FS Credit Real Estate Income Trust, Inc. 8-K


Exhibit
10.1 


 


EXECUTION
VERSION


  


 






 


UNCOMMITTED
MASTER REPURCHASE


 


AND


 


SECURITIES
CONTRACT AGREEMENT 


 


between


 


FS
CREIT FINANCE GS-1 LLC,


 


as
Seller,


 


and


 


GOLDMAN
SACHS BANK USA,


 


as
Buyer


 


 






 


Dated:
January 26, 2018





 






 






    


     

    

 





	 	 	Page
	 	 	 
	Article
    1.	APPLICABILITY	1
	 	 	 
	Article 2.	DEFINITIONS	1
	 	 	 
	Article 3.	INITIATION; CONFIRMATION;
    TERMINATION; FEES	24
	 	 	 
	Article 4.	MARGIN MAINTENANCE	33
	 	 	 
	Article 5.	INCOME PAYMENTS AND
    PRINCIPAL PAYMENTS	33
	 	 	 
	Article 6.	SECURITY INTEREST	35
	 	 	 
	Article 7.	PAYMENT, TRANSFER
    AND CUSTODY	37
	 	 	 
	Article 8.	SALE, TRANSFER, HYPOTHECATION
    OR PLEDGE OF PURCHASED ASSETS	39
	 	 	 
	Article 9.	REPRESENTATIONS AND
    WARRANTIES	39
	 	 	 
	Article 10.	NEGATIVE COVENANTS
    OF SELLER	46
	 	 	 
	Article 11.	AFFIRMATIVE COVENANTS
    OF SELLER	48
	 	 	 
	Article 12.	SINGLE PURPOSE ENTITY	53
	 	 	 
	Article 13.	EVENTS OF DEFAULT;
    REMEDIES	55
	 	 	 
	Article 14.	INCREASED COSTS;
    TAXES	60
	 	 	 
	Article 15.	SINGLE AGREEMENT	65
	 	 	 
	Article 16.	RECORDING OF COMMUNICATIONS	66
	 	 	 
	Article 17.	NOTICES AND OTHER
    COMMUNICATIONS	66
	 	 	 
	Article 18.	ENTIRE AGREEMENT;
    SEVERABILITY	66
	 	 	 
	Article 19.	NON ASSIGNABILITY	67
	 	 	 
	Article 20.	GOVERNING LAW	68



 






     -i-


     


    

 


	Article
    21.	NO
    WAIVERS, ETC	68
	 	 	 
	Article 22.	USE OF EMPLOYEE PLAN
    ASSETS	68
	 	 	 
	Article 23.	INTENT	69
	 	 	 
	Article 24.	DISCLOSURE RELATING
    TO CERTAIN FEDERAL PROTECTIONS	70
	 	 	 
	Article 25.	CONSENT TO JURISDICTION;
    WAIVERS	71
	 	 	 
	Article 26.	NO RELIANCE	71
	 	 	 
	Article 27.	INDEMNITY	72
	 	 	 
	Article 28.	DUE DILIGENCE	73
	 	 	 
	Article 29.	SERVICING	74
	 	 	 
	Article 30.	MISCELLANEOUS	75










 






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ANNEXES,
EXHIBITS AND SCHEDULES


 


	ANNEX I	Names and Addresses for Communications
    between Parties
	 	 
	SCHEDULE I	Intentionally Omitted
	 	 
	SCHEDULE II	Purchased Asset File
	 	 
	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	Reserved
	 	 
	EXHIBIT XVII	Reserved
	 	 
	EXHIBIT XVIII	Future Funding Procedures







 






     -iii-


     


    

 


UNCOMMITTED
MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT


 


THIS
UNCOMMITTED MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT (this “Agreement”), dated as of January
26, 2018, by and between GOLDMAN SACHS BANK USA, a New York state-chartered bank (“Buyer”) and FS CREIT
Finance GS-1 LLC, a Delaware limited liability company (“Seller”).


 


Article
1.

APPLICABILITY


 


From
time to time during the Availability Period the parties hereto may enter into transactions in which Seller and Buyer agree to
the transfer from Seller to Buyer all of its 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 transfer 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 transfer 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 or 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 prudent 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.


 


“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 that, in the case of an action not initiated by or on behalf of Seller is not dismissed or stayed within 60
days; (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 written admission 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; (vii) the consent by such Person to the entry
of an order for relief in an insolvency case under any Insolvency Law; or (viii) the taking of action by any such Person in furtherance
of any of the foregoing.


 






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“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 as set forth herein and reflected in any amended and restated Confirmation, which in any case shall not exceed the Maximum
Advance Rate, unless otherwise agreed to by Buyer and Seller.


 


“Advisor”
shall mean FS Real Estate Advisor, LLC.


 


“Affiliate”
shall mean (i) with respect to the Seller, Pledgor and Guarantor, the Guarantor and each of its subsidiaries and (ii) when used
with respect to any other specified Person, any Person directly or indirectly Controlling, Controlled by, or under common Control
with, such Person.


 


“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.


 


“Amortization
Period” shall have the meaning set forth in Article 3(m)(i).


 


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


 


“Amortization
Period Beginning Balance” shall mean the outstanding aggregate Purchase Prices of all Purchased Assets on the Availability
Period Expiration Date.


 


“Amortization
Period Conditions” shall have the meaning set forth in Article 3(m)(i).


 


“Amortization
Period Expiration Date” shall have the meaning specified in Article 3(m)(i).


 


“Amortization
Period Purchased Assets” shall mean those Purchased Assets that will remain subject to the terms of this Agreement
during the Amortization Period in accordance with Article 3(m)(i).


 


“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


 






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(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 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.


 


“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.


 


“Availability
Period” shall mean the period commencing on the Closing Date and expiring on the Availability Period Expiration
Date.


 


“Availability
Period Expiration Date” shall mean January 26, 2020, as such date may be extended in accordance with Article
3(i) of this Agreement.


 


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


 


“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 the 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.


 






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


 


“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 Market Value of the as-is related Underlying
Mortgaged Property.


 


“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.


 


“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 in Guarantor, if more than twenty percent (20%) of the combined voting power of the continuing or surviving entity’s
Capital Stock outstanding immediately after such merger, consolidation or such other reorganization or transfer is not owned directly
or indirectly by Persons who were stockholders or holders of such Capital Stock in Guarantor immediately prior to such merger,
consolidation or other reorganization or transfer;


 


(b)
any “person” or “group” (within the meaning of Section 13(d) or 14(d) of the 1934 Act) shall become, or
obtain rights (whether by means of warrants, options or otherwise) to become, the “beneficial owner” (as defined in
Rules 13d-3 and 13d-5 under the Exchange 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 percent (20%)
or more;


 


(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 transactions in the ordinary course of Guarantor’s, Pledgor’s or Seller’s
business) and the assets of its Subsidiaries;


 






     4


     


    

 


(f)
 with respect to Advisor, the sale, merger, consolidation or reorganization of Advisor with or into any entity that is not an Affiliate
of Advisor (or a replacement advisor acceptable to Buyer) as of the Closing Date;


 


(g)
Advisor or a replacement advisor acceptable to Buyer shall cease to be the advisor of Guarantor;


 


(h)
any change in Control of Advisor from the Person or Persons who are directly or indirectly Controlling Advisor on the date hereof;


 


(i)
 with respect to Sub-Advisor, the sale, merger, consolidation or reorganization of Sub-Advisor with or into any entity that is
not an Affiliate of Sub-Advisor (or a replacement advisor acceptable to Buyer) as of the Closing Date;


 


(j)
 Sub-Advisor or a replacement sub-advisor acceptable to Buyer shall cease to be the sub-advisor of Advisor; or


 


(k)
any change in Control of Sub-Advisor from the Person or Persons who are directly or indirectly Controlling Sub-Advisor on the
date hereof.


 


Notwithstanding
the foregoing, neither Buyer nor any other Person shall be deemed to approve or to have approved any internalization of management
as a result of this definition or any other provision herein.


 


“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, where applicable, 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 proportion of the Maximum Facility Amount:


 



(i)            as of any date of determination, for all Purchased Assets
for which the Underlying Mortgaged Property consists of hospitality properties, forty percent (40%);


 



(ii)          as of any date of determination, for all Purchased Assets for
which the Underlying Mortgaged Property consists of retail properties, forty percent (40%);


 



(iii)         as of any date of determination, except with respect to Purchased
Assets for which the Underlying Mortgaged Property consists of hospitality properties or retail properties, for all Purchased
Assets for which the Underlying Mortgaged Property consists of a single property type (mixed-use, office, industrial, or
warehouse properties), seventy percent (70%);


 






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 (iv)         for
any single Purchased Asset during the first twelve (12) months of the Availability Period, a Purchase Price not less than $5,000,000.00
or greater than the product of (x) fifty percent (50%) multiplied by (y) the Maximum Facility Amount; and


 


 (v)
         for any single Purchased Asset after the first twelve (12) months of the Availability Period, a Purchase Price not less than $10,000,000.00
or greater than 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.


 


“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 the Custodial Agreement, dated as of the date hereof, by and among the 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 the Custodian) pursuant to Article 7 of this Agreement,
a form of which is attached hereto as Exhibit XIV.


 


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


 


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


 


“Depository”
shall mean Wells Fargo, 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.


 


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


 


“Disqualified
Institution” shall have the meaning given to such term in the Fee Letter.


 


“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.


 






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“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
as of the Purchase Date, (b) with respect to which as of the Purchase Date 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 applicable underwriting
guidelines, and (d) where the Underlying Mortgaged Property consists of mixed-use, multi-family, office, retail, industrial, hospitality
or warehouse properties 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; and


 


(ii)         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, absent a written waiver from Buyer, 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) loans for which Buyer
is relying on an Appraisal, 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); (iv) loans in which the related
loan agreement or other documents and/or instruments evidencing such loans contain prohibitions on transfer (other than customary
restrictions regarding qualified transfers, eligibility requirements and similar provisions); (v) 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; (vi) greenfield construction or land loans (provided, that, loans allowing
for advances relating to tenant improvements or renovations may be Eligible Assets); (vii) Assets that, upon becoming a Purchased
Asset, have a Mortgaged Property LTV greater than eighty percent (80%); (viii) Assets secured by unimproved property; (ix) loans
that are in special servicing; (x) loans where the related Underlying Mortgaged Property does not have appropriate zoning approval,
required insurance or similar legal compliance in the relevant jurisdiction, and in any such case such failure continues beyond
any applicable notice and cure period under the related loan documentation; (xi) Assets that have been pledged as collateral to
any lender or sold to any buyer in connection with a loan, repurchase facility or any other financing transaction; (xii) unless
otherwise agreed to by Buyer in its sole discretion, Assets that are not originated by Seller or an Affiliate of Seller, and (xiii)
Assets secured directly or indirectly by loans described in the preceding clauses (i) through (xii).


 


“Eligible
Assignee” shall mean any Person that is not a Disqualified Institution which is (i) any Affiliate of Buyer, (ii)
a commercial bank organized under the laws of the United States, or any state thereof, and having net worth in excess of $100,000,000,
(iii) a commercial bank organized under the laws of any other country which is a member of the Organization for Economic Cooperation
and Development or a political subdivision of any such country and which has net worth in excess of $100,000,000; provided that such bank is acting through a branch or agency located in the United States, or (iv) a finance company, insurance company,
or other financial institution or fund that is engaged in making, purchasing, or otherwise investing in real estate loans in the
ordinary course of its business and having (together with its Affiliates) net worth in excess of $100,000,000.


 






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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.


 


“Equity
Threshold” shall mean, with respect to any requested increase in the Maximum Facility pursuant to Article
3(n), the minimum amount of equity capital received by Guarantor as set forth below:


 


	Guarantor’s Investor Equity	 	 	Maximum Facility Amount	 
	$	125,000,000	 	 	$	175,000,000	 
	$	200,000,000	 	 	$	250,000,000	 




 


 “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 Section 414(b) or (c) of the Code of which Seller is a member and (ii) solely for purposes of potential liability under Section
302 of ERISA and Section 412 of the Code and the lien created under Section 303(k) of ERISA and Section 430(k) of the Code, described
in Section 414(m) or (o) of the Code of which Seller is a member.


 


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


 


“Excess
Principal Payments” shall mean, after giving effect to payments of Principal Payments to Buyer pursuant to Article
5(c)(ii), any remaining Principal Payments on deposit in the Depository Account in respect of the Purchased Assets for
the related Collection Period.


 


“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 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 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 such Buyer or Transferee under this Agreement pursuant to a law in effect on the date on which
(i) such Buyer or Transferee acquires an interest hereunder (other than pursuant to an assignment request by Seller under Article
14(m)) or (ii) Buyer or Transferee changes its lending office, except in each case to the extent that, pursuant to Articles
14(g) and 14(j), amounts with respect to such Taxes were payable either to Buyer’s or Transferee’s assignor
(or transferor of a participation) immediately before such Buyer or Transferee acquired an interest hereunder or to such Buyer
or Transferee immediately before it changed its lending office, (c) Taxes attributable to such Buyer or Transferee’s failure
to comply with Article 14(k), and (d) any U.S. federal withholding Taxes imposed under FATCA.


 






     8


     


    

 


“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 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, if the Pricing Rate has converted to the Federal Funds Rate pursuant to
Article 14(a) of this Agreement, 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 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, between Buyer and Seller, as amended, modified
and/or restated from time to time.


 


“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.


 


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


 






     9


     


    

 


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


 


“Future
Funding Amount” shall have the meaning set forth in Exhibit XVI hereto.


 


“Future
Funding Date” shall mean, with respect to any Purchased Asset, the date on which Buyer advances any portion of the
Future Funding Amount 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”:
Generally accepted accounting principles as in effect from time to time in the United States, consistently applied; provided that
if any change in generally accepted accounting principles or in the interpretation thereof affects any financial calculation contained
in any Transaction Document, (i) at Seller’s request, Seller and Buyer shall negotiate in good faith in an effort to agree
to mutually acceptable amendments hereto or thereto to the effect that each relevant provision is not more or less restrictive
than such provision as in effect on the Closing Date and (ii) pending the effectiveness of such amendments set forth in clause
(i) above, Seller shall not be in default hereunder if, solely as a result of such change in generally accepted accounting principles
or in the interpretation thereof, Seller is not in compliance with any such provision contained herein.


 


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


 


“Guarantor”
shall mean FS Credit Real Estate Income 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 (excluding amounts earned and paid
prior to the Purchase Date).


 


“Increase
Request” shall have the meaning set forth in Article 3(n) of this Agreement.


 


“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 hedging instrument or agreement; and (k) all obligations of such Person
under Financing Leases.


 






     10


     


    

 


“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 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 a member of the board of directors or board of managers of Seller and is not, and has never been,
and will not while serving as independent director or manager be:


 


(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 business);


 


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


 






     11


     


    

 


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


 


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


 


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


 


 “Knowledge”
shall mean, as of any date of determination, collectively, (i) the actual knowledge after due inquiry of any Responsible Officer
or employee of Seller or Guarantor and (ii) all knowledge that is imputed to a Responsible Officer of Seller or Guarantor under
any statute, rule, regulation, ordinance, or official decree or order. “Known”, “Knowingly”
or other variations of Knowledge shall have meanings correlative thereto. 


 


“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 one-half percent (0.50%). Buyer’s computation of LIBOR shall be conclusive and binding on
Seller for all purposes, absent manifest error.


 


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


 


	 	LIBOR	 
	 	1
    – 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.


 


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


 


“Mandatory
Early Repurchase Event” shall mean, one or more of the following with respect to any Purchased Asset: (i) a monetary
“event of default” under any Purchased Asset Documents beyond any applicable grace or cure period; (ii) any other
material non-monetary event of default beyond any applicable grace or cure periods under any Purchased Asset Documents; (iii)
breach of any representation contained in Article 9(b)(x), as determined by Buyer in its sole discretion (except
as disclosed in a Requested Exceptions Report and as approved by Buyer in writing); (iv) an Act of Insolvency has occurred with
respect to the related Mortgagor, sponsor or guarantor with respect to such Purchased Asset (subject to any typical grace and
cure periods for “insolvency events” contained in the Purchased Asset Documents); (v) Seller’s failure to repurchase
any Purchased Asset on the applicable Repurchase Date; (vi) Seller (or any of its Affiliates) shall fail to satisfy any of its
material obligations under such Purchased Asset Documents beyond any applicable cure periods; (vii) any mortgagor, participant
or co-lender under any related loan pari passu with or senior to such Purchased Asset or the Underlying Mortgaged Property
shall be delinquent beyond any grace or cure period in the payment of amounts due under the related loan documents; (viii) a voluntary
or involuntary bankruptcy petition is filed with respect to any mortgagor, participant or co-lender under any related loan pari
passu or senior to such Purchased Asset or the Underlying Mortgaged Property (subject to typical grace and cure periods for
“insolvency events”); (ix) failure to deliver the related Purchased Asset File to Custodian in accordance with the
Custodial Agreement (subject to any Bailee Agreement approved by Buyer in accordance with the terms and provisions of this Agreement
on the related Purchase Date); (x) 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; (xi) such Purchased Asset no longer qualifies
as an Eligible Asset, as determined by Buyer in its sole good faith discretion; or (xii) such Purchased Asset fails to qualify
for “safe harbor” treatment as described in Article 23.


 






     12


     


    

 


“Margin
Deficit Threshold” shall mean:


 


		(i)	if
                                         the Maximum Facility Amount is equal to $100,000,000, $500,000; and



 


		(ii)	if
                                         the Maximum Facility Amount is increased to $175,000,000 or more in accordance with Article
                                         3(n), $1,000,000;



 


provided,
however, if as of the date of any such Margin Deficit Event, either (x) only one (1) Purchased Asset is then subject to
a Transaction or (y) the aggregate Purchase Prices of the Purchased Assets is equal to or less than $25,000,000, the Margin Deficit
Threshold shall be $100,000.


 


“Margin
Deficit” shall mean an amount determined by Buyer in its sole good faith discretion, as follows, provided
that the largest amount as calculated in accordance with clauses (i) and (ii) shall control:


 


(i)           with
respect to any Margin Deficit Event described in clause (i) of the definition of “Margin Deficit Event”, the
Margin Deficit for the applicable Purchased Asset shall be equal to an amount which, after payment of such Margin Deficit, will
cause the Purchase Price Debt Yield to be equal to the Purchase Price Debt Yield as of the most recent Confirmation of the applicable
Purchased Asset; and


 


(ii)          with
respect to any Margin Deficit Event described in clause (ii) of the definition of “Margin Deficit Event”, the
Margin Deficit for the applicable Purchased Asset shall be equal to an amount which, after payment of such Margin Deficit, will
result in a Buyer’s LTV for the applicable Purchased Asset equal to that set forth in the most recent Confirmation of such
Purchased Asset.


 


“Margin
Deficit Event” shall mean the occurrence or existence of any of the following, as determined by Buyer in its sole
good faith discretion:


 


(i)    
      the Purchase Price Debt Yield is less than the Minimum Purchase Price Debt Yield;
and/or


 






     13


     


    

 


(ii)         
the Buyer’s LTV of any Purchased Asset is equal to or greater than the Maximum Buyer’s LTV of such Purchased Asset.


 


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


 


“Market
Disruption Event” shall mean any event or events that shall have occurred, as determined by Buyer in its sole discretion,
that has resulted, for a period of thirty (30) consecutive days, in (a) the effective absence of or a material adverse change
in the “repo market” or related “lending market” for purchasing (subject to repurchase) or financing debt
obligations secured by commercial mortgage loans or securities, in each case, generally affecting such markets, (b) Buyer not
being able to finance Eligible Assets through the “repo market”, “securities market” or “lending
market” with traditional counterparties at rates which would have been reasonable prior to the occurrence of such event
or events, in each case, generally affecting all such counterparties, or (c) the effective absence of or a material adverse change
in the “capital markets” related to commercial real estate mortgage loans or securities backed by commercial real
estate mortgage loans, in each case, generally affecting such markets.


 


“Market
Disruption Date” shall have the meaning set forth in Article 3(k)(i).


 


“Market
Disruption Period” shall mean the period commencing on the Market Disruption Date and ending on the Market Disruption
Period Expiration Date.


 


“Market
Disruption Period Beginning Balance” shall mean the outstanding aggregate Purchase Prices of all Purchased Assets
on the Market Disruption Date.


 


“Market
Disruption Period Expiration Date” shall have the meaning specified in Article 3(k)(i).


 


“Market
Disruption Period Purchased Assets” shall mean those Purchased Assets that will remain subject to the terms of this
Agreement during the Market Disruption Period in accordance with Article 3(k)(i).


 


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


 


“Material
Adverse Effect” shall mean a material adverse effect on (a) the property, business, operations or financial condition,
of Seller, Pledgor, and Guarantor taken as a whole, (b) the ability of Seller, Pledgor or Guarantor to perform its obligations
under any of the Transaction Documents to which it is a party, (c) the validity or enforceability of any of the Transaction Documents,
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 mean, with respect to each Purchased Asset, seventy-five percent (75%) of the outstanding principal
balance of such Purchased Asset, provided that Buyer may elect in its sole discretion on a case by case basis to advance
up to eighty percent (80%) of the outstanding principal balance of such Purchased Asset.


 






     14


     


    

 


“Maximum
Buyer’s LTV” shall mean, with respect to each Purchased Asset, an amount equal to the lesser of (i) the sum
of (a) the Buyer’s LTV for such Purchased Asset as set forth in the most recent Confirmation plus (b) seven and one-half
percent (7.5%), and (ii) sixty-five percent (65%).


 


“Maximum
Facility Amount” shall mean One Hundred Million Dollars ($100,000,000.00), as such amount may be increased to One
Hundred Seventy-Five Million Dollars, and/or Two Hundred Fifty Million Dollars, pursuant to Article 3(n).


 


“Minimum
Purchase Price Debt Yield” shall mean, as of each Purchase Date, an amount equal to the product of (i) eighty-five
percent (85%) and (ii) the Purchase Price Debt Yield as of such applicable period.


 


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


 


“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 “as-is” Market
Value of such Underlying Mortgaged Property.


 


“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 Section 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 such Buyer or Transferee and the jurisdiction imposing such Tax (other than connections arising from
such Buyer or 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).


 






     15


     


    

 


“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 (other than an assignment made pursuant to Article 14(m)),
and (ii) for the avoidance of doubt, any Excluded Taxes.


 


“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.


 


“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 Section 302 of ERISA or Section 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.


 


“Pledgor”
shall mean FS CREIT Finance Holdings LLC, a Delaware limited liability company.


 


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


 


“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.


 






     16


     


    

 


“Pre-Purchase
Legal Expenses” shall mean all of the reasonable, necessary and documented 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:


 


 (a)
for any Pricing Rate Period (or such other period based upon the applicable Purchased Asset) during the Availability Period, an
annual rate equal to the sum of (i) the LIBOR Rate, plus (ii) the relevant Applicable Spread, in each case, for the applicable
Pricing Rate Period for the related Purchased Asset; and


 


 (b)
for any Pricing Rate Period (or such other period based upon the applicable Purchased Asset) during the Amortization Period, an
annual rate equal to the sum of (i) the LIBOR Rate, plus (ii) the Amortization Period Additional Percentage, plus
(iii) the relevant Applicable Spread, in each case, for the applicable Pricing Rate Period for the related Purchased Asset.


 


The
Pricing Rate, in either such case, 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.


 


“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.


 






     17


     


    

 


“Primary
Servicer” shall mean Wells Fargo, National Association, KeyBank National Association, 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.


 


“Properties”
shall have the meaning set forth in Article 9(xxv) of 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.


 


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


 


“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 related Underlying Mortgaged Property, as determined
by Buyer in its sole good faith discretion, and (B) the denominator of which is the Purchase Price of any such Purchased Asset
on such date.


 


“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 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.


 






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“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 the 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.


 


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


 


“Rejected
Asset” shall mean a New Asset that Buyer has determined not to purchase pursuant to the terms of this Agreement
and has so notified Seller of such determination.


 


“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 fifteenth (15th) 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
Option” shall have the meaning set forth in Article 3(i) of this Agreement.


 


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


 


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


 


“REOC”
shall mean a real estate operating company within the meaning of Section 2510.3-101(e) of the Plan Asset Regulations.


 


“Repurchase
Date” shall mean:


 


(i)
with respect to a Purchased Asset that is not an Amortization Period Purchased Asset, the earliest to occur of (A) the Availability
Period Expiration Date, (B) 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 Availability Period Expiration Date;
(C) any Early Repurchase Date for such Transaction; (D) the Accelerated Repurchase Date, (E) any Mandatory Early Repurchase Date
for such Transaction and (F) the maturity date of such Purchased Asset;


 






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(ii)
 with respect to a Purchased Asset that is an Amortization Period Purchased Asset, the earliest to occur of (A) the Amortization
Period Expiration Date; (B) the date set forth in the applicable Confirmation or if such Transaction is extended, the date to
which it is extended; (C) any Early Repurchase Date for such Transaction; (D) the Accelerated Repurchase Date, (E) any Mandatory
Early Repurchase Date for such Transaction and (F) the maturity date of such Purchased Asset; and


 


(iii)
with respect to a Purchased Asset that is a Market Disruption Purchased Asset, the earliest to occur of (A) the Market Disruption
Period Expiration Date; (B) the date set forth in the applicable Confirmation, (C) any Early Repurchase Date for such Transaction,
(D) the Accelerated Repurchase Date, and (E) any Mandatory Early Repurchase Date for such Transaction.


 


“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.


 


“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.


 






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


 


“Revocable
Option” shall have the meaning set forth in Article 7(d).


 


“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 or multifamily floating rate mortgage loans secured
by first liens on office, retail, industrial, hospitality, multi-family or other commercial properties.


 


“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 the Purchased Assets;
(ii) the right to receive compensation (whether direct or indirect) for such servicing, including the right to receive and retain
the related servicing fee and all other fees with respect to such Purchased Assets; and (iii) all rights, powers and privileges
incidental to the foregoing, together with all Servicing Records relating thereto.


 


“Servicing
Side Letter” shall mean any servicing side letter agreement dated on or after the date hereof by and among Buyer,
Seller and Primary Servicer as each may be amended, restated or otherwise modified from time to time.


 


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


 


“Significant
Modification” shall mean (a) any extension, material amendment, waiver, termination, rescission, cancellation, release,
subordination or other modification to the material 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),
(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.


 


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


 


“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.


 


“Sub-Advisor”
shall mean Rialto Capital Management, LLC.


 






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“Subsidiary”
shall mean, with respect to any Person, any corporation, partnership, limited liability company or other entity (heretofore, now
or hereafter established) of which at least a majority of the securities or other ownership interests having by the terms thereof
ordinary voting power to elect a majority of the board of directors or other persons performing similar functions of such corporation,
partnership, limited liability company or other entity (without regard to the occurrence of any contingency) is at the time directly
or indirectly owned or controlled by such Person or one or more Subsidiaries of such Person or by such Person and one or more
Subsidiaries of such Person, and shall include all Persons the accounts of which are consolidated with those of such Person pursuant
to GAAP.


 


“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 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, if the Pricing Rate has converted to the Substitute Rate pursuant to Article
14(a) of this Agreement, 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.


 


“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.


 


“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.


 


“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 reasonably 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, each Servicing Side Letter, 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.


 






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


 


“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 set forth in Article 6(c) of this Agreement.


 


“Underlying
Mortgaged Property” shall mean the real property securing the related Purchased Asset.


 


“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 one or more Purchased Assets, the underwritten
net operating income from the Underlying Mortgaged Property or Underlying Mortgaged Properties securing such Purchased Asset or
Purchased Assets as of such date, as determined by Buyer in its sole discretion.


 


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


 


“U.S.
Person” means any Person that is (x) a “United States person” as defined in Section 7701(a)(30) of the
Code or (y) disregarded for U.S. federal income tax purposes as separate from a Person described in clause (x)..


 


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


 


“VCOC”
shall mean a “venture capital operating company” within the meaning of Section 2510.3-101(d) of the Plan Asset Regulations.


 


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”.


 






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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 or
expressly waived by Buyer:


 


(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)     
   Intentionally Omitted.


 


(vi)        Intentionally
Omitted.


 


(vii)       Opinions
of Counsel. Opinions of outside counsel to Seller 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).


 


(viii)      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).


 


(ix)        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 external 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, in each case, due and invoiced three (3) Business Days prior to the Closing Date.


 






     24


     


    

 


(x)          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
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. Not less than ten (10) Business Days prior to the requested Purchase Date for the Transaction,
Buyer shall approve an Eligible Asset in accordance with Exhibit VI hereto, which approval shall be revocable in
Buyer’s sole discretion prior to Buyer’s execution and delivery of the Confirmation on the Purchase Date. 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 two (2) 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 Potential Event of Default or Event
of Default has occurred and is continuing under this Agreement or any other Transaction Document (unless the Transaction would
cure any of the foregoing);


 


(iv)        No
Material Adverse Effect shall exist;


 


(v)         Seller
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;


 






     25


     


    

 


(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)      Guarantor
shall have delivered to Buyer a Covenant Compliance Certificate with respect to Guarantor’s most recently ended fiscal quarter
for which a Covenant Compliance Certificate is required to be delivered hereunder, provided that to the extent Guarantor
has previously delivered to Buyer a Covenant Compliance Certificate for the most recently ended fiscal quarter, Seller or Guarantor
need not provide an additional Covenant Compliance Certificate for such fiscal quarter in connection with the proposed Transaction;


 


(ix)        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 and correct 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;


 


(x)         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 and any due diligence relating to lending licensing requirements which may impact
Buyer, and such review shall be satisfactory to Buyer in its sole discretion and Buyer has consented in writing to the Eligible
Asset becoming a Purchased Asset;


 


(xi)        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;


 


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


 


(xiii)      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, all legal fees and expenses of outside counsel and the reasonable and invoiced 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;


 






     26


     


    

 


(xiv)      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;


 


(xv)       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;


 


(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)    as
of the applicable Purchase Date for such Eligible Asset, each of the Concentration Limits is satisfied;


 


(xix)      Buyer
shall have received from Seller an original Release Letter covering such Eligible Asset to be sold to Buyer;


 


(xx)       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 sixty percent (60%) as of the applicable Purchase Date;


 


(xxi)      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.


 


(d)          Transfer
of Purchased Assets; Servicing Rights. During the Availability Period, 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 against the transfer of the Purchase Price to an account of Seller. 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.


 






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(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,


 


(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 then 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
Potential Event of Default, Event of Default or Margin Deficit shall be continuing or would occur or result from such early repurchase
(unless such repurchase would cure any of the foregoing), and


 


(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)          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 any such Purchased Asset on the date (the “Mandatory Early Repurchase Date”) that is two
(2) Business Days after the earlier of Seller’s receipt of notice from Buyer or Seller’s Knowledge of the occurrence
thereof.


 


(g)          Indemnification.
Seller shall indemnify Buyer and hold Buyer harmless from any actual out-of-pocket loss, cost or expense (including, without limitation,
reasonable attorneys’ fees and disbursements of outside counsel, but excluding Excluded Taxes) 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.


 






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(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
transfer of the Repurchase Price to an account of Buyer.


 


(i)          Availability
Period; Renewals. (i) From and after the Availability Period Expiration Date, Seller shall have no ability to sell any new
Eligible Assets to Buyer. If Buyer and Seller have not entered into the Amortization Period in accordance with the terms and conditions
of Article 3(m), then (A) on the Availability Period Expiration Date, Seller shall be obligated to repurchase all
of the Purchased Assets and transfer payment of the Repurchase Price for each such Purchased Asset, together with the accrued
and unpaid Price Differential and any other amounts due and payable to Buyer hereunder, against the transfer by Buyer to Seller
of each such Purchased Asset, and (B) following the Availability Period Expiration Date, Buyer shall not be obligated to transfer
any Purchased Assets to Seller until payment in full to Buyer of all amounts due hereunder other than Purchased Assets which have
been repaid in full which shall be released in accordance with the terms hereof.


 


(ii)          Seller
shall have (A) one (1) option to extend the then-current Availability Period Expiration Date for a period of one (1) year (the
“First Renewal Option”) and (B) if Seller has exercised the First Renewal Option, one (1) additional
option to extend the then-current Availability Period Expiration Date for a period of one (1) year (the “Second Renewal
Option” and, together with the First Renewal Option, collectively, the “Renewal Options”);
provided, that in either such case, Seller has satisfied all of the conditions listed in clause (iv) below (collectively,
the “Availability Period Renewal Conditions”).


 


(iii)        [Reserved].


 


(iv)        For
purposes of this Article 3(i), the Availability Period Renewal Conditions shall have been satisfied if:


 


(A)          Seller
shall have given Buyer written notice of Seller’s request to extend the Availability Period Expiration Date, not less than
sixty (60) calendar days prior, and no more than one hundred twenty (120) calendar days prior to the then-current Availability
Period Expiration Date;


 


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


 


(C)          no
Material Adverse Effect, Margin Deficit, or Event of Default under this Agreement shall have occurred and be continuing as of
the date of the then-current Availability Period Expiration Date;


 


(D)          the
representations and warranties made by Seller, Pledgor and Guarantor in any of the Transaction Documents shall be true, correct
and accurate in all respects as of the date Seller submitted its request to exercise a Renewal Option and as of the then-current
Availability Period Expiration Date (except such representations which by their terms speak as of a specified date and subject
to any exceptions disclosed to Buyer in a Requested Exceptions Report prior to such date and approved by Buyer); and


 


(E)          with
respect to the First Renewal Option only, Buyer has received, on or prior to the initial Availability Period Expiration Date,
an aggregate amount of no less than $1,100,000.00 of Draw Fees during the period beginning on the Closing Date and ending on the
initial Availability Period Expiration Date.


 






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(v)        Notwithstanding
any of the foregoing to the contrary, if Seller elects to enter the Amortization Period in accordance with the terms and conditions
of Article 3(m) prior to exercising any Renewal Options hereunder, then, in any such case, Seller shall forfeit
the Renewal Options and shall have no ability to request to renew this Agreement and the Transaction Documents pursuant to this
Article 3(i).


 


(j)          Voluntary
Reduction of Purchase Price. On any Business Day prior to the Repurchase Date, Seller shall have the right, from time to time,
to transfer cash to Buyer for the purpose of reducing the outstanding Purchase Price of any Purchased Asset without terminating
the Transaction and without release of any Purchased Items; provided, that (i) any such reduction in outstanding Purchase
Price occurring on a date other than a Remittance Date shall be required to be accompanied by payment of all unpaid accrued Price
Differential as of the applicable Business Day on the amount of such reduction and (ii) Seller provides Buyer with three (3) Business
Days prior notice with respect to any reduction in outstanding Purchase Price occurring on any date that is not a Remittance Date,
except in connection with any reduction in Purchase Price as a result of the repayment of such Purchased Asset by the related
Mortgagor, Seller shall provide at least three (3) Business Days prior notice to Buyer. In connection with any such reduction
of outstanding Purchase Price pursuant to this Article 3(j), Buyer and Seller shall modify the existing Confirmation
for the Transaction to set forth the new Advance Rate and outstanding Purchase Price for such Purchased Asset. Any transfer of
cash made pursuant to this Article 3(j) shall be in an amount equal to or greater than $1,000,000.


 


(k)          Market
Disruption Period. (i) Notwithstanding anything contained herein to the contrary, upon the occurrence of a Market Disruption
Event (such date, the “Market Disruption Date”), the Availability Period Expiration Date or the Amortization
Period Expiration Date, as applicable, shall be deemed to have occurred as of the Market Disruption Date, and the Repurchase Date
for all outstanding Transactions shall be the earlier of (x) the maturity date (without giving effect to any remaining extension
options under the related Purchased Asset Documents) of the applicable Purchased Assets and (y) the date that is two (2) years
after the Market Disruption Date (in either such case, the “Market Disruption Expiration Date”).


 


(ii)
During the Market Disruption Period, (A) no new Transactions shall be permitted, (B) Buyer and Seller shall execute amended Confirmations
for the Market Disruption Period Purchased Assets, (C) on the Market Disruption Period Expiration Date, Seller shall be obligated
to repurchase the applicable Purchased Assets and transfer payment of the related Repurchase Prices for each such Purchased Asset,
together with the accrued and unpaid Price Differential and any other amounts due and payable to Buyer hereunder, against the
transfer by Buyer to Seller of each such Purchased Asset, (D) following the Market Disruption Period Expiration Date, Buyer shall
not be obligated to transfer any Purchased Assets to Seller until payment in full to Buyer of all amounts due hereunder, (E) if
the Market Disruption Event precipitating such Market Disruption Period occurred during an Amortization Period, the Amortization
Period Pricing Rate (including the Amortization Period Additional Percentage) shall continue to apply to each such Purchased Asset
as if such Market Disruption Period were an Amortization Period, and (F) all Excess Principal Payments shall be applied in accordance
with Article 5(e).


 






     30


     


    

 


(l)          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 twice per calendar month. 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)          as
of the Future Funding Date, no Margin Deficit, Potential Event of 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 applicable Purchased Assets, in either such case, to exceed the Concentration Limit;


 


(D)          the
amount of the Future Funding Advance is no less than $1,000,000;


 


(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 any additional due diligence investigation
of the related Purchased Asset, as described in Exhibit XVI, and as determined by Buyer in its sole discretion (the
“Future Funding Due Diligence”).


 


(ii)         On
the Future Funding Date, which shall occur following the final approval of the Future Funding Advance that all conditions set
forth in this Article 3(l) have been satisfied or waived. Buyer shall transfer cash to Seller as provided in this
Article 3(l) (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(l), Buyer and Seller shall modify the existing
Confirmation for the applicable Transaction to set forth the Future Funding Date, the new Advance Rate, outstanding Purchase Price
and Buyer’s LTV for such Purchased Asset and any other modifications to the terms set forth on the existing Confirmation.


 


(iii)        Notwithstanding
anything to the contrary herein, Buyer shall not be obligated to make any Future Funding Advance unless Seller has previously
or simultaneously with Buyer’s funding of a Future Funding Advance funded or caused to be funded to the related Mortgagor
(or to an escrow agent or as otherwise directed by the related Mortgagor) in respect of such Purchased Asset.


 






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(m)          Amortization
Period.


 


(i)          Provided
all of the Amortization Period Conditions are satisfied, Seller shall have the option to extend the Repurchase Date for all outstanding
Transactions as of the Availability Period Expiration Date (the “Amortization Period”) for a period
of up to one (1) year from the date of the Availability Period Expiration Date (such date, the “Amortization Period
Expiration Date”). For purposes of this Article 3(m)(i), the “Amortization Period Conditions”
shall be deemed to have been satisfied if:


 







(A)          Seller
shall have given Buyer written notice, not less than sixty (60) days and no more than one hundred twenty (120) days, prior to
then current Availability Period Expiration Date, of Seller’s desire to enter the Amortization Period;


 


(B)          no
Potential Event of Default, Margin Deficit, or Event of Default under this Agreement shall have occurred and be continuing as
of the Availability Period Expiration Date;


 


(C)          the
representations and warranties made by Seller, Pledgor and Guarantor in any of the Transaction Documents shall be true and correct
in all respects as of the Availability Period Expiration Date, except to the extent that such representations and warranties (a)
are made as of a particular date, (b) are no longer true as a result of a change in fact with respect to a Purchased Asset that
was consented to in writing by Buyer hereunder or (c) are disclosed in a Requested Exceptions Report;


 


(D)          Buyer
and Seller shall have executed amended Confirmations for the Amortization Period Assets; and


 


(E)          all
Excess Principal Payments shall be applied in accordance with Article 5(d).


 


(ii)         If
Buyer and Seller have entered into the Amortization Period in accordance with the terms and conditions of this Article 3(m),
then (A) subject to Article 3(m)(iii), on the Amortization Period Expiration Date, Seller shall be obligated to
repurchase all of the Purchased Assets subject to Transactions and transfer payment of the Repurchase Price for each such Purchased
Asset, together with the accrued and unpaid Price Differential and any other amounts due and payable to Buyer hereunder, against
the transfer by Buyer to Seller of each such Purchased Asset, and (B) following the Amortization Period Expiration Date, Buyer
shall not be obligated to transfer any Purchased Assets to Seller until payment in full to Buyer of all amounts due hereunder.


 


(n)          The
Maximum Facility Amount may be increased up to Two Hundred Fifty Million Dollars ($250,000,000) provided that the Facility Increase
Conditions (as defined below) are satisfied. For the purposes of this clause (n), “Facility Increase Conditions” shall
mean:


 


(i)          Seller
shall have delivered to Buyer a written request to increase the Maximum Facility Amount (an “Increase Request”),
which shall be delivered at least ten (10) Business Days prior to any increase being effectuated, which Increase Request shall
specify the Equity Threshold it is relying upon, and the related increased Maximum Facility Amount it is requesting, in making
such request, and providing evidence of its satisfaction of such Equity Threshold;


 


(ii)         Buyer
shall have approved Seller’s Increase Request, which approval may be granted or denied in Buyer’s sole discretion,
based on Buyer’s review of Seller’s evidence of its satisfaction of an Equity Threshold;


 


(iii)        Seller
shall, as applicable, execute: (A) an amendment documenting such increased Maximum Facility Amount or (B) such other documents
as Buyer may reasonably require;


 






     32


     


    

 


(iv)        no
Event of Default, or Potential Default has occurred and is continuing or would result from such increase in the Maximum Facility
Amount; and


 







(v)        as
of the date of such increase, the representations and warranties contained in Article 13 hereof are true and correct in all material
respects, with the same force and effect as if made on and as of such date; except to the extent that such representations and
warranties specifically refer to any earlier date, in which case they shall be true and correct as of such earlier date and except
that for the purposes of this Article 3(n)(iv), the representations and warranties regarding Seller or Guarantor’s financial
statements shall be deemed to refer to the most recent financial statements furnished to Buyer.


 


Article
4.

MARGIN MAINTENANCE


 


(a)          Buyer
may, at its option in its sole discretion, 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 that equals or exceeds the applicable Margin Deficit Threshold,
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
the obligations under this Article 4(a) by the close of the next succeeding Business Day if the Margin Deficit Notice
was received by Seller prior to 3:00 p.m. New York City time, or, the second (2nd) succeeding Business Day if the Margin Notice
was received by Seller after 3:00 p.m. New York City time.


 


(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 one (1) Business Day of receipt. 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.


 






     33


     


    

 


(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 (other than Principal Payments) during each Collection Period shall be applied on the related Remittance
Date pursuant to instructions from Buyer to Depository as follows:


 







(i)          first,
(a) to the Custodian for the payment of the fees due and payable to Custodian pursuant to the Custodial Agreement, then (b) to
the Depository for the payment of fees due and payable pursuant to the Depository Agreement and then (c) to the Servicer for payment
of the fees due and payable and other amounts owing to Servicer pursuant to the Servicing Agreement;


 


(ii)         second,
to Buyer, an amount equal to the Price Differential that has accrued and is outstanding as of such Remittance Date;


 


(iii)        third,
to Buyer, an amount equal to any other amounts then due and payable to Buyer or its Affiliates under any Transaction Document
(including any outstanding Margin Deficits); and


 


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


 


(c)          So
long as no Event of Default shall have occurred and be continuing, all Principal Payments on deposit in the Depository Account
in respect of the Purchased Assets applied by the Depository (pursuant to instructions from Buyer to Depository) no later than
the second (2nd) Business Day following the Business Day on which such funds are deposited in the Depository Account as follows:


 


(i)          first,
to Buyer, an amount equal to the product of the amount of such Principal Payment, multiplied by the applicable Advance
Rate;


 


(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 outstanding Margin Deficits); and


 


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


 


(d)          During
the Amortization Period, so long as no Event of Default, Material Adverse Effect or Market Disruption Event shall have occurred
and be continuing, any Excess Principal Payments in the Depository Account shall be applied on the related Remittance Date (pursuant
to instructions from Buyer to Depository) as follows:


 







(i)          first,
until the Amortization Period Beginning Balance has been reduced by twenty-five percent (25%), one hundred percent (100%) of any
such Excess Principal Payments shall be paid to Buyer in an amount sufficient to reduce the aggregate Purchase Prices of all Purchased
Assets until the Amortization Period Beginning Balance has been reduced by twenty-five percent (25%);


 


(ii)         second,
after the Amortization Period Beginning Balance has been reduced by twenty-five percent (25%), until the Amortization Period Beginning
Balance has been reduced by fifty percent (50%), fifty percent (50%) of any such Excess Principal Payments shall be paid to Buyer
in an amount sufficient to reduce the aggregate Purchase Prices of all Purchased Assets until the Amortization Period Beginning
Balance has been reduced by fifty percent (50%); and


 


(iii)        third,
after the Amortization Period Beginning Balance has been reduced by fifty percent (50%), then any such Excess Principal Payments
shall be paid to Seller.


 






     34


     


    

 


(e)          During
the Market Disruption Period, so long as no Event of Default or Material Adverse Effect shall have occurred and be continuing,
any Excess Principal Payments in the Depository Account shall be applied on the related Remittance Date (pursuant to instructions
from Buyer to Depository) as follows:


 


(i)          first,
until the Market Disruption Period Beginning Balance has been reduced by fifty percent (50%), one hundred percent (100%) of any
such Excess Principal Payments shall be paid to Buyer in an amount sufficient to reduce the aggregate Purchase Prices of all Purchased
Assets until the Market Disruption Period Beginning Balance has been reduced by fifty percent (50%); and


 


(ii)         second
after the Market Disruption Period Beginning Balance has been reduced by fifty percent (50%), then any such Excess Principal
Payments shall be paid to Seller.


 


(f)          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).


 


(g)          If
the amounts remitted to Buyer as provided in Articles 5(b), 5(c), 5(d), 5(e),
and 5(f) 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 when due.


 


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 it is a party and all other amounts
owing by it 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 (collectively, the “Repurchase Obligations”).
Seller hereby acknowledges and agrees that each Purchased Asset serves as collateral for the 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 Article 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 Articles 4(a).


 






     35


     


    

 







(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;


 


(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 (i) 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 and (ii) in connection with any Purchased Items related to a
Purchased Asset being repurchased by Seller in accordance with the terms and conditions hereof, upon receipt by Buyer of the full
Repurchase Price therefor. 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 deliver
to Seller such UCC termination statements and other release documents as may be commercially reasonable and shall promptly return
the Purchased Assets to Seller and reconvey the Purchased Items to Seller and 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, the “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 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 assets 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 Deposit 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 Deposit Account. Upon termination of this Agreement and the other Transaction
Documents, Buyer agrees to notify Depository of the same and agrees to execute such documents as reasonably necessary to terminate
the Depository Agreement.


 






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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 transfer 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.


 


(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 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, and (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;


 


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 ninety (90) 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 the 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, the 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 the 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 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 (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 the 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 the 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 the 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 Potential Event of 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 Potential Event of Default or an Event of Default
or with respect to the exercise of any voting or corporate rights with respect to the Purchased Assets that could materially impair
the market value of the Purchased Assets, and in each case subject to the provisions of the Purchased Asset Documents, the Revocable
Option discussed above shall automatically terminate 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 the 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, and 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 (or Article 23(g)) 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 any Transaction hereunder that at all
times while this Agreement and any Transaction thereunder 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 the purchase of
any Purchased Assets by Buyer from Seller and any Transaction thereunder that at all times while this Agreement and any Transaction
thereunder is in effect, unless otherwise stated herein:


 


(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
could not be reasonably likely 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.


 


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


 






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(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 contained in the Transaction Documents applicable to it to which it is a party.


 


(iv)       Non-Contravention;
Consents. Neither the execution and delivery of the Transaction Documents, nor consummation by Seller of the transactions
contemplated by the Transaction Documents (or any of them), nor compliance by Seller with the terms, conditions and provisions
of the Transaction Documents (or any of them) will (A) conflict with or result in a breach of 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, contract or other material agreement to which Seller is a
party or by which Seller may be bound to which Seller is now a party, (C) result in the creation or imposition of any Lien or
any other encumbrance of any of the assets of Seller, other than pursuant to the Transaction Documents, (D) conflict with any
judgment or order, writ, injunction, decree or demand of any court applicable to Seller, or (E) conflict any applicable Requirement
of Law to the extent that such conflict or breach would have a Material Adverse Effect upon Seller’s ability to perform
its obligations hereunder.


 


(v)       Litigation;
Requirements of Law. There is no action, suit, proceeding, investigation, or arbitration pending or, to the Knowledge of Seller,
threatened against Seller, Pledgor or Guarantor or any of their respective assets, nor is there any action, suit, proceeding,
investigation, or arbitration pending or, to Seller’s Knowledge, threatened against Seller, Pledgor or Guarantor that (A)
may, individually or in the aggregate, result in any Material Adverse Effect, (B) may have an adverse effect on the validity of
the Transaction Documents or any action taken or to be taken in connection with the obligations of Seller under any of the Transaction
Documents 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 applicable to Seller. 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.


 


(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)      No
Material Adverse Effect; No Potential Events of Default. 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.
No Potential Event of Default or Event of Default exists under or with respect to the Transaction Documents; provided that this
representation shall be deemed not made with respect to any Transaction which cures the foregoing.


 


(viii)     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.


 


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




 


(A)       As
of the date hereof, Seller has not assigned, pledged, or otherwise conveyed or encumbered any Purchased Asset to any other Person,
and immediately prior to the sale of such Purchased Asset to Buyer, 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 the sale to Buyer
hereunder.


 



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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 the 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 Uniform Commercial Code)
comprising Purchased Items or any after-acquired property related to such Purchased Items.


 


(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 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 the Transferor to perfect such security interest, and assigned such financing
statements in blank and delivered such assignments to Buyer or Custodian.


 






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(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 the 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 is not aware 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.


 


(x)       Adequate
Capitalization; No Fraudulent Transfer. 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 in contemplation of insolvency or with intent to hinder, delay or defraud
any of Seller’s creditors. The transfer of the Purchased Assets subject hereto and the obligation to repurchase such Purchased
Assets is not undertaken 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 of the Purchased Assets
pursuant hereto and the obligation to repurchase such Purchased Asset (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 of the Purchased Assets and the Purchased Items subject hereto. No petition in bankruptcy has been filed against Seller
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 debtors 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.


 


(xi)       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 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).


 






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


 


(xiii)        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 (except agreements to issue, sell or distribute any such Purchased Asset made in contemplation of such Purchased
Asset(s) first being repurchased in accordance with the terms hereof), 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.


 


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


 


(xv)         Taxes.
Seller and each Affiliate of Seller 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 or any Affiliate of Seller and no claims are currently
being asserted in writing against Seller or any Affiliate of Seller 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).


 


(xvi)        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 and no Act of Insolvency has ever occurred with respect to Seller.


 


(xvii)       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.


 


(xviii)      Full
and Accurate Disclosure. No information contained in the Transaction Documents, or any written statement furnished by or on
behalf of Seller pursuant to the terms of the Transaction Documents, when taken as a whole, 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 when considered in the totality of the relevant circumstances.


 


(xix)        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 has been prepared in accordance
with GAAP (other than models or projections). 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, to Seller’s Knowledge the Purchased Assets, or in the results
of operations of Seller, which change is reasonably likely to have a Material Adverse Effect.


 



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(xx)          Intentionally
Omitted.


 


(xxi)         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.


 


(xxii)        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.


 


(xxiii)       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.


 






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(xxiv)      Environmental
Laws. Seller is in material compliance with all applicable Environmental Laws, and there is no violation of any Environmental
Laws which reasonably would be expected to interfere with the continued operations of Seller


 


(xxv)       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.


 


(xxvi)      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 Seller’s Knowledge, 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.


 


(xxvii)     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 (other than such books
and records as are maintained by the Advisor or its sub-advisors). Seller may change its address for notices and for the location
of its books and records by giving Buyer written notice of such change.


 


(xxviii)    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 as required by the Anti-Money Laundering Laws, and (C) maintaining sufficient information to identify
the related obligor (if applicable) for purposes of the Anti-Money Laundering Laws.


 


(xxix)       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 that Seller acquires or originates a New Asset under its good faith belief that such New Asset would become a Purchased
Asset on such date of acquisition or origination, as applicable, so long as Seller complies with Article 11(a).


 






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(xxx)       
Ownership. Seller is and shall remain at all times a wholly owned direct or indirect subsidiary of Guarantor.


 


(xxxi)       Compliance
with ERISA. (a) Neither Seller or any ERISA Affiliate nor Guarantor or any ERISA Affiliate has established, maintains, contributes
to, or sponsors any Plan or Multiemployer Plan that is not in material compliance with ERISA or the Code and would not result
in any Material Adverse Effect; (b) each of Seller and Guarantor either (i) qualifies as a VCOC or a REOC, (ii) complies with
an exception set forth in the Plan Asset Regulations such that the assets of such Person would not be subject to Title I of ERISA
and/or Section 4975 of the Code, or (iii) is not deemed to hold “plan assets” within the meaning of the Plan Asset
Regulations that are subject to ERISA; 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 of the Code or Section 406 of ERISA)
that could subject the Buyer to any tax or penalty imposed under Section 4975 of the Code or Section 502(i) of ERISA.


 


(xxxii)       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)           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, 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 adverse to the Buyer any Servicing Agreements to which it is a party, without the consent of Buyer in
its sole discretion;


 


(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,
Permitted Encumbrances, 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; provided, however,
to the extent any Lien is involuntarily created in or on any property of Seller and Seller had no Knowledge thereof on or prior
to the date of creation of such Lien, Seller shall not be in default of this Article 10(d) so long as Seller cures same to the
satisfaction of Buyer within five (5) Business Days after the earlier of (A) notice by Buyer to Seller thereof and (B) Seller’s
Knowledge thereof.


 


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


 






     46


     


    

 


(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
discretion (such consent not to be unreasonably withheld, delayed or conditioned);


 


(g)           permit
the organizational documents or organizational structure of Seller to be amended without the prior written consent of Buyer (such
consent not to be unreasonably withheld, delayed or conditioned);


 


(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;


 


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


 


(j)            
incur any Indebtedness except as provided hereunder or 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 the Seller, Pledgor or Guarantor to be required to register as an “investment
company” within the meaning of the Investment Company Act;


 


(m)          after
the occurrence and during the continuance of any Event of Default, make any distribution, payment on account of, or set apart
assets for, a sinking or other analogous fund for the purchase, redemption, defeasance, retirement or other acquisition of any
equity or ownership interest of Seller, whether now or hereafter outstanding, or make any other distribution in respect thereof,
either directly or indirectly, whether in cash or property or in obligations of Seller provided that. Seller may distribute the
minimum amount of cash required to be distributed so that Guarantor /including its qualifying subsidiaries) can maintain its status
as a “real estate investment trust” or qualifying subsidiary. as applicable) under Sections 856 through 860 of the
Code and such distributions are actually used to maintain Guarantor’s status as a “real estate investment trust”
under Sections 856 through 860 of the Code;


 


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


 


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


 


(p)           permit,
at any time, a breach of the Concentration Limit.


 






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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 Effect promptly upon Seller’s Knowledge thereof; provided, however,
that nothing in this Article 11 shall relieve Seller of its obligations under this Agreement.


 


(b)           Seller
shall provide Buyer with copies of such documents as Buyer may 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 or Permitted Encumbrances) and (ii) 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 (not to exceed one (1) time per calendar year unless as Event of Default
has occurred and is continuing), and to make copies of extracts of any and all thereof, subject to customary confidentiality practices
and the terms of any confidentiality agreement between Buyer and Seller and applicable law. Buyer shall act in a commercially
reasonable manner in requesting and conducting any inspection relating to the conduct and operation of Seller’s business.
So long as no Potential Event of Default or Event of Default has occurred and is continuing, any such inspection shall be at Buyer’s
cost and expense.


 


(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 the 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 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
fifteen (15) calendar days after each month-end, a Monthly Reporting Package substantially in the form of Exhibit III-A
attached hereto;


 


(ii)           Within
sixty (60) 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:


 


(A)       copies
of Seller’s (if applicable) and Guarantor’s Federal Income Tax returns, if any, delivered within thirty (30) calendar
days after the filing thereof; and


 


(B)       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 make a representative available to Buyer every quarter for attendance at a telephone conference, the date of which to be
mutually agreed upon by Buyer and Seller, regarding the status of each Purchased Asset, Seller’s compliance with the requirements
of Articles 11 and 12, and any other matters relating to the Transaction Documents or Transactions
that Buyer wishes to discuss with Seller.


 


(i)            Seller
shall to at all times (i) comply with all contractual obligations, (ii) 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 (iii) 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).


 


(j)            Seller
shall at all times have 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 have set aside on such 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 an expenses of the Custodian and the Acceptable Attorney, Depository and each servicer (including,
without limitation, the Primary Servicer) of any or all of the Purchased Assets, the Draw Fee, the Exit Fee and the Renewal Period
Fee, as applicable.


 






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(l)            Seller
will continue to be a U.S. Person that is a partnership for U.S. federal income tax purposes, or 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 or cause to be maintained 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 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 (in each case, unless an Event of Default has occurred and is continuing, limited to once per calendar
year).


 


(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).


 


(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); provided, however, that if the related Mortgagor
for such Purchased Asset is only obligated to provide Seller with the information to be contained in such Servicing Tape on a
quarterly basis pursuant to the related Purchased Asset Documents, then Seller shall only cause each such servicer to provide
to Buyer such Servicing Tape for the most recently ended quarter (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
interest will be held or obtained by Seller or an Affiliate of Seller.


 






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(u)           Seller
shall obtain customary estoppels and agreements reasonably acceptable to Buyer for each Asset that is subject to a ground lease.


 


(v)           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 requested by Buyer, to perfect, protect and more fully 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.


 


(w)          No
later than thirty (30) calendar days after Buyer’s request (or such other time period as determined by Buyer), Seller shall
procure and deliver to Buyer an Appraisal relating to any Purchased Asset at Seller’s sole cost and expense; provided,
however, so long as no Event of Default has occurred and is continuing, Seller shall only be responsible for the costs
and expenses associated with one (1) Appraisal for each Purchased Asset. 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 its
own cost and expense.


 


(x)           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 Potential Event of Default or Event of Default, but in
no event later than the immediately succeeding Business Day after the earlier of a Responsible Officer 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 the occurrence of any of the following: (A) with respect to any Purchased Asset or related Underlying Mortgaged Property,
a material change in value, material loss or damage, regulatory issues, material licensing or permit issues, violation of any
Requirement of Law, violation of any Environmental Law or any other actual or expected event or change in circumstances that could
reasonably be expected to result in a 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 could reasonably be expected to have a Material Adverse
Effect;


 


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


 






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(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, Guarantor, any Purchased
Asset (or obligor 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) $10,000,000 with respect to Guarantor,
(C) individually or in the aggregate, if adversely determined, could reasonably be likely to have a Material Adverse Effect, (D)
requires filing with the SEC in accordance with the 1934 Act and any rules thereunder or (E) raises any lender licensee issues
with respect to any Purchased Asset;


 


(vii)        promptly,
and in any event within one (1) Business Day of receipt of notice by Seller or Knowledge, of (A) any event that would result in
any Purchased Asset becoming subject to a Mandatory Early Repurchase Event, (B) any lien or security interest (other than security
interests created or permitted hereby) on, or claim asserted against, any Purchased Asset or, to Seller’s Knowledge, the
underlying collateral therefor, (C) any event or change in circumstances that has or could reasonably be expected to have an adverse
effect on the market value of a Purchased Asset or (D) the resignation or termination of any servicer under any Servicing Agreement
with respect to any Purchased Asset; and


 


(viii)       promptly upon receipt by a Responsible Officer of 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 a Responsible Officer obtaining notice or Knowledge of any such occurrence;


 


(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.


 


(y)           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.


 


(z)            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).


 


(aa)         As
soon as practical after Buyer has determined that a New Asset is a Rejected Asset, Seller shall sell, transfer or otherwise dispose
of such Rejected Asset.


 



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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 will pay its debts and liabilities (including overhead expenses) from its
own assets as the same shall become due;


 


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


 


(c)            it
has done or caused to be done and will to the extent under its control 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);


 


(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, cash and other assets incidental
to the origination, acquisition, ownership, hedging, administering, financing and disposition of Purchased Assets; provided, further,
that Seller shall not be in breach of this provision to the extent that Seller acquires or originates a New Asset under its good
faith belief that such New Asset would become a Purchased Asset on such date of acquisition or origination, as applicable, so
long as Seller complies with Article 11(a);


 


(g)            it
has not engaged and will not engage in any business other than the origination, acquisition, ownership, financing and disposition
of the Purchased Assets 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, or with respect to New Assets that Seller has acquired or originated under its good
faith belief that such New Asset would become a Purchase Asset on such date of acquisition or origination, as applicable, so long
as Seller complies with Article 11(a), (iii) unsecured trade payables, in an aggregate amount not to exceed $250,000
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 and (iv) as otherwise permitted by this Article 12;


 






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(j)            it
has not made and will not make any loans or advances to any other Person, and shall not acquire obligations or securities of any
member or affiliate of any member or any other Person (other than in connection with the origination or acquisition of Purchased
Assets); provided, however, that Seller shall not be in breach of this provision to the extent that Seller acquires or originates
a New Asset under its good faith belief that such New Asset would become a Purchased Asset on such date of acquisition or origination,
as applicable, so long as Seller complies with Article 11(a);


 


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


 


(l)            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 other than with respect
to the Purchased Asset Documents or otherwise as permitted by Article 10(m);


 


(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; provided that the foregoing shall not eliminate
the implied contractual covenant of good faith and fair dealing; provided, further, in each case, that the Seller shall not be
in breach of this covenant if an Independent Director or Independent Advisor resigns, is unable to serve as an Independent Advisor
or is otherwise incapacitated so long as the Seller and/or its governing body replaces such Independent Director or Independent
Advisor promptly and in any event within 10 Business Days after obtaining Knowledge thereof);


 


(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


 






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(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)           Seller
shall fail to apply any Income (including, for the avoidance of doubt, any Principal Payments) received by Seller in accordance
with the provisions hereof within two (2) Business Days of Seller’s receipt of such Income;


 


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


 


(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 a Responsible Officer of Seller;


 


(v)           Seller
shall default in the observance or performance of its obligation in any agreement contained in Article 10 of this
Agreement;


 


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


 


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


 


(viii)       a
Responsible Officer of Seller, Pledgor or Guarantor shall admit to any Person 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, Guarantor
or any counter-party thereto, as the case may be;


 


(x)           Seller
or Guarantor shall be in default 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 $10,000,000, 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 $10,000,000, 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 in excess of $250,000 with respect to Seller and
in excess of $10,000,000 with respect to Guarantor, 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 $10,000,000,
with respect to Guarantor; provided, however, that any such default shall not constitute an Event of Default hereunder
if Guarantor cures such default within the applicable grace period, if any, provided under the applicable agreement;


 






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(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 party to or beneficiary with respect to such repurchase facility, loan
facility or hedging transaction;


 


(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 and such prohibited transaction
results in any liability for the Buyer, (B) any failure to meet the “minimum funding standard” (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 under Section 4042 of ERISA, (D) any Plan shall terminate under Section 4041(c) or Section
4042 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 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 three (3) Business Days after notice thereof
from Buyer to Seller or after a Responsible Officer of 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 three (3) Business Days after notice thereof from Buyer to Seller or after a Responsible Officer of Seller otherwise
has Knowledge thereof;


 


(xiv)        on
any Remittance Date the amounts deposited in the Depository Account are insufficient to make the payments required under Article
5(b)(i)-(iii), and Seller does not otherwise make such payments on such Remittance Date;


 






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(xv)         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;


 


(xvi)        [Reserved];


 


(xvii)       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 or failure to perform
is susceptible of cure and is not remedied within (A) the specified cure period or (B) if no cure is specified, five (5) Business
Days after the earlier of (1) notice thereof by Buyer to Pledgor or (2) Pledgor’s Knowledge thereof; provided, however,
that if Seller shall have made any such representation with Knowledge that it was materially incorrect or untrue at the time made,
such misrepresentation shall constitute an Event of Default;


 


(xviii)      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 remedied within five (5) Business Days after (A) delivery of notice thereof
to Seller by Buyer or (B) Knowledge on the part of Seller of such breach; provided, however that if Seller shall
have made any such representation with Knowledge that it was materially incorrect or untrue at the time made, such misrepresentation
shall constitute an Event of Default;


 


(xix)         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 $10,000,000, and remains undischarged or unpaid for
a period of thirty (30) calendar days, unless such judgment is effectively stayed by fully bonding over or other means acceptable
to Buyer;


 


(xx)          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 to perform is
susceptible of cure and is not remedied within (A) the specified cure period or (B) if no cure is specified, five (5) Business
Days after the earlier of (1) notice thereof to a Responsible Officer of Seller to Buyer or (2) Seller’s Knowledge thereof;
provided, however, that with respect to clause (B) only, if such default is susceptible of cure but cannot
reasonably be cured within such five (5) Business Day period and if Seller has diligently and expeditiously proceeded to cure
the same, such five (5) Business Day period shall be extended for such time as is reasonably necessary for Seller, in the exercise
of due diligence, to cure such default, and in no event shall such cure period exceed fifteen (15) days from the earlier of Seller’s
receipt of Buyer’s notice of such default or of Seller’s Knowledge of such default;


 


(xxi)         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 is not cured by Seller within
ten (10) days from the earlier of Seller’s receipt of Buyer’s notice of such default or Seller’s Knowledge of
such default;


 


(xxii)        the
breach, subject to applicable grace and cure periods, by Guarantor of (A) any of the covenants contained in Section 9 of the Guarantee
Agreement or (B) any other 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;


 






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(xxiii)       to
the extent not expressly provided otherwise in this Article 13, if Seller engages in any conduct or action where
Buyer’s prior consent is required by any Transaction Document and Seller fails to obtain such consent; provided that if
such conduct or action is otherwise an Event of Default under this Article 13(a) and the Seller benefits from any applicable grace
or cure period, then any such grace or cure period shall still apply and not be reduced or eliminated by this Article 13(a)(xxiii).


 


(xxiv)       Seller,
Pledgor or Guarantor are required to register as an “investment company” (as defined in the Investment Company Act);


 


(xxv)       Any
servicer fails to deposit or ceases to be deposited 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,
however, that such failure shall not be an Event of Default hereunder so long as Seller appoints a new servicer pursuant to the
Servicing Agreement within thirty (30) days of such failure by such servicer; or


 


(xxvi)      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 other than a qualification
or limitation expressly related to Buyer’s rights in the Purchased Assets.


 


(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 Repurchase 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 (for the avoidance of doubt, such termination shall not, to the extent the following obligations
exist, terminate the Buyer’s obligation to repay any amount owed to Seller under the Transaction Documents or terminate
the Buyer’s obligation to remit any Purchased Assets to Seller, including with respect to any Purchased Assets then owned
by Buyer in each case following the satisfaction of all amounts owed to Buyer under this Agreement and the Transaction Documents).


 


(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, and, in each case, such determination is made by Buyer as to similarly
situated sellers in facilities with substantially similar assets, 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.


 


(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, provided, however, that to the extent any such determination
by Buyer and imposition of Substitute Rate Transactions apply to all sellers under similar repurchase facilities with Buyer, such
determination and imposition of Substitute Rate Transactions will not be applied solely to Seller. 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.


 






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(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 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, upon its demand,
any additional amounts necessary to compensate Buyer for such increased cost or reduced amount receivable; provided, however,
that to the extent any such determination by Buyer and imposition of such increased costs apply to all sellers under similar repurchase
facilities with Buyer, such determination and imposition of such increased costs will not be applied solely to Seller; provided,
further, that if Buyer fails to notify Seller of any event which would entitle Buyer to compensation pursuant to this Article
14(c) within sixty (60) days after Buyer’s Knowledge of such event, then Buyer shall not be entitled to such compensation
from Seller for any amount resulting from such event and arising prior to the date which is sixty (60) days before the date on
which Buyer notifies Seller of such event. 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; provided,
however, Buyer shall not be entitled to any compensation under this Article 14(c) following the date which is ninety (90) days
after the termination of this Agreement.


 


(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, Seller shall pay to Buyer such additional amount or amounts as will compensate Buyer for such reduction,
provided, however, that to the extent any such determination by Buyer and imposition of such increased costs apply to all sellers
under similar repurchase facilities with Buyer, such determination and imposition of such increased costs will not be applied
solely to Seller. In addition, Buyer will endeavor to provide Seller with no less than thirty (30) days prior written notice of
any such determination. 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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(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 (excluding lost profits) 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; provided, however, Buyer shall not be entitled to any compensation
under this Article 14(f) following the date which is ninety (90) days after the termination of this Agreement.


 


(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.


 


(h)          Payment
of Other Taxes. 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 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 a 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
to the extent allowable by applicable law.


 






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(j)           Indemnification
by Seller. 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 such Buyer or 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 any Transferee 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 Transferee, 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 Transferee 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), (B) and (D) below) shall not be required
if in Buyer’s or Transferee’s reasonable judgment such completion, execution or submission would subject Buyer or
such Transferee to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of
Buyer or such Transferee.


 


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;


 


(B)          any
Foreign Buyer shall, to the extent it is legally entitled to do so, deliver to Seller (in such number of copies as shall be requested
by the recipient) on or prior to the date on which such Foreign Buyer 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 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;


 






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(3)          in
the case of a Foreign Buyer 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 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 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 is a partnership and one or more direct or indirect partners of such Foreign Buyer are claiming the
portfolio interest exemption, such Foreign Buyer 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;


 


(C)          any
Foreign Buyer shall, to the extent it is legally entitled to do so, deliver to Seller (in such number of copies as shall be requested
by the recipient) on or prior to the date on which such Foreign Buyer 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 this Agreement 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
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 Article 14 (including by the payment of additional
amounts pursuant to Articles 14(h)), 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 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 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.


 


(o)          Repurchase
of Affected Purchased Assets. In the event that Buyer determines that it is necessary to charge any additional amounts or
increased costs pursuant to Articles 14(a), 14(b), 14(c) or 14(d), and
actually imposes such increased costs on Seller in accordance with the terms hereof, Seller shall have the right to repurchase
each affected Purchased Asset from Buyer without payment of an Exit Fee or any other fees related to such affected Purchased Assets;
provided, that, if LIBOR is unobtainable and Seller exercises its repurchase right, Seller shall repurchase the effected Purchased
Assets within sixty (60) calendar days from such event.







 


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, (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 electronic mail provided that such electronically
mailed notice must also be delivered by one of the means set forth above. A notice shall be deemed to have been given: (w) in
the case of hand delivery, at the time of delivery, (x) in the case of registered or certified mail, when delivered or the first
attempted delivery on a Business Day, (y) in the case of expedited prepaid delivery upon the first attempted delivery on a Business
Day or (z) in the case of telecopier, upon receipt of answerback confirmation, provided that such telecopied notice was
also delivered as required in this Article 17. 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)           Subject
to Article 19(b) below, 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. 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”) all or any part of its rights its interest 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, any such Transferee
shall be an Eligible Assignee. Seller agrees to cooperate with Buyer 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. Seller in no event
shall be required to make payments under Article 14 to any Transferee (other than an Assignee for an assignment
made pursuant to Article 14(l)) in excess of the payments Seller would have been required to make to Buyer under
Article 14 if no assignment or grant of a participation to the Transferee had occurred. For avoidance of doubt,
Seller shall not have any obligations under Article 14(f) or 14(i) in respect of a Participant unless the Participant
agrees to comply with Article 14(j) in the same manner as if it was an Assignee.


 


(b)          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.


 


(c)          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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(d)          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
assets of an employee benefit plan subject to any provision of ERISA 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 prohibited transaction under ERISA or
the Code or is otherwise exempt therefrom, and the other party may proceed in reliance thereon but shall not be required so to
proceed.


 


(b)          Subject
to the last sentence of subparagraph (a) of this 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.


 






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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 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.


 


(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).


 






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(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 are 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 Securities Exchange Act of 1934, the Securities Investor Protection
Corporation has taken the position that the provisions of the Securities Investor Protection Act of 1970 (“SIPA”)
do not protect the other party with respect to any Transaction hereunder;


 


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


 


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


 


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


 






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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.


 


(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)          THE
PARTIES HERETO HEREBY IRREVOCABLY WAIVE 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;


 






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(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


 


(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 designee that is holding a Purchased Asset File on behalf of and at the direction
of Buyer, Buyer’s Affiliates and each of its officers, directors, employees, attorneys, consultants and other advisors (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 one (1) firm of counsel, unless special expertise is required or more than one (1) jurisdiction is involved,
in which case reasonable attorney’s fees and disbursements of such additional firm(s) shall be included) 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 one (1) firm of counsel,
unless special expertise is required or more than one (1) jurisdiction is involved, in which case reasonable attorney’s
fees and disbursements of such additional firm(s) shall be included), 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 and documented 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; provided that Buyer shall endeavor to
limit such Pre-Purchase Legal Expenses to no more than $7,500 per non-Table Funded Purchased Asset, so long as Seller complies
with Buyer’s procedure protocol) 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 and documented fees and
disbursements of one (1) firm of counsel (unless special expertise is required or more than one (1) jurisdiction is involved,
in which case reasonable attorney’s fees and disbursements of such additional firm(s) shall be included). 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. 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 the 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; provided, that prior to the occurrence and continuance of a Potential
Event of Default or an Event of Default, notwithstanding anything in this Agreement to the contrary, Buyer shall not contact any
Mortgagor of an Eligible Asset with respect to a proposed Transaction or a Purchased Asset, any related sponsor or other obligor,
any related tenant or any other loan party, without Seller’s prior consent. 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 out-of-pocket and invoiced
attorneys’ fees, costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and
Purchased Assets.


 






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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), Article
10(c) and Article 10(f) 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), Article 10(c) and Article 10(f)
other than pursuant to a Revocable Option.


 


(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.


 


(g)          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 month (or any portion thereof) prior to the date of Buyer’s request, provided, however, that if
the Mortgagor of the Underlying Mortgaged Property for such Purchased Asset is not obligated to provide Seller with the information
to be contained in such Servicing Tape more frequently than on a quarterly basis, then Seller shall only cause each such servicer
to provide to Buyer such Servicing Tape for the quarter (or any portion thereof) prior to the date of Buyer’s request.


 






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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.


 


(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, 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 and documented out-of-pocket
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. This Article 30(d) shall not
apply with respect to taxes,


 


(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 hereinabove referred to against any amounts owing to Buyer or its Affiliates by Seller under the Transaction Documents,
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)           Seller
agrees that it shall not assert any claims against Buyer for special, indirect, consequential or punitive damages for the actual
use or purported use of proceeds hereunder.


 


(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.


 






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(l)          
All information regarding the terms set forth in any of the Transaction Documents or the Transactions shall be kept confidential
and shall not be disclosed by either party hereto to any Person except (a) to the Affiliates of such party or its or their respective
directors, officers, employees, agents, advisors, attorneys, accountants and other representatives who are informed of the confidential
nature of such information and instructed to keep it confidential, (b) to the extent requested by any regulatory authority, stock
exchange, government department or agency, or required by Requirements of Law, (c) to the extent required to be included in the
financial statements of either party or an Affiliate thereof, (d) to the extent required to exercise any rights or remedies under
the Transaction Documents, Purchased Assets or Underlying Mortgaged Properties, (e) to the extent required to consummate and administer
a Transaction, (f) in the event any party is legally compelled to make pursuant to deposition, interrogatory, request for documents,
subpoena, civil investigative demand or similar process by court order of a court of competent jurisdiction, and (g) to any actual
Transferee or prospective Transferee (that is an Eligible Assignee) that agrees to comply with this Article 30(l);
provided, that, except with respect to any disclosures by Buyer under this Article 30(l), no such disclosure made
by Seller with respect to any Transaction Document shall include a copy of such Transaction Document to the extent that a summary
would suffice; provided, further, that if it is necessary for a copy of any Transaction Document to be disclosed by Seller, all
pricing and other economic terms set forth therein shall be redacted before disclosure.


 


[REMAINDER
OF PAGE LEFT BLANK]


 






     77


     


    

 


IN
WITNESS WHEREOF, the parties have executed this Agreement 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



 






     78


     


    

 





	 	SELLER:
	 	 	 
	 	FS CREIT FINANCE GS-1 LLC, a Delaware limited liability
    company
	 	 	 
	 	By:	/s/William Goebel
	 	Name: William Goebel
	 	Title: Chief Financial Officer


 






     79


     


    

 


ANNEXES,
EXHIBITS AND SCHEDULES


 


	ANNEX I	 	Names and Addresses for Communications
    between Parties
	 	 	 
	SCHEDULE I	 	Intentionally Omitted
	 	 	 
	SCHEDULE II	 	Purchased Asset File
	 	 	 
	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	 	Reserved
	 	 	 
	EXHIBIT XVII	 	Reserved
	 	 	 
	EXHIBIT XVIII	 	Future Funding Procedures




 






     80


     


    

 


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:      (212) 902-6852

Telecopy:        (212) 977-4870


Email:
              jeffrey.dawkins@gs.com


 


Email:
gs-refgwarehouse@ny.email.gs.com


Email:
gs-crewarehouse-am@ny.email.gs.com


Email:
gs-warehouse-ops@ny.email.gs.com


  


With
copies to:


 


Paul
Hastings LLP

200 Park Avenue

New York, New York 10166

Attention:        Lisa A. Chaney, Esq.

Telephone:      (212) 318-6773

Facsimile:        (212) 230-7793


Email:           
  lisachaney@paulhastings.com


  


Seller:



 


FS
CREIT Finance GS-1 LLC

201 Rouse Boulevard

Philadelphia, PA 19112

Attention: Chief Financial Officer

Telephone: (215) 495-1150

Telecopy: (215) 339-1931


 


Email:
credit.notices@fsinvestments.com

Email: FSCREIT_TEAM@fsinvestments.com


 






    


     


    

 


Schedule
I


 


Intentionally
Omitted


 






    -2-


     


    

 


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.



 






    -3-


     


    

 


		(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 or a copy of 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 or a copy 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.



 


		(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.



 






    -4-


     


    

 


		(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.



 






    -5-


     


    

 


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 January 26, 2018 (the “Master
Repurchase and Securities Contract Agreement”), between GOLDMAN SACHS BANK USA, a New York state-chartered bank
(“Buyer”) and FS CREIT FINANCE GS-1 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	 	 




 






    


     


    

 





	Purchase Price Debt Yield:	See Schedule 2
	 	 
	Draw Fee:	 
	 	 
	Requested Wire Amount (net of Draw Fee):	 
	 	 
	Type of Funding:	[Table/Non-table]
	 	 
	Wiring
Instructions: 
	See Schedule 3
	 	 
	Name and address for communications:	Buyer:	GOLDMAN
                           SACHS BANK USA

                           200 West Street

                           New York, New York 10282

                           Attention:       Mr. Jeffrey Dawkins

                           Telephone:     (212) 902-6852

                           Telecopy:       (212) 977-4870

        Email:
                    jeffrey.dawkins@gs.com

         

        With
        copies to:

         

        Paul
        Hastings LLP

        200 Park Avenue

        New York, New York 10166

        Attention:       Lisa A. Chaney, Esq.

        Telephone:      (212) 318-6773

        Facsimile:       (212) 230-7793

        Email:              lisachaney@paulhastings.com

        









 


	 	Seller:	FS
    CREIT FINANCE GS-1 LLC
	 	 	 
	 	 	201
                                         Rouse Boulevard

                                         Philadelphia, PA 19112

                                         Attention: Chief Financial Officer

                                         Telephone: (215) 495-1150

                                         Telecopy: (215) 339-1931 

	 	 	 
	 	With
    copies to:	[_________________]

                                                         [_________________]
                                          [_________________]

                                                         Attention:       [___________]

                                                         Telephone:     [___________]

                                                         Facsimile:       [___________] 

	 	 	 
	 	 	[_________________]

                                         [_________________]

                                         [_________________]






    



    


     


    




 





	 	 	Attention:
                                              [___________]

                                         Telephone:    [___________]

                                         Facsimile:      [___________] 



 






    


     


    

 


 





	 	FS CREIT FINANCE GS-1 LLC, a Delaware
    limited liability company
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 






    


     


    

 


AGREED
AND ACKNOWLEDGED:


 





	GOLDMAN SACHS BANK USA,	 
	a New York state-chartered bank	 
	 	 	 
	


By:

	 	 
	 	Name:	 
	 	Title:	 



 






    


     


    


 


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(l) 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 4 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:	[Fixed]/[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 


 


[to
be attached]


 






    	 



     


    

 


Schedule
3 to Confirmation Statement 


 


Wiring
Instructions


 


[to
be attached]


 






    	 



     


    

 


Schedule
4 to Confirmation Statement 


 


Requested
Exceptions Report


 


[to
be attached]


 






    	 



     


    

 


EXHIBIT
II


 


AUTHORIZED
REPRESENTATIVES OF SELLER


 


	Name 
	 	Specimen
Signature 

	 

                                                         Michael
        C. Forman

         

        Zachary
        Klehr

         

        Stephen
        Sypherd

         

        William
Goebel
	 	 



 






    	 



     


    

 


EXHIBIT
III-A


 


MONTHLY
REPORTING PACKAGE


 


The
Monthly Reporting Package shall include 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 Potential Events of Default.



 


		●	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.



 


		●	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 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.



 


		●	To
                                         the extent available, 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.



 






    	 



     


    

 


EXHIBIT
III-C


 


ANNUAL
REPORTING PACKAGE


 


The
Annual Reporting Package shall include 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 FS CREIT FINANCE GS-1 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 January 26, 2018 (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 [_______].


 




[SIGNATURES ON THE FOLLOWING PAGE]


 






    	 



     


    

 





	 	FS CREIT FINANCE GS-1 LLC, a Delaware
	 	limited liability company
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 






    	 



     


    

 


EXHIBIT
V


 


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 Exception Report delivered by
Seller to Buyer prior to the issuance of a Confirmation with respect thereto.


 


		(1)	Whole
                                         Loan; Ownership of Purchased Assets. Each Purchased Asset is an Eligible Asset. At
                                         the time of the sale, transfer and assignment to Buyer, no Mortgage Note 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, to Seller’s Knowledge 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, based on the title policy, 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. To Seller’s Knowledge, 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 such 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 to the extent perfection may be effected pursuant to applicable law by
                                         such recording or filing, as the case may be. 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 Purchased Date. An engineering
                                         report or property condition assessment was prepared in connection with the origination
                                         of each Purchased Asset no more than twelve months prior to the Purchase Date. To Seller’s
                                         Knowledge, based solely upon due diligence customarily performed in connection with the
                                         origination of comparable mortgage loans, each related 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.
                                         To Seller’s Knowledge, as of the date of origination and as of the Purchase Date,
                                         there is no proceeding pending or 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. To Seller’s Knowledge, as of the date of origination
                                         and to Seller’s Knowledge as of the Purchase Date, there was no pending, filed
                                         or threatened (in writing) 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 except for any future funding pending per the
                                         Purchased Asset Documents 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 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. 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.
                                         To Seller’s Knowledge, 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, Seller and to Seller’s
                                         Knowledge 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 as of the Purchase Date. 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 any 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 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 monthly (other
                                         than for single-tenant properties) and annual operating statements, and monthly (other
                                         than for single-tenant properties) rent rolls for properties that have executed leases
                                         and annual financial statements, which annual financial statements with respect to each
                                         Purchased Asset with more than one Mortgagor are in the form of an annual combined balance
                                         sheet of the Mortgagor entities (and no other entities), together with the related combined
                                         statements of operations, members’ capital and cash flows, including a combining
                                         balance sheet and statement of income for the Mortgaged Properties on a combined basis.



 


		(30)	Acts
                                         of Terrorism Exclusion. With respect to each Purchased Asset over $20 million, the
                                         related special-form all-risk insurance policy and business interruption policy (issued
                                         by an insurer meeting the Insurance Rating Requirements) do not specifically exclude
                                         Acts of Terrorism, as defined in the Terrorism Risk Insurance Act of 2002, as amended
                                         by the Terrorism Risk Insurance Program Reauthorization Act of 2007 (collectively, the
                                         “TRIA”), from coverage, or if such coverage is excluded, it is covered
                                         by a separate terrorism insurance policy. With respect to each other Purchased Asset,
                                         the related special-form all-risk insurance policy and business interruption policy (issued
                                         by an insurer meeting the Insurance Rating Requirements) does not specifically exclude
                                         Acts of Terrorism, as defined in 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 equity holder, (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 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)	Intentionally
                                         Omitted.



 


		(34)	Ground
                                         Leases. For purposes of this Exhibit III, 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 applicable to Seller
                                         (or to Seller’s Knowledge, the originator) 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 120 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 120 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. As of the Purchase Date, 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 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 and until the Purchase Date, 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.
                                         To Seller’s Knowledge, 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 Sponsors and guarantor regarding such Controlling Owner’s, Major Sponsors’ 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 Sponsors 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 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, as of the Purchase Date (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, as of the
                                         Purchase Date (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 was, to Seller’s Knowledge, true and correct in
                                         all material respects as of the Purchased 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
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 buyer 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 through and including the maturity date of the Eligible Asset, including any extended maturity date, whether
or not the option for such extended maturity date is actually exercised, as well as historical operating statements for the immediately
preceding twelve (12) months, 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


 


FS
CREIT FINANCE GS-1 LLC

201 Rouse Boulevard

Philadelphia, PA 19112

Attention: Chief Financial Officer





		Re:	Uncommitted
                                         Master Repurchase and Securities Contract Agreement, dated as of January 26, 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 FS CREIT FINANCE GS-1 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:
	$__________
	Accrued Price Differential
    from [    ] to [    ]:	$__________
	 	 
	TOTAL WIRE DUE:	$__________


 


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-1


     


    

 





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




 



    X-2


     


    

 


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 January 26,
2018 (the “Master Repurchase and Securities Contract Agreement”), by and between GOLDMAN SACHS BANK
USA, a New York state-chartered bank, as Buyer, and FS CREIT FINANCE GS-1 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-3


     


    

 


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 January 26,
2018 (the “Master Repurchase and Securities Contract Agreement”), by and between GOLDMAN SACHS BANK
USA, a New York state-chartered bank, as Buyer, and FS CREIT FINANCE GS-1 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-4


     


    

 


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 January 26,
2018 (the “Master Repurchase and Securities Agreement”), by and between GOLDMAN SACHS BANK USA, a New
York state-chartered bank, as Buyer, and FS CREIT FINANCE GS-1 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-5


     


    

 


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 January 26,
2018 (the “Master Repurchase and Securities Contract Agreement”), by and between GOLDMAN SACHS BANK
USA, a New York state-chartered bank, as Buyer, and FS CREIT FINANCE GS-1 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-6


     


    

 


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 January 26, 2018 by and between GOLDMAN SACHS BANK USA, a New York state-chartered bank (“Buyer”),
and FS CREIT FINANCE GS-1 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 all of its covenants and other agreements in all material
                                         respects, 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
                                         Potential Event of 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 are 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 as to the extent disclosed in a Requested Exceptions Report.



 


		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 Mortgage Asset 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 except
                                         as 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 all of its covenants and other agreements in all material respects, 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 Potential Event of 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[ ].


 


	FS
CREIT FINANCE GS-1 LLC,


a
Delaware limited liability company

	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 





	




FS
CREDIT REAL ESTATE INCOME TRUST, INC.,


a
Maryland corporation

	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 





 



    


     


    

 


EXHIBIT
X


 


UCC
FILING JURISDICTIONS


 


Delaware


 



    


     


    

 


EXHIBIT
XI


 


Form
of Servicer Notice


 


[DATE]


 

[SERVICER]

[ADDRESS]

Attention: ___________


 


		Re:	Uncommitted
                                         Master Repurchase and Securities Contract Agreement, dated as of January 26, 2018 by
                                         and between GOLDMAN SACHS BANK USA, a New York state-chartered bank (“Buyer”),
                                         FS CREIT FINANCE GS-1 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 [___________]
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:


 


	FS
                    CREIT FINANCE GS-1 LLC,


a
Delaware limited liability company

	 
	 	 	 
	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 January 26, 2018 by
                                         and between GOLDMAN SACHS BANK USA, a New York state-chartered bank (“Buyer”)
                                         and FS CREIT FINANCE GS-1 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,
	 	 	 
	 	FS CREIT FINANCE GS-1 LLC, a Delaware limited liability company
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 






    


     


    

 


Schedule
A



[List of Purchased Asset Documents]


 






    


     


    




 


EXHIBIT
XIII


 


Reserved


 






    


     


    

 


EXHIBIT
XIV


FORM
OF CUSTODIAL DELIVERY CERTIFICATE


 


On
this ______ of ________, 201__, FS CREIT FINANCE GS-1 LLC, a Delaware limited liability
company (“Seller”) under that certain Uncommitted Master Repurchase and Securities Contract Agreement, dated
as of January 26, 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 January 26, 2018 (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, the 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.


 





	 	FS CREIT FINANCE GS-1 LLC, a Delaware limited liability company
	 	 	 
	 	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 January 26, 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 FS CREIT FINANCE GS-1 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 1 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 the Custodian at
[ _____________ ], by insured overnight courier for receipt by the 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 attorney’s fees, that may be imposed on,
                                         incurred by, or asserted against it or them in any way relating to or arising out of
                                         this Bailee 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 willful
                                         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,
	 	 	 
	 	FS CREIT FINANCE GS-1 LLC, a Delaware limited liability company, 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[_], FS CREIT FINANCE GS-1 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 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.


 





	 	FS CREIT FINANCE GS-1 LLC, a Delaware limited liability company
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 



  






     -2-


     


    

 


Exhibit
A to Attachment 1



PURCHASED ASSET SCHEDULE


 






     -3-


     


    

 


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 FS CREIT FINANCE GS-1 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]


 






     -4-


     


    

 


EXHIBIT
XVI


 


Reserved


 



     -5-


     


    

 





EXHIBIT
XVII





 


Reserved


 



     -6-


     


    




 


EXHIBIT
XVIII


 


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:


 


		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 waivers, 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 amount (“Future
Funding Amount”) or (2) notify Seller in writing (which may take the form of electronic mail format) that Buyer
has approved the proposed Future Funding Amount. 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.




 



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