firm that prepared them.



  

     


     


    

 


Exhibit IV


 


FORM OF POWER OF ATTORNEY


 


Know All Men by These
Presents, that TERRA MORTGAGE CAPITAL I, LLC, a Delaware limited liability company (“Seller”), does hereby
appoint GOLDMAN SACHS BANK USA, a New York state-chartered bank (“Buyer”), its attorney in fact to act
in Seller’s name, place and stead in any way that Seller could do with respect to (i) the completion of any endorsements
of documents or instruments relating to the Purchased Assets, including, without limitation, any transfer documents related thereto
and any written notices to underlying obligors to effectuate a legal transfer of the Purchased Assets, (ii) the recordation of
any instruments relating to such Purchased Assets, (iii) the preparation and filing, in form and substance satisfactory to Buyer,
of such financing statements, continuation statements, and other uniform commercial code forms, as Buyer may from time to time,
reasonably consider necessary to create, perfect, and preserve Buyer’s security interest in the Purchased Assets, and (iv)
the enforcement of Seller’s rights under the Purchased Assets purchased by Buyer pursuant to the Uncommitted Master Repurchase
and Securities Contract Agreement, dated as of December 12, 2018 (as the same may be amended, restated, supplemented or otherwise
modified from time to time, the “Master Repurchase and Securities Contract Agreement”), between Buyer
and Seller, 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 and the Servicing Records to the extent that Seller is permitted by law to act through
an agent.


 


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


 


THIS AGREEMENT SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL
OBLIGATIONS LAW.


 


IN WITNESS WHEREOF,
Seller has caused this Power of Attorney to be executed as a deed this [ ] day of [_______], 2018.


 


[SIGNATURES ON THE FOLLOWING PAGE] 



 

     


     


    

  


	 	TERRA MORTGAGE CAPITAL I, LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  

     


     


    

 


Exhibit V


 


eXHIBIT
v-a


 


Representations
and Warranties

Regarding the Purchased Assets


 


With respect to each
Purchased Asset and the related Underlying Mortgaged Property or Underlying 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 Requested Exceptions 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 or Mortgage
was subject to any assignment (other than assignments to Seller), participation 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, 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.




 

     


     


    

  


		(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 Underlying 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 Underlying 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 Underlying 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 Underlying 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 Underlying 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.




 

     


     


    

  


		(7)	Permitted Liens; Title Insurance. Each Underlying
Mortgaged Property securing a Purchased Asset is covered by a 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 Underlying 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 Underlying 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 Underlying 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 Underlying Mortgaged Property owned by such Mortgagor and located on the related Underlying 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 Underlying 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.



 


		(11)	Condition of Property. Seller or the originator
of the Purchased Asset inspected or caused to be inspected each related Underlying Mortgaged Property within six months of origination
of the Purchased Asset and within twelve months of the Purchase 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 Underlying 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 Underlying 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 Underlying Mortgaged Property that Seller believes would have a material adverse effect on the use, operation or value
of the Underlying 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 Underlying 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 Underlying
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 Purchase Date, there is no proceeding threatened, for the total or partial condemnation of such
Underlying Mortgaged Property that would have a material adverse effect on the value, use or operation of the Underlying Mortgaged
Property.



 


		(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 Underlying Mortgaged
Property, an adverse outcome of which would reasonably be expected to materially and adversely affect (a) such Mortgagor’s
title to the Underlying 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 Underlying Mortgaged Property, (f) the principal benefit of the security intended to be
provided by the Purchased Asset Documents, (g) the current ability of the Underlying Mortgaged Property to generate net cash flow
sufficient to service such Purchased Asset or (h) the current principal use of the Underlying 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 Underlying 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 Underlying 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 Underlying
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 Underlying
Mortgaged Property.



 


Each related
Underlying 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.


 


If any material part of the improvements,
exclusive of a parking lot, located on a Underlying 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 Underlying
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
Underlying Mortgaged Property by an insurer meeting the Insurance Rating Requirement.


 


The Underlying 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 Underlying 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 Underlying Mortgaged Property
in the event of an earthquake. In such instance, the SEL or PML, as applicable, was based on a 475-year return period, an exposure
period of 50 years and a 10% probability of exceedance. If the resulting report concluded that the SEL or PML, as applicable, would
exceed 20% of the amount of the replacement costs of the improvements, earthquake insurance on such Underlying 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 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 Underlying 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 attorney’s 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.



 

     


     


    

  


		(18)	Access; Utilities; Separate Tax Lots. Each Underlying
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 Underlying Mortgaged Property, and (c) constitutes one or more separate tax parcels which
do not include any property which is not part of the Underlying Mortgaged Property or is subject to an endorsement under the related
Title Policy insuring the Underlying 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 Underlying 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 Underlying
Mortgaged Property at the time of the origination of such Purchased Asset are within the boundaries of the related Underlying
Mortgaged Property, except encroachments that do not materially and adversely affect the value or current use of such Underlying
Mortgaged Property or for which insurance or endorsements were obtained under the Title Policy. No improvements on adjoining parcels
encroach onto the related Underlying Mortgaged Property except for encroachments that do not materially and adversely affect the
value or current use of such Underlying 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 Underlying 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.




 

     


     


    

  


		(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 (i) was modified as a result of
the default or reasonably foreseeable default of such Purchased Asset or (ii) 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 Underlying 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 Underlying 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 Underlying 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 Underlying 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 Underlying 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.



 


		(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 Underlying 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 Underlying Mortgaged Property is located and for the Mortgagor and the Underlying 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 Underlying 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 Underlying 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 Underlying 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 Underlying 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 Underlying 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 Underlying 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 Underlying Mortgaged Property which will not have a material adverse
effect on the underwritten value of the Underlying 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 Underlying 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: (i) such release of collateral (A) would not constitute a “significant
modification” of the subject Purchased Asset within the meaning of Treasury Regulations Section 1.860G-2(b)(2) and (B) 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 (ii) 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 (i). For purposes of the preceding clause (i), if the fair market value of the real property constituting
such Underlying 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”).




 

     


     


    

  


In the event of a taking of any
portion of a Underlying 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
Underlying Mortgaged Property or to be released to the Mortgagor, if, immediately after the release of such portion of the Underlying
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 Underlying 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 Underlying Mortgaged Property or that is cross-collateralized with another Purchased Asset permits
the release of cross-collateralization of the related Underlying 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 Underlying 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
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.




 

     


     


    

  


		(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 Underlying 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 Underlying 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) herein, 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 Underlying Mortgaged Property is encumbered with a subordinate
lien or security interest against the related Underlying 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 Underlying Mortgaged Properties securing the Purchased Assets and prohibit it from engaging in
any business unrelated to such Underlying 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 Underlying 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.




 

     


     


    

  


		(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 (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 VIII, 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 Underlying 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 Underlying 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;



 


		(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 Underlying 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;



 


		(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 Underlying 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 Underlying
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 Underlying
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 Underlying 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.



 


		(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 Purchase 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 (b), materially and adversely affects the value of the Purchased Asset, or the
value, use or operation of the related Underlying 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 Underlying 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 (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.


 


		(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 Underlying Mortgaged Property, except for those substances commonly used
in the operation and maintenance of properties of kind and nature similar to those of the Underlying Mortgaged Property in compliance
with all Environmental Laws and in a manner that does not result in contamination of the Underlying Mortgaged Property or in a
material adverse effect on the value, use or operations of the Underlying 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 (the “Environmental Conditions”)
at the related Underlying 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 Underlying 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 Underlying Mortgaged Property.



 

     


     


    

  


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 Policy 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 Underlying
Mortgaged Property was constructed prior to 1985, with respect to asbestos-containing materials (“ACM”) and,
if the related Underlying 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 Underlying 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 Underlying 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 Underlying 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 Underlying 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 Underlying 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 Underlying 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 Purchase Date and contains all information required by the Repurchase Agreement to be contained therein.



 


		(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)	Prior Asset Pledges/Sales. No Purchased Asset
has been pledged as collateral to any lender in connection with any loan or sold to any buyer in connection with a repurchase
or other facility.



  

     


     


    

 


EXHIBIT V-B


 


REPRESENTATIONS AND WARRANTIES

REGARDING EACH INDIVIDUAL PURCHASED ASSET THAT IS

A MEZZANINE LOAN


 


		1.	The representations and warranties set forth in this
Exhibit V regarding Senior Mortgage Loans shall be deemed incorporated herein in respect of each Senior Mortgage Loan related
to the Purchased Asset.



 


		2.	The Mezzanine Loan is a performing mezzanine loan secured
by a pledge of all of the capital stock of a Mortgagor that owns income producing commercial real estate (a “Property
Owner”).



 


		3.	As of the Purchase Date, such Mezzanine Loan and the
Senior Mortgage Loan related thereto complies in all material respects with, or is exempt from, all requirements of federal, state
or local law relating to such Mezzanine Loan and Senior Mortgage Loan.



 


		4.	Immediately prior to the sale, transfer and assignment
to Buyer thereof, (i) Seller had good and marketable title to, and was the sole owner and holder of, such Mezzanine Loan, (ii)
Seller had full right, power and authority to transfer, and is transferring, such Mezzanine Loan free and clear of any and all
liens, pledges, encumbrances, charges, security interests or any other ownership interests of any nature encumbering such Mezzanine
Loan, and (iii) other than consents and approvals obtained as of the related Purchase Date or those already granted in the documentation
governing such Mezzanine Loan, no consent, approval or authorization of any Person is required for any such transfer or assignment
by the holder of such Mezzanine Loan. No third party holds any “right of first refusal”, “right of first negotiation”,
 “right of first offer”, purchase option, or other similar rights of any kind, and no other impediment exists to any
such transfer or exercise of rights or remedies. Upon consummation of the purchase contemplated to occur in respect of such Mezzanine
Loan on the Purchase Date therefor, Seller will have validly and effectively conveyed to Buyer all legal and beneficial interest
in and to such Mezzanine Loan free and clear of any pledge, lien, encumbrance or security interest.



 


		5.	No fraudulent acts were committed by Seller in connection
with its acquisition or origination of such Mezzanine Loan nor were any fraudulent acts committed by any Person in connection
with the origination of such Mezzanine Loan.



 


		6.	All information contained in the related Due Diligence
Package (or as otherwise provided to Buyer) and set forth on the Purchased Asset Schedule in respect of such Mezzanine Loan and
the Senior Mortgage Loan related thereto is accurate and complete in all material respects. Seller has delivered to Buyer a true,
correct and complete copy of all related Purchased Asset Documents, which have not been amended, modified, supplemented or restated
since the related date of origination.




 

     


     


    

 


 


		7.	Except as included in the Purchased Asset File, Seller
is not a party to any document, instrument or agreement, and there is no document, that by its terms modifies or affects the rights
and obligations of any holder of such Mezzanine Loan or the related Senior Mortgage Loan and Seller has not consented to any material
change or waiver to any term or provision of any such document, instrument or agreement and no such change or waiver exists.



 


		8.	Such Mezzanine Loan and the related Senior Mortgage Loan
is presently outstanding, the proceeds thereof have been fully and properly disbursed and, except for amounts held in escrow by
Seller, there is no requirement for any future advances thereunder.



 


		9.	The Mezzanine Loan is secured by a pledge of equity ownership
interests in the related borrower under the Senior Mortgage Loan or a direct or indirect owner of the related borrower and the
security interest created thereby has been fully perfected in favor of Seller as mezzanine lender under the Mezzanine Loan.



 


		10.	As of the origination date, the Underlying Obligor has
been duly organized and is validly existing and in good standing under the laws of its jurisdiction of organization, with requisite
power and authority to own its assets and to transact the business in which it is now engaged, the sole purpose of the Underlying
Obligor under its organizational documents is to own, finance, sell or otherwise manage the related Underlying Mortgaged Property
and to engage in any and all activities related or incidental thereto, and the Underlying Mortgaged Property (or the capital stock
of the Property Owner) and assets related thereto constitute the sole assets of the Underlying Obligor.



 


		11.	The Underlying Obligor has good and marketable title
to the related Underlying Mortgaged Property, subject to any Permitted Exceptions; no claims under the title policies insuring
the Underlying Obligor’s title to the Properties have been made.



 


		12.	The Mezzanine Loan Documents provide for the acceleration
of the payment of the unpaid principal balance of the Mezzanine Loan if (i) the Mezzanine Borrower voluntarily transfers or encumbers
all or any portion of any related Mezzanine Collateral (as hereinafter defined), or (ii) any direct or indirect interest in the
Mezzanine Borrower is voluntarily transferred or assigned, other than, in each case, as permitted under the terms and conditions
of the related loan documents.



 


		13.	Pursuant to the terms of the Mezzanine Loan Documents:
(a) no material terms of any related Senior Mortgage Loan may be waived, canceled, subordinated or modified in any material
respect and no material portion of such Mortgage or the Underlying Mortgaged Property may be released without the consent of the
holder of the Mezzanine Loan; (b) no material action may be taken by the Underlying Obligor with respect to the Underlying
Obligor without the consent of the holder of the Mezzanine Loan; (c) the holder of the Mezzanine Loan is entitled to approve
the budget of the Underlying Obligor as it relates to the Underlying Mortgaged Property; and (d) the holder of the Mezzanine
Loan’s consent is required prior to the Underlying Obligor incurring any additional indebtedness.




 

     


     


    

 


 


		14.	There is no default with respect to the payment of principal
and/or interest that has existed for more than ten (10) days. There is no other material default under any of the related Purchased
Asset Documents, after giving effect to any applicable notice and/or grace period; no such material default or breach has been
waived in writing by Seller or on its behalf or, by Seller’s predecessors in interest with respect to the Purchased Asset.
No event has occurred that, with the passing of time or giving of notice would constitute a material default under the related
Purchased Asset Documents. No Purchased Asset has been accelerated and no foreclosure or power of sale proceeding has been initiated
in respect of the related pledge agreement or similar security agreement entered into in connection with such Mezzanine Loan.
Seller has not waived in writing any material claims against the related Mezzanine Borrower under any non-recourse exceptions
contained in the related Mezzanine Note.



 


		15.	Seller’s security interest in the Mezzanine Loan
is covered by a UCC-9 insurance policy (the “UCC-9 Policy”) in the maximum principal amount of the Mezzanine
Loan insuring that the related pledge is a valid first priority lien on the collateral pledged in respect of such Mezzanine Loan
(the “Mezzanine Collateral”), subject only to the exceptions stated therein (or a pro forma title policy or
marked up title insurance commitment on which the required premium has been paid exists which evidences that such UCC-9 Policy
will be issued), then such UCC-9 Policy (or, if it has yet to be issued, the coverage to be provided thereby) is in full force
and effect, Seller has not done, by act or omission, anything that would materially impair the coverage under the UCC-9 Policy
and as of the Purchase Date, the UCC-9 Policy (or, if it has yet to be issued, the coverage to be provided thereby) will inure
to the benefit of Seller and its successors and assigns without the consent of (but upon notice to) the insurer.



 


		16.	Seller has delivered to Buyer or its designee the original
promissory note made in respect of such Mezzanine Loan, together with an original assignment thereof executed by Seller in blank.



 


		17.	Seller has not received any written notice of any setoff,
right of recoupment, defense, counterclaim or impairment of any kind from the Mezzanine Borrower.



 


		18.	The servicing and collection practices used by the servicer
of the Mezzanine Loan have complied with applicable law in all material respects and are consistent with those employed by prudent
institutional commercial mezzanine lenders.



 



 

     


     


    

 


		19.	All real estate taxes and governmental assessments, or
installments thereof, which would be a lien on any related Underlying Mortgaged Property and that prior to the Purchase Date for
the related Purchased Asset have become delinquent in respect of such Underlying Mortgaged Property have been paid, or an escrow
of funds in an amount sufficient to cover such payments has been established with the mortgagee. For purposes of this representation
and warranty, real estate taxes and governmental assessments 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.



 


		20.	Seller inspected or caused to be inspected each related
Underlying Mortgaged Property within twelve (12) months of the related Purchase Date. An engineering report or property condition
assessment was prepared in connection with the origination of the related Senior Mortgage Loan and, if applicable, Junior Mortgage
Loan in connection each Purchased Asset no more than twelve (12) months prior to the related Purchase Date. There exists no material
damage to any related Underlying Mortgaged Property that would have a material adverse effect on the value of such Underlying
Mortgaged Property as security for the related Purchased Asset other than those disclosed in the engineering report or property
condition assessment.



 


		21.	The fire and casualty insurance policy covering the related
Underlying Mortgaged Property (i) affords (and will afford) sufficient insurance against fire and other risks as are usually insured
against in the broad form of extended coverage insurance from time-to-time available, as well as insurance against flood hazards
if the related Underlying Mortgaged Property is located in an area identified by FEMA as having special flood hazards, (ii) is
a standard policy of insurance for the locale where the related Underlying Mortgaged Property is located, is in full force and
effect, and the amount of the insurance is in the amount of the full insurable value of the related Underlying Mortgaged Property
on a replacement cost basis or the unpaid balance of the related Senior Mortgage Loan and, if applicable, Junior Mortgage Loan,
whichever is less, (iii) names (and will name) the present owner of the related Underlying Mortgaged Property as the insured,
and (iv) contains a standard mortgagee loss payable clause in favor of Seller.



 


		22.	An Environmental Site Assessment relating to each related
Underlying Mortgaged Property and prepared no earlier than 12 months prior to the Purchase Date was obtained and reviewed by Seller
in connection with the origination of such Purchased Asset and a copy is included in the Purchased Asset File.




 

     


     


    

 


 


		23.	Except as may be set forth in the Environmental Site
Assessment in connection with the related Underlying Mortgaged Property, there are no adverse circumstances or conditions with
respect to or affecting the Underlying Mortgaged Property that would constitute or result in a material violation of any Environmental
Laws, other than with respect to an Underlying Mortgaged Property (i) for which environmental insurance is maintained, or (ii)
that would require (x) any expenditure less than or equal to 5% of the outstanding principal balance of the Mortgage Loan to achieve
or maintain compliance in all material respects with any Environmental Laws or (y) any expenditure greater than 5% of the outstanding
principal balance of such Purchased Asset to achieve or maintain compliance in all material respects with any Environmental Laws
for which, in connection with this clause (y), adequate sums, but in no event less than 125% of the estimated cost as set forth
in the Environmental Site Assessment, were reserved in connection with the origination of the Purchased Asset and for which the
related Mortgagor has covenanted to perform, or (iii) as to which the related Mortgagor or one of its affiliates is currently
taking or required to take such actions, if any, with respect to such conditions or circumstances as have been recommended by
the Environmental Site Assessment or required by the applicable Governmental Authority, or (iv) as to which another responsible
party not related to the Mortgagor with assets reasonably estimated by Seller at the time of origination to be sufficient to effect
all necessary or required remediation identified in a notice or other action from the applicable Governmental Authority is currently
taking or required to take such actions, if any, with respect to such regulatory authority’s order or directive, or (v)
as to which the conditions or circumstances identified in the Environmental Site Assessment were investigated further and based
upon such additional investigation, an environmental consultant recommended no further investigation or remediation, or (vi) as
to which a party with financial resources reasonably estimated to be adequate to cure the condition or circumstance that would
give rise to such material violation provided a guarantee or indemnity to the related Mortgagor or to the mortgagee to cover the
costs of any required investigation, testing, monitoring or remediation, or (vii) as to which the related Mortgagor or other responsible
party obtained a “No Further Action” letter or other evidence reasonably acceptable to a prudent commercial mortgage
lender that applicable federal, state, or local Governmental Authorities had no current intention of taking any action, and are
not requiring any action, in respect of such condition or circumstance, or (viii) that would not require substantial cleanup,
remedial action or other extraordinary response under any Environmental Laws reasonably estimated to cost in excess of 5% of the
outstanding principal balance of such Purchased Asset.



 


		24.	No borrower under the Mezzanine Loan nor any Mortgagor
under any Mortgage Loan is a debtor in any state or federal bankruptcy or insolvency proceeding.



 


		25.	The related Underlying Mortgaged Property is in compliance
with, and is used and occupied in accordance with, all restrictive covenants of record applicable to such Underlying Mortgaged
Property and applicable zoning laws and all inspections, licenses, permits and certificates of occupancy required by law, ordinance
or regulation to be made or issued with regard to the Underlying Mortgaged Property have been obtained and are in full force and
effect, except to the extent (a) any material non-compliance with applicable zoning laws is insured by an ALTA lender’s
title insurance policy (or binding commitment therefor), or the equivalent as adopted in the applicable jurisdiction, or a law
and ordinance insurance policy, or (b) the failure to obtain or maintain such inspections, licenses, permits or certificates of
occupancy does not materially impair or materially and adversely affect the use and/or operation of the Underlying Mortgaged Property
as it was used and operated as of the date of origination of the Purchased Asset or the rights of a holder of the related Purchased
Asset. The Mezzanine Loan Documents and the Mortgage Loan documents require the related Underlying Mortgaged Property to comply
with all applicable laws and ordinances.




 

     


     


    

 


 


		26.	As of the Purchase Date for the related Purchased Asset,
there was no pending action, suit or proceeding, or governmental investigation against Seller, the Mezzanine Borrower, Underlying
Obligor or the related Underlying Mortgaged Property the adverse outcome of which could reasonably be expected to materially and
adversely affect the Mezzanine Loan or the Underlying Mortgaged Property.



 


		27.	Except for Mortgagors under a Senior Mortgage Loan or
Junior Mortgage Loan, the Underlying Mortgaged Property with respect to which includes a Ground Lease, the related Mortgagor (or
its affiliate) has title in the fee simple interest in each related Underlying Mortgaged Property.



 


		28.	The related Underlying Mortgaged Property is not encumbered,
and none of the Mezzanine Loan Documents or any Mortgage Loan documents permits the related Underlying Mortgaged Property to be
encumbered subsequent to the Purchase Date of the related Purchased Asset without the prior written consent of the holder thereof,
by any lien securing the payment of money junior to or of equal priority with, or superior to, the lien of the related Mortgage
(other than Permitted Encumbrances).



 


		29.	Each related Underlying Mortgaged Property constitutes
one or more complete separate tax lots (or the related Mortgagor has covenanted to obtain separate tax lots and a Person has indemnified
the Mortgagee for any loss suffered in connection therewith or an escrow of funds in an amount sufficient to pay taxes resulting
from a breach thereof has been established) or is subject to an endorsement under the related title insurance policy.



 


		30.	An appraisal of the related Underlying Mortgaged Property
was conducted in connection with the origination of the Mezzanine Loan; and such appraisal satisfied either (A) the requirements
of the “Uniform Standards of Professional Appraisal Practice” as adopted by the Appraisal Standards Board of the Appraisal
Foundation, or (B) the guidelines in Title XI of the Financial Institutions Reform, Recovery and Enforcement Act or 1989, in either
case as in effect on the date such Mezzanine Loan was originated.



 


		31.	With respect to each related Underlying Mortgaged Property
consisting of a Ground Lease, Seller represents and warrants the following with respect to the related Ground Lease:




 

     


     


    

  


(i)           Such
Ground Lease or a memorandum thereof has been or will be duly recorded no later than thirty (30) days after the Purchase Date of
the related Purchased Asset and such Ground Lease permits the interest of the lessee thereunder to be encumbered by the related
Mortgage or, if consent of the lessor thereunder is required, it has been obtained prior to the Purchase Date.


 


(ii)          Upon
the foreclosure of the Senior Mortgage Loan (or acceptance of a deed in lieu thereof), the Mortgagor’s interest in such Ground
Lease is assignable to the Mortgagee under the leasehold estate and its assigns without the consent of the lessor thereunder (or,
if any such consent is required, it has been obtained prior to the Purchase Date).


 


(iii)         Such
Ground Lease may not be amended, modified, canceled or terminated without the prior written consent of the Mortgagee and any such
action without such consent is not binding on the Mortgagee, its successors or assigns, except termination or cancellation if (i)
an event of default occurs under the Ground Lease, (ii) notice thereof is provided to the Mortgagee and (iii) such default is curable
by the Mortgagee as provided in the Ground Lease but remains uncured beyond the applicable cure period.


 


(iv)         Such
Ground Lease is in full force and effect, there is no material default under such Ground Lease, and there is no event which, with
the passage of time or with notice and the expiration of any grace or cure period, would constitute a material default under such
Ground Lease.


 


(v)         The
Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to give notice of any default by the
lessee to the Mortgagee. The Ground Lease or ancillary agreement further provides that no notice given is effective against the
Mortgagee unless a copy has been given to the Mortgagee in a manner described in the Ground Lease or ancillary agreement.


 


(vi)        The
Ground Lease (i) is not subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage, subject, however,
to only the Title Exceptions or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee
on the lessor’s fee interest in the Underlying Mortgaged Property is subject.


 


(vii)        A
Mortgagee is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest
of the lessee under the Ground Lease) to cure any curable default under such Ground Lease before the lessor thereunder may terminate
such Ground Lease.


 


(viii)       Such
Ground Lease has an original term (together with any extension options, whether or not currently exercised, set forth therein all
of which can be exercised by the Mortgagee if the Mortgagee acquires the lessee’s rights under the Ground Lease) that extends
not less than 20 years beyond the stated maturity date.



 

     


     


    

  


(ix)          Under
the terms of such Ground Lease, any estoppel or consent letter received by the Mortgagee from the lessor, and the related Mortgage,
taken together, any related insurance proceeds or condemnation award (other than in respect of a total or substantially total loss
or taking) will be applied either to the repair or restoration of all or part of the related Underlying Mortgaged Property, with
the Mortgagee or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses,
or to the payment or defeasance of the outstanding principal balance of the Senior Mortgage Loan, together with any accrued interest
(except in cases where a different allocation would not be viewed as commercially unreasonable by any commercial mortgage lender,
taking into account the relative duration of the Ground Lease and the related Mortgage and the ratio of the market value of the
related Underlying Mortgaged Property to the outstanding principal balance of such Senior Mortgage Loan).


 


(x)           The
ground lessor under such Ground Lease is required to enter into a new lease upon termination of the Ground Lease for any reason,
including the rejection of the Ground Lease in bankruptcy.


 


		32.	The Senior Mortgage Loan to which the Purchased Asset
relates is also a Purchased Asset.




 

     


     


    

 


Exhibit VI


 


ADVANCE PROCEDURES


 


(a)            Submission
of Due Diligence Package. Seller shall deliver to Buyer a due diligence package for Buyer’s review and approval, which
shall contain the following items (the “Due Diligence Package”):


 


		1.	Delivery of Purchased Asset Documents. With respect
to a New Asset that is a Pre-Existing Asset, each of the Purchased Asset Documents.



 


		2.	Transaction-Specific Due Diligence Materials.
With respect to any New Asset, a summary memorandum outlining the proposed transaction, including potential transaction benefits
and all material underwriting risks, all Underwriting Issues and all other characteristics of the proposed transaction that a
reasonable lender would consider material, together with the following due diligence information relating to the New Asset:



 


		A.	With respect to each Eligible Asset:



 


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


 


(ii)          a
cash flow pro forma, plus historical operating statements, if available;


 


(iii)         flood
certification (or the equivalent in the applicable jurisdiction);


 


(iv)         if
available, maps and photos;


 


(v)          copies
of valuation, environmental, engineering, insurance and any other third party reports; provided, that, if same are not available
to Seller at the time of Seller’s submission of the Due Diligence Package to Buyer, Seller shall deliver such items to Buyer
promptly upon Seller’s receipt of such items;


 


(vi)         a
description of the underlying real estate directly or indirectly securing or supporting such Purchased Asset and the ownership
structure of the borrower and the sponsor;


 


(vii)        indicative
debt service coverage ratios;


 


(viii)       indicative
loan-to-value ratios;


 


(ix)          indicative
debt yield ratios;


 


(x)           a
term sheet outlining the transaction generally;



 

     


     


    

  


(xi)         a
description of the Mortgagor, including experience with other projects (real estate owned), its ownership structure and financial
statements;


 


(xii)        a
description of Seller’s relationship with the Mortgagor, if any;


 


(xiii)       copies
of documents evidencing such New Asset, or current drafts thereof, including, without limitation, underlying debt and security
documents, guaranties, the underlying borrower’s and guarantor’s organizational documents, warrant agreements, and
loan and collateral pledge agreements, as applicable, provided that, if same are not available to Seller at the time of
Seller’s submission of the Due Diligence Package to Buyer, Seller shall deliver such items to Buyer promptly upon Seller’s
receipt of such items;


 


(xiv)       any
exceptions to the representations and warranties set forth in Exhibit V to this Agreement.


 


		3.	Environmental and Engineering. A “Phase
1” (and, if applicable, “Phase 2”) environmental report, an asbestos survey, if applicable, and an engineering
report, each in form reasonably satisfactory to Buyer, by an engineer or environmental consultant reasonably approved by Buyer.



 


		4.	Credit Memorandum. Copies of all internal credit
analysis, including, without limitation, investment committee memoranda, credit memoranda, asset summaries or other similar documents
that detail, among other things, cash flow, underwriting, historical operating numbers, underwriting footnotes, rent roll and
lease rollover schedule.



 


		5.	Appraisal. An Appraisal acceptable to Buyer, which
Appraisal shall be dated less than one hundred eighty (180) days prior to the proposed Purchase Date.



 


		6.	Opinions of Counsel. Opinion letters to Seller
and its successors and assigns from counsels to Seller and the underlying obligor, as applicable, on the underlying loan transaction,
as to enforceability of the loan documents governing such transaction and such other matters as Buyer shall require (including,
without limitation, opinions as to due formation, authority, choice of law, and perfection of security interests).



 


		7.	Additional Real Estate Matters. To the extent
obtained by Seller from the Mortgagor relating to any Eligible Asset at the origination of the Eligible Asset, such other real
estate related certificates and documentation as may have been requested by Buyer.



 


		8.	Other Documents. Any other documents as Buyer
or its counsel shall reasonably deem necessary.



 


(b)           Submission
of Legal Documents. With respect to a New Asset that is an Originated Asset, no less than seven (7) calendar days (or such
other time as may be mutually acceptable to Buyer and Seller) prior to the proposed Purchase Date, Seller shall deliver, or cause
to be delivered, to counsel for Buyer the following items, where applicable:



 

     


     


    

  


		1.	Copies of all draft Purchased Asset Documents in substantially
final form, blacklined against the approved form Purchased Asset Documents.



 


		2.	Certificates or other evidence of insurance demonstrating
insurance coverage in respect of the underlying real estate directly or indirectly securing or supporting such Purchased Asset,
if applicable, of types, in amounts, with insurers and otherwise in compliance with the terms, provisions and conditions set forth
in the Purchased Asset Documents, in each case satisfactory to Buyer.



 


		3.	All surveys of the underlying real estate directly or
indirectly securing or supporting such Purchased Asset that are in Seller’s possession.



 


		4.	As reasonably requested by Buyer, satisfactory reports
of tax lien, judgment and litigation searches and other searches customarily required in the relevant jurisdiction, conducted
by search firms which are reasonably acceptable to Buyer with respect to the Eligible Asset, underlying real estate directly or
indirectly securing or supporting such Eligible Asset, Seller and Mortgagor, such searches to be conducted in each location Buyer
shall reasonably designate.



 


		5.	Certifications that the property is in compliance with
all applicable licensing and zoning laws, each issued by the appropriate Governmental Authority.



 


(c)           Approval
of Eligible Asset. Conditioned upon the timely and satisfactory completion of Seller’s requirements in clauses (a)
and (b) above, Buyer shall (1) notify Seller in writing (which may take the form of electronic mail format) that Buyer has
not approved the proposed Eligible Asset as a Purchased Asset or (2) notify Seller in writing (which may take the form of electronic
mail format) that Buyer has approved the proposed Eligible Asset as a Purchased Asset.


 


(d)           Assignment
Documents. Seller shall have executed and delivered to Buyer, in form and substance reasonably satisfactory to Buyer and its
counsel, all applicable assignment documents executed in blank with respect to the proposed Eligible Asset that shall be subject
to no liens except as expressly permitted by Buyer. Each of the assignment documents shall contain such representations and warranties
in writing concerning the proposed Eligible Asset and such other terms as shall be satisfactory to Buyer in its sole discretion,
and shall include blacklined copies of each document, showing all changes made to the forms of assignment documents that have been
approved in advance by Buyer.


 



 

     


     


    

 


Exhibit VII


 


FORM OF MARGIN DEFICIT NOTICE 




[DATE]






 


VIA ELECTRONIC TRANSMISSION


 


TERRA MORTGAGE CAPITAL I, LLC

[_________________]

[_________________]

[_________________]

Attention:[___________]






		Re:	Uncommitted Master Repurchase and Securities Contract Agreement, dated as of December 12, 2018
(as amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Master Repurchase
and Securities Contract Agreement”; capitalized terms used but not otherwise defined herein shall have the meanings
assigned thereto in the Master Repurchase and Securities Contract Agreement) by and between GOLDMAN SACHS BANK USA, a New York
state-chartered bank (“Buyer”), and TERRA MORTGAGE CAPITAL I, LLC, a Delaware limited liability company
(“Seller”).



 


Pursuant to Article
4(a) of the Master Repurchase and Securities Contract Agreement, Buyer hereby notifies Seller of the existence of a Margin
Deficit as of the date hereof as follows:


 


	Purchase Price for certain Purchased Asset:	$__________
	 	 
	Margin Deficit Event (check as applicable):	 
	 ̈    Decline
in Market Value by fifteen percent (15%) or more from par (related Purchased Asset and calculation as follows):	 
	 	 
	 ̈   Purchase
Price Debt Yield is less than Minimum Purchase Price Debt Yield (related Purchased Asset and calculation as follows):	 
	 	 
	 ̈   Buyer’s
LTV is equal to or greater than the Maximum Buyer’s LTV (related Purchased Asset and calculation as follows):	 
	 	 
	MARGIN DEFICIT:	$__________
	Accrued Price Differential from [    ] to [    ]:	$__________
	 	 
	TOTAL WIRE DUE:	$__________


  

    X-1


     


    

 


 


SELLER IS REQUIRED
TO CURE THE MARGIN DEFICIT SPECIFIED ABOVE IN ACCORDANCE WITH THE UNCOMMITTED MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT
AND WITHIN THE TIME PERIOD SPECIFIED ARTICLE 4(A) THEREOF.



 

    X-2


     


    

  


	 	GOLDMAN SACHS BANK USA, a New York state-chartered bank
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






 

    X-3


     


    

  


Exhibit VIII


 


EXHIBIT VIII-A


 


FORM OF

U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Assignees That Are Not Partnerships For U.S. Federal Income Tax Purposes)


 


Reference is hereby
made to Article 14(k) of the Uncommitted Master Repurchase and Securities Contract Agreement, dated as of December
12, 2018 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Master Repurchase
and Securities Contract Agreement”), by and between GOLDMAN SACHS BANK USA, a New York state-chartered bank, as Buyer,
and TERRA MORTGAGE CAPITAL I, LLC, a Delaware limited liability company, as Seller. Capitalized terms used and not otherwise defined
herein shall have the respective meanings assigned to such terms in the Master Repurchase and Securities Contract Agreement.


 


The undersigned hereby
certifies that (i) it is the sole record and beneficial owner of the ownership interest in the Transaction(s) in respect of which
it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not
a ten percent shareholder of the applicable Seller(s) within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not
a controlled foreign corporation related to the applicable Seller(s) as described in Section 881(c)(3)(C) of the Code.


 


The undersigned has
furnished the applicable Seller(s) with a correct, complete, and accurate executed IRS Form W-8BEN or W-8BEN-E. By executing this
certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly
so inform the applicable Seller(s), and (2) the undersigned shall have at all times furnished the applicable Seller(s) with a properly
completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned,
or in either of the two calendar years preceding such payments.







[NAME OF ASSIGNEE]







	By:	 	 
	 	Name:	 
	 	Title:	 


 


Date: ________ __, 201[____]



 

    X-4


     


    

 


Exhibit VIII
-B


 


FORM OF

U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)


 


Reference is hereby
made to Article 14(k) of the Uncommitted Master Repurchase and Securities Contract Agreement, dated as of December
12, 2018 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Master Repurchase
and Securities Contract Agreement”), by and between GOLDMAN SACHS BANK USA, a New York state-chartered bank, as Buyer,
and TERRA MORTGAGE CAPITAL I, LLC, a Delaware limited liability company, as Seller. Capitalized terms used and not otherwise defined
herein shall have the respective meanings assigned to such terms in the Master Repurchase and Securities Contract Agreement.


 


The undersigned hereby
certifies that (i) it is the sole record and beneficial owner of the ownership interest in the Transaction(s) in respect of which
it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not
a ten percent shareholder of the applicable Seller(s) within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not
a controlled foreign corporation related to the applicable Seller(s) as described in Section 881(c)(3)(C) of the Code.


 


The undersigned has
furnished the applicable Buyer or Assignee with a correct, complete, and accurate executed IRS Form W-8BEN or W-8BEN-E. By executing
this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall
promptly so inform such Buyer or Assignee in writing, and (2) the undersigned shall have at all times furnished such Buyer or
Assignee with a properly completed and currently effective certificate in either the calendar year in which each payment is to
be made to the undersigned, or in either of the two calendar years preceding such payments.




[NAME OF PARTICIPANT]






	By:	 	 
	 	Name:	 
	 	Title:	 




Date: ________ __, 201[____]



 

    X-5


     


    

 


Exhibit VIII-C


 


FORM OF

U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)


 


Reference is hereby
made to Article 14(k) of the Uncommitted Master Repurchase and Securities Contract Agreement, dated as of December
12, 2018 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Master Repurchase
and Securities Agreement”), by and between GOLDMAN SACHS BANK USA, a New York state-chartered bank, as Buyer, and
TERRA MORTGAGE CAPITAL I, LLC, a Delaware limited liability company, as Seller. Capitalized terms used and not otherwise defined
herein shall have the respective meanings assigned to such terms in the Master Repurchase and Securities Contract Agreement.


 


The undersigned hereby
certifies that (i) it is the sole record owner of the ownership interest in the Transaction(s) in respect of which it is providing
this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such interest, (iii) with respect
such interest, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to
a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the
Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the applicable Seller(s) within the
meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation
related to the applicable Seller(s) as described in Section 881(c)(3)(C) of the Code.


 


The undersigned has
furnished the applicable Buyer or Assignee with a correct, complete, and accurate executed IRS Form W-8IMY accompanied by one
of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN
or W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E from each of such partner’s/member’s
beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that
(1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Buyer or Assignee and
(2) the undersigned shall have at all times furnished such Buyer or Assignee with a properly completed and currently effective
certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar
years preceding such payments.




[NAME OF PARTICIPANT]






	By:	 	 
	 	Name:	 
	 	Title:	 




Date: ________ __, 201[____]



 

    X-6


     


    

 


Exhibit VIII-D


 


FORM OF

U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Assignees That Are Partnerships For U.S. Federal Income Tax Purposes)


 


Reference is hereby
made to Article 14(k) of the Uncommitted Master Repurchase and Securities Contract Agreement, dated as of December
12, 2018 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Master Repurchase
and Securities Contract Agreement”), by and between GOLDMAN SACHS BANK USA, a New York state-chartered bank, as Buyer,
and TERRA MORTGAGE CAPITAL I, LLC, a Delaware limited liability company, as Seller. Capitalized terms used and not otherwise defined
herein shall have the respective meanings assigned to such terms in the Master Repurchase and Securities Contract Agreement.


 


The undersigned hereby
certifies that (i) it is the sole record owner of the ownership interest in the Transaction(s) in respect of which it is providing
this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such interest, (iii) with respect
to such interest, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant
to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of
the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the applicable Seller(s) within
the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign
corporation related to the applicable Seller(s) as described in Section 881(c)(3)(C) of the Code.


 


The undersigned has
furnished the applicable Seller(s) with a correct, complete, and accurate executed IRS Form W-8IMY accompanied by one of the following
forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E or
(ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E from each of such partner’s/member’s beneficial
owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the
information provided on this certificate changes, the undersigned shall promptly so inform the applicable Seller(s), and (2) the
undersigned shall have at all times furnished the applicable Seller(s) with a properly completed and currently effective certificate
in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding
such payments.


 

[NAME OF ASSIGNEE]






	By:	 	 
	 	Name:	 
	 	Title:	 




Date: ________ __, 201[____]



 

    X-7


     


    

  


Exhibit IX


 


FORM OF COVENANT COMPLIANCE CERTIFICATE


 


[    ]
[  ], 20[ ]


 


GOLDMAN SACHS BANK USA

200 West Street

New York, New York 10282

Attention:Mr. Jeffrey Dawkins






This Covenant Compliance
Certificate is furnished pursuant to that certain Uncommitted Master Repurchase and Securities Contract Agreement, dated as of
December 12, 2018, by and between GOLDMAN SACHS BANK USA, a New York state-chartered bank (“Buyer”),
and TERRA MORTGAGE CAPITAL I, LLC, a Delaware limited liability company (“Seller”) (as amended, restated,
supplemented, or otherwise modified and in effect from time to time, the “Master Repurchase and Securities Contract
Agreement”). Unless otherwise defined herein, capitalized terms used in this Covenant Compliance Certificate have
the respective meanings ascribed thereto in the Master Repurchase and Securities Contract Agreement.


 


THE UNDERSIGNED HEREBY
CERTIFIES THAT:


 


		1.	I am a duly elected Responsible Officer.



 


		2.	All of the financial statements, calculations and other
information set forth in this Covenant Compliance Certificate, including, without limitation, in any exhibit or other attachment
hereto, are true, complete and correct as of the date hereof.



 


		3.	I have reviewed the terms of the Master Repurchase and
Securities Contract Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions
and financial condition of Seller during the accounting period covered by the financial statements attached (or most recently
delivered to Buyer if none are attached).



 


		4.	I am not aware of any facts, or pending developments
that have caused, or may in the future cause the Market Value of any Purchased Asset to decline at any time within the reasonably
foreseeable future.



 


		5.	As of the date hereof, and since the date of the certificate
most recently delivered pursuant to Article 11(x) of the Master Repurchase and Securities Contract Agreement, Seller
has observed or performed in all material respects all of its covenants and other agreements, and satisfied in all material respects,
every condition, contained in the Master Repurchase and Securities Contract Agreement and the related documents to be observed,
performed or satisfied by it.




 

     


     


    

  


		6.	The examinations described in Paragraph 3 above
did not disclose, and I have no knowledge of, the existence of any condition or event which constitutes an Event of Default or
Default during or at the end of the accounting period covered by the attached financial statements or as of the date of this Covenant
Compliance Certificate (including after giving effect to any pending Transactions requested to be entered into), except as set
forth below.



 


		7.	As of the date hereof, each of the representations and
warranties made by Seller in the Master Repurchase and Securities Contract Agreement is true, correct and complete in all material
respects with the same force and effect as if made on and as of the date hereof, except to the extent disclosed in a Requested
Exceptions Report and except to the extent made as of a certain date.



 


		8.	Attached as Exhibit 1 hereto is a description
of all interests of Affiliates of Seller in any Underlying Mortgaged Property (including without limitation, any lien, encumbrance
or other debt or equity position or other interest in the Underlying Mortgaged Property that is senior or junior to, or pari
passu with, a Senior Mortgage Loan in right of payment or priority).



 


		9.	Attached as Exhibit 2 hereto are the financial
statements required to be delivered pursuant to Article 11 of the Master Repurchase and Securities Contract Agreement
(or, if none are required to be delivered as of the date of this Covenant Compliance Certificate, the financial statements most
recently delivered pursuant to Article 11 of the Master Repurchase and Securities Contract Agreement), which financial
statements, to the best of my knowledge after due inquiry, fairly and accurately present in all material respects, the financial
condition and operations of Seller as of the date or with respect to the period therein specified, determined in accordance with
the requirements set forth in Article 11.



 


		10.	Attached as Exhibit 3 hereto are the calculations
demonstrating compliance with the financial covenants set forth in the Guarantee Agreement.



 


		11.	As of the date hereof, all representations and warranties
made on the applicable Purchase Date with respect to each Purchased Asset and as set forth on Exhibit V of the Master
Repurchase and Securities Agreement remain true, complete and correct in all material respects except to the extent disclosed
in a Requested Exceptions Report.



 


To the extent that
Financial Statements are being delivered in connection with this Covenant Compliance Certificate, Seller hereby makes the following
representations and warranties: (i) it is in compliance with all of the terms and conditions of the Master Repurchase and Securities
Contract Agreement and (ii) it has no claim or offset against Buyer under the Transaction Documents.


 


To the best of my knowledge,
Seller has, during the period since the delivery of the immediately preceding Covenant Compliance Certificate, observed or performed
in all material respects all of its covenants and other agreements, and satisfied in all material respects every condition, contained
in the Master Repurchase and Securities Contract Agreement and the related documents to be observed, performed or satisfied by
it, and I have no knowledge of the occurrence during such period, or present existence, of any condition or event which constitutes
an Event of Default or Default (including after giving effect to any pending Transactions requested to be entered into), except
as set forth below.



 

     


     


    

  


Described below are
the exceptions, if any, to the foregoing paragraphs, listing, in detail, the nature of the condition or event, the period during
which it has existed and the action which Guarantor or Seller has taken, is taking, or proposes to take with respect to each such
condition or event:


 


	 
	 
	 
	 	 


 


The foregoing certifications,
together with the financial statements, updates, reports, materials, calculations and other information set forth in any exhibit
or other attachment hereto, or otherwise covered by this Covenant Compliance Certificate, are made and delivered this [ ] day of
[    ], 20[  ].


 


	TERRA MORTGAGE CAPITAL I, LLC,	 
	a Delaware limited liability company	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	TERRA PROPERTY TRUST, INC.,	 
	a Maryland corporation	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 






 

     


     


    

  


Exhibit X


 


UCC FILING JURISDICTIONS


 


Delaware



 

     


     


    

 


Exhibit XI


 


Form
of Servicer Notice


 


[DATE], 2018


 


[SERVICER]

[ADDRESS]

Attention: ___________


 


		Re:	Uncommitted Master Repurchase and Securities Contract Agreement, dated as of December 12, 2018
by and between GOLDMAN SACHS BANK USA, a New York state-chartered bank (“Buyer”), TERRA MORTGAGE CAPITAL I,
LLC, a Delaware limited liability company (“Seller”) (as amended, restated, supplemented, or otherwise modified
and in effect from time to time, the “Master Repurchase and Securities Contract Agreement”); (capitalized terms
used but not otherwise defined herein shall have the meanings assigned thereto in the Master Repurchase and Securities Contract
Agreement).



 


Ladies and Gentlemen:


 


[___________] (the
 “Servicer”) is servicing certain mortgage assets sold by Seller to Buyer pursuant to the Master Repurchase and
Securities Contract Agreement (the “Purchased Assets”) pursuant to a servicing agreement dated as of December
12, 2018 between Servicer and Seller (the “Servicing Agreement”). Servicer is hereby notified that, pursuant
to the Master Repurchase and Securities Contract Agreement, Seller has sold the Purchased Assets to Buyer on a servicing-released
basis, and has granted a security interest to Buyer in the Purchased Assets.


 


In accordance with
Seller’s requirements under the Master Repurchase and Securities Contract Agreement, Seller hereby notifies and instructs
Servicer, and Servicer hereby agrees that Servicer shall (a) segregate all amounts collected on account of the Purchased Assets,
(b) hold the Purchased Assets in trust for Buyer, (c) immediately following the receipt thereof by Servicer, deposit
all collections of income to the collection account at [___________], ABA # [___________], Account # [___________] and
(d) in accordance with the terms of the Servicing Agreement, remit all such income (net of any deductions permitted under
Section [___________] of the Servicing Agreement), to the Depository Account at [___________], ABA # [___________],
Account # [___________]. Upon receipt of a notice of Event of Default under the Master Repurchase and Securities Contract
Agreement from Buyer, Servicer shall only follow the instructions of Buyer with respect to the Purchased Assets, and shall deliver
to Buyer any information with respect to the Purchased Assets reasonably requested by Buyer.



 

     


     


    

  


Servicer hereby agrees
that, notwithstanding any provision to the contrary in the Servicing Agreement or in any other agreement which exists between Servicer
and Seller in respect of any Purchased Asset, (i) Servicer is servicing the Purchased Assets for the joint benefit of Seller
and Buyer, (ii) Buyer is expressly intended to be a third-party beneficiary under the Servicing Agreement, and (iii) Buyer
may, at any time after the occurrence and during the continuance of an Event of Default under the Master Repurchase and Securities
Contract Agreement, terminate the Servicing Agreement and any other such agreement immediately upon the delivery of written notice
thereof to Servicer and/or in any event transfer servicing to Buyer’s designee, at no cost or expense to Buyer, it being
agreed that Seller will pay any and all fees required to terminate the Servicing Agreement and any other such agreement and to
effectuate the transfer of servicing to the designee of Buyer in accordance with this Servicer Notice.


 


Notwithstanding any
contrary information or direction which may be delivered to Servicer by Seller, Servicer may conclusively rely on any information,
direction or notice of an Event of Default under the Master Repurchase and Securities Contract Agreement delivered by Buyer, and,
so long as an Event of Default under the Master Repurchase and Securities Contract Agreement exists at such time, Seller shall
indemnify and hold Servicer harmless for any and all claims asserted against Servicer for any actions taken in good faith by Servicer
in connection with the delivery of such information, direction or notice of any such Event of Default.


 


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


 


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





 


	 	Very truly yours,
	 	 
	 	GOLDMAN SACHS BANK USA, a New York state-chartered bank
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]



 

     


     


    

 


ACKNOWLEDGED AND AGREED TO:


 


TERRA MORTGAGE CAPITAL I, LLC


 


	By:	 	 
	Name:	 	 
	Title:	 	 






 

     


     


    

  


Exhibit XII


 


FORM OF RELEASE LETTER


 


[Date]


 


GOLDMAN SACHS BANK USA

200 West Street

New York, New York 10282

Attention:Mr. Jeffrey Dawkins






		Re:	Uncommitted Master Repurchase and Securities Contract Agreement, dated as of December 12, 2018
by and between GOLDMAN SACHS BANK USA, a New York state-chartered bank (“Buyer”) and TERRA MORTGAGE CAPITAL
I, LLC, a Delaware limited liability company (“Seller”) (as amended, restated, supplemented, or otherwise
modified and in effect from time to time, the “Master Repurchase and Securities Contract Agreement”);
(capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Master Repurchase and
Securities Contract Agreement).



 


Ladies and Gentlemen:


 


With respect to the
Purchased Assets described in the attached Schedule A (the “Purchased Assets”) (a) we hereby
certify to you that the Purchased Assets are not subject to a lien of any third party, and (b) we hereby release all right, interest
or claim of any kind other than any rights under the Master Repurchase and Securities Contract Agreement with respect to such Purchased
Assets, such release to be effective automatically without further action by any party upon payment by Buyer of the amount of the
Purchase Price contemplated under the Master Repurchase and Securities Contract Agreement (calculated in accordance with the terms
thereof) in accordance with the wiring instructions set forth in the Master Repurchase and Securities Contract Agreement.


 


	 	Very truly yours,
	 	 
	 	TERRA MORTGAGE CAPITAL I, LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  

     


     


    

 


Schedule A



[List of Purchased Asset Documents]



 

     


     


    

 


Exhibit XIII


 


Reserved.



 

     


     


    

 


Exhibit XIV


 


FORM OF CUSTODIAL DELIVERY CERTIFICATE


 


On this ______ of ________,
201__, , a Delaware limited liability company (“Seller”) under that certain Uncommitted Master Repurchase and
Securities Contract Agreement, dated as of December 12, 2018 (the “Repurchase Agreement”) between GOLDMAN SACHS
BANK USA, a New York state-chartered bank (“Buyer”) and Seller, does hereby deliver to [] (“Custodian”),
as custodian under that certain Custodial Agreement, dated as of [                ]
(the “Custodial Agreement”), among Buyer, Custodian and Seller, the Purchased Asset Files with respect to the
Purchased Assets to be purchased by Buyer pursuant to the Repurchase Agreement, which Purchased Assets are listed on the Purchased
Asset Schedule attached hereto and which Purchased Assets shall be subject to the terms of the Custodial Agreement on the date
hereof.


 


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


 


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


 


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


 


	 	TERRA MORTGAGE CAPITAL I, LLC
	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title: 


  

     


     


    

 


 


Purchased Asset Schedule to Custodial
Delivery Certificate


 


Purchased Assets


 

     


     


    

  


Exhibit XV


 


FORM OF BAILEE LETTER


 


_______________ __, 20__


 


____________________


____________________


____________________


 


Ladies and Gentlemen:


 


Reference
is made to that certain Uncommitted Master Repurchase and Securities Contract Agreement, dated as of December 12, 2018 (as amended,
restated, supplemented, or otherwise modified and in effect from time to time, the “Master Repurchase and Securities Contract
Agreement”; capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Master
Repurchase and Securities Contract Agreement) by and between GOLDMAN SACHS BANK USA, a New York state-chartered bank (“Buyer”),
and TERRA MORTGAGE CAPITAL I, LLC, a Delaware limited liability company (“Seller”).
In consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Seller, Buyer and [                ]
(the “Bailee”) hereby agree as follows:


 


		(a)	Seller shall deliver to the Bailee
                                         in connection with any Purchased Assets delivered to the Bailee hereunder, the
                                         Custodial Identification Certificate attached hereto as Attachment 1.



 


		(b)	On or prior to the date indicated on the Custodial
Identification Certificate delivered by Seller (the “Funding Date”),
Seller shall have delivered to the Bailee, as bailee for hire, the original documents set forth on Schedule A
attached hereto (collectively,
the “Purchased Asset File”) for each of the Purchased Assets (each a “Purchased Asset” and
collectively, the “Purchased Assets”) listed in Exhibit A  to
Attachment attached thereto.



 


		(c)	The Bailee shall issue and deliver to Buyer and [                ]
(the “Custodian”) on or prior to the Funding Date by electronic mail (a) in the name of Buyer, an initial trust
receipt and certification in the form of Attachment 2 attached hereto (the “Bailee’s Trust Receipt and Certification”)
which Bailee’s Trust Receipt and Certification shall state that the Bailee has received the documents comprising the Purchased
Asset File as set forth in the Custodial Delivery Certificate.



 


		(d)	On the applicable Funding Date, in the event that Buyer fails to purchase from Seller the Purchased
Assets identified in the related Custodial Identification Certificate,
Buyer shall deliver by electronic mail to the Bailee to the attention of [                                ]
at [                ], an authorization
(the “Electronic Authorization”) to release the Purchased Asset Files with respect to the Purchased Assets identified
therein to Seller. Upon receipt of such Electronic Authorization, the Bailee shall release the Purchased Asset Files to Seller
in accordance with Seller’s instructions.




 

     


     


    

  


		(e)	Following the Funding Date and the funding of the Purchase Price, the Bailee shall forward the
Purchased Asset Files to Custodian at [                ],
by insured overnight courier for receipt by Custodian no later than 1:00 p.m. on the third (3rd)
Business Day following the applicable Funding Date (the “Delivery Date”).



 


		(f)	From and after the applicable Funding Date until the time of receipt of the Electronic Authorization
or the Delivery Date, as applicable, the Bailee (a) shall maintain continuous custody (and will forward in accordance with clause
(e) above) and control of the related Purchased Asset Files as bailee for Buyer and (b) is holding the related Purchased
Assets as sole and exclusive bailee for Buyer unless and until otherwise instructed in writing by Buyer.



 


		(g)	Seller agrees to indemnify and hold the Bailee and its partners, directors, officers, agents and
employees harmless against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever, including reasonable attorneys 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 Letter 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 the Bailee)
were imposed on, incurred by or asserted against the Bailee because of the breach by the Bailee of its obligations hereunder, which
breach was caused by gross negligence or willful misconduct on the
part of the Bailee or any of its partners, directors, officers, agents or employees. The foregoing indemnification shall survive
any resignation or removal of the Bailee or the termination or assignment of this Bailee Letter.



 


		(h)	In the event that the Bailee fails to produce any document in a Purchased Asset File related to
a Purchased Asset that is (or was required to be) then in its possession within ten (10) business days after required or requested
by Seller or Buyer (a “Delivery Failure”), the Bailee shall indemnify and hold Buyer, on behalf of Buyers, harmless
against actual out of pocket liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever, including reasonable attorneys fees, that may be imposed on, incurred by, or asserted
against it in any way relating to or arising out of such Delivery Failure (but excluding special, indirect, punitive or consequential
damages).



 


		(i)	Seller agrees to indemnify and hold Buyer and its respective affiliates and designees harmless
against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever, including reasonable attorneys fees, that may be imposed on, incurred by, or asserted against
it or them in any way relating to or arising out of a Custodial Delivery Failure (as defined in the Custodial Agreement) or the
Bailee’s negligence, lack of good faith or wilful misconduct. The foregoing indemnification shall survive any termination
or assignment of this Bailee Letter.




 

     


     


    

  


		(j)	Seller hereby represents, warrants and covenants that the Bailee is not an affiliate of or otherwise
controlled by Seller. Notwithstanding the foregoing, the parties hereby acknowledge that the Bailee hereunder may act as counsel
to Seller in connection with a proposed transaction and [                ],
has represented Seller in connection with negotiation, execution and delivery of the Master Repurchase and Securities Contract
Agreement.



 


		(k)	The agreement set forth in this Bailee Letter may not be modified, amended or altered, except by
written instrument, executed by all of the parties hereto.



 


		(l)	This Bailee Letter may not be assigned by Seller or the Bailee without the prior written consent
of Buyer.



 


		(m)	For the purpose of facilitating the execution of this Bailee Letter as herein provided and for
other purposes, this Bailee Letter 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. Electronically transmitted
signature pages shall be binding to the same extent.



 


		(n)	This Bailee Letter 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.



 


		(o)	Capitalized terms used herein and defined herein shall have the meanings ascribed to them in the
Repurchase Agreement.



 


[SIGNATURES COMMENCE ON FOLLOWING PAGE]



 

     


     


    

 


	 	Very truly yours,
	 	 
	 	[             ], as Seller
	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:





 


ACCEPTED AND AGREED:



[                ],
as Bailee


 


	By:	 	 
	 	Name: 	 
	 	Title:	 


 


ACCEPTED AND AGREED:


 


GOLDMAN SACHS BANK USA,



a New York state-chartered bank,
as Buyer


 


	By:	 	 
	 	Name: 	 
	 	Title: 	 


  

     


     


    

 


 


Schedule A



[List of Purchased Asset Documents]



 

     


     


    

  


Attachment 1


 


CUSTODIAL IDENTIFICATION CERTIFICATE


 


On this [___] day
of [____], 201[_],TERRA MORTGAGE CAPITAL I, LLC (“Seller”), under that certain Bailee Agreement of even date
herewith (the “Bailee Agreement”), among Seller, [____] (the “Bailee”), and GOLDMAN SACHS
BANK USA, a New York state-chartered bank, as Buyer, does hereby instruct the Bailee to hold, in its capacity as Bailee, the Purchased
Asset Files with respect to the Purchased Assets listed on Exhibit A to Attachment 1 hereto, which Purchased Assets shall be subject
to the terms of the Bailee Agreement as of the date hereof.


 


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


 


IN WITNESS WHEREOF,
Seller has caused this Identification Certificate to be executed and delivered by its duly authorized officer as of the day and
year first above written.





	 	TERRA MORTGAGE CAPITAL I, LLC
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


  

     


     


    

 


 


Exhibit A to Attachment 1



PURCHASED ASSET SCHEDULE



 

     


     


    

 


Attachment 2


 


FORM OF BAILEE’S TRUST RECEIPT
AND CERTIFICATION


 


[_______], 201         


 


GOLDMAN SACHS BANK USA


[*]


[*]


[*]


 


		Re:	Bailee Letter, dated as of [________] (the “Bailee Letter”) by and among
TERRA MORTGAGE CAPITAL I, LLC, a Delaware limited liability company (“Seller”), GOLDMAN SACHS BANK USA,
a New York state-chartered bank (“Buyer”) and [________] (the “Bailee”)



 


Ladies and Gentlemen:


 


In accordance with
the provisions of Paragraph (c) of the above-referenced Bailee Letter, the undersigned, as the Bailee, hereby certifies that as
to each Purchased Asset described in the Purchased Asset Schedule (Exhibit A to Attachment 1), a copy of which
is attached hereto, it has reviewed the Purchased Asset File (Exhibit B to Attachment 1) and has determined that (i) all
documents listed in the Purchased Asset File are in its possession and (ii) such documents have been reviewed by it and appear
regular on their face and relate to such Purchased Asset.


 


The Bailee hereby confirms
that it is holding each such Purchased Asset File as agent and bailee for the exclusive use and benefit of Buyer pursuant to the
terms of the Bailee Letter.


 


All initially capitalized
terms used herein shall have the meanings ascribed to them in the above-referenced Bailee Letter. 


 


	 	[                ], BAILEE
	 	 	 
	 	By:	 
	 	 	Name:  
	 	 	Title: 


 


cc: [Custodian]



 

     


     


    

 


Exhibit XVI


 


UNDERWRITING GUIDELINES


 


Reserved.


 


     


     


    

 


Exhibit XVII


 


FUTURE FUNDING ADVANCE PROCEDURES


 


(a)           Submission
of Future Funding Due Diligence Package. Seller shall deliver to Buyer a due diligence package (the “Future Funding
Due Diligence Package”) for Buyer’s review and approval, which shall contain the following items, to the extent
applicable under the subject Purchased Asset Documents:


 


		1.	The executed request for advance (which shall include
Seller’s approval of such Future Funding Advance);



 


		2.	The executed borrower’s affidavit;



 


		3.	The fund control agreement (or escrow agreement, if funding
through escrow);



 


		4.	Certified copies of all relevant trade contracts, invoices,
and lien wavers, if applicable



 


		5.	The title policy endorsement for the advance;



 


		6.	Certified copies of any tenant leases;



 


		7.	Certified copies of any service contracts;



 


		8.	Updated financial statements, operating statements and
rent rolls, if applicable;



 


		9.	Evidence of required insurance; and



 


		10.	Updates to the engineering report, inspection report,
and budget, if required.



 


(b)          Approval
of Future Funding Advance. Conditioned upon the timely and satisfactory completion of Seller’s requirements in clause
(a) above, Buyer shall, no less than three (3) Business Days prior to the proposed Future Funding Date (1) notify Seller in
writing (which may take the form of electronic mail format) that Buyer has not approved the proposed Future Funding Advance or
(2) notify Seller in writing (which may take the form of electronic mail format) that Buyer has approved the proposed Future Funding
Advance.  Buyer’s failure to respond to Seller on or prior to three (3) Business Days prior to the proposed Future
Funding Date shall be deemed to be a denial of Seller’s request that Buyer approve the proposed Future Funding Advance,
unless Buyer and Seller has agreed otherwise in writing.