EX-10.1



 Exhibit 10.1 

UNCOMMITTED MASTER REPURCHASE AGREEMENT 

Dated as of February 5, 2014 

between 
 CMC LOAN FUNDING A, LLC,

 as Seller, 
 and 

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, 

as Buyer 







 TABLE OF CONTENTS 
  

					
	 	  	Page	 
	 ARTICLE 1. APPLICABILITY
	  	 	1	  
		
	 ARTICLE 2. DEFINITIONS
	  	 	1	  
		
	 ARTICLE 3. INITIATION; CONFIRMATION; TERMINATION; FEES; EXTENSION OF MATURITY DATE; EXTENSION OF REPURCHASE DATE
	  	 	24	  
		
	 ARTICLE 4. MARGIN MAINTENANCE
	  	 	39	  
		
	 ARTICLE 5. INCOME PAYMENTS AND PRINCIPAL PROCEEDS
	  	 	40	  
		
	 ARTICLE 6. SECURITY INTEREST
	  	 	43	  
		
	 ARTICLE 7. PAYMENT, TRANSFER AND CUSTODY
	  	 	45	  
		
	 ARTICLE 8. SALE, TRANSFER, HYPOTHECATION OR PLEDGE OF PURCHASED ASSETS
	  	 	48	  
		
	 ARTICLE 9. REPRESENTATIONS AND WARRANTIES
	  	 	48	  
		
	 ARTICLE 10. NEGATIVE COVENANTS OF SELLER
	  	 	59	  
		
	 ARTICLE 11. AFFIRMATIVE COVENANTS OF SELLER
	  	 	60	  
		
	 ARTICLE 12. EVENTS OF DEFAULT; REMEDIES
	  	 	71	  
		
	 ARTICLE 13. SINGLE AGREEMENT
	  	 	77	  
		
	 ARTICLE 14. RECORDING OF COMMUNICATIONS
	  	 	78	  
		
	 ARTICLE 15. NOTICES AND OTHER COMMUNICATIONS
	  	 	78	  
		
	 ARTICLE 16. ENTIRE AGREEMENT; SEVERABILITY
	  	 	78	  
		
	 ARTICLE 17. NON-ASSIGNABILITY
	  	 	79	  


  
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	 ARTICLE 18. GOVERNING LAW
	  	 	80	  
		
	 ARTICLE 19. NO WAIVERS, ETC.
	  	 	80	  
		
	 ARTICLE 20. USE OF EMPLOYEE PLAN ASSETS
	  	 	81	  
		
	 ARTICLE 21. INTENT
	  	 	81	  
		
	 ARTICLE 22. DISCLOSURE RELATING TO CERTAIN FEDERAL PROTECTIONS
	  	 	83	  
		
	 ARTICLE 23. CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL
	  	 	83	  
		
	 ARTICLE 24. NO RELIANCE
	  	 	84	  
		
	 ARTICLE 25. INDEMNITY
	  	 	85	  
		
	 ARTICLE 26. DUE DILIGENCE
	  	 	85	  
		
	 ARTICLE 27. SERVICING
	  	 	86	  
		
	 ARTICLE 28. MISCELLANEOUS
	  	 	87	  


  
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 ANNEXES, SCHEDULES AND EXHIBITS 
  

			
	ANNEX I	  	Names and Addresses for Communications between Parties
		
	EXHIBIT I	  	Form of Confirmation
		
	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 Custodial Delivery Certificate
		
	EXHIBIT V	  	Form of Power of Attorney
		
	EXHIBIT VI	  	Representations and Warranties Regarding Individual Purchased Assets
		
	EXHIBIT VII	  	Asset Information
		
	EXHIBIT VIII	  	Advance Procedures
		
	EXHIBIT IX	  	Form of Bailee Letter
		
	EXHIBIT X	  	Form of Margin Deficit Notice
		
	EXHIBIT XI	  	UCC Filing Jurisdictions
		
	EXHIBIT XII	  	Form of Servicer Notice
		
	EXHIBIT XIII	  	Form of Release Letter
		
	EXHIBIT XIV	  	Covenant Compliance Certificate
		
	EXHIBIT XV	  	Form of Re-direction Letter
		
	EXHIBIT XVI	  	Forms of Tax Compliance Certificates
		
	EXHIBIT XVII	  	Form of Cash Management Account Bank Notice
		
	EXHIBIT XVIII	  	Form of Lockbox Account Bank Notice


  
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 UNCOMMITTED MASTER REPURCHASE AGREEMENT 

MASTER REPURCHASE AGREEMENT, dated as of February 5, 2014 by and between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking
association organized under the laws of the United States (“Buyer”) and CMC LOAN FUNDING A, LLC, a Delaware limited liability company (“Seller”). 

ARTICLE 1. 

APPLICABILITY 
 From time
to time the parties hereto may enter into transactions in which Seller and Buyer agree to the transfer from Seller to Buyer of all of its rights, title and interest to 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 to purchase or effect the transfer of any Eligible Asset from Seller to Buyer. 
 ARTICLE 2. 

DEFINITIONS 

“A-Note” shall mean the original promissory note, if any, that was executed and delivered in connection with the senior
position of a Senior Mortgage Loan. 
 “Accelerated Repurchase Date” shall have the meaning specified in Article
12(b)(i) of this Agreement. 
 “Acceptable Attorney” means an attorney-at-law that has delivered at Seller’s request a Bailee Letter, with the exception of an attorney that Buyer has notified Seller is not satisfactory to Buyer. 

“Accepted Servicing Practices” shall mean with respect to any applicable Purchased Asset, those mortgage loan, participation
interest or mezzanine loan servicing practices of prudent mortgage lending institutions that service mortgage loans, participation interests and/or mezzanine loans of the same type as such Purchased Asset in the state 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, commencing, or authorizing the commencement of any case or proceeding under any bankruptcy, insolvency, reorganization, 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 instigated by or on behalf of or with
the consent of Seller, is not dismissed or stayed within ninety (90) days; (ii) the seeking or consenting to the appointment of a receiver, trustee, custodian or similar official for such Person or any substantial part of the property of
such Person; (iii) the appointment of a receiver, conservator, or manager for such Person by any governmental agency or authority having the jurisdiction to do so; (iv) the making of a general assignment for the benefit of creditors;
(v) the admission by such Person of its inability to pay its debts or discharge its obligations as they become due or mature; or (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. 
 “Advance Rate” shall mean, with respect to each Transaction and
any Pricing Rate Period, 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, unless otherwise agreed to by Buyer and Seller pursuant to Article
4(d) of this Agreement. 
 “Affiliate” shall mean, when used with respect to any specified Person, (i) any other
Person directly or indirectly Controlling, Controlled by, or under common Control with, such Person, or (ii) any “affiliate” of such Person, as such term is defined in the Bankruptcy Code. 

“Affiliated Hedge Counterparty” shall mean JPMorgan Chase Bank, National Association, or any Affiliate thereof, in its
capacity as a party to any Hedging Transaction with Seller. 
 “Agreement” shall mean this Master Repurchase Agreement,
dated as of February 5, 2014 by and between Seller and Buyer, as such agreement may be modified or supplemented from time to time. 

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

“Alternative Rate Transaction” shall mean, with respect to any Pricing Rate Period, any Transaction with respect to which the
Pricing Rate for such Pricing Rate Period is determined with reference to the Alternative Rate. 
 “Annual Reporting
Package” shall mean the reporting package described on Exhibit III-C. 
 “Anti-Money Laundering Laws” shall
have the meaning specified in Article 9(b)(xxxiii) of this Agreement. 

  
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 “Applicable Spread” shall mean, with respect to a Transaction involving a
Purchased Asset: 
 (i) so long as no Event of Default shall have occurred and be continuing, with respect to each Purchased
Asset (other than a Credit Event Loan or a Mezzanine Loan) the incremental per annum rate (expressed as a number of “basis points”, each basis point being equivalent to 1/100 of 1%) specified in Schedule I attached to
the Fee Letter as being the “Applicable Spread” for such Purchased Asset for the applicable Buyer’s Margin LTV (as determined by Buyer in its sole discretion) shown in Schedule I attached to the Fee Letter, or, with
respect to each Credit Event Loan and Mezzanine Loan, the rate agreed upon between Seller and Buyer in the Fee Letter and set forth in the related Confirmation, and 

(ii) after the occurrence and during the continuance of an Event of Default, the applicable incremental per annum rate
described in clause (i) of this definition, plus 400 basis points (4.0%). 
 “Approved Bank” shall mean any commercial
bank that (i) is organized under the laws of the United States, any state thereof or the District of Columbia or is the principal banking subsidiary of a bank holding company organized under the laws of the United States, any state thereof or
the District of Columbia, and is a member of the Federal Reserve System, (ii) issues (or the parent of which issues) commercial paper rated at least P-1 (or the then equivalent grade) by Moody’s or at least “A-1” (or the then
equivalent grade by S&P, and (iii) has combined capital and surplus of at least $500,000,000. 
 “Asset
Information” shall mean, with respect to each Purchased Asset, the information set forth in Exhibit VII attached hereto. 

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

“Assignee” shall have the meaning set forth in Section 17(a) hereof. 

“Bailee Letter” shall mean a letter from an Acceptable Attorney or from a Title Company, or another Person acceptable to
Buyer in its sole and absolute discretion, in the form attached to this Agreement as Exhibit IX, 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 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 by not later than the third (3rd) Business Day following the Purchase Date for the related Purchased Asset. 

“Bankruptcy Code” shall mean the United States Bankruptcy Code of 1978, as amended from time to time. 

“Breakage Costs” shall have the meaning assigned thereto in Article 3(l). 

  
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 “Business Day” shall mean any day other than (i) a Saturday or Sunday,
(ii) a day on which the New York Stock Exchange or the Federal Reserve Bank of New York is authorized or obligated by law or executive order to be closed and (iii) a day on which banks in the State of New York, Pennsylvania,
Kansas or Minnesota are authorized or obligated by law or executive order to be closed or, with respect to a “London Business Day” for the determination of LIBOR, any day other than a day on which banks in London, England are authorized or
obligated by law or executive order to be closed. 
 “Buyer” shall mean JPMorgan Chase Bank, National Association, or any
permitted successor or assign. 
 “Buyer Compliance Policy” shall mean any corporate policy of Buyer or of any corporate
entity controlling Buyer related to the compliance by Buyer or such corporate entity or any of Buyer’s or by any such corporate entity’s Affiliates with any Requirement of Law and/or any request or directive by any Governmental Authority
(whether or not having the force of law) and/or any proposed law, rule or regulation, including without limitation any policy of Buyer or any such corporation to comply with rules in proposed form or otherwise not yet in effect or to adhere to
standards or other requirements in excess of those that would be required by any Requirement of Law. 
 “Buyer Funding
Costs” shall mean the actual funding costs of Buyer or of any corporate entity controlling Buyer associated with any one or more of the Transactions or otherwise with Buyer’s obligations under the Transaction Documents. 

“Buyer’s Margin Amount” shall mean with respect to any Transaction and any Purchased Asset on any date, the product of
the Advance Rate multiplied by the lesser of (a) Market Value of such Purchased Asset as of such date of determination and (b) the Market Value of such Purchased Asset as of the applicable Purchase Date. 

“Buyer’s Margin LTV” shall mean, with respect to any Purchased Asset, the applicable sample maximum percentage as
attached to the Fee Letter as Schedule I, represented as the product of the Advance Rate multiplied by the LTV of such Purchased Asset. 

“Capital Stock” shall mean any and all shares, interests, participations or other equivalents (however designated) of capital
stock of a corporation, any and all equivalent equity ownership interests in a Person which is not a corporation, including, without limitation, any and all 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. 

  
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 “Cash Equivalents” shall mean (i) direct obligations of the United States
Government, including, without limitation, treasury bills, notes and bonds, (ii) interest bearing or discounted obligations of Federal agencies and Government sponsored entities, or pools of such instruments offered by Approved Banks and
dealers, including without limitation, Federal Home Loan Mortgage Corporation participation sale certificates, Government National Mortgage Association modified pass-through certificates, Federal National Mortgage Association bonds and notes, and
Federal Farm Credit System securities, (iii) time deposits, Domestic and Eurodollar certificates of deposit, bankers’ acceptances, commercial paper rated at least A-1 by S&P and P-1 by Moody’s and/or guaranteed by a Person with an
Aa1 rating by Moody’s, an AA- rating by S&P or better rated credit, floating rate notes, other money market instruments and letters of credit each issued by Approved Banks (provided that the same shall cease to be a “Cash
Equivalent” if at any time any such bank shall cease to be an Approved Bank), (iv) obligations of domestic corporations, including, without limitation, commercial paper, bonds, debentures and loan participations, each of which is rated at
least AA- by S&P and/or Aa1 by Moody’s and/or guaranteed by a Person with an Aa1 rating by Moody’s and/or an AA- rating by S&P or better rated credit, (v) obligations issued by states and local governments or their agencies,
rated at least MIG-1 by Moody’s and/or SP-1 by S&P and/or guaranteed by an irrevocable letter of credit of an Approved Bank (provided that the same shall cease to a “Cash Equivalent” if at any time any such bank shall cease to be
an Approved Bank), and (vi) repurchase agreements with major banks and primary government security dealers fully secured by the U.S. Government or agency collateral equal to or exceeding the principal amount on a daily basis and held in
safekeeping. 
 “Cash Management Account” shall mean, with respect to each Purchased Asset, the deposit account related to
such Purchased Asset into which the related Lockbox Account Bank remits funds on deposit in the related Lockbox Account. 
 “Cash
Management Account Agreement” shall mean, with respect to each Cash Management Account, the agreement pursuant to which the related Cash Management Account Bank administers such Cash Management Account. 

“Cash Management Account Bank” shall mean, with respect to each Purchased Asset, the bank administering the Cash Management
Account related to such Purchased Asset. 
 “Cash Management Account Bank Notice” shall mean, with respect to each
Purchased Asset, a notice in the form of Exhibit XVII hereto. 
 “Change of Control” shall mean, with respect to any
Person, if either (a) any “person” or “group” (within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange 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 Capital Stock of
such Person entitled to vote generally in the election of directors, members or partners of 35% or more (other than with respect to Seller, entities wholly-owned by Guarantor, provided that Seller delivers a document similar in form and substance to
the Pledge and Security Agreement evidencing a pledge to Buyer of Seller’s Capital Stock by any such entity and opinions of counsel reasonably acceptable to Buyer with respect to enforceability and security interests) or (b) Guarantor
shall cease to own and Control, of record and beneficially, directly or indirectly 100% of each class of outstanding Capital Stock of Seller. 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. 

  
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 “Closing Date” shall mean February 5, 2014. 

“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
Remittance Date in the month preceding the month in which such Remittance Date occurs and continuing to and including the calendar day immediately preceding the following Remittance Date. 

“Concentration Limit” shall mean the maximum portion of the aggregate Purchase Price for all Purchased Assets on each
Business Day that may relate to Purchased Assets that are either Junior Mortgage Loans or Mezzanine Loans, which maximum portion shall be twenty-five percent (25%) of such then-current aggregate Purchase Price for all Purchased Assets. For the
avoidance of doubt, this Concentration Limit shall apply to Junior Mortgage Loans along with Mezzanine Loans in the aggregate. 

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

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or
that are franchise Taxes or branch profits Taxes. 
 “Control” shall mean the possession, direct or indirect, of the power
to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise and “Control,” “Controlling” and “Controlled” shall have meanings
correlative thereto. 
 “Covenant Compliance Certificate” shall mean a properly completed and executed Covenant Compliance
Certificate in form and substance identical to the certificate attached hereto as Exhibit XIV. 
 “Credit Event”
shall mean any material adverse change with respect to a Purchased Asset, as determined by Buyer in its sole discretion (relative to Buyer’s initial underwriting or the most recent determination of Market Value of such Purchased Asset, if
applicable), based on any of the following factors (individually or in the aggregate): (i) the performance, condition or value of the related Underlying Mortgaged Property, (ii) the performance or financial condition of the related
Mortgagor (including sponsors) or other obligor in relation to its obligations under a Purchased Asset, (iii) a breach of any representation or warranty related to Seller or such Purchased Asset, or (iv) such Purchased Asset ceases to be
an Eligible Asset. 
 “Credit Event Loan” shall mean any Eligible Asset that Seller requests be so designated in the
related Confirmation, and which in Buyer’s determination in its sole discretion satisfies on the Purchase Date the maximum Buyer’s Margin LTV requirements set forth in Schedule 1 attached to the Fee Letter. 

  
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 “Custodial Agreement” shall mean the Custodial Agreement, dated as of the date
hereof, by and among the Custodian, Seller and Buyer. 
 “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 IV.

 “Custodian” shall mean Wells Fargo Bank, National Association, or any successor Custodian appointed by Buyer, with the
prior written consent of Seller, not to be unreasonably withheld, conditioned or delayed. 
 “Default” shall mean any event
which, with the giving of notice, the passage of time, or both, would constitute an Event of Default. 
 “Defaulted Mortgage
Asset” shall mean any asset (a) that is thirty (30) days or more delinquent in the payment of principal, interest, fees or other amounts payable under the terms of the related loan documents or other asset documentation or, with
respect to a Participation Interest, the Underlying Mortgage Loan is thirty (30) days or more delinquent in the payment of principal, interest, fees or other amounts payable under the terms of the related loan documents or other asset
documentation, (b) for which there is a material breach of the applicable representations and warranties set forth on Exhibit VI hereto, (c) as to which an Act of Insolvency shall have occurred with respect to the related
Mortgagor, (d) as to which a non-monetary event of default shall have occurred under any document included in the Purchased Asset File for such Purchased Asset, including, without limitation, with respect to any Participation Interest, any
document related to the Underlying Mortgage Loan, or (e) with respect to which there has been an extension, amendment, waiver, termination, rescission, cancellation, release or other modification to the terms of, or any collateral, guaranty or
indemnity for, or the exercise of any material right or remedy of a holder (including all lending, corporate and voting rights, remedies, consents, approvals and waivers) of any related loan or participation document that has an adverse effect on
the interest in such asset, as determined by Buyer in its sole discretion and with respect to which Buyer has not expressly and specifically consented thereto in writing. 

“Depository” shall mean PNC Bank, National Association, or any successor Depository appointed by Buyer with the prior written
consent of Seller, not to be unreasonably withheld, conditioned or delayed. 
 “Depository Account” shall mean a segregated
interest bearing account, in the name of Buyer, established at Depository pursuant to this Agreement, and which is subject to the Depository Agreement. 

“Depository Agreement” shall mean that certain Depository Agreement, dated as of the date hereof, among Buyer, Seller and
Depository. 

  
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 “Draft Appraisal” shall mean a short form appraisal, “letter opinion of
value,” or any other form of draft appraisal acceptable to Buyer. 
 “Due Diligence Package” shall have the meaning
specified in Exhibit VIII to this Agreement. 
 “Early Repurchase” shall mean a repurchase of a Purchased Asset as
described in Article 3(e) of this Agreement. 
 “Early Repurchase Date” shall have the meaning specified in
Article 3(e) of this Agreement. 
 “Eligible Assets” shall mean any of the following types of assets or loans
originated by Seller (1) that are acceptable to Buyer in its sole and absolute discretion; provided, that such determination of acceptability only being applicable prior to the Purchase Date for the related Purchased Asset, but shall not
be a factor at any time after the Purchase Date for such Purchased Asset and the initial Transaction, (2) on each day, with respect to which the representations and warranties set forth in this Agreement (including the exhibits hereto) are true
and correct in all material respects except to the extent disclosed in a Requested Exceptions Report approved by Buyer, and (3) that are secured directly or indirectly by properties that are multi-family,
mixed use, industrial, office building or hospitality or such other types of commercial properties that Buyer may agree to in its sole discretion, and are properties located in the United States of America, its territories or possessions (or
elsewhere, in the sole discretion of Buyer): 
 (i) Senior Mortgage Loans; 

(ii) Junior Mortgage Loans; 

(iii) Participation Interests; 

(iv) Mezzanine Loans; and 

(v) any other asset 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 and absolute discretion. 

Notwithstanding anything to the contrary contained in this Agreement, the following shall not be Eligible Assets for purposes of this
Agreement: (i) non-performing loans; (ii) loans that are Defaulted Mortgage Assets; (iii) construction loans or land loans, (iv) Mezzanine Loans, Junior Mortgage Loans or Participations in
Junior Mortgage Loans secured by hotels with a last-dollar loan-to-value ratio (as determined by Buyer in its sole discretion) in excess of seventy percent (70%), (v) any Asset, where payment of the Purchase Price with respect thereto would
cause the aggregate of all Purchase Prices to exceed the Maximum Facility Amount; (vi) a Purchased Asset that violates, or an Asset that, upon becoming a Purchased Asset would violate, the Concentration Limit; (vii) loans for which the
applicable appraisal was not prepared in accordance with the requirements of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended; (viii) Junior Mortgage Loans, Mezzanine Loans or


  
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Participation Interests in Junior Mortgage Loans at any time that there are not at least three (3) Purchased Assets currently subject to Transactions that are Senior Mortgage Loans or
Participation Interests in Senior Mortgage Loans, and (ix) assets secured directly or indirectly by loans described in the preceding clauses (i) through (viii). 

“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. 

“Environmental Site Assessment” shall have the meaning specified in Exhibit VI. 

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

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

“Event of Default” shall have the meaning specified in Article 12 of this Agreement. 

“Exchange Act” shall have the meaning specified in the definition of “Change of Control”. 

“Excluded Taxes” means 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 or for the account of Buyer or Transferee: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, Taxes imposed on or measured by net worth (however denominated) 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 the office from which it books the Transactions 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 with respect to an interest under this Agreement
pursuant to a law in effect on the date on which (i) such Buyer or Transferee acquires such 

  
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interest hereunder (other than pursuant to an assignment request by Seller under Article 3(v)) or (ii) Buyer or Transferee changes the office from which it books the
Transactions, except in each case to the extent that, pursuant to Article 3(o) or Article 3(r), amounts with respect to such Taxes were payable either to Buyer or Transferee’s assignor immediately before such Buyer or
Transferee acquired an interest hereunder or to such Buyer or Transferee immediately before it changed the office from which it books the Transactions, (c) Taxes attributable to Buyer’s or such Transferee’s failure to comply with
Article 3(s) and Article 21(g) and (d) any U.S. federal withholding Taxes imposed under FATCA. 

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

“Extension Period” shall have the meaning specified in Article 3(m)(i) of this Agreement. 

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor
version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, and any agreements entered into with a Governmental Authority pursuant thereto
(including pursuant to Section 1471(b)(1) of the Code). 
 “Federal Funds Rate” shall mean, for any day, the weighted
average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, 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 for the day of such transactions received by Buyer from three (3) federal funds brokers of recognized standing selected by it. 

“Fee Letter” the Fee and Pricing Letter between Seller and Buyer dated as of February 5, 2014. 

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

“Final Maturity Date” shall have the meaning specified in the definition of “Maturity Date”. 

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

“Foreign Buyer” shall mean a Transferee that is not a U.S. Person. 

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

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

  
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 “Guarantee Agreement” shall mean the Guarantee Agreement, dated as of the date
hereof, from Guarantor in favor of Buyer, in form and substance acceptable to Buyer. 
 “Guarantor” shall mean Colony
Financial, Inc., a Maryland corporation. 
 “Hedge-Required Asset” shall mean any Eligible Asset that is a fixed rate
Eligible Asset. 
 “Hedging Transactions” shall mean, with respect to any or all of the Purchased Assets, any short sale of
U.S. Treasury Securities or mortgage-related securities, futures contract (including Eurodollar futures) or options contract or any interest rate swap, cap or collar agreement or similar arrangements providing
for protection against fluctuations in interest rates or the exchange of nominal interest obligations, entered into by any Affiliated Hedge Counterparty or Qualified Hedge Counterparty with Seller, either generally or under specific contingencies
that is required by Buyer, or otherwise pursuant to this Agreement, to hedge the financing of a Hedge-Required Asset, or that Seller has elected to pledge or transfer to Buyer pursuant to this Agreement. 

“Income” shall mean, with respect to any Purchased Asset at any time, (a) any collections or receipts of principal,
interest, dividends, receipts or other distributions or collections or any other amounts related to such Purchased Asset, (b) all net sale proceeds received by Seller or any Affiliate of Seller in connection with a sale or liquidation of such
Purchased Asset and (c) all payments actually received by Buyer on account of Hedging Transactions. 
 “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) 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. Notwithstanding the 

  
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foregoing, bona fide securitizations that fall into this category solely as a result of the application of FAS 166 and/or FAS 167, but with respect to which a legal isolation opinion was
delivered in connection with the transfer of the assets with respect to such bona fide securitization, shall not be considered Indebtedness of any Person. 

“Indemnified Amounts” shall have the meaning specified in Article 25 of this Agreement. 

“Indemnified Parties” shall have the meaning specified in Article 25 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 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 any of its 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 bankruptcy remote 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 any of its equityholders or Affiliates (other than a nationally recognized company that routinely provides professional independent directors or managers and other corporate
services to Seller or any of its 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 
 (d) a Person that
Controls or is under common Control with (whether directly, indirectly or otherwise) any of (a), (b) or (c) above. 

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

“Investment Company Act” shall mean the Investment Company Act of 1940, as amended. 

“Junior Mortgage Loan” shall mean a performing mortgage loan evidenced by one or more junior promissory notes in a stabilized
or transitional commercial, multifamily fixed or floating rate mortgage loan evidenced by a promissory note, in each case secured by first liens on multi-family commercial properties. 

“LIBOR” shall mean, with respect to each Pricing Rate Period, the rate determined by Buyer to be (i) the per annum rate
for deposits in U.S. dollars for a period equal to the applicable Pricing Rate Period that appears on the Reuters Screen LIBOR01 Page (or any successor thereto) as the London Interbank Offering Rate as of 11:00 a.m., London time, on the day that is
two (2) London Business Days prior to that respective Pricing Rate Determination Date (rounded upwards, if necessary, to the nearest 1/1000 of 1%); (ii) if such rate does not appear on said Reuters Screen LIBOR01 Page, the arithmetic mean
(rounded as aforesaid) of the offered quotations of rates obtained by Buyer from the Reference Banks for deposits in U.S. dollars for a period equal to the applicable Pricing Rate Period to prime banks in the London Interbank market as of
approximately 11:00 a.m., London time, on the day that is two (2) London Business Days prior to that Pricing Rate Determination Date and in an amount that is representative for a single transaction in the relevant market at the relevant time;
or (iii) if fewer than two (2) Reference Banks provide Buyer with such quotations, the rate per annum which Buyer determines to be the arithmetic mean (rounded as aforesaid) of the offered quotations of rates which major banks in New York,
New York selected by Buyer are quoting at approximately 11:00 a.m., New York City time, on the Pricing Rate Determination Date for loans in U.S. dollars to leading European banks for a period equal to the applicable Pricing Rate Period in amounts of
not less than U.S. $1,000,000.00. Buyer’s determination of LIBOR shall be binding and conclusive on Seller absent manifest error. LIBOR may or may not be the lowest rate based upon the market for U.S. Dollar deposits in the London
Interbank Eurodollar Market at which Buyer prices loans on the date which LIBOR is determined by Buyer as set forth above. 

“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. 

  
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 “Lockbox Account” shall mean, with respect to each Purchased Asset, the deposit
account related to such Purchased Asset into which all funds relating to such Purchased Asset are deposited by the related Mortgagor or the tenants of the related Underlying Mortgaged Property. 

“Lockbox Account Agreement” shall mean, with respect to each Lockbox Account, the agreement pursuant to which the related
Lockbox Account Bank administers such Lockbox Account. 
 “Lockbox Account Bank” shall mean, with respect to each Purchased
Asset, the bank administering the Lockbox Account related to such Purchased Asset. 
 “Lockbox Account Bank Notice” shall
mean, with respect to each Purchased Asset, a notice in the form of Exhibit XVIII hereto. 
 “London Business Day”
shall mean any day other than (a) a Saturday, (b) a Sunday or (c) any other day on which commercial banks in London, England are not open for business. 

“LTV” shall mean, with respect to any Purchased Asset, the loan-to-value ratio for such Purchased Asset, as determined by
Buyer in its sole discretion. 
 “Margin Deadline” shall have the meaning specified in Article 4(a). 

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

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

“Market Disruption Event” shall mean either (a) any event or events shall have occurred in the determination of Buyer
resulting in the effective absence of a “repo market” or related “lending market” for purchasing (subject to repurchase) or financing debt obligations secured by commercial mortgage loans, mezzanine loans or securities or an
event or events shall have occurred resulting in Buyer not being able to finance Eligible Assets through the “repo market” or “lending market” with traditional counterparties at rates which would have been reasonable prior to the
occurrence of such event or events, or (b) any event or events shall have occurred resulting in the effective absence of a “securities market” for securities backed by Eligible Assets, including, but not limited to the
“CMBS/CDO/CLO market”, or an event or events shall have occurred resulting in Buyer not being able to sell securities backed by Eligible Assets at prices which would have been reasonable prior to such event or events, in each case as
determined by Buyer. 
 “Market Value” shall mean, with respect to any Purchased Asset as of any relevant date, the market
value for such Purchased Asset on such date as determined by Buyer in its sole discretion in good faith. The Market Value shall be deemed to be zero with respect to each Purchased Asset (i) in respect of which there is a material breach of a
representation and warranty set forth in Exhibit VI of this Agreement, (ii) subject to Article 7(e), in respect of which the complete Purchased Asset File has not been delivered to the Custodian in accordance with


  
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the terms of the Custodial Agreement, (iii) that has been released from the possession of the Custodian under the Custodial Agreement to Seller for a period in excess of ten
(10) calendar days, (iv) upon the occurrence of any Act of Insolvency with respect to any co-participant or any other Person having an interest in such Purchased Asset or any related Underlying Mortgaged Property that is senior to, or
pari passu with, in right of payment or priority the rights of Buyer in such Purchased Asset, (v) any Purchased Asset has become a specially serviced loan as defined in the applicable servicing agreement, or (vi) that is determined
by Buyer not to be an Eligible Asset. 
 The Market Value of each Purchased Asset may be determined by Buyer, in its sole good faith
discretion, on each Business Day during the term of this Agreement. 
 “Material Action” shall mean, as to any Person, to
file any insolvency, or reorganization case or proceeding, to institute proceedings to have such Person be adjudicated bankrupt or insolvent, to institute proceedings under any applicable insolvency law, to seek any relief under any law relating to
relief from debts or the protection of debtors, to consent to the filing or institution of bankruptcy or insolvency proceedings against such Person, to file a petition seeking, or consent to, reorganization or relief with respect to such Person
under any applicable federal or state law relating to bankruptcy or insolvency, to see or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian, or any similar official of or for such Person or a
substantial part of its property, to make any assignment for the benefit of creditors of such Person, to admit in writing such Person’s inability to pay its debts generally as they become due (unless such admission is true), or to take action
in furtherance of any of the foregoing. 
 “Material Adverse Effect” shall mean a material adverse effect on (a) the
property, business, operations, financial condition or prospects of Seller or Guarantor, (b) the ability of Seller or Guarantor to timely perform its obligations under any of the Transaction Documents, (c) the validity or enforceability of
any of the Transaction Documents, (d) the rights and remedies of Buyer under any of the Transaction Documents, (e) the timely payment of any amounts payable under the Transaction Documents, or (f) the Market Value, rating (if
applicable) or liquidity of any Purchased Asset or all of the Purchased Assets in the aggregate. 
 “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. 

“Maturity Date” shall mean February 4, 2016 or the immediately succeeding Business Day, if such day shall not be a
Business Day, or such later date as may be in effect pursuant to Article 3(m) hereof. For the sake of clarity, the Maturity Date shall not be any date beyond three (3) years from the Closing Date (the “Final Maturity
Date”). 
 “Maturity Date Extension Conditions” shall have the meaning set forth in Article 3(m)(i).

 “Maximum Facility Amount” shall mean $150,000,000. 

  
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 “Mezzanine Loan” shall mean a performing loan evidenced by a note and primarily
secured by pledges of all the equity interests in entities that own, directly or indirectly, multifamily or commercial properties that serve as collateral for Senior Mortgage Loans. 

“Mezzanine Note” shall mean the original promissory note that was executed and delivered in connection with a particular
Mezzanine Loan. 
 “Minimum Transfer Amount” shall mean, with respect to Seller, $500,000; provided, however,
that if a Default or an Event of Default has occurred and is continuing hereunder, the Minimum Transfer Amount shall be U.S. $0. 

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

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

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

“Mortgage Note” shall mean a note or other evidence of indebtedness of a Mortgagor secured by a Mortgage, including any
Senior Mortgage Loan or Junior Mortgage Loan that is a Purchased Asset. 
 “Mortgagor” shall mean the obligor on a Mortgage
Note and the grantor of the related Mortgage, or the obligor on a Mezzanine Note or Participation Interest. 
 “Multiemployer
Plan” shall mean a multiemployer plan defined as such in Article 3(37) of ERISA to which contributions have been, or were required to have been, made by Seller or any ERISA Affiliate and that is covered by Title IV of ERISA. 

“New Asset” shall mean an Eligible Asset that Seller proposes to be included as a Purchased Item. 

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

“Originated Asset” shall mean any Eligible Asset originated by Seller. 

“Other Connection Taxes” shall mean 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 or any Transaction Document). 

  
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 “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 imposed with respect to an assignment, transfer or sale of participation or other interest in or with respect to the Transaction Documents (other than an assignment made pursuant to
Article 3(v) hereof), and (ii) for the avoidance of doubt, any Excluded Taxes. 
 “Parent” shall mean
Colony Mortgage Sub A, LLC, a Delaware limited liability company. 
 “Participation Certificate” shall mean the original
participation certificate, if any, that was executed and delivered in connection with a Participation Interest. 
 “Participation
Interest” shall mean a performing senior or pari passu participation interest in a performing Senior Mortgage Loan or Junior Mortgage Loan, in each case evidenced by a Participation Certificate. 

“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 benefit or other plan established or maintained by Seller or any ERISA Affiliate during the
five year period ended prior to the date of this Agreement or to which Seller or any ERISA Affiliate makes, is obligated to make or has, within the five year period ended prior to the date of this Agreement, been required to make contributions and
that is covered by Title IV of ERISA or Article 302 of ERISA or Article 412 of the Code, other than a Multiemployer Plan. 
 “Plan
Party” shall have the meaning set forth in Article 20(a) of this Agreement. 
 “Pledge and Security
Agreement” shall mean that certain Pledge and Security Agreement, dated as of the date hereof, by Parent in favor of Buyer, as the same may be amended, restated, supplemented, replaced or otherwise modified from time to time, pledging all
of Seller’s Capital Stock to Buyer. 
 “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)(iv) hereof. 

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

“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 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


  
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Purchase Date for such Purchased Asset and ending on (but excluding) the date of determination (reduced by any amount of such Price Differential previously paid by Seller to Buyer with respect to
such Purchased Asset). 
 “Pricing Rate” shall mean, for any Pricing Rate Period and any Purchased Asset, an annual rate
equal to the sum of (i) LIBOR and (ii) the relevant Applicable Spread with respect to such Purchased Asset, in each case, for the applicable Pricing Rate Period for the related Purchased Asset. The Pricing Rate shall be subject to
adjustment and/or conversion as provided in the Transaction Documents or the related Confirmation. 
 “Pricing Rate Determination
Date” shall mean with respect to any Pricing Rate Period with respect to any Transaction, the second (2nd) London Business Day preceding the first day of such Pricing Rate Period. 

“Pricing Rate Period” shall mean, with respect to any Transaction, Remittance Date or Repurchase Date (a) in the case of
the first Pricing Rate Period with respect to any Transaction, the period commencing on and including the Purchase Date for such Transaction and ending on and excluding the following Remittance Date, and (b) in the case of any subsequent
Pricing Rate Period, 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. 
 “Principal Proceeds” shall mean, with respect to
any Purchased Asset, any scheduled or unscheduled payment or prepayment of principal (including net sale proceeds) received by the Depository or allocated as principal in respect of any such Purchased Asset. 

“Prohibited Investor” shall mean (1) a person or entity whose name appears on the list of Specially Designated Nationals
and Blocked Persons by the U.S. Department of the Treasury Office of Foreign Assets Control (“OFAC”), (2) any foreign shell bank, and (3) any person or entity resident in or whose subscription funds are transferred from or
through an account in a jurisdiction that has been designated as a non-cooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization, such as the Financial Action Task Force on Money
Laundering (“FATF”), of which the U.S. is a member and with which designation the U.S. representative to the group or organization continues to concur. See http://www.fatf-gati.org for FATF’s list of
Non-Cooperative Countries and Territories. 
 “Prohibited Person” shall have the meaning set forth in
Article 9(b)(xxxi). 
 “Prohibited Transferee” shall have the meaning specified in the Fee Letter. 

“Properties” shall have the meaning set forth in Article 9(b)(xxix)(a). 

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

  
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 “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, as adjusted after the Purchase Date as set forth below. The Purchase Price as of the Purchase Date for any Purchased Asset shall be an amount (expressed in
dollars) equal to the product obtained by multiplying (i) the Market Value of such Purchased Asset as of the Purchase Date (or the par amount of such Purchased Asset, if lower than Market Value) by (ii) the Advance Rate for such Purchased
Asset, as determined by Buyer in its sole and absolute discretion and as set forth on the related Confirmation. The Purchase Price of any Purchased Asset shall be (x) increased by any additional amounts disbursed by Buyer to Seller or to the
related Mortgagor on behalf of Seller or otherwise with respect to such Purchased Asset and (y) decreased by (A) the portion of any Principal Proceeds on such Purchased Asset that are applied pursuant to Article 5 hereof to
reduce such Purchase Price and (B) any other amounts paid to Buyer by Seller specifically to reduce such Purchase Price and that are applied pursuant to Article 5 hereof to reduce such Purchase Price. 

“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 comprising the Purchased Asset File
for such Purchased Asset. 
 “Purchased Asset File” shall mean the documents specified as the “Purchased Asset
File” in Article 7(b), together with any additional documents and information required to be delivered to Buyer or its designee (including the Custodian) pursuant to this Agreement; provided that to the extent that Buyer waives,
including pursuant to Article 7(c), receipt of any document in connection with the purchase of an Eligible Asset (but not if Buyer merely agrees to accept delivery of such document after the Purchase Date), such document shall not be a
required component of the Purchased Asset File until such time as Buyer determines in good faith that such document is necessary or appropriate for the servicing of the applicable Purchased Asset. 

“Purchased Asset Re-direction Event” shall have the meaning specified in Article 5(b). 

“Purchased Asset Schedule” shall mean a schedule of Purchased Assets attached to each Trust Receipt and Custodial Delivery
Certificate containing information substantially similar to the Asset Information. 
 “Purchased Items” shall have the
meaning specified in Article 6(a) of this Agreement. 
 “Qualified Hedge Counterparty” shall mean, with respect to
any Hedging Transaction, any entity, other than an Affiliated Hedge Counterparty, that (a) qualifies as an “eligible contract participant” as such term is defined in the Commodity Exchange Act (as amended by the Commodity Futures
Modernization Act of 2000), (b) the long-term unsecured debt of which is rated no less than “A” by S&P (and its equivalent by Moody’s) and (c) is reasonably acceptable to Buyer; provided, that with respect to
clause (c), if Buyer has approved an entity as a counterparty, it may not thereafter deem such counterparty unacceptable with respect to any previously outstanding Transaction unless clause (a) or clause (b) no longer applies with respect
to such counterparty. 

  
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 “Quarterly Reporting Package” shall mean the reporting package described on
Exhibit III-B. 
 “Rating Agency” shall mean any of Fitch, Moody’s, S&P, DBRS, Inc. and Kroll Bond
Rating Agency Inc. 
 “Re-direction Letter” shall mean a letter in the form of
Exhibit XV hereto. 
 “Reference Banks” shall mean banks each of which shall (i) be a leading bank engaged in
transactions in Eurodollar deposits in the international Eurocurrency market and (ii) have an established place of business in London. Initially, the Reference Banks shall be JPMorgan Chase Bank, National Association, Barclays Bank, Plc and
Deutsche Bank AG. If any such Reference Bank should be unwilling or unable to act as such or if Buyer shall terminate the appointment of any such Reference Bank or if any of the Reference Banks should be removed from the Reuters Monitor Money Rates
Service or in any other way fail to meet the qualifications of a Reference Bank, Buyer, in its sole discretion exercised in good faith, may designate alternative banks meeting the criteria specified in clauses (i) and (ii) above. 

“Register” shall have the meaning assigned in Article 17(c). 

“Release Letter” shall mean a letter substantially in the form of Exhibit XIII hereto (or such other form as may be
acceptable to Buyer). 
 “REMIC” shall mean a real estate mortgage investment conduit, within the meaning of
Section 860D(a) of the Code. 
 “Remittance Date” shall mean the fifteenth (15th) calendar day of each 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. 

“REOC” shall mean a Real Estate Operating Company within the meaning of Regulation
Section 2510.3-101(e) of the Plan Asset Regulations. 
 “Repurchase Date”
shall mean, with respect to a Purchased Asset, the earliest to occur of (i) three hundred sixty-four (364) days from the Purchase Date applicable to such Transaction, or if the Repurchase Date for such Transaction is extended pursuant to
Article 3(x), the date to which it is extended; (ii) any Early Repurchase Date for such Transaction; (iii) the date set forth in the applicable Confirmation; (iv) the Accelerated Repurchase Date; (v) the Maturity Date
and (vi) the date that is two (2) Business Days prior to the maturity date of such Purchased Asset (subject to extension, if applicable, in accordance with the related Purchased Asset Documents); provided, that, solely with respect to
clause (vi), the settlement with respect to such Repurchase Date and Purchased Asset may occur two (2) Business Days later. 

“Repurchase Date Extension Conditions” shall have the meaning set forth in Article 3(x). 

  
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 “Repurchase Obligations” shall have the meaning assigned 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 (i) the outstanding Purchase Price of
such Purchased Asset (as increased by any other additional funds advanced by Buyer in connection with 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 as of such date; (iv) if such Repurchase Date is not a Remittance Date, except as otherwise expressly set forth in this Agreement, any Breakage Costs payable in connection with
such repurchase other than with respect to the determination of a Margin Deficit; (v) any amounts that would be payable to (a positive amount) a Qualified Hedge Counterparty under any related Hedging Transaction, if such Hedging Transaction
were terminated on the date of determination, if such determination is in connection with any calculation of Margin Deficit; and (vi) any amounts that would be payable to (a positive amount) an Affiliated Hedge Counterparty under any related
Hedging Transaction, if such Hedging Transaction were terminated on the date of determination, if such determination is in connection with any calculation of Margin Deficit (and not in connection with an actual repurchase of a Purchased Asset). In
addition to the foregoing, the Repurchase Price shall be decreased by (A) the portion of any Principal Proceeds on such Purchased Asset that is applied pursuant to Article 5 hereof to reduce such Repurchase Price for such Purchased
Asset and (B) any other amounts paid to Buyer by or on behalf of Seller to reduce such Repurchase Price for such Purchased Asset. 

“Requested Exceptions Report” shall have the meaning assigned thereto in Article 3(b)(iv)(E). 

“Requirement of Law” shall mean any law, treaty, rule, regulation, code, directive, policy, order or requirement or
determination of an arbitrator or a court or other Governmental Authority whether now or hereafter enacted or in effect. 
 “Reserve
Requirement” shall mean, with respect to any Pricing Rate Period, the aggregate (without duplication) of the rates (expressed as a decimal fraction) of reserve requirements in effect during such Pricing Rate Period (including, without
limitation, basic, supplemental, marginal and emergency reserves under any regulations of the Board of Governors of the Federal Reserve System or other Governmental Authority having jurisdiction with respect thereto) dealing with reserve
requirements prescribed for Eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of such Board of Governors) maintained by Buyer. 

“Responsible Officer” shall mean any executive officer of Seller. 

“S&P” shall mean Standard and Poor’s Ratings Services, a Standard and Poor’s Financial Services LLC business.


  
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 “Sanctions Laws and Regulations” shall mean any sanctions, prohibitions or
requirements imposed by any executive order or by any sanctions program administered by OFAC. 
 “Secondary Market
Transaction” shall have the meaning set forth in Article 28(a). 
 “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 Loan” shall mean a performing senior commercial or multifamily fixed or floating rate mortgage loan or A-Note related to a performing senior commercial or multifamily fixed or floating rate mortgage loan, in each case secured by a first lien on multifamily or commercial properties. 

“Senior Tranche” shall have the meaning set forth in Article 28(a). 

“Servicer” shall mean Midland Loan Services, Inc., or any other servicer approved by Buyer in its sole and absolute
discretion. 
 “Servicer Notice” shall mean the agreement between Buyer, Seller and Servicer, substantially in the form of
Exhibit XII hereto, as amended, supplemented or otherwise modified from time to time. 
 “Servicing Agreement” shall
mean the Servicing Agreement between Seller, Buyer and Servicer dated as of February 5, 2014, or any successor agreement thereto approved by Buyer in its sole discretion. 

“Servicing Records” shall have the meaning specified in Article 27(b). 

“Servicing Rights” shall mean rights of any Person, to administer, service or subservice, the Purchased Assets or to possess
related Servicing Records. 
 “Servicing Tape” shall have the meaning specified in Exhibit III-A hereto. 

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

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

  
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 “Survey” shall mean a certified ALTA/ACSM (or applicable state standards for the
state in which the collateral is located) survey of the underlying real estate directly or indirectly securing or supporting such Purchased Asset prepared by a registered independent surveyor or engineer and in form and content satisfactory to Buyer
and the company issuing the Title Policy for such Property. 
 “Taxes” shall mean all present or future taxes, levies,
imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto. 

“Title Company” shall mean a nationally-recognized title insurance company acceptable
to Buyer. 
 “Title Policy” shall have the meaning specified in Exhibit VI. 

“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, the Servicing Agreement, the Depository Agreement, the Pledge and Security Agreement, all Hedging Transactions and all Confirmations and assignment documentation executed pursuant to this
Agreement in connection with specific Transactions. 
 “Transferee” shall have the meaning set forth in
Article 17(a) hereof. 
 “Trust Receipt” shall mean a trust receipt issued by Custodian to Buyer confirming the
Custodian’s possession of certain Purchased Asset Files that are the property of and held by Custodian for the benefit of Buyer (or any other holder of such trust receipt) or a bailment arrangement with an Acceptable Attorney or such other
counsel or other third party acceptable to Buyer in its sole discretion. 
 “UCC” shall have the meaning specified in
Article 6(c) of this Agreement. 
 “Underlying Mortgage Loan” shall mean, with respect to any Participation Interest
or Mezzanine Loan, a mortgage loan made in respect of the related Underlying Mortgaged Property. 
 “Underlying Mortgaged
Property” shall mean, in the case of: 
 (a) a Senior Mortgage Loan, the Mortgaged Property securing such Senior Mortgage Loan; 

(b) a Junior Mortgage Loan, the Mortgaged Property securing such Junior Mortgage Loan; 

(c) a Mezzanine Loan, the Mortgaged Property that is owned by the Person the equity of which is pledged as collateral security for such
Mezzanine Loan; and 
 (d) a Participation Interest, the Mortgaged Property securing the Underlying Mortgage Loan in which such Participation
Interest represents a participation, as applicable. 

  
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 “Underwriting Issues” shall mean, with respect to any Purchased Asset as to
which Seller intends to request a Transaction, all material information that has come to Seller’s attention that, based on the making of reasonable inquiries and the exercise of reasonable care and diligence under the circumstances, would be
considered a materially “negative” factor (either separately or in the aggregate with other information), or a 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. 
 “U.S.
Person” means a “United States person” within the meaning of Section 7701(a)(30) of the Code. 
 “U.S. Tax
Compliance Certificate” shall have the meaning assigned to such term in Article 3(s)(ii)(B)(3). 

“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”. 
 ARTICLE 3. 

INITIATION; CONFIRMATION; TERMINATION; FEES; EXTENSION OF 

MATURITY DATE; EXTENSION OF REPURCHASE DATE 

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 shall have received from Seller all of the following items, each of which shall be satisfactory in form and substance to Buyer and its counsel: 

(a) The following documents, delivered to Buyer: 

(i) this Agreement, duly completed and executed by each of the parties hereto (including all exhibits hereto); 

(ii) a Custodial Agreement, duly executed and delivered by each of the parties thereto; 

(iii) a Depository Agreement, duly completed and executed by each of the parties thereto; 

(iv) a Guarantee Agreement, duly completed and executed by each of the parties thereto; 

  
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 (v) a Pledge and Security Agreement, duly completed and executed by each of the
parties thereto; 
 (vi) the Servicing Agreement, duly completed and executed by each of the parties thereto; 

(vii) any and all consents and waivers applicable to Seller or to the Purchased Assets; 

(viii) UCC financing statements for filing in each of the UCC filing jurisdictions described on Exhibit XI hereto,
(x) in the case of the Seller, naming Seller as “Debtor” and Buyer as “Secured Party” and adequately describing as “Collateral” all of the items set forth in the definition of Purchased Items in this 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 such that the lien created in favor of Buyer is a
perfected, first priority security interest senior to the claim of any other creditor of Seller and (y) in the case of Parent, naming Parent as “Debtor” and Buyer as “Secured Party” and adequately describing as
“Collateral” all of the items set forth in the definition of “Pledged Collateral” under the Pledge and Security Agreement; 

(ix) any documents relating to any Hedging Transactions; 

(x) opinions of outside counsel to Seller reasonably acceptable to Buyer (including, but not limited to, those relating to
bankruptcy safe harbor, enforceability, corporate matters, applicability of the Investment Company Act to Seller, Parent and Guarantor, and security interests); 

(xi) good standing certificates and certified copies of the charters and by-laws (or equivalent documents) of Seller, Parent
and Guarantor and of all corporate or other authority for Seller, Parent and Guarantor with respect to the execution, delivery and performance of the Transaction Documents and each other document to be delivered by Seller, Parent 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); 

(xii) with respect to any Eligible Asset to be purchased hereunder on the related Purchase Date that is serviced by any
servicer other than Servicer (or is serviced pursuant to any servicing agreement other than the Servicing Agreement), Seller shall have provided to Buyer a copy of the related servicing agreement, certified as a true, correct and complete copy of
the original, together with a Servicer Notice, fully executed by Seller and such servicer; 
 (xiii) 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 outside 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; 

  
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 (xiv) Buyer shall have received payment from Seller, as consideration for
Buyer’s agreement to enter into this Agreement, the initial Structuring Fee installment, such amount to be paid to Buyer in U.S. Dollars on or prior to the Purchase Date related to the initial Transaction, in immediately available funds,
without deduction, set-off or counterclaim; and 
 (xv) all such other and further documents, documentation and legal
opinions as Buyer in its discretion shall reasonably require. 
 (b) Buyer’s agreement to enter into each Transaction (including the
initial Transaction) is 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) 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; 
 (ii) no
Market Disruption Event has occurred and is continuing, no Margin Deficit exists, and no Default or Event of Default has occurred and is continuing under this Agreement or any other Transaction Document; 

(iii) Seller shall give Buyer no less than one (1) Business Days prior written notice of each Transaction (including the
initial Transaction), together with a signed, written confirmation in the form of Exhibit I attached hereto prior to each Transaction (a “Confirmation”). Each Confirmation shall describe the Purchased Assets, shall identify
Buyer and Seller and shall be executed by both Buyer and Seller (provided that, in instances where funds are being wired to an account other than account number 557592966 at JPMorgan Chase Bank, National Association, account name
“CMC Loan Funding A, LLC”, ABA# 021000021, the Confirmation shall be signed by a Responsible Officer of Seller); provided, however, that Buyer shall not be liable to Seller if it inadvertently acts on a Confirmation that has
not been signed by a Responsible Officer of Seller, and shall set forth (among other things): 
 (A) the Purchase Date for
the Purchased Assets included in the Transaction; 
 (B) the Purchase Price for the Purchased Assets included in the
Transaction; 
 (C) the Repurchase Date for the Purchased Assets included in the Transaction; 

(D) the Advance Rate for the Purchased Assets included in the Transaction; 

(E) the Applicable Spread; 

  
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 (F) any additional terms or conditions not inconsistent with this Agreement; and

 (G) whether any Purchased Asset included in the Transaction is a Credit Event Loan; 

(iv) Buyer shall have the right to review, as described in Exhibit VIII 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. On the Purchase Date for the Transaction, which shall be not less than one (1) Business Day
following the final approval of an Eligible Asset by Buyer in accordance with Exhibit VIII hereto, the Eligible Assets shall be transferred to Buyer or the Custodian on Buyer’s behalf against the transfer of the Purchase Price to an
account of Seller. Buyer shall inform Seller of its determination with respect to any such proposed Transaction solely in accordance with Exhibit VIII attached hereto. 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 (iii) above, on or before the scheduled date of the underlying proposed Transaction. Prior to the approval of each proposed Transaction by Buyer: 

(A) Buyer shall have (i) determined, in its sole and absolute discretion, that the asset proposed to be sold to Buyer by
Seller in such Transaction is an Eligible Asset, (ii) determined conformity to the terms of the Transaction Documents and Buyer’s internal credit and underwriting criteria, and (iii) obtained internal credit approval, to be granted or
denied in Buyer’s sole and absolute 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; 

(B) Buyer shall have fully completed all external legal due diligence; 

(C) Buyer shall have determined the Pricing Rate applicable to the Transaction (including the Applicable Spread); 

(D) no Default, or Event of Default shall have occurred or Market Disruption Event shall have occurred and be continuing under
this Agreement or any other Transaction Document and no event shall have occurred that has, or would reasonably be expected to have, a Material Adverse Effect; 

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

  
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 (F) Buyer shall have waived in writing all exceptions in the Requested Exceptions
Report; 
 (G) 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 VI and Article 9 shall be true, correct and complete on and as of such Purchase Date in all respects with the same force and effect as if made on
and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date; 

(H) subject to Buyer’s right to perform one or more due diligence reviews pursuant to Article 26, 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 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; 

(I) with respect to any Eligible Loan to be purchased hereunder on the related Purchase Date that is not serviced by Servicer
or an Affiliate thereof, Seller shall have provided to Buyer a copy of the related servicing agreement, certified as a true, correct and complete copy of the original, together with a Servicer Notice, fully executed by Seller and the servicer named
in the related servicing agreement; 
 (J) Seller, regardless of whether this Agreement is executed, shall have paid to Buyer
all legal fees and expenses and the reasonable costs and expenses 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; 

(K) Buyer shall have determined, in its sole and absolute discretion, that no Margin Deficit shall exist, either immediately
prior to or after giving effect to the requested Transaction; 
 (L) Buyer shall have received on each Purchase Date either a
Bailee Letter from an Acceptable Attorney or an Asset Schedule and Exception Report (as defined in the Custodial Agreement) from Custodian 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; 
 (M) Buyer
shall have received from Seller a Release Letter covering each Eligible Asset to be sold to Buyer; 

  
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 (N) 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 applicable to Buyer has not made it unlawful, and no Governmental Authority shall have asserted that it is unlawful, for Buyer to enter into
Transactions; 
 (O) the Repurchase Date for such Transaction is not later than the Maturity Date; 

(P) 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; 

(Q) with respect to any Eligible Asset to be purchased hereunder, if such Eligible Asset was acquired by Seller, Seller shall
have disclosed to Buyer the acquisition cost of such Eligible Asset (including therein reasonable supporting documentation required by Buyer, if any); 

(R) Buyer shall have received all such other and further documents, documentation and legal opinions (including, without
limitation, opinions regarding the perfection of Buyer’s security interests) as Buyer in its reasonable discretion shall reasonably require; 

(S) Buyer shall have received a copy of any documents relating to any Hedging Transaction, and Seller shall have pledged and
assigned to Buyer, pursuant to Article 6 hereunder, all of Seller’s rights under each Hedging Transaction included within a Purchased Asset, if any; 

(T) no “Termination Event”, “Event of Default”, “Potential Event of Default” or any similar event
by Seller, however defined therein, shall have occurred and be continuing under any Hedging Transaction; 
 (U) the
counterparty to Seller in any Hedging Transaction shall be an Affiliated Hedge Counterparty or a Qualified Hedge Counterparty, and, in the case of a Qualified Hedge Counterparty, in the event that such counterparty no longer qualifies as a Qualified
Hedge Counterparty, then, at the election of Buyer, Seller shall ensure that such counterparty posts additional collateral in an amount satisfactory to Buyer under all its Hedging Transactions with Seller, or Seller shall immediately terminate the
Hedging Transactions with such counterparty and enter into new Hedging Transactions with a Qualified Hedge Counterparty; and 

(V) in the case of a Credit Event Loan, Seller shall have designated such Asset as a Credit Event Loan in the related
Confirmation, and Buyer shall have approved the proposed Eligible Asset and status as a Credit Event Loan and confirmed the Advance Rate; and 

  
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 (v) Seller shall have delivered to Buyer a Cash Management Account Bank Notice
and a Lockbox Account Bank Notice, in substantially the form attached hereto as Exhibits XVII and XVIII, respectively (in each case, adapted as necessary to conform to the applicable provisions of the related Lockbox Account Agreement or Cash
Management Account Agreement, as applicable), and signed by Seller, Buyer and the related lender and countersigned by the related Cash Management Account Bank and Lockbox Account Bank, respectively; and 

(vi) Seller shall have delivered to Custodian an executed Re-direction Letter signed in blank by Seller and delivered to the
Custodian on behalf of Buyer, in form and substance satisfactory to Buyer, which letter shall be in a form suitable for delivery to the related Mortgagor, issuer of a Participation Interest, servicer, trustee and/or paying agent. 

(c) Upon the satisfaction of all conditions set forth in Articles 3(a) and (b), 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
and absolute discretion, and notify Seller of such rate for such period each such Pricing Rate Determination Date. 
 (d) 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, other than with respect to the Advance
Rate or the applicable Price Differential set forth in the related Confirmation, this Agreement shall prevail. 
 (e) 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”); provided, however, that: 

(i) Seller notifies Buyer in writing of its intent to terminate such Transaction and repurchase such Purchased Asset, setting
forth the Early Repurchase Date and identifying with particularity the Purchased Asset to be repurchased on such Early Repurchase Date, no later than five (5) Business Days prior to such Early Repurchase Date, 

(ii) on such Early Repurchase Date, Seller pays to Buyer an amount equal to the sum of (x) the Repurchase Price for the
Purchased Assets, and (y) any other amounts payable under this Agreement (including, without limitation, Article 3(g) of this Agreement) with respect to the Purchased Assets against transfer to Seller or its agent of the Purchased Assets
and any related Hedging Transactions, and 

  
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 (iii) on such Early Repurchase Date, in addition to the amounts set forth in
clause (ii) above, Seller pays to Buyer, on account of all other Purchased Assets then subject to Transactions, an amount sufficient to reduce the Purchase Price for each such Purchased Asset to an amount equal to the Buyer’s Margin
Amount for each such Purchased Asset. 
 (f) 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. In the event that a Purchased Asset is repurchased as of the date set forth in clause (vi) of the definition of Repurchase Date, the
settlement of the payment of the Repurchase Price and other amounts due in connection with the repurchase of such Purchased Asset pursuant to this Section 3(f) shall occur no later than two (2) Business Days after such Repurchase
Date. For the avoidance of doubt, until such settlement occurs and such amounts are paid, all rights of Buyer with respect to the applicable Purchased Asset, including all liens and security interests granted in favor of Buyer in connection
therewith, shall continue in full force and effect. 
 (g) If prior to the first day of any Pricing Rate Period with respect to any
Transaction (i) Buyer shall have determined in the exercise of its reasonable business judgment (which determination shall be conclusive and binding upon Seller) that, by reason of circumstances affecting the relevant market, adequate and
reasonable means do not exist for ascertaining LIBOR for such Pricing Rate Period, or (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, Buyer shall give written notice thereof to Seller as soon as practicable thereafter. If such notice is given, the Pricing Rate with respect to such Transaction for such
Pricing Rate Period, and for any subsequent Pricing Rate Periods until such notice has been withdrawn by Buyer, shall be a per annum rate equal to the Federal Funds Rate plus the Applicable Spread (the “Alternative Rate”). 

(h) Notwithstanding any other provision herein, if the adoption of or any change in any Requirement of Law or Buyer Compliance Policy or in the
interpretation of any such Requirement of Law or Buyer Compliance Policy, the application thereof or the compliance therewith, in each case whether by a Governmental Authority, by Buyer or by any corporation controlling Buyer, 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 and to continue Transactions as such shall forthwith be canceled, and
(b) if such adoption or change makes it unlawful to maintain Transactions with a Pricing Rate based on LIBOR, the Transactions then outstanding shall be converted automatically to Alternative Rate Transactions on the last day of the then
current Pricing Rate Period or within such earlier period as may be required by law. If any such conversion of a Transaction occurs on a day 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 3(l) of this Agreement. 

  
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 (i) Upon demand by Buyer, Seller shall indemnify Buyer and hold Buyer harmless from any loss,
cost or expense (including, without limitation, reasonable attorneys’ fees and disbursements) that Buyer may sustain or incur as a consequence of (i) default by Seller repurchasing any Purchased Asset after Seller has given a notice in
accordance with Article 3(e) of an Early Repurchase, (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 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 and shall be prima facie evidence of the information set forth therein. 

(j) If the adoption of or any change in any Requirement of Law or Buyer Compliance Policy or in the interpretation of any such Requirement of
Law or Buyer Compliance Policy, the application thereof or the compliance therewith, or the compliance by Buyer with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority having
jurisdiction over Buyer, in each case whether by a Governmental Authority, by Buyer or by any corporation controlling Buyer: 

(i) shall subject Buyer 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 on 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, 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. Such notification as to the calculation of any additional amounts payable pursuant to this Article 3(j) 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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 (k) If Buyer shall have determined that the adoption of or any change in any Requirement of Law
or Buyer Compliance Policy made subsequent to the date hereof regarding capital adequacy or otherwise affecting the Buyer Funding Costs, or in the interpretation of any such Requirement of Law or Buyer Compliance Policy, the application thereof or
the compliance therewith, in each case whether by a Governmental Authority, by Buyer or by any corporation controlling Buyer (including, without limitation, any request or directive regarding capital adequacy or otherwise affecting the Buyer Funding
Costs (whether or not having the force of law) from any Governmental Authority or any Buyer Compliance Policy related to such request or directive), does or shall have the effect of reducing the rate of return on Buyer’s or such
corporation’s capital as a consequence of any one or more of the Transactions or otherwise as a consequence of its obligations under the Transaction Documents to a level below that which Buyer or such corporation could have achieved, but for
such adoption, change, interpretation, application or compliance, by an amount that Buyer deems, in the exercise of its reasonable business judgment, to be material, then, from time to time, after submission by Buyer to Seller of a written request
therefor, Seller shall pay to Buyer such additional amount or amounts as will reimburse Buyer for the actual damages, losses, costs and expenses incurred by Buyer in connection with each such reduction; provided that Buyer has then-currently
made the same determination with respect to a similarly situated repurchase customer in a situation where Buyer has similar contractual rights. 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. 

(l) 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 losses, costs and/or expenses which Buyer sustains as a direct consequence thereof (“Breakage Costs”), in each case for the remainder of the applicable Pricing Rate Period. Buyer shall deliver to
Seller a statement setting forth the amount and basis of determination of any Breakage Costs in reasonable detail, it being agreed that such statement and the method of its calculation shall be conclusive and binding upon Seller absent manifest
error. This Article 3(l) shall survive termination of this Agreement and the repurchase of all Purchased Assets subject to Transactions hereunder. 

(m) (i) Notwithstanding the definition of Maturity Date herein, upon written request of Seller prior to the then current Maturity Date,
provided that all of the extension conditions listed in clause (ii) below (collectively, the “Maturity Date Extension Conditions”) shall have been satisfied, Seller may request an extension of the Maturity Date for a period of
up to three hundred sixty-four (364) additional days (the “Extension Period”) by giving notice to Buyer of such extension. Notwithstanding anything to the contrary in this Article 3(m)(i), in no event shall the Maturity
Date be extended for more than one (1) Extension Period and in no event shall the Final Maturity Date be after February 4, 2017. 

(ii) For purposes of this Article 3(m), the Maturity Date Extension Conditions shall be deemed to have been satisfied
if: 

  
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 (A) Buyer shall have received payment from Seller, as consideration for extension
of the then-current Maturity Date, of the Extension Fee, such amount to be paid to Buyer in U.S. Dollars, in immediately available funds, without deduction, set-off or counterclaim; 

(B) Seller shall have given Buyer written notice, not less than forty-five (45) days prior, and no more than one hundred
and eighty (180) days prior to the originally scheduled Maturity Date, of Seller’ desire to extend the Maturity Date; 

(C) no Material Adverse Effect, Margin Deficit, Default or Event of Default under this Agreement shall have occurred and be
continuing as of the date notice is given under subclause (ii) above or as of the originally scheduled Maturity Date and no “Termination Event,” “Event of Default” or “Potential Event of Default” or any similar
event by Seller, however denominated, shall have occurred and be continuing under any Hedging Transaction; and 
 (D) all
representations and warranties (except to the extent disclosed in a Requested Exceptions Report accepted by Buyer) shall be true, correct, complete and accurate in all respects (or, in the case of a representation and warranty contained in
Exhibit VI, in all material respects) as of the existing Maturity Date. 
 (iii) Notwithstanding any extension to the
Maturity Date as described in this Article 3, an extension of the Maturity Date shall not extend any particular Transaction’s Repurchase Date unless the Repurchase Date for such a Transaction is specifically extended by agreement of
Buyer and Seller in accordance with Article 3(x), and Buyer and Seller execute a new Confirmation containing the same pricing terms as the original Confirmation and the extended Repurchase Date for the Transaction. 

(n) [Intentionally Omitted]; 
 (o)
Any and all payments by or on account of any obligation of Seller under this Agreement or any other Transaction Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as
determined in the good faith discretion of an applicable withholding agent) requires the deduction or withholding of any Tax from any such payment by a withholding agent, then the applicable withholding agent 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 3) the applicable Buyer or Transferee receives an amount equal to the sum it would
have received had no such deduction or withholding been made. 
 (p) Seller shall timely pay (i) any Other Taxes imposed on Seller to
the relevant Governmental Authority in accordance with Applicable Law, and (ii) any Other Taxes imposed on the Buyer or Transferee upon written notice from such Person setting forth in reasonable detail the calculation of such Other Taxes. 


  
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 (q) As soon as practicable after any payment of Taxes by Seller to a Governmental Authority
pursuant to Article 3(p) or Article 3(r), Seller shall deliver to Buyer or Transferee, as applicable, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the
return reporting such payment or other evidence of such payment reasonably satisfactory to Buyer or Transferee, as applicable. 
 (r) Seller
shall indemnify Buyer and each Transferee, within ten (10) 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
Article 3(p) or this Article 3(r)) payable or paid by Buyer or such Transferee or required to be withheld or deducted from a payment to such Person 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. 
 (s) (i) 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 3(s)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in Buyer 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. 

(ii) 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
Transferee acquires an interest under any Transaction Document (and from time to time thereafter as required by law upon the reasonable request of Seller), executed originals of IRS Form W-9 certifying
that Buyer and such Transferee 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: 

  
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 (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 any Transaction Document, executed originals of IRS Form W-8BEN 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 any Transaction Document, IRS Form W-8BEN
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 originals of IRS Form W-8ECI; 

(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 XVI-1 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 originals of IRS Form W-8BEN; or 
 (4) to the extent a Foreign Buyer is not
the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a
U.S. Tax Compliance Certificate substantially in the form of Exhibit XVI-2 or Exhibit XVI-3, 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 XVI-4 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
originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to
permit Seller to determine the withholding or deduction required to be made; and 

  
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 (D) if a payment made to Buyer or Transferee under any Transaction Document would
be subject to U.S. federal withholding Tax imposed by FATCA if Buyer or Transferee were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable),
Buyer or such 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. 
 (iii) Buyer and each Transferee agrees that if any form or certification described in items (A), (B),
(C) or (D) above it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify Seller in writing of its legal inability to do so. 

(t) If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been
indemnified pursuant to this Article 3 (including by the payment of additional amounts pursuant to this Article 3), 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 3 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 clause (t) (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 clause (t), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this clause (t) 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 indemnification payments or additional amounts giving rise to such refund 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. 

(u) Each party’s obligations under this Article 3 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. 
 (v) If
any Buyer or Assignee requests compensation under Article 3 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 3(j), 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 

  
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restrictions contained in Article 17), all its interests, rights (other than its existing rights to payments pursuant to Articles 3(k) or (h)) 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 3(j) 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. 
 (w) If at any time
prior to the Maturity Date, a non-use fee or other similar charge is assessed against Buyer internally against the related cost center of the Buyer in connection with any proposed law, rule, regulation, request or directive by any governmental
agency or internal policy, Seller shall, monthly on demand from Buyer, provided that Buyer has then-currently made the same determination with respect to a similarly situated repurchase customer in a situation where Buyer has similar contractual
rights, reimburse Buyer for the exact amount of each such fee, as and when originally assessed, with each such assessment and payment to be in addition to the monthly Price Differential payments otherwise due in accordance with the applicable
provisions of this Agreement. 
 (x) If all of the extension conditions listed in clauses (i) through (iii) of this
Article 3(x) (collectively, the “Repurchase Date Extension Conditions”) shall have been satisfied, Seller may extend the Repurchase Date for a Transaction for a period of up to three hundred sixty-four (364) additional
days by giving notice to Buyer of such extension; provided that in no event shall the Repurchase Date for any Transaction be extended beyond the Final Maturity Date. For purposes of the preceding sentence, the Repurchase Date Extension
Conditions shall be deemed to have been satisfied if: 
 (i) Seller shall have given Buyer written notice, not less than
thirty (30) days prior but no more than ninety (90) days prior to the originally scheduled Repurchase Date, of Seller’s desire to extend the Repurchase Date; and if Seller fails to give such notice, Seller shall be deemed to have
elected not to extend the Repurchase Date; 
 (ii) no Margin Deficit shall exist, and no Default or Event of Default under
this Agreement shall have occurred and be continuing as of the date notice is given under clause (i) above or as of the originally scheduled Repurchase Date and no “Termination Event,” “Event of Default” or
“Potential Event of Default” or any similar event by Seller, however denominated, shall have occurred and be continuing under any Hedging Transaction required to be assigned hereunder; and 

(iii) all representations and warranties shall be true, correct, complete and accurate in all material respects as of the
then-scheduled Repurchase Date, except to the extent disclosed in a Requested Exceptions Report previously accepted by Buyer. 

  
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 (y) 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, but not terminating, a Transaction and without the 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 (A) all unpaid accrued Price Differential as of the applicable Business Day on the amount of such reduction and (B) any other amounts
due and payable by Seller under this Agreement and under any related Hedging Transactions with respect to such Purchased Asset, (ii) such transfer of cash to Buyer shall be in an amount no less than $1,000,000, and (iii) Seller shall
provide Buyer with three (3) Business Days prior notice with respect to a reduction in outstanding Purchase Price in an amount greater than $5,000,000 occurring on any date that is not a Remittance Date. In connection with any such reduction of
outstanding Purchase Price pursuant to this Section 3(y), Buyer and Seller shall execute and deliver to each other an updated Confirmation setting forth the new outstanding Purchase Price with respect to such Transaction. 

ARTICLE 4. 
 MARGIN
MAINTENANCE 
 (a) If at any time on any date the Buyer’s Margin Amount for any Purchased Asset as of such date is less than the
Repurchase Price for such Purchased Asset (a “Margin Deficit”) with respect to a Purchased Asset that is not a Credit Event Loan, then Buyer may by notice to Seller in the form of Exhibit X (a “Margin Deficit
Notice”) require Seller to, at Seller’s option, no later than two (2) Business Days following the receipt of a Margin Deficit Notice (the “Margin Deadline”) to the extent such Margin Deficit equals or exceeds the
Minimum Transfer Amount (taking into account all Margin Deficits in the aggregate for such date), subject to Article 4(d), (i) repurchase such Purchased Asset at its respective Repurchase Price, (ii) make a payment in reduction of
the Purchase Price of such Purchased Asset, or in lieu of a payment in reduction such Purchase Price, deliver Cash Equivalents, subject to Buyer’s reasonable satisfaction as additional posted collateral, or (iii) choose any combination of
the foregoing, such that, after giving effect to such transfers, repurchases and payments, Buyer’s Margin Amount for each Purchased Asset, considered individually, shall be equal to or greater than the related Repurchase Price for each such
Purchased Asset. In connection with the delivery of Cash Equivalents in accordance with clause (ii) above, Seller shall deliver to Buyer any additional documents (including, without limitation, to the extent not covered by any previously
delivered legal opinions, one or more opinions of counsel reasonably satisfactory to Buyer) and take any actions reasonably necessary in Buyer’s discretion for Buyer to have a first priority, perfected security interest in such Cash
Equivalents. 
 (b) If at any time on any date a Margin Deficit exists as of such date with respect to a Credit Event Loan and a Credit Event
has occurred and is continuing, then Buyer may by notice to Seller in the form of a Margin Deficit Notice require Seller to, at Seller’s option, no later than the applicable Margin Deadline to the extent such Margin Deficit equals or exceeds
the Minimum Transfer Amount (taking into account all Margin Deficits in the aggregate for such date), subject to Article 4(d), (i) repurchase such Purchased Asset at its respective Repurchase Price, (ii) make a payment in reduction
of the Purchase Price of such Purchased Asset, or in lieu of a payment in reduction such Purchase Price, deliver Cash Equivalents, 

  
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subject to Buyer’s reasonable satisfaction as additional posted collateral, or (iii) choose any combination of the foregoing, such that, after giving effect to such transfers,
repurchases and payments, Buyer’s Margin Amount for each Purchased Asset, considered individually, shall be equal to or greater than the related Repurchase Price for each such Purchased Asset. In connection with the delivery of Cash Equivalents
in accordance with clause (ii) above, Seller shall deliver to Buyer any additional documents (including, without limitation, to the extent not covered by any previously delivered legal opinions, one or more opinions of counsel reasonably
satisfactory to Buyer) and take any actions reasonably necessary in Buyer’s discretion for Buyer to have a first priority, perfected security interest in such Cash Equivalents. 

(c) 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. 
 (d) So long as no Event of Default has occurred and is
continuing, following the occurrence of a Margin Deficit with respect to any Purchased Asset, prior to delivering any Margin Deficit Notice, Buyer shall consider (without any obligation to agree), in lieu of a repurchase of such Purchased Asset at
its respective Repurchase Price, a payment in reduction of the Purchase Price of such Purchased Asset, or the delivery of Cash Equivalents, agreeing to amend the related Confirmation with respect to the Applicable Spread for such Purchased Asset
(and, correspondingly, the Advance Rate for such Purchased Asset) for the applicable higher Buyer’s Margin LTV shown in Schedule I to the Fee Letter, based upon the LTV of such Purchased Asset as of the date of the determination of
such Margin Deficit; provided that, for the avoidance of doubt, Buyer shall have no obligation to agree to, or to negotiate with respect to, any such amendment and may deliver any related Margin Deficit Notice in any case. 

ARTICLE 5. 
 INCOME
PAYMENTS AND PRINCIPAL PROCEEDS 
 (a) The Depository Account shall be established at the Depository and shall be subject to the
Depository Agreement concurrently with the execution and delivery of this Agreement by Seller and Buyer. Pursuant to the Depository Agreement Buyer shall have sole dominion and control (including “control” within the meaning of the UCC (as
defined in Article 6(c) below)) over the Depository Account. The Depository Account shall at all times be subject to the Depository Agreement. All Income or other amounts in respect of each Purchased Asset, as well as any interest
received from the reinvestment of such Income or other amounts on deposit in the related Lockbox Account shall be remitted by the related Lockbox Account Bank to the Cash Management Account and each of the Lockbox Account and the Lockbox Account
Agreement shall be subject to the related Lockbox Account Bank Notice. All such income or other amounts on deposit in the related Cash Management Account shall be remitted from time to time, as and when payable to the lender under the related Cash
Management Agreement, to the Depository Account and each of the Cash Management Account and the Cash Management Account Agreement shall be subject to the related Cash Management Account Bank Notice. The Depository shall then apply such Income in
accordance with the applicable provisions of Articles 5(c) through 5(e) of this Agreement. 

  
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 (b) If (i) any Purchased Asset has become a Defaulted Mortgage Asset or Buyer has determined
that a Credit Event has occurred, or (ii) a Default or Event of Default has occurred and is continuing (in respect of such Purchased Asset, each of (i) and (ii) above, a “Purchased Asset Re-direction Event”) Buyer
may, in its sole discretion, take possession of the related Re-direction Letter from the Custodian and deliver (or cause the Seller, Custodian or the Servicer to deliver) such Re-direction Letter to the applicable Mortgagor, Lockbox Account Bank,
Cash Management Account Bank, issuer of a Participation Interest, servicer or paying agent with respect to such Purchased Asset. In order to effect the foregoing, Seller hereby appoints Buyer as attorney-in-fact of Seller for the purpose of carrying out the provisions of this Article 5(b) and taking any action and executing or endorsing any instruments that Buyer may deem necessary or
advisable to accomplish the purposes hereof, which appointment as attorney-in-fact is irrevocable and coupled with an interest. 

(c) So long as no Event of Default with respect to any Purchased Asset shall have occurred and be continuing, all Income or other amounts
received by the Depository in respect of any Purchased Asset (other than Principal Proceeds) during each Collection Period shall be applied by the Depository on the related Remittance Date in the following order of priority: 

(i) first, (i) to the Custodian for payment of the document custodian fees payable to Custodian pursuant to the
Custodian Agreement, then (ii) to the Depository for payment of fees payable to the Depository in connection with the Depository Account and then (iii) to the Servicer for payment of the loan servicing fees payable monthly to the Servicer
pursuant plus the reasonable out-of-pocket costs and expenses, in each case, as required under the Servicing Agreement as in effect from time to time; 

(ii) second, pro rata, (A) to Buyer, an amount equal to the Price Differential that has accreted and is
outstanding as of such Remittance Date and (B) to any Affiliated Hedge Counterparty, any amount then due and payable to an Affiliated Hedge Counterparty under any Hedging Transaction related to a Purchased Asset; 

(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. 
 (d) So long as no Event of Default shall have occurred and be continuing, any Principal Proceeds shall be applied by the Depository
on the Business Day following the Business Day on which such funds are deposited in the Depository Account in the following order of priority: 

(i) first, pro rata, (A) to Buyer, until the Purchase Price for such Purchased Asset has been reduced to the
Buyer’s Margin Amount for such Purchased Asset as of the date of such payment (as determined by Buyer after giving effect to such Principal Proceeds and application of net sales proceeds, if applicable) and (B) solely with respect


  
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to any Hedging Transaction with an Affiliated Hedge Counterparty related to such Purchased Asset, to such Affiliated Hedge Counterparty an amount equal to any accrued and unpaid breakage costs or
termination payments under such Hedging Transaction related to such Purchased Asset; 
 (ii) second, to Buyer, an
amount equal to any other amounts due and owing to Buyer or its Affiliates under any Transaction Document (including any outstanding Margin Deficits); and 

(iii) third, to Seller, any remainder. 

(e) If an Event of Default shall have occurred and be continuing, all Income (including, without limitation, any Principal Proceeds or any
other amounts received, without regard to their source) or any other amounts received by the Depository in respect of a Purchased Asset shall be applied by the Depository on the Business Day next following the Business Day on which such funds are
deposited in the Depository Account in the following order of priority: 
 (i) first, (i) to the Custodian for
payment of the document custodian fees payable to Custodian pursuant to the Custodian Agreement, then (ii) to the Depository for payment of fees payable to the Depository in connection with the Depository Account and then (iii) to the
Servicer for payment of the loan servicing fees payable monthly to the Servicer pursuant plus the reasonable out-of-pocket costs and expenses, in each case, as required
under the Servicing Agreement as in effect from time to time; 
 (ii) second, pro rata, (A) to Buyer, an
amount equal to the Price Differential that has accreted and is outstanding in respect of all of the Purchased Assets as of such Business Day and (B) to any Affiliated Hedge Counterparty, any amounts then due and payable to an Affiliated Hedge
Counterparty under any Hedging Transaction related to such Purchased Asset; 
 (iii) third, to Buyer, on account of
the Repurchase Price of such Purchased Asset until the Repurchase Price for such Purchased Asset has been reduced to zero; 

(iv) fourth, to Buyer, on account of the Repurchase Price of all other Purchased Assets until the Repurchase Price for
all such other Purchased Assets has been reduced to zero; 
 (v) fifth, to Buyer, an amount equal to any other amounts
due and owing to Buyer or its Affiliates under any Transaction Document; and 
 (vi) sixth, to the Seller, any
remainder. 

  
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 ARTICLE 6. 

SECURITY INTEREST 
 (a)
Buyer and Seller intend that the Transactions hereunder be sales to Buyer of the Purchased Assets and not loans from Buyer to Seller secured by the Purchased Assets. However, in order to preserve Buyer’s rights under this Agreement in the event
that a court or other forum recharacterizes the Transactions hereunder as loans and as security for the performance by Seller of all of Seller’s obligations to Buyer under the Transaction Documents and the Transactions entered into hereunder,
or in the event that a transfer of a Purchased Asset is otherwise ineffective to effect an outright transfer of such Purchased Asset to Buyer, Seller hereby assigns, pledges and grants a security interest in all of its right, title and interest in,
to and under the Purchased Items (as defined below) to Buyer to secure the payment of the Repurchase Price on all Transactions to which it is a party and all other amounts owing by Seller or Seller’s Affiliates to Buyer and any of Buyer’s
present or future Affiliates hereunder, including, without limitation, amounts owing pursuant to Article 25, and under the other Transaction Documents, including any obligations of Seller under any Hedging Transaction entered into with
any Affiliated Hedge Counterparty (including, without limitation, all amounts anticipated to be paid to Buyer by an Affiliated Hedge Counterparty as provided for in the definition of Repurchase Price or otherwise) and to secure the obligation of
Seller or its designee to service the Purchased Assets in conformity with Article 27 and any other obligation of Seller to Buyer (collectively, the “Repurchase Obligations”). Seller hereby acknowledges and agrees that
each Purchased Asset and Hedging Transaction serves as collateral for the Buyer under this Agreement and that Buyer has the right to realize on any or all of the Purchased Assets in order to satisfy the Seller’s obligations hereunder. Seller
agrees to mark its computer records and tapes to 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 and all interests of Seller in, to and under the Depository Account and all monies from time to time on deposit in the
Depository Account; 
 (iii) any cash or Cash Equivalents delivered to Buyer in accordance with Article 4(a); 

(iv) the Purchased Asset Documents, servicing agreements (including the Servicing Agreement), 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; 

(v) Seller’s right under each Hedging Transaction, if any, relating to the Purchased Assets to secure the Repurchase
Obligations; 

  
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 (vi) 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; 

(vii) any other items, amounts, rights or properties transferred or pledged by Seller to Buyer under any of the Transaction
Documents; and 
 (viii) 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) Buyer agrees to act as agent for and on behalf of the Affiliated Hedge Counterparties with respect to the security interest granted hereby
to secure the obligations owing to the Affiliated Hedge Counterparties under any Hedging Transactions, including, without limitation, with respect to the Purchased Assets and the Purchased Asset Files held by the Custodian pursuant to the Custodial
Agreement. 
 (c) Buyer’s security interest in the Purchased Items shall terminate only upon termination of Seller’s obligations
under this Agreement and the other Transaction Documents, all Hedging Transactions and the documents delivered in connection herewith and therewith. Upon such termination, Buyer shall deliver to Seller such UCC termination statements and other
release documents as may be commercially reasonable and 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 and the other laws of the State of New York. 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 the filing 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). For the avoidance of doubt, Buyer’s security interest in any particular Purchased Asset shall not terminate until Seller has fully paid the related Repurchase Price. In
connection with the security interests granted pursuant to this Agreement, Seller authorizes the filing of UCC financing statements describing the collateral as “all assets of Seller, whether now owned or existing or hereafter acquired or
arising and wheresoever located, and all proceeds and products thereof” or other similar language to that effect. 
 (d) Seller
acknowledges that neither it nor Guarantor has any right to service the Purchased Assets but only has rights as a party to the Servicing Agreement or any other servicing agreement with respect to the Purchased Assets. Without limiting the generality
of the foregoing and in the event that Seller or Guarantor is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, each of Seller and Guarantor grants, assigns and pledges to Buyer a security interest in the Servicing
Rights and proceeds related thereto 

  
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and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or
other credit enhancement related to the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) of the Bankruptcy Code. 

ARTICLE 7. 
 PAYMENT,
TRANSFER AND CUSTODY 
 (a) On the Purchase Date for each Transaction, (i) ownership of and title to the Purchased Asset shall be
transferred to Buyer or its designee (including the Custodian) against the simultaneous transfer of the Purchase Price in immediately available funds to an account of Seller 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. Buyer has the right to designate each Servicer of
the Purchased Assets (it being understood and agreed that Midland Loan Services, Inc. is approved as initial Servicer); the Servicing Rights and other servicing provisions under this Agreement are not severable from or to be separated from the
Purchased Assets under this Agreement; and, such 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 Repurchase Documents. 
 (b) With
respect to each Transaction, Seller shall deliver or cause to be delivered to Buyer or its designee the Custodial Delivery Certificate in the form attached hereto as Exhibit IV, provided, that notwithstanding the foregoing, upon
request of Seller, Buyer in its sole but good faith discretion may elect to permit Seller to make such delivery by not later than the third (3rd) Business Day after the related Purchase Date,
so long as Seller causes an Acceptable Attorney, Title Company or other Person acceptable to Buyer to deliver to Buyer and the Custodian a Bailee Letter on or prior to such Purchase Date. Subject to Article 7(c), in connection with each
sale, transfer, conveyance and assignment of a Purchased Asset, on or prior to each Purchase Date with respect to such Purchased Asset, Seller shall deliver or cause to be delivered and released to the Custodian a copy or original of each document
as specified in the Asset File (as defined in the Custodial Agreement, and collectively, the “Purchased Asset File”), pertaining to each of the Purchased Assets identified in the Custodial Delivery Certificate delivered therewith,
together with any other documentation in respect of such Purchased Asset requested by Buyer, in Buyer’s sole but good faith discretion. 

(c) From time to time, Seller shall forward to the Custodian additional original documents or additional documents evidencing any assumption,
modification, consolidation or extension of a Purchased Asset approved in accordance with the terms of this Agreement, and upon receipt of any such other documents, the Custodian shall hold such other documents as Buyer shall request from time to
time. With respect to any documents that have been delivered or are being delivered to recording offices for recording and have not been returned to Seller in time to permit their delivery hereunder at the time required, in lieu of delivering such
original documents, Seller shall deliver to Buyer a true copy thereof with an officer’s certificate 

  
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certifying that such copy is a true, correct and complete copy of the original, which has been transmitted for recordation. Seller shall deliver such original documents to the Custodian promptly
when they are received. With respect to all of the Purchased Assets delivered by Seller to Buyer or its designee (including the Custodian), Seller shall execute an omnibus power of attorney substantially in the form of Exhibit V attached
hereto irrevocably appointing Buyer its attorney-in-fact with full power to (i) complete the endorsements of the Purchased Assets, including without limitation the
Mortgage Notes and Assignments of Mortgages, Participation Certificates and assignments of participation interests 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 Participation Interests, Mezzanine Loans, or intercreditor 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) after the occurrence and during the continuance of an Event of Default, enforce Seller’s rights under the Purchased Assets purchased by Buyer pursuant to this Agreement and to, and (vii) after
the occurrence and during the continuance of an Event of Default, 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. 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. 

(d) Subject to clause (f) below, 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 and to vote, take corporate actions and exercise any rights in connection with the Purchased Assets, so long as no monetary Default, material non-monetary Default, or Event of
Default has occurred and is continuing. Such revocable option is not evidence of any ownership or other interest or right of Seller in any Purchased Asset. Upon the occurrence and during the continuation of (i) a monetary or material
non-monetary Default, (ii) an Event of Default or (iii) the exercise of any voting or corporate rights with respect to the Purchased Assets that could be reasonably determined to materially impair the Market Value, and in each case subject
to the provisions of the Purchased Asset Documents, the revocable option discussed above shall be deemed to automatically terminate and Buyer shall be entitled to 

  
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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). 

(e) Notwithstanding the provisions of Article 7(b) above requiring the execution of the Custodial Delivery Certificate and
corresponding delivery of the Purchased Asset File to the Custodian on or prior to the related Purchase Date, with respect to each Transaction involving a Purchased Asset that is identified in the related Confirmation as a “Table Funded”
Transaction, Seller shall, in lieu of effectuating the delivery of all or a portion of the Purchased Asset File on or prior to the related Purchase Date, (i) deliver to the Custodian by facsimile or email on or before the related Purchase Date
for the Transaction (A) the promissory note(s), original stock certificate or Participation Certificate in favor of Seller evidencing the making of the Purchased Asset, with Seller’s endorsement of such instrument to Buyer, (B) the
mortgage, security agreement or similar item creating the security interest in the related collateral and the applicable assignment document evidencing the transfer to Buyer, (C) such other components of the Purchased Asset File as Buyer may
require on a case by case basis with respect to the particular Transaction, and (D) evidence satisfactory to Buyer that all documents necessary to perfect Seller’s (and, by means of assignment to Buyer on the Purchase Date, Buyer’s)
interest in the Purchased Items for the Purchased Asset, (ii) deliver to Buyer and Custodian a Bailee Letter from an Acceptable Attorney, Title Company or other Person acceptable to Buyer on or prior to such Purchase Date and (iii) not
later than the third (3rd) Business Day following the Purchase Date, deliver to Buyer the Custodial Delivery Certificate and to the Custodian the entire Purchased Asset File. 

(f) Notwithstanding the rights granted to Seller pursuant to clause (d) above, Seller shall not, and shall not permit Servicer or
any other servicer of any Purchased Asset to extend, amend, waive, terminate, rescind, cancel, release or otherwise modify the material terms of or any collateral, guaranty or indemnity for, or exercise any material right or remedy of a holder
(including all lending, corporate and voting rights, remedies, consents, approvals and waivers) of, any Purchased Asset or Purchased Asset Document, or consent to any amendments, modifications, waivers, releases, sales, transfers, dispositions or
other resolutions relating to any Purchased Asset or Purchased Asset Document (except to the extent contemplated or required by the related Purchased Asset Documents) including, without limitation, the following actions set forth in
clauses (i) through (v) below, without the prior written consent of Buyer: 
 (i) any forbearance,
extension or other loan modification with respect to any Purchased Asset; 
 (ii) the release, discharge or reduction of any:
(A) lien on any Mortgaged Property or (B) lien or claim on any letters of credit and other non-cash collateral that is required to be maintained pursuant to the underlying Mortgage loan documents, if
any; 
 (iii) the extension of credit (including increasing the terms of any existing credit) to any Person with respect to
any Purchased Asset; 

  
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 (iv) any sale or other disposition of any Purchased Asset (except as permitted
under Article 3(e) of this Agreement), Mortgaged Property or any other material property or collateral related thereto; and 

(v) the incurrence of any lien or other encumbrance other than as expressly created hereunder or under any other Transaction
Document. 
 ARTICLE 8. 

SALE, TRANSFER, HYPOTHECATION OR PLEDGE OF PURCHASED ASSETS 

(a) Title to all Purchased Items shall pass to Buyer on the applicable Purchase Date, and Buyer shall have free and unrestricted use of all
Purchased Items, subject, however, to the terms of this Agreement. Nothing in this Agreement or any other Transaction Document shall preclude Buyer from engaging in repurchase transactions with the Purchased Items or otherwise selling, transferring,
pledging, repledging, hypothecating, or rehypothecating the Purchased Items on terms and conditions that shall be in Buyer’s discretion (other than in the case of a repurchase transaction, sale, transfer, pledge, repledge, hypothecation, or
rehypothecations to a Prohibited Transferee, which shall be subject to the consent of Seller (such consent not to be unreasonably withheld, conditioned or delayed), so long as no Default or Event of Default has occurred and is continuing, in which
case Seller’s consent shall not be required), but no such transaction shall relieve Buyer of its obligations to transfer the Purchased Assets 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. 
 (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, (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 and (vi) it has not dealt with any broker, investment banker, agent, or 

  
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other Person (other than Buyer or an Affiliate of Buyer in the case of Seller) who may be entitled to any commission or compensation in connection with the sale of Purchased Assets pursuant to
any of the Transaction Documents. On the Purchase Date for any Transaction for the purchase of any Purchased Assets by Buyer from Seller and any Transaction hereunder 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 and covenants 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. 
 (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. 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 conflict with
or result in a breach of any of the terms, conditions or provisions of (A) the organizational documents of Seller, (B) any contractual obligation to which Seller is now a party or the rights under which have been assigned to Seller or the
obligations under which have been assumed by Seller or to which the assets of Seller are subject or constitute a default thereunder, or result thereunder in the creation or imposition of any lien upon any of the assets of Seller, other than pursuant
to the Transaction Documents, (C) any judgment or order, writ, injunction, decree or demand of any court applicable to Seller, or (D) any applicable Requirement of Law, in the case of clauses (B), (C) or
(D) above, to the extent that such conflict or breach would have a Material Adverse Effect upon Seller’s ability to perform its obligations hereunder. 

  
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 (v) Litigation; Requirements of Law. As of the date hereof and as of the
Purchase Date for any Transaction hereunder, there is no action, suit, proceeding, investigation, or arbitration pending or, to the actual knowledge of Seller, threatened against Seller, any Affiliate of Seller or any of their respective assets, nor
is there any action, suit, proceeding, investigation, or arbitration pending or threatened against Seller or any Affiliate of Seller that may result in any Material Adverse Effect. Seller and Guarantor are each in compliance in all material respects
with all Requirements of Law, except to the extent that, solely with respect to the Guarantor, such failure to comply would not reasonably be expected to result in a Material Adverse Effect. Neither Seller nor any of its Affiliates is in default in
any material respect with respect to any judgment, order, writ, injunction, decree, rule or regulation of any arbitrator or Governmental Authority. 

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

(vii) Good Title to Purchased Assets. Immediately prior to the purchase of any Purchased Assets by Buyer from Seller,
such Purchased Assets are free and clear of any lien, encumbrance or impediment to transfer (including any “adverse claim” as defined in Article 8-102(a)(1) of the UCC), and Seller is the
record and beneficial owner of and has good and marketable title to and the right to sell and transfer such Purchased Assets to Buyer and, upon transfer of such Purchased Assets to Buyer, Buyer shall be the owner of such Purchased Assets free of any
adverse claim. In the event the related Transaction is recharacterized as a secured financing of the Purchased Assets, the provisions of this Agreement are effective to create in favor of Buyer a valid security interest in all rights, title and
interest of Seller in, to and under the Purchased Assets and Buyer shall have a valid, perfected first priority security interest in the Purchased Assets (and without limitation on the foregoing, Buyer, as entitlement holder, shall have a
“security entitlement” to the Purchased Assets). 
 (viii) No Decline in Market Value; No Defaults. To
Seller’s actual knowledge, there are no facts or circumstances that are reasonably likely to cause or have caused the market value of any Purchased Asset to decline. No Default or Event of Default has occurred or exists under or with respect to
the Transaction Documents. 
 (ix) Authorized Representatives. The duly authorized representatives of Seller are
listed on, and true signatures of such authorized representatives are set forth on, Exhibit II attached to this Agreement. 

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

  
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 (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, in each case except for (1) liens to be released simultaneously with the sale to Buyer hereunder and (2) liens granted by Seller in favor of the counterparty to any Hedging Transaction, solely to the extent such liens are expressly
subordinate to the rights and interests of Buyer hereunder. 
 (B) The provisions of this Agreement and the related
Confirmation are effective to either constitute a sale of Purchased Items to Buyer or 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. 

(C) Upon receipt by the Custodian of each Mortgage Note, Mezzanine Note or Participation Certificate, endorsed in blank by a
duly authorized officer of Seller, either a purchase shall have been completed by Buyer of such Mortgage Note, Mezzanine Note or Participation Certificate, as applicable, 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 VI are true, complete and correct, except to the extent disclosed in a Requested Exceptions Report. The review and inquiries made on behalf of Seller
in connection with the next preceding sentence have been made by Persons having the requisite expertise, knowledge and background to verify such representations and warranties. 

(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 XI 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 either be the owner of, or 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 either be the owner of, or have a valid and fully perfected first priority security interest in, the “investment property” and all “deposit accounts” (each as
defined in the UCC) comprising Purchased Items or any after-acquired property related to such Purchased Items. 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. 

  
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 (H) Seller has complied with all requirements of the Custodial Agreement with
respect to each Purchased Asset, including delivery to Custodian of all required Purchased Asset Documents. Seller has no knowledge of any fact that could reasonably lead it to expect that any Purchased Asset will not be paid in full. 

(I) The Purchased Assets constitute the following, 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. 

(xi) Adequate Capitalization; No Fraudulent Transfer. Seller has, as of such 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. Seller is generally able to pay, and as of the date hereof is paying, its debts as they come due. Seller has not become, or
is not presently, financially insolvent nor will Seller be made insolvent by virtue of Seller’s execution of or performance under any of the Transaction Documents within the meaning of the bankruptcy laws or the insolvency laws of any
jurisdiction. Seller has not entered into any Transaction Document or any Transaction pursuant thereto in contemplation of insolvency or with intent to hinder, delay or defraud any creditor. 

(xii) No Conflicts or Consents. Neither the execution and delivery of this Agreement and the other Transaction Documents
by Seller, nor the consummation of any of the transactions by it herein or therein contemplated, nor compliance with the terms and provisions hereof or with the terms and provisions thereof, will contravene or conflict with or result in the creation
or imposition of (or the obligation to create or impose) any lien upon any of the property or assets of Seller pursuant to the terms of any indenture, mortgage, deed of trust, or other agreement or instrument to which Seller is a party or by which
Seller may be bound, or to which Seller may be subject, other than liens created pursuant to the Transaction Documents. No consent, approval, authorization, or order of any third party is required in connection with the execution and delivery by
Seller of the Transaction Documents to which it is a party or to consummate the transactions contemplated hereby or thereby which has not already been obtained (other than consents, approvals and filings that have been obtained or made, as
applicable, or that, if not obtained or made, are not reasonably likely to have a Material Adverse Effect). 
 (xiii)
Governmental Approvals. No order, consent, approval, license, authorization or validation of, or filing, recording or registration 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 

  
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any such Transaction Document against Seller or (C) the consummation of the transactions contemplated by this Agreement (other than the filing of certain financing statements in respect of
certain security interests). 
 (xiv) Organizational Documents. Seller has delivered to Buyer certified copies of its
organization documents, together with all amendments thereto, if any. 
 (xv) No Encumbrances. There are (i) no
outstanding rights, options, warrants or agreements on the part of Seller for a purchase, sale or issuance, in connection with the Purchased Assets, (ii) no agreements on the part of Seller to issue, sell or distribute the Purchased Assets, and
(iii) no obligations on the part of Seller (contingent or otherwise) to purchase, redeem or otherwise acquire any securities or interest therein, except as contemplated by the Transaction Documents. 

(xvi) Federal Regulations. (A) None of Seller, Parent or Guarantor is required to register as an “investment
company,” or a company “controlled by an investment company,” within the meaning of the Investment Company Act and (B) none of the provisions of this Agreement in any way violate any provision of the Investment Company Act,
including but not limited to Section 18 thereof or any rules or regulations promulgated thereunder. 
 (xvii)
Taxes. To Seller’s actual knowledge, Seller has timely filed or caused to be filed all required federal and other material tax returns that would be delinquent if they had not been filed on or before the date hereof and has paid all
Taxes imposed on it and any of its assets by any Governmental Authority except for any such Taxes (A) as are being contested in good faith by appropriate proceedings and with respect to which adequate reserves have been provided in accordance
with GAAP or (B) to the extent that the failure to pay them could not reasonably be expected to result in a Material Adverse Effect. No Tax liens have been filed against any of Seller’s assets and no claims are being asserted in writing
with respect to any such 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). 
 (xviii) 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. 

(xix) Solvency. 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 creditor of Seller, Parent or Guarantor. 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 creditor of Seller, Parent, or Guarantor. As of the Purchase Date, Seller is not insolvent within the meaning of 11 U.S.C. Section 101(32) or any successor provision thereof and the transfer and sale of the
Purchased Assets pursuant hereto and the obligation to repurchase such Purchased Asset 

  
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(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 for the benefit 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. 

(xx) 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 shall 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. 

(xxi) Full and Accurate Disclosure. No information contained in the Transaction Documents, or any written statement
furnished by or on behalf of Seller pursuant to the terms of the Transaction Documents, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading in
light of the circumstances under which they were made. 
 (xxii) Financial Information. All financial data concerning
Seller and, to Seller’s actual knowledge, 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 fairly in
accordance with GAAP. All financial data concerning the Purchased Assets has been prepared in accordance with standard industry practices. Since the delivery of such data, except as otherwise disclosed in writing to Buyer, there has been no change
in the financial position of Seller or the Purchased Assets, or in the results of operations of Seller, which change is reasonably likely to have a Material Adverse Effect on Seller. 

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

(xxiv) Selection Process. The Purchased Assets under this Agreement were not selected by Seller in a manner different
from the manner in which Seller selects assets with regard to any other facilities to which it is a party or, in any event, so as to affect adversely the interests of Buyer. 

  
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 (xxv) Servicing Agreements. Seller has delivered to Buyer all servicing
agreements pertaining to the Purchased Assets and to the actual 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. 

(xxvi) 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. 

(xxvii) PATRIOT Act. 

(a) Seller is in compliance, in all material respects, 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, and (B) the Uniting and
Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA Patriot Act of 2001). 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 of 2001 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)(xxvii) 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 of 2001 and
regulations thereunder, Seller on behalf of itself and its Affiliates makes the following representations and covenants to Buyer and its Affiliates (for purposes of this Article 9(b)(xxvii), the “Seller Entities”) that
neither Seller, nor, to Seller’s actual knowledge, any of its Affiliates, is a Prohibited Investor, and, to Seller’s actual knowledge, Seller is not 

  
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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 and covenant. 
 (xxviii) 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. 

(xxix) Environmental Matters. 

(a) No real properties owned or leased by Seller and no real properties formerly owned or leased by Seller, its predecessors,
or any former Subsidiaries or predecessors thereof (the “Properties”), contain, or have previously contained, any Materials of Environmental Concern in amounts or concentrations which constitute or constituted a violation of, or
reasonably could be expected to give rise to liability under, Environmental Laws; 
 (b) Seller is in 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; 

(c) Seller has not received any notice of violation, alleged violation, non-compliance, liability or potential liability under
any Environmental Law, nor does Seller have knowledge that any such notice will be received or is being threatened; 
 (d)
Materials of Environmental Concern have not been transported or disposed by Seller in violation of, or in a manner or to a location which reasonably would be expected to give rise to liability under, any applicable Environmental Law, nor has Seller
generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that reasonably would be expected to give rise to liability under, any applicable Environmental Law; 

(e) No judicial proceedings or governmental or administrative action is pending, or, to the knowledge of Seller, threatened,
under any Environmental Law which Seller is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements arising out of
judicial proceedings or governmental or administrative actions, outstanding under any Environmental Law to which Seller is a party; 

(f) There has been no release or threat of release of Materials of Environmental Concern in violation of or in amounts or in a
manner that reasonably would be expected to give rise to liability under any Environmental Law for which Seller may become liable; and 

  
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 (g) Each of the representations and warranties set forth in the preceding clauses
(a) through (f) is true and correct with respect to each parcel of real property owned or operated by Seller. 

(xxx) 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. 
 (xxxi) 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 (A) that is listed in the Annex to, or is otherwise subject to the provisions of, Executive Order 13224 issued on September 24, 2001
(“EO13224”); (B) whose name appears on the United States Treasury Department’s Office of Foreign Assets Control (“OFAC”) most current list of “Specifically Designed National and Blocked Persons,”
(C) who commits, threatens to commit or supports “terrorism”, as that term is defined in EO 13224; or (D) who is otherwise affiliated with any entity or person listed above (any and all parties or persons described
in (A) through (D) above are herein referred to as a “Prohibited Person”). Seller covenants and agrees that none of Seller or any of its Affiliates will knowingly (1) conduct any business, nor engage in any
transaction or dealing, with any Prohibited Person or (2) engage in or conspire to engage in any transaction that evades or avoids or that the purpose of evading or avoiding any of the prohibitions of EO13224. Seller further covenants and
agrees that (i) it shall not, directly or indirectly, use the proceeds of any Transaction, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person or entity (x) to fund any
activities or business of or with any Prohibited Person, or in any country or territory, that at the time of such funding is the subject of any sanctions under any Sanctions Laws and Regulations, or (y) in any other manner that would result in
a violation of any Sanction Laws and Regulations by any party to this Agreement and (ii) none of the funds or the assets of Seller that are used to pay any amount due pursuant to this Agreement or any other Transaction Document shall constitute
funds obtained from transactions with or relating to Prohibited Persons or countries or territories that are the subject of sanctions under any Sanctions Laws and Regulations. Seller further covenants and agrees to deliver to Buyer any such
certification or other evidence as may be requested by Buyer in its sole and absolute discretion, confirming that none of Seller or any of the its Affiliates is a Prohibited Person and none of Seller, or any of its Affiliates has engaged in any
business transaction or dealings with a Prohibited Person, including, but not limited to, the making or receiving of any contribution of funds, goods or services to or for the benefit of a Prohibited Person. 

(xxxii) Notice Address; Jurisdiction of Organization. On the date of this Agreement, Seller’s location (within the
meaning of Article 9 of the UCC) and address for notices is as specified on Annex I. Seller’s legal name is, and has at all times been, 

  
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CMC Loan Funding A, LLC. Seller’s sole jurisdiction of organization is, and at all times has been, Delaware. The location where Seller keeps its books and records (within the meaning of
Article 9 of the UCC), including all computer tapes and records relating to the Purchased Items, is its notice address. Seller may change its address for notices and for the location of its books and records by giving Buyer written notice of such
change. Seller’s organizational identification number is 5472966 and its tax identification number is 30-0807813. The fiscal year of Seller is the calendar year. 

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

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

 (xxxv) Compliance with ERISA. (a) Seller has no employees as of the date of this Agreement; (b) Seller
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) does not hold any “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 Repurchase 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 or prohibited transactions imposed under Section 4975 of the Code or Section 502(i) of ERISA. 

(xxxvi) Hedging Transactions. (a) Seller has entered into all Hedging Transactions required hereunder,
(b) each related agreement is in full force and effect, (c) no termination event, default or event of default (however defined) exists thereunder, and (d) Seller has effectively assigned to Buyer all Seller’s rights (but none of
its obligations) under such agreements. 
 (xxxvii) Chief Executive Office; Jurisdiction of Organization. On the
Purchase Date, Seller’s chief executive office, is, and has been, located at 2450 Broadway, 6th Floor, Santa Monica, California 90404. On the Purchase Date, Seller’s jurisdiction of
organization is Delaware. Seller shall provide Buyer with thirty (30) days’ advance notice of any change in Seller’s principal office or place of business or jurisdiction. 

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

(xxxix) Cash Management. Each Cash Management Account Bank and Lockbox Account Bank related to a Purchased Asset has
executed a Cash Management Account Bank Notice or Lockbox Account Bank Notice, as applicable. Seller has delivered to Custodian, on behalf of Buyer, Re-direction Letters relating to each Purchased Asset signed in blank in form and substance
satisfactory to Buyer. 
 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 Items (or any of them) to any Person other than Buyer, or engage in repurchase transactions or similar transactions with respect to the Purchased Items (or any of them)
with any Person other than Buyer, unless and until such Purchased Asset relating to such Purchased Item is repurchased by Seller in accordance with this Agreement; 

(c) modify in any material respect any servicing agreements to which it is a party, without the consent of Buyer in its discretion, such
discretion not to be unreasonably withheld, conditioned or delayed; 
 (d) create, incur or permit to exist any lien, encumbrance or security
interest 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 and security interest granted by Seller pursuant to Article 6 of this
Agreement and the lien and security interest granted by Parent under the Pledge and Security Agreement; 
 (e) enter into any transaction of
merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation, winding up or dissolution), sell all or substantially all of its assets without the consent of Buyer in its sole and absolute discretion;

 (f) consent or assent to any amendment or supplement to, or termination of, any note, loan agreement, mortgage or guarantee relating to
the Purchased Assets or other agreement or instrument relating to the Purchased Assets other than in accordance with Article 27; 

  
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 (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, conditioned, or delayed, other than special purpose entity provisions, for which such consent shall be at Buyer’s sole and absolute discretion; 

(h) acquire or maintain any right or interest in any Purchased Asset or Underlying Mortgaged Property that is senior 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; 

(i) use any part of the proceeds of any Transaction hereunder for any purpose which violates, or would be inconsistent with, the provisions of
Regulation T, U or X of the Board of Governors of the Federal Reserve System; 
 (j) enter into any Hedging Transaction with respect to any
Purchased Asset with any entity that is not an Affiliated Hedge Counterparty or a Qualified Hedge Counterparty; 
 (k) take any action,
cause, allow, or permit any of the Seller, Parent or Guarantor to be required to register as an “investment company,” or a company “controlled by an investment company,” within the meaning of the Investment Company Act, or to
violate any provisions of the Investment Company Act, including Section 18 thereof or any rules or regulations promulgated thereunder; 

(l) permit, at any time, the number of Purchased Assets to be less than three (3); or 

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

ARTICLE 11. 
 AFFIRMATIVE
COVENANTS OF SELLER 
 The following covenants shall be given independent effect (so that if a particular action or condition is
prohibited by any covenant, the fact that it would be permitted by an exception to or be otherwise within the limitations of another covenant shall not avoid the occurrence of a Default or an Event of Default if such action is taken or condition
exists). On and as of the date hereof and each Purchase Date and until this Agreement is no longer in force with respect to any Transaction: 

(a) Seller shall promptly notify Buyer of any material adverse change in its business operations and/or financial condition; 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 reasonably request evidencing the truthfulness of the representations set forth in Article 9. 

(c) Seller shall (1) 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 security interests by or 

  
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through Buyer) and (2) 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 shall (i) notify Buyer and
the Depository of the occurrence of any Default or Event of Default with respect to Seller and (ii) notify Buyer of any material default under or related to a Purchased Asset, in each case, as soon as possible but in no event later than the
second (2nd) Business Day after obtaining actual knowledge of such event; provided, however, that, with respect to an imminent foreclosure on any collateral for a Purchased Asset or a
material default under or related to a Purchased Asset that could have a material adverse effect on the related collateral, Seller shall notify as soon as possible but in no event later than the immediately succeeding Business Day after obtaining
actual knowledge of such event. 
 (e) Seller shall cause the special servicer rating of the special servicer with respect to all mortgage
loans underlying Purchased Assets to be no lower than “average” by S&P to the extent Seller controls or is entitled to control the selection of the special servicer. In the event the special servicer rating with respect to any Person
acting as special servicer for any mortgage loans underlying Purchased Assets shall be below “average” by S&P, or if an Act of Insolvency occurs with respect to Seller or Guarantor, Buyer shall be entitled to transfer special servicing
with respect to all Purchased Assets to an entity satisfactory to Buyer, to the extent Seller controls or is entitled to control the selection of the special servicer. 

(f) Seller shall promptly (and in any event not later than two (2) Business Days following receipt) deliver to Buyer (i) any notice
of the occurrence of an event of default under or report received by Seller pursuant to the Purchased Asset Documents; (ii) any notice of transfer of servicing under the Purchased Asset Documents and (iii) any other information with
respect to the Purchased Assets that may be requested by Buyer from time to time and within Seller’s possession or control or are obtainable by Seller. 

(g) Seller will permit Buyer or its designated representative upon reasonable prior written notice from Buyer, at reasonable times not to
exceed twice per calendar year unless a Default or Event of Default has occurred and is continuing, at Buyer’s sole cost and expense, to inspect Seller’s records with respect to the Purchased Items and the conduct and operation of its
business related thereto, subject to the terms of any confidentiality agreement between Buyer and Seller and applicable law, and if no such confidentiality agreement then exists between Buyer and Seller, Buyer and Seller shall act in accordance with
customary market standards regarding confidentiality 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. 

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

  
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distributed in respect of the Purchased Assets and 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. 
 (i) 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 immediately 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. 

(j) Seller shall provide, or to 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 (the “Monthly Reporting Package”); 
 (ii) Within forty-five
(45) calendar days after the last day of each of the first three fiscal quarters in any fiscal year, a quarterly reporting package substantially in the form of Exhibit III-B attached hereto (the “Quarterly Reporting
Package”); 
 (iii) Within ninety (90) calendar days after the last day of its fiscal year, an annual reporting
package substantially in the form of Exhibit III-C attached hereto (the “Annual Reporting Package”); and 

(iv) Upon Buyer’s request: 

(A) a listing of any changes in Hedging Transactions with Qualified Hedge Counterparties, the names of the Qualified Hedge
Counterparties and the material terms of such Hedging Transactions, delivered within ten (10) days after Buyer’s request; 

(B) copies of Seller’s Federal Income Tax returns, if any, delivered within thirty (30) days after the earlier of
(A) filing or (B) the last filing extension period; and 

  
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 (C) 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; provided, however that the failure of Seller to timely deliver any such information regarding a Mortgagor as a result of
the failure of such Mortgagor to timely deliver to Seller such information so requested of Mortgagor by Seller shall not be an Event of Default. 

Notwithstanding anything to the contrary in Article 12, if Seller fails to deliver the complete Monthly Reporting Package described in
clause (j)(i) above as a result of the failure of the related borrower to deliver any information as required by the underlying loan documents, then Seller shall have a period of thirty (30) calendar days from the date upon which the related
Mortgagor is required to deliver such information to the lender under the related Purchased Asset Documents to provide any missing information, and if such information is not delivered, Seller shall repurchase the related Purchased Asset pursuant to
Article 3(e). 
 (k) Seller shall make a representative available to Buyer every month 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. 
 (l) Seller shall and shall cause Guarantor to at all times
(i) comply with all material contractual obligations, (ii) comply in all respects with all Requirements of Law, 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 and Guarantor or any of its assets and Seller and Guarantor 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), except to the extent
that, solely with respect to the Guarantor, such failure to comply or maintain and preserve would not reasonably be expected to result in a Material Adverse Effect. 

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

(n) Seller shall observe, perform and satisfy all the terms, provisions, covenants and conditions required to be observed, performed or
satisfied by it, and shall pay when due all costs, fees and expenses required to be paid by it, under the Transaction Documents. Seller 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 on its assets and on the Purchased Items that, in each case, in any manner would create any Lien upon the Purchased Items, except for Liens
created pursuant to the Transaction Documents and other than any Liens with respect to Taxes, 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 or Taxes that are not yet due and payable. 

  
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 (o) Seller shall advise Buyer in writing of the opening of any new chief executive office or the
closing of any such office of Seller and of any change in Seller’s name or jurisdiction of organization not less than thirty (30) days prior to taking any such action. Seller shall not (A) change its name, organizational number, tax
identification number, fiscal year, method of accounting, identity, corporate structure or jurisdiction of organization (or have more than one such jurisdiction), move the location of its principal place of business and chief executive office (as
defined in the UCC) from its location as of the Purchase Date 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, or (B) move, or
consent to Custodian moving, the Purchased Asset Documents from the location thereof on the applicable Purchase Date for the related Purchased Asset, unless in each case Seller has given at least ten (10) days’ prior notice to Buyer and
has taken all actions required under the UCC to continue the first priority perfected security interest of Buyer in the Purchased Assets. 

(p) Seller will maintain records with respect to the Purchased Items and the conduct and operation of its business with no less a degree of
prudence than if the Purchased Items were held by Seller for its own account and will furnish Buyer, upon reasonable request by Buyer or its designated representative, with reasonable information obtainable by Seller with respect to the Purchased
Items and the conduct and operation of its business. 
 (q) Seller shall provide Buyer and its Affiliates with reasonable access plus any
such additional reports as Buyer may reasonably request. Upon reasonable prior notice (unless a Default or 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 officers. 
 (r) Seller shall enter into Hedging Transactions with respect to each of the Hedge-Required Assets to the extent necessary
to hedge interest rate risk associated with the Purchase Price on such Hedge-Required Assets, in a manner reasonably acceptable to Buyer. Seller shall take such actions as Buyer deems necessary to perfect the security interest granted in each
Hedging Transaction, and shall assign to Buyer, which assignment shall be consented to in writing by each Affiliated Hedge Counterparty or Qualified Hedge Counterparty, all of Seller’s rights (but none of the obligations) in, to and under each
Hedging Transaction. The documents relating to each Hedging Transaction shall contain provisions acceptable to Buyer for additional credit support in the event the rating of any Rating Agency assigned to the Qualified Hedge Counterparty (other than
an Affiliated Hedge Counterparty) is downgraded or withdrawn, in which event Seller shall ensure that such additional credit support is provided or promptly, subject to the approval of Buyer, enter into new Hedging Transactions with respect to the
related Purchased Assets with a replacement Qualified Hedge Counterparty. 

  
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 (s) Seller shall take all such steps as Buyer deems necessary to perfect the security interest
granted pursuant to Article 6 in the Hedging Transactions, shall take such action as shall be necessary or advisable to preserve and protect Seller’s interest under all such Hedging Transactions (including, without limitation,
requiring the posting of any required additional collateral thereunder), and hereby authorizes Buyer to take any such action that Seller fails to take after demand therefor by Buyer. Seller shall provide the Custodian with copies of all
documentation relating to Hedging Transactions with Qualified Hedge Counterparties promptly after entering into same. All Hedging Transactions, if any, entered into by Seller with Buyer or any of its Affiliates in respect of any Purchased Asset
shall be terminated contemporaneously with the repurchase of such Purchased Asset on the Repurchase Date therefor. 
 (t) Seller shall: 

(i) 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 held
by Seller and of Seller’s status as a “qualified transferee” (however denominated) under all documents which govern the Purchased Assets) to the extent that failure to do so would have a Material Adverse Effect; 

(ii) comply with all material contractual obligations and with the requirements of all applicable laws, rules, regulations and
orders of Governmental Authorities (including, without limitation, all environmental laws) if failure to comply with such requirements would be reasonably likely (either individually or in the aggregate) to have a Material Adverse Effect; 

(iii) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently
applied; and 
 (iv) pay and discharge all Taxes imposed on it or on its income or profits or on any of its Property prior to
the date on which penalties attach thereto, except for any such Taxes the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. 

(u) Seller shall cause each servicer of a Purchased Asset to provide to Buyer and to the Custodian 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 that, to the extent any servicer does not provide any such Servicing Tape, Seller shall prepare and provide to Buyer
and the Custodian via electronic transmission a remittance report containing the servicing information that would otherwise be set forth in the Servicing Tape; provided, further, that regardless of whether Seller at any time delivers
any such remittance report, Seller shall at all times use commercially reasonable efforts to cause each servicer to provide each Servicing Tape in accordance with this Article 11(u). 

  
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 (v) Seller’s organizational documents shall at all times include the following provisions:
(a) at all times there shall be, and Seller shall cause there to be, at least one (1) Independent Director; (b) Seller shall not, without the unanimous written consent of its board of directors including the Independent Director, take
any Material Action or any action that might cause such entity to become insolvent; (c) no Independent Director may be removed or replaced other than in accordance with the terms of Seller’s Limited Liability Company Agreement unless
Seller provides Buyer with not less than five (5) Business Days’ prior written notice of (i) any proposed removal of an Independent Director, together with a statement as to the reasons for such removal, and (ii) the identity of
the proposed replacement Independent Director, together with a certification that such replacement satisfies the requirements set forth in the organizational documents for an Independent Director; provided, that any removal or replacement
shall not be effective until the replacement Independent Director has accepted his or her appointment; (d) to the fullest extent permitted by applicable law, including Section 18-1101(c) of the Bankruptcy Code and notwithstanding any duty
otherwise existing at law or in equity, the Independent Director shall consider only the interests of Seller, including its creditors in acting or otherwise voting with respect to a Material Action; (e) except for duties to Seller as set forth
in clause (d) above (including duties to its equity owners and its creditors solely to the extent of their respective economic interests in Seller but excluding (i) all other interests of the equity owners, (ii) the interests
of other Affiliates of Seller, and (iii) the interests of any group of Affiliates of which Seller is a part), the Independent Director shall not have any fiduciary duties to any Person bound by its organizational documents; (f) the
foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing under applicable law; and (g) to the fullest extent permitted by applicable law, including
Section 18-1101(e) of the Bankruptcy Code, an Independent Director shall not be liable to Seller or any other Person for breach of contract or breach of duties (including fiduciary duties), unless the
Independent Director acted in bad faith or engaged in willful misconduct. No consent by Buyer shall be required for the removal of any Independent Director for Cause. “Cause” means, with respect to an Independent Director, (i) acts or
omissions by such Independent Director that constitute willful disregard of such Independent Director’s duties as set forth in Seller’s organizational documents, (ii) that such Independent Director has engaged in or has been charged
with, or has been convicted of, fraud or other acts constituting a crime under any law applicable to such Independent Director, (iii) that such Independent Director is unable to perform his or her duties as Independent Director due to death,
disability or incapacity, or (iv) that such Independent Director no longer meets the definition of Independent Director. 
 (w) Seller
has not, and will not, except in connection with the obligations contemplated under the Transaction Documents: 
 (i) engage
in any business or activity other than the entering into and performing its obligations under the Transaction Documents, and activities incidental thereto; 

(ii) acquire or own any assets other than (A) the Purchased Assets and (B) such incidental personal property related
thereto; 

  
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 (iii) merge into or consolidate with any Person, or dissolve, terminate,
liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure; 

(iv) (A) fail to observe all organizational formalities, or fail to preserve its existence as an entity duly organized,
validly existing and in good standing (if applicable) under the applicable laws of the jurisdiction of its organization or formation, or (B) amend, modify, terminate or fail to comply with the provisions of its organizational documents, in each
case without the prior written consent of Buyer; 
 (v) own any subsidiary, or make any investment in, any Person; 

(vi) commingle its assets with the assets of any other Person (excluding any consolidation of its financials with those of an
Affiliate in accordance with GAAP), or permit any Affiliate or constituent party independent access to its bank accounts; 

(vii) incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than the debt
incurred pursuant to this Agreement and the other Transaction Documents and unsecured trade debt in an unpaid amount less than $250,000; 

(viii) fail to maintain its records, books of account, bank accounts, financial statements, accounting records and other entity
documents separate and apart from those of any other Person; except that Seller’s financial position, assets, liabilities, net worth and operating results may be included in the consolidated financial statements of an Affiliate, provided that
(A) appropriate notation shall be made on such consolidated financial statements to indicate the separate identity of Seller from such Affiliate and that Seller’s assets and credit are not available to satisfy the debts and other
obligations of such Affiliate or any other Person, and (B) Seller’s assets, liabilities and net worth shall also be listed on Seller’s own separate balance sheet; 

(ix) except for capital contributions or capital distributions permitted under the terms and conditions of Seller’s
organizational documents and properly reflected on its books and records, enter into any transaction, contract or agreement with any general partner, member, shareholder, principal, guarantor of the obligations of Seller, or any Affiliate of the
foregoing, except upon terms and conditions that are intrinsically fair, commercially reasonable and substantially similar to those that would be available on an arm’s-length basis with unaffiliated third parties; 

(x) maintain its assets in such a manner that it will be costly or difficult to segregate, ascertain or identify its individual
assets from those of any other Person and not maintain its properties, assets and accounts separate from those of any Affiliate or any other Person; 

(xi) assume or guaranty the debts of any other Person, hold itself out to be responsible for the debts of any other Person, or
otherwise pledge its assets to secure the obligations of any other Person or hold out its credit or assets as being available to satisfy the obligations of any other Person or enter into any transaction with an Affiliate of Seller except on
commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction; 

  
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 (xii) make any loans or advances to any Person, or own any stock or securities
of, any Person; 
 (xiii) fail to (A) file its own tax returns separate from those of any other Person, except to the
extent Seller is treated as a “disregarded entity” for tax purposes and is not required to file tax returns under applicable Legal Requirements, and (B) pay any taxes required to be paid under applicable law; provided, however, that
Seller shall not have any obligation to reimburse its equityholders or their Affiliates for any taxes that such equityholders or their Affiliates may incur as a result of any profits or losses of Seller; 

(xiv) fail to (A) hold itself out to the public as a legal entity separate and distinct from any other Person,
(B) conduct its business solely in its own name or (C) correct any known misunderstanding regarding its separate identity; 

(xv) fail to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and
character and in light of its contemplated business operations, provided that the foregoing shall not require any member, partner or shareholder of Seller to make any additional capital contributions to Seller; 

(xvi) if it is a partnership or limited liability company, without the unanimous written consent of all of its partners or
members, as applicable, and the written consent of one hundred percent (100%) of all directors or managers of Seller, including, without limitation, the Independent Director, take any Material Action or any action that might cause such entity
to become insolvent; 
 (xvii) fail to allocate shared expenses (including, without limitation, shared office space and
services performed by an employee of an Affiliate) among the Persons sharing such expenses and to use separate stationery, invoices and checks bearing its own name; 

(xviii) fail to remain solvent or pay its own liabilities only from its own funds; provided that the foregoing shall not
require any member, partner or shareholder of Seller to make any additional capital contributions to Seller; 
 (xix) acquire
obligations or securities of its partners, members, shareholders or other Affiliates, as applicable; 
 (xx) have any
employees; 
 (xxi) fail to maintain and use separate stationery, invoices and checks bearing its own name; 

(xxii) have any of its obligations guaranteed by an Affiliate except for the Guarantee Agreement; 

  
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 (xxiii) identify itself as a department or division of any other Person; or 

(xxiv) buy or hold evidence of indebtedness issued by any other Person (other than the Purchased Assets, cash or
investment-grade securities). 
 (x) 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. 
 (y) Seller shall obtain
estoppels and agreements reasonably acceptable to Buyer for each Purchased Asset that is subject to a ground lease. 
 (z) Seller shall be
solely responsible for the fees and expenses of the Custodian, Depository and each servicer (including, without limitation, the Servicer) of any or all of the Purchased Assets. 

(aa) Seller shall notify Buyer in writing of any event or occurrence that, to Seller’s actual knowledge, could be reasonably determined to
cause Guarantor to breach any of the covenants contained in paragraph 9 of the Guarantee Agreement. 
 (bb) With respect to each
Purchased Asset, Seller shall take all action necessary or required by the Repurchase 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 assign, sell, transfer, pledge, hypothecate, grant, create, incur, assume or suffer or permit to exist any security
interest in or Lien on any Purchased Asset to or in favor of any Person other than Buyer. Notwithstanding the foregoing, if Seller grants a Lien on any Purchased Asset in violation hereof or any other Repurchase Document, Seller shall be deemed to
have simultaneously granted an equal and ratable Lien on such Purchased Asset in favor of Buyer to the extent such Lien has not already been granted to Buyer; provided, that such equal and ratable Lien shall not cure any resulting Event of
Default. 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 Custodian on behalf of Buyer, together with endorsements required by Buyer. 
 (cc) Seller shall, and,
pursuant to Cash Management Account Bank Notices or Re-direction Letters (if applicable), shall cause the related Cash Management Account Bank to remit any amounts received in the related Cash Management Account from time to time, as and when
payable to the lender under the related Cash Management Agreement or otherwise as instructed by Buyer in accordance with the terms of the related Cash Management Agreement, into the Depository Account on the day the related payments are due. Seller
(a) shall, and shall 

  
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cause Servicer to, comply with and enforce each Lockbox Account Bank Notice, Cash Management Account Bank Notice and Re-direction Letter and all other instructions delivered in connection with
the related origination, as applicable, (b) shall not amend, modify, waive, terminate or revoke the Depository Agreement, any Lockbox Account Bank Notice, any Cash Management Account Bank Notice, any Re-direction Letter, or any such
instructions, as applicable, without Buyer’s consent, and (c) shall take all reasonable steps to enforce each Lockbox Account Bank Notice, Cash Management Account Bank Notice and Re-direction Letter, the Depository Agreement and all other
instructions, as applicable, and shall take no any action that interferes with the delivery of a Lockbox Account Bank Notice, Cash Management Account Bank Notice or Re-direction Letter, as applicable. In connection with each principal payment or
prepayment under a Purchased Asset, Seller shall provide or cause to be provided to Buyer sufficient detail to enable Buyer to identify the Purchased Asset to which such payment applies. If Seller receives any rights, whether in addition to, in
substitution of, as a conversion of, or in exchange for any Purchased Assets, or otherwise in respect thereof, Seller shall accept the same as Buyer’s agent, hold the same in trust for Buyer and immediately deliver the same to Buyer or its
designee in the exact form received, together with duly executed instruments of transfer, stock powers or assignment in blank and such other documentation as Buyer shall reasonably request. 

(dd) Seller shall promptly notify Buyer of the occurrence of any of the following of which Seller has actual knowledge, 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) a breach of any representation contained herein; 

(ii) 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, 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 default or material decline in value or cash flow, and (B) with respect to Seller, a violation of any Requirement of Law or other event or circumstance that could reasonably be expected to have a Material Adverse Effect; 

(iii) the resignation or termination of any servicer under any servicing agreement (including the Servicer under the Servicing
Agreement) with respect to any Purchased Asset; 
 (iv) the establishment of a rating by any Rating Agency applicable to
Guarantor and any downgrade in or withdrawal of such rating once established; 
 (v) the commencement of, settlement of or
material judgment in any litigation, action, suit, arbitration, investigation or other legal or arbitration proceedings before any Governmental Authority that (i) affects Guarantor, Parent, Seller or any Mortgagor on an Underlying Mortgaged
Property, (ii) questions or challenges the validity or enforceability of any Transaction, Purchased Asset or Purchased Asset Document, or (iii) individually or in the aggregate, if adversely determined, could reasonably be likely to have a
Material Adverse Effect. 

  
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 ARTICLE 12. 

EVENTS OF DEFAULT; REMEDIES 

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

(i) Seller or Guarantor shall fail to repurchase (A) Purchased Assets upon the applicable Repurchase Date or (B) a
Purchased Asset that is no longer an Eligible Asset or with respect to which there has been any failure to comply with the terms of a Cash Management Account Bank Notice or Lockbox Account Bank Notice in accordance with Article 12(c);

 (ii) Buyer shall fail to receive within one (1) Business Day after any Remittance Date the accreted value of the
Price Differential (less any amount of such Price Differential previously paid by Seller to Buyer) (including, without limitation, in the event the Income paid or distributed on or in respect of the Purchased Assets is insufficient to make such
payment and Seller does not make such payment or cause such payment to be made) (except that such failure shall not be an Event of Default by Seller if sufficient Income, including Principal Proceeds which would otherwise be remitted to Seller
pursuant to Article 5 of this Agreement, is on deposit in the Depository Account and the Depository fails to remit such funds to Buyer); 

(iii) Seller or Guarantor shall fail to cure any Margin Deficit, to the extent such Margin Deficit equals or exceeds the
Minimum Transfer Amount, in accordance with Article 4 of this Agreement; 
 (iv) Seller or Guarantor shall fail
to make any payment not otherwise addressed under this Article 12(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 or any other Transaction Document, which failure is not remedied within five (5) Business Days of notice thereof; 

(v) Seller shall default in the observance or performance of its obligation in Article 7(e) hereof or any agreement
contained in Article 10 or 11 of this Agreement and, such default shall not be cured within the earlier of (A) five (5) Business Days after notice by Buyer to Seller thereof or (B) actual knowledge on the part of
Seller of such breach or failure to perform; 
 (vi) an Act of Insolvency occurs with respect to Seller or Guarantor; 

(vii) a Change of Control occurs with respect to Seller or Guarantor; 

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

  
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 (ix) the Custodial Agreement, the Depository Agreement, the Pledge and Security
Agreement, the Guarantee Agreement or any other Transaction Document or a replacement therefor acceptable to Buyer shall for whatever reason be terminated or cease to be in full force and effect, or the enforceability thereof shall be contested by
Seller; 
 (x) Seller or Guarantor shall be in default under (A) any Indebtedness of Seller or Guarantor (other than
Indebtedness of Guarantor constituting (x) Non-Recourse Indebtedness (as defined in the Credit Agreement of Guarantor referred to in the Guarantee Agreement), (y) obligations of the type described in clause (g) of the definition of
Indebtedness or (z) obligations in respect of the acquisition price of property or services that do not constitute obligations in respect of deferred purchase price), as applicable, which default (1) involves the failure to pay a matured
obligation in excess of $250,000, with respect to Seller or $25,000,000, 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 $25,000,000, with respect to Guarantor; or (B) any other material contract to which Seller is
a party which default (1) involves the failure to pay a matured obligation in excess of $250,000 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; 
 (xi) Guarantor, Colony Mortgage Capital, LLC, Parent or Seller shall be in default under
any Indebtedness (other than any Indebtedness of Guarantor, Colony Mortgage Capital, LLC or Parent constituting Non-Recourse Indebtedness) of Guarantor, Colony Mortgage Capital LLC, Parent or Seller, as applicable, to Buyer or any of its present or
future Affiliates, which default (A) involves the failure to pay a matured obligation, or (B) permits the acceleration of the maturity of obligations by any other party to or beneficiary with respect to such Indebtedness; 

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

  
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 (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 (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; 
 (xiv) an “Event of Default,” “Termination Event,” “Potential Event of Default” or
other default or breach, however defined therein, occurs under any Hedging Transaction on the part of Seller, or the counterparty to Seller on any such Hedging Transaction with a Qualified Hedge Counterparty ceases to be a Qualified Hedge
Counterparty, that is otherwise not cured within any applicable cure period thereunder or, if no cure period exists thereunder, which is not cured by Seller within three (3) Business Days after notice thereof from an Affiliated Hedge
Counterparty or Qualified Hedge Counterparty to Seller; 
 (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 or Guarantor, which suspension has a Material Adverse Effect in
the determination of Buyer; 
 (xvi) the breach by Parent 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 Parent; 

(xvii) any representation (other than the representations and warranties of Seller set forth in Exhibit VI and
Article 9(b)(x)(D)) made by Seller to Buyer shall have been incorrect or untrue in any material respect when made or repeated or deemed to have been made or repeated and such incorrect or untrue representation exists and continues
unremedied for ten (10) calendar days after the earlier of receipt of written notice thereof from Buyer or Seller’s actual knowledge of such incorrect or untrue representation; 

(xviii) a final non-appealable judgment by any competent court in the United States of
America 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 $25,000,000, and remained undischarged or unpaid for a period of sixty
(60) days, during which period execution of such judgment is not effectively stayed by bonding over or other means reasonably acceptable to Buyer; 

(xix) if Seller shall breach or fail to perform any of the terms, covenants, obligations or conditions of this Agreement, other
than as specifically otherwise referred to in this Article 12(a), and such breach or failure to perform is not remedied within the earlier of five (5) days after (A) delivery of notice thereof to Seller by Buyer, or


  
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(B) actual knowledge on the part of Seller of such breach or failure to perform; provided, that, if Buyer determines, in its sole discretion, that any such breach is capable of being
cured and Seller is diligently and continuously pursuing such a cure in good faith but is not able to do so on a timely basis, Seller shall have an additional period of time, not to exceed thirty (30) additional days, within which to complete
such cure; provided further, that such additional (thirty) 30-day period shall not apply to any breach of or other failure to comply with the terms of Article 10(k) of this Agreement; 

(xx) the Guarantee Agreement or a replacement therefor acceptable to Buyer shall for whatever reason be terminated or cease to
be in full force and effect, or the enforceability thereof shall be contested by Guarantor or Seller; 
 (xxi) the breach by
Guarantor of any term 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 provisions hereof or thereof 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 material respect as of the time made or furnished;
provided, however, that any such default, failure to perform or breach shall not constitute an Event of Default if Guarantor cures such default or failure to perform, as the case may be, within the grace notice and/or cure period, if any,
provided under the applicable agreement; 
 (xxii) notwithstanding any other provision of this Article 12(a), if
Seller engages in any conduct or action where Buyer’s prior consent is required by any Repurchase Document and Seller fails to obtain such consent; 

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

(xxiv) any servicer fails to deposit all Income or any other amounts as required by the provisions of this Agreement when due,
or an event of default has occurred under any servicing agreement (including the Servicing Agreement); provided that no Event of Default under this clause (xxvi) shall occur if (x) with respect to any failure to make a deposit as
set forth above, or with respect to any monetary default under the servicing agreement (including, if applicable, the Servicing Agreement), such failure or event of default is cured within three (3) Business Days of notice to Seller or Seller
otherwise becoming aware thereof and the related servicer (including, if applicable, the Servicer) is immediately removed and replaced with a replacement servicer, or (y) with respect to a non-monetary event of default, such failure or event of
default is cured within ten (10) Business Days of notice to Seller or Seller otherwise becoming aware thereof and the related servicer (including, if applicable, the Servicer) is removed and replaced with a replacement servicer within thirty
(30) days of such date; 

  
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 (xxv) 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 or with respect to an upcoming maturity date under the Credit Agreement; 
 (b) After the
occurrence and during the continuance of an Event of Default, Seller hereby appoints Buyer as attorney-in-fact of Seller for the purpose of carrying out the provisions
of this Agreement and taking any action and executing or endorsing any instruments that Buyer may deem necessary or advisable to accomplish the purposes hereof, which appointment as
attorney-in-fact is irrevocable and coupled with an interest. 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 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 12(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; and 
 (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 12(b)(iii) of this Agreement); and 
 (C) the Custodian shall, upon the request of Buyer, deliver to
Buyer all instruments, certificates and other documents then held by the Custodian relating to the Purchased Assets. 
 (iii)
Upon the occurrence of an Event of Default with respect to Seller, Buyer may (A) immediately sell on a servicing released basis, at a public or private sale in a commercially reasonable manner and at such price or prices as Buyer may deem


  
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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 12(b)(iii) shall be applied, (v) first, to the costs and expenses incurred by Buyer in connection with Seller’s default; (w) second, to actual,
out-of-pocket damages incurred by Buyer in connection with Seller’s default (including, but not limited to, costs of cover and/or Hedging Transactions, if any), (x) third, to the Repurchase Price; (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 (A) the amount
(including in connection with the enforcement of this Agreement) of all losses, costs and expenses, including reasonable legal fees and expenses, actually incurred by Buyer in connection with or as a consequence of an Event of Default with respect
to Seller and (B) all costs incurred by Buyer in connection with Hedging Transactions in the event that Seller, from and after an Event of Default, takes any action to impede or otherwise affect Buyer’s remedies under this Agreement. 

(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) Subject to the applicable notice and cure periods set forth herein, Buyer may exercise any or all of the remedies
available to Buyer immediately upon the occurrence of an Event of Default with respect to Seller and at any time during the 

  
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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
nonjudicial process, disposition of any or all of the Purchased Assets, or from any other election of remedies. Seller recognizes that nonjudicial remedies are consistent with the usages of the trade, are responsive to commercial necessity and are
the result of a bargain at arm’s length. 
 (c) If at any time Buyer determines that (a) any Purchased Asset is not an Eligible
Asset, including, without limitation, a Purchased Asset that violates the Concentration Limit, or (b) with respect to any Purchased Asset (x) Seller, Cash Management Account Bank or the related originating lender fails to comply with the
terms of the related Cash Management Account Bank Notice (including, without limitation, failing to remit amounts on deposit in the related Cash Management Account to the Depository Account at the times and in accordance with the provisions set
forth in the related Cash Management Account Bank Notice) and/or (y) Seller, Lockbox Account Bank or the related originating lender fails to comply with the terms of the related Lockbox Account Bank Notice (including, without limitation,
failure to remit amounts on deposit in the related Lockbox Account to the related Cash Management Account at the times and in accordance with the provisions set forth in the related Lockbox Agreement and the related Lockbox Account Bank Notice),
then, in each case, the related Transaction shall terminate and Seller shall repurchase such Purchased Asset. No later than three (3) Business Days after receiving notice or Seller becoming otherwise aware that such Purchased Asset is not an
Eligible Asset or that there has been any failure to comply with the terms of a Cash Management Account Bank Notice or Lockbox Account Bank Notice, Seller shall repurchase the affected Purchased Asset and Seller shall pay the applicable Repurchase
Price for such Purchased Asset to Buyer by depositing such amount in immediately available funds at the direction of Buyer. 
 ARTICLE 13.

 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 14. 

RECORDING OF COMMUNICATIONS 

EACH OF BUYER AND SELLER SHALL HAVE THE RIGHT (BUT NOT THE OBLIGATION) FROM TIME TO TIME TO MAKE OR CAUSE TO BE MADE TAPE RECORDINGS OF
COMMUNICATIONS BETWEEN ITS EMPLOYEES, IF ANY, AND THOSE OF THE OTHER PARTY WITH RESPECT TO TRANSACTIONS; PROVIDED, HOWEVER, THAT SUCH RIGHT TO RECORD COMMUNICATIONS SHALL BE LIMITED TO COMMUNICATIONS OF EMPLOYEES TAKING PLACE ON THE
TRADING FLOOR OF THE APPLICABLE PARTY. EACH OF BUYER AND SELLER HEREBY CONSENTS TO THE ADMISSIBILITY OF SUCH TAPE RECORDINGS IN ANY COURT, ARBITRATION, OR OTHER PROCEEDINGS, 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 15. 

NOTICES AND OTHER COMMUNICATIONS 

Unless otherwise provided in this Agreement, all notices, consents, approvals and requests required or permitted hereunder shall be given in
writing and shall be effective for all purposes if hand delivered or sent by (a) hand delivery, with proof of delivery, (b) certified or registered United States mail, postage prepaid, (c) expedited prepaid delivery service, either
commercial or United States Postal Service, with proof of delivery or (d) by email, provided that such email notice must also be delivered by one of the means set forth above, to the address specified in Annex I hereto or at such other
address and person as shall be designated from time to time by any party hereto, as the case may be, in a written notice to the other parties hereto in the manner provided for in this Article 15. 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 email, upon receipt of confirmation, provided that such email notice was also delivered as required in this Article 15. A party receiving a notice that does not comply with the
technical requirements for notice under this Article 15 may elect to waive any deficiencies and treat the notice as having been properly given. 

ARTICLE 16. 
 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 17. 

NON-ASSIGNABILITY 

(a) Subject to Article 17(b) below, Seller may not assign any of its rights or obligations under this Agreement without the prior
written consent of Buyer (not to be unreasonably withheld or delayed) 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. Buyer may, without
consent of Seller, sell participating interests in any Transaction, its interest in the Purchased Assets, or any other interest of Buyer under this Agreement to one or more banks, financial institutions or other entities
(“Participants”); provided, that, notwithstanding the foregoing, any such sale to a Participant that is a Prohibited Transferee shall require the prior consent of Seller, such consent not to be unreasonably withheld,
conditioned or delayed; provided further, that, if a Default or an Event of Default has occurred and is continuing, Seller’s consent shall not be required. Buyer may, without consent of the Seller, at any time and from time to time,
assign to any Person other than a Prohibited Transferee and to a Prohibited Transferee with the consent of Seller, such consent not to be unreasonably withheld, conditioned or delayed; provided that, if a Default or an Event of Default has
occurred and is continuing, Seller’s consent shall not be required in connection with an assignment to a Prohibited Transferee (an “Assignee” and together with Participants, each a “Transferee” and
collectively, the “Transferees”) all or any part of its rights its interest in the Purchased Assets, or any other interest of Buyer under this Agreement. In connection with any sale, assignment, transfer or participation by Buyer
hereunder, other than a sale, assignment, transfer or participation by Buyer of one hundred percent (100%) of its rights and obligations under the Transaction Documents, (i) Buyer shall retain control and authority over its rights and
obligations under the Transaction Documents and any Transaction, (ii) Seller shall not be obligated or required to deal directly or indirectly with any Person other than Buyer, and (iii) Seller shall not be charged for, incur or be
required to reimburse Buyer or any other Person for any costs or expense relating to any such sale, assignment, transfer or participation. Seller agrees to, and to cause Guarantor to, cooperate with Buyer, at Buyer’s sole cost and expense, 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 in order to give effect to such assignment, transfer or
sale. 
 (b) Title to all Purchased Assets and Purchased Items shall pass to Buyer and Buyer shall have free and unrestricted use of all
Purchased Assets. Nothing in this Agreement shall preclude Buyer from engaging in repurchase transactions with the Purchased Assets and Purchased Items or otherwise selling, pledging, repledging, transferring, hypothecating, or rehypothecating the
Purchased Assets and Purchased Items to any Person other than a Prohibited Transferee and to a Prohibited Transferee with the consent of Seller, such consent not to be unreasonably withheld, conditioned or delayed; provided that, if a Default
or an Event of Default has occurred and is continuing, Seller’s consent shall not be required, all on terms that Buyer may determine in its sole discretion; provided, however, that Buyer shall transfer the Purchased Assets to
Seller on the applicable Repurchase Date free and clear of any pledge, 

  
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lien, security interest, encumbrance, charge or other adverse claim on any of the Purchased Assets. Nothing contained in this Agreement shall obligate Buyer to segregate any Purchased Assets or
Purchased Items transferred to Buyer by Seller. 
 (c) Buyer, acting for this purpose as an agent of Seller, shall maintain at one of its
offices a register for the recordation of the names and addresses of Buyer, and the percentage of the rights and obligations under this Agreement owing to, Buyer and each Transferee pursuant to the terms hereof from time to time (the
“Register”). The entries in the Register shall be conclusive, and Seller, Buyer, and each Transferee shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Buyer or Transferee, as
applicable, hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by Seller at any reasonable time and from time to time upon reasonable prior notice; provided
that Buyer shall have no obligation to disclose all or any portion of the Register regarding Participants (including the identity of any Participant or any information relating to a Participant’s beneficial interest in this Agreement) to any
Person except to the extent that such disclosure is necessary to establish that such beneficial interest in this Agreement or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The
entries in the Register shall be conclusive absent manifest error, and Buyer shall treat each Person whose name is recorded in the Register as the owner of its respective interest for all purposes of this Agreement notwithstanding any notice to the
contrary. No sale, assignment, transfer or participation pursuant to this Article 17 shall be effective until reflected in the Register. 

ARTICLE 18. 
 GOVERNING
LAW 
 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 WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF. 

ARTICLE 19. 
 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 herefrom 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. 

  
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 ARTICLE 20. 

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 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 20, 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 20, Seller shall be deemed (i) to represent to Buyer that since the
date of Seller’s latest such financial statements, there has been no material adverse change in Seller’s financial condition that Seller has not disclosed to Buyer, and (ii) to agree to provide Buyer with future audited and unaudited
statements of its financial condition as they are issued, so long as it is Seller in any outstanding Transaction involving a Plan Party. 

ARTICLE 21. 
 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 (a) 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 741 of the Bankruptcy Code, (b) 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 (c) that each party (for so long as each is either a “financial institution,” “financial participant,” “repo
participant,” “master netting participant” or other entity listed in Section 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 12 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 12 and in Sections 362(b)(6), 362 (b)(7), 362(b)(27), 362(o) and 546 of
the Bankruptcy Code. 

  
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 (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 12 hereof is a contractual right to accelerate, terminate or liquidate this Agreement or the
Transactions 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 hereby further
agrees that it shall not challenge the characterization of (i) this Agreement or any Transaction as a “repurchase agreement,” “securities contract” and/or “master netting agreement,” or (ii) each party as a
“repo participant” within the meaning of the Bankruptcy Code except insofar as the type of Asset subject to the Transactions or, in the case of a “repurchase agreement,” the term of the Transactions, would render such definition
inapplicable. 
 (e) It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of
the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement”
or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA). 

(f) It is understood that this Agreement constitutes a “master netting agreement” as defined in Section 101(38A) of the
Bankruptcy Code, and as used in Section 561 of the Bankruptcy Code. 
 (g) It is the intention of the parties that, for U.S. Federal,
state and local income and franchise tax purposes and for accounting purposes, each Transaction constitute a financing, and that Seller be (except to the extent that Buyer shall have exercised its remedies following an Event of Default) the owner of
the Purchased Assets for such purposes. Unless prohibited by applicable law, Seller and Buyer shall treat the Transactions as described in the preceding sentence (including on any and all filings with any U.S. Federal, state, or local taxing
authority and agree not to take any action inconsistent with such treatment). 

  
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 ARTICLE 22. 

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 Exchange Act, SIPA will not provide protection to the other party with respect to any Transaction
hereunder; and 
 (c) in the case of Transactions in which one of the parties is a financial institution, funds held by the financial
institution pursuant to a Transaction hereunder are not a deposit and therefore are not insured by the Federal Deposit Insurance Corporation or the National Credit Union Share Insurance Fund, as applicable. 

(d) In the case of Transactions in which one of the parties is an “insured depository institution”, as that term is defined in
Section 1813(c)(2) of Title 12 of the United States Code, funds held by the financial institution pursuant to a Transaction are not a deposit and therefore are not insured by the Federal Deposit Insurance Corporation, the Savings
Association Insurance Fund or the Bank Insurance Fund, as applicable. 
 ARTICLE 23. 

CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL 

(a) Each party irrevocably and unconditionally (i) submits to the non-exclusive jurisdiction of
any United States Federal or New York State court sitting in Manhattan, and any appellate court from any such court, solely for the purpose of any suit, action or proceeding brought to enforce its obligations under this Agreement or relating in any
way to this Agreement or any Transaction under this Agreement and (ii) waives, to the fullest extent it may effectively do so, any defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and any right
of jurisdiction on account of its place of residence or domicile. 
 (b) To the extent that either party has or hereafter may acquire any
immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment,
execution of judgment or otherwise) with respect to itself or any of its property, such party hereby irrevocably waives and agrees not to plead or claim such immunity in respect of any action brought to enforce its obligations under this Agreement
or relating in any way to this Agreement or any Transaction under this Agreement. 

  
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 (c) The parties hereby irrevocably waive, to the fullest extent each may effectively do so, the
defense of an inconvenient forum to the maintenance of such action or proceeding and irrevocably consent to the service of any summons and complaint and any other process by the mailing of copies of such process to them at their respective address
specified herein. The parties hereby agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this
Article 23 shall affect the right of Buyer to serve legal process in any other manner permitted by law or affect the right of Buyer to bring any action or proceeding against Seller or its property in the courts of other jurisdictions. 

(d) SELLER HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS
AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY INSTRUMENT OR DOCUMENT DELIVERED HEREUNDER OR THEREUNDER. 
 ARTICLE 24. 

NO RELIANCE 
 Each of Buyer
and Seller hereby acknowledges, represents and warrants to the other that, in connection with the negotiation of, the entering into, and the performance under, the Transaction Documents and each Transaction thereunder: 

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

(b) It has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisors to the extent
that it has deemed necessary, and it has made its own investment, hedging and trading decisions (including decisions regarding the suitability of any Transaction) based upon its own judgment and upon any advice from such advisors as it has deemed
necessary and not upon any view expressed by the other party; 
 (c) It is a sophisticated and informed Person that has a
full understanding of all the terms, conditions and risks (economic and otherwise) of the Transaction Documents and each Transaction thereunder and is capable of assuming and willing to assume (financially and otherwise) those risks; 

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

  
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 ARTICLE 25. 

INDEMNITY 
 Seller hereby
agrees to indemnify Buyer, Buyer’s Affiliates and each of its officers, directors, employees and agents (“Indemnified Parties”) from and against any and all actual out-of-pocket liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, fees, costs, expenses (including attorneys’ fees and disbursements) 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 or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating
to, this Agreement or any Transactions 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 Indemnified Amounts resulting
from the gross negligence or willful misconduct of 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 that, in each case, results from anything other than Buyer’s or an Indemnified Party’s gross negligence or willful misconduct. 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 expense (including reasonable attorneys’ fees of outside counsel), loss or damage suffered by
reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or
arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s
reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without
limitation, those incurred pursuant to Article 26 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place
for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the reasonable fees and disbursements of its outside
counsel. Seller hereby acknowledges that the obligations of Seller hereunder are a recourse obligation of Seller. This Article 25 shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any
non-Tax claim. 
 ARTICLE 26. 

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 

  
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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, Servicer, 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 during the term of
this Agreement, which shall be paid by Seller to Buyer within five (5) days after receipt of an invoice therefor. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions
respecting the Purchased Asset Files and the Purchased Assets. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and
the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets. Buyer may underwrite such
Purchased Assets itself or engage a third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and
any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse
Buyer for any and all attorneys’ fees, costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased Assets. 

ARTICLE 27. 
 SERVICING

 (a) Each servicer of any Purchased Asset (including the Servicer) shall service the Purchased Assets for the benefit of Buyer and
Buyer’s successors and assigns. Seller shall cause each such servicer (including the Servicer) to service the Purchased Assets at Seller’s sole cost and for the benefit of Buyer in accordance with Accepted Servicing Practices;
provided that, without prior written consent of Buyer in its sole discretion as required by Article 7(d), no servicer (including the Servicer) of any of the Purchased Assets shall take any action with respect to any Purchased
Asset described in Article 7(d). 
 (b) Seller agrees that Buyer is the owner of all servicing records, including, but not
limited to, any and all servicing agreements and pooling and servicing agreements (including, without limitation, the Servicing Agreement or any other servicing agreement relating to the servicing of any or all of the Purchased Assets), files,
documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the
servicing of Purchased Assets (the “Servicing Records”), so long as the Purchased Assets are subject to this Agreement. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee
(including the Custodian) 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), 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. 

  
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 (d) Seller shall not employ sub-servicers or any other
servicer other than Servicer pursuant to the 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 a
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
(other than the Servicer) and sub-servicers engaged by Seller to execute the Servicer Notice with Buyer acknowledging Buyer’s ownership of the Purchased Assets and Servicing Rights and Buyer’s
security interest and agreeing that each servicer and/or sub servicer shall immediately transfer all Income and other amounts with respect to the Purchased Assets to Buyer in accordance with the 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 the Servicer) or sub-servicer shall take no
action with regard to such Purchased Asset other than as specifically directed by Buyer. Seller shall cause each servicing agreement (including the Servicing Agreement) to be consistent with the terms of this Agreement and each Servicer (including
the Servicer) to comply with such terms. 
 (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 of 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 Buyer. 

ARTICLE 28. 

MISCELLANEOUS 
 (a) Seller
hereby acknowledges and agrees that Buyer may either securitize or participate, syndicate or otherwise sell interests in the Transactions, any Transaction and/or any portion thereof (any such transaction, a “Secondary Market
Transaction”); provided that, prior to a Default or an Event of Default, Buyer shall not knowingly sell securities, participations or syndicated interests at initial issuance of such securities, participation, or syndicated interests to
Prohibited Transferees without the prior consent of Seller, such consent not to be unreasonably withheld, conditioned or delayed. Seller expressly acknowledges and agrees that such restriction shall only apply to the initial sale at issuance of such
instruments and Buyer shall not have any obligations with respect to any subsequent sale of such instruments. To the extent Buyer desires to implement any Secondary Market Transaction, Seller agrees to reasonably cooperate with Buyer, at
Buyer’s sole cost and expense (including, without limitation, Buyer’s attorneys’ fees and costs and Seller’s reasonable attorneys’ fees and costs), to plan, structure, negotiate, implement and execute such Secondary Market
Transaction; provided that such Secondary Market Transaction has no material adverse tax consequence on Seller or their direct or indirect owners. Seller hereby further acknowledges and agrees that (i) Buyer reserves the right to convert
any Transaction or Transactions (or any portion thereof) at any time (including in connection with a Secondary Market Transaction) to 

  
 87 








 
components, pari passu financing or subordinate financing, including one or more tranches of preferred equity, subordinate debt, multiple notes, or participation interests, each
subordinate to such loan (“Subordinate Financing”, and the senior portion of any such Subordinate Financing, the “Senior Tranche”), and (ii) any such Subordinate Financing shall have individual coupon rates
that, when blended with the Senior Tranche in the aggregate, shall initially equal the Price Differential. Seller acknowledges and agrees that the terms of any such Subordinate Financing will provide that a default under the Senior Tranche shall be
a default under the respective Subordinate Financing. Seller consents to disclosure by Buyer or any of its Affiliates of the Purchased Assets, collateral therefor and Seller’s and its Affiliates’ and/or principals’ operating and
financial statements in connection with the servicing of any Purchased Assets and any Secondary Market Transaction. 
 (b) 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. 

(c) 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. 
 (d) The headings in the Transaction Documents are for convenience
of reference only and shall not affect the interpretation or construction of the Transaction Documents. 
 (e) Without limiting the rights
and remedies of Buyer under the Transaction Documents, Seller shall pay 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 and consummation 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 on demand all costs and expenses (including reasonable expenses for legal services of every kind) of any subsequent
enforcement of any of the provisions hereof, or of the performance by Buyer of any obligations of Seller in respect of the Purchased Assets, or any actual or attempted sale, or any exchange, enforcement, collection, compromise or settlement in
respect of any of the Purchased Items and for the custody, care or preservation of the Purchased Items (including insurance costs) and defending or asserting rights and claims of Buyer in respect thereof, by litigation or otherwise. In addition,
Seller agrees to pay Buyer on demand all reasonable costs and expenses (including reasonable expenses for legal services) 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. This Article 28(e) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax
claim. 

  
 88 








 (f) 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, 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 thereof under the Transaction Documents or any other agreement, 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 or any other agreement, 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. 

(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 

  
 89 








 
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 and absolute discretion and such decision by Buyer shall be final and conclusive. 
 [REMAINDER OF PAGE LEFT BLANK]


  
 90 








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

			
	 BUYER:

	
	 JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association

		
	By:	 	/s/ Thomas M. Cassino
		 	Name: Thomas M. Cassino
		 	Title: Vice President









 
			
	 SELLER:

	
	 CMC LOAN FUNDING A, LLC, a Delaware limited liability company

		
	By:	 	/s/ Mark M. Hedstrom
		 	Name: Mark M. Hedstrom
		 	Title: Vice President









 ANNEXES, SCHEDULES AND EXHIBITS 

 

			
	ANNEX I	  	Names and Addresses for Communications between Parties
		
	EXHIBIT I	  	Form of Confirmation
		
	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 Custodial Delivery Certificate
		
	EXHIBIT V	  	Form of Power of Attorney
		
	EXHIBIT VI	  	Representations and Warranties Regarding Individual Purchased Assets
		
	EXHIBIT VII	  	Asset Information
		
	EXHIBIT VIII	  	Advance Procedures
		
	EXHIBIT IX	  	Form of Bailee Letter
		
	EXHIBIT X	  	Form of Margin Deficit Notice
		
	EXHIBIT XI	  	UCC Filing Jurisdictions
		
	EXHIBIT XII	  	Form of Servicer Notice
		
	EXHIBIT XIII	  	Form of Release Letter
		
	EXHIBIT XIV	  	Covenant Compliance Certificate
		
	EXHIBIT XV	  	Form of Re-direction Letter
		
	EXHIBIT XVI	  	Forms of Tax Compliance Certificates
		
	EXHIBIT XVII	  	Form of Cash Management Account Bank Notice
		
	EXHIBIT XVIII	  	Form of Lockbox Account Bank Notice








 ANNEX I 

NAMES AND ADDRESSES FOR COMMUNICATIONS BETWEEN PARTIES 

Buyer: 
 JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION 
 383 Madison Avenue 

New York, New York 10179 

Attention:     Ms. Nancy S. Alto 

Telephone:   (212) 623-7109 

Telecopy:     (212) 623-7714 

With copies to: 
 JPMORGAN CHASE
BANK, NATIONAL ASSOCIATION 
 383 Madison Avenue, 31st Floor, 

New York, New York 10179 

Attention:     Charles Y. Lee 

Telephone:   (212) 834-9328 

Telecopy:     (347) 438-2992 

and 
 Cadwalader
Wickersham & Taft LLP 
 227 West Trade Street 

Charlotte, North Carolina 28202 

Attention:      Stuart N. Goldstein, Esq. 

Telephone:    (704) 348-5258 

Telecopy:      (704) 348-5200 

Seller: 
 CMC LOAN FUNDING A, LLC 

2450 Broadway, 6th Floor 

Santa Monica, California 90404 

Attention: Linda Bodenstein, Todd Sammann and Christian Fuqua 

Telephone:    (310) 282-8820 

Telecopy:      (310) 407-7380 

With copies to: 
 Sidley Austin
LLP 
 787 7th Avenue 

New York, New York 10019 

Attention: Brian Krisberg, Esq. 

Telephone:    (212) 839-8735 

Telecopy:      (212) 839-5599 







 EXHIBIT I 

CONFIRMATION STATEMENT 

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION 

Ladies and Gentlemen: 
 Seller is pleased to
deliver our written CONFIRMATION of our agreement to enter into the Transaction pursuant to which JPMorgan Chase Bank, National Association shall purchase from us the Purchased Assets identified on the attached Schedule 1 pursuant
to the Master Repurchase Agreement, dated as of February 5, 2014 (the “Agreement”), between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (“Buyer”) and CMC LOAN FUNDING A, LLC (“Seller”) on the
following terms. Capitalized terms used herein without definition have the meanings given in the Agreement. 
  

			
	Purchase Date:	  	                    , 20        
		
	Purchased Assets:	  	[                    Name]: As identified on attached Schedule 1
		
	Aggregate Principal Amount of Purchased Assets:	  	$[                ]
		
	Repurchase Date:	  	
		
	Purchase Price:	  	$[                ]
		
	Change in Purchase Price	  	$[                ]
		
	Pricing Rate:	  	one month LIBOR plus                 %
		
	Advance Rate:	  	
		
	Credit Event Loan:	  	Yes  ̈ No  ̈ (please check)
		
	Governing Agreements:	  	As identified on attached Schedule 1
		
	Requested Wire Amount:	  	
		
	Requested Fund Date:	  	
		
	Type of Funding:	  	[Table/Non-table]
		
	Wiring Instructions:	  	
		
	Name and address for communications:	  	 Buyer:      JPMorgan Chase Bank, National Association

383 Madison Avenue
 New
York, New York 10179
 Attention:      Ms. Nancy S. Alto

Telephone:    (212) 623-1989

Telecopy:      (917) 546-2564










					
		 	With a copy to:	  	 JPMorgan Chase Bank, National Association
 383
Madison Avenue, 31st Floor

			
		 		  	New York, New York 10179
		 		  	Attention:      Charles Y. Lee
		 		  	Telephone:    (212) 834-9328
		 		  	Telecopy:      (347) 438-2992
			
		 	Seller:	  	CMC LOAN FUNDING A, LLC
		 		  	 2450 Broadway, 6th Floor

Santa Monica, California 90404
 Attention: Linda Bodenstein, Todd
Sammann
 and Christian Fuqua

Telephone:     (310) 282-8820
 Telecopy:
      (310) 407-7380

			
		 	With copies to:	  	 Sidley Austin LLP
 787 7th Avenue
 New York, New York 10019

Attention:       Brian Krisberg, Esq.

Telephone:     (212) 839-8735
 Telecopy:
      (212) 839-5599


  

			
	 CMC LOAN FUNDING A, LLC

		
	By:	 	  

		 	Name:
		 	Title:










			
	 AGREED AND ACKNOWLEDGED:

		
		 	 JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

		
	By:	 	 
		 	Name:
		 	Title:








 Schedule 1 to Confirmation Statement 

 
  

Purchased Assets: 
 Aggregate Principal Amount: 







 EXHIBIT II 

AUTHORIZED REPRESENTATIVES OF SELLER 

[SELLER TO PROVIDE] 
  

			
	 Name
	 	 Specimen Signature









 EXHIBIT III-A 

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

	•	 	Any and all financial statements, rent rolls or other material information received from the borrowers related to each Purchased Asset. To the extent that Seller fails, after diligent efforts, to obtain on a monthly
basis such financial statements, rent rolls and other material information from the borrowers, Seller shall provide such information to Buyer on a quarterly basis. 


 

	•	 	A remittance report containing servicing information, including without limitation, 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. 


 

	•	 	A listing of all Purchased Assets reflecting the payment status of each Purchased Asset and any material changes in the financial or other condition of each Purchased Asset. 


 

	•	 	With respect to a Purchased Asset that is a Junior Mortgage Loan or a Participation Interest, the related securitization report. 

  

	•	 	A listing of any existing Defaults. 

  

	•	 	Trustee remittance reports. 

  

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








 EXHIBIT III-B 

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

	•	 	Consolidated unaudited financial statements of Guarantor and Seller presented fairly in all material respects in accordance with GAAP or, if such financial statements being delivered have been filed with the SEC
pursuant to the requirements of the Exchange 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 certificate substantially in the form attached hereto as Exhibit XIV to this Agreement (the “Covenant Compliance
Certificate”), from a Responsible Officer of Guarantor or Seller, as applicable, 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. 








 EXHIBIT III-C 

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

	•	 	(i) Guarantor’s consolidated audited financial statements, prepared by a nationally recognized independent certified public accounting firm and (ii) Seller’s consolidated unaudited financial statements,
each 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 Exchange 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 from a Responsible Officer of Guarantor or Seller, as applicable, 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 CUSTODIAL DELIVERY CERTIFICATE 

On this             of
            , 20    , CMC LOAN FUNDING A, LLC, a Delaware limited liability company (“Seller”) under that certain Master Repurchase Agreement, dated as
of February 5, 2014 (the “Repurchase Agreement”) between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (“Buyer”) and Seller, does hereby deliver to Wells Fargo Bank, National Association.
(“Custodian”), as custodian under that certain Custodial Agreement, dated as of February 5, 2014 (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 3 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. 
  

			
	CMC LOAN FUNDING A, LLC
		
	By:	 	  

		 	Name:
		 	Title:









 Purchased Asset Schedule to Custodial Delivery 

Purchased Assets 







 EXHIBIT V 

FORM OF POWER OF ATTORNEY 

Know All Men by These Presents, that CMC LOAN FUNDING A, LLC, a Delaware limited liability company (“Seller”), does hereby
appoint JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (“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 the endorsements of the Purchased Assets, including without limitation the Mortgage Notes, Assignments of Mortgages, Mezzanine Notes, Participation Certificates and assignments of Participation
Interests and any transfer documents related thereto, (ii) the recordation of the Assignments of Mortgages, (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 Master Repurchase Agreement, dated as of February 5, 2014 (the “Repurchase 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 5th day of February, 2014 
 [SIGNATURES ON THE FOLLOWING PAGE] 







 
			
	CMC LOAN FUNDING A, LLC
		
	By:	 	  

		 	Name:
		 	Title:



  
 -2- 








 EXHIBIT VI 

REPRESENTATIONS AND WARRANTIES 

REGARDING EACH INDIVIDUAL PURCHASED ASSET THAT IS A 

SENIOR MORTGAGE LOAN 

(OTHER THAN A PARTICIPATION INTEREST) 

(a) As applicable, each Purchased Asset is either a whole loan and not a participation interest in a whole loan or an A-note interest in a whole loan. The sale of the Purchased Assets to Buyer or its designee does not require Seller to obtain any governmental or regulatory approval or consent that has not been obtained. It being
understood that “B-notes” secured by the same Mortgage as a Senior Mortgage Loan are not subordinate mortgages or junior liens, there are no subordinate mortgages or junior liens encumbering the related Underlying Mortgaged Property.
Seller has no knowledge of any mezzanine debt related to the Underlying Mortgaged Property and secured directly by the ownership interests in the Mortgagor. 

(b) No Purchased Asset is 30 days or more delinquent in payment of principal and interest (without giving effect to any applicable grace
period) and no Purchased Asset has been 30 days or more (without giving effect to any applicable grace period in the related Mortgage Note) past due. 

(c) Except with respect to the ARD Loans, which provide that the rate at which interest accrues thereon increases after the Anticipated
Repayment Date, the Purchased Assets (exclusive of any default interest, late charges or prepayment premiums) are fixed rate mortgage loans or floating rate mortgage loans with terms to maturity, at origination or as of the most recent modification,
as set forth in the Purchased Asset Schedule. 
 (d) The information pertaining to each Purchased Asset set forth on the Purchased Asset
Schedule is true and correct in all material respects as of the Purchase Date. 
 (e) At the time of the assignment of the Purchased Assets
to Buyer, Seller had good and marketable title to and was the sole owner and holder of, each Purchased Asset, free and clear of any pledge, lien, encumbrance or security interest and such assignment validly and effectively transfers and conveys all
legal and beneficial ownership of the Purchased Assets to Buyer free and clear of any pledge, lien, charge, encumbrance, participation or security interest, any other ownership interests and other interests on, in or to such Senior Mortgage Loan.
Seller has full right and authority to sell, assign and transfer each Senior Mortgage Loan, and the assignment to Buyer constitutes a legal, valid and binding assignment of such Senior Mortgage Loan free and clear of any and all liens, pledges,
charges or security interests of any nature encumbering such Senior Mortgage Loan subject to the rights and obligations of Seller pursuant to the Agreement. 

(f) To the extent required under applicable law, Seller is authorized to transact and do business in the jurisdiction in which each Underlying
Mortgaged Property is located, or the failure to be so authorized does not materially and adversely affect the enforceability of such Senior Mortgage Loan. 







 (g) In respect of each Purchased Asset, (A) the related 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 and (B) the Mortgagor is not a debtor in any bankruptcy, receivership, conservatorship, reorganization, insolvency,
moratorium or similar proceeding. 
 (h) Each Purchased Asset is secured by (or in the case of a Participation Interest, the Underlying
Mortgage Loan is secured by) a Mortgage that establishes and creates a valid and subsisting first priority lien on the Underlying Mortgaged Property, free and clear of any liens, claims, encumbrances, participation interests, pledges, charges or
security interests subject only to Permitted Encumbrances. Such Mortgage, together with any separate security agreement, UCC financing statement or similar agreement, if any, establishes and creates a first priority security interest in favor of
Seller in all personal property owned by the Mortgagor that is used in, and is reasonably necessary to, the operation of the Underlying Mortgaged Property and, to the extent a security interest may be created therein and perfected by the filing of a
UCC financing statement under the Uniform Commercial Code as in effect in the relevant jurisdiction, the proceeds arising from the Underlying Mortgaged Property and other collateral securing such Purchased Asset, subject only to Permitted
Encumbrances. Each UCC financing statement, if any, filed with respect to personal property constituting a part of the Underlying Mortgaged Property and each UCC financing statement assignment, if any, filed with respect to such financing statement
was in suitable form for filing in the filing office in which such financing statement was filed. There exists with respect to such Underlying Mortgaged Property an assignment of leases and rents provision, either as part of the related Mortgage or
as a separate document or instrument, which establishes and creates a first priority security interest in and to leases and rents arising in respect of the Underlying Mortgaged Property subject only to Permitted Encumbrances. No person other than
the related Mortgagor and the mortgagee owns any interest in any payments due under the related leases. The related Mortgage or such assignment of leases and rents provision provides for the appointment of a receiver for rents or allows the holder
of the related Mortgage to enter into possession of the Underlying Mortgaged Property to collect rent or provides for rents to be paid directly to the holder of the related Mortgage in the event of a default beyond applicable notice and grace
periods, if any, under the related Purchased Asset Documents. As of the origination date, there are no mechanics’ or other similar liens or claims that have been filed for work, labor or materials affecting the Underlying Mortgaged Property
that are or may be prior or equal to the lien of the Mortgage, except those that are insured against pursuant to the applicable Title Policy (as defined below). As of the Purchase Date, there are no mechanics’ or other similar liens or claims
that have been filed for work, labor or materials affecting the Underlying Mortgaged Property that are or may be prior or equal in priority to the lien of the Mortgage, except those that are insured against pursuant to the applicable Title Policy
(as defined below). No (a) Underlying Mortgaged Property secures any mortgage loan not represented on the Purchased Asset Schedule, (b) Purchased Asset is cross-defaulted with any other mortgage
loan, other than a mortgage loan listed on the Purchased Asset Schedule, or (c) Purchased Asset is secured by property that is not an Underlying Mortgaged Property. 

(i) The Purchased Asset Documents for each Senior Mortgage Loan 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 by the Trust against such franchisor, either directly or as an assignee of the








 
originator. The Mortgage or related security agreement for each Mortgage Loan 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. 
 (j) The related Mortgagor under each Purchased Asset has good and
indefeasible fee simple or, with respect to those Purchased Assets described in clause (ee) hereof, leasehold title to the Underlying Mortgaged Property comprising real estate subject to any Permitted Encumbrances. 

(k) Seller has received 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 Insurer (as defined below) and irrevocably obligating the Title Insurer 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 Insurer or its authorized agent) as adopted in the applicable jurisdiction (the
“Title Policy”), which was issued by a nationally recognized title insurance company (the “Title Insurer”) qualified to do business in the jurisdiction where the Underlying Mortgaged Property is located, covering
the portion of each Underlying Mortgaged Property comprised of real estate and insuring that the related Mortgage is a valid first lien in the original principal amount of the related Purchased Asset on the Mortgagor’s fee simple interest (or,
if applicable, leasehold interest) in such Underlying Mortgaged Property comprised of real estate subject only to Permitted Encumbrances. Such Title Policy was issued in connection with the origination of the related Purchased Asset. No claims have
been made under such Title Policy. Such Title Policy is in full force and effect and all premiums thereon have been paid and will provide that the insured includes the owner of the Purchased Asset and its successors and/or assigns. No holder of the
related Mortgage has done, by act or omission, anything that would, and Seller has no actual knowledge of any other circumstance that would, 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), (i) that the Underlying Mortgaged Property shown on the Survey is the
same as the property legally described in the Mortgage, and (i) to the extent that the Underlying Mortgaged Property consists of two or more adjoining parcels, such parcels are contiguous. 

(l) The related Assignment of Mortgage and the related assignment of the Assignment of Leases and Rents executed in connection with each
Mortgage, if any, have been recorded in the applicable jurisdiction (or, if not recorded, have been submitted for recording or are in recordable form) and constitute the legal, valid and binding assignment of such Mortgage and the related assignment
of leases and rents from Seller to Buyer. The endorsement of the related Mortgage Note by Seller constitutes the legal, valid, binding and enforceable (except as such enforcement may be limited by
anti-deficiency laws or bankruptcy, receivership, conservatorship, reorganization, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, and by general
principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law)) assignment of such Mortgage Note, and together with such Assignment of Mortgage and the related assignment of assignment of leases and
rents, legally and validly conveys all right, title and interest in such Purchased Asset and (except in the case of an A-note or a Participation Interest) the Purchased Asset Documents to Buyer. 







 (m) The Purchased Asset Documents for each Purchased Asset (or in the case of a Participation
Interest, the Underlying Mortgage Loan) provide that such Purchased Asset (or Underlying Mortgage Loan) is non-recourse except that the related Mortgagor and guarantor that has assets other than equity in the
Underlying Mortgaged Property that are not de minimis and at least one individual or entity shall be fully liable for actual losses, liabilities, costs and damages arising from at least the following acts of the related Mortgagor and/or its
principals: (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 by, consented to, or acquiesced in by, the Mortgagor;
(ii) Mortgagor or guarantor shall have colluded with other creditors to cause an involuntary bankruptcy filing with respect to the Mortgagor or (iii) transfers of either the Underlying Mortgaged Property or equity interests in Mortgagor
made in violation of the Mortgage Loan documents; and (b) contains provisions providing for recourse against the Mortgagor and guarantor (which is a natural person or persons, or an entity distinct from the Mortgagor (but may be affiliated with
the Mortgagor) that has assets other than equity in the Underlying Mortgaged Property that are not de minimis), for losses and damages sustained in the case of (i) (A) misapplication, misappropriation or conversion of rents, insurance
proceeds or condemnation awards, or (B) any security deposits not delivered to lender upon foreclosure or action in lieu thereof (except to the extent applied in accordance with leases prior to a Mortgage Loan event of default); (ii) the
Mortgagor’s fraud or intentional misrepresentation; (iii) willful misconduct by the Mortgagor or guarantor; (iv) breaches of the environmental covenants in the Mortgage Loan documents; or (v) commission of material physical waste
at the Underlying Mortgaged Property, which may, with respect to this clause (v), in certain instances, be limited to acts or omissions of the related Mortgagor, guarantor, property manager or their affiliates, employees or agents. 

(n) The Purchased Asset Documents for each Purchased Asset contain enforceable provisions such as to 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,
and there is no exemption available to the related Mortgagor that would interfere with such right of foreclosure except (i) any statutory right of redemption or (ii) any limitation arising under anti deficiency laws or by bankruptcy,
receivership, conservatorship, reorganization, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforcement is considered in a
proceeding in equity or at law). 
 (o) Each of the related Mortgage Notes and Mortgages are the legal, valid and binding obligations of the
related Mortgagor named on the Purchased Asset Schedule and each of the other related Purchased Asset Documents is the legal, valid and binding obligation of the parties thereto (subject to any non-recourse provisions therein), enforceable in
accordance with its terms, except as such enforcement may be limited by anti-deficiency laws or bankruptcy, receivership, conservatorship, reorganization, insolvency, moratorium or other similar laws affecting the enforcement of creditors’
rights generally, and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law), and 







 
except that certain provisions of such Purchased Asset Documents are or may be unenforceable in whole or in part under applicable state or federal laws, but the inclusion of such provisions does
not render any of the Purchased Asset Documents invalid as a whole, and such Purchased Asset Documents taken as a whole are enforceable to the extent necessary and customary for the practical realization of the principal rights and benefits afforded
thereby. 
 (p) The terms of the Purchased Assets or the related Purchased Asset Documents, (including, in the case of a Participation
Interest, the documents evidencing the Underlying Mortgage Loan) have not been altered, impaired, modified or waived in any material respect, except prior to the Purchase Date by written instrument duly submitted for recordation, to the extent
required, and as specifically set forth by a document in the related Purchased Asset File. 
 (q) With respect to each Mortgage that 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 no fees or expenses are or will become payable to the trustee under the deed of trust, except in connection with a trustee’s sale after default by the Mortgagor other than de
minimis fees paid in connection with the full or partial release of the Underlying Mortgaged Property or related security for such Purchased Asset following payment of such Purchased Asset in full. The material terms of such Mortgage and related
Purchased Asset Documents have not been waived, impaired, modified, altered, satisfied, canceled, subordinated or rescinded in any respect. 

(r) No Purchased Asset has been satisfied, canceled, subordinated, released or rescinded, in whole or in part, and the related Mortgagor has
not been released, in whole or in part, from its obligations under any related Purchased Asset Document. 
 (s) Except with respect to the
enforceability of any provisions requiring the payment of default interest, late fees, additional interest, prepayment premiums or yield maintenance charges, neither the Purchased Asset nor any of the related Purchased Asset Documents is subject to
any right of rescission, set-off, abatement, diminution, valid counterclaim or defense, including the defense of usury, including, without limitation, any valid offset, defense, counterclaim or right based on
intentional fraud by Seller in connection with the origination of the Senior Mortgage Loan, nor will the operation of any of the terms of any such Purchased Asset Documents, or the exercise (in compliance with procedures permitted under applicable
law) of any right thereunder, render any Purchased Asset Documents subject to any right of rescission, set-off, abatement, diminution, valid counterclaim or defense, including the defense of usury (subject to anti-deficiency or one form of action laws and to bankruptcy, receivership, conservatorship, reorganization, insolvency, moratorium or other similar laws affecting the enforcement of creditor’s rights generally
and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law)), and no such right of rescission, set-off, abatement, diminution, valid
counterclaim or defense has been asserted with respect thereto. None of the Purchased Asset Documents provides for a release of a portion of the Underlying Mortgaged Property from the lien of the Mortgage except upon payment or defeasance in full of
all obligations under the Mortgage, provided that, notwithstanding the foregoing, certain of the Purchased Assets may allow partial release (a) upon payment or defeasance of an allocated loan amount which may be formula based, but in no
event less than 125% of the allocated loan amount, or (b) in the event the portion of the Underlying Mortgaged Property being released was not given any material value in connection with the underwriting or appraisal of the related Purchased
Asset. 







 (t) There is no payment default, giving effect to any applicable notice and/or grace period, and
there is no other material default under any of the related Purchased Asset Documents, giving effect to any applicable notice and/or grace period; no such material default or breach has been waived by Seller or on its behalf or, by Seller’s
predecessors in interest with respect to the Purchased Assets; and no event has occurred that, with the passing of time or giving of notice would constitute a material default or breach under the related Purchased Asset Documents. No Purchased Asset
has been accelerated and no foreclosure or power of sale proceeding has been initiated in respect of the related Mortgage. Seller has not waived any material claims against the related Mortgagor under any
non-recourse exceptions contained in the Mortgage Note. 
 (u) The principal amount of the Purchased
Asset stated on the Purchased Asset Schedule has been fully disbursed as of the Purchase Date (except for certain amounts that were fully disbursed by the mortgagee, but escrowed pursuant to the terms of the related Purchased Asset Documents) and
there are no future advances required to be made by the mortgagee under any of the related Purchased Asset Documents. Any requirements under the related Purchased Asset Documents regarding the completion of any
on-site or off-site improvements and to disbursements of any escrow funds therefor have been or are being complied with or such escrow funds are still being held. The
value of the Underlying Mortgaged Property relative to the value reflected in the most recent appraisal thereof is not materially impaired by any improvements that have not been completed. Seller has not, nor, have any of its agents or predecessors
in interest with respect to the Purchased Assets, in respect of such Purchased Asset, directly or indirectly, advanced funds or induced, solicited or knowingly received any advance of funds by a party other than the Mortgagor other than
(a) interest accruing on such Purchased Asset from the date of such disbursement of such Purchased Asset to the date which preceded by thirty (30) days the first payment date under the related Mortgage Note and (b) application and
commitment fees, escrow funds, points and reimbursements for fees and expenses, incurred in connection with the origination and funding of the Purchased Asset. 

(v) No Purchased Asset has capitalized interest included in its principal balance, or provides for any shared appreciation rights or other
equity participation therein and no contingent or additional interest contingent on cash flow or, except for ARD Loans, negative amortization accrues or is due thereon. 

(w) Each Purchased Asset identified in the Purchased Asset Schedule as an ARD Loan substantially fully amortizes over its stated term, which
term is at least 60 months after the related Anticipated Repayment Date. Each ARD Loan has an Anticipated Repayment Date not less than seven years following the origination of such Purchased Asset. If the related Mortgagor elects not to prepay its
ARD Loan in full on or prior to the Anticipated Repayment Date pursuant to the existing terms of the Purchased Asset or a unilateral option (as defined in Treasury Regulations under Article 1001 of the Code) in the Purchased Asset exercisable during
the term of the mortgage loan, (i) the Purchased Asset’s interest rate will step up to an interest rate per annum as specified in the related Purchased Asset Documents; provided, however, that payment








 
of such Excess Interest shall be deferred until the principal of such ARD Loan has been paid in full; (ii) all or a substantial portion of the Excess Cash Flow collected after the
Anticipated Repayment Date shall be applied towards the prepayment of such ARD Loan and once the principal balance of an ARD Loan has been reduced to zero all Excess Cash Flow will be applied to the payment of accrued Excess Interest; and
(iii) if the property manager for the Underlying Mortgaged Property can be removed by or at the direction of the mortgagee on the basis of a debt service coverage test, the subject debt service coverage ratio shall be calculated without taking
account of any increase in the related Mortgage Interest Rate on such Purchased Asset’s Anticipated Repayment Date. No ARD Loan provides that the property manager for the Underlying Mortgaged Property can be removed by or at the direction of
the mortgagee solely because of the passage of the related Anticipated Repayment Date. 
 (x) Each Purchased Asset identified in the
Purchased Asset Schedule as an ARD Loan with a hard lockbox requires that tenants at the Underlying Mortgaged Property shall (and each Purchased Asset identified in the Purchased Asset Schedule as an ARD Loan with a springing lockbox requires that
tenants at the Underlying Mortgaged Property shall, upon the occurrence of a specified trigger event, including, but not limited to, the occurrence of the related Anticipated Repayment Date) make rent payments into a lockbox controlled by the holder
of the Purchased Asset and to which the holder of the Purchased Asset has a first perfected security interest; provided however, with respect to each ARD Loan that is secured by a multi-family
property with a hard lockbox, or with respect to each ARD Loan that is secured by a multi-family property with a springing lockbox, upon the occurrence of a specified trigger event, including, but not limited
to, the occurrence of the related Anticipated Repayment Date, tenants either pay rents to a lockbox controlled by the holder of the mortgage loan or deposit rents with the property manager who will then deposit the rents into a lockbox controlled by
the holder of the Purchased Asset. 
 (y) The servicing and collection practices used by Seller in respect of each Senior Mortgage Loan and
the terms of the Purchased Asset Documents evidencing such Purchased Asset comply in all material respects with all applicable local, state and federal laws, and regulations and Seller has complied with all material requirements pertaining to the
origination, funding and servicing of the Purchased Assets, including but not limited to, usury and any and all other material requirements of any federal, state or local law to the extent non-compliance would
have a Material Adverse Effect on the Purchased Asset and was in all material respects legal, proper and prudent, in accordance with Seller’s customary commercial mortgage servicing practices. 

(z) The Underlying Mortgaged Property is, in all material respects, in compliance with, and is used and occupied in accordance with, all
restrictive covenants of record applicable to such Underlying Mortgaged Property and applicable zoning laws and all material inspections, licenses, permits and certificates of occupancy required by law, ordinance or regulation to be made or issued
with regard to the Underlying Mortgaged Property governing the occupancy, use, and operation of such Underlying Mortgaged Property have been obtained and are in full force and effect, except to the extent (a) any material non-compliance with applicable zoning laws is insured by an ALTA lender’s title insurance policy (or binding commitment therefor), or the equivalent as adopted in the applicable jurisdiction, or a law and
ordinance insurance policy that provides coverage for additional costs to rebuild and/or repair the property to current zoning 







 
regulations, the inability to restore the Underlying Mortgaged Property to the full extent of the use or structure immediately prior to the casualty would not materially and adversely affect the
use or operation of such Underlying Mortgaged Property, or title insurance coverage has been obtained for such nonconformity, the failure to obtain or maintain such inspections, licenses, permits or certificates of occupancy does not materially
impair or materially and adversely affect the use and/or operation of the Underlying Mortgaged Property as it was used and operated as of the date of origination of the Purchased Asset or the rights of a holder of the related Purchased Asset, or
(b) no improvements encroach upon any easements except for encroachments the removal of which would not materially and adversely affect the value or current use of such Underlying Mortgaged Property or are insured by applicable provisions of
the Title Policy. 
 (aa) All (a) taxes, water charges, sewer rents, assessments or other similar outstanding governmental charges and
governmental assessments that became due and owing prior to the Purchase Date in respect of the Underlying Mortgaged Property (excluding any related personal property), and that if left unpaid, would be, or might become, a lien on such Underlying
Mortgaged Property having priority over the related Mortgage and (b) insurance premiums or ground rents that became due and owing prior to the Purchase Date in respect of the Underlying Mortgaged Property (excluding any related personal
property), have been paid, or if any such items are disputed, an escrow of funds in an amount sufficient (together with escrow payments required to be made prior to delinquency) to cover such taxes and assessments and any late charges due in
connection therewith has been established. As of the date of origination, the Underlying Mortgaged Property consisted of one or more separate and complete tax parcels. For purposes of this representation and warranty, the items identified herein
shall not be considered due and owing until the date on which interest or penalties would be first payable thereon. 
 (bb) None of the
improvements that were included for the purpose of determining the appraised value of the Underlying Mortgaged Property at the time of the origination of such Purchased Asset lies outside the boundaries and building restriction lines of such
Underlying Mortgaged Property, except to the extent that they are legally nonconforming as contemplated by the representation in clause (yy) below, and no improvements on adjoining properties encroach upon such Underlying Mortgaged Property, with
the exception in each case of (a) immaterial encroachments that do not materially adversely affect the security intended to be provided by the related Mortgage or the use, enjoyment, value or marketability of such Underlying Mortgaged Property
or (b) encroachments affirmatively covered by the related Title Policy. With respect to each Purchased Asset, the property legally described in the Survey, if any, obtained for the Underlying Mortgaged Property for purposes of the origination
thereof is the same as the property legally described in the Mortgage. 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 sub-clauses (a) and (b) of the preceding sentence. 

(cc) As of the date of the applicable engineering report (which was performed within 12 months prior to the Purchase Date) related to the
Underlying Mortgaged Property and, as of the Purchase Date, the Underlying Mortgaged Property is either (i) in good repair, free and clear of any damage that would materially adversely affect the value of such Underlying Mortgaged Property as
security for such Purchased Asset or the use and operation of the Underlying 







 
Mortgaged Property as it was being used or operated as of the origination date or (ii) escrows in an amount consistent with the standard utilized by Seller with respect to similar loans it
holds for its own account have been established, which escrows will in all events be not less than 100% of the estimated cost of the required repairs. The Underlying Mortgaged Property has not been damaged by fire, wind or other casualty or physical
condition (including, without limitation, any soil erosion or subsidence or geological condition), which damage has not either been fully repaired or fully insured, or for which escrows in an amount consistent with the standard utilized by Seller
with respect to loans it holds for its own account have not been established. 
 (dd) There are no proceedings pending or threatened, for the
partial or total condemnation of the Underlying Mortgaged Property. 
 (ee) The Purchased Assets that are identified as being secured in
whole or in part by a leasehold estate (a “Ground Lease”) (except with respect to any Purchased Asset also secured by the related fee interest in the Underlying Mortgaged Property), satisfy the following conditions: 

 

	 	I.	such Ground Lease or a memorandum thereof has been or will be duly recorded or submitted for recordation in a form that is acceptable for recording in the applicable jurisdiction; such Ground Lease, or other agreement
received by the originator of the Purchased Asset from the ground lessor, provides that the interest of the lessee thereunder may be encumbered by the related Mortgage and does not restrict the use of the Underlying Mortgaged Property by such
lessee, its successors or assigns, in a manner that would adversely affect the security provided by the Mortgage; as of the date of origination of the Purchased Asset (or in the case of a Participation Interest, the Underlying Mortgage Loan), there
was no material change of record in the terms of such Ground Lease with the exception of written instruments that are part of the related Purchased Asset File and there has been no material change in the terms of such Ground Lease since the
recordation of the related Purchased Asset, with the exception of written instruments that are part of the related Purchased Asset File; 

  

	 	II.	such Ground Lease is not subject to any liens or encumbrances superior to, or of equal priority with, the related Mortgage, other than the related fee interest and Permitted Encumbrances and such Ground Lease is, and
shall remain, prior to any mortgage or other lien upon the related fee interest unless a nondisturbance agreement is obtained from the holder of any mortgage on the fee interest that is assignable to or for the benefit of the related lessee and the
related mortgagee; 

  

	 	III.	such Ground Lease provides that upon foreclosure of the related Mortgage or assignment of the Mortgagor’s interest in such Ground Lease in lieu thereof, the mortgagee under such Mortgage is entitled to become the
owner of such interest upon notice to, but without the consent of, the lessor thereunder and, in the event that such mortgagee becomes the owner of such interest, such interest is further assignable by such mortgagee and its successors and assigns
upon notice to such lessor, but without a need to obtain the consent of such lessor; 









	 	IV.	such Ground Lease is in full force and effect and no default of tenant or ground lessor was in existence at origination, or is currently in existence under such Ground Lease, nor at origination was, or is there any
condition that, but for the passage of time or the giving of notice, would result in a default under the terms of such Ground Lease; either such Ground Lease or a separate agreement contains the ground lessor’s covenant that it shall not amend,
modify, cancel or terminate such Ground Lease without the prior written consent of the mortgagee under such Mortgage and any amendment, modification, cancellation or termination of the Ground Lease without the prior written consent of the related
mortgagee, or its successors or assigns is not binding on such mortgagee, or its successor or assigns; 

  

	 	V.	such Ground Lease or other agreement requires that the lessor thereunder will supply an estoppel and give written notice of any material default by the lessee to the mortgagee under the related Mortgage, provided
that such mortgagee has provided the lessor with notice of its lien in accordance with the provisions of such Ground Lease; and such Ground Lease or other agreement provides that no such notice of default and no termination of the Ground Lease in
connection with such notice of default shall be effective against such mortgagee unless such notice of default has been given to such mortgagee and any related Ground Lease contains the ground lessor’s covenant that it will give to the related
mortgagee, or its successors or assigns, any notices it sends to the Mortgagor; 

  

	 	VI.	either (i) the related ground lessor has subordinated its interest in the Underlying Mortgaged Property to the interest of the holder of the Purchased Asset (or in the case of a Participation Interest, the
Underlying Mortgage Loan) or (ii) such Ground Lease or other agreement provides that (A) the mortgagee under the related Mortgage is permitted a reasonable opportunity to cure any default under such Ground Lease that is curable, including
reasonable time to gain possession of the interest of the lessee under the Ground Lease, after the receipt of notice of any such default before the lessor thereunder may terminate such Ground Lease; (B) in the case of any such default that is
not curable by such mortgagee, or in the event of the bankruptcy or insolvency of the lessee under such Ground Lease, such mortgagee has the right, following termination of the existing Ground Lease or rejection thereof by a bankruptcy trustee or
similar party, to enter into a new ground lease with the lessor on substantially the same terms as the existing Ground Lease; and (C) all rights of the Mortgagor under such Ground Lease may be exercised by or on behalf of such mortgagee under
the related Mortgage upon foreclosure or assignment in lieu of foreclosure; 

  

	 	VII.	such Ground Lease has an original term (or an original term plus one or more optional renewal terms that under all circumstances may be exercised, and will be enforceable, by the mortgagee or its assignee) that extends
not less than 20 years beyond the stated maturity date of the related Purchased Asset (or in the case of a Participation Interest, of the Underlying Mortgage Loan); 









	 	VIII.	under the terms of such Ground Lease 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 in
respect of a total or substantially total loss or taking or the portion of the condemnation award allocable to the ground lessee’s interest (other than in respect of a total or substantially total loss or taking as addressed in subpart (IX)))
will be applied either to the repair or restoration of all or part of the Underlying Mortgaged Property, with the mortgagee under such Mortgage or a financially responsible institution acting as trustee appointed by it, or consented to by it, or by
the lessor having the right to hold and disburse such proceeds as the repair or restoration progresses (except in such cases where a provision entitling another party to hold and disburse such proceeds would not be viewed as commercially
unreasonable by a prudent institutional lender), or to the payment in whole or in part of the outstanding principal balance of such Purchased Asset together with any accrued and unpaid interest thereon; 


 

	 	IX.	in the case of a total or substantial 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 Underlying Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the
outstanding principal balance of the Senior Mortgage Loan, together with any accrued interest; 

  

	 	X.	Seller has not received any written notice of default under or notice of termination of such ground lease. To Seller’s knowledge, there is no default under such ground lease and no condition that, but for the
passage of time or giving of notice, would result in a default under the terms of such ground lease and such ground lease is in full force and effect; and 

  

	 	XI.	such Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by Seller; such Ground Lease contains a covenant (or applicable laws provide) that the lessor thereunder
is not permitted, in the absence of an uncured default, to disturb the possession, interest or quiet enjoyment of any lessee in the relevant portion of such Underlying Mortgaged Property subject to such Ground Lease for any reason, or in any manner,
which would materially adversely affect the security provided by the related Mortgage. 

 (ff) An Environmental Site Assessment
meeting ASTM requirements conducted by a reputable environmental consultant relating to each Underlying Mortgaged Property and prepared no earlier than 12 months prior to the Purchase Date was obtained and reviewed by Seller in connection with the
origination of such Purchased Asset and a copy is included in the Purchased Asset File. 
 (gg) There are no adverse circumstances or
conditions with respect to or affecting the Underlying Mortgaged Property that would constitute or result in a material violation of any applicable federal, state or local environmental laws, rules and regulations (collectively,








 
“Environmental Laws”) and such ESA (i) did not reveal any known circumstance or condition that rendered the Underlying Mortgaged Property at the date of the ESA in material
noncompliance with applicable Environmental Laws or the existence of recognized environmental conditions (as such term is defined in ASTM E1527-05 or its successor, hereinafter “Environmental Condition”) or the need for further
investigation, or (ii) if any material noncompliance with Environmental Laws or the existence of an Environmental Condition or need for further investigation was indicated in any such ESA, other than with respect to an Underlying Mortgaged
Property (A) for which environmental insurance is maintained, or (B) that would require (x) any expenditure less than or equal to 5% of the outstanding principal balance of the mortgage loan to achieve or maintain compliance in all
material respects with any Environmental Laws or (y) any expenditure greater than 5% of the outstanding principal balance of such Purchased Asset to achieve or maintain compliance in all material respects with any Environmental Laws for which,
in connection with this clause (y), adequate sums, but in no event less than 125% of the estimated cost as set forth in the Environmental Site Assessment, were reserved in connection with the origination of the Purchased Asset and for which the
related Mortgagor has covenanted to perform, or (iii) as to which the related Mortgagor or one of its affiliates is currently taking or required to take such actions, if any, with respect to such conditions or circumstances as have been
recommended by the Environmental Site Assessment or required by the applicable Governmental Authority, or (iv) as to which another responsible party not related to the Mortgagor with assets reasonably estimated by Seller at the time of
origination to be sufficient to effect all necessary or required remediation identified in a notice or other action from the applicable Governmental Authority is currently taking or required to take such actions, if any, with respect to such
regulatory authority’s order or directive, or (v) as to which the conditions or circumstances identified in the Environmental Site Assessment were investigated further and based upon such additional investigation, an environmental
consultant recommended no further investigation or remediation, or (vi) as to which a party with financial resources reasonably estimated to be adequate to cure the condition or circumstance that would give rise to such material violation
provided a guarantee or indemnity to the related Mortgagor or to the mortgagee to cover the costs of any required investigation, testing, monitoring or remediation, or (vii) as to which the related Mortgagor or other responsible party obtained
a “No Further Action” letter or other evidence reasonably acceptable to a prudent commercial mortgage lender that applicable federal, state, or local Governmental Authorities had no current intention of taking any action, and are not
requiring any action, in respect of such condition or circumstance, or (viii) that would not require substantial cleanup, remedial action or other extraordinary response under any Environmental Laws reasonably estimated to cost in excess of 5%
of the outstanding principal balance of such Purchased Asset; 
 (hh) Such Senior Mortgage Loan is the subject of an environmental insurance
policy, issued by the issuer set forth on Schedule I (the “Policy Issuer”) and effective as of the date thereof (the “Environmental Insurance Policy”), (ii) as of the Cut-off Date the Environmental Insurance
Policy is in full force and effect, there is no deductible and the trustee is a named insured under such policy, (iii)(a) a property condition or engineering report was prepared, if the Underlying Mortgaged Property was constructed prior to 1985,
with respect to asbestos-containing materials (“ACM”) and, if the 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 Underlying Mortgaged Property, the related Mortgagor (A) was required to remediate the identified condition prior to closing the Mortgage Loan or provide
additional security or establish with the mortgagee a reserve in an amount deemed to be sufficient by the Mortgage Loan Seller, for the remediation of the problem, and/or (B) agreed in the Mortgage Loan documents to establish an operations and
maintenance plan after the closing of the Mortgage Loan 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,
the Mortgage Loan 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 Mortgage Loan. 

(ii) Except for any hazardous materials being handled in accordance with applicable Environmental Laws, (A) there exists either
(i) environmental insurance with respect to such Underlying Mortgaged Property or (ii) an amount in an escrow account pledged as security for such Purchased Asset under the relevant Purchased Asset Documents equal to no less than 125% of
the amount estimated in such Environmental Site Assessment as sufficient to pay the cost of such remediation or other action in accordance with such Environmental Site Assessment or (B) one of the statements set forth in clause (A)(ii) above is
true, (i) such Underlying Mortgaged Property is not being used for the treatment or disposal of hazardous materials; (ii) no hazardous materials are being used or stored or generated for off-site
disposal or otherwise present at such Underlying Mortgaged Property other than hazardous materials of such types and in such quantities as are customarily used or stored or generated for off-site disposal or
otherwise present in or at properties of the relevant property type; and (iii) such Underlying Mortgaged Property is not subject to any environmental hazard (including, without limitation, any situation involving hazardous materials) that under
the Environmental Laws would have to be eliminated before the sale of, or that could otherwise reasonably be expected to adversely affect in more than a de minimis manner the value or marketability of, such Underlying Mortgaged Property. 

(jj) The related Mortgage or other Purchased Asset Documents contain covenants on the part of the related Mortgagor requiring its compliance
with any present or future federal, state and local Environmental Laws and regulations in connection with the Underlying Mortgaged Property. The related Mortgagor (or an affiliate thereof) has agreed to indemnify, defend and hold Seller, and its
successors and assigns (or in the case of a Participation Interest, the lender of record), harmless from and against any and all losses, liabilities, damages, penalties, fines, expenses and claims of whatever kind or nature (including
attorneys’ fees and costs) imposed upon or incurred by or asserted against any such party resulting from a breach of the environmental representations, warranties or covenants given by the related Mortgagor in connection with such Purchased
Asset. 
 (kk) For each of the Purchased Assets that is covered by environmental insurance, each environmental insurance policy is in an
amount equal to 125% of the outstanding principal balance of the related Purchased Asset and has a term ending no sooner than the date that is five 







 
years after the maturity date (or, in the case of an ARD Loan, the final maturity date) of the related Purchased Asset. All environmental assessments or updates that were in the possession of
Seller and that relate to an Underlying Mortgaged Property as being insured by an environmental insurance policy have been delivered to or disclosed to the environmental insurance carrier issuing such policy prior to the issuance of such policy.

 (ll) As of the date of origination of the related Purchased Asset, and, as of the Purchase Date, the Underlying Mortgaged Property is
covered by insurance policies providing the coverage described below and the Purchased Asset Documents permit the mortgagee to require the coverage described below. All premiums with respect to the insurance policies insuring each Underlying
Mortgaged Property have been paid in a timely manner or escrowed to the extent required by the Purchased Asset Documents, and Seller has not received any notice of cancellation or termination. The relevant Purchased Asset File contains the insurance
policy required for such Purchased Asset or a certificate of insurance for such insurance policy. Each Mortgage requires that the Underlying Mortgaged Property and all improvements thereon be covered by insurance policies providing (a) coverage
in the amount of the lesser of full replacement cost of such Underlying Mortgaged Property and the outstanding principal balance of the related Purchased Asset (subject to customary deductibles) for fire and extended perils included within the
classification “All Risk of Physical Loss” in an amount sufficient to prevent the Mortgagor from being deemed a co-insurer and to provide coverage on a full replacement cost basis of such Underlying
Mortgaged Property (in some cases exclusive of foundations and footings) with an agreed amount endorsement to avoid application of any coinsurance provision; such policies contain a standard mortgagee clause naming mortgagee and its successor in
interest as additional insureds or loss payee, as applicable; (b) business interruption or rental loss insurance in an amount at least equal to (i) 12 months of operations, with an extended indemnity for twelve (12) additional months
after the Underlying Mortgaged Property is repaired or rebuilt as a result of casualty or condemnation or (ii) in some cases all rents and other amounts customarily insured under this type of insurance of the Underlying Mortgaged Property;
(c) flood insurance (if any portion of the improvements on the Underlying Mortgaged Property is located in an area identified by the Federal Emergency Management Agency (“FEMA”), with respect to certain Purchased Assets and the
Secretary of Housing and Urban Development with respect to other mortgage loans, as having special flood hazards) in an amount not less than amounts prescribed by FEMA; (d) workers’ compensation, if required by law; (e) comprehensive
general liability insurance in an amount equal to not less than $1,000,000; all such insurance policies contain clauses providing they are not terminable and may not be terminated without thirty (30) days prior written notice to the mortgagee
(except where applicable law requires a shorter period or except for nonpayment of premiums, in which case not less than ten (10) days prior written notice to the mortgagee is required). In addition, each Mortgage permits the related mortgagee
to make premium payments to prevent the cancellation thereof and shall entitle such mortgagee to reimbursement therefor. Any insurance proceeds in respect of a casualty, loss or taking will be applied either to the repair or restoration of all or
part of the Underlying Mortgaged Property or the payment of the outstanding principal balance of the related Purchased Asset together with any accrued interest thereon. The Underlying Mortgaged Property is insured by an insurance policy, issued by
an insurer meeting the requirements of such Purchased Asset (or in the case of a Participation Interest, of the Underlying Mortgage Loan) and having a claims-paying or financial strength rating of at least A:X
from A.M. Best Company or “A” (or the equivalent) from S&P, Fitch or Moody’s. 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 the
probable maximum loss (“PML”) for the Underlying Mortgaged Property in the event of an earthquake. In such instance, the PML was based on a return period of not less than 100 years, an exposure period of 50 years and a 10%
probability of exceedence. If the resulting report concluded that the PML 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:X by A.M. Best Company or “A” (or the equivalent) from S&P, Fitch or Moody’s. The insurer issuing each of the foregoing insurance policies is qualified to write insurance in the jurisdiction where the Underlying Mortgaged
Property is located. 
 (mm) All amounts required to be deposited by each Mortgagor at origination under the related Purchased Asset
Documents have been deposited at origination and there are no deficiencies with regard thereto. 
 (nn) Whether or not a Purchased Asset was
originated by Seller, with respect to each Purchased Asset originated by Seller and each Purchased Asset originated by any Person other than Seller, as of the date of origination of the related Purchased Asset, and, with respect to each Purchased
Asset originated by Seller and any subsequent holder of the Purchased Asset, as of the Purchase Date, there are no actions, suits, arbitrations or governmental investigations or proceedings by or before any court or other Governmental Authority or
agency now pending against or affecting the Mortgagor or guarantor under any Purchased Asset or any of the Mortgaged Properties that, if determined against such Mortgagor or such Underlying Mortgaged Property, would materially and adversely affect
the value of such Underlying Mortgaged Property, the security intended to be provided with respect to the related Purchased Asset, the ability of such Mortgagor and/or the current use or operation of such Underlying Mortgaged Property to generate
net cash flow to pay principal, interest and other amounts due under the related Purchased Asset, title to the Underlying Mortgaged Property, the validity or enforceability of the Mortgage, such guarantor’s ability to perform under the related
guaranty; and there are no such actions, suits or proceedings threatened against such Mortgagor. 
 (oo) Each Purchased Asset complied at
origination, in all material respects, with all of the terms, conditions and requirements of Seller’s underwriting standards applicable to such Purchased Asset and since origination, the Purchased Asset has been serviced in all material
respects in a legal manner in conformance with Seller’s servicing standards. 
 (pp) The originator of the Purchased Asset or Seller has
inspected or caused to be inspected each Underlying Mortgaged Property within the 12 months prior to the Purchase Date. 
 (qq) The Purchased
Asset Documents require the Mortgagor to provide the holder of the Purchased Asset with quarterly and annual operating statements, financial statements and quarterly (other than for single-tenant properties) rent rolls for Underlying Mortgaged
Properties that have leases contributing more than 5% of the in-place base rent and annual financial statements, which annual financial statements (i) with respect to each Senior Mortgage Loan with more than one Mortgagor are in the form of an
annual combined balance sheet of the Mortgagor entities (and no other entities), together with the related combined statements of operations, members’ capital and cash flows, including a combining balance sheet and statement








 
of income for the Underlying Mortgaged Properties on a combined basis and (ii) for each Senior Mortgage Loan with an original principal balance greater than $50 million shall be audited by
an independent certified public accountant upon the request of the owner or holder of the Mortgage. 
 (rr) All escrow deposits and payments
required by the terms of each Purchased Asset are in the possession, or under the control of Seller (or in the case of a participation interest, the servicer of the related mortgage loan), and all amounts required to be deposited by the applicable
Mortgagor under the related Purchased Asset Documents have been deposited, and there are no deficiencies with regard thereto (subject to any applicable notice and cure period). All of Seller’s interest in such escrows and deposits will be
conveyed by Seller to Buyer hereunder. 
 (ss) Each Mortgagor with respect to a Purchased Asset is an entity whose organizational documents
or related Purchased Asset Documents provide that it is, and at least so long as the Purchased Asset is outstanding will continue to be, a Single Purpose Entity. Both the Purchased Asset Documents and the organizational documents of the Mortgagor
with respect to each Senior Mortgage Loan with a principal balance as of the Purchase Date in excess of $5,000,000 provide that the Mortgagor is a Single Purpose Entity, and each Senior Mortgage Loan with a principal balance as of the Purchase Date
of $20,000,000 or more has a counsel’s opinion regarding non-consolidation of the Mortgagor. For this purpose, “Single Purpose Entity” shall mean a Person, other than an individual, whose organizational documents provide that it shall
engage solely in the business of owning and operating the Underlying Mortgaged Property and that does not engage in any business unrelated to such property and the financing thereof, does not have any assets other than those related to its interest
in the Underlying Mortgaged Property or the financing thereof or any indebtedness other than as permitted by the related Mortgage or other Purchased Asset Documents, and the organizational documents of which require that it have its own separate
books and records and its own accounts, in each case that are separate and apart from the books and records and accounts of any other Person, except as permitted by the related Mortgage or other Purchased Asset Documents, and that it holds itself
out as a legal entity, separate and apart from any other person or entity. 
 (tt) Each of the Purchased Assets contain a “due on
sale” clause, which provides for the acceleration of the payment of the unpaid principal balance of the Purchased Asset (or in the case of a Participation Interest, of the related mortgage loan) if, without the prior written consent of the
holder of the Purchased Asset (or in the case of an A-note or a Participation Interest, of the holder of title to the Underlying Mortgage Loan), the property subject to the Mortgage, or any controlling interest therein, is directly or indirectly
transferred or sold (except that it may provide for transfers by devise, descent or operation of law upon the death of a member, manager, general partner or shareholder of a Mortgagor and that it may provide for assignments subject to the Purchased
Asset holder’s approval of transferee, transfers to affiliates, transfers to family members for estate planning purposes, transfers among existing members, partners or shareholders in Mortgagors or transfers of passive interests so long as the
key principals or general partner retains control). The Purchased Asset Documents contain a “due on encumbrance” clause, which provides for the acceleration of the payment of the unpaid principal balance of the Purchased Asset if the
property subject to the Mortgage or any controlling interest in the Mortgagor is further pledged or encumbered, unless the prior written consent of the holder of the Purchased Asset is obtained (except that it may provide for assignments subject to
the Purchased Asset holder’s approval of transferee, transfers to affiliates or transfers of passive 







 
interests so long as the key principals or general partner retains control). The Mortgage requires the Mortgagor to pay, to the extent any Rating Agency fees are incurred in connection with the
review of and consent to any transfer or encumbrance, such fees, along with all other reasonable fees and expenses incurred by the Mortgagee relative to such transfer or encumbrance all reasonable fees and expenses associated with securing the
consent or approval of the holder of the Mortgage for a waiver of a “due on sale” or “due on encumbrance” clause or a defeasance provision. As of the Purchase Date, Seller holds no preferred equity interest in any Mortgagor and
Seller holds no mezzanine debt related to such Underlying Mortgaged Property. 
 (uu) Each Purchased Asset containing provisions for
defeasance of mortgage collateral requires either (a) the prior written consent of, and compliance with the conditions set by, the holder of the Purchased Asset to any defeasance, or (b)(i) the replacement collateral consist of U.S.
“government securities,” within the meaning of Treasury Regulations Article 1.860 G-2(a)(8)(i), in an amount sufficient to make all scheduled payments under the Mortgage Note when due (up to the
maturity date for the related Purchased Asset, the Anticipated Repayment Date for ARD Loans or the date on which the Mortgagor may prepay the related Purchased Asset without payment of any prepayment penalty); (ii) the loan may be assumed by a
Single Purpose Entity approved by the holder of the Purchased Asset; (iii) counsel provide an opinion that the trustee has a perfected security interest in such collateral prior to any other claim or interest; and (iv) such other documents
and certifications as the mortgagee may reasonably require, which may include, without limitation, (A) a certification that the purpose of the defeasance is to facilitate the disposition of the mortgaged real property or any other customary
commercial transaction and not to be part of an arrangement to collateralize a REMIC offering with obligations that are not real estate mortgages and (B) a certification from an independent certified public accountant that the collateral is
sufficient to make all scheduled payments under the Mortgage Note when due. Each Purchased Asset containing provisions for defeasance provides that, in addition to any cost associated with defeasance, the related Mortgagor shall pay, as of the date
the mortgage collateral is defeased, all scheduled and accrued interest and principal due as well as an amount sufficient to defease in full the Purchased Asset. In addition, if the related Purchased Asset permits defeasance, then the mortgage loan
documents provide that the related Mortgagor shall (x) pay all reasonable fees associated with the defeasance of the Purchased Asset and all other reasonable expenses associated with the defeasance, or (y) provide all opinions required
under the related Purchased Asset Documents, including a REMIC opinion, and any applicable rating agency letters confirming that no downgrade or qualification shall occur as a result of the defeasance. If the Senior Mortgage Loan permits partial
releases of the Underlying Mortgaged Property in connection with partial defeasance, the revenues from the collateral will be sufficient to pay all such scheduled payments calculated on a principal amount equal to a specified percentage at least
equal to 115% of the allocated loan amount for the Underlying Mortgaged Property to be released and the defeasance collateral is not permitted to be subject to prepayment, call, or early redemption. If the Mortgagor would continue to own assets in
addition to the defeasance collateral, the portion of the Senior Mortgage Loan secured by defeasance collateral is required to be assumed by a Single-Purpose Entity and the Mortgagor is required to deliver an opinion of counsel that Buyer has a
perfected security interest in such collateral prior to any other claim or interest. 







 (vv) In the event that a Purchased Asset is secured by more than one Underlying Mortgaged
Property, then, in connection with a release of less than all of such Mortgaged Properties, an Underlying Mortgaged Property may not be released as collateral for the related Purchased Asset unless, in connection with such release, an amount equal
to not less than 125% of the Allocated Loan Amount for such Underlying Mortgaged Property is prepaid or, in the case of a defeasance, an amount equal to 125% of the Allocated Loan Amount is defeased through the deposit of replacement collateral (as
contemplated in clause (vv) hereof) sufficient to make all scheduled payments with respect to such defeased amount, or such release is otherwise in accordance with the terms of the Purchased Asset Documents. With respect to any partial release,
either: (x) such release of collateral (i) would not constitute a “significant modification” of the Senior Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b)(2) and (ii) would not cause the
subject Mortgage Loan or AB Whole Loan to fail to be a “qualified mortgage” within the meaning of Section 860G(a)(3)(A) of the Code; or (y) the mortgagee or servicer can, in accordance with the related Purchased 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 (x). For purposes of the preceding clause (x), for any Senior Mortgage
Loan originated after December 6, 2010, 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 Senior Mortgage Loan
outstanding after the release, the Mortgagor is required to make a payment of principal in an amount not less than the amount required by the REMIC Provisions. 

In the case of any Senior Mortgage Loan originated after December 6, 2010, in the event of a taking of any portion of an 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 Senior Mortgage Loan in an amount not less than the
amount required by the REMIC Provisions and, to such extent, the award for any such taking may not be required to be applied to the restoration of the Underlying Mortgaged Property or 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 Senior Mortgage Loan. 
 In the case of any Senior Mortgage Loan originated after
December 6, 2010, no such Senior Mortgage Loan that is secured by more than one Underlying Mortgaged Property or that is cross-collateralized with another Senior Mortgage Loan permits the release of cross-collateralization of the Underlying
Mortgaged Properties or a portion thereof, including due to a partial condemnation, other than in compliance with the loan-to-value ratio and other requirements of the REMIC provisions of the Code. 

(ww) Each Underlying Mortgaged Property is owned in fee by the related Mortgagor, with the exception of (i) Mortgaged Properties that are
secured in whole or in a part by a Ground Lease and (ii) out-parcels, and is used and occupied for commercial or multifamily residential purposes in accordance with applicable law. 

(xx) Any material non-conformity with applicable zoning laws constitutes a legal non-conforming use or structure that, in the event of casualty or destruction, may be restored or repaired to the full extent of the use or structure at the time of such casualty, or for which law and ordinance
insurance coverage has been obtained in amounts consistent with the standards utilized by Seller. 







 (yy) Neither Seller nor any affiliate thereof has any obligation to make any capital
contributions to the related Mortgagor under the Purchased Asset. The Purchased Asset was not originated for the sole purpose of financing the construction of incomplete improvements on the Underlying Mortgaged Property. 

(zz) If the related Mortgage or other Purchased Asset Documents provide for a grace period for delinquent monthly payments, such grace period
is no longer than ten (10) day from the applicable payment date. 
 (aaa) The following statements are true with respect to the
Underlying Mortgaged Property: (a) the Underlying Mortgaged Property is located on or adjacent to a dedicated road or has access to an irrevocable easement permitting ingress and egress and (b) the Underlying Mortgaged Property is served
by public or private utilities, water and sewer (or septic facilities) and otherwise appropriate for the use in which the Underlying Mortgaged Property is currently being utilized. 

(bbb) None of the Purchased Asset Documents contain any provision that expressly excuses the related borrower from obtaining and maintaining
insurance coverage for acts of terrorism and, in circumstances where terrorism insurance is not expressly required, the mortgagee is not prohibited from requesting that the related borrower maintain such insurance, in each case, to the extent such
insurance coverage is generally available for like properties in such jurisdictions at commercially reasonable rates. Each Underlying Mortgaged Property is insured by an “all-risk” casualty insurance
policy that does not contain an express exclusion for (or, alternatively, is covered by a separate policy that insures against property damage resulting from) acts of terrorism. 

(ccc) An appraisal of the Underlying Mortgaged Property was conducted in connection with the origination of such Purchased Asset (or in the
case of a participation interest, the date of origination of the Underlying Mortgage Loan), and such appraisal satisfied the guidelines in Title XI of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, in either case as in
effect on the date such Purchased Asset (or in the case of a participation interest, the Underlying Mortgage Loan) was originated. The appraisal date is within six (6) months of the Senior Mortgage Loan origination date, and within twelve
(12) months of the Purchase Date. The appraisal is signed by an appraiser who is a Member of the Appraisal Institute (“MAI”) and, to Seller’s knowledge, had no interest, direct or indirect, in the Underlying Mortgaged
Property or the Mortgagor or in any loan made on the security thereof, and whose compensation is not affected by the approval or disapproval of the Senior Mortgage Loan. 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. 

(ddd) [Reserved]. 







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

(fff) 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 one hundred eighty (180) days of the date of origination of the related Senior Mortgage Loan. Seller has obtained 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 one hundred eighty (180) days of the date of origination of the related Senior
Mortgage Loan. The 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, it being understood that for Mortgaged Properties acquired with the proceeds of a Senior Mortgage Loan, operating histories may not have been available. 

(ggg) Seller has obtained an organizational chart or other description of each Mortgagor which identifies all beneficial controlling owners of
the Mortgagor (i.e., managing members, general partners or similar controlling person for such Mortgagor) (the “Controlling Owner”) and all owners that hold a 20% or greater direct ownership share (i.e., the
“Major Sponsors”). Seller (1) 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 for at least ten (10)







 
years regarding any bankruptcies or other insolvencies, any felony convictions, and (2) performed or caused to be performed searches of the public records or services such as Lexis/Nexis, or
a similar service designed to elicit information about each Controlling Owner, Major Sponsor and guarantor regarding such Controlling Owner’s, Major Sponsor’s or guarantor’s prior history for at least 10 years regarding any
bankruptcies or other insolvencies, any felony convictions, and provided, however, that records searches were limited to the last ten (10) years. ((1) and (2) collectively, the “Sponsor Diligence”).
Based solely on the Sponsor Diligence, to the knowledge of Seller, no Major Sponsor or guarantor (i) was in a state of 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. 
 (hhh) With respect to each Senior Mortgage Loan predominantly secured by a
retail, office or industrial property leased to a single tenant, the Mortgage Loan Seller reviewed such estoppel obtained from such tenant no earlier than 90 days prior to the origination date of the related Mortgage Loan, and to the Mortgage Loan
Seller’s knowledge based solely on the related estoppel certificate, the related lease is in full force and effect or if not in full force and effect the related space was underwritten as vacant, subject to customary reservations of
tenant’s rights, such as, without limitation, with respect to CAM and pass-through audits and verification of landlord’s compliance with co-tenancy provisions. With respect to each Mortgage Loan predominantly secured by a retail, office or
industrial property, the Mortgage Loan Seller has received lease estoppels executed within 90 days of the origination date of the related Mortgage Loan that collectively account for at least 65% of the in-place base rent for the Underlying Mortgaged
Property or set of cross-collateralized properties that secure a Mortgage Loan that is represented on the Certified Rent Roll. To the Mortgage Loan Seller’s knowledge, each lease represented on the Certified Rent Roll is in full force and
effect, subject 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. 

(iii) Such Senior Mortgage Loan is not cross-collateralized or cross-defaulted with any other Asset that is not subject to a Transaction. 

(jjj) No advance of funds has been made by Seller to the related Mortgagor, and no funds have been received from any person other than the
related Mortgagor or an affiliate, directly, or, to the knowledge of Seller, indirectly for, or on account of, payments due on the Senior Mortgage Loan. Neither Seller nor any Affiliate thereof has any obligation to make any capital contribution to
any Mortgagor under the Senior Mortgage Loan, other than contributions made on or prior to the Purchase Date. 
 (kkk) Seller has complied
with its internal procedures with respect to all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 in connection with the origination of the Senior Mortgage Loan. 

Defined Terms 
 As used in this Exhibit: 







 The term “Allocated Loan Amount” shall mean, for each Underlying Mortgaged
Property, the portion of principal of the related Purchased Asset allocated to such Mortgaged Property for certain purposes (including determining the release prices of properties, if permitted) under such Purchased Asset as set forth in the related
loan documents. There can be no assurance, and it is unlikely, that the Allocated Loan Amounts represent the current values of individual Mortgaged Properties, the price at which an individual Underlying Mortgaged Property could be sold in the
future to a willing buyer or the replacement cost of the Mortgaged Properties. 
 The term “Anticipated Repayment Date”
shall mean, with respect to any Purchased Asset that is indicated on the Purchased Asset Schedule as having a Revised Rate, the date upon which such Purchased Asset commences accruing interest at such Revised Rate. 

The term “Assignment of Leases” shall have the meaning specified in paragraph 10 of this Exhibit VI. 

The term “Assignment of Mortgage” shall mean, with respect to any Mortgage, an assignment of the mortgage, notice of transfer
or equivalent instrument in recordable form, sufficient under the laws of the jurisdiction wherein the related property is located to reflect the assignment and pledge of the Mortgage, subject to the terms, covenants and provisions of this
Agreement. 
 The term “ARD Loan” shall mean any Purchased Asset that provides that if the unamortized principal balance
thereof is not repaid on its Anticipated Repayment Date, such Purchased Asset will accrue Excess Interest at the rate specified in the related Mortgage Note and the Mortgagor is required to apply excess monthly cash flow generated by the Underlying
Mortgaged Property to the repayment of the outstanding principal balance on such Purchased Asset. 
 The term “Due Date”
shall mean the day of the month set forth in the related Mortgage Note on which each monthly payment of interest and/or principal thereon is scheduled to be first due. 

The term “Environmental Site Assessment” shall mean a Phase I environmental report meeting the requirements of the American
Society for Testing and Materials, and, if in accordance with customary industry standards a reasonable lender would require it, a Phase II environmental report, each prepared by a licensed third party professional experienced in environmental
matters. 
 The term “Excess Cash Flow” shall mean the cash flow from the Underlying Mortgaged Property securing an ARD
Loan after payments of interest (at the Mortgage Interest Rate) and principal (based on the amortization schedule), and (a) required payments for the tax and insurance fund and ground lease escrows fund, (b) required payments for the
monthly debt service escrows, if any, (c) payments to any other required escrow funds and (d) payment of operating expenses pursuant to the terms of an annual budget approved by the servicer and discretionary (lender approved) capital
expenditures. 







 The term “Excess Interest” shall mean any accrued and deferred interest on an
ARD Loan in accordance with the following terms. Commencing on the respective Anticipated Repayment Date each ARD Loan (pursuant to its existing terms or a unilateral option, as defined in Treasury Regulations under Article 1001 of the Code, in the
Purchased Assets exercisable during the term of the Purchased Asset) generally will bear interest at a fixed rate (the “Revised Rate”) per annum equal to the Mortgage Interest Rate plus a percentage specified in the related
Purchased Asset Documents. Until the principal balance of each such Purchased Asset has been reduced to zero (pursuant to its existing terms or a unilateral option, as defined in Treasury Regulations under Article 1001 of the Code, in the Purchased
Assets exercisable during the term of the mortgage loan), such Purchased Asset will only be required to pay interest at the Mortgage Interest Rate and the interest accrued at the excess of the related Revised Rate over the related Mortgage Interest
Rate will be deferred (such accrued and deferred interest and interest thereon, if any, is “Excess Interest”). 
 The term
“Mortgage Interest Rate” shall mean the fixed rate, or the formula applicable to determine the floating rate, of interest per annum that each Purchased Asset bears as of the Purchase Date. 

The term “Permitted Encumbrances” shall mean: 
  

	 	I.	the lien of current real property taxes, water charges, sewer rents and assessments not yet delinquent or accruing interest or penalties; 


 

	 	II.	covenants, conditions and restrictions, rights of way, easements and other matters of public record acceptable to mortgage lending institutions generally and referred to in the related mortgagee’s title insurance
policy; 

  

	 	III.	other matters to which like properties are commonly subject and which are acceptable to mortgage lending institutions generally, and 


 

	 	IV.	the rights of tenants, as tenants only, whether under ground leases or space leases at the Underlying Mortgaged Property 


that together do not materially and adversely affect the related Mortgagor’s ability to timely make payments on the related Purchased
Asset, which do not materially interfere with the benefits of the security intended to be provided by the related Mortgage or the use, for the use currently being made, the operation as currently being operated, enjoyment, value or marketability of
such Underlying Mortgaged Property, provided, however, that, for the avoidance of doubt, Permitted Encumbrances shall exclude all pari passu, second, junior and subordinated mortgages but shall not exclude mortgages that secure
Purchased Assets that are cross-collateralized with other Purchased Assets. 
 The term
“Revised Rate” shall mean, with respect to those Purchased Assets on the Purchased Asset Schedule indicated as having a revised rate, the increased interest rate after the Anticipated Repayment Date (in the absence of a default) for
each applicable Purchased Asset, as calculated and as set forth in the related Purchased Asset. 







 REPRESENTATIONS AND WARRANTIES 

REGARDING EACH INDIVIDUAL PURCHASED ASSET 

THAT IS A JUNIOR MORTGAGE LOAN 

(OTHER THAN A PARTICIPATION INTEREST) 

(a) The information set forth in the Purchased Asset Schedule is complete, true and correct in all material respects. 

(b) There exists no material default, breach, violation or event of acceleration (and no event that, with the passage of time or the giving of
notice, or both, would constitute any of the foregoing) under the documents evidencing or securing the Purchased Asset, in any such case to the extent the same materially and adversely affects the value of the Purchased Asset and the related
underlying real property. 
 (c) Except with respect to the enforceability of any provisions requiring the payment of default interest, late
fees, additional interest, prepayment premiums or yield maintenance charges, neither the Purchased Asset nor any of the related Purchased Asset Documents is subject to any right of rescission, set-off,
abatement, diminution, valid counterclaim or defense, including the defense of usury, nor will the operation of any of the terms of any such Purchased Asset Documents, or the exercise (in compliance with procedures permitted under applicable law) of
any right thereunder, render any Purchased Asset Documents subject to any right of rescission, set-off, abatement, diminution, valid counterclaim or defense, including the defense of usury (subject to anti-deficiency or one form of action laws and to bankruptcy, receivership, conservatorship, reorganization, insolvency, moratorium or other similar laws affecting the enforcement of creditor’s rights generally
and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law)), and no such right of rescission, set-off, abatement, diminution, valid
counterclaim or defense has been asserted with respect thereto. 
 (d) The Purchased Asset Documents have been duly and properly executed by
the originator of the Purchased Asset, and each is the legal, valid and binding obligation of the parties thereto, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization,
receivership, moratorium or other laws relating to or affecting the rights of creditors generally and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). The Purchased Asset is
not usurious. 
 (e) The terms of the related Purchased Asset Documents have not been impaired, waived, altered or modified in any material
respect (other than by a written instrument that is included in the related Purchased Asset File). 
 (f) The assignment of the Purchased
Asset constitutes the legal, valid and binding assignment of such Purchased Asset from Seller to or for the benefit of Buyer enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency,
reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). 







 (g) All representations and warranties in the Purchased Asset Documents and in the underlying
documents for the performing commercial mortgage loan secured by a first lien on a multifamily or commercial property to which such Purchased Asset relates are true and correct in all material respects. 

(h) The servicing and collection practices used by Seller for the Purchased Asset have complied with applicable law in all material respects
and are consistent with those employed by prudent servicers of comparable Purchased Assets. 
 (i) Seller is not a debtor in any state or
federal bankruptcy or insolvency proceeding. 
 (j) As of the Purchase Date, there is no payment default, giving effect to any applicable
notice and/or grace period, and there is no other material default under any of the related Purchased Asset Documents, giving effect to any applicable notice and/or grace period; no such material default or breach has been waived by Seller or on its
behalf or, by Seller’s predecessors in interest with respect to the Purchased Assets; and no event has occurred that, with the passing of time or giving of notice would constitute a material default or breach; provided, however,
that the representations and warranties set forth in this sentence do not cover any default, breach, violation or event of acceleration that specifically pertains to or arises out of any subject matter otherwise covered by any other representation
or warranty made by Seller in this Exhibit VI. No Purchased Asset has been accelerated and no foreclosure or power of sale proceeding has been initiated in respect of the related Mortgage. Seller has not waived any material claims
against the related Mortgagor under any non-recourse exceptions contained in the Mortgage Note. 

(k) No Purchased Asset has been satisfied, canceled, subordinated (except to the senior mortgage loan from which the Purchased Asset is
derived), released or rescinded, in whole or in part, and the related Mortgagor has not been released, in whole or in part, from its obligations under any related Purchased Asset Document. 







 REPRESENTATIONS AND WARRANTIES 

REGARDING EACH INDIVIDUAL PURCHASED ASSET THAT IS A 

PARTICIPATION INTEREST 

(a) The representations and warranties set forth in this Exhibit VI regarding the Senior Mortgage Loan or Junior Mortgage Loan from
which the Purchased Asset is derived shall be deemed incorporated herein in respect of such senior mortgage loan, provided, however, that, in the event that such senior mortgage loan was not originated by Seller or an Affiliate of
Seller, Seller shall be deemed to be making the representations set forth in this Exhibit VI with respect to such senior mortgage loan to the best of Seller’s knowledge. 

(b) The information set forth in the Purchased Asset Schedule is complete, true and correct in all material respects. 

(c) There exists no material default, breach, violation or event of acceleration (and no event that, with the passage of time or the giving of
notice, or both, would constitute any of the foregoing) under the documents evidencing or securing the Purchased Asset, in any such case to the extent the same materially and adversely affects the value of the Purchased Asset and the related
underlying real property. 
 (d) Except with respect to the enforceability of any provisions requiring the payment of default interest, late
fees, additional interest, prepayment premiums or yield maintenance charges, neither the Purchased Asset nor any of the related Purchased Asset Documents is subject to any right of rescission, set-off,
abatement, diminution, valid counterclaim or defense, including the defense of usury, nor will the operation of any of the terms of any such Purchased Asset Documents, or the exercise (in compliance with procedures permitted under applicable law) of
any right thereunder, render any Purchased Asset Documents subject to any right of rescission, set-off, abatement, diminution, valid counterclaim or defense, including the defense of usury (subject to anti-deficiency or one form of action laws and to bankruptcy, receivership, conservatorship, reorganization, insolvency, moratorium or other similar laws affecting the enforcement of creditor’s rights generally
and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law)), and no such right of rescission, set-off, abatement, diminution, valid
counterclaim or defense has been asserted with respect thereto. 
 (e) The Purchased Asset Documents have been duly and properly executed by
the originator of the Purchased Asset, and each is the legal, valid and binding obligation of the parties thereto, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization,
receivership, moratorium or other laws relating to or affecting the rights of creditors generally and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). The Purchased Asset is
not usurious. 
 (f) The terms of the related Purchased Asset Documents have not been impaired, waived, altered or modified in any material
respect (other than by a written instrument that is included in the related Purchased Asset File). 







 (g) The assignment of the Purchased Asset constitutes the legal, valid and binding assignment of
such Purchased Asset from Seller to or for the benefit of Buyer enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws relating to or
affecting the rights of creditors generally and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). 

(h) All representations and warranties in the Purchased Asset Documents and in the underlying documents for the performing commercial mortgage
loan secured by a first lien on a multifamily or commercial property to which such Purchased Asset relates are true and correct in all material respects. 

(i) The servicing and collection practices used by Seller for the Purchased Asset have complied with applicable law in all material respects
and are consistent with those employed by prudent servicers of comparable Purchased Assets. 
 (j) Seller is not a debtor in any state or
federal bankruptcy or insolvency proceeding. 
 (k) As of the Purchase Date, there is no payment default, giving effect to any applicable
notice and/or grace period, and there is no other material default under any of the related Purchased Asset Documents, giving effect to any applicable notice and/or grace period; no such material default or breach has been waived by Seller or on its
behalf or by Seller’s predecessors in interest with respect to the Purchased Assets; and no event has occurred that, with the passing of time or giving of notice would constitute a material default or breach; provided, however, that the
representations and warranties set forth in this sentence do not cover any default, breach, violation or event of acceleration that specifically pertains to or arises out of any subject matter otherwise covered by any other representation or
warranty made by Seller in this Exhibit VI. No Purchased Asset has been accelerated and no foreclosure or power of sale proceeding has been initiated in respect of the related Mortgage. Seller has not waived any material claims against the related
Mortgagor under any non-recourse exceptions contained in the Mortgage Note. 
 (l) No Purchased Asset
has been satisfied, canceled, subordinated (except to the senior mortgage loan from which the Purchased Asset is derived), released or rescinded, in whole or in part, and the related Mortgagor has not been released, in whole or in part, from its
obligations under any related Purchased Asset Document. 







 REPRESENTATIONS AND WARRANTIES 

REGARDING PURCHASED ASSETS CONSISTING  

OF MEZZANINE LOANS 

(a) The Mezzanine Loan is a performing mezzanine loan secured by a pledge of all of the Capital Stock of a Mortgagor that owns income producing
commercial real estate. 
 (b) As of the Purchase Date, such Mezzanine Loan complies in all material respects with, or is exempt from, all
requirements of federal, state or local law relating to such Mezzanine Loan. 
 (c) Immediately prior to the sale, transfer and assignment to
Buyer thereof, Seller had good and marketable title to, and was the sole owner and holder of, such Mezzanine Loan, and Seller is transferring such Mezzanine Loan free and clear of any and all liens, pledges, encumbrances, charges, security interests
or any other ownership interests of any nature encumbering such Mezzanine Loan. Upon consummation of the purchase contemplated to occur in respect of such Mezzanine Loan on the Purchase Date therefor, Seller will have validly and effectively
conveyed to Buyer all legal and beneficial interest in and to such Mezzanine Loan free and clear of any pledge, lien, encumbrance or security interest. 

(d) No fraudulent acts were committed by Seller in connection with its acquisition or origination of such Mezzanine Loan nor were any
fraudulent acts committed by any Person in connection with the origination of such Mezzanine Loan. 
 (e) All information contained in the
related Due Diligence Package (or as otherwise provided to Buyer) in respect of such Mezzanine Loan is accurate and complete in all material respects. 

(f) Except as included in the Due Diligence Package, Seller is not a party to any document, instrument or agreement, and there is no document,
that by its terms modifies or affects the rights and obligations of any holder of such Mezzanine Loan and Seller has not consented to any material change or waiver to any term or provision of any such document, instrument or agreement and no such
change or waiver exists. 
 (g) Such Mezzanine Loan is presently outstanding, the proceeds thereof have been fully and properly disbursed
and, except for amounts held in escrow by Seller, there is no requirement for any future advances thereunder. 
 (h) Seller has full right,
power and authority to sell and assign such Mezzanine Loan and such Mezzanine Loan or any related Mezzanine Note has not been cancelled, satisfied or rescinded in whole or part nor has any instrument been executed that would effect a cancellation,
satisfaction or rescission thereof. 







 (i) Other than consents and approvals obtained as of the related Purchase Date or those already
granted in the documentation governing such Mezzanine Loan (the “Mezzanine Loan Documents”), no consent or approval by any Person is required in connection with Seller’s sale and/or Buyer’s acquisition of such Mezzanine
Loan, for Buyer’s exercise of any rights or remedies in respect of such Mezzanine Loan or for Buyer’s sale, pledge or other disposition of such Mezzanine Loan. No third party holds any “right of first refusal”, “right of
first negotiation”, “right of first offer”, purchase option, or other similar rights of any kind, and no other impediment exists to any such transfer or exercise of rights or remedies. 

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

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

(l) The Underlying Property Owner has good and marketable title to the Underlying Mortgaged Property, no claims under the title policies
insuring the Underlying Property Owner’s title to the Properties have been made, and the Underlying Property Owner has not received any written notice regarding any material violation of any easement, restrictive covenant or similar instrument
affecting the Underlying Mortgaged Property. 
 (m) The representations and warranties made by the borrower (the “Mezzanine
Borrower”) in the Mezzanine Loan Documents were true and correct in all material respects as of the date such representations and warranties were stated to be true therein, and there has been no adverse change with respect to the Mezzanine
Loan, the Mezzanine Borrower, the Underlying Mortgaged Property or the Underlying Property Owner that would render any such representation or warranty not true or correct in any material respect as of the Purchase Date. 

(n) The Mezzanine Loan Documents provide for the acceleration of the payment of the unpaid principal balance of the Mezzanine Loan if
(i) the related borrower voluntarily transfers or encumbers all or any portion of any related Mezzanine Collateral, or (ii) any direct or indirect interest in the related borrower is voluntarily transferred or assigned, other than, in each
case, as permitted under the terms and conditions of the related loan documents. 
 (o) Pursuant to the terms of the Mezzanine Loan
Documents: (a) no material terms of any related Mortgage may be waived, canceled, subordinated or modified in any material respect and no material portion of such Mortgage or the Underlying Mortgaged Property may be released without the consent
of the holder of the Mezzanine Loan; (b) no material action may be taken by the Underlying Property Owner with respect to the Underlying Mortgaged Property without the consent of the holder of the Mezzanine Loan; (c) the holder of the
Mezzanine Loan is entitled to approve the budget of the Underlying Property Owner as it relates to the Underlying Mortgaged Property; and (d) the holder of the Mezzanine Loan’s consent is required prior to the Underlying Property Owner
incurring any additional indebtedness. 







 (p) There is no (i) monetary default, breach or violation with respect to such Mezzanine
Loan, the Underlying Mortgage Loan or any other obligation of the owner of the Underlying Mortgaged Property (the “Underlying Property Owner”), (ii) material non-monetary default, breach or violation with respect to such
Mezzanine Loan, the Underlying Mortgage Loan or any other obligation of the Underlying Property Owner or (iii) event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default,
breach, violation or event of acceleration. 
 (q) No default or event of default has occurred under any agreement pertaining to any lien or
other interest that ranks pari passu with or senior to the interests of the holder of such Mezzanine Loan or with respect to any Underlying Mortgage Loan or other indebtedness in respect of the related Underlying Mortgaged Property and there
is no provision in any agreement related to any such lien, interest or loan which would provide for any increase in the principal amount of any such lien, other interest or loan. 

(r) Seller’s security interest in the Mezzanine Loan is covered by a UCC-9 insurance policy (the “UCC-9 Policy”) in the
maximum principal amount of the Mezzanine Loan insuring that the related pledge is a valid first priority lien on the collateral pledged in respect of such Mezzanine Loan (the “Mezzanine Collateral”), subject only to the exceptions
stated therein (or a pro forma title policy or marked up title insurance commitment on which the required premium has been paid exists which evidences that such UCC-9 Policy will be issued), such UCC-9 Policy (or, if it has yet to be issued, the
coverage to be provided thereby) is in full force and effect, no material claims have been made thereunder and no claims have been paid thereunder, Seller has not done, by act or omission, anything that would materially impair the coverage under the
UCC-9 Policy and as of the Purchase Date, the UCC-9 Policy (or, if it has yet to be issued, the coverage to be provided thereby) will inure to the benefit of Buyer without the consent of or notice to the insurer. 

(s) The Mezzanine Loan, and each party involved in the origination of the Mezzanine Loan, complied as of the date of origination with, or was
exempt from, applicable state or federal laws, regulations and other requirements pertaining to usury. 
 (t) Seller has delivered to Buyer
or its designee the original promissory note made in respect of such Mezzanine Loan, together with an original assignment thereof executed by Seller in blank. 

(u) Seller has not received any written notice that the Mezzanine Loan may be subject to reduction or disallowance for any reason, including
without limitation, any setoff, right of recoupment, defense, counterclaim or impairment of any kind. 
 (v) Seller has no obligation to make
loans to, make guarantees on behalf of, or otherwise extend credit to, or make any of the foregoing for the benefit of, the Mezzanine Borrower or any other person under or in connection with the Mezzanine Loan. 







 (w) The servicing and collection practices used by the servicer of the Mezzanine Loan, and the
origination practices of the related originator, have been in all respects legal, proper and prudent and have met customary industry standards by prudent institutional commercial mezzanine lenders and mezzanine loan servicers except to the extent
that, in connection with its origination, such standards were modified as reflected in the documentation delivered to Buyer. 
 (x) If
applicable, the ground lessor consented to and acknowledged that (i) the Mezzanine Loan is permitted / approved, (ii) any foreclosure of the Mezzanine Loan and related change in ownership of the ground lessee will not require the consent
of the ground lessor or constitute a default under the ground lease, (iii) copies of default notices would be sent to Mezzanine Lender and (iv) it would accept cure from Mezzanine Lender on behalf of the ground lessee. 

(y) To the extent Buyer was granted a security interest with respect to the Mezzanine Loan, such interest (i) was given for due
consideration, (ii) has attached, (iii) is perfected, (iv) is a first priority Lien, and (v) has been appropriately assigned to Buyer by the Underlying Property Owner. 

(z) No consent, approval, authorization or order of, or registration or filing with, or notice to, any court or governmental agency or body
having jurisdiction or regulatory authority is required for any transfer or assignment by the holder of such Mezzanine Loan. 
 (aa) Seller
has not received written notice of any outstanding liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind for which the holder of such Mezzanine Loan is or may become obligated.

 (bb) Seller has not advanced funds, or knowingly received any advance of funds from a party other than the borrower relating to such
Mezzanine Loan, directly or indirectly, for the payment of any amount required by such Mezzanine Loan. 
 (cc) All real estate taxes and
governmental assessments, or installments thereof, which would be a lien on any related Underlying Mortgaged Property and that prior to the Purchase Date for the related Purchased Asset have become delinquent in respect of such Underlying Mortgaged
Property have been paid, or an escrow of funds in an amount sufficient to cover such payments has been established. For purposes of this representation and warranty, real estate taxes and governmental assessments and installments thereof shall not
be considered delinquent until the earlier of (a) the date on which interest and/or penalties would first be payable thereon and (b) the date on which enforcement action is entitled to be taken by the related taxing authority. 

(dd) As of the Purchase Date for the related Purchased Asset, each related Underlying Mortgaged Property was free and clear of any material
damage (other than deferred maintenance for which escrows were established at origination) that would affect materially and adversely the value of such Underlying Mortgaged Property as security for the related Underlying Mortgage Loan and there was
no proceeding pending or, based solely upon the delivery of written notice thereof from the appropriate condemning authority, threatened for the total or partial condemnation of such Underlying Mortgaged Property. 







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

(ff) As of the Purchase Date of the Mezzanine Loan, all insurance coverage required under the Mezzanine Loan Documents and/or any mortgage loan
related to the Underlying Mortgaged Property, which insurance covered such risks as were customarily acceptable to prudent commercial and multifamily mortgage lending institutions lending on the security of property comparable to the related
Underlying Mortgaged Property in the jurisdiction in which such Underlying Mortgaged Property is located, and with respect to a fire and extended perils insurance policy, is in an amount (subject to a customary deductible) at least equal to the
lesser of (i) the replacement cost of improvements located on such Underlying Mortgaged Property, or (ii) the outstanding principal balance of the Underlying Mortgage Loan, and in any event, the amount necessary to prevent operation of any
co-insurance provisions; and, except if such Underlying Mortgaged Property is operated as a mobile home park, is also covered by business interruption or rental loss insurance, in an amount at least equal to 12 months of operations of the related
Underlying Mortgaged Property, all of which was in full force and effect with respect to each related Underlying Mortgaged Property; and, as of the Purchase Date for the related Purchased Asset, all insurance coverage required under the Mezzanine
Loan Documents and/or any Underlying Mortgage Loan related to the Underlying Mortgaged Property, which insurance covers such risks and is in such amounts as are customarily acceptable to prudent commercial and multifamily mortgage lending
institutions lending on the security of property comparable to the related Underlying Mortgaged Property in the jurisdiction in which such Underlying Mortgaged Property is located, is in full force and effect with respect to each related Underlying
Mortgaged Property; all premiums due and payable through the Purchase Date for the related Purchased Asset have been paid; and no notice of termination or cancellation with respect to any such insurance policy has been received by Seller; and except
for certain amounts not greater than amounts which would be considered prudent by an institutional commercial and/or multifamily mortgage lender with respect to a similar mortgage loan and which are set forth in the Mezzanine Loan Documents and/or
any Underlying Mortgage Loan related to the Underlying Mortgaged Property, any insurance proceeds in respect of a casualty loss, will be applied either (i) to the repair or restoration of all or part of the related Underlying Mortgaged Property
or (ii) the reduction of the outstanding principal balance of the Underlying Mortgage Loan, subject in either case to requirements with respect to leases at the related Underlying Mortgaged Property and to other exceptions customarily provided
for by prudent institutional lenders for similar loans. The Underlying Mortgaged Property is also covered by comprehensive general liability 







 
insurance against claims for personal and bodily injury, death or property damage occurring on, in or about the related Underlying Mortgaged Property, in an amount customarily required by prudent
institutional lenders. An architectural or engineering consultant has performed an analysis of the Underlying Mortgaged Properties located in seismic zone 3 or 4 in order to evaluate the structural and seismic condition of such property, for the
sole purpose of assessing the probable maximum loss (“PML”) for the Underlying Mortgaged Property in the event of an earthquake. In such instance, the PML was based on a 475 year lookback with a 10% probability of exceedance in a 50
year period. If the resulting report concluded that the PML 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-:V by
A.M. Best Company or “BBB-” (or the equivalent) from S&P and Fitch or “Baa3” (or the equivalent) from Moody’s. If the Underlying Mortgaged Property is located in Florida or within 25 miles of the coast of Texas,
Louisiana, Mississippi, Alabama, Georgia, North Carolina or South Carolina such Underlying Mortgaged Property is insured by windstorm insurance in an amount at least equal to the lesser of (i) the outstanding principal balance of such
Underlying Mortgage Loan and (ii) 100% of the full insurable value, or 100% of the replacement cost, of the improvements located on the related Underlying Mortgaged Property. 

(gg) The insurance policies contain a standard Mortgagee clause naming the Mortgagee, its successors and assigns as loss payee, in the case of
a property insurance policy, and additional insured in the case of a liability insurance policy and provide that they are not terminable without 30 days prior written notice to the Mortgagee (or, with respect to non-payment, 10 days prior written
notice to the Mortgagee) or such lesser period as prescribed by applicable law. Each Mortgage requires that the Mortgagor maintain insurance as described above or permits the Mortgagee to require insurance as described above, and permits the
Mortgagee to purchase such insurance at the Mortgagor’s expense if Mortgagor fails to do so. 
 (hh) There is no material and adverse
environmental condition or circumstance affecting the Underlying Mortgaged Property; there is no material violation of any applicable Environmental Law with respect to the Underlying Mortgaged Property; neither Seller nor the Underlying Property
Owner has taken any actions which would cause the Underlying Mortgaged Property not to be in compliance with all applicable Environmental Laws; the underlying mortgage loan documents require the borrower to comply with all Environmental Laws; and
each Mortgagor has agreed to indemnify the Mortgagee for any losses resulting from any material, adverse environmental condition or failure of the Mortgagor to abide by such Environmental Laws or has provided environmental insurance. 

(ii) No borrower under the Mezzanine Loan nor any Mortgagor under any Underlying Mortgage Loan is a debtor in any state or federal bankruptcy
or insolvency proceeding. 
 (jj) Each related Underlying Mortgaged Property was inspected by or on behalf of the related originator or an
affiliate during the 12 month period prior to the related origination date. 
 (kk) There are no material violations of any applicable zoning
ordinances, building codes and land laws applicable to the Underlying Mortgaged Property or the use and occupancy thereof which (i) are not insured by an ALTA lender’s title insurance policy (or a binding commitment therefor), or its
equivalent as adopted in the applicable jurisdiction, or a law and 







 
ordinance insurance policy or (ii) would have a material adverse effect on the value, operation or net operating income of the Underlying Mortgaged Property. The Purchased Asset Documents
and the underlying mortgage loan documents require the Underlying Mortgaged Property to comply with all applicable laws and ordinances. 

(ll) None of the material improvements which were included for the purposes of determining the appraised value of any related Underlying
Mortgaged Property at the time of the origination of the Mezzanine Loan or any related Underlying Mortgage Loan lies outside of the boundaries and building restriction lines of such property (except Underlying Mortgaged Properties which are legal
non-conforming uses), to an extent which would have a material adverse effect on the value of the Underlying Mortgaged Property or the related Mortgagor’s use and operation of such Underlying Mortgaged Property (unless affirmatively covered by
title insurance) and no improvements on adjoining properties encroached upon such Underlying Mortgaged Property to any material and adverse extent (unless affirmatively covered by title insurance). 

(mm) As of the Purchase Date for the related Purchased Asset, there was no pending action, suit or proceeding, or governmental investigation of
which Seller, the Mezzanine Borrower or the Underlying Property Owner has received notice, against the Mortgagor or the related Underlying Mortgaged Property the adverse outcome of which could reasonably be expected to materially and adversely
affect the Mezzanine Loan or the Underlying Mortgage Loan. 
 (nn) The improvements located on the Underlying Mortgaged Property are either
not located in a federally designated special flood hazard area or, if so located, the Mortgagor is required to maintain or the Mortgagee maintains, flood insurance with respect to such improvements and such policy is in full force and effect in an
amount no less than the lesser of (i) the original principal balance of the Underlying Mortgage Loan, (ii) the value of such improvements on the related Underlying Mortgaged Property located in such flood hazard area or (iii) the
maximum allowed under the related federal flood insurance program. 
 (oo) Except for Mortgagors under Underlying Mortgage Loans the
Underlying Mortgaged Property with respect to which includes a Ground Lease, the related Mortgagor (or its affiliate) has title in the fee simple interest in each related Underlying Mortgaged Property. 

(pp) The related Underlying Mortgaged Property is not encumbered, and none of the Purchased Asset Documents or any underlying mortgage loan
documents permits the related Underlying Mortgaged Property to be encumbered subsequent to the Purchase Date of the related Purchased Asset without the prior written consent of the holder thereof, by any lien securing the payment of money junior to
or of equal priority with, or superior to, the lien of the related Mortgage (other than title exceptions, taxes, assessments and contested mechanics and materialmen’s liens that become payable after such Purchase Date). 

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







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

(ss) The related Underlying Mortgaged Property is served by public utilities, water and sewer (or septic facilities) and otherwise appropriate
for the use in which the Underlying Mortgaged Property is currently being utilized. 
 (tt) With respect to each related Underlying Mortgaged
Property consisting of a Ground Lease, Seller represents and warrants the following with respect to the related Ground Lease: 
 I. Such
Ground Lease or a memorandum thereof has been or will be duly recorded no later than 30 days after the Purchase Date of the related Purchased Asset and such Ground Lease permits the interest of the lessee thereunder to be encumbered by the related
Mortgage or, if consent of the lessor thereunder is required, it has been obtained prior to the Purchase Date. 
 II. Upon the foreclosure of
the Underlying Mortgage Loan (or acceptance of a deed in lieu thereof), the Mortgagor’s interest in such Ground Lease is assignable to the Mortgagee under the leasehold estate and its assigns without the consent of the lessor thereunder (or, if
any such consent is required, it has been obtained prior to the Purchase Date). 
 III. Such Ground Lease may not be amended, modified,
canceled or terminated without the prior written consent of the Mortgagee and any such action without such consent is not binding on the Mortgagee, its successors or assigns, except termination or cancellation if (i) an event of default occurs
under the Ground Lease, (ii) notice thereof is provided to the Mortgagee and (iii) such default is curable by the Mortgagee as provided in the Ground Lease but remains uncured beyond the applicable cure period. 

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

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

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







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

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

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

X. The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by a prudent commercial
lender. 
 XI. The ground lessor under such Ground Lease is required to enter into a new lease upon termination of the Ground Lease for any
reason, including the rejection of the Ground Lease in bankruptcy. 
 (uu) The Purchased Asset is secured by a Credit Tenant Lease, which
Credit Tenant Lease has the following properties: 
  

	 	I.	The base rental payments due under the related Credit Tenant Lease, together with any escrow payments held by Seller or its designee, are equal to or greater than the payments due with respect to the related Mortgage
Loan and are payable without notice or demand. 

  

	 	II.	Unless otherwise explicitly disclosed in the Underwriting Package, the Mortgagor does not have any monetary obligations under the related Credit Tenant Lease (other than indemnifying the related Tenant for the related
landlord’s gross negligence or intentional misconduct and maintaining in good condition and repairing the roof, structural and exterior portions of the related leased property, for which a reserve to cover any reasonably anticipated expenses
has been established), and every other material monetary obligation associated with managing, owning, developing and operating the leased property, including, but not limited to, costs associated with utilities, taxes, insurance, maintenance and
repairs is an obligation of the related Tenant. 









	 	III.	Unless otherwise explicitly disclosed in the Underwriting Package, the Mortgagor does not have any nonmonetary obligations, the performance of which would involve a material expenditure of funds or the non-performance
of which would entitle the tenant to terminate the related Credit Tenant Lease under the related Credit Tenant Lease, except for the delivery of possession of the leased property and the landlord’s obligation not to lease or otherwise permit
the operation of properties in competition with the leased property by any other parties or entities under the control of the landlord and except for certain rights arising as a result of environmental contamination which existed as of the rent
commencement date and any environmental contamination caused by third parties unrelated to Tenant after the rent commencement date. 

  

	 	IV.	Unless otherwise explicitly disclosed in the Underwriting Package, the related Tenant cannot terminate such Credit Tenant Lease for any reason prior to the payment in full of: (a) the principal balance of the
related Mortgage Loan; (b) all accrued and unpaid interest on such Mortgage Loan; and (c) any other sums due and payable under such Mortgage Loan, as of the termination date, which date is a rent payment date, except for a material default
by the related Mortgagor under the Credit Tenant Lease or due to a casualty or condemnation event. 

  

	 	V.	In the event the related Tenant assigns or sublets the related leased property, such Tenant (and if applicable, the related guarantor) remains primarily obligated under the related Credit Tenant Lease.


  

	 	VI.	In connection with Credit Lease Loans with respect to which a Guaranty exists, the related guarantor guarantees the payment due (and not merely collection) under the related Credit Tenant Lease and such Guaranty, on its
face, contains no conditions to such payment. 

  

	 	VII.	No Tenant under a Credit Lease Loan and related documentation may exercise any termination right or offset or set-off right (other than abatement related to the existence of hazardous materials that materially interfere
with the Tenant’s use and occupancy) which shall be binding upon the related Mortgagee without providing prior written notice of same to such Mortgagee. 

  

	 	VIII.	Each Tenant under each Credit Lease Loan and related documentation is required to make all rental payments due under the applicable Credit Lease to the holder of the Mortgage Loan (or an account controlled by such
holder). 

  

	 	IX.	The related Mortgage Loan documents provide that the Credit Tenant Lease cannot be modified without the consent of the holder of the Mortgage Loan and none of the terms of the Credit Tenant Lease has been impaired,
waived, altered or modified in any respect since the origination of the Mortgage Loan. 









	 	X.	The leased property related to each Credit Lease Loan is not subject to any other lease other than the related Credit Lease or any ground lease pursuant to which the related Mortgagor has acquired its interest in the
respective leased property. 

  

	 	XI.	In reliance on a Tenant estoppel certificate and representations made by the Tenant under the Credit Lease or representations made by the related Mortgagor under the Mortgage Loan documents, as of the date of
origination of each Credit Lease Loan (1) each Credit Lease was in full force and effect, and no default by the related Mortgagor or any Tenant had occurred under the Credit Lease, nor was there any existing condition which, but for the passage
of time or the giving of notice, or both, would result in a default under the terms of the Credit Lease, and (2) each Credit Lease has a term ending on or after the maturity date (or anticipated repayment date) of the related Credit Tenant
Lease. 








 EXHIBIT VII 

ASSET INFORMATION 
 Property No.:

 Property ID: 
 % of Pooled Trust Asset Balance: 

Loan or Property: 
 # of Properties: 

Loan/Property Name: 
 Street Address: 

City: 
 State: 

Zip Code: 
 Property Type: 

Property Sub-Type: 
 Year Built: 

Year Renovated: 
 Units: 

Unit Type: 
 Occupancy: 

Occupancy Date: 
 Total Debt Original Balance: 

Whole Loan Original Balance: 
 Trust Asset Original Balance: 

B-Note Original Balance: 
 Mezzanine Debt Original Balance: 

Total Debt Cut-off Balance: 
 Trust Asset Cut-off Balance: 

B-Note Cut-off Balance: 
 Mezzanine Debt Cut-off Balance: 

Total Debt Initial Maturity Balance: 
 Whole Loan Initial Maturity
Balance: 
 Trust Asset Initial Maturity Balance: 
 B-Note
Initial Maturity Balance: 
 Mezzanine Debt Initial Maturity Balance: 

Total Debt Final Maturity Balance: 
 Whole Loan Final Maturity
Balance: 
 Trust Asset Final Maturity Balance: 
 B-Note Final
Maturity Balance: 
 Mezzanine Debt Final Maturity Balance: 

Trust Asset Loan Per Unit: 
 Whole Loan Per Unit: 

Total Debt Loan Per Unit: 







 ASSET INFORMATION (continued) 

Amortization Type (During Initial Term and Extended Term): 

Accrual Basis: 
 Original Term (Excluding Extensions): 

Original Amortization Term (Excluding Extensions): 
 Original Term
(Including Extension Options): 
 IO Period: 
 Seasoning: 

Remaining Term to Maturity: 
 Remaining Amortization Term: 

Remaining Term (Including Extensions): 
 Remaining Amortization
Term (Including Extensions): 
 Note Date: 
 First Payment Date:

 Initial Maturity Date: 
 Extension Options (Yes/No): 

Extension Options Description: 
 Fully Extended Maturity Date:

 First Extension Fee: 
 Second Extension Fee: 

Third Extension Fee: 
 Extension Test Description: 

Extension Spread Increase (Yes/No): 
 Extension Spread Increase
Description: 
 Exit Fees: 
 Payment Day of Month: 

Payment Date Business Day Convention: 
 Payment Grace Period Event
of Default: 
 Payment Grace Period Event of Late Fee: 
 Balloon
Grace Period Event of Default: 
 Balloon Grace Period Event of Late Fee: 

Interest Accrual Period Start: 
 Interest Accrual Period End: 

Interest Rate Adjustment Frequency: 
 LIBOR Rounding Methodology:

 LIBOR Lookback Days: 
 LIBOR Floor: 

LIBOR Cap: 
 LIBOR Cap After Extension: 

LIBOR Cap Expiration Date: 
 LIBOR Cap Provider: 

LIBOR Cap Provider Rating: 
 Total Debt Margin: 

Whole Loan Margin: 
 Trust Asset Margin: 

B-Note Margin: 







 ASSET INFORMATION (continued) 

Mezzanine Margin: 
 Total Debt Interest Rate: 

Whole Loan Interest Rate: 
 Trust Asset Interest Rate: 

Total Debt Interest Rate (At LIBOR Cap): 
 Whole Loan Interest
Rate (At LIBOR Cap): 
 Trust Asset Interest Rate (At LIBOR Cap): 

Original Lockout Payment: 
 Remaining Lockout Payment: 

Lockout End Date: 
 Spread Maintenance: 

Open Payments: 
 Prepayment String: 

Partially Prepayable Without Penalty: 
 Partially Prepayable
Without Penalty Description: 
 Partial Collateral Release (Y/N): 

Partial Collateral Release Description: 
 Substitution Allowed
(Y/N): 
 Substitution Provision Description: 
 LockBox (Y/N):

 LockBox Type: 
 Terms/Description of Springing Lockbox (if
applicable): 
 Initial Tax Escrow: 
 Monthly Tax Escrow: 

Monthly Tax Escrow Cap: 
 Terms/Description of Springing Tax
Escrow (if applicable): 
 Initial Insurance Escrow: 
 Monthly
Insurance Escrow: 
 Terms/Description of Springing Insurance Escrow (If applicable): 

Replacement Reserves Initial Deposit Amount: 
 Replacement
Reserves Monthly Deposit Amount: 
 Replacement Reserves Escrow Cap: 

Terms/Description of Springing Replacement Reserves (If applicable): 

Upfront Capex Reserve: 
 Initial TI/LC Amount: 

Monthly TI/LC Reserve: 
 Initial Debt Service Escrow: 

Monthly Debt Service Escrow: 
 Other Escrow Description: 

Other Escrow Initial Amount: 
 Other Escrow Monthly Amount: 

Other Escrow Monthly Cap: 
 Terms/Description of Springing Other
Escrow (If applicable): 
 Appraised Value ($): 
 Appraisal
Type: 







 ASSET INFORMATION (continued) 

Appraisal Cap Rate: 
 Date of Appraisal (Valuation Date): 

Phase I Date: 
 Phase II Recommended: 

Phase II Date: 
 Engineering Report Date: 

Seismic Report Date: 
 Seismic PML%: 

Ownership Interest: 
 Ground Lease Expiration: 

Ground Lease Extension Options: 
 Annual Ground Lease Payment:

 Ground Lease Escalation Terms: 
 Largest Tenant: 

Largest Tenant Unit Size: 
 Largest Tenant % of Total SF: 

Largest Tenant Lease Expiration: 
 2nd Largest Tenant: 

2nd Largest Tenant Unit Size: 
 2nd Largest Tenant % of Total SF:

 2nd Largest Tenant Lease Expiration: 
 3rd Largest Tenant:

 3rd Largest Tenant Unit Size: 
 3rd Largest Tenant % of Total
SF: 
 3rd Largest Tenant Lease Expiration: 
 4th Largest
Tenant: 
 4th Largest Tenant Unit Size: 
 4th Largest Tenant %
of Total SF: 
 4th Largest Tenant Lease Expiration: 
 5th
Largest Tenant: 
 5th Largest Tenant Unit Size: 
 5th Largest
Tenant % of Total SF: 
 5th Largest Tenant Lease Expiration: 

2010 Occupancy %: 
 2010 ADR: 

2010 RevPAR: 
 2011 Occupancy %: 

2011 ADR: 
 2011 RevPAR: 

2012 Occupancy %: 
 2012 ADR: 

2012 RevPAR: 
 Most Recent Occupancy % (Hotel Only): 

Most Recent ADR: 
 Most Recent RevPAR: 







 ASSET INFORMATION (continued) 

UW Occupancy %: 
 UW ADR: 

UW RevPAR: 
 2010 Revenues: 

2010 Total Expenses: 
 2010 NOI: 

2011 Revenues: 
 2011 Total Expenses: 

2011 NOI: 
 2012 Revenues: 

2012 Total Expenses: 
 2012 NOI: 

Most Recent Revenues: 
 Most Recent Total Expenses: 

Most Recent NOI: 
 As of: 

Underwritten Total Revenue ($): 
 Underwritten Total Expenses ($):

 Underwritten NOI ($): 
 Underwritten Capital Items ($): 

Underwritten Net Cash Flow ($): 
 Underwritten Economic Occupancy:

 Annual Total Debt Debt Service: 
 Monthly Total Debt Debt
Service: 
 Annual Whole Loan Debt Service: 
 Monthly Whole Loan
Debt Service: 
 Annual Trust Asset Debt Service: 
 Monthly
Trust Asset Debt Service: 
 Annual Total Debt Debt Service (at LIBOR Cap): 

Monthly Total Debt Debt Service (at LIBOR Cap): 
 Annual Whole
Loan Debt Service (at LIBOR Cap): 
 Monthly Whole Loan Debt Service (at LIBOR Cap): 

Annual Trust Asset Debt Service (at LIBOR Cap): 
 Monthly Trust
Asset Debt Service (at LIBOR Cap): 
 Trust Asset NOI DSCR: 

Trust Asset NCF DSCR: 
 Trust Asset NOI DSCR at LIBOR Cap: 

Trust Asset NCF DSCR at LIBOR Cap: 
 Whole Loan NOI DSCR: 

Whole Loan NCF DSCR: 
 Whole Loan NOI DSCR at LIBOR Cap: 

Whole Loan NCF DSCR at LIBOR Cap: 
 Total Debt NOI DSCR: 

Total Debt NCF DSCR: 
 Total Debt NOI DSCR at LIBOR Cap: 







 ASSET INFORMATION (continued) 

Total Debt NCF DSCR at LIBOR Cap: 
 Current Trust Asset LTV: 

Maturity Trust Asset LTV: 
 Current Whole Loan LTV: 

Maturity Whole Loan LTV: 
 Current Total Debt LTV: 

Maturity Total Debt LTV: 
 Trust Asset NOI DY: 

Trust Asset NCF DY: 
 Whole Loan NOI DY: 

Whole Loan NCF DY: 
 Total Debt NOI DY: 

Total Debt NCF DY: 
 Master Servicing Fee Rate: 

Primary Servicing Fee Rate: 
 Trustee & Paying Agent Fee:

 Senior Trust Advisor Fee: 
 Cash/Pmt Collection Function:

 Subservicer Fee: 
 Admin. Fee: 

Net Trust Asset Margin: 
 Borrower Name: 

Principal / Loan Sponsor: 
 Loan Purpose 







 EXHIBIT VIII 

ADVANCE PROCEDURES 

(a) Submission of Due Diligence Package. No less than fifteen (15) Business Days prior to the proposed Purchase Date, 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 that is an Eligible Loan, 

(i) the Asset Information and, if available, maps and photos; 

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

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

(iv) copies of appraisal, environmental, engineering 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; 

(v) 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 (including, without limitation, the board of directors, if applicable) and, to the extent that real property does not secure such Eligible Loan, the related collateral securing such Eligible Loan,
if any; 
 (vi) indicative debt service coverage ratios; 

(vii) indicative loan-to-value ratios; 

(viii) a term sheet outlining the transaction generally; 

(ix) a description of the Mortgagor, including experience with other projects (real estate owned), its ownership structure and
financial statements; 
 (x) a description of Seller’s relationship with the Mortgagor, if any; 







 (xi) 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; 

(xii) in the case of Participation Interests and Mezzanine Loans, all information described in this section 2(A) that would
otherwise be provided for the Underlying Mortgage Loan if it were an Eligible Asset, and in addition, all documentation evidencing such Asset; and 

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

 

	 	3.	Environmental and Engineering. A “Phase 1” (and, if requested by Buyer, “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. A credit memorandum, asset summary or other similar document that details cash flow underwriting, historical operating numbers, underwriting footnotes, rent roll and lease rollover schedule.


  

	 	5.	Appraisal. Either an appraisal approved by Buyer or a Draft Appraisal, each by an MAI appraiser, if applicable. If Buyer receives only a Draft Appraisal prior to entering into a Transaction, Seller shall deliver
an appraisal approved by Buyer by an MAI appraiser on or before ten (10) calendar days after the Purchase Date. The related appraisal shall (i) be dated less than twelve (12) months prior to the proposed financing date and
(ii) not be ordered by the related borrower or an Affiliate of the related borrower. 

  

	 	6.	Opinions of Counsel. An opinion to Seller and its successors and assigns from counsel to the underlying obligor on the underlying loan transaction, as applicable, 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 or the underlying obligor 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, such as abstracts of all leases in effect at the real property relating to such Eligible Asset. 


 

	 	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 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 of types, in amounts, with
insurers and otherwise in compliance with the terms, provisions and conditions set forth in the Purchased Asset Documents. Such certificates or other evidence shall indicate that Seller (or, as to Subordinate Eligible Assets, the lead lender on the
whole loan in which Seller is a participant or holder of a note or has an equity interest in the Mortgagor, as applicable), will be named as an additional insured as its interest may appear and shall contain a loss payee endorsement in favor of such
additional insured with respect to the policies required to be maintained under the Purchased Asset Documents. 

  

	 	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 UCC, tax lien, judgment and litigation searches and title updates conducted by search firms and/or title companies 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.	An unconditional commitment to issue a Title Policy in favor of Buyer and Buyer’s successors and/or assigns with respect to Buyer’s interest in the related real property and insuring the assignment of the
Eligible Asset to Buyer, with an amount of insurance that shall be not less than the maximum principal amount of the Eligible Asset (taking into account the proposed purchase), or an endorsement or confirmatory letter from the title insurance
company that issued the existing title insurance policy, in favor of Buyer and Buyer’s successors and/or assigns, that amends the existing title insurance policy by stating that the amount of the insurance is not less than the maximum principal
amount of the Eligible Asset (taking into account the proposed purchase). 

  

	 	6.	Certificates of occupancy and letters certifying that the property is in compliance with all applicable 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, no less than five (5) calendar days prior to the proposed Purchase Date (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. Buyer’s
failure to respond to Seller on or prior to five (5) calendar days prior to the proposed Purchase Date, shall be deemed to be a denial of Seller’s request that Buyer approve the proposed Eligible Loan, unless Buyer and Seller has agreed
otherwise in writing. 
 (d) Assignment Documents. No less than two (2) business days prior to the proposed Purchase Date, Seller
shall have executed and delivered to Buyer, in form and substance reasonably satisfactory to Buyer and its counsel, all applicable assignment documents assigning to Buyer the proposed Eligible Asset (and in any Hedging Transactions held by Seller
with respect thereto) 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 IX 

FORM OF BAILEE LETTER 

            ,     20     

 

											
	  
	  		  		  		  		  	
	  
	  		  		  		  		  	
	  
	  		  		  		  		  	

  

	 	Re:	Bailee Agreement (the “Bailee Agreement”) in connection with the pledge 

 by
CMC Loan Funding A, LLC ( “Seller”) to JPMorgan Chase Bank, 
 National Association (“Buyer”) 

Ladies and Gentlemen: 
 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 an Identification Certificate in the form of Attachment 1 attached hereto to which shall be attached a Purchased Asset Schedule identifying which Purchased Assets are being delivered to the
Bailee hereunder. Such Purchased Asset Schedule shall contain the following fields of information: (a) the loan identifying number; (b) the Purchased Asset obligor’s name; (c) the street address, city, state and zip code for the
applicable real property; (d) the original balance; and (e) the current principal balance if different from the original balance. 

(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 hereto (the “Purchased Asset Schedule”). 

(c) The Bailee shall issue and deliver to Buyer and Wells Fargo Bank, National Association (the
“Custodian”) on or prior to the Funding Date by facsimile (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 Identification Certificate (as defined in that
certain Custodial Agreement, dated as of February 5, 2014, among Seller, Buyer and Custodian, in addition to such other documents required to be delivered to Buyer and/or Custodian pursuant to the Master Repurchase Agreement, dated as of
February 5, 2014, between Seller and Buyer (the “Repurchase Agreement”). 







 (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 facsimile to the Bailee at [            ] to the attention of
[            ], an authorization (the “Facsimile Authorization”) to release the Purchased Asset Files with respect to the Purchased Assets identified therein to Seller.
Upon receipt of such Facsimile Authorization, the Bailee shall release the Purchased Asset Files to Seller in accordance with Seller’s instructions. 

(e) Following the Funding Date, 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 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 Facsimile Authorization
or the applicable Delivery Date, as applicable, the Bailee (a) shall maintain continuous custody and control of the related Purchased Asset Files as bailee for Buyer and (b) is holding the related Purchased Assets as sole and exclusive
bailee for Buyer unless and until otherwise instructed in writing by Buyer. 
 (g) Seller agrees to indemnify and hold the
Bailee and its partners, directors, officers, agents and employees harmless against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever,
including reasonable attorneys’ fees, that may be imposed on, incurred by, or asserted against it or them in any way relating to or arising out of this Bailee Agreement or any action taken or not taken by it or them hereunder unless such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements (other than special, indirect, punitive or consequential damages, which shall in no event be paid by 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 negligence, lack of good faith 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 Agreement. 

(h) In the event that the Bailee fails to produce a Mortgage Note, assignment of collateral or any other document related to a
Purchased Asset that was in its possession within ten (10) business days after required or requested by Seller or Buyer (a “Delivery Failure”), the Bailee shall indemnify Seller or Buyer in accordance with paragraph
(g) above. 







 (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 or the Bailee’s negligence, lack of good faith or willful misconduct. The foregoing indemnification shall survive any
termination or assignment of this Bailee Agreement. 
 (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
[            ], if acting as Bailee, has represented Seller in connection with negotiation, execution and delivery of the Repurchase Agreement. 

(k) In connection with a pledge of the Purchased Assets as collateral for an obligation of Buyer, Buyer may pledge its interest
in the corresponding Purchased Asset Files held by the Bailee for the benefit of Buyer from time to time by delivering written notice to the Bailee that Buyer has pledged its interest in the identified Purchased Assets and Purchased Asset Files,
together with the identity of the party to whom the Purchased Assets have been pledged (such party, the “Pledgee”). Upon receipt of such notice from Buyer, the Bailee shall mark its records to reflect the pledge of the Purchased
Assets by Buyer to the Pledgee. The Bailee’s records shall reflect the pledge of the Purchased Assets by Buyer to the Pledgee until such time as the Bailee receives written instructions from Buyer that the Purchased Assets are no longer pledged
by Buyer to the Pledgee, at which time the Bailee shall change its records to reflect the release of the pledge of the Purchased Assets and that the Bailee is holding the Purchased Assets as custodian for, and for the benefit of, Buyer. 

(l) The agreement set forth in this Bailee Agreement may not be modified, amended or altered, except by written instrument,
executed by all of the parties hereto. 
 (m) This Bailee Agreement may not be assigned by Seller or the Bailee without the
prior written consent of Buyer. 
 (n) For the purpose of facilitating the execution of this Bailee Agreement as herein
provided and for other purposes, this Bailee Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such counterparts shall constitute and be one and the same
instrument. 
 (o) This Bailee Agreement shall be construed in accordance with the laws of the State of New York, and the
obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws. 
 (p)
Capitalized terms used herein and defined herein shall have the meanings ascribed to them in the Repurchase Agreement. 







 
			
	Very truly yours,
	
	CMC LOAN FUNDING A, LLC, as Seller
		
	By:	 	  

		 	Name:
		 	Title:


  

			
	ACCEPTED AND AGREED:
	
	[BAILEE]
		
	By:	 	  

		 	Name:
	
	ACCEPTED AND AGREED:
	
	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
	Buyer
		
	By:	 	  

		 	Name:
		 	Title:








 Schedule A 

[List of Purchased Asset Documents] 







 Attachment 1 

IDENTIFICATION CERTIFICATE 
 On
this         day of                     , 201[    ], CMC LOAN FUNDING A, LLC
(“Seller”), under that certain Bailee Agreement of even date herewith (the “Bailee Agreement”), among Seller, [            ] (the
“Bailee”), and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, 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. 
  

			
	CMC LOAN FUNDING A, LLC
		
	By:	 	  

		 	Name:
		 	Title:









 Exhibit A to Attachment 1 

PURCHASED ASSET SCHEDULE 







 Attachment 2 

FORM OF BAILEE’S TRUST RECEIPT AND CERTIFICATION 

                    ,
201     
 JPMORGAN CHASE BANK, NATIONAL ASSOCIATION 

383 Madison Avenue 
 New York, New York 10179 

Attention:     Ms. Nancy S. Alto 

Telephone:    (212) 623-1989 

Telecopy:      (917) 546-2564 
  

	 	Re:	Bailee Agreement, dated as of             , 201_ (the “Bailee Agreement”) among CMC Loan Funding A, LLC
(“Seller”), JPMorgan Chase Bank, National Association (“Buyer”) and [            ] (“Bailee”) 


Ladies and Gentlemen: 
 In accordance with the
provisions of Paragraph 3 of the above-referenced Bailee Agreement, 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 and has determined that (i) all documents listed in Schedule A attached to the Bailee Agreement are in its possession and
(ii) such documents have been reviewed by it and appear regular on their face and relate to such Purchased Asset and (iii) based on its examination, the foregoing documents on their face satisfy the requirements set forth in Paragraph 2 of
the Bailee Agreement. 
 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 Agreement. 
 All initially capitalized terms used herein shall have the
meanings ascribed to them in the above-referenced Bailee Agreement. 
  

			
	[            ], BAILEE
		
	By:	 	  

		 	Name:
		 	Title:









 EXHIBIT X 

FORM OF MARGIN DEFICIT NOTICE 

[DATE] 
 VIA ELECTRONIC TRANSMISSION

 CMC LOAN FUNDING A, LLC 

[                    ]

[                    ] 

[                    ] 

Attention:     [                   
 ] 
  

	 	Re:	Master Repurchase Agreement, dated as of February 5, 2014 (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Master Repurchase Agreement”; capitalized
terms used but not otherwise defined herein shall have the meanings assigned thereto in the Master Repurchase Agreement) by and between JPMorgan Chase Bank, National Association (“Buyer”) and CMC Loan Funding A, LLC
(“Seller”). 

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

					
		  	Repurchase Price for certain Purchased Assets:	  	$__________
		  	Buyer’s Margin Amount for certain Purchased Assets:	  	$__________
			
		  	MARGIN DEFICIT:	  	$__________
		  	Accrued Interest from [            ] to [            ]:	  	$__________
			
		  	TOTAL WIRE DUE:	  	$__________

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







 
			
	JPMORGAN CHASE BANK, NATIONAL     ASSOCIATION
		
	By:	 	  

		 	Name:
		 	Title:









 EXHIBIT XI 

UCC FILING JURISDICTIONS 
 Seller:
Secretary of State for Delaware 
 Parent: Secretary of State for Delaware 

  
 X-4 








 EXHIBIT XII 

FORM OF SERVICER NOTICE 

[DATE] 
 [SERVICER] 

[ADDRESS] 
 Attention:
                     
  

	 	Re:	Master Repurchase Agreement, dated as of February 5, 2014 by and between JPMorgan Chase Bank, National Association (“Buyer”), CMC Loan Funding A, LLC ( “Seller”) (as amended,
restated, supplemented, or otherwise modified and in effect from time to time, the “Master Repurchase Agreement”); (capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Master
Repurchase Agreement). 

 Ladies and Gentlemen: 

[            ] (the “Servicer”) is servicing certain mortgage
assets sold by Seller to Buyer pursuant to the Master Repurchase 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 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 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) in accordance with
the terms of the Servicing Agreement, remit all such income (net of any deductions permitted under Section 3.02(b) of the Servicing Agreement), to the Depository Account at PNC Bank, National Association, ABA # 043000096, Account
# [            ]. Upon receipt of a notice of Event of Default under the Master Repurchase 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 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 Agreement delivered by Buyer, and, so long as an Event
of Default under the Master Repurchase 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,
	
	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
		
	By:	 	  

		 	Name:
		 	Title:


 [SIGNATURES CONTINUE ON THE FOLLOWING PAGE] 








			
	ACKNOWLEDGED AND AGREED TO:
	
	CMC LOAN FUNDING A, LLC
		
	By:	 	  

		 	Name:
		 	Title:








 EXHIBIT XIII 

FORM OF RELEASE LETTER 

[Date] 
 JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION 
 383 Madison Avenue 
 New York, New York 10179

 Attention: Ms. Nancy S. Alto 
  

	 	Re:	Master Repurchase Agreement, dated as of February 5, 2014 by and between JPMorgan Chase Bank, National Association (“Buyer”) and CMC Loan Funding A, LLC (“Seller”) (as amended,
restated, supplemented, or otherwise modified and in effect from time to time, the “Master Repurchase Agreement”); (capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Master
Repurchase 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 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 Agreement (calculated in accordance with the terms
thereof) in accordance with the wiring instructions set forth in the Master Repurchase Agreement. 
  

			
	Very truly yours,
	
	CMC LOAN FUNDING A, LLC
		
	By:	 	  

		 	Name:
		 	Title:









 Schedule A 

[List of Purchased Asset Documents] 







 EXHIBIT XIV 

FORM OF COVENANT COMPLIANCE CERTIFICATE 

[            ] [        ],
201[    ] 
 JPMorgan Chase Bank, National Association 

383 Madison Avenue, 31st Floor 

New York, New York 10179 
 Attention: Charles Y. Lee 

This Covenant Compliance Certificate is furnished pursuant to that certain Master Repurchase Agreement, dated as of February 5, 2014 by
and between JPMorgan Chase Bank, National Association (“Buyer”), CMC Loan Funding A, LLC (collectively, “Seller”) (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the
“Master Repurchase Agreement”). Unless otherwise defined herein, capitalized terms used in this Covenant Compliance Certificate have the respective meanings ascribed thereto in the Master Repurchase Agreement. 

THE UNDERSIGNED HEREBY CERTIFIES THAT: 
  

	 	1.	I am a duly elected Responsible Officer of Seller. 

  

	 	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 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(j) of the Master Repurchase 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 Agreement and the related documents to be observed, performed or satisfied by it. 


 

	 	6.	 The examinations described in Paragraph 3 above did not disclose, and I have no knowledge of, the existence of any condition or event which
constitutes an Event of Default or Default during or at the end of the accounting period covered by the 










	 	
attached financial statements or as of the date of this Covenant Compliance Certificate (including after giving effect to any pending Transactions requested to be entered into), except as set
forth below. 

  

	 	7.	As of the date hereof, each of the representations and warranties made by Seller in the Master Repurchase 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 of any Approved Exceptions. 

  

	 	8.	No condition or event that constitutes a “Termination Event”, “Event of Default”, “Potential Event of Default” or any similar event by Seller, however denominated, has occurred or is
continuing under any Hedging Transaction. 

  

	 	9.	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). 

  

	 	10.	Attached as Exhibit 2 hereto are the financial statements required to be delivered pursuant to Article 11 of the Master Repurchase 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 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. 


 

	 	11.	Attached as Exhibit 3 hereto are the calculations demonstrating compliance with the financial covenants set forth in Article 9 of the Guarantee Agreement. 


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 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 Agreement and the related documents to be observed, performed or
satisfied by it, and I have no knowledge of the occurrence during such period, or present existence, of any condition or event which constitutes an Event of Default or Default (including after giving effect to any pending Transactions requested to
be entered into), except as set forth below. 







 Described below are the exceptions, if any, to paragraph 10, listing, in detail, the nature of
the condition or event, the period during which it has existed and the action which the 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 [            ], 201[    ]. 
  

			
	CMC LOAN FUNDING A, LLC,
	    a Delaware limited liability company
		
	By:	 	  

		 	Name:
		 	Title:
	
	COLONY FINANCIAL, INC.,
    a Maryland corporation
		
	By:	 	  

		 	Name:
		 	Title:








 EXHIBIT XV 

FORM OF RE-DIRECTION LETTER 

[SELLER LETTERHEAD] 
 RE-DIRECTION
LETTER 
 AS OF [            ]
[        ], 201[    ] 
 Ladies and Gentlemen: 

Please refer to: (a) that certain [Loan Agreement], dated [            ]
[        ], 201[            ], by and between [            ] (the
“Borrower”), as borrower, and [            ] (the “Lender”), as lender; and (b) all documents securing or relating to that certain
$[            ] loan made by the Lender to the Borrower on [            ] [        ],
201[_] (the “Loan”). 
 You are advised as follows, effective as of the date of this letter. 

Assignment of the Loan. The Lender has entered into a Master Repurchase Agreement, dated as of February 5, 2014 (as the same may
be amended and/or restated from time to time, the “Repurchase Agreement”), with JPMorgan Chase Bank, National Association (“JPMorgan”), 383 Madison Avenue, 31st Floor, New York, New York 10179, and has assigned its
rights and interests in the Loan (and all of its rights and remedies in respect of the Loan) to JPMorgan, subject to the terms of the Repurchase Agreement. This assignment shall remain in effect unless and until JPMorgan has notified Borrower
otherwise in writing. 
 Direction of Funds. In connection with Borrower’s obligations under the Loan, Lender hereby directs
Borrower to disburse, by wire transfer, any and all payments to be made under or in respect of the Loan to the following account, for the benefit of JPMorgan: 

ABA # [            ] 

Account # [            ] 

Attn: [Insert information regarding Depository Account] 

Acct Name: “[SERVICER] for the benefit of JPMorgan Chase Bank, National 

Association, as Repurchase Agreement Buyer” 

This direction shall remain in effect unless and until JPMorgan has notified Borrower otherwise in writing. 

Modifications, Waivers, Etc. No modification, waiver, deferral, or release (in whole or in part) of any party’s obligations in
respect of the Loan, or of any collateral for any obligations in respect of the Loan, shall be effective without the prior written consent of JPMorgan. Notwithstanding the foregoing, neither Seller nor Servicer shall take any material action or
effect any modification or amendment to any Purchased Asset without first having given prior notice thereof to Buyer in each such instance and receiving the prior written consent of Buyer. 







 Please acknowledge your acceptance of the terms and directions contained in this correspondence
by executing a counterpart of this correspondence and returning it to the undersigned. 
  

			
	Very truly yours,
	
	CMC LOAN FUNDING A, LLC,
a Delaware limited liability company
		
	By:	 	  



 
			
	Name:	 	  



 
			
	Title:	 	  



 
			
	Date:	 	[            ] [    ], 201[    ]


  

			
	Agreed and accepted this [        ]
day of [            ], 201[    ]
	
	[            ]
		
	By:	 	  



			
	Name:	 	  



			
	Title:	 	  









 EXHIBIT XVI-1 

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 3(s) of the Master Repurchase Agreement, dated as of February 5, 2014 (the “Master
Repurchase Agreement”), by and between JPMorgan Chase Bank, National Association, a national banking association organized under the laws of the United States, as Buyer, and CMC Loan Funding A, 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 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. 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[    ] 

  
 XVI-1-1 








 EXHIBIT XVI-2 

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 3(s) of the Master Repurchase Agreement, dated as of February 5, 2014 (the “Master
Repurchase Agreement”), by and between JPMorgan Chase Bank, National Association, a national banking association organized under the laws of the United States, as Buyer, and CMC Loan Funding A, 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 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. 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[    ] 

  
 XVI-2-1 








 EXHIBIT XVI-3 

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 3(s) of the Master Repurchase Agreement, dated as of February 5, 2014 (the “Master
Repurchase Agreement”), by and between JPMorgan Chase Bank, National Association, a national banking association organized under the laws of the United States, as Buyer, and CMC Loan Funding A, 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 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 (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN 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[    ] 

  
 XVI-3-1 








 EXHIBIT XVI-4 

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 3(s) of the Master Repurchase Agreement, dated as of February 5, 2014 (the “Master
Repurchase Agreement”), by and between JPMorgan Chase Bank, National Association, a national banking association organized under the laws of the United States, as Buyer, and CMC Loan Funding A, 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 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 (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN 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[    ] 

  
 XVI-4-1 








 EXHIBIT XVII 

FORM OF 
 CASH MANAGEMENT ACCOUNT
BANK NOTICE 
 [DATE] 
 [CASH MANAGEMENT BANK]

 [Address] 
  

	 	Re:	(a) Loan Agreement, dated as of [            ], by and between [            ] (the
“Borrower”), and [COLFIN LENDER] (the “Lender”) in respect of the loan made to Borrower thereunder (the “Loan”); (b) the Cash Management Agreement, dated as of [    ], 2014
(the “Cash Management Agreement”), between Lender, Borrower and [CASH MANAGEMENT BANK] (the “Cash Management Bank”) and (c) all of Lender’s rights and remedies in respect of the Loan, including but not
limited to, the Cash Management Agreement and all bank accounts governed thereby (collectively, the “Cash Management Account”), any funds from time to time on deposit therein and all contract rights attendant thereto.


 Ladies and Gentlemen: 
 This
letter is to notify you, in your capacity as Cash Management Bank, that the Lender has transferred, conveyed and assigned all of its right, title and interest in the Loan (and all of its rights and remedies in respect of the Loan, including but not
limited to, the Cash Management Agreement, the Cash Management Account, any funds from time to time on deposit therein and all contract rights attendant thereto) to CMC Loan Funding A, LLC (the “Seller”), who, in turn, has sold,
transferred, conveyed and assigned all of its right, title and interest in the Loan (and all of its rights and remedies in respect of the Loan, including but not limited to, the Cash Management Agreement, the Cash Management Account, any funds from
time to time on deposit therein and all contract rights attendant thereto) to JPMorgan Chase Bank, N.A. (the “Buyer”), pursuant to the Master Repurchase Agreement, dated as of February 5, 2014 (the “Repurchase
Agreement”) between Seller and Buyer. In addition, pursuant to the Repurchase Agreement, in the event of a recharacterization of the sale and conveyance of the Loan under the Repurchase Agreement and, in each case, to secure Seller’s
obligations to Buyer and Buyer’s Affiliates under, and as defined in, the Repurchase Agreement, Seller has assigned, pledged and granted a security interest to Buyer in all of Seller’s right, title and interest in, to and under the Loan
(including but not limited to, the Cash Management Agreement, the Cash Management Account, any funds from time to time on deposit therein and all contract rights attendant thereto). Cash Management Bank, Seller and Lender each acknowledges the
transfers, conveyances, assignments and pledges set forth above and agrees, severally, not jointly, that each shall 

  
 XVII-1 








 
(i) recognize Buyer as the owner of the Loan pursuant to the transfers, conveyances and assignments described above, unless and until Buyer otherwise notifies Cash Management Bank in
writing, (ii) at all times act in accordance with, and in no way inconsistent with, Buyer’s security interest in the Loan (including, but not limited to, the Cash Management Agreement, the Cash Management Account, any funds from time to
time on deposit therein and all contract rights attendant thereto), (iii) not amend, modify, supplement or terminate the Cash Management Agreement or any of the rights of the parties thereto with respect to the Cash Management Account and
(iv) not terminate or change the remittance instructions without Buyer’s prior written consent. 
 In accordance with the
foregoing, Lender, Seller and Buyer hereby instruct Cash Management Bank, and Cash Management Bank hereby agrees to remit any amounts received in the Cash Management Account from time to time, as and when payable to Lender and/or Seller under the
Cash Management Agreement or otherwise as instructed by Buyer in accordance with the terms of the Cash Management Agreement, to the following deposit account, unless and until Cash Management Bank is otherwise notified in writing by Buyer: 

Bank: [Cash Management Bank] 
 ABA
# [            ] 
 Account #
[            ] 
 Attn:
[            ] 
 Acct Name: JPMorgan Chase Bank, National Association, as Buyer
under that certain 
 Master Repurchase Agreement, dated February 5, 2014 

Lender and Seller hereby agree, and Cash Management Bank hereby acknowledges, that, in the event that, for any reason, the assignments,
conveyances and transfers discussed herein of the Cash Management Agreement is not effective to cause an outright transfer of the Cash Management Agreement, the Cash Management Account, any funds from time to time on deposit therein and all contract
rights attendant thereto, to Buyer, then Seller (and Lender, if applicable) shall, solely for purposes of maintaining the validity and perfection of Buyer’s security interest in, or ownership of, the Cash Management Agreement, the Cash
Management Account, any funds from time to time on deposit therein and all contract rights attendant thereto, be deemed to be acting as the agent of the Buyer with respect to the Cash Management Agreement, the Cash Management Account, any funds from
time to time on deposit therein and all contract rights attendant thereto. 
 Notwithstanding any of the foregoing, Buyer shall not be
liable for any acts or omissions of Lender and/or Seller (whether acting as agent of Buyer or otherwise) and Buyer shall have no duty to the Borrower, the Cash Management Bank or any other person or entity with respect to the Loan and Buyer will not
be liable or responsible for any obligations and/or responsibilities of Lender, express or implied, to Cash Management Bank and any such liabilities, obligations and/or responsibilities shall remain solely with Seller without regard to any sale,
assignment, conveyance or transfer to Buyer. 
 Cash Management Bank shall have no obligation to review or confirm that any actions taken
pursuant to this notice comply with any other agreement or document to which the Seller and Buyer are parties. Cash Management Bank shall have no liability to Borrower, Lender, 

  
 XVII-2 








 
Buyer or to any other party arising out of or in connection with this notice other than for its bad faith, gross negligence or willful misconduct. In no event shall Cash Management Bank be liable
for any lost profits or for any indirect, special, consequential or punitive damages even if advised of the possibility or likelihood of such damages. In no way shall any provision herein impose a higher standard of care on Cash Management Bank or
in any way reduce any protections that Cash Management Bank has under the terms of the Cash Management Agreement. 
 No provision of this
letter may be amended, countermanded or otherwise modified without the prior written consent of Buyer. This letter 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. THIS LETTER 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. 

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: JPMorgan Chase Bank, National Association, 383 Madison Avenue, New York, New York 10179, attention: Nancy S. Alto, telephone:
(212) 623-1989, telecopy: (917) 546-2564, with a copy to JPMorgan Chase Bank, National Association, 383 Madison Avenue, 31st Floor, New York, New York 10179, attention: Chuck Y. Lee,
telephone: (212) 834-9328, telecopy: (347) 438-2992. 
  

			
	Very truly yours,
	
	CMC LOAN FUNDING A, LLC
		
	By:	 	  

		 	Name:
		 	Title:
	
	[COLFIN LENDER]
		
	By:	 	  

		 	Name:
		 	Title:


 [SIGNATURES CONTINUE ON THE FOLLOWING PAGE] 

  
 XVII-3 








 
			
	JPMORGAN CHASE BANK, N.A.
		
	By:	 	  

		 	Name:
		 	Title:


  

			
	ACKNOWLEDGED AND AGREED TO:
	
	[CASH MANAGEMENT BANK], a
	    [                ]
		
	By:	 	  

		 	Name:
		 	Title:


  
 XVII-4 








 EXHIBIT XVIII 

FORM OF 
 LOCKBOX ACCOUNT BANK
NOTICE 
 [DATE] 
 [LOCKBOX BANK] 

[Address] 
  

	 	Re:	(a) Loan Agreement, dated as of [            ], by and between [            ] (the
“Borrower”), and [COLFIN LENDER] (the “Lender”) in respect of the loan made to Borrower thereunder (the “Loan”); (b) the Lockbox Account Agreement, dated as of [    ], 2014
(the “Lockbox Account Agreement”), between Lender, Borrower and [LOCKBOX BANK] (the “Lockbox Bank”) and (c) all of Lender’s rights and remedies in respect of the Loan, including but not limited to, the
Lockbox Agreement and all bank accounts governed thereby (collectively, the “Lockbox Account”), any funds from time to time on deposit therein and all contract rights attendant thereto. 


Ladies and Gentlemen: 
 This letter is to notify
you, in your capacity as Lockbox Bank, that the Lender has transferred, conveyed and assigned all of its right, title and interest in the Loan (and all of its rights and remedies in respect of the Loan, including but not limited to, the Lockbox
Agreement, the Lockbox Account, any funds from time to time on deposit therein and all contract rights attendant thereto) to CMC Loan Funding A, LLC (the “Seller”), who, in turn, has sold, transferred, conveyed and assigned all of
its right, title and interest in the Loan (and all of its rights and remedies in respect of the Loan, including but not limited to, the Lockbox Agreement, the Lockbox Account, any funds from time to time on deposit therein and all contract rights
attendant thereto) to JPMorgan Chase Bank, N.A. (the “Buyer”), pursuant to the Master Repurchase Agreement, dated as of February 5, 2014 (the “Repurchase Agreement”) between Seller and Buyer. In addition,
pursuant to the Repurchase Agreement, in the event of a recharacterization of the sale and conveyance of the Loan under the Repurchase Agreement and, in each case, to secure Seller’s obligations to Buyer and Buyer’s Affiliates under, and
as defined in, the Repurchase Agreement, Seller has assigned, pledged and granted a security interest to Buyer in all of Seller’s right, title and interest in, to and under the Loan (including but not limited to, the Lockbox Agreement, the
Lockbox Account, any funds from time to time on deposit therein and all contract rights attendant thereto). Lockbox Bank, Seller and Lender each acknowledges the transfers, conveyances, assignments and pledges set forth above and agrees, severally,
not jointly, that each shall (i) recognize Buyer as the owner of the Loan pursuant to the 

  
 XVIII-1 








 
transfers, conveyances and assignments described above, unless and until Buyer otherwise notifies Lockbox Bank in writing, (ii) at all times act in accordance with, and in no way
inconsistent with, Buyer’s security interest in the Loan (including, but not limited to, the Lockbox Agreement, the Lockbox Account, any funds from time to time on deposit therein and all contract rights attendant thereto), (iii) not
amend, modify, supplement or terminate the Lockbox Agreement, any of the rights of the parties thereto with respect to the Lockbox Account or the instructions to remit all amounts on deposit therein or otherwise credited thereto to the Cash
Management Account, and (iv) not terminate or change the remittance instructions without Buyer’s prior written consent. 

Notwithstanding any of the foregoing, Buyer shall not be liable for any acts or omissions of Lender and/or Seller (whether acting as agent of
Buyer or otherwise) and Buyer shall have no duty to the Borrower, the Lockbox Bank or any other person or entity with respect to the Loan and Buyer will not be liable or responsible for any obligations and/or responsibilities of Lender, express or
implied, to Lockbox Bank and any such liabilities, obligations and/or responsibilities shall remain solely with Seller without regard to any sale, assignment, conveyance or transfer to Buyer. 

Lockbox Bank shall have no obligation to review or confirm that any actions taken pursuant to this notice comply with any other agreement or
document to which the Seller and Buyer are parties. Lockbox Bank shall have no liability to Borrower, Lender, Buyer or to any other party arising out of or in connection with this notice other than for its bad faith, gross negligence or willful
misconduct. In no event shall Lockbox Bank be liable for any lost profits or for any indirect, special, consequential or punitive damages even if advised of the possibility or likelihood of such damages. In no way shall any provision herein impose a
higher standard of care on Lockbox Bank or in any way reduce any protections that Lockbox Bank has under the terms of the Lockbox Agreement. 

No provision of this letter may be amended, countermanded or otherwise modified without the prior written consent of Buyer. This letter 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. THIS LETTER 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. 
 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: JPMorgan Chase Bank,
National Association, 383 Madison Avenue, New York, New York 10179, attention: Nancy S. Alto, telephone: (212) 623-1989, telecopy: (917) 546-2564, with a copy to JPMorgan Chase Bank, National Association, 383 Madison Avenue, 31st Floor, New York, New York 10179, attention: Chuck Y. Lee, telephone: (212) 834-9328, telecopy: (347) 438-2992. 

  
 XVIII-2 








 
			
	Very truly yours,
	
	CMC LOAN FUNDING A, LLC
		
	By:	 	  

		 	Name:
		 	Title:
	
	[COLFIN LENDER]
		
	By:	 	  

		 	Name:
		 	Title:


 [SIGNATURES CONTINUE ON THE FOLLOWING PAGE] 

  
 XVIII-3 








 
			
	JPMORGAN CHASE BANK, N.A.
		
	By:	 	 
		 	Name:
		 	Title:


  

			
	ACKNOWLEDGED AND AGREED TO:
	
	 [LOCKBOX BANK], a

	     [            ]

		
	 By:
	 	 
		 	Name:
		 	 Title:



  
 XVIII-4