EX-10.1





 Exhibit 10.1 

EXECUTION VERSION 
 FOURTH
AMENDED AND RESTATED 
 MASTER REPURCHASE AGREEMENT 

Dated as of February 15, 2019 

among 
 PARLEX 2 FINANCE, LLC,

 PARLEX 2A FINCO, LLC, 

PARLEX 2 UK FINCO, LLC, 
 PARLEX 2
EUR FINCO, LLC, 
 PARLEX 2 AU FINCO, LLC, 

PARLEX 2 CAD FINCO, LLC, 
 and any
other Person when such Person joins as a Seller under 
 this Agreement from time to time 

individually and/or collectively, as the context requires, as Seller, 

and 
 CITIBANK, N.A., 

as Buyer 












 TABLE OF CONTENTS 
  

							
	 	 	 	  	Page	 
			
	1.	 	 APPLICABILITY
	  	 	1	 
			
	2.	 	 DEFINITIONS
	  	 	1	 
			
	3.	 	 INITIATION; CONFIRMATION; TERMINATION; FEES
	  	 	35	 
			
	4.	 	 MARGIN MAINTENANCE
	  	 	42	 
			
	5.	 	 INCOME PAYMENTS AND PRINCIPAL PAYMENTS
	  	 	47	 
			
	6.	 	 SECURITY INTEREST
	  	 	51	 
			
	7.	 	 PAYMENT, TRANSFER AND CUSTODY
	  	 	52	 
			
	8.	 	 SALE, TRANSFER, HYPOTHECATION OR PLEDGE OF PURCHASED LOANS
	  	 	56	 
			
	9.	 	 INTENTIONALLY OMITTED
	  	 	57	 
			
	10.	 	 REPRESENTATIONS
	  	 	57	 
			
	11.	 	 NEGATIVE COVENANTS OF SELLER
	  	 	62	 
			
	12.	 	 AFFIRMATIVE COVENANTS OF SELLER
	  	 	63	 
			
	13.	 	 SINGLE-PURPOSE ENTITY
	  	 	66	 
			
	14.	 	 EVENTS OF DEFAULT; REMEDIES
	  	 	68	 
			
	15.	 	 SINGLE AGREEMENT
	  	 	74	 
			
	16.	 	 RECORDING OF COMMUNICATIONS
	  	 	74	 
			
	17.	 	 NOTICES AND OTHER COMMUNICATIONS
	  	 	74	 
			
	18.	 	 ENTIRE AGREEMENT; SEVERABILITY
	  	 	75	 
			
	19.	 	 NON-ASSIGNABILITY
	  	 	75	 
			
	20.	 	 GOVERNING LAW
	  	 	76	 
			
	21.	 	 NO WAIVERS, ETC.
	  	 	76	 
			
	22.	 	 USE OF EMPLOYEE PLAN ASSETS
	  	 	77	 
			
	23.	 	 INTENT
	  	 	77	 
			
	24.	 	 DISCLOSURE RELATING TO CERTAIN FEDERAL PROTECTIONS
	  	 	79	 
			
	25.	 	 CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL
	  	 	80	 
			
	26.	 	 NO RELIANCE
	  	 	80	 
			
	27.	 	 INDEMNITY
	  	 	81	 
			
	28.	 	 DUE DILIGENCE
	  	 	82	 
			
	29.	 	 SERVICING
	  	 	83	 
			
	30.	 	 MISCELLANEOUS
	  	 	84	 


  
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	 31.
	 	 TAXES
	  	 	85	 
			
	 32.
	 	 JOINT AND SEVERAL OBLIGATIONS
	  	 	88	 


  
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 ANNEXES AND EXHIBITS 

 

			
		
	ANNEX I	  	Names and Addresses for Communications between Parties and Wire Instructions
		
	SCHEDULE I	  	Prohibited Transferees
		
	EXHIBIT I	  	Form of Confirmation
		
	EXHIBIT II	  	Authorized Representatives of Seller
		
	EXHIBIT III	  	Form of Custodial Delivery
		
	EXHIBIT IV	  	Eligible Loan Due Diligence Checklist
		
	EXHIBIT V-A	  	Form of Power of Attorney for U.S. Purchased Loans
		
	EXHIBIT V-B	  	Form of Power of Attorney for Foreign Purchased Loans
		
	EXHIBIT VI-I	  	Representations and Warranties Regarding Each Individual Purchased Loan Which Is Not (i) a Foreign Purchased Loan (AU), (ii) a Participation Interest in a Whole Loan or (iii) a Foreign Purchased Loan (CAD)
		
	EXHIBIT VI-II	  	Representations and Warranties Regarding Each Individual Purchased Loan Which Is a Participation Interest in a Whole Loan
		
	EXHIBIT VI-III	  	Representations and Warranties Regarding Each Individual Purchased Loan Which Is a Foreign Purchased Loan (AU)
		
	EXHIBIT VI-IV	  	Representations and Warranties Regarding Each Individual Purchased Loan Which Is a Foreign Purchased Loan (CAD)
		
	EXHIBIT VII	  	Collateral Tape
		
	EXHIBIT VIII	  	Form of Transaction Request
		
	EXHIBIT IX	  	Form of Request for Margin Excess
		
	EXHIBIT X	  	Form of Irrevocable Direction Letter
		
	EXHIBIT XI	  	Form of Joinder Agreement
		
	EXHIBIT XII	  	Form of Facility Asset Chart


  
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 FOURTH AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT, dated as of February 15, 2019,
by and among PARLEX 2 FINANCE, LLC, a Delaware limited liability company (“Parlex 2”), PARLEX 2A FINCO, LLC, a Delaware limited liability company (“Parlex 2A”), PARLEX 2 UK FINCO, LLC, a Delaware limited liability
company (“Parlex 2 UK”), PARLEX 2 EUR FINCO, LLC, a Delaware limited liability company (“Parlex 2 EUR”), PARLEX 2 AU FINCO, LLC, a Delaware limited liability company (“Parlex 2 AU”), PARLEX 2 CAD
FINCO, LLC (“Parlex 2 CAD”, and together with Parlex 2, Parlex 2A, Parlex 2 UK, Parlex 2 EUR, Parlex 2 AU and any other Person when such Person joins as a Seller hereunder from time to time, individually and/or collectively as the
context may require, “Seller”) and CITIBANK, N.A., a national banking association (“Buyer”). 
 1. APPLICABILITY

 From time to time during the Facility Availability Period, the parties hereto may enter into transactions in which Seller agrees to
transfer to Buyer Purchased Loans against the transfer of funds by Buyer, with a simultaneous agreement by Buyer to transfer to Seller such Purchased Loans at a date certain, against the transfer of funds by Seller. 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. 

This Agreement amends, restates and replaces in its entirety that certain Third Amended and Restated Master Repurchase Agreement, dated as of
October 12, 2018 (the “Third Amendment and Restatement Date”), by and among Parlex 2, Parlex 2A, Parlex 2 UK, Parlex 2 EUR, Parlex 2 AU and Buyer (the “Original Agreement”). Seller and Buyer acknowledge
and agree that the Original Agreement shall be void and of no force or effect from and after the date hereof. All Transactions (as defined in the Original Agreement) outstanding under the Original Agreement as of the Fourth Amendment and Restatement
Date shall be deemed to be Transactions (as defined in this Agreement) outstanding under this Agreement and all Confirmations (as defined in the Original Agreement) under the Original Agreement as of the Fourth Amendment and Restatement Date shall
be deemed to be Confirmations under this Agreement (and, accordingly, in each case, subject to the terms and conditions hereof) and all references in any Transaction Document (including, without limitation, any and all Confirmations and assignment
documentation executed pursuant to the Original Agreement) to “the Agreement” or any similar formulation intended to refer to the Original Agreement shall be deemed to be references to this Agreement. 

2. DEFINITIONS 
 “Accelerated
Repurchase Date” shall have the meaning specified in Section 14(b)(i) of this Agreement. 
 “Acceptable
Attorney” means (i) Ropes & Gray LLP, (ii) a firm of solicitors regulated by the Solicitors Regulation Authority (with respect to any Foreign Purchased Loan secured by Mortgaged Property located in England) reasonably
acceptable to Buyer, (iii) Herbert Smith Freehills LLP, or (iv) any other attorney-at-law or law firm reasonably acceptable to Buyer, or notary (if required in
the relevant jurisdiction) that has, in the case of each of (i) through (iv) herein, delivered at Seller’s request an Attorney’s Bailee Letter, as applicable. 












 “Accepted Servicing Practices” shall have the meaning given to such term in
the Servicing Agreement (or, if not defined therein, shall mean with respect to any Purchased Loan, those mortgage servicing practices of prudent mortgage lending institutions which service whole mortgage loans (and senior interests in whole
mortgage loans) in the jurisdiction where the related Mortgaged Property is located). 
 “Account Security Agreement” shall
mean, with respect to a Foreign Purchased Loan, an agreement creating security over a bank account maintained by the related Mortgagor. 

“Act of Insolvency” shall mean, with respect to any Person, (a) the filing of a decree or order for relief by a court
having jurisdiction over such Person or any substantial part of its assets or property in an involuntary case under any applicable Insolvency Law now or hereafter in effect which (i) results in the entry of an order for relief or (ii) is
not dismissed within 90 days, (b) the appointment by a court having jurisdiction over such Person or any substantial part of its assets or property, of a receiver, interim-receiver, receiver and manager, liquidator, assignee, custodian,
trustee, sequestrator, administration or similar official for such Person or for any substantial part of its assets or property and such appointment shall remain unstayed and in effect for a period of 90 days, (c) an order by a court having
jurisdiction over such Person or any substantial part of its assets or property ordering the winding up or liquidation of such Person’s affairs, and such order shall remain unstayed and in effect for a period of 90 days, (d) the
commencement by such Person of a voluntary case under any applicable Insolvency Law now or hereafter in effect, (e) the consent by such Person to the entry of an order for relief in an involuntary case under any Insolvency Law, (f) the
consent by such Person to the appointment of or taking possession by a receiver, interim-receiver, receiver and manager, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for any substantial part of its
assets or property, (g) the making by such Person of any general assignment for the benefit of creditors, or (h) the admission in writing in connection with a legal proceeding of the inability of such Person to pay its debts generally as
they become due. 
 “Actual Knowledge” shall mean, as of any date of determination, the then current actual knowledge of
Stephen Plavin, Thomas C. Ruffing and Douglas Armer, without duty of further inquiry or investigation; provided, that if any such individual ceases to be an officer of or in the employ of Seller and/or Guarantor after the date of this
Agreement in a capacity comparable to the capacity occupied as of the date of this Agreement, then Seller shall designate promptly another individual reasonably acceptable to Buyer for purposes of satisfying this definition. 

“Affiliate” shall mean, when used with respect to any specified Person, any other Person directly or indirectly Controlling,
Controlled by, or under common Control with, such Person. 
 “AFSL” shall have the meaning specified in Section 24(d)
of this Agreement. 

  
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 “Agreement” shall mean this Fourth Amended and Restated Master Repurchase
Agreement, dated as of the date first set forth above, by and among Parlex 2, Parlex 2A, Parlex 2 UK, Parlex 2 EUR, Parlex 2 AU, Parlex 2 CAD and Citibank, N.A., as such agreement may be amended, modified, supplemented, and/or restated and in effect
from time to time. 
 “Alternative Rate” shall have the meaning specified in the Fee 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. 
 “ANZVPS” shall mean the
Australia and New Zealand Valuation and Property Standards published by the Australian Property Institute and the Property Institute of New Zealand. 

“Applicable Currency” means U.S. Dollars, Pounds Sterling, Euro, AU Dollars, CA Dollars or such other currency permitted by
Buyer, in its sole discretion, as applicable. 
 “Applicable Spread” shall mean, with respect to each Transaction: 

(i) so long as no Event of Default shall have occurred and be continuing, the number of basis points (i.e., 1 basis point
equals 0.01%) determined in accordance with the Pricing Matrix, and confirmed in the related Confirmation; or 
 (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, as applicable, plus 400 basis points (4.00%). 

It is understood and agreed that no improvement or decline in the LTV (Loan UPB) after the applicable Purchase Date for a Purchased Loan shall
result in any adjustment to the Applicable Spread for such Purchased Loan. 
 “Applicable Standard of Discretion” shall
mean: (a) at any time the Maximum LTV (Purchase Price) of a Purchased Loan is less than or equal to the LTV (Loan UPB) of such Purchased Loan as of the Purchase Date, Buyer’s commercially reasonable discretion, and (b) at any time the
Maximum LTV (Purchase Price) of a Purchased Loan is greater than the LTV (Loan UPB) of such Purchased Loan as of the Purchase Date, Buyer’s sole discretion. 

“Appraisal” shall mean an Appraisal Regime-compliant appraisal addressed to Buyer, Seller or Guarantor (or, in the case of a
Purchased Loan (AU), the facility agent or the security trustee in respect of that Purchased Loan (AU)), and, where it is market practice in the jurisdiction where the relevant Mortgaged Property is located, the successors and assigns of the
addressee (and, if not addressed to Buyer, containing reliance language acceptable to Buyer (acting reasonably and having regard to market practice for appraisals in the jurisdiction in which the relevant Mortgaged Property is located), which
language shall be made available by Seller to and approved by Buyer prior to the applicable Purchase Date) and reasonably satisfactory to Buyer of the related Mortgaged Property from a third party appraiser. 

“Appraisal Regime” shall mean: (a) with respect to U.S. Purchased Loans, FIRREA, and (b) with respect to Foreign
Purchased Loans, RICS, ANZVPS or its equivalent in any applicable jurisdiction, as applicable. 

  
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 “ARD Loan” shall mean any loan that provides that if the unamortized
principal balance thereof is not repaid by a date certain set forth in the related loan documents, such loan will accrue additional interest at the rate specified in the related Mortgage Note and the related Mortgagor is required to apply certain
excess monthly cash flow generated by the related Mortgaged Property to the repayment of the outstanding principal balance on such Mortgage Loan. 

“Assignment Documents in Blank” shall mean, (a) for each Purchased Loan that is not a Participation Interest, the
(i) allonge in blank (in the case of a U.S. Purchased Loan), (ii) Transfer Certificate duly executed by Seller or transferor (howsoever described) with the name of the transferee (howsoever described) and dated in blank (in the case of a
Foreign Purchased Loan), (iii) omnibus assignment in blank, (iv) except in the case of each Purchased Loan that is a Senior Interest, Assignment of Mortgage in blank, (v) except in the case of each Purchased Loan that is a Senior
Interest or a Foreign Purchased Loan (AU), assignment of Assignment of Leases in blank, and/or (vi) equivalent of each of the foregoing (except with respect to the Transfer Certificate referenced in clause (ii) herein, for which there
shall be no equivalent) in the relevant non-U.S. jurisdiction and where so required by Buyer, duly executed by Seller with the name of the transferee or assignee (howsoever described) and dated in blank (in
the case of a Foreign Purchased Loan) and (b) for each Purchased Loan that is a Participation Interest, (i) an endorsement in blank in respect of the related participation certificate and (ii) an assignment and assumption agreement in
blank. 
 “Assignment of Leases” shall mean, with respect to any Mortgage (other than in the case of any Foreign Purchased
Loan (AU)), an assignment of leases thereunder, notice of transfer or equivalent instrument in recordable or registerable form, sufficient under the laws of the jurisdiction wherein the Mortgaged Property is located to reflect the assignment of
leases, subject to the terms, covenants and provisions of this Agreement. 
 “Assignment of Mortgage” shall mean, with
respect to any Mortgage, an assignment of the Mortgage, notice of transfer or equivalent instrument in recordable or registerable form, sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect the
assignment and pledge of the Mortgage, subject to the terms, covenants and provisions of this Agreement. 
 “Attorney’s Bailee
Letter” shall mean a letter from an Acceptable Attorney, in form and substance reasonably acceptable to Buyer, wherein such Acceptable Attorney in possession of a Purchased Loan File (i) acknowledges receipt of such Purchased Loan
File, (ii) confirms that such Acceptable Attorney is holding the same as bailee (in the case of U.S. Purchased Loans) or agent (in the case of Foreign Purchased Loans), of Buyer, or solicitor of Seller (in the case of Foreign Purchased Loans
(AU)), as applicable, under such letter and (iii) agrees that such Acceptable Attorney shall deliver such Purchased Loan File to the Custodian by not later than the third (3rd) Business Day
(or, in the case of a Foreign Purchased Loan (AU), the tenth (10th) Business Day) following the Purchase Date for the related Purchased Loan. 

“AU Dollar” and “A$” shall mean the lawful currency of the Commonwealth of Australia. 

  
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 “AU Reference Banks” shall mean (i) the Commonwealth Bank of
Australia, (ii) Westpac Banking Corporation, (iii) Australia and New Zealand Banking Group Limited, (iv) National Australia Bank Limited, and (v) such other Person as Buyer and Seller may agree. 

“Bankruptcy Code” shall mean Title 11 of the United States Code (11 U.S.C. § 101,
et seq.), as amended, modified or replaced from time to time. 
 “Basel II” shall mean the
International Convergence of Capital Measurement and Capital Standards, a Revised Framework published by the Basel Committee on Banking Supervision in June 2004 in the form existing on the date of this Agreement (but excluding any amendment arising
out of Basel III). 
 “Basel III” shall mean: 

(i) the agreements on capital requirements, a leverage ratio and liquidity standards contained in Basel III: A global regulatory framework for
more resilient banks and banking systems, Basel III: International framework for liquidity risk measurement, standards and monitoring and Guidance for national authorities operating the countercyclical capital buffer published by the Basel Committee
on Banking Supervision in December 2010, each as amended, supplemented or restated; 
 (ii) the rules for global systemically important banks
contained in Global systemically important banks: assessment methodology and the additional loss absorbency requirement – Rules text published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated;
and 
 (iii) any further guidance or standards published by the Basel Committee on Banking Supervision relating to Basel III. 

“BBSY Rate” shall mean, with respect to any Pricing Rate Period related to any Foreign Purchased Loan (AU), the Australian
Bank Bill Swap Reference Rate (bid) administered by ASX Benchmarks Pty Limited (or any other person which takes over administration of that rate) for a period equal in length to the relevant Pricing Rate Period displayed on the Thomson Reuters
screen BBSY page (or such other page as may replace that page on that service, or the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters) as of 10.:30 a.m., Sydney time, on the
related Pricing Rate Determination Date (the “BBSY Screen Rate”). 
 If no BBSY Screen Rate is available for any
Pricing Rate Period, and such Pricing Rate Period is longer than the minimum period for which a BBSY Screen Rate is displayed, the BBSY Rate for such Pricing Rate Period shall be the rate which results from interpolating on a linear basis between:

 (i) the BBSY Screen Rate for the longest period (for which the BBSY Screen Rate is available) which is less than such Pricing Rate Period;
and 

  
 5 













 (ii) the BBSY Screen Rate for the shortest period (for which the BBSY Screen Rate is
available) which exceeds such Pricing Rate Period (the “Interpolated BBSY Screen Rate”). 
 If no BBSY Screen Rate is
available for any Pricing Rate Period and it is not possible to calculate an Interpolated BBSY Screen Rate for such Pricing Rate Period, Buyer shall request each of the AU Reference Banks quote the buying for bills of exchange accepted by a leading
Australian bank for amounts of not less than the Repurchase Price of the applicable Transaction for a period equal to the relevant Pricing Rate Period, as of 10:30 a.m., Sydney time, on the related Pricing Rate Determination Date. 

If at least one such offered quotation is provided, the BBSY Rate with respect to the relevant Pricing Rate Period shall be (i) where
more than one offered quotation is provided by the AU Reference Banks, the arithmetic mean (rounded upwards to four decimal places) of all of such offered quotations or (ii) where only one offered quotation is provided by the AU Reference
Banks, such offered quotation (rounded upwards to four decimal places). 
 If at or about noon, London time, on the related Pricing Rate
Determination Date, no AU Reference Banks have provided quotations, then BBSY with respect to the relevant Pricing Rate Period shall be the rate determined by Buyer, as a percentage rate per annum, of the cost to Buyer of funding an amount not less
than the Repurchase Price for the applicable Transaction in AU Dollars from whatever source it may reasonably select. 
 The BBSY Rate shall
be determined by Buyer or its agent, which determination shall be conclusive absent manifest error. If the calculation of the BBSY Rate with respect to a Pricing Rate Period results in a BBSY Rate of less than zero (0), BBSY shall be deemed to be
zero (0) for all purposes of this Agreement with respect to such Pricing Rate Period. 
 “Blocked Account Agreement”
shall mean, individually or collectively, as the context may require, (i) that certain Deposit Account Control Agreement, dated as of June 12, 2013, among Buyer, Parlex 2, Servicer and the Depository, relating to the Cash Management
Account established by Parlex 2, as the same may be amended, modified and/or restated from time to time, (ii) that certain Deposit Account Control Agreement, dated as of January 31, 2014, among Buyer, Parlex 2A, Servicer and the
Depository, relating to the Cash Management Account established by Parlex 2A, as the same may be amended, modified and/or restated from time to time, (iii) that certain Deposit Account Control Agreement, dated as of the Second Amendment and
Restatement Date, among Buyer, Parlex 2 UK, Servicer and the Depository, relating to the Cash Management Account established by Parlex 2 UK, as the same may be amended, modified and/or restated from time to time, (iv) that certain Deposit
Account Control Agreement, dated as of the Second Amendment and Restatement Date, among Buyer, Parlex 2 EUR, Servicer and the Depository, relating to the Cash Management Account established by Parlex 2 EUR, as the same may be amended, modified
and/or restated from time to time, (v) that certain Deposit Account Control Agreement, dated as of the Third Amendment and Restatement Date, among Buyer, Parlex 2 AU, Servicer and the Depository, relating to the Cash Management Account
established by Parlex 2 AU, as the same may be amended, modified and/or restated from time to time, (vi) that certain Deposit Account Control Agreement, dated as of the Fourth Amendment and Restatement Date, among Buyer, Parlex 2 CAD, Servicer
and the Depository, relating to the 

  
 6 













 
Cash Management Account established by Parlex 2 CAD, as the same may be amended, modified and/or restated from time to time, and (vii) each additional Deposit Account Control Agreement
entered into among a new Seller admitted to this Agreement pursuant to a Joinder Agreement, Buyer, Servicer and the Depository and relating to a Cash Management Account established pursuant to this Agreement by such new Seller, as the same may be
amended, modified and/or restated from time to time. 
 “Business Day” shall mean a day other than (i) a Saturday or
Sunday, (ii) a day on which the New York Stock Exchange or Federal Reserve Bank of New York is authorized or obligated by law or executive order to be closed and (iii) a day on which commercial banks in the States of New York,
Pennsylvania, Kansas or Minnesota or in London, England, Sydney, Australia, Toronto, Canada, or, as it relates to a specific Foreign Purchased Loan, the relevant non-U.S. jurisdiction in which the Mortgaged
Property securing the related Foreign Purchased Loan is located or the laws of which otherwise govern the Purchased Loan Documents relating to the subject Foreign Purchased Loan (or as otherwise designated in the Purchased Loan Documents relating to
the subject Foreign Purchased Loan and stated in the related Confirmation) are authorized or obligated by law or executive order to be closed. When used with respect to a Pricing Rate Determination Date, “Business Day” shall mean any day
other than a Saturday, a Sunday or a day on which banks in London, England are closed for interbank or foreign exchange transactions. 

“Buyer” shall mean Citibank, N.A., or any successor or assign. 

“CA Dollar” and “C$” shall mean the lawful currency of Canada. 

“Canadian Anti-Money Laundering & Anti-Terrorism Legislation” means the Criminal Code (Canada),
the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and the United Nations Act (Canada) or any similar Canadian legislation, together with all rules, regulations and interpretations thereunder or related
thereto. 
 “Capital Lease Obligations” shall mean, for any Person, all obligations of such Person to pay rent or other
amounts under a lease of (or other agreement conveying the right to use) Property to the extent such obligations are required to be classified and accounted for as a capital lease on a balance sheet of such Person under GAAP, and, for purposes of
this Agreement, the amount of such obligations shall be the capitalized amount thereof, determined in accordance with GAAP. 

“Capital Stock” shall mean any and all shares, interests, participations or other equivalents (however designated) of capital
stock of a corporation, any and all equivalent equity ownership interests in a Person which is not a corporation, including, without limitation, any and all member or other equivalent interests in any limited liability company, and any and all
warrants or options to purchase any of the foregoing. 
 “Cash Management Account” shall mean, individually or
collectively, as the context may require, with respect to each Seller, a segregated interest bearing account, in the name of such Seller for the benefit of Buyer, established at the Depository and subject to a Blocked Account Agreement. 

  
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 “Change of Control” shall mean any of the following events shall have
occurred without the prior approval of Buyer: 
 (i) Guarantor shall no longer own, directly or indirectly, 100% of the ownership interest in
Seller and Control, directly or indirectly, Seller; 
 (ii) any merger, reorganization or consolidation of Guarantor where Guarantor is not
the surviving entity; or 
 (iii) any conveyance, transfer, lease or disposal of all or substantially all assets of any Seller or Guarantor
to any Person or entity other than an Affiliate of such entity. 
 “CLO” shall mean the collateral loan obligation bond
transaction issued pursuant to the CLO Indenture. 
 “CLO Indenture” shall mean that certain Indenture, dated as of
December 21, 2017 by and among BXMT 2017-FL1, Ltd., as Issuer, BXMT 2017-FL1, LLC, as Co-Issuer, 42-16 CLO L SELL, LLC, as Advancing Agent and Wells Fargo Bank, National Association as Trustee and as Note Administrator, as the same may be amended, modified and/or restated from time to time. 

“CLO Participation A-1” shall have the meaning assigned to such term in each CLO
Participation Agreement. 
 “CLO Participation A-2” shall have the meaning assigned
to such term in each CLO Participation Agreement. 
 “CLO Participation Agreements” shall mean, individually or
collectively as the context requires, that certain (i) Participation Agreement and Future-Funding Indemnification Agreement, dated as of December 21, 2017, by and among 42-16 CLO L SELL, LLC, a
Delaware corporation (the “Mortgage Lender” and the “Initial CLO Participation A-1 Holder”), 42-16 CLO L SELL, LLC, a Delaware
corporation (the “Initial CLO Participation A-2 Holder”), Wells Fargo Bank, National Association (the “CLO Participation Custodial Agent”) and Blackstone
Mortgage Trust, Inc., a Maryland corporation (the “Future Funding Indemnitor”) with respect to the Purchased Loan known as “SunTrust Center”, (ii) Participation Agreement and Future-Funding Indemnification Agreement, dated
as of December 21, 2017, by and among Mortgage Lender, Initial CLO Participation A-1 Holder, Initial CLO Participation A-2 Holder, CLO Participation Custodial Agent
and Future Funding Indemnitor with respect to the Purchased Loan known as “Douglass Entrance”, (iii) Participation Agreement and Future-Funding Indemnification Agreement, dated as of December 21, 2017, by and among Mortgage Lender,
Initial CLO Participation A-1 Holder, Initial CLO Participation A-2 Holder, CLO Participation Custodial Agent and Future Funding Indemnitor with respect to the Purchased
Loan known as “Ambassador Waikiki II” and (iv) Participation Agreement and Future-Funding Indemnification Agreement, dated as of December 21, 2017, by and among Mortgage Lender, Initial CLO Participation A-1 Holder, Initial CLO Participation A-2 Holder, CLO Participation Custodial Agent and Future Funding Indemnitor with respect to the Purchased Loan known as “Torrance
Portfolio”, as each may be amended, modified and/or restated from time to time. 

  
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 “CLO Servicing Agreement” shall have the meaning assigned to such term in
the CLO Participation Agreements, as the same may be amended, modified and/or restated from time to time. 
 “Code” shall
mean The Internal Revenue Code of 1986 and the regulations promulgated and rulings issued thereunder, in each case as amended, modified or replaced from time to time. 

“Collateral” shall have the meaning specified in Section 6 of this Agreement. 

“Collateral Tape” shall mean, with respect to each Eligible Loan, the tape containing the fields of information set forth in
Exhibit VII attached hereto and any other similar information with respect to a Foreign Purchased Loan. 
 “Column A” shall
have the meaning specified in the definition of Facility Asset Chart. 
 “Column B” shall have the meaning specified in the
definition of Facility Asset Chart. 
 “Column C” shall have the meaning specified in the definition of Facility Asset
Chart. 
 “Column D” shall have the meaning specified in the definition of Facility Asset Chart. 

“Column E” shall have the meaning specified in the definition of Facility Asset Chart. 

“Concentration Limit” shall mean, unless otherwise agreed to in writing by Buyer (including, without limitation, in a
Confirmation), the test that shall be satisfied at any applicable date of determination, if the aggregate outstanding Purchase Price with respect to all Purchased Loans which are Participation Interests shall not exceed 33% of the Facility Amount
(i) which outstanding Purchase Price for Foreign Purchased Loans shall for purposes of such calculations be converted to U.S. Dollars based on the Purchase Date Spot Rate (U.S. Dollars) for such Foreign Purchased Loan, and (ii) excluding
for purposes of such calculation each CLO Participation A-1 issued pursuant to a CLO Participation Agreement for which no Concentration Limit shall be applicable. 

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

“Connection Income Taxes” shall mean Other Connection Taxes that are imposed on or measured by net income (however
denominated) or that are franchise Taxes or branch profits Taxes. 
 “Control” shall mean 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 or by contract and “Controlling” and “Controlled” shall have meanings
correlative thereto. 
 “Current Appraisal” shall mean, as of any date of determination, an Appraisal approved by Buyer
dated within six (6) months (or such greater number of months as Buyer may approve in its sole discretion) of such date of determination. 

  
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 “Custodial Agreement” shall mean, individually or collectively, as the
context may require, (i) that certain Third Amended and Restated Custodial Agreement, dated as of the Fourth Amendment and Restatement Date, among the Custodian, Sellers and Buyer, as the same may be further amended, modified and/or restated
from time to time, and (ii) each additional Custodial Agreement entered into among a new Seller admitted to this Agreement pursuant to a Joinder Agreement, the Custodian and Buyer, as the same may be amended, modified and/or restated from time
to time. 
 “Custodial Delivery” shall mean the form executed by Seller in order to deliver the Purchased Loan Schedule and
the Purchased Loan File to Buyer or its designee (including the Custodian) pursuant to Section 7 hereof, a form of which is attached hereto as Exhibit III. 

“Custodian” shall mean U.S. Bank, National Association, or any successor Custodian appointed by Buyer with the prior written
consent of Seller (which consent shall not be unreasonably withheld or delayed). 
 “Debt Yield (Loan UPB)” shall mean,
with respect to each Purchased Loan or proposed Purchased Loan, as of any date of determination, the net cash flow debt yield equal to the percentage equivalent of the quotient obtained by dividing (a) the in place underwritten net cash flow of
the related Mortgaged Property, as determined by Buyer in its good faith business judgment, by (b) the unpaid principal balance of such Purchased Loan or proposed Purchased Loan, as applicable, on such date of determination. 

“Debt Yield (Purchase Price)” shall mean, with respect to each Purchased Loan, as of any date of determination, the net cash
flow debt yield equal to the percentage equivalent of the quotient obtained by dividing (a) the in place underwritten net cash flow of the related Mortgaged Property, as determined by Buyer in its good faith business judgment, by (b) the
outstanding Purchase Price of such Purchased Loan on such date of determination. 
 “Default” shall mean any event which,
with the giving of notice, the passage of time, or both, would constitute an Event of Default. 
 “Defeasance” shall have
the meaning specified in Exhibit VI-I. 
 “Depository” shall mean PNC Bank, The Toronto-Dominion Bank or any successor
Depository appointed by Seller with the prior written consent of Buyer (which consent shall not be unreasonably withheld or delayed). 

“Due Date (Foreign Purchased Loan (AU))” shall have the meaning given to the term “Due Date” in the Servicing
Agreement referenced in clause (v) of the definition of Servicing Agreement. 
 “Due Diligence Package” shall mean:
(i) the Collateral Tape, (ii) the items on the Eligible Loan Due Diligence Checklist, in each case to the extent applicable and (iii) such other documents or information as Buyer or its counsel shall reasonably deem necessary. 

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

  
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 “Eligible Loan Due Diligence Checklist” shall mean the due diligence
materials set forth in Exhibit IV attached hereto and any other similar information with respect to a Foreign Purchased Loan. 

“Eligible Loans” shall mean fixed or floating rate whole mortgage loans (“Whole Loans”) or senior interests
(including “A” notes in an “A/B” note structure) in such Whole Loans (“Senior Interests”) or certificated participation interests in such Whole Loans or Senior Interests which are (1) denominated in an
Applicable Currency and (2) secured by stabilized or un-stabilized multi-family or commercial properties (including, but not limited to, office, retail, industrial and hotel properties, but excluding,
with respect to potential Foreign Purchased Loans, development and heavy restructuring facilities), which have been approved by Buyer in its sole discretion as a Purchased Loan and which satisfy all of the following criteria as of the applicable
Purchase Date: 
 (a) the Debt Yield (Loan UPB) is equal to or greater than 6.00%, 

(b) the LTV (Loan UPB) is 75.00% or less (or such higher percentage as Buyer may agree to in its sole discretion), 

(c) the LTV (Aggregate Loan UPB) is 80.00% or less, 

(d) a term of not more than five (5) years, and 

(e) in the event the maturity date of the subject Whole Loan or Senior Interests (or participation interests therein) shall be later than three
(3) years (inclusive of all extension terms) after the expiration of the Facility Availability Period, then the conditions precedent to the exercise of any option that would extend the maturity date of such Whole Loan or Senior Interests (or
participation interests therein) beyond such three (3) year period shall include extension conditions satisfactory to Buyer, including but not limited to, enhanced credit metrics relative to those in place at the time of such Purchased
Loan’s origination. 
 Eligible Loans shall also include such other loans and debt instruments (or interests in such loans and debt instruments) as
Buyer may approve from time to time in its sole discretion, subject to terms and conditions and document delivery requirements as may be established by Buyer. 

“Environmental Law” shall mean, any federal, state, provincial, territorial, foreign or local statute, law, rule, regulation,
ordinance, code 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, orders-in-council, 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 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, provincial,
territorial and local or foreign counterparts or equivalents, in each case as amended from time to time. 

  
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 “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as
amended from time to time, and the regulations promulgated thereunder. Section references to ERISA are to ERISA, as in effect at the date of this Agreement and, as of the relevant date, any subsequent provisions of ERISA, amendatory thereof,
supplemental thereto or substituted therefor. 
 “ERISA Affiliate” shall mean any corporation or trade or business that is
a member of any group of organizations (i) described in Section 414(b) or (c) of the Code of which Seller is a member and (ii) solely for purposes of potential liability under Section 302 of ERISA and Section 412 of the
Code and the lien created under Section 303(k) of ERISA and Section 430(k) of the Code, described in Section 414(m) or (o) of the Code of which Seller is a member. 

“ESA” shall have the meaning specified in Exhibit VI-I. 

“EURIBOR” shall mean, with respect to each Pricing Rate Period, the Euro interbank offered rate administered by the European
Money Markets Institute (or any other person which takes over the administration of that rate), for a three month period, that appears (a) on page EURIBOR01 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays
that rate) or (b) on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters, in each case as of 11:00 a.m., Brussels time, on the related Pricing Rate Determination Date
(the “EURIBOR Screen Rate”). If such page or service ceases to be available, Buyer may specify another page or service displaying the relevant rate after consultation with Seller. 

If the EURIBOR Screen Rate is not available, Buyer shall request the principal London office of the Reference Banks to provide (i) (other than
where clause (ii) below applies) the rate at which the relevant Reference Bank believes one prime bank is quoting to another prime bank for interbank term deposits in euro within the Participating Member States for amounts of not less than the
Repurchase Price of the applicable Transaction for the three month period; or (ii) if different, the rate (if any and applied to the relevant Reference Bank and the three month period) which contributors to the EURIBOR Screen Rate are asked to
submit to the relevant administrator, in each case, as of 11:00 a.m., Brussels time, on the related Pricing Rate Determination Date. 
 If
at least one such offered quotation is provided, EURIBOR with respect to the relevant Pricing Rate Period related to a Foreign Purchased Loan (GBP) shall be (i) where more than one offered quotation is provided by the Reference Banks, the
arithmetic mean (rounded upwards to four decimal places) of all of such offered quotations or (ii) where only one offered quotation is provided by the Reference Banks, such offered quotation (rounded upwards to four decimal places). 

If at or about noon, London time, on the related Pricing Rate Determination Date, no Reference Banks have provided quotations, then EURIBOR
with respect to the relevant Pricing Rate Period related to a Foreign Purchased Loan (GBP) shall be the rate determined by Buyer, as a percentage rate per annum, of the cost to Buyer of funding an amount not less than the Repurchase Price for the
applicable Transaction from whatever source it may reasonably select. 

  
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 EURIBOR shall be determined by Buyer or its agent, which determination shall be conclusive
absent manifest error. If the calculation of EURIBOR with respect to a Pricing Rate Period results in a EURIBOR rate of less than zero (0), EURIBOR shall be deemed to be zero (0) for all purposes of this Agreement with respect to such Pricing
Rate Period. 
 “EURIBO Rate” shall mean, with respect to any Pricing Rate Period pertaining to a Transaction for which
EURIBOR is the applicable Pricing Rate, a rate per annum determined for such Pricing Rate Period in accordance with the following formula (rounded upward to the nearest 1/100th of 1%): 

                EURIBOR      
           
 1 – Reserve Requirement 

“EURIBOR Screen Rate” shall have the meaning set forth in the definition of EURIBOR. 

“Euros” and “€” shall mean the lawful currency of the member states of the European Union that have
adopted and retain the single currency in accordance with the Treaty establishing the European Community, as amended from time to time; provided that if any member state or states ceases to have such single currency as its lawful currency
(such member state(s) being the “Exiting State(s)”), Euro and € shall, for the avoidance of doubt, mean for all purposes of this Agreement the single currency adopted and retained as the lawful currency of the remaining member
states and shall not include any successor currency introduced by the Exiting State(s). 
 “Event of Default” shall have
the meaning specified in Section 14(a) of this Agreement. 
 “Excluded Taxes” shall mean, any of the following Taxes
imposed on or with respect to payment to Buyer or required to be withheld or deducted from such payment, (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 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 Taxes (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) U.S. federal withholding Taxes imposed on amounts payable to or for the account of Buyer with respect to an interest in the Transactions
pursuant to a law in effect on the date on which such Party (i) acquires such interest in the Transactions or (ii) changes its principal office or the office from which it books the Transactions, except in each case to the extent that,
pursuant to Section 31, amounts with respect to such Taxes were payable either to such Buyer’s assignor immediately before such Buyer became a party hereto or to such Buyer immediately before it changed the office from which it books the
Transactions, (c) Taxes attributable to Buyer’s failure to comply with Section 31 of this Agreement, (d) Taxes attributable to Buyer’s failure to comply with its obligations under Sections 19(c), 19(d) or 23(i) of this
Agreement, (e) any withholding Taxes imposed under FATCA, (f) any U.S. federal backup withholding Taxes imposed under Section 3406 of the Code, (g) an Australian Tax required to be withheld or deducted from any interest or other
payment under Division 11A of Part III of the Income Tax Assessment Act 1936 (Cth) or the Income Tax Assessment Act 1997 (Cth) or Subdivision 12-F of Schedule 1 to the Taxation Administration
Act 1953 (Cth), and (h) any interest, additions to tax or penalties in respect of the foregoing. 

  
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 “Exit Fee” shall have the meaning specified in the Fee Agreement. 

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

“Facility Amount” shall mean, subject to Section 30(j) of this Agreement, One Billion Dollars ($1,000,000,000);
provided that whenever under this Agreement Seller and Buyer are required or otherwise need to calculate whether the Facility Amount has been or would be exceeded, then all applicable amounts for Foreign Purchased Loans necessary for such
calculation shall be converted to U.S. Dollars based on the Purchase Date Spot Rate (U.S. Dollars) for such Foreign Purchased Loan for all purposes of such calculation. 

“Facility Asset Chart” shall mean a chart in the form of Exhibit XII to this Agreement setting forth, as of any date of
determination, with respect to each Purchased Loan, (i) the current outstanding Purchase Price (under the heading “Current Outstanding Buyer Purchase Prices” and referred to herein as “Column A”), (ii) the current
Margin Excess (Other) (under the heading “Current Margin Excess (Other)” and referred to herein as “Column B”), (iii) the available Margin Excess (Future Funding) (under the heading “Adjusted Margin Excess (Future
Fundings)” and referred to herein as “Column C”), (iv) the Maximum Purchase Price (under the heading “Total of A, B, C” and referred to herein as “Column D”), and (v) the potentially available
Margin Excess (Future Funding) (under the heading “Potential Margin Excess (Future Fundings)” and referred to herein as “Column E”). 

“Facility Availability Period” shall mean the period commencing on June 12, 2013 and ending on October 12, 2021 (or
if such day is not a Business Day, the next succeeding Business Day). Notwithstanding anything herein to the contrary, at any time during the Facility Availability Period, Seller may request an extension of the Facility Availability Period which
extension shall be in Buyer’s sole discretion and subject to terms and conditions determined by Buyer in its sole discretion. 

“Facility Expiration Date” shall mean the last day of the Facility Availability Period; provided, that the Facility
Expiration Date shall be extendible by Seller on an annual basis thereafter (i.e. for consecutive twelve (12) month periods), subject to the following: 

(a) Seller delivers to Buyer a written request of the extension of the Facility Expiration Date no earlier than ninety (90) nor later than
thirty (30) days before the then current Facility Expiration Date, 
 (b) no Default or Event of Default has occurred and is continuing
on the date the request to extend is delivered or on the then current Facility Expiration Date, 
 (c) no Margin Deficit exists that has not
been satisfied, 
 (d) the Concentration Limit is satisfied on the date the request to extend is delivered and on the then current Facility
Expiration Date (except to the extent waived or otherwise approved by Buyer), and 

  
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 (e) Seller shall have paid to Buyer the Extension Fee on or before the then current Facility
Expiration Date. 
 “FATCA” shall mean Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any
amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and, for the avoidance of doubt, any agreements entered into
pursuant to any of the foregoing. 
 “FCA Regulations” shall have the meaning specified in Section 23(a) of this
Agreement. 
 “FDIA” shall have the meaning specified in Section 23(f) of this Agreement. 

“FDICIA” shall have the meaning specified in Section 23(g) of this Agreement. 

“Fee Agreement” shall mean: (i) that certain Sixth Amended and Restated Fee Letter, dated as of the Fourth Amendment and
Restatement Date, between Seller and Buyer, as the same may be amended, modified and/or restated from time to time (including through a Joinder Agreement), and (ii) each additional Fee Letter entered into among a new Seller admitted to this
Agreement pursuant to a Joinder Agreement, the Custodian and Buyer, as the same may be amended, modified and/or restated from time to time. 

“Filings” shall have the meaning specified in Section 6. 

“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. 
 “FIRREA” shall mean the Financial
Institutions, Reform, Recovery and Enforcement Act of 1989. 
 “First Amendment and Restatement Date” shall mean
July 28, 2014. 
 “Foreign Assignment Agreement” shall mean, with respect to a Foreign Purchased Loan, a security
agreement or a security deed between the applicable Seller and Buyer pursuant to which such Seller assigns by way of security to Buyer all of its right, title and interest under and in relation to each related Purchased Loan Document relating to
such Foreign Purchased Loan (including its rights against any Security Agent) and any professional report delivered with respect to a Foreign Purchased Loan that is addressed to or capable of being relied on by such Seller. 

“Foreign Purchased Loan” shall mean: (i) with respect to any Transaction, an Eligible Loan secured by Mortgaged Property
located outside of the United States of America or any territory thereof and which is sold by the applicable Seller to Buyer in such Transaction and (ii) with respect to the Transactions for Foreign Purchased Loans in general, all Eligible
Loans secured by Mortgaged Property located outside of the United States of America or any territory thereof and which are sold by the applicable Sellers to Buyer. 

  
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 “Foreign Purchased Loan (AU)” shall mean a Foreign Purchased Loan
denominated in AU Dollars. 
 “Foreign Purchased Loan (CAD)” shall mean a Foreign Purchased Loan denominated in CA Dollars.

 “Foreign Purchased Loan (EUR)” shall mean a Foreign Purchased Loan denominated in Euros. 

“Foreign Purchased Loan (GBP)” shall mean a Foreign Purchased Loan denominated in Pounds Sterling. 

“Foreign Sanctions Authority” shall mean the Financial Conduct Authority, the Foreign & Commonwealth Office, Her
Majesty’s Treasury of the United Kingdom, the Department of Foreign Affairs and Trade of Australia, the Department of Foreign Affairs, Trade and Development of Canada, the United Nations or any other analogous Governmental Authority in any
applicable non-U.S. jurisdiction in which a Mortgaged Property securing a Purchased Loan is located. 

“Foreign Sanctions List” shall mean any sanctions or “black” list maintained by a Foreign Sanctions Authority. 

“Fourth Amendment and Restatement Date” shall mean February 15, 2019. 

“Funding Fee” shall have the meaning specified in the Fee Agreement. 

“Future Funding Conditions Precedent” shall have the meaning specified in Section 4(c). 

“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, provincial, territorial,
local or other political subdivision thereof 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). 
 “Ground Lease” shall have the meaning specified in Exhibit VI-I. 

“Guarantor” shall mean Blackstone Mortgage Trust, Inc., a Maryland corporation (or, following a substitution consummated in
accordance with Section 9, Successor Guarantor). 
 “Guaranty” shall mean the Limited Guaranty, dated as of
June 12, 2013, from Guarantor in favor of Buyer, as amended by that certain First Amendment to Limited Guaranty, dated as of November 20, 2013, from Guarantor in favor of Buyer, as further amended by that certain Second Amendment to
Limited Guaranty, dated as of February 24, 2014, from Guarantor in favor of Buyer, as further amended by that certain Third Amendment to Limited Guaranty, dated as of the Second Amendment and Restatement Date, from Guarantor in favor of Buyer,
as further amended by that certain Fourth Amendment to Limited Guaranty, dated as of the Third Amendment and Restatement Date, as further amended by that Fifth Amendment to Limited Guaranty, dated as of the Fourth Amendment and Restatement Date, as
the same may be further amended, modified and/or restated from time to time. 

  
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 “Hedging Transactions” shall mean, with respect to any Purchased Loan that
is a fixed rate loan, 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, either generally or under specific contingencies, entered into by Seller with either (x) Buyer or an Affiliate of Buyer or (y) one or
more other counterparties reasonably acceptable to Buyer and, in the case of clause (y) only, assigned by Seller to Buyer as additional collateral for the applicable Transaction. 

“Income” shall mean, with respect to any Purchased Loan at any time, the sum of (x) any principal thereof and all
interest, dividends or other distributions thereon and (y) all net sale proceeds received by Seller in connection with a sale of such Purchased Loan to a Person other than Buyer. 

“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; contingent or future funding obligations under any Purchased Loan or any obligations senior to, or pari passu with, any Purchased Loan; (e) Capital Lease Obligations of such Person; and (f) obligations of such Person
under repurchase agreements or like arrangements; (g) Indebtedness of others guaranteed by such Person to the extent of such guarantee; and (h) all obligations of such Person incurred in connection with the acquisition or carrying of fixed
assets by such Person. Notwithstanding the foregoing, nonrecourse Indebtedness owing pursuant to a securitization transaction such as a REMIC securitization, a collateralized loan obligation transaction or other similar securitization shall not be
considered Indebtedness for any person. 
 “Indemnified Amounts” and “Indemnified Parties” shall have the
meaning specified in Section 27 of this Agreement. 
 “Indemnified Taxes” shall mean: (a) Taxes, other than
Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of Seller under any Transaction Document and (b) Other Taxes. 

  
 17 













 “Independent Director” shall mean a duly appointed manager or member of the
board of directors (or managers) of the relevant entity who shall not have been, at the time of such appointment or at any time while serving as a director or manager of the relevant entity and may not have been at any time in the preceding five
(5) years, (a) a direct or indirect legal or beneficial owner in such entity or any of its Affiliates, (b) a creditor, supplier, employee, officer, director (other than in its capacity as Independent Director), family member, manager
or contractor of such entity or any of its Affiliates, or (c) a Person who controls (directly, indirectly or otherwise) such entity or any of its Affiliates or any creditor, supplier, employee, officer, director, family member, manager or
contractor of such Person or any of its Affiliates. 
 “Index Rate” shall mean the EURIBO Rate, LIBO Rate or BBSY Rate, as
applicable. 
 “Insolvency Laws” shall mean the Bankruptcy Code, the Bankruptcy and Insolvency Act (Canada), the
Companies’ Creditors Arrangement Act (Canada), and the Winding-Up and Restructuring Act (Canada) and all other applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement,
receivership, insolvency, reorganization, suspension or payments and similar debtor relief laws from time to time in effect affecting the rights of creditors generally. 

“Insurance Rating Requirements” shall have the meaning specified in Exhibit VI-I. 

“Irrevocable Direction Letter” shall have the meaning specified in Section 5(b). 

“Joinder Agreement” shall have the meaning specified in the definition of Seller. 

“Junior Interest” shall have the meaning specified in Exhibit VI-I. 

“LIBOR” shall mean: 

(a) With respect to each Pricing Rate Period related to any U.S. Purchased Loan, the rate (expressed as a percentage per annum) for deposits in
U.S. Dollars, for a one month period, that appears on “Page BBAM” of the Bloomberg Financial Markets Services Screen (or the successor thereto) as of 11:00 a.m., London time, on the related Pricing Rate Determination Date. If such rate
does not appear on “Page BBAM” of the Bloomberg Financial Markets Services Screen (or the successor thereto) as of 11:00 a.m., London time, on such Pricing Rate Determination Date, Buyer shall request the Reference Banks to provide such
bank’s offered quotation (expressed as a percentage per annum) to prime banks in the London interbank market for deposits in U.S. Dollars for a one month period as of 11:00 a.m., London time, on such Pricing Rate Determination Date for amounts
of not less than the Repurchase Price of the applicable Transaction. If at least two such offered quotations are so provided, LIBOR with respect to the relevant Pricing Rate Period related to a U.S. Purchased Loan, shall be the arithmetic mean of
such quotations. If fewer than two such quotations are so provided, Buyer shall request any three major banks in New York City selected by Buyer to provide such bank’s rate (expressed as a percentage per annum) for loans in U.S. Dollars to
leading European banks for a one month period as of approximately 11:00 a.m., New York City time on the applicable Pricing Rate Determination Date for amounts of not less than the Repurchase Price of such Transaction. If at least two such rates are
so provided, LIBOR with respect to the relevant Pricing Rate Period related to a U.S. Purchased Loan shall be the arithmetic mean of such rates. LIBOR with respect to each Pricing Rate Period related to any U.S. Purchased Loan shall be determined by
Buyer or its agent, which determination shall be conclusive absent manifest error; and 

  
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 (b) With respect to each Pricing Rate Period related to any Foreign Purchased Loan (GBP),
the London interbank offered rate administered by ICE Benchmark Administration Limited (or any person which takes over the administration of that rate) for deposits in Pounds Sterling for a three month period that appears page LIBOR01 of the Thomson
Reuters screen (or any replacement Thomson Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters as of 11:00 a.m., London time, on
the related Pricing Rate Determination Date (the “LIBOR Screen Rate”). If the LIBOR Screen Rate ceases to be available, Buyer may specify another page or service displaying the relevant rate after consultation with Seller. If
the LIBOR Screen Rate is unavailable, Buyer shall request the principal London office of the Reference Banks to provide (i) if the Reference Bank is a contributor to the LIBOR Screen Rate and it consists of a single figure, the rate applied to
the relevant Reference Bank and Pounds Sterling in amounts not less than the Repurchase Price of the applicable Transaction for a three-month period, or (ii) in any other case, the rate at which the relevant Reference Bank could fund itself in
in Pounds Sterling for amounts of not less than the Repurchase Price of the applicable Transaction for a three-month period with reference to the unsecured wholesale funding market as of 11:00 a.m., Brussels time, on the related Pricing Rate
Determination Date. 
 If at least one such offered quotation is provided, LIBOR with respect to the relevant Pricing Rate Period related to
a Foreign Purchased Loan (GBP) shall be (i) where more than one offered quotation is provided by the Reference Banks, the arithmetic mean (rounded upwards to four decimal places) of all of such offered quotations or (ii) where only one
offered quotation is provided by the Reference Banks, such offered quotation (rounded upwards to four decimal places). 
 If at or about
noon, London time, on the related Pricing Rate Determination Date, no Reference Banks have provided quotations, then LIBOR with respect to the relevant Pricing Rate Period related to a Foreign Purchased Loan (GBP) shall be the rate determined by
Buyer, as a percentage rate per annum, of the cost to Buyer of funding an amount not less than the Repurchase Price for the applicable Transaction from whatever source it may reasonably select. 

LIBOR with respect to each Pricing Rate Period related to any Foreign Purchased Loan (GBP) shall be determined by Buyer or its agent, which
determination shall be conclusive absent manifest error. 
 If the calculation of LIBOR pursuant to this definition with respect to a
Pricing Rate Period related to a Purchased Loan sold by Seller to Buyer in a Transaction after the Second Amendment and Restatement Date results in a LIBOR rate of less than zero (0), LIBOR shall be deemed to be zero (0) for all purposes of
this Agreement with respect to such Pricing Rate Period. 

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

                LIBOR      
           
 1 – Reserve Requirement 

“LIBOR Screen Rate” shall have the meaning set forth in the definition of LIBOR. 

“Lien” shall mean any mortgage, lien, encumbrance, charge, hypothec, trust, retention of title or other security interest by
way of, or having similar commercial effect to, security for the payment or performance of an obligation, whether arising under contract, by operation of law, judicial process or otherwise. 

“LTV (Aggregate Loan UPB)” shall mean, with respect to any Purchased Loan or proposed Purchased Loan, the ratio, expressed as
a percentage, the numerator of which shall equal the sum of (x) the unpaid principal balance of such Purchased Loan or proposed Purchased Loan plus (y) the unpaid principal balance of any subordinate or mezzanine debt secured indirectly by
the Mortgaged Property and the denominator of which shall equal the “as is” value of such Mortgaged Property securing such Purchased Loan or proposed Purchased Loan as determined by Buyer as of the Purchase Date in its sole discretion and,
in each case, calculated using the Applicable Currency relevant to such Purchased Loan. For purposes of determining the value of a Mortgaged Property in accordance with this definition, (i) the value may be determined by reference to a Current
Appraisal, discounted cash flow analysis or other commercially reasonable method and (ii) for the avoidance of doubt, Buyer may reduce value for any actual or potential risks (including risk of delay) posed by any Liens on the related Mortgaged
Property. 
 “LTV (Loan UPB)” shall mean, with respect to any Purchased Loan or proposed Purchased Loan, the ratio,
expressed as a percentage, the numerator of which shall equal the unpaid principal balance of such Purchased Loan or proposed Purchased Loan, as applicable, and the denominator of which shall equal the “as is” value of the related
Mortgaged Property securing such Purchased Loan or proposed Purchased Loan, as applicable, as determined by Buyer as of the Purchase Date in its sole discretion and, in each case, calculated using the Applicable Currency relevant to such Purchased
Loan. For purposes of determining the value of a Mortgaged Property in accordance with this definition, (i) the value may be determined by reference to a Current Appraisal, discounted cash flow analysis or other commercially reasonable method
and (ii) for the avoidance of doubt, Buyer may reduce value for any actual or potential risks (including risk of delay) posed by any Liens on the related Mortgaged Property. 

“LTV (Purchase Price)” shall mean, with respect to any Purchased Loan, the ratio, expressed as a percentage, the numerator of
which shall equal the outstanding Purchase Price of such Purchased Loan and the denominator of which shall equal the “as is” value of the related Mortgaged Property securing such Purchased Loan as determined by Buyer as of the Purchase
Date in its sole discretion and at all times thereafter in Buyer’s commercially reasonable discretion and, in each case, calculated using the Applicable Currency relevant to such Purchased Loan. For purposes of determining the value of a
Mortgaged Property in accordance with this definition, (i) the value may be determined by reference to a Current Appraisal, discounted cash flow analysis or other commercially reasonable method and (ii) for the avoidance of doubt, Buyer
may reduce value for any actual or potential risks (including risk of delay) posed by any Liens on the related Mortgaged Property. 

  
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 “MAI” shall have the meaning specified in Exhibit VI-I. 
 “Margin Amount” shall mean, with respect to any Purchased Loan as of any date of
determination, an amount equal to the product of the applicable Margin Percentage and the outstanding Purchase Price of such Purchased Loan as of such date. 

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

“Margin Deficit Notice” shall have the meaning specified in Section 4(b). 

“Margin Excess” shall mean, as applicable, Margin Excess (Future Funding) or Margin Excess (Other). 

“Margin Excess (Future Funding)” shall have the meaning specified in Section 4(c). 

“Margin Excess (Other)” shall have the meaning specified in Section 4(e). 

“Margin Percentage” shall mean, with respect to any Purchased Loan as of any date of determination, the reciprocal of the
applicable Maximum Purchase Price Percentage. 
 “Market Value” shall mean, with respect to any Purchased Loan, the market
value for such Purchased Loan, as determined by Buyer at the Applicable Standard of Discretion on each Business Day in accordance with this definition. For purposes of Section 4(a) and 5(e), as applicable, changes in the Market Value of a
Purchased Loan shall be determined solely in relation to material positive or negative changes (relative to Buyer’s initial underwriting or the most recent determination of Market Value in terms of the performance or condition, taken in the
aggregate, of (i) the Mortgaged Property securing the Purchased Loan or other collateral securing or related to the Purchased Loan, (ii) the Purchased Loan’s borrower (including obligors, guarantors, participants and sponsors) and the
borrower on any underlying property or other collateral securing such Purchased Loan, (iii) the commercial real estate market relevant to the Mortgaged Property, and (iv) any actual risks posed by any liens or claims on the related
Mortgaged Property or Properties. In addition, the Market Value for any Purchased Loan may be deemed by Buyer to be zero or such greater amount (in the Applicable Standard of Discretion) in the event any of the following occurs with respect to such
Purchased Loan: (a) a negative change in Market Value to the extent resulting from a continuing material breach of a representation or warranty set forth on Exhibit VI-I, Exhibit VI-II, Exhibit VI-III or Exhibit VI-IV, as applicable (but without giving effect to any qualifications for Seller’s Actual Knowledge); or (b) the Repurchase Date with respect to
such Purchased Loan occurs without repurchase of such Purchased Loan. For the avoidance of doubt, the Market Value of any Purchased Loan shall be denominated in the same Applicable Currency as the Purchase Price of such Purchased Loan and, if
determined in a currency other than such Applicable Currency, shall be converted to such Applicable Currency for the purposes herein based on the applicable Purchase Date Spot Rate with respect to such Purchased Loan. 

  
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 “Material Adverse Effect” shall mean a material adverse effect on
(a) the business, condition (financial or otherwise) or results of operations of Seller and Guarantor, taken as a whole, (b) the ability of Seller or Guarantor to pay and perform its material obligations under any of the Transaction
Documents, (c) the legality, validity or enforceability of any of the Transaction Documents, (d) the rights and remedies of Buyer under any of the Transaction Documents, or (e) the perfection or priority of any Lien granted under any
Purchased Loan Document. 
 “Maximum LTV (Purchase Price)” shall mean, with respect to any Purchased Loan, the ratio,
expressed as a percentage, the numerator of which shall equal the Maximum Purchase Price of the Purchased Loan and the denominator of which shall equal the “as is” value of the related Mortgaged Property securing such Purchased Loan as
determined by Buyer in its commercially reasonable discretion and, in each case, calculated using the Applicable Currency relevant to such Purchased Loan. 

“Maximum Purchase Price” shall have the meaning set forth in the Fee Agreement. 

“Maximum Purchase Price Percentage” shall have the meaning set forth in the Fee Agreement. 

“Mortgage” shall mean: (x) with respect to U.S. Purchased Loans, 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, or a leasehold interest therein, securing a mortgage note or similar evidence
of indebtedness, and (y) with respect to Foreign Purchased Loans, the related mortgage, debenture, hypothec, charge or equivalent security deed or other instrument creating a first priority lien, first priority mortgage, first priority charge,
first priority hypothec or first priority security interest in an estate in fee simple in real or immovable property and the improvements thereon, or in a freehold or crown or other leasehold interest therein, securing a mortgage note or similar
evidence of indebtedness and any other security deed or other instrument or securing indebtedness under a loan or facility agreement (and any related finance documentation), in each case securing indebtedness under applicable Requirements of Law in
the relevant non-U.S. jurisdiction. 
 “Mortgage Note” shall mean: (x) with
respect to U.S. Purchased Loans, a note or other evidence of indebtedness of a Mortgagor secured by a Mortgage in connection with such U.S. Purchased Loan, and (y) with respect to Foreign Purchased Loans, any evidence of indebtedness of a
Mortgagor that is secured by a Mortgage in connection with such Foreign Purchased Loan (including, without limitation, the applicable facility or loan agreement). 

“Mortgaged Property” shall mean the real or immovable property securing repayment of the debt evidenced by (x) with
respect to U.S. Purchased Loans, a Mortgage Note, (y) with respect to Foreign Purchased Loans other than Foreign Purchased Loans (CAD), a Mortgage, and (z) with respect to Foreign Purchased Loans (CAD), a Mortgage or Mortgage Note. 

  
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 “Mortgagee” shall mean the record holder or registered holder (as
applicable) of (x) with respect to U.S. Purchased Loans, a Mortgage Note secured by a Mortgage, and (y) with respect to Foreign Purchased Loans, a Mortgage. 

“Mortgagor” shall mean the obligor (x) with respect to U.S. Purchased Loans, on a Mortgage Note and the grantor of the
related Mortgage, and (y) with respect to Foreign Purchased Loans, that is expressed in the loan agreement for the relevant Foreign Purchased Loan to be the legal or beneficial owner of the relevant Mortgaged Property and which is the grantor
of the related Mortgage. 
 “MTM Representations” shall mean the representations and warranties set forth as items (a) 11,
12, 14, 25, 35, 36, 37, 42, 47, 50 and 55 on Exhibit VI-I of this Agreement, (b) 3, 7, 9, 16 and 20 on Exhibit VI-II of this Agreement, (c) 8, 9, 18, 19, 20, 21,
24 and 30 on Exhibit VI-III of this Agreement, and (d) 10, 11, 13, 22, 28, 29, 30, 35, 39 and 46 on Exhibit VI-IV of this Agreement. 

“Multiemployer Plan” shall mean a multiemployer plan defined as such in Section 3(37) of ERISA to which contributions
have been, or were required to have been, made by Seller or any ERISA Affiliate during the preceding five plan years and which is subject to Title IV of ERISA. 

“OFAC” shall mean the U.S. Department of Treasury, Office of Foreign Assets Control 

“OFAC List” shall mean the Specially Designated Nationals list maintained by OFAC. 

“Omnibus Amendment” shall mean that certain Omnibus Amendment to Other Transaction Documents and Reaffirmation of Guaranty
dated as of the First Amendment and Restatement Date, by and among Seller, Guarantor and Buyer. 
 “Original Agreement”
shall have the meaning set forth in Section 1 of this Agreement. 
 “Other Connection Taxes” shall mean Taxes imposed
as a result of a present or former connection between Buyer and the jurisdiction imposing such Taxes (other than a connection arising solely as a result of Buyer having executed, delivered, become a party to, performed its obligations under,
received payments under, received or perfected a security interest under or enforced any Transaction Document, or sold or assigned an interest in any Transaction or Transaction Document). 

“Other Taxes” shall mean all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes
(including, without limitation, United Kingdom stamp duty and stamp duty reserve tax) that arise from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under any Transaction
Document; provided, however, that Other Taxes shall not include (i) Taxes imposed with respect to an assignment, transfer or sale of participation or other interest in or with respect to the Transaction Documents or (ii) any Excluded
Taxes. 
 “Parlex 2” shall have the meaning set forth in the preamble of this Agreement. 

  
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 “Parlex 2A” shall have the meaning set forth in the preamble of this
Agreement. 
 “Parlex 2 AU” shall have the meaning set forth in the preamble of this Agreement. 

“Parlex 2 CAD” shall have the meaning set forth in the preamble of this Agreement. 

“Parlex 2 EUR” shall have the meaning set forth in the preamble of this Agreement. 

“Parlex 2 UK” shall have the meaning set forth in the preamble of this Agreement. 

“Participant Register” shall have the meaning specified in Section 19(d). 

“Participating Member State” shall mean any member state of the European Union that has the Euro as its lawful currency in
accordance with legislation of the European Union relating to Economic and Monetary Union. 
 “Participation Interests”
shall have the meaning assigned to such term in Exhibit VI-II. 
 “Permitted
Encumbrances” shall have the meaning specified in Exhibit VI-I. 
 “Permitted Liens” shall mean any of the
following as to which no enforcement, collection, execution, levy or foreclosure proceeding has been commenced: (a) Liens for Taxes not yet due and payable or which are being contested in good faith and for which adequate reserves have been
established in accordance with GAAP, (b) Liens imposed by Requirements of Law, such as materialmen’s, mechanics’, carriers’, workmen’s, repairmen’s, construction, builder’s and similar Liens, arising in the
ordinary course of business securing obligations that are not overdue for more than thirty (30) days, (c) Liens securing the unpaid balance of purchase money for property acquired in the ordinary course of business under an instalment
contract on the supplier’s standard terms where such unpaid balance is not yet due, and (d) Liens granted pursuant to or by the Transaction Documents. 

“Permitted Purchased Loan Modification” shall mean any modification or amendment of a Purchased Loan which is not a
Significant Purchased Loan Modification. 
 “Person” shall mean an individual, corporation, limited liability company,
business trust, partnership, joint tenant or tenant-in-common, trust, unincorporated organization, or other entity, or a federal, provincial, territorial, state or local
government or any agency or political subdivision thereof. 
 “PEXA” shall mean the electronic registration platform known
as Property Exchange Australia. 
 “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 Section 302 of ERISA or Section 412 of the Code, other than a Multiemployer Plan. 

  
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 “Plan Party” shall have the meaning specified in Section 22(a) of this
Agreement. 
 “Pounds Sterling” and “£” shall mean the lawful currency for the time being of the
United Kingdom. 
 “PPSA” shall mean, (i) with respect to any Foreign Purchased Loan (AD), the Personal Property
Securities Act (2009) Cth; and (ii) with respect to any Foreign Purchased Loan (CAD), the personal property security legislation of the province or territory and/or other jurisdiction where filing and/or recording is necessary or
desirable for perfection of validly created security interests in personal property related to such Foreign Purchased Loan (CAD) in accordance with the terms and requirements of such legislation as is applicable, including the regulations thereto.

 “PPS Register” shall mean the Personal Property Securities Register established under section 147 of the
PPSA. 
 “Price Differential” shall mean, with respect to any Transaction as of any date, the aggregate amount obtained by
daily application of the Pricing Rate for such Transaction to the outstanding Purchase Price for such Transaction on a
360-day-per-year basis (or, in the case of Foreign Purchased Loans (AU) only, a 365-day-per-year basis) for the actual number of days during the period commencing on (and including) the Purchase Date for such Transaction and ending on (but
excluding) the date of determination (reduced by any amount of such Price Differential previously paid by Seller to Buyer with respect to such Transaction). Price Differential shall be payable in the Applicable Currency of the Purchase Price of the
applicable Purchased Loan. 
 “Pricing Matrix” shall mean the matrix attached to the Fee Agreement which shall be used to
determine the Purchase Price Percentage, Maximum Purchase Price Percentage and the Applicable Spread for each Purchased Loan. 

“Pricing Rate” shall mean, for any Pricing Rate Period, an annual rate equal to the Index Rate for such Pricing Rate Period
(as specified in the related Confirmation) plus the Applicable Spread for such Transaction plus the Spread Adjustment for such Transaction and shall be subject to adjustment and/or conversion as provided in Sections 3(g) and 3(h) of this Agreement.

 “Pricing Rate Determination Date” shall mean with respect to any Pricing Rate Period with respect to any Transaction,
the second (2nd) Business Day preceding the first day of such Pricing Rate Period (or, in the case of a Foreign Purchased Loan (AU) only, the first day of such Pricing Rate Period). 

“Pricing Rate Period” shall mean, (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 such
Remittance Date and ending on and excluding the following Remittance Date; provided, however, that in no event shall any Pricing Rate Period end subsequent to the Repurchase Date. 

“Prime Rate” shall mean the prime rate of U.S. commercial banks as published in The Wall Street Journal (or, if more than one
such rate is published, the average of such rates). 

  
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 “Principal Payment” shall mean, with respect to any Purchased Loan, any
payment or prepayment of principal received by the Depository in respect thereof. 
 “Prohibited Person” shall mean any
(1) person or entity who is on the OFAC List or any Foreign Sanctions List; a “designated national,” “specially designated national,” “specially designated terrorist,” “specially designated global
terrorist,” “foreign terrorist organization,” or “blocked person” within the definitions set forth in the Foreign Assets Control Regulations of the United States Treasury Department, 31 C.F.R., Subtitle B, Chapter V, as
amended, (2) person acting on behalf of, or an entity owned or controlled by, any government against whom the United States maintains economic sanctions or embargoes under the Regulations of the United States Treasury Department, 31 C.F.R.,
Subtitle B, Chapter V, as amended, including, but not limited to, the “Government of Sudan,” the “Government of Iran,” and the “Government of Cuba,” and any person or organization determined by the Director of the
Office of Foreign Assets Control to be included within 31 C.F.R. Section 575.306 (definition of “Government of Iraq”), (3) person or entity who is listed in the Annex to or is otherwise within the scope of Executive Order
13224 – Blocking Property and Prohibiting Transactions with Person who Commit, Threaten to Commit, or Support Terrorism, effective September 24, 2001, or (4) person or entity subject to additional restrictions imposed by the following
statutes or Regulations and Executive Orders issued thereunder: the Trading with the Enemy Act, 50 U.S.C. app. §§ 1 et seq., the Iraq Sanctions Act, Pub. L.
101-513, Title V, §§ 586 to 586J, 104 Stat. 2047, the National Emergencies Act, 50 U.S.C. §§ 1601 et seq., the
Anti-Terrorism and Effective Death Penalty Act of 1996, Pub. L. 104-132, 110 Stat. 1214-1319, the International Emergency
Economic Powers Act, 50 U.S.C. §§ 1701 et seq., the United Nations Participation Act, 22 U.S.C. § 287c, the International Security and Development Cooperation Act, 22 U.S.C. § 2349aa-9, the Nuclear Proliferation Prevention Act of 1994, Pub. L. 103-236, 108 Stat. 507, the Foreign Narcotics Kingpin Designation Act, 21 U.S.C.
§§ 1901 et seq., the Iran and Libya Sanctions Act of 1996, Pub. L. 104-172, 110 Stat. 1541, the Cuban Democracy Act, 22 U.S.C. §§ 6001
et seq., the Cuban Liberty and Democratic Solidarity Act, 22 U.S.C. §§ 6201-91, the Foreign Operations, Export Financing and Related Programs Appropriations Act,
1997, Pub. L. 104-208, 110 Stat. 3009-172, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001,
Pub. L. 107-56, 115 Stat. 272, or any other law of similar import as to any non-U.S. country, as each such Act or law has been or may be amended, adjusted, modified, or
reviewed from time to time. 
 “Prohibited Transferee” shall mean any of the Persons listed on Schedule I attached to this
Agreement. 
 “Property” shall mean any right or interest in or to property of any kind whatsoever, whether real, personal
or mixed and whether tangible or intangible. 
 “Property Report” shall mean, with respect to a Foreign Purchased Loan, an
original, duplicate or counterpart certificate, report or document of title in relation to the related Mortgaged Property (including, if applicable, a certificate of units in a unit trust or share certificate) that is delivered as a condition
precedent to the making of the related Foreign Purchased Loan under the loan agreement for such Foreign Purchased Loan. 

  
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 “Purchase Date” shall mean any date on which a Purchased Loan is to be
transferred by Seller to Buyer. 
 “Purchase Date Spot Rate (AU)” shall mean with respect to any Purchased Loan which is
not a Foreign Purchased Loan (AU), the Spot Rate for converting the Applicable Currency of such Purchased Loan to AU Dollars on the related Purchase Date (which shall be set forth in the applicable Confirmation). 

“Purchase Date Spot Rate (CAD)” shall mean with respect to any Purchased Loan which is not a Foreign Purchased Loan (CAD),
the Spot Rate for converting the Applicable Currency of such Purchased Loan to CA Dollars on the related Purchase Date (which shall be set forth in the applicable Confirmation). 

“Purchase Date Spot Rate (EUR)” shall mean with respect to any Purchased Loan which is not a Foreign Purchased Loan (EUR),
the Spot Rate for converting the Applicable Currency of such Purchased Loan to Euro on the related Purchase Date (which shall be set forth in the applicable Confirmation). 

“Purchase Date Spot Rate (GBP)” shall mean with respect to any Purchased Loan which is not a Foreign Purchased Loan (GBP),
the Spot Rate for converting the Applicable Currency of such Purchased Loan to Pounds Sterling on the related Purchase Date (which shall be set forth in the applicable Confirmation). 

“Purchase Date Spot Rate (U.S. Dollars)” shall mean with respect to any Purchased Loan which is not a U.S. Purchased Loan,
the Spot Rate for converting the Applicable Currency of such Purchased Loan to U.S. Dollars on the related Purchase Date (which shall be set forth in the applicable Confirmation). 

“Purchase Date Spot Rate” shall mean the Purchase Date Spot Rate (AU), the Purchase Date Spot Rate (CAD), the Purchase Date
Spot Rate (EUR), the Purchase Date Spot Rate (GBP) or the Purchase Date Spot Rate (U.S. Dollars), as applicable. 
 “Purchase
Price” shall mean, with respect to any Purchased Loan, the price at which such Purchased Loan is transferred by Seller to Buyer on the applicable Purchase Date (paid in the same Applicable Currency as the related Whole Loan or Senior
Interest (or participation interest therein) and stated on the related Confirmation), as adjusted after the Purchase Date, all as set forth below and not to exceed the Maximum Purchase Price. The Purchase Price as of the Purchase Date for any
Purchased Loan shall be the amount set forth on the applicable Confirmation (expressed in the same Applicable Currency as the related Whole Loan or Senior Interest (or participation interest therein)) equal to the lesser of (a) the product
obtained by multiplying (i) the lesser of the Market Value of such Purchased Loan and the par amount of such Purchased Loan by (ii) the applicable Purchase Price Percentage and (b) the amount that causes the LTV (Purchase Price) to
equal 60.00%. The Purchase Price of any Purchased Loan shall thereafter only be modified to be (a) increased by any Margin Excess transferred by Buyer to Seller pursuant to Section 4(c) or 4(e) of this Agreement, not to exceed the Maximum
Purchase Price, and (b) reduced by any amount applied to reduce such Purchase Price pursuant to Section 3(f), 4(a) or 5 of this Agreement (or, in the case of Principal Payments made in respect of such Purchased Loan, remitted to the
applicable Cash Management Account for application to reduce such Purchase Price pursuant to Section 5(e)). 

  
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 “Purchase Price Percentage” shall mean, with respect to each Purchased
Loan, the amount, expressed as a percentage, determined by dividing (i) the outstanding Purchase Price of such Purchased Loan as of any date of determination hereunder by (ii) the Market Value of such Purchased Loan as of such date, not to
exceed the Maximum Purchase Price Percentage. 
 “Purchased Loan” shall mean a Foreign Purchased Loan or a U.S. Purchased
Loan, as applicable. 
 “Purchased Loan Documents” shall mean, with respect to a Purchased Loan, the documents comprising
the Purchased Loan File for such Purchased Loan. 
 “Purchased Loan File” shall mean the documents specified as the
“Purchased Loan File” in Section 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. 

“Purchased Loan Schedule” shall mean a schedule of Purchased Loans attached to each Trust Receipt and Custodial Delivery,
which may but is not required to, contain information substantially similar to the Collateral Tape. 
 “Recast Insolvency
Regulation” shall have the meaning specified in Section 10(b)(xxii). 
 “Reference Banks” shall mean any four
major reference banks in the London interbank market selected by Buyer. 
 “Register” shall have the meaning specified in
Section 19(c). 
 “REMIC” shall mean a real estate mortgage investment conduit, within the
meaning of Section 860D(a) of the Code. 
 “Remittance Date” shall mean: (a) with respect to U.S. Purchased
Loans, the seventeenth (17th) calendar day of each month, or the next succeeding Business Day, if such calendar day shall not be a Business Day; (b) with respect to Foreign Purchased Loans (AU), either (i) solely to the extent the related
Purchased Loan Documents require monthly (as opposed to quarterly) interest payments by the relevant Mortgagor, the twelfth (12th) calendar day of each month, or the next succeeding Business Day, if such calendar day shall not be a Business Day or
(ii) solely to the extent the related Purchased Loan Documents require quarterly (as opposed to monthly) interest payments by the relevant Mortgagor, January 12, April 12, July 12 and October 12, or the next succeeding
Business Day, if such calendar day shall not be a Business Day; provided that, notwithstanding the foregoing, in the event that the Due Date (Foreign Purchased Loan (AU)) applicable to such Foreign Purchased Loan (AU) in any month occurs less than
three (3) Business Days prior to the applicable date specified in either of the foregoing clause (b)(i) or (ii), then the Remittance Date for such Foreign Purchased Loan (AU) shall be the date which is three (3) Business Days after such Due Date
(Foreign Purchased Loan (AU)); (c) with respect to Foreign Purchased Loans (CAD), either (i) solely to the extent the related Purchased Loan Documents require monthly (as opposed to quarterly) interest payments by the relevant


  
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Mortgagor, the seventeenth (17th) calendar day of each month, or the next succeeding Business Day, if such calendar day shall not be a
Business Day or (ii) solely to the extent the related Purchased Loan Documents require quarterly (as opposed to monthly) interest payments by the relevant Mortgagor, January 17, April 17, July 17 and October 17, or the next
succeeding Business Day, if such calendar day shall not be a Business Day; and (d) with respect to all other Foreign Purchased Loans, January 25, April 25, July 25 and October 25, or the next succeeding Business Day, if such
calendar day shall not be a Business Day, or, in each case, such other day as is mutually agreed to by Seller and Buyer. 

“Repurchase Date” shall mean, with respect to each Purchased Loan, the earliest of: (x) the Facility Expiration Date or
(y) the maturity date of such Purchased Loan (subject to extension, if applicable, in accordance with its Purchased Loan Documents) or (z) the related Early Repurchase Date. 

“Repurchase Obligations” shall mean all obligations of Seller to pay the Repurchase Price on the Repurchase Date and all
other obligations and liabilities of Seller to Buyer arising under or in connection with the Transaction Documents, whether now existing or hereafter arising. 

“Repurchase Price” shall mean, with respect to any Purchased Loan as of any date, the price at which such Purchased Loan is
to be transferred from Buyer to Seller upon termination of the related Transaction (which price shall be expressed and payable in the Applicable Currency stated on the Confirmation for such Purchased Loan); such price will be determined in each case
as the sum of (a) the outstanding Purchase Price of such Purchased Loan, (b) the accrued but unpaid Price Differential thereon with respect to such Purchased Loan as of such date, (c) all other amounts due and payable as of such date
by Seller to Buyer under this Agreement or any Transaction Document with respect to such Purchased Loan (including, but not limited to, accrued and unpaid fees, expenses and indemnity amounts) and (d) any costs incurred in connection with
terminating any related Hedging Transactions entered into with Buyer or an Affiliate of Buyer. 
 “Request for Margin
Excess” shall mean a request for Margin Excess, in the form of Exhibit IX attached hereto. 
 “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. 

“Required Filing” shall mean, with respect to any Foreign Purchased Loan, to the extent applicable, (v) registration of
particulars of the related Mortgage at the Companies Registration Office under the Companies Act 2006 and payment of associated fees, (w) registration of the related Mortgage at the Land Registry or Land Charges Registry in England and Wales
and payment of associated fees, (x) registration of the related Mortgage at the land registry, land titles office or similar Governmental Authority (including, where applicable, through PEXA) in the relevant State or Territory of the
Commonwealth of Australia in which the related Mortgaged Property is situated, (y) registration of the related Mortgage at the land registry office, land titles office or similar Governmental Authority in the relevant province or territory of
Canada in which the related Mortgaged Property is situated, and (z) registration of the related Mortgage with any analogous Governmental Authority in the applicable non-U.S. jurisdiction in which the
Mortgaged Property securing the related Mortgage is located. 

  
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 “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. 
 “RICS” shall mean
the then-current Statements of Asset Valuation Practice and Guidance Notes issued by the Royal Institution of Chartered Surveyors. 

“SEC” shall have the meaning specified in Exhibit VI-I. 

“Second Amendment and Restatement Date” shall mean March 31, 2017. 

“Security Agent” shall mean, with respect to a Foreign Purchased Loan that is in syndicated form, a security agent or a
security trustee appointed by the lenders under such Foreign Purchased Loan to hold the benefit of any security agreements relating to such Foreign Purchased Loan on their behalf. 

“Seller” shall mean, collectively, Parlex 2, Parlex 2A, Parlex 2 UK, Parlex 2 EUR, Parlex 2 AU, Parlex 2 CAD and each other
Person as and when same may be approved by Buyer in its sole discretion from time to time and admitted to this Agreement as a Seller by a joinder agreement executed and delivered by Buyer, Seller and such approved other Seller in the form of Exhibit
XI to this Agreement (a “Joinder Agreement”). 
 “Senior Interests” shall have the meaning given to such
term in the definition of “Eligible Loans”. 
 “Servicer” shall mean: (x) Midland Loan Services, a division
of PNC Bank, National Association or (y) any other third party servicer selected by Seller and approved by Buyer in its sole discretion; provided, that notwithstanding the foregoing, such other third party servicer selected by Seller
shall be approved by Buyer in its reasonable discretion, so long as such Person’s primary servicer rating shall be at least “above average” by Standard & Poor’s Ratings Service. 

“Servicing Agreement” shall mean, individually or collectively, as the context may require (a) other than with respect
to each CLO Participation A-1 issued pursuant to a CLO Participation Agreement, (i) that certain Servicing Agreement, dated as of June 12, 2013, among Parlex 2, Buyer and Servicer, as the same may be
amended, modified and/or restated from time to time, (ii) that certain Servicing Agreement, dated as of January 31, 2014, among Parlex 2A, Buyer, and Servicer, as the same may be amended, modified and/or restated from time to time,
(iii) that certain Servicing Agreement, dated as of the Second Amendment and Restatement Date, 

  
 30 













 
among Parlex 2 UK, Buyer, and Servicer, as the same may be amended, modified and/or restated from time to time, (iv) that certain Servicing Agreement, dated as of the Second Amendment and
Restatement Date, among Parlex 2 EUR, Buyer, and Servicer, as the same may be amended, modified and/or restated from time to time, (v) that certain Servicing Agreement, dated as of the Third Amendment and Restatement Date, among Parlex 2 AU,
Buyer, and Servicer, as the same may be amended, modified and/or restated from time to time, (vi) that certain Servicing Agreement, dated as of the Fourth Amendment and Restatement Date, among Parlex 2 CAD, Buyer, and Servicer, as the same may
be amended, modified and/or restated from time to time, and (vii) any other servicing agreement entered into by a Seller, Buyer and any Servicer approved by Buyer for the servicing of Purchased Loans, as the same may be amended, modified and/or
restated from time to time and (b) with respect to each CLO Participation A-1 issued pursuant to a CLO Participation Agreement, (x) for so long as the corresponding CLO Participation A-2 is an asset of the CLO, the CLO Servicing Agreement and (y) at any time such corresponding CLO Participation A-2 is not an asset of the CLO, the servicing agreement
entered into in accordance with the applicable CLO Participation Agreement. 
 “Servicing Records” shall have the meaning
specified in Section 29(b). 
 “Servicing Rights” shall mean Seller’s right, title and interest in and to any and
all of the following: (a) any and all rights to service the related Purchased Loan; (b) any payments to or monies received by such Seller or any other Person as a fee for servicing such Purchased Loan; (c) any late fees, penalties or
similar payments with respect to such Purchased Loan; (d) all agreements or documents creating, defining or evidencing any such servicing rights to the extent they relate to such servicing rights and all rights of such Seller or any other
Person thereunder; (e) escrow payments or other similar payments with respect to such Purchased Loan and any amounts actually collected by such Seller or any other Person with respect thereto; (f) the right, if any, to appoint a special
servicer or liquidator of such Purchased Loan; and (g) all accounts and other rights to payment related to the servicing of such Purchased Loan. 

“Similar Loan” shall have the meaning specified in Section 3(g) of this Agreement. 

“Significant Purchased Loan Modification” means any modification or amendment of a Purchased Loan which 

(i) reduces the principal amount of the Purchased Loan in question other than (1) with respect to a dollar-for-dollar principal payment or (2) reductions of principal to the extent of deferred, accrued or capitalized interest added to principal which additional amount
subsequently reduced was not taken into account by Buyer in determining the related Purchase Price, 
 (ii) increases the
principal amount of a Purchased Loan other than (a) increases which are derived from accrual or capitalization of deferred interest which is added to principal or protective advances or (b) increases resulting from future fundings made
pursuant to the Purchased Loan Documents, 
 (iii) modifies the amount or timing of any regularly scheduled payments of
principal and non-contingent interest of the Purchased Loan in question, provided, however, that Seller may, without the consent of Buyer change the scheduled payment date of a Purchased Loan within any given
calendar month, 

  
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 (iv) changes the frequency of scheduled payments of principal and interest
in respect of a Purchased Loan, 
 (v) subordinates the lien priority of the Purchased Loan in question or the payment
priority of the Purchased Loan in question other than subordinations required under the then existing terms and conditions of the Purchased Loan in question (provided, however, the foregoing shall not preclude the execution and delivery of
subordination, nondisturbance and attornment agreements with tenants, subordination to tenant leases, easements, servitudes, plats of subdivision and condominium declarations, conditions, covenants and restrictions and similar instruments which in
the commercially reasonable judgment of Seller do not materially adversely affect the rights and interest of the holder of the Purchased Loan in question), 

(vi) releases any collateral for the Purchased Loan in question other than releases required under the then existing Purchased
Loan documents or releases in connection with eminent domain or under threat of eminent domain, 
 (vii) waives, amends or
modifies any cash management or reserve account requirements of the Purchased Loan other than changes required under the then existing Purchased Loan documentation, 

(viii) waives any due-on-sale or due-on-encumbrance provisions of the Purchased Loan in question other than waivers required to be given under the then existing Purchased Loan documents, or 

(ix) waives, amends or modifies the underlying insurance requirements of the Purchased Loan; 

provided, however, that this definition of “Significant Purchased Loan Modification” shall not include any modification
or amendment to any Purchased Loan Document solely in connection with the reallocation of a portion of the principal balance of any CLO Participation A-1 to the corresponding CLO Participation A-2 pursuant to Section 29(b) of the applicable CLO Participation Agreement in order to implement a replenishment pursuant to Section 12.2 of the CLO Indenture, so long as such reallocation is implemented
in connection with an early repurchase consummated in accordance with Section 3(d) of this Agreement. 
 “Single Purpose
Entity” shall have the meaning specified in Exhibit VI-I. 
 “SIPA” shall have the meaning specified in
Section 24(a) of this Agreement. 
 “Solvent” shall mean with respect to any Person at any time, having a state of
affairs such that all of the following conditions are met at such time: (a) the fair value of the assets and property of such Person is greater than the amount of such Person’s liabilities (including disputed, contingent and unliquidated
liabilities) as such value is established and liabilities 

  
 32 













 
evaluated for purposes of Section 101(32) of the Bankruptcy Code, (b) the present fair salable value of the assets and property of such Person in an orderly liquidation of such Person
is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities
beyond such Person’s ability to pay as such debts and liabilities mature, and (d) such Person is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which such Person’s assets and
property would constitute unreasonably small capital. 
 “Special Purpose Entity” shall mean a Person, other than an
individual, which is formed or organized solely for the purpose of holding, directly and subject to this Agreement, the Purchased Loans and otherwise complies with the requirements of Section 13. 

“Spot Rate” shall mean, with respect to an Applicable Currency, as of any date of determination, the rate quoted as the spot
rate for the purchase of such Applicable Currency with another Applicable Currency at or about 11:00 a.m., London time (in the case of each Foreign Purchased Loan (EUR) and Foreign Purchased Loan (GBP)) or Sydney time (in the case of each Foreign
Purchased Loan (AU)) or Toronto time (in the case of each Foreign Purchased Loan (CAD), on the date that is two (2) Business Days prior to the date as of which the foreign exchange computation is made as obtained from the applicable screen on
Bloomberg. 
 “Spread Adjustment” shall have the meaning specified in the Fee Agreement. 

“Standard Qualifications” shall have the meaning specified in Exhibit VI-I. 

“Survey” shall mean: (x) with respect to U.S. Purchased Loans, a certified ALTA/ACSM (or applicable state standards for the
state in which the Mortgaged Property is located) survey of a Mortgaged Property prepared by a registered independent surveyor or engineer, (y) with respect to Foreign Purchased Loans (other than Foreign Purchased Loans (AU) or Foreign Purchased
Loan (CAD)), a valuation of such Mortgaged Property by a valuer prepared on the basis of the market value as that term is defined in the then current Statements of Asset Valuation Practice and Guidance Notes issued by the Royal Institution of
Chartered Surveyors or its equivalent in any applicable jurisdiction, in each case, in form and content satisfactory to Buyer in its commercially reasonable discretion, and (z) with respect to a Foreign Purchased Loan (CAD), a survey
certificate, certificate of location or real property report prepared by a provincial land surveyor confirming the boundaries, area and dimensions of the Mortgaged Property, the location of the improvements to the Mortgaged Property and the
locations of any encroachments, easements, servitudes or rights of way affecting the Mortgaged Property, and, in the case of the foregoing clause (x) and clause (z), in form and content satisfactory to the company issuing the Title Policy for
such Mortgaged 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 and including any stamp duty, transfer taxes and any
value added or goods or services tax. 
 “Terrorism Cap Amount” shall have the meaning specified in Exhibit VI-I. 

  
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 “Third Amendment and Restatement Date” shall have the meaning specified in
Section 1 of this Agreement. 
 “Title Policy” shall have the meaning specified in Exhibit VI-I. 

“Transaction” shall have the meaning set forth in Section 1. 

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

“Transaction Documents” shall mean, collectively, this Agreement, any applicable Annexes to this Agreement, the Guaranty, any
Custodial Agreement, any Blocked Account Agreement, any Servicing Agreement, any Joinder Agreement, the Omnibus Amendment, all Confirmations executed pursuant to this Agreement or the Original Agreement in connection with specific Transactions, any
other documents or instruments relating to any such documents executed by Seller or Guarantor, and any written modifications, extensions, renewals, restatements, or replacements of any of the foregoing. 

“Transaction Request” shall mean a request to enter into a Transaction, in the form of Exhibit VIII attached hereto. 

“Transfer Certificate” shall mean, with respect to a Foreign Purchased Loan, any form of transfer or substitution certificate
or assignment agreement that is scheduled to the related loan agreement or other equivalent agreement for such Foreign Purchased Loan and that is used to effect the legal transfer or assignment of such Foreign Purchased Loan and (if applicable) any
accession or substitution certificate, if any, required for the Buyer to become a beneficiary of the security trust in respect of such Foreign Purchased Loan. 

“Treasury Regulations” shall have the meaning specified in Section 19(d) of this Agreement. 

“TRIA” shall have the meaning specified in Exhibit VI-I. 

“Trust Receipt” shall mean a trust receipt issued by Custodian to Buyer confirming the Custodian’s possession of certain
Purchased Loan Files which 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. 

“UCC” shall have the meaning specified in Section 6 of this Agreement. 

“U.S. Dollars” and “$” shall mean the lawful currency of the United States of America. 

“U.S. Person” shall mean a “United States person” as defined in Section 7701(a)(30) of the Code. 

  
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 “U.S. Purchased Loan” shall mean: (i) with respect to any Transaction,
an Eligible Loan secured by Mortgaged Property located in the United States of America or any territory thereof and which is sold by the applicable Seller to Buyer in such Transaction and (ii) with respect to the Transactions for U.S. Purchased
Loans in general, all Eligible Loans secured by Mortgaged Property located in the United States of America or any territory thereof and which are sold by the applicable Sellers to Buyer. 

“Whole Loans” shall have the meaning given to such term in the definition of “Eligible Loans”. 

“Zoning Regulations” shall have the meaning specified in Exhibit VI-I. 

3. INITIATION; CONFIRMATION; TERMINATION; FEES 

(a) Subject to the terms and conditions set forth in this Agreement (including, without limitation, (x) the “Transaction Conditions
Precedent” specified in Section 3(b) of this Agreement and (y) Section 4(h) of this Agreement), an agreement to enter into a Transaction shall be made, from time to time, in writing at the initiation of Seller as provided below;
provided, however, that (i) the aggregate outstanding Purchase Price at any time for all Purchased Loans shall not exceed the Facility Amount, and (ii) Buyer shall not have any obligation to enter into new Transactions with
Seller after the occurrence and during the continuance of a monetary or material non-monetary Default or an Event of Default or after the Facility Availability Period. Seller may, from time to time, submit to
Buyer a Transaction Request, in the form of Exhibit VIII attached hereto, for Buyer’s review and approval in order to enter into a Transaction with respect to any Eligible Loan that Seller proposes to be included as Collateral under this
Agreement. Upon Buyer’s receipt of a complete Due Diligence Package, Buyer shall have the right to request, in Buyer’s good faith business judgment and in a manner consistent with Buyer’s other master repurchase facilities for
comparable assets, additional diligence materials and deliveries with respect to the applicable Eligible Loan, to the extent necessary for Buyer’s underwriting of such Eligible Loan. Upon Buyer’s receipt of the Transaction Request, Due
Diligence Package and such additional diligence materials, Buyer shall use commercially reasonable efforts to within five (5) Business Days and following receipt of internal credit approval, either (i) notify Seller of the Purchase Price
and the Market Value for the Eligible Loan or (ii) deny Seller’s request for a Transaction. Buyer’s failure to respond to Seller within five (5) Business Days shall be deemed to be a denial of Seller’s request for a
Transaction, unless Buyer and Seller have agreed otherwise in writing. Buyer shall have the right to review all Eligible Loans proposed to be sold to Buyer in any Transaction and to conduct its own due diligence investigation of such Eligible Loans
as Buyer reasonably determines. Buyer shall be entitled to make a determination, in its sole discretion, that it shall or shall not purchase any or all of the Eligible Loans proposed to be sold to Buyer by Seller. On the Purchase Date for the
Transaction which shall be on a date mutually agreed upon by Buyer and Seller following the approval of an Eligible Loan by Buyer, the Purchased Loan shall be transferred to Buyer or its designee against the transfer of the Purchase Price (which
Purchase Price shall be funded in the Applicable Currency of the related Whole Loan or Senior Interest (or participation interest therein) and stated on the applicable Confirmation) to an account of Seller or as directed by Seller in writing (and
subject to the last sentence of Section 17). 
 (b) Upon agreeing to enter into a Transaction hereunder, provided each of the
Transaction Conditions Precedent shall have been satisfied (or waived by Buyer), Buyer shall promptly deliver to Seller a written confirmation in the form of Exhibit I attached hereto of each Transaction (a “Confirmation”). Such
Confirmation shall describe the Purchased Loan, shall identify Buyer and Seller, and shall set forth: 

  
 35 














	 	(i)	 the Purchase Date, 


  

	 	(ii)	 the Purchase Price Percentage, Maximum Purchase Price Percentage, the initial Purchase Price and the Maximum
Purchase Price for such Purchased Loan (which initial Purchase Price and the Maximum Purchase Price shall be expressed and payable in the same Applicable Currency as the related Purchased Loan), 



 

	 	(iii)	 the Repurchase Date, 



 

	 	(iv)	 the Pricing Rate (including the Applicable Spread), 



 

	 	(v)	 the Margin Percentage, 



 

	 	(vi)	 the LTV (Purchase Price) and Maximum LTV (Purchase Price), 



 

	 	(vii)	 the LTV (Loan UPB) and LTV (Aggregate Loan UPB) (if applicable), 



 

	 	(viii)	 the Funding Fee, any additional conditions precedent to the availability of Margin Excess (Future Funding) and
the type of funding (i.e. table funded/non-table funded), 


  

	 	(ix)	 the Applicable Currency (which shall be the same Applicable Currency as the related Purchased Loan),



  

	 	(x)	 the applicable Purchase Date Spot Rates, and 



 

	 	(xi)	 any additional reasonable terms or conditions not inconsistent with this Agreement and mutually agreed upon by
Buyer and 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 each subsequent Pricing Rate Determination Date for the next succeeding Pricing Rate Period 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 and notify Seller of such rate for such period on such subsequent Pricing Rate Determination Date.
For purposes of this Section 3(b), the “Transaction Conditions Precedent” shall be deemed to have been satisfied with respect to any proposed Transaction if: 
  

	 	(A)	 no monetary or material non-monetary Default or Event of Default under
this Agreement shall have occurred and be continuing as of the Purchase Date for such proposed Transaction; 



  
 36 














	 	(B)	 subject to any exceptions reasonably approved by Buyer, the representations and warranties made by Seller in
any of the Transaction Documents shall be true and correct in all material respects as of the Purchase Date for such Transaction, before and after giving effect to such Transaction, as though made on such Purchase Date (except to the extent such
representations and warranties are made as of a particular date); 


  

	 	(C)	 Buyer shall have received from Seller all corporate and governmental approvals, legal opinions of counsel to
Seller and Guarantor (including, without limitation, as to authority, enforceability, perfection under the UCC and, with respect to any Foreign Purchased Loan, the equivalent Requirements of Law under the relevant
non-U.S. jurisdiction, bankruptcy safe harbor and the Investment Company Act of 1940) and closing documentation as Buyer may reasonably request pursuant to this Agreement (including, with respect to any
Foreign Purchased Loan, a Foreign Assignment Agreement and such other closing documentation necessary to transfer such Foreign Purchased Loan to Buyer and perfect the security interest therein granted by Seller in favor of Buyer in the relevant non-U.S. jurisdiction); 


  

	 	(D)	 Seller shall have paid to Buyer (x) the Funding Fee then due and payable with respect to such Transaction
pursuant to the Fee Agreement and (y) Buyer’s out-of-pocket costs and expenses pursuant to Section 30(d) of this Agreement (which amounts referred to in
the preceding sub-clauses (D)(x) and (D)(y) may be paid through a holdback to the Purchase Price); 


  

	 	(E)	 Buyer shall have (A) determined, in accordance with the applicable provisions of Section 3(a) of this
Agreement, that the Assets proposed to be sold to Buyer by Seller in such Transaction are Eligible Loans and (B) obtained internal credit approval for the inclusion of such Eligible Loan as a Purchased Loan in a Transaction;



  

	 	(F)	 Buyer shall have determined that no event has occurred which is reasonably likely to result in a Material
Adverse Effect; and 


  

	 	(G)	 as of the applicable Purchase Date, each of the applicable Concentration Limits is satisfied (unless waived by
Buyer). 


 (c) Each Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the
Transaction(s) covered thereby unless specific objection is made in writing no less than three (3) Business Days after the date thereof. In the event of any conflict between the terms of such Confirmation and the terms of this Agreement, the
Confirmation shall prevail. An objection sent by Seller with respect to any Confirmation must state specifically that the writing is an objection, must specify the provision(s) of such Confirmation being objected to by Seller, must set forth such
provision(s) in the manner that Seller believes such provisions should be 

  
 37 













 
stated, and must be sent by Seller no more than five (5) Business Days after such Confirmation is received by Seller. It is understood and agreed that once a Confirmation has been executed
by Buyer and Seller, such Confirmation shall be binding on the parties hereto (absent manifest error) and shall constitute evidence of Buyer’s approval of the applicable Purchased Loan and the terms of the applicable Transaction. 

(d) No Transaction shall be terminable on demand by Buyer (other than upon the occurrence and during the continuance of an Event of Default).
Seller shall be entitled to terminate a Transaction on demand, in whole or in part (but in the case of a termination in part, solely in connection with the reallocation of a portion of the principal balance of any CLO Participation A-1 to the corresponding CLO Participation A-2 pursuant to Section 29(b) of the applicable CLO Participation Agreement in order to implement a
replenishment pursuant to Section 12.2 of the CLO Indenture), and repurchase the Purchased Loan 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 Loan
no later than three (3) 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 such Transaction, (y) the Exit Fee, if any, then due and payable with respect to such Transaction pursuant to the Fee Agreement (provided, however, that no Exit Fee shall be due and payable in connection with a termination of a Transaction
by Seller either (x) in part or (y) in whole in connection with a severing of any CLO Participation A-1 into multiple participations representing the funded portion of such CLO Participation A-1 following which a severed portion is reallocated to the corresponding CLO Participation A-2 and the other severed portion is the subject of a new Transaction under this
Agreement) and (z) any other amounts payable under this Agreement (including, without limitation, Section 3(i) of this Agreement) with respect to such Transaction, in connection with the transfer to Seller or its agent of such Purchased
Loan; provided, however, that no amounts shall be due and payable pursuant to Section 3(i)(ii) of this Agreement in connection with a termination of a Transaction by Seller in part or in whole in the circumstance described in the parenthetical
to clause (ii)(y) above, 


  

	 	(iii)	 on such Early Repurchase Date, following the payment of the amounts set forth in subclause (ii) above, no
unpaid Margin Deficit exists, and 


  

	 	(iv)	 no Default or Event of Default shall have occurred and be continuing as of such Early Repurchase Date.



 Such notice shall set forth the Early Repurchase Date and shall identify with particularity the Purchased Loans to be repurchased on
such Early Repurchase Date. 

  
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 (e) On the Repurchase Date or any Early Repurchase Date (including, without limitation, in
order to cure a Margin Deficit), termination of the applicable Transaction will be effected by transfer to Seller or its agent of the applicable Purchased Loan and any Income in respect thereof received by Buyer (and not previously credited or
transferred to, or applied to the obligations of, Seller pursuant to Section 5 of this Agreement) against the simultaneous transfer to an account of Buyer of the Repurchase Price, the amount, if any, payable by Seller in the event any Hedging
Transaction related to such Purchased Loan is being terminated as of such date and any other amounts payable under this Agreement with respect to such Transaction. 

(f) On any Remittance Date before the Repurchase Date (or any Business Day before the Repurchase Date upon two (2) Business Days prior
notice to Buyer, with respect to a reduction in outstanding Purchase Price of greater than $2,000,000 (or, with respect to any Foreign Purchased Loan, the then-current equivalent of such amount based on the Spot Rate with respect to the Applicable
Currency of such Foreign Purchased Loan as of the date of determination), Seller shall have the right, from time to time, to transfer cash (in the Applicable Currency of the related Purchased Loan) to Buyer for the purpose of reducing the
outstanding Purchase Price of, but not terminating, a Transaction and without the release of any Collateral or the payment of any Exit Fee or other prepayment fee or penalty; provided, that any such reduction in outstanding Purchase Price
occurring on a date other than a Remittance Date shall be required to be accompanied by payment of all unpaid accrued Price Differential on the amount of such reduction. Upon any reduction in outstanding Purchase Price in accordance with this
Section 3(f), either Seller or Buyer can request an amended and restated Confirmation which shall reflect the decrease in the outstanding Purchase Price (it being acknowledged that the failure by any party to request or deliver such amended and
restated Confirmation shall not be a Default). 
 (g) If prior to any Pricing Rate Period with respect to any Transaction, Buyer shall have
determined in the exercise of its reasonable business judgment (which determination shall be conclusive and binding upon Seller) that, (i) by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for
ascertaining the Index Rate for such Pricing Rate Period, or (ii) in the case of any Purchased Loan for which the LIBO Rate or the EURIBO Rate is the Index Rate, that LIBOR or EURIBOR, as applicable, has been succeeded by an Alternative Rate,
Buyer shall give written notice thereof to Seller as soon as practicable thereafter, which notice shall set forth the affected Transactions and the circumstances for such determination in reasonable detail. If such notice is given, the Pricing Rate
with respect to such affected Transactions for such Pricing Rate Period, and for any subsequent Pricing Rate Periods until such notice has been withdrawn by Buyer (which withdrawal shall be delivered by Buyer promptly after Buyer becomes aware that
the condition for switching to the Alternative Rate no longer exists) shall be a per annum rate determined by reference to the Alternative Rate in lieu of the applicable Index Rate. In exercising its rights and remedies under this Article 3(g),
Buyer shall act in a manner consistent to how Buyer is contemporaneously treating its similarly situated customers domiciled in the United States under repurchase facilities under which Buyer has a comparable contractual right, which repurchase
facilities finance commercial real estate mortgage loans of similar type, size and duration to the affected Purchased Loans and which are otherwise similar to such Purchased Loans in a manner which is material to Buyer’s determination hereunder
(“Similar Loans”). 

  
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 (h) Notwithstanding any other provision herein, if the adoption of or any change in any
Requirement of Law or in the interpretation or application thereof shall make it unlawful for Buyer to effect or continue Transactions as contemplated by the Transaction Documents, (a) the commitment of Buyer hereunder to enter into new
Transactions shall forthwith be canceled, and (b) 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 which 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 Section 3(i) of this Agreement. 
 (i) Upon written demand by Buyer, Seller shall indemnify Buyer and hold Buyer harmless
from any net actual, out-of-pocket loss or expense (not to include any lost profit or opportunity or other consequential costs, loss or damages) (including, without
limitation, reasonable actual attorneys’ fees and disbursements of outside counsel) which Buyer sustains or incurs as a consequence of (i) default by Seller in terminating any Transaction after Seller has given a notice in accordance with
Section 3(d) hereof of a termination of a Transaction, (ii) any payment of the Repurchase Price on any day other than a Remittance Date or the Repurchase Date (including, without limitation, any such actual,
out-of-pocket loss or expense arising from the reemployment of funds obtained by Buyer to maintain Transactions hereunder or from customary and reasonable fees payable
to terminate the deposits from which such funds were obtained) or (iii) a default by Seller in selling Eligible Loans after Seller has delivered to Buyer an executed Confirmation in connection with a proposed Transaction and Buyer has agreed to
purchase such Eligible Loans in accordance with the provisions of this Agreement as evidenced by a countersigned Confirmation executed by Buyer and delivered to Seller. A certificate as to such actual costs, losses, damages and expenses, setting
forth the calculations therefor shall be submitted promptly by Buyer to Seller. 
 (j) If the adoption of or any change in any Requirement of
Law or in the interpretation or application thereof by any Governmental Authority or compliance by Buyer with any request or directive from any central bank or other Governmental Authority having jurisdiction over Buyer made subsequent to the date
hereof: 
  

	 	(i)	 shall subject Buyer to any tax of any kind whatsoever with respect to the Transaction Documents, any Purchased
Loan or any Transaction, or change the basis of taxation of payments to Buyer in respect thereof (except for (i) Indemnified Taxes (with Other Taxes applying for this purpose without the proviso in the definition thereof), (ii) Taxes described
in clauses (b) through (h) of the definition of Excluded Taxes and (iii) Connection Income Taxes); or 


  

	 	(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 which is not otherwise included in the determination of the
Index Rate hereunder; 



  
 40 













 and the result of any of the foregoing is to increase the cost to Buyer, by an amount which Buyer deems, in
the exercise of its reasonable business judgment, to be material, of entering into, continuing or maintaining Transactions or to reduce in a material manner any amount receivable under the Transaction Documents in respect thereof; then, in any such
case, and provided Buyer imposes such additional costs generally on all of its similarly situated customers, Seller shall pay to Buyer within ten (10) Business Days any additional amounts necessary to compensate Buyer for such increased cost or
reduced amount receivable. If Buyer becomes entitled to claim any additional amounts pursuant to this Section 3(j), it shall notify Seller in writing of the event by reason of which it has become so entitled. Such notification as to the
calculation of any additional amounts payable pursuant to this subsection shall be submitted by Buyer to Seller. Any claim by Buyer made under this clause Section 3(j) arising in connection with any Transaction relating to a Foreign Purchased
Loan (AU) shall be accompanied by reasonable details of the event giving rise to such claim and, if made more than one hundred eighty (180) days after Buyer becomes aware of and was able to quantify the applicable loss or expense, cannot be
made in respect of any period occurring more than one hundred eighty (180) days before the date of the applicable demand. 
 (k) If
Buyer shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by Buyer or any corporation controlling Buyer with any request or
directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof has the effect of reducing the rate of return on Buyer’s or such corporation’s capital
deployed in respect of any Transaction as a consequence of its obligations hereunder to a level below that which Buyer or such corporation could have achieved but for such adoption, change or compliance (taking into consideration Buyer’s or
such corporation’s policies with respect to capital adequacy) by an amount deemed by Buyer, 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, and provided Buyer imposes such additional costs generally on all of its similarly situated customers, Seller shall pay to Buyer within ten (10) Business Days such additional amount or amounts as will compensate Buyer for such
reduction. Such notification as to the calculation of any additional amounts payable pursuant to this subsection shall be submitted by Buyer to Seller. Any claim by Buyer made under this clause Section 3(k) arising in connection with any
Transaction relating to a Foreign Purchased Loan (AU) shall be accompanied by reasonable details of the event giving rise to such claim and, if made more than one hundred eighty (180) days after Buyer becomes aware of and was able to quantify
the applicable amount, cannot be made in respect of any period occurring more than one hundred eighty (180) days before the date of the applicable demand. 

(l) Notwithstanding the foregoing or anything herein or in the Fee Agreement to the contrary, (x) if any Transaction is converted to an
Alternative Rate Transaction, then Seller may consummate an early repurchase of the related Purchased Loan at any time while the Alternative Rate is in effect without payment of the Exit Fee, (y) if Buyer notifies Seller of its entitlement to
additional amounts pursuant to Section 3(j) or 3(k), then provided Seller pays such additional amounts pursuant to Section 3(j) or 3(k), Seller may consummate an early repurchase of all of the Purchased Loans and terminate this Agreement
and the other Transaction Documents without payment of the Exit Fee and (z) no Exit Fee shall be due and payable in connection with any reduction in outstanding Purchase Price or consummation of an early repurchase of a Purchased Loan in
accordance with Section 4(a). 

  
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 (m) Notwithstanding the foregoing or anything herein to the contrary, neither
Section 3(i) nor Section 3(k) shall apply with respect to any Transaction relating to a Foreign Purchased Loan (AU) the extent such loss, expense or other amount otherwise covered by such Sections are attributable to the implementation or
application of or compliance with Basel II or Basel III, to the extent full details have been officially announced and publicly released prior to the date of this Agreement and which are applicable to the Buyer. 

(n) Notwithstanding the foregoing or anything herein to the contrary, Buyer, in consultation with Seller, shall take all reasonable steps
consistent with prudent banking practice to mitigate any circumstances which would result in any consequence described in Section 3(h) and any amount becoming payable under any of Sections 3(i) through (k), in each case with respect to each
Foreign Purchased Loan (AU) (including transferring its rights and obligations under the Transaction Documents to a related entity of Buyer or changing its lending office), provided that Buyer shall not be obligated to take any steps under this
Section 3(n) if, in Buyer’s opinion (acting reasonably), to do so might be prejudicial to it. Seller shall indemnify Buyer and hold Buyer harmless from any reasonable
out-of-pocket loss or expense (not to include any lost profit or opportunity or other consequential costs, loss or damages) (including, without limitation, reasonable
actual attorneys’ fees and disbursements of outside counsel) which Buyer sustains or incurs as a result of steps required to be taken by it under this Section 3(n). 

4. MARGIN MAINTENANCE 
 (a) If, at any
time, (v) the aggregate Market Value of all U.S. Purchased Loans shall be less than the sum of the Margin Amounts calculated individually with respect to each U.S. Purchased Loan, (w) the aggregate Market Value of all Foreign Purchased
Loans (EUR) shall be less than the sum of the Margin Amounts calculated individually with respect to each Foreign Purchased Loan (EUR), (x) the aggregate Market Value of all Foreign Purchased Loans (GBP) shall be less than the sum of the Margin
Amounts calculated individually with respect to each Foreign Purchased Loan (GBP), (y) the aggregate Market Value of all Foreign Purchased Loans (AU) shall be less than the sum of the Margin Amounts calculated individually with respect to each
Foreign Purchased Loan (AU), or (z) the aggregate Market Value of all Foreign Purchased Loans (CAD) shall be less than the sum of the Margin Amounts calculated individually with respect to each Foreign Purchased Loan (CAD) (each of the
foregoing clauses (v) (w), (x), (y) and (z), a “Margin Deficit”), then in any such case Buyer may by notice to Seller in writing (including therein a description of the then-current Market Value calculation for the Purchased Loan
for which a Margin Deficit exists, together with a description of the then-current Market Value calculation for all other Purchased Loans) require Seller to cure such Margin Deficit by any of the following methods selected by Seller: 

 

	 	(i)	 transferring to Buyer additional cash collateral in an amount at least equal to the sum of the amounts,
calculated individually for each U.S. Purchased Loan, Foreign Purchased Loan (EUR), Foreign Purchased Loan (GBP) Foreign Purchased Loan (AU) or Foreign Purchased Loan (CAD), as applicable, equal to the product of (x) the difference between the
Margin 



  
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	 	Amount with respect to such Purchased Loan and the Market Value of such Purchased Loan multiplied by (y) the applicable Maximum Purchase Price Percentage, which cash collateral shall be held by Buyer as additional
Collateral with respect to the applicable Purchased Loan(s); 

  

	 	(ii)	 reducing the outstanding Purchase Price of any U.S. Purchased Loan, Foreign Purchased Loan (EUR), Foreign
Purchased Loan (GBP), Foreign Purchased Loan (AU) or Foreign Purchased Loan (CAD), as applicable, such that the aggregate Market Value of the U.S. Purchased Loans, Foreign Purchased Loans (EUR), Foreign Purchased Loans (GBP), Foreign Purchased Loans
(AU) or Foreign Purchased Loans (CAD), as applicable, is at least equal to or is greater than the sum of the Margin Amounts of the U.S. Purchased Loans, Foreign Purchased Loans (EUR), Foreign Purchased Loans (GBP), Foreign Purchased Loans (AU) or
Foreign Purchased Loans (CAD), as applicable; or 


  

	 	(iii)	 doing an early repurchase on an Early Repurchase Date of any U.S. Purchased Loan, Foreign Purchased Loan (EUR),
Foreign Purchased Loan (GBP), Foreign Purchased Loan (AU) or Foreign Purchased Loan (CAD), as applicable, pursuant to Section 3(d) of this Agreement and paying the related Repurchase Price which early repurchase results in a cure of such Margin
Deficit. 


 With respect to this Section 4(a), such payments and/or reductions shall be made by Seller in the
Applicable Currency of the related Purchased Loan(s) with respect to which such Margin Deficit exists. Any cash transferred to Buyer pursuant to clause (ii) of this Section 4(a) of this Agreement with respect to any Purchased Loan shall be
applied to reduce the outstanding Purchase Price for such Purchased Loan on a “dollar-for-dollar” basis for which there was a Margin Deficit. Notwithstanding
the foregoing or anything herein to the contrary, a Margin Deficit shall not exist or be deemed to exist with respect to any Purchased Loan at any time the outstanding Purchase Price with respect to such Purchased Loan is less than 60% of the
related Market Value. 
 (b) If any notice is given by Buyer under Section 4(a) of this Agreement on any Business Day (such notice, a
“Margin Deficit Notice”) and Seller elects to transfer cash pursuant to Section 4(a)(i) or (ii), Seller shall transfer cash in the full amount (and in the Applicable Currency) required in Section 4(a)(i) or (ii), if the
Margin Deficit Notice is given before 1:00 p.m. EST, by no later than the close of business on the Business Day following the Business Day on which such Margin Deficit Notice is given, and if the Margin Deficit Notice is given on or after 1:00 p.m.
EST, by no later than the close of business on the second (2nd) Business Day following the Business Day on which such Margin Deficit Notice is given. The failure of Buyer, on any one or more
occasions, to exercise its rights under Section 4(a) of this Agreement 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. Buyer and Seller agree that any
failure or delay by Buyer to exercise its rights under Section 4(a) of this Agreement shall not limit such party’s rights under this Agreement or otherwise existing by law or in any way create additional rights for such party. 

  
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 (c) At any time prior to the Facility Expiration Date, in the event a future funding is
contractually required to be made available to the related Mortgagor under a Purchased Loan, Seller may submit to Buyer a Request for Margin Excess, in the form of Exhibit IX attached hereto, which requests that Buyer transfer to Seller, by wire
transfer to an account of Seller or as directed by Seller in writing (and subject to the last sentence of Section 17), cash (in the Applicable Currency of such Purchased Loan) in an amount equal to the product of a percentage, not to exceed the
applicable Maximum Purchase Price Percentage for such Purchased Loan, multiplied by the amount of such future funding (such product, “Margin Excess (Future Funding)”), which cash shall be applied to increase the outstanding Purchase
Price with respect to the Transaction for such Purchased Loan and to satisfy such future funding obligation in part; provided, that, Buyer shall not have any obligation to transfer such Margin Excess (Future Funding) to Seller unless Buyer
shall have determined that all of the following conditions precedent (such conditions, the “Future Funding Conditions Precedent”) are satisfied: 
  

	 	(i)	 If in connection with the entry into the initial Transaction relating to the Purchased Loan that is the subject
of a future funding obligation, Buyer and Seller agreed upon additional conditions precedent which are required to be satisfied (e.g. maintenance of or improvement in Debt Yield (Purchase Price) and/or Debt Yield (Loan UPB)) with respect to
such Purchased Loan and which are specified in the Confirmation, taking into account the increase in the outstanding Purchase Price attributable to such Margin Excess (Future Funding), then such additional conditions precedent are satisfied;



  

	 	(ii)	 taking into account the increase in the outstanding Purchase Price attributable to such Margin Excess (Future
Funding), the LTV (Purchase Price) shall not exceed sixty percent (60%); 


  

	 	(iii)	 no Default or Event of Default has occurred and is continuing; 



 

	 	(iv)	 the increase in the outstanding Purchase Price with respect to such Purchased Loan attributable to such Margin
Excess (Future Funding) shall be equal to or greater than $250,000 (or, with respect to any Foreign Purchased Loan, the then-current equivalent of such amount based on the Spot Rate with respect to the Applicable Currency of such Foreign Purchased
Loan as of the date of determination); 


  

	 	(v)	 Seller shall have demonstrated to Buyer’s reasonable satisfaction that all conditions precedent to the
future funding obligation under the Purchased Loan documentation shall have been satisfied in all material respects; and 


  

	 	(vi)	 following such increase in the outstanding Purchase Price attributable to such Margin Excess (Future Funding),
no Margin Deficit shall exist. 


 In addition to and in no way limiting Seller’s right to submit to Buyer a Request for Margin Excess
in accordance with this Section 4(c), concurrent with or following a future funding made by Seller to a Mortgagor under a Purchased Loan, Seller may submit to Buyer a written request that Buyer, after applying all of the Future Funding
Conditions Precedent referred to above, provide Seller with an indication of the amount of availability created with respect to such Purchased Loan by Seller making such future funding. 

  
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 (d) If any notice is given by Seller under Section 4(c) of this Agreement on any
Business Day, Buyer shall transfer cash as provided in Section 4(c) (and subject to the last sentence of Section 17) by no later than the close of business on the second (2nd) Business
Day following the Business Day on which Buyer reasonably determines that the Future Funding Conditions Precedent have been satisfied (or, in Buyer’s sole discretion, waived). The failure of Seller, on any one or more occasions, to exercise its
rights under Section 4(c) of this Agreement shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Seller to do so at a later date. Buyer and Seller agree that any failure or delay by Seller
to exercise its rights under Section 4(c) of this Agreement shall not limit such party’s rights under this Agreement or otherwise existing by law or in any way create additional rights for such party. 

(e) At any time prior to the Facility Expiration Date, in the event, 

(x)(a) Seller elects to transfer cash to Buyer pursuant to Section 4(a)(i) or (ii) to satisfy a Margin Deficit and
(b) on any date subsequent to such transfer of cash, the Market Value of a Purchased Loan increases such that the outstanding Purchase Price (or if cash collateral was transferred in accordance with Section 4(a)(i), the outstanding
Purchase Price less such cash collateral so transferred) with respect to such Purchased Loan is less than the Maximum Purchase Price with respect to such Purchased Loan, or 

(y)(a) Seller elects to transfer cash to Buyer pursuant to Section 3(f) or elects as described in the definition of
Pricing Matrix to receive on the applicable Purchase Date a Purchase Price lower than the Maximum Purchase Price of such Purchased Loan and (b) on any date subsequent to such transfer of cash, Seller desires to receive a re-advance of such cash so transferred or an additional advance of cash in an amount up to the Maximum Purchase Price of such Purchased Loan (the difference between the actual outstanding Purchase Price (or
outstanding Purchase Price less cash collateral transferred, as the case may be), and the Maximum Purchase Price, the “Margin Excess (Other)”), 

then Seller in either case may submit to Buyer a Request for Margin Excess, in the form of Exhibit IX attached hereto, which requests that
Buyer transfer to Seller an amount up to such Margin Excess (Other) (in the Applicable Currency of the Purchased Loan for which such Margin Excess (Other) exists), by wire transfer to an account of Seller or designated by Seller in writing (and
subject to the last sentence of Section 17); provided, that, Buyer shall not have any obligation to transfer such Margin Excess (Other) to Seller unless Buyer shall have determined that all of the following conditions precedent are
satisfied: 
  

	 	(i)	 no Default or Event of Default has occurred and is continuing; 



  
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	 	(ii)	 with respect to any Purchased Loan, the amount of cash transferred by Buyer pursuant to clause (x) or (y)
above shall not cause the Purchase Price to exceed the Maximum Purchase Price for such Purchased Loan; 


  

	 	(iii)	 the increase in the outstanding Purchase Price with respect to such Purchased Loan attributable to such Margin
Excess (Other) shall be equal to or greater than $250,000 (or, with respect to any Foreign Purchased Loan, the then-current equivalent of such amount based on the Spot Rate with respect to the Applicable Currency of such Foreign Purchased Loan as of
the date of determination); and 


  

	 	(iv)	 following such increase in the outstanding Purchase Price attributable to such Margin Excess (Other), no Margin
Deficit shall exist. 


 (f) If any Request for Margin Excess is given by Seller on any Business Day under
(x) Section 4(e)(x) of this Agreement, Buyer shall transfer cash as provided in Section 4(e) by no later than the close of business on the next succeeding Business Day following the Business Day on which Buyer has completed its
calculation of Market Value, or (y) Section 4(e)(y) of this Agreement, Buyer shall transfer cash as provided in Section 4(e) by no later than the close of business on the next succeeding Business Day following the Business Day on
which such Request for Margin Excess is submitted. The failure of Seller, on any one or more occasions, to exercise its rights under Section 4(e) of this Agreement shall not change or alter the terms and conditions to which this Agreement is
subject or limit the right of Seller to do so at a later date. Buyer and Seller agree that any failure or delay by Seller to exercise its rights under Section 4(e) of this Agreement shall not limit such party’s rights under this Agreement
or otherwise existing by law or in any way create additional rights for such party. 
 (g) Promptly following the transfer of Margin Excess
by Buyer to Seller, or any increase to the Market Value of a Purchased Loan, in each case pursuant to Section 4(c) and 4(d) or 4(e) and 4(f), as applicable, Buyer and Seller shall revise the Confirmation to reflect the revised outstanding
Purchase Price, Maximum Purchase Price, Purchase Price Percentage, and Maximum Purchase Price Percentage for such Purchased Loan, as applicable, and any other necessary modifications to the terms set forth on the existing Confirmation. 

(h) In the event Seller requests to enter into a Transaction with Buyer with respect to any Eligible Loan which includes Margin Excess (Future
Funding) obligations approved by Buyer, or Seller requests a Margin Excess (Future Funding) with respect to any Purchased Loan, and the result of such Transaction with respect to such Eligible Loan or the funding of such Margin Excess (Future
Funding) with respect to such Purchased Loan would be that, the sum of Column A plus Column B plus Column C calculated with respect to all Purchased Loans collectively (including for this purpose, such Eligible Loan) (with such calculation with
respect to Foreign Purchased Loans to be based on the applicable amounts converted to U.S. Dollars based on the Purchase Date Spot Rate (U.S. Dollars) for such Foreign Purchased Loan) would exceed the Facility Amount, then Seller may notify Buyer in
writing that Seller elects to reallocate downward, in its sole discretion, the amount referenced in Column C with respect to any Purchased Loan by an amount necessary for the sum of Column A plus Column B plus Column C calculated with respect to all
Purchased Loans collectively (including for this purpose, 

  
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such Eligible Loan) (with such calculation with respect to Foreign Purchased Loans to be based on the applicable amounts converted to U.S. Dollars based on the Purchase Date Spot Rate (U.S.
Dollars) for such Foreign Purchased Loan) not to exceed, with respect to all Purchased Loans collectively (including for this purpose, such Eligible Loan), the Facility Amount. Notwithstanding the foregoing, Seller shall be permitted, at any time
and from time to time, upon written notice to Buyer, to reallocate upward or downward the amount referenced in Column C with respect to any Purchased Loan so long as (a) the sum of Column A plus Column B plus Column C calculated with respect to
all Purchased Loans collectively (with such calculation with respect to Foreign Purchased Loans to be based on the applicable amounts converted to U.S. Dollars based on the Purchase Date Spot Rate (U.S. Dollars) for such Foreign Purchased Loan) does
not exceed the Facility Amount, and (b) any upward reallocation of the amount referenced in Column C for any Purchased Loan does not exceed the amount referenced in Column E with respect to such Purchased Loan. Upon making any such
reallocations, Seller shall promptly deliver to Buyer (by e-mail) a Facility Asset Chart, which then-current Facility Asset Chart shall represent the definitive allocation of Buyer’s Margin Excess (Future
Funding) obligations with respect to all Purchased Loans. Notwithstanding anything to the contrary set forth in this Agreement or any other Transaction Document, Buyer and Seller hereby acknowledge and agree that, as of any date of determination,
(i) the amount referenced in Column C of the then-current version of the Facility Asset Chart with respect to any Purchased Loan shall be the maximum amount of Margin Excess (Future Funding) that Buyer would be obligated to transfer to Seller
with respect to such Purchased Loan upon satisfaction of the Future Funding Conditions Precedent, in accordance with Sections 4(c) and (d) of this Agreement, and (ii) the sum of Column A plus Column B plus Column C calculated with respect
to each Purchased Loan individually, as reflected in Column D, shall not exceed, with respect to all Purchased Loans collectively (with such calculation with respect to Foreign Purchased Loans to be based on the applicable amounts converted to U.S.
Dollars based on the Purchase Date Spot Rate (U.S. Dollars) for such Foreign Purchased Loan), the Facility Amount. 
 5. INCOME PAYMENTS AND PRINCIPAL
PAYMENTS 
 (a) Each Cash Management Account shall be established at the Depository, which (i) in the case of the Cash Management
Account established by Parlex 2, shall have been established on June 12, 2013, (ii) in the case of the Cash Management Account established by Parlex 2A, shall have been established on January 31, 2014, (iii) in the case of the Cash
Management Account established by Parlex 2 UK, shall have been established on the Second Amendment and Restatement Date, (iv) in the case of the Cash Management Account established by Parlex 2 EUR, shall have been established on the Second
Amendment and Restatement Date, (v) in the case of the Cash Management Account established by Parlex 2 AU, shall have been established on the Third Amendment and Restatement Date, (vi) in the case of the Cash Management Account established
by Parlex 2 CAD, shall have been established on the Fourth Amendment and Restatement Date, and (vii) in the case of any Cash Management Account established by any Person that joins as a Seller under this Agreement from time to time, shall be
established concurrently with the execution and delivery of the Joinder Agreement by which such Person joins as a Seller under this Agreement. Buyer shall have sole dominion and control over each Cash Management Account. All Income in respect of the
Purchased Loans and any payments in respect of associated Hedging Transactions, as well as any interest received from the reinvestment of such Income, shall be deposited directly into the applicable Cash Management


  
 47 













 
Account and shall be remitted by the Depository in accordance with the provisions of the applicable Blocked Account Agreement and Servicing Agreement (which remittances shall be in conformity to
the applicable provisions of Sections 5(d), 5(e), 5(f) and 14(b)(iii) of this Agreement). 
 (b) With respect to each Purchased Loan, Seller
shall deliver to each Mortgagor, issuer of a participation or borrower or similar Person (however described) under a Purchased Loan an irrevocable direction letter (the “Irrevocable Direction Letter”) in the form attached as Exhibit
X to this Agreement (in the case of any Foreign Purchased Loan, with such reasonable changes as are mutually agreed upon by Buyer and Seller to reflect any equivalent terminology, customary market practices, Requirements of Law in the relevant non-U.S. jurisdiction, in each case applicable to such Foreign Purchased Loan) with a simultaneous copy to Servicer, instructing the Mortgagor and Servicer to pay all amounts payable under the related Purchased Loan
to the applicable Cash Management Account and shall provide to Buyer proof of such delivery. If a Mortgagor or Servicer forwards any Income with respect to a Purchased Loan to Seller rather than directly to the applicable Cash Management Account,
Seller shall (i) deliver an additional Irrevocable Direction Letter to the applicable Mortgagor, with a simultaneous copy to Servicer, and make other commercially reasonable efforts to cause such Mortgagor or Servicer to forward such amounts
directly to the applicable Cash Management Account and (ii) deposit in the applicable Cash Management Account any such amounts within one Business Day of Seller’s receipt thereof. 

(c) On each Remittance Date, Seller shall pay to Buyer an amount equal to the Price Differential which has accrued during the related Pricing
Rate Period for each Transaction to the extent not previously paid to Buyer. 
 (d) So long as no Event of Default shall have occurred and be
continuing, during the Facility Availability Period (or, with respect to Foreign Purchased Loans (AU) only, at any time), all Income received by the Depository in respect of the Purchased Loans and the associated Hedging Transactions (other than
Principal Payments and net sale proceeds) may be remitted by the Depository on the next Business Day to the account of Seller specified in the applicable Blocked Account Agreement (or in accordance with such other direction and instruction of Seller
which is reasonably approved by Buyer). 
 (e) So long as no Event of Default shall have occurred and be continuing, during the Facility
Availability Period, all Principal Payments in respect of each Purchased Loan received by the Depository shall be paid, pursuant to the withdrawal instructions of Seller that have been approved by Buyer, either (x) with respect to scheduled
Principal Payments (other than Principal Payments in full), on the next Remittance Date, or (y) with respect to unscheduled Principal Payments and scheduled Principal Payments in full, on the first (1st) Business Day immediately following the date such Principal Payment was deposited in the applicable Cash Management Account), and, in each instance, applied as follows: (i) first, toward the
reduction of the outstanding Purchase Price of such Purchased Loan to the extent necessary to cause the outstanding Purchase Price with respect to such Purchased Loan to equal the product of the related Market Value and the applicable Purchase Price
Percentage (or with respect to any Principal Payment in full, in the amount necessary to reduce the outstanding Purchase Price of such Purchased Loan to zero) and (ii) second, to the extent necessary to cause the outstanding


  
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Purchase Price with respect to each other Purchased Loan to equal the product of the related Market Value and the applicable Purchase Price Percentage. Any Principal Payments received by the
Depository and not paid to Buyer pursuant to the preceding sentence during the Facility Availability Period shall be remitted promptly to Seller. 

(f) Following the end of the Facility Availability Period (so long as no Event of Default shall have occurred and be continuing), all Income
received by the Depository (and, with respect to Foreign Purchased Loans (AU), Seller) in respect of any Purchased Loan and the associated Hedging Transactions shall be applied, pursuant to the withdrawal instructions of Seller that have been
approved by Buyer (which withdrawal instructions shall set forth the applicable Spot Rate(s) referenced in clause (vii) below), by the Depository (and, with respect to Foreign Purchased Loans (AU), Seller) on each Remittance Date as follows
(subject to the following sentence): 
  

	 	(i)	 first, to the Depository and Custodian an amount equal to the depository and custodial fees due and
payable; 


  

	 	(ii)	 second, to Buyer an amount equal to its
out-of-pocket costs and expenses and any other amounts due and payable under this Agreement; 



 

	 	(iii)	 third, to Buyer an amount equal to the Price Differential which has accrued and is outstanding in
respect of all of the Purchased Loans denominated in the same Applicable Currency as the Purchased Loan from which the Income was received as of such Business Day, such payment to be allocated amongst all such Purchased Loans on a pro rata basis
based upon the outstanding Purchase Price of each such Purchased Loan; 


  

	 	(iv)	 fourth, to pay the amount, if any, payable by Seller in the event any Hedging Transaction is being
terminated as of such date;  


  

	 	(v)	 fifth, to make a payment to Buyer in reduction of the outstanding Purchase Price of the Purchased Loan
from which the Income was received; 


  

	 	(vi)	 sixth, to make a payment to Buyer in reduction of the outstanding Purchase Price of all of the Purchased
Loans denominated in the same Applicable Currency as the Purchased Loan from which the Income was received, such payment to be allocated amongst all such Purchased Loans on a pro rata basis based upon the outstanding Purchase Price of each such
Purchased Loan; 


  

	 	(vii)	 seventh, to make a payment to Buyer in reduction of the outstanding Purchase Price of all of the
Purchased Loans denominated in an Applicable Currency different than the Applicable Currency of the Purchased Loan from which the Income was received, such payment to be allocated amongst all such Purchased Loans on a pro rata basis based upon the
outstanding Purchase Price of each such Purchased Loan (which pro rata allocation shall be calculated based on the then-current equivalent of such Purchase Price in the Applicable Currency of the Purchased Loan from which the Income was
received based on the applicable Spot Rate as of the date of determination); and 



  
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	 	(viii)	 eighth, the surplus, if any, to Seller. 



Notwithstanding anything in Section 5(f) of this Agreement to the contrary, prior to the application of funds pursuant to such Section, Seller shall be
entitled upon written request to Buyer to receive the amount of funds, if any, as may be required by applicable law to be distributed for Guarantor to maintain its status as a “real estate investment trust” for tax purposes and to avoid
other adverse tax consequences to Guarantor and/or its shareholders related to the status of Guarantor as a “real estate investment trust” for tax purposes; provided, that such distribution shall be subject to the condition
precedent (which Seller shall be required to demonstrate to the satisfaction of Buyer in its sole discretion) that Guarantor has exhausted all other sources of cash flow and income, whether in the form of equity or debt, prior to such request being
made to Buyer. 
 (g) If an Event of Default shall have occurred and be continuing, all Income received by the Depository in respect of the
Purchased Loans and the associated Hedging Transactions shall be applied, upon the direction and instruction of Buyer, by the Depository on the Business Day next following the Business Day on which such funds are deposited in the applicable Cash
Management Account as follows: 
  

	 	(i)	 first, to the Depository and Custodian an amount equal to the depository and custodial fees due and
payable; 


  

	 	(ii)	 second, to Buyer an amount equal to its
out-of-pocket costs and expenses and any other amounts due and payable under this Agreement; 



 

	 	(iii)	 third, to Buyer an amount equal to the Price Differential which has accrued and is outstanding in
respect of all of the Purchased Loans as of such Business Day; 


  

	 	(iv)	 fourth, to make a payment to Buyer in reduction of the outstanding Purchase Price of the Purchased
Loans, such payment to be allocated amongst the Purchased Loans as determined by Buyer in its sole discretion, until the outstanding Purchase Price for all of the Purchased Loans has been reduced to zero; 



 

	 	(v)	 fifth, to pay, the amount, if any, payable by Seller in the event any Hedging Transaction related to
such Purchased Loan is being terminated as of such date; and 


  

	 	(vi)	 sixth, the surplus, if any, to whoever may be lawfully entitled to receive such surplus.




  
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 (h) Notwithstanding any other provision of this Section 5, Income derived from Foreign
Purchased Loans (AU) which require quarterly (as opposed to monthly) interest payments by the relevant Mortgagor, which Income is credited to Parlex 2 AU’s Cash Management Account shall only be distributed pursuant to this Section 5 on
Remittance Dates specified in clause (b)(ii) of the definition thereof, and shall remain in such Cash Management Account and shall not be applied to any payments pursuant to this Section 5 on any Remittance Date specified in clause (b)(i) of
the definition thereof. 
 6. SECURITY INTEREST 

Buyer and Seller intend that all Transactions hereunder be sales to Buyer of the Purchased Loans and not loans from Buyer to Seller secured by
the Purchased Loans (other than for tax purposes). However, in the event any such Transaction is deemed to be a loan, Seller hereby pledges, assigns and hypothecates all of its right, title, and interest in, to and under and grants a first priority
lien on, and security interest in, all of Seller’s interest in the following property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the “Collateral”) to Buyer to
secure the payment and performance of all other amounts or obligations owing to Buyer pursuant to this Agreement and the related documents described herein: 

(a) the Purchased Loans, the Servicing Rights, Servicing Agreements, Servicing Records, insurance relating to the Purchased Loans, and
collection and escrow accounts relating to the Purchased Loans; 
 (b) the Hedging Transactions, if any, entered into pursuant to this
Agreement; 
 (c) each Cash Management Account and all financial assets (including, without limitation, all security entitlements with
respect to all financial assets) from time to time on deposit in each Cash Management Account; 
 (d) the Foreign Assignment Agreement, if
any; 
 (e) all “general intangibles”, “accounts” and “chattel paper” as defined in the UCC relating to or
constituting any and all of the foregoing; and 
 (f) 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. 

Buyer’s security interest in the Collateral shall terminate only upon termination of Seller’s obligations under this Agreement and
the documents delivered in connection herewith and therewith. Upon such termination, Buyer shall promptly deliver to Seller such UCC termination statements, the equivalent under applicable Requirements of Law in the relevant non-U.S. jurisdiction (with respect to Foreign Purchased Loans) and other release documents as may be commercially reasonable and to return the Purchased Loans to Seller and, (i) in the case of each Foreign
Purchased Loan (AU), the Buyer shall promptly register a financing change statement on the PPS Register amending or removing any registration on the PPS Register relating to such Collateral and (ii) in the case of each Foreign Purchased Loan
(CAD), the Buyer shall promptly register a financing change statement on the applicable personal property registry amending or removing any registration on such registry relating to such Collateral. For purposes of the grant of the security interest
pursuant to this Section 6, this Agreement shall be deemed to 

  
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constitute a security agreement under the New York Uniform Commercial Code (the “UCC”) and, in relation to each Foreign Purchased Loan (AU) or Foreign Purchased Loan (CAD), under
the applicable PPSA. Buyer shall have all of the rights and may exercise all of the remedies of a secured creditor under applicable Requirements of Law in the relevant jurisdiction (including, with respect to U.S. Purchased Loans, 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, shall cause to be filed in such locations as may be reasonably necessary to perfect and maintain perfection and priority
of the security interest granted hereby and by any Foreign Assignment Agreement, UCC financing statements and continuation statements or their equivalent under applicable Requirements of Law in the relevant
non-U.S. jurisdiction, including any registrations on the PPS Register or any applicable personal property registry in Canada (with respect to Foreign Purchased Loans) (collectively, the
“Filings”), and shall forward copies of such Filings to Seller upon completion thereof, and (b) Seller shall from time to time take such further actions as may be reasonably requested by Buyer to maintain and continue the
perfection and priority of the security interest granted hereby and by any Foreign Assignment Agreement (including (x) in the case of any Foreign Purchased Loan (AU), upon the request of Buyer, executing a legal or statutory mortgage in favor
of Buyer over any real property or any other form of security which Buyer reasonably considers appropriate for the property to be subject to that security, each in form and substance reasonably required by Buyer, and (y) marking its records and
files to evidence the interests granted to Buyer hereunder). 
 With respect to each Foreign Purchased Loan (AU), to the extent the law permits,
(a) for the purposes of section 115(1) and 115(7) of the PPSA, Buyer need not comply with sections 95, 118, 121(4), 125, 130, 132(3)(d) or 132(4); and sections 142 and 143 are excluded; (b) for the purposes of section 115(7) of the PPSA,
Buyer need not comply with sections 132 and 137(3); and (c) Parlex 2 AU agrees not to exercise its rights to make any request of Buyer under section 275 of the PPSA, to authorize the disclosure of any information under that section or to waive
any duty of confidence that would otherwise permit non-disclosure under that section. 
 7. PAYMENT, TRANSFER AND
CUSTODY 
 (a) On the Purchase Date for each Transaction, ownership of the Purchased Loans shall be transferred to Buyer or its designee
(including the Custodian) against the simultaneous transfer of the Purchase Price to an account of Seller specified in writing by Seller relating to such Transaction (and subject to the last sentence of Section 17). 

(b) On or before each Purchase Date, Seller shall deliver or cause to be delivered to Buyer or its designee the Custodial Delivery in the form
attached hereto as Exhibit III; provided, that notwithstanding the foregoing, upon request of Seller, Buyer in its sole discretion may elect to permit Seller to make such delivery by not later than the third (3rd) Business Day (or, in the case of each Foreign Purchased Loan (AU), the tenth (10th) Business Day) after the related Purchase Date, so long as
Seller causes an Acceptable Attorney to deliver to Buyer and the Custodian an Attorney’s Bailee Letter on or prior to such Purchase Date. In connection with each sale, transfer, conveyance and assignment of a Purchased Loan, on or prior to the
Purchase Date with respect to such Purchased Loan, Seller shall deliver or cause to be delivered and released the following documents (collectively, the “Purchased Loan File”) pertaining to such Purchased Loan to the Custodian on or
prior to the Purchase Date (unless otherwise waived by Buyer) with respect to such Purchased Loan (or, pursuant to the proviso in the immediately preceding sentence, by not later than the third
(3rd) Business Day (or, in the case of each Foreign Purchased Loan (AU), the tenth (10th) Business Day) after the related Purchase Date): 

  
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 With respect to each Purchased Loan that is a Whole Loan or Senior Interest, to the extent
applicable: 
  

	 	(i)	 The original Mortgage Note (or senior Mortgage Note in an “A/B” structure), bearing all intervening
endorsements and/or assignments (including, with respect to Foreign Purchased Loans, copies of all Transfer Certificates duly executed by the relevant parties). 



 

	 	(ii)	 An original or copy of any loan agreement and any guarantee executed in connection with the Mortgage Note.



  

	 	(iii)	 An original or copy of the Mortgage with evidence of recordation, or submission for recordation, from the
appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located (or, in the case of a Foreign Purchased Loan, with evidence of all filings, recordings, notifications and/or regulations required under applicable
Requirements of Law in the relevant non-U.S. jurisdiction to perfect a valid first priority security in the Mortgaged Property). 



 

	 	(iv)	 Originals or copies of all assumption, modification, consolidation or extension agreements with evidence of
recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located (or, in the case of a Foreign Purchased Loan, with evidence of all filings, recordings,
notifications and/or registrations required under applicable Requirements of Law in the relevant non-U.S. jurisdiction). 



 

	 	(v)	 An original of the Assignment Documents in Blank. 



 

	 	(vi)	 An original of the Foreign Assignment Agreement. 



 

	 	(vii)	 Originals or copies of all intervening assignments of mortgage with evidence of recordation, or submission for
recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located (or, in the case of a Foreign Purchased Loan, with evidence of all filings, recordings, notifications and/or regulations
required under applicable Requirements of Law in the relevant non-U.S. jurisdiction to perfect a valid first priority security in the Mortgaged Property). 



 

	 	(viii)	 Other than in the case of Foreign Purchased Loans (AU), an original or copy of the attorney’s opinion of
title and abstract of title or a copy of the mortgagee title insurance policy, as applicable, or if the mortgagee title insurance policy has not been issued, a copy of the irrevocable marked commitment to issue the same (or irrevocable signed
proforma policy). 



  
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	 	(ix)	 An original or copy of any security agreement, chattel mortgage or equivalent document executed in connection
with the Purchased Loan and, together, in the case of a Foreign Purchased Loan, with evidence of all filings, recordings, notifications and/or registrations required under applicable Requirements of Law in the relevant
non-U.S. jurisdiction necessary to perfect a valid first priority security interest in the relevant Mortgaged Property. 



 

	 	(x)	 Other than in the case of Foreign Purchased Loans (AU), an original or copy of the assignment of leases and
rents, if any, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located (or, in the case of a Foreign Purchased Loan, with evidence of
all filings, recordings, notifications and/or registrations required under applicable Requirements of Law in the relevant non-U.S. jurisdiction necessary to perfect a valid first priority security interest in
the relevant Mortgaged Property). 


  

	 	(xi)	 Originals or copies of all intervening assignments of assignment of leases and rents, if any, or copies
thereof, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located (or, in the case of a Foreign Purchased Loan, with evidence of all
filings, recordings, notifications and/or registrations required under applicable Requirements of Law in the relevant non-U.S. jurisdiction). 



 

	 	(xii)	 A copy of the UCC financing statements and all necessary UCC continuation statements (or, with respect to
Foreign Purchased Loans, their equivalent under applicable Requirements of Law in the relevant non-U.S. jurisdiction) with evidence of filing or submission for filing thereon, and UCC assignments (or, with
respect to Foreign Purchased Loans, their equivalent under applicable Requirements of Law in the relevant non-U.S. jurisdiction) prepared by Seller in blank, which UCC assignments or such equivalent shall be
in form and substance acceptable for filing. 


  

	 	(xiii)	 An environmental indemnity agreement (if any). 



 

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



 

	 	(xv)	 Other than in the case of Foreign Purchased Loans (AU), a Survey of the Mortgaged Property (if any) as accepted
by the title company for issuance of the Title Policy (or, with respect to Foreign Purchased Loans, by Buyer). 



  
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	 	(xvi)	 With respect to Foreign Purchased Loans, a Property Report and, an overview thereon prepared by Seller’s
(or, to the extent customary in the relevant non-U.S. jurisdiction, the relevant Mortgagor’s) counsel addressed to or capable of being relied on by Buyer or its designee upon registration of Buyer or its
designee, as lender of record (if available). 


  

	 	(xvii)	 A copy of the opinion of Mortgagor’s (or, with respect to any Foreign Purchased Loan, to the extent
customary in the relevant non-U.S. jurisdiction, Mortgagee’s) counsel. 


  

	 	(xviii)	 An assignment of permits, contracts and agreements (if any). 



With respect to each Purchased Loan which is a participation interest in a Whole Loan or Senior Interest: 

 

	 	(i)	 the original or a copy of all of the documents described above with respect to a Purchased Loan which is a
whole mortgage loan; 


  

	 	(ii)	 if applicable, an original participation certificate bearing all intervening endorsements;



  

	 	(iii)	 an original or copy of any participation agreement and an original or copy of any intercreditor agreement,
co–lender agreement and/or servicing agreement executed in connection with the Purchased Loan; and 


  

	 	(iv)	 An original of the Assignment Documents in Blank. 



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 Loan 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 which have been delivered or are being delivered to recording offices for recording and have not been returned to Seller in time to permit their delivery hereunder at the time required, in lieu of delivering such
original documents, Seller shall deliver to Buyer a true copy thereof with an officer’s certificate certifying that such copy is a true, correct and complete copy of the original, which has been transmitted for recordation. Seller shall deliver
such original documents to the Custodian promptly when they are received. With respect to all of the Purchased Loans 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-A or Exhibit V-B attached hereto, as applicable, irrevocably appointing Buyer or its designee its
attorney-in-fact with full power during the occurrence and continuance of an Event of Default and, subject to the following sentence, during the occurrence and
continuance of a monetary Default or material non-monetary Default, to take the actions described therein, on the terms and conditions set forth therein. If a monetary Default or a material non-monetary Default has occurred and is continuing and Buyer has requested in writing that Seller take or cause to be taken any action that Buyer deems reasonably necessary to preserve Buyer’s or its
designee’s ability to enforce upon the Purchased Loans as and when permitted pursuant to Section 14(b) hereof (which writing shall include a statement that Buyer will exercise its power of attorney if


  
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Seller fails to take or cause to be taken such action requested by Buyer), and Seller has not complied with any such request promptly following receipt thereof, then Buyer (or its designee) may
exercise its power of attorney during the existence and continuation of any such monetary Default or material non-monetary Default, as the case may be, as Buyer deems reasonably necessary to preserve
Buyer’s or its designee’s ability to enforce upon the Purchased Loans as and when permitted pursuant to Section 14(b) hereof. Buyer shall deposit the Purchased Loan Files representing the Purchased Loans, or direct that the Purchased
Loan Files be deposited directly, with the Custodian. The Purchased Loan Files shall be maintained in accordance with the applicable Custodial Agreement. Any Purchased Loan Files not delivered to Buyer or its designee (including the Custodian) are
and shall be held in trust by Seller or its designee for the benefit of Buyer as the owner thereof. Seller or its designee shall maintain a copy of the Purchased Loan File and the originals of the Purchased Loan File not delivered to Buyer or its
designee (to the extent such originals are in the possession or control of the Seller). The possession of the Purchased Loan File by Seller or its designee, is at the will of Buyer for the sole purpose of servicing the related Purchased Loan, 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 Loan to Buyer. Seller or its designee (including the Custodian) shall release its custody of the Purchased Loan File only in accordance with written instructions from Buyer, unless such release is required as
incidental to the servicing of the Purchased Loans, is in connection with a repurchase of any Purchased Loan by Seller or as otherwise required by law. 

(c) Unless an Event of Default shall have occurred and be continuing, Buyer and/or its designee shall exercise all voting and corporate rights
with respect to the Purchased Loans in accordance with Seller’s written instructions; provided, however, that Buyer and/or its designee, shall not be required to follow Seller’s instructions concerning any vote or corporate
right if doing so would, in Buyer’s Applicable Standard of Discretion and in a manner consistent with Buyer’s other master repurchase facilities for comparable assets, be inconsistent with or result in any violation of any provision of the
Transaction Documents or any Requirement of Law. The rights of Buyer as described in Section 3.07 of the Servicing Agreement in relation to the consideration of and provision to the Servicer of any consents, authorizations, directions and/or
instructions shall constitute the exercise of voting and corporate rights with respect to the Purchased Loans for the purpose of this Section 7(c). Upon the occurrence and during the continuation of an Event of Default,
Buyer and/or its designee, shall be entitled to exercise all voting and corporate rights with respect to the Purchased Loans without regard to Seller’s instructions. 

8. SALE, TRANSFER, HYPOTHECATION OR PLEDGE OF PURCHASED LOANS 

(a) Title to all Purchased Loans shall pass to Buyer (or its designee) on the applicable Purchase Date, and Buyer (or its designee) shall have
free and unrestricted use of all Purchased Loans, subject however, to the terms of this Agreement. Nothing in this Agreement or any other Transaction Document shall preclude Buyer (or its designee) from engaging in repurchase transactions with the
Purchased Loans or otherwise selling, transferring, pledging, repledging, hypothecating, or rehypothecating the Purchased Loans, but no such transaction shall relieve Buyer of its obligations to transfer the Purchased Loans to Seller pursuant to
Section 3 of this Agreement, of Buyer’s obligation to credit or pay Income to, or apply Income to the obligations of, Seller pursuant to Section 5 hereof or of Buyer’s obligations pursuant to Section 19(b). 

  
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 (b) Nothing contained in this Agreement or any other Transaction Document shall obligate
Buyer to segregate any Purchased Loans delivered to Buyer (or its designee) by Seller. Notwithstanding anything to the contrary in this Agreement or any other Transaction Document, no Purchased Loan shall remain in the custody of Seller or an
Affiliate of Seller. 
 9. INTENTIONALLY OMITTED 

10. REPRESENTATIONS 
 (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 body required in
connection with this Agreement and the Transactions hereunder and such authorizations are in full force and effect and (v) the execution, delivery and performance of this Agreement and the Transactions hereunder will not violate any law,
ordinance or rule applicable to it or its organizational documents or any agreement by which it is bound or by which any of its assets are affected. 

(b) In addition to the representations and warranties in subsection (a) above, Seller represents and warrants to Buyer that as of the date
of this Agreement, as of the Purchase Date for the purchase of any Purchased Loans by Buyer from Seller and any Transaction thereunder, as of any Business Day on which Margin Excess is made available by Buyer to Seller, and at all times while this
Agreement and any Transaction thereunder is in full force and effect: 
  

	 	(i)	 Organization. Seller is duly formed, validly existing and in good standing under the laws and
regulations of the state of Seller’s formation and is duly licensed, qualified, and in good standing in every jurisdiction where such licensing or qualification is necessary for the transaction of Seller’s business. 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. 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, court schemes, moratoria,
administration, examinership, reorganisation and other limitations on creditors’ rights generally and to equitable principles. 



  
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	 	(iii)	 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 or provisions of (i) the organizational documents of Seller, (ii) 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, (iii) any judgment or order, writ, injunction, decree or demand of any court applicable to Seller, or (iv) any applicable Requirement of Law, in the case of clauses (ii)-(iv) above, to the extent that
such conflict or breach would have a Material Adverse Effect. Seller has all necessary licenses, permits and other consents from Governmental Authorities necessary to acquire, own and sell the Purchased Loans and for the performance of its
obligations under the Transaction Documents, except to the extent failure to have such licenses, permits and consents is not reasonably likely to have a Material Adverse Effect. 



 

	 	(iv)	 Litigation; Requirements of Law. Except as disclosed in writing to Buyer, there is no action, suit,
proceeding, investigation, or arbitration pending or, to Seller’s Actual Knowledge, threatened in writing against Seller or any of its assets, which is reasonably likely to have a Material Adverse Effect. Seller is in compliance in all material
respects with all Requirements of Law. Seller is not in default in any material respect with respect to any judgment, order, writ, injunction, decree, rule or regulation of any arbitrator or Governmental Authority. 



 

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



 

	 	(vi)	 Good Title to Purchased Loans. Immediately prior to the purchase of any Purchased Loans by Buyer from
Seller, such Purchased Loans are free and clear of any lien, encumbrance or impediment to transfer (including any “adverse claim” as defined in Section 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 Loans to Buyer and, upon transfer of such Purchased Loans to Buyer, Buyer shall be the owner of such Purchased Loans free of any
adverse claim, subject to the rights of 



  
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Seller and other obligations of Buyer pursuant to the terms of this Agreement. In the event the related Transaction is recharacterized as a secured financing of the Purchased Loans, the
provisions of this Agreement (together, with respect to any Foreign Purchased Loan, with the relevant Foreign Assignment 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 Collateral and Buyer shall have a valid, perfected first priority security interest in the Purchased Loans. 

  

	 	(vii)	 No Default. As of the date of this Agreement and each Purchase Date, no Default or Event of Default has
occurred and is continuing under or with respect to the Transaction Documents. At all times while this Agreement and any Transaction thereunder is in effect, no monetary Default, material non-monetary Default
or Event of Default to Seller’s Actual Knowledge has occurred and is continuing under or with respect to the Transaction Documents. 


  

	 	(viii)	 Representations and Warranties Regarding Purchased Loans; Delivery of Purchased Loan File. Seller
represents and warrants to Buyer that each Purchased Loan sold in a Transaction hereunder, as of the related Purchase Date for such Transaction and as of any Business Day on which Margin Excess is made available by Buyer to Seller which increases
the outstanding Purchase Price of such Purchased Loan, conforms to the applicable representations and warranties set forth in Exhibit VI-I, Exhibit VI-II, Exhibit VI-III
and Exhibit VI-IV attached hereto in all material respects, except as disclosed to Buyer in writing. With respect to each Purchased Loan, the Mortgage Note, the Mortgage, the Assignment of Mortgage, the
Transfer Certificate and any other documents required to be delivered under this Agreement and the applicable Custodial Agreement for such Purchased Loan have been delivered to Buyer or the Custodian on its behalf (or shall be delivered in
accordance with the time periods set forth herein). 


  

	 	(ix)	 Adequate Capitalization; No Fraudulent Transfer. Seller is generally able to pay, and as of the date
hereof is paying, its debts as they come due. Seller has not become, and 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. Seller has not received any written notice that any payment or other transfer made to or on account of Seller from or on account of any Mortgagor or any other person obligated under any Purchased Loan Documents is or may be void or
voidable as an actual or constructive fraudulent transfer or as a preferential transfer. 



  
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	 	(x)	 Consents. No consent, approval or other action of, or filing by Seller with, any Governmental Authority
or any other Person is required to authorize, or is otherwise required in connection with, the execution, delivery and performance of any of the Transaction Documents (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). 


  

	 	(xi)	 Members. Seller is a wholly owned subsidiary of Guarantor. 



 

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


  

	 	(xiii)	 No Encumbrances. Except to the extent expressly set forth in this Agreement, 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 Loans, (ii) no agreements on the part of Seller to issue, sell or distribute the Purchased Loans, and
(iii) no obligations on the part of Seller (contingent or otherwise) to purchase, redeem or otherwise acquire any securities or any interest therein or to pay any dividend or make any distribution in respect of the Purchased Loans.



  

	 	(xiv)	 Federal Regulations. Seller is not (A) required to register as an “investment company,”
or a company “controlled by an investment company,” within the meaning of the Investment Company Act of 1940, as amended, or (B) a “holding company,” or a “subsidiary company of a holding company,” or an
“affiliate” of either a “holding company” or a “subsidiary company of a holding company,” as such terms are defined in the Public Utility Holding Company Act of 1935, as amended. 



 

	 	(xv)	 Taxes. Seller and Guarantor have filed or caused to be filed all federal and other material tax returns
which are required to be filed with respect to Seller and have paid all federal and other material taxes imposed on or with respect to Seller except for any such taxes as are being appropriately contested in good faith by appropriate proceedings
diligently conducted and with respect to which adequate reserves have been provided in accordance with GAAP; no tax liens have been filed against Seller or its assets (except for Permitted Liens). 



 

	 	(xvi)	 ERISA. Neither Seller nor any ERISA Affiliate maintains any Plans and neither Seller nor any ERISA
Affiliate and makes any contributions to any Plans or any Multiemployer Plans. 


  

	 	(xvii)	 Judgments/Bankruptcy. Except as disclosed in writing to Buyer, there are no judgments against Seller
unsatisfied of record or docketed in any court located in the United States of America. No Act of Insolvency has ever occurred with respect to Seller. 



  
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	 	(xviii)	 Full and Accurate Disclosure. No information contained in the Transaction Documents or in any written
statement prepared and delivered by Seller or Guarantor 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 when such statements and omissions are considered in the totality of the circumstances in question. 



 

	 	(xix)	 Financial Information. All financial data concerning Seller and Guarantor that has been delivered by
Seller to Buyer is true, complete and correct in all material respects and has been prepared in accordance with GAAP. To Seller’s Actual Knowledge, all financial data concerning the Purchased Loans that has been delivered by or on behalf of
Seller to Buyer is true, complete and correct in all material respects. 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 and Guarantor or in the
operations of Seller and Guarantor or, to Seller’s Actual Knowledge, the financial position of the Purchased Loans, which change is reasonably likely to have in a Material Adverse Effect. 



 

	 	(xx)	 Notice Address; Jurisdiction of Organization. On the date of this Agreement, Seller’s address for
notices is as set forth in Annex I. Seller’s jurisdiction of organization is Delaware. The location where Seller keeps its books and records, including all computer tapes and records relating to the Collateral, is its notice address.



  

	 	(xxi)	 Prohibited Person. None of Seller, Guarantor or any of their respective Affiliates is a Prohibited
Person and each of Seller and Guarantor is in full compliance with all applicable orders, rules, regulations and recommendations of OFAC and each Foreign Sanctions Authority. None of Seller or Guarantor or any of their respective members, directors,
executive officers, parents or Subsidiaries, as applicable: (A) are subject to U.S. or multilateral economic or trade sanctions currently in force; (B) are owned or controlled by, or act on behalf of, any governments, corporations,
entities or individuals that are subject to U.S. or multilateral economic or trade sanctions currently in force; or (C) is a Prohibited Person or is otherwise named, identified or described on any blocked persons list, designated nationals
list, denied persons list, entity list, debarred party list, unverified list, sanctions list or other list of individuals or entities with whom U.S. persons may not conduct business, including but not limited to lists published or maintained by
OFAC, the U.S. Department of Commerce, the U.S. Department of State and any Foreign Sanctions Authority. Each of Seller and Guarantor has established an anti-



  
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money laundering compliance program as required by all applicable anti-money laundering laws and regulations, including without limitation the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56). 

  

	 	(xxii)	 Centre of Main Interests. Seller has not (A) taken any action that would cause its “centre of
main interests” (as such term is used in Section 3(1) of the Regulation (EU) No. 2015/848 on Insolvency Proceedings (the “Recast Insolvency Regulation”)) to be located in the United Kingdom or Europe or
(B) registered as a company in any jurisdiction other than Delaware. 


 11. NEGATIVE COVENANTS OF SELLER 

On and as of the date hereof and until this Agreement is no longer in force with respect to any Transaction, Seller shall not without the prior
written consent of Buyer: 
 (a) subject to Seller’s right to repurchase any Purchased Loan, take any action which would directly or
indirectly impair or adversely affect Buyer’s title to the Purchased Loans; 
 (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 Loans (or any of them) to any Person other than Buyer, or engage in repurchase transactions or similar transactions with respect
to the Purchased Loans (or any of them) with any Person other than Buyer, unless and until such Purchased Loans are repurchased by Seller in accordance with this Agreement; 

(c) create, incur or permit to exist any Lien in or on the Purchased Loans, except as described in Section 6 of this Agreement; 

(d) create, incur or permit to exist any lien, encumbrance or security interest in or on any of the other Collateral subject to the security
interest granted by Seller pursuant to Section 6 of this Agreement; 
 (e) modify or terminate any of the organizational documents of
Seller (except Buyer shall not unreasonably withhold or delay any request for a consent to such modification to the organizational documents (excluding the special purpose entity provisions)); 

(f) consent to any amendment or supplement to, or termination of any note, loan agreement, mortgage or guaranty relating to the Purchased Loans
or other material agreement or instrument relating to the Purchased Loans (other than Permitted Purchased Loan Modifications), unless and until such Purchased Loans are repurchased by Seller in accordance with this Agreement; provided, that
notwithstanding the foregoing, to the extent Buyer’s prior approval is required for any such amendment or termination set forth in this Section 11(f) and Seller delivers a written request for approval to Buyer which is not responded to
within five (5) Business Days, then Buyer shall be deemed to have granted its approval to such amendment or termination if Seller proceeds to deliver to Buyer a second written request for approval which is not responded


  
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to within five (5) Business Days, so long as such second request is marked in bold lettering with the following language: “BUYER’S RESPONSE IS REQUIRED WITHIN FIVE
(5) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A REPURCHASE AGREEMENT BETWEEN THE UNDERSIGNED AND BUYER” and the envelope containing the request must be marked “PRIORITY”; 

(g) admit any additional members in Seller, or permit the sole member of Seller to assign or transfer all or any portion of its membership
interest in Seller; 
 (h) enter into any Hedging Transactions other than to the extent required under Section 12(e) (it being
understood and agreed Seller shall not have any obligation to enter into Hedging Transactions with respect to individual Purchased Loans or pursue hedging strategies at the level of Seller with respect to the Purchased Loans); 

(i) after the occurrence and during the continuation of an Event of Default, make any distribution, payment on account of, or set apart assets
for, a sinking or other analogous fund for the purchase, redemption, defeasance, retirement or other acquisition of any Capital Stock of Seller, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly
or indirectly, whether in cash or property or in obligations of Seller; or 
 (h) take any action that will cause its “centre of main
interests” (as such term is used in the Recast Insolvency Regulation) to be located in the United Kingdom or Europe or register as a company in any jurisdiction other than Delaware. 

12. AFFIRMATIVE COVENANTS OF SELLER 
 (a)
Seller shall use commercially reasonable efforts to promptly notify Buyer of any change in its business operations and/or financial condition that would be reasonably likely to have a Material Adverse Effect; provided, however, the
failure to deliver such notice in accordance with this Section 12(a) shall not give rise to an Event of Default; provided, further, that nothing in this Section 12 shall relieve Seller of its obligations
under this Agreement. 
 (b) Seller shall provide Buyer with copies of such documents as Buyer may reasonably request and which are in
Seller’s possession or control evidencing the truthfulness of the representations set forth in Section 10. 
 (c) Seller
(1) shall defend the right, title and interest of Buyer in and to the Collateral against, and take such other action as is necessary to remove, the Liens of all Persons (other than security interests by or through Buyer and Permitted Liens) and
(2) shall, at Buyer’s reasonable request, take all action necessary to ensure that Buyer will have a first priority security interest in the Purchased Loans subject to any of the Transactions in the event such Transactions are
recharacterized as secured financings (including, in the case of any Foreign Purchased Loan (AU), upon the request of Buyer, executing a legal or statutory mortgage in favor of Buyer over any real property or any other form of security which Buyer
reasonably considers appropriate for the property to be subject to that security, each in form and substance reasonably required by Buyer). 

  
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 (d) Seller shall notify Buyer and the Depository of the occurrence of any Default or Event
of Default of which Seller has written notice or Actual Knowledge and which has not otherwise been disclosed pursuant to the reports delivered in accordance with Section 12(i). 

(e) With respect to each fixed rate Purchased Loan, Seller shall enter into Hedging Transactions designed to mitigate interest rate risk (i.e.
not credit risk) pursuant to a hedging strategy reasonably acceptable to Buyer and pledge such Hedging Transactions to Buyer as Collateral (including, without limitation, to the extent such Hedging Transactions are entered into with a party other
than Buyer, delivering a collateral assignment of such Hedging Transactions in form and substance acceptable to Buyer). Seller acknowledges Buyer will mark to market such Hedging Transactions from time to time in accordance with and subject to the
terms of this Agreement. 
 (f) Seller shall promptly (and in any event not later than three (3) Business Days following receipt)
deliver to Buyer (i) any written notice of the occurrence of an event of default received by Seller pursuant to the Purchased Loan Documents and (ii) any other information with respect to the Purchased Loans within Seller’s possession
or control as may be reasonably requested by Buyer from time to time. 
 (g) Seller will permit Buyer or its designated representative to
inspect at Buyer’s sole cost and expense (so long as an Event of Default has not occurred and is not continuing) Seller’s records which are not privileged or confidential (but excluding for this purpose all information received from
Mortgagors or other obligors on the Purchased Loans) and the conduct and operation of its business related thereto upon reasonable prior written notice from Buyer or its designated representative, at such reasonable times and with reasonable
frequency (not to exceed twice per calendar year, so long as an Event of Default has not occurred and is not continuing), 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) At any time from time to time upon the
reasonable request of Buyer, at the sole expense of Seller, Seller will promptly and duly execute and deliver such further instruments and documents and take such further actions as Buyer may reasonably request for the purposes of obtaining or
preserving the full benefits of this Agreement including the first priority security interest granted hereunder and of the rights and powers herein granted (including, among other things, filing such UCC financing statements or their equivalent
under applicable Requirements of Law in any relevant non-U.S. jurisdiction as Buyer may reasonably request). If any amount payable under or in connection with any of the Collateral shall be or become evidenced
by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to Buyer, duly endorsed in a manner reasonably satisfactory to Buyer, to be held as Collateral pursuant to this
Agreement, and the documents delivered in connection herewith. Seller hereby authorizes Buyer and its counsel to file UCC-1 financing statements in form and substance satisfactory to Buyer, describing the
collateral as “all assets of the Seller, whether now owned or existing or hereafter acquired or arising and wheresoever located, and all proceeds and products thereof” or words to that effect. 

  
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 (i) Seller shall provide Buyer with the following financial and reporting information: 

 

	 	(i)	 Within 45 days after the last day of each of the first three fiscal quarters in any fiscal year,
Guarantor’s and (to the extent prepared separately from Guarantor) Seller’s unaudited consolidated balance sheets as of the end of such quarter, in each case certified as being true and correct by an officer’s certificate;



  

	 	(ii)	 Within 90 days after the last day of its fiscal year, Guarantor’s audited and (to the extent prepared
separately from Guarantor) Seller’s unaudited (or, if generated by Seller, Seller’s audited) consolidated statements of income and statements of changes in cash flow for such year and balance sheets as of the end of such year, in each case
presented fairly in accordance with GAAP, and accompanied, in the case of Guarantor, by an unqualified report of a nationally recognized independent certified public accounting firm, Deloitte & Touche LLP or any other accounting firm
consented to by Buyer in its reasonable discretion; 


  

	 	(iii)	 Within 30 days after the last day of each calendar month, any and all property level financial information
(including, without limitation, operating and financial statements) with respect to the Purchased Loans that was received during the preceding calendar month and is in the possession of Seller or an Affiliate, including, without limitation, rent
rolls and income statements; 


  

	 	(iv)	 Within 30 days after the last day of each calendar quarter in any fiscal year, an officer’s certificate
from Seller addressed to Buyer certifying that, as of such calendar month, (x) Seller and Guarantor are in compliance in all material respects with all of the terms and requirements of this Agreement, (y) Guarantor is in compliance with
the financial covenants set forth in the Guaranty (including therein detailed calculations demonstrating such compliance) and (z) no Event of Default has occurred and is continuing; and 



 

	 	(v)	 With respect to the Purchased Loans and related Mortgaged Properties: (x) within 30 days after the last
day of each calendar month, Seller’s monthly operations report covering occupancy, collections, delinquencies, losses, recoveries, cash flows and such other property level information as may reasonably be requested by Buyer and (y) within
30 days after the last day of each calendar quarter in any fiscal year, an asset management report prepared by Seller or Guarantor. 



(j) Seller shall at all times comply with all laws, ordinances, rules and regulations of any federal, provincial, territorial, state,
municipal or other public authority having jurisdiction over Seller or any of its assets, except to the extent any failure thereof is not reasonably likely to result in a Material Adverse Effect. Seller shall do or cause to be done all things
reasonably necessary to preserve and maintain in full force and effect its legal existence, and all licenses material to its business. 

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

(l) Seller shall observe, perform and satisfy all the terms, provisions and covenants 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 shall pay and discharge all Taxes, levies, liens and other charges on its assets and on the Collateral that, in each case, in any
manner would create any Lien upon the Collateral, except for Permitted Liens or similar charges. 
 (m) Seller will maintain records with
respect to the Collateral and the conduct and operation of its business with no less a degree of prudence than if the Collateral were held by Seller for its own account. 

(n) In the event that Guarantor terminates BXMT Advisors L.L.C. as Guarantor’s external manager pursuant to the Second Amended and
Restated Management Agreement, dated as of October 23, 2014, between Guarantor and BXMT Advisors L.L.C., any replacement external manager or switch to internal management shall be subject to Buyer’s prior written approval, not to be
unreasonably withheld, conditioned or delayed. 
 13. SINGLE-PURPOSE ENTITY 

Seller hereby represents and warrants to Buyer, and covenants with Buyer, that as of the date hereof and so long as any of the Transaction
Documents shall remain in effect: 
 (a) It is and intends to remain Solvent and it has paid and will pay its debts and liabilities
(including employment and overhead expenses) from and solely to the extent of its own assets as the same shall become due. 
 (b) It has
complied and will comply with the provisions of its organizational documents (i.e. certificate of formation and operating agreement) in all material respects. 

(c) It has done or caused to be done and will, to the extent under its control, do all things necessary to observe corporate formalities and to
preserve its existence. 
 (d) It has maintained and will maintain all of its books, records, financial statements and bank accounts separate
from those of its Affiliates, its members and any other Person (except, in each case, to the extent consolidation is permitted under GAAP or as a matter of law), and, to the extent required by law, it will file its own tax returns, if any (except,
for the avoidance of doubt, if Seller is included as part of a consolidated, unitary, combined or similar tax return, or if Seller is disregarded as a separate entity for applicable tax purposes). 

  
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 (e) It has been, is and will be, and at all times will hold itself out to the public as, a
legal entity separate and distinct from any other entity (including any Affiliate), shall correct any misunderstanding of which it has Actual Knowledge regarding its status as a separate entity, shall conduct business in its own name, shall not
identify itself or any of its Affiliates as a division or part of the other, shall maintain and utilize separate stationery, invoices and checks, and allocate fairly and reasonably any overhead for shared office space and for services performed by
an employee of an Affiliate. 
 (f) It has not owned and will not own any property or any other assets other than Purchased Loans, assets
intended to be offered as Eligible Loans pursuant to this Agreement, cash and its interest under any associated Hedging Transactions; provided, however, that Seller shall not be in breach of this provision to the extent that Seller
acquires or originates an Eligible Loan under its good faith belief that such Eligible Loan will become a Purchased Loan; provided, further, that in the event Buyer does not approve such Eligible Loan for inclusion in a Transaction after
Buyer’s receipt of the applicable Transaction Request, Due Diligence Package and such additional diligence materials in accordance with Section 3(a), then Seller shall convey all of its right, title and interest in such Eligible Loan to a
third party by not later than ten (10) Business Days after Buyer disapproves (or is deemed to have disapproved) such Eligible Loan in accordance with Section 3(a). 

(g) It has not engaged and will not engage in any business other than the acquisition, origination, ownership, servicing, enforcement,
financing and disposition of Purchased Loans in accordance with the applicable provisions of the Transaction Documents and its organizational documents. 

(h) It has not entered into, and will not enter into, any contract or agreement with any of its Affiliates, except upon terms and conditions
that are substantially similar to those that would be available on an arm’s-length basis with Persons other than such Affiliate. 

(i) It has not incurred and will not incur any Indebtedness or other obligation, secured or unsecured, direct or indirect, absolute or
contingent (including guaranteeing any obligation), other than (A) with respect to the Purchased Loan Documents, and (B) trade payables in the ordinary course of its business which are either (x) no more than ninety (90) days
past due and do not exceed $500,000.00 in the aggregate or (y) more than ninety (90) days past due and do not exceed $250,000.00 in the aggregate, and are being contested in good faith and for which adequate reserves are maintained, and
(C) as otherwise expressly permitted under this Agreement. 
 (j) It has not made and will not make any loans or advances to any other
Person, except as permitted under this Agreement and under assets intended to be offered as Eligible Loans pursuant to this Agreement (subject to the provisos to Section 12(f) herein), and shall not acquire obligations or securities of any
member or any Affiliate of any member or any other Person. 
 (k) It will maintain adequate capital derived from income from its business
operations for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations. 

  
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 (l) It shall not seek its dissolution, liquidation or winding up, in whole or in part, or
suffer any Change of Control or consolidation or merger with respect to Seller. 
 (m) It will not commingle its funds and other assets with
those of any of its Affiliates or any other Person. 
 (n) It has maintained and will maintain its assets in such a manner that it will not
be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its Affiliates or any other Person. 

(o) Except as expressly permitted under this Agreement, it has not held and will not hold itself out to be responsible for the debts or
obligations of any other Person. 
 (p) Seller shall not take any Act of Insolvency without the affirmative vote of the Independent Director.

 (q) It shall at all times maintain at least one Independent Director. For so long as the Repurchase Obligations remain outstanding, Seller
shall not take any of the actions contemplated by Section 13(p) above (including, to the extent, applicable without the affirmative vote of such Independent Director). 

(r) It shall not pledge its assets to secure the obligations of any other Person. 

14. EVENTS OF DEFAULT; REMEDIES 
 (a)
After the occurrence and during the continuance of an Event of Default, Seller hereby appoints Buyer as attorney-in-fact of Seller in accordance with
Section 7(b) 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. With respect to each Transaction, each of the following clauses (i) through
(xv) shall be an Event of Default under this Agreement: 
  

	 	(i)	 Seller fails to repurchase the Purchased Loans upon the applicable Repurchase Date; 



 

	 	(ii)	 Seller fails to cure a Margin Deficit in accordance with Section 4 hereof; 



 

	 	(iii)	 an Act of Insolvency occurs with respect to Seller or Guarantor; 



 

	 	(iv)	 Guarantor fails to qualify as a REIT (after giving effect to any cure or corrective periods or allowances
pursuant to the Code); 


  

	 	(v)	 either (A) the Transaction Documents shall for any reason not cause, or shall cease to cause, Buyer (or
its designee) to be the owner free of any adverse claim of any of the Purchased Loans, or (B) if a Transaction is recharacterized as a secured financing, the Transaction Documents with respect to any Transaction shall for any reason cease to
create a valid first priority security interest in favor of Buyer (or its designee) in any of the Purchased Loans; 



  
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	 	(vi)	 if an event occurs which would constitute (a) an “event of default” under any Hedging
Transaction or (b) a “termination event” or an “additional termination event” under any Hedging Transaction (and, in either case, Seller has failed to cure the “event of default” within the applicable cure period
or to meet its obligation to pay the Early Termination Amount, if any, pursuant to the terms of such Hedging Transaction); 


  

	 	(vii)	 failure of Buyer 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); 


  

	 	(viii)	 failure of Seller to make any other payment owing to Buyer which has become due, whether by acceleration or
otherwise under the terms of this Agreement (other than due to any act or failure to act of Depository to the extent available funds are on deposit in the applicable Cash Management Account), which failure is not remedied within three
(3) Business Days after written notice thereof to Seller from Buyer; 


  

	 	(ix)	 any Governmental Authority takes any action to (i) condemn, seize or appropriate, or assume custody or
control of, all or any substantial part of the property of Seller, (ii) displace the management of Seller or curtail its authority in the conduct of the business of Seller, or (iii) terminate the activities of Seller as contemplated by the
Transaction Documents; 


  

	 	(x)	 a Change of Control shall have occurred; 



 

	 	(xi)	 any representation (other than a MTM Representation) made by Seller or Guarantor in any Transaction Document
shall have been incorrect or untrue in any material respect when made or repeated or deemed to have been made or repeated and such incorrect or untrue representation exists and continues unremedied for ten (10) Business Days after the earlier
of receipt of written notice thereof from Buyer or Seller’s acquiring Actual Knowledge of such incorrect or untrue representation (other than the representations and warranties set forth in Section 10(b)(viii) of this Agreement made by
Seller, which shall not be considered an Event of Default if incorrect or untrue in any material respect, provided Seller repurchases the related Purchased Loan on an Early Repurchase Date no later than three (3) Business Days after receiving
notice of such incorrect or untrue representation and terminates the related Transaction; provided further Seller shall not have made any such representation with actual knowledge that it was materially incorrect or untrue at the time made);




  
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	 	(xii)	 (i) Guarantor breaches any of the payment obligations set forth in the Guaranty or (ii) Guarantor shall
fail to observe any of the financial covenants set forth in the Guaranty or (iii) shall have defaulted or failed to perform any of the other obligations under the Guaranty in any material respect and such default or failure referred to in this
clause (iii) remains uncured for a period of seven (7) Business Days after the earlier of receipt of notice thereof from Buyer or Seller’s acquiring Actual Knowledge of such default or failure by Guarantor; 



 

	 	(xiii)	 a final non-appealable judgment by any competent court in the United
States of America for the payment of money in an amount greater than $100,000 (in the case of Seller) or $5,000,000 (in the case of the Guarantor) shall have been rendered against Seller or Guarantor, and remains undischarged or unpaid for a period
of forty-five (45) days, during which period execution of such judgment is stayed by the posting of cash or a bond or other collateral acceptable to Buyer in the amount of the judgment; 



 

	 	(xiv)	 Seller or Guarantor shall have (x) defaulted under any note, indenture, loan agreement, guaranty or other
Indebtedness to which it is a party, which default (A) involves the failure to pay a matured obligation in excess of $100,000 (in the case of Seller) or the greater of (a) $5,000,000 or (b) the lesser of (i) 5% of Tangible Net Worth (as
such term is defined in the Guaranty) and (ii) $25,000,000 (in the case of Guarantor), or (B) results in the acceleration of the maturity of such Indebtedness in excess of a principal amount of $100,000 (in the case of Seller) or the greater of
(a) $5,000,000 or (b) the lesser of (i) 5% of Tangible Net Worth (as such term is defined in the Guaranty) and (ii) $25,000,000 (in the case of Guarantor) by any other party to or beneficiary of such note, indenture, loan agreement, guaranty or
other Indebtedness or (y) failed to perform any other material non-payment obligation under such note, indenture, loan agreement, guaranty or other Indebtedness with an asserted actual out-of-pocket damages claim in excess of the limits referenced in clause (x) with respect to Seller or Guarantor, as applicable and acceleration occurs under such
Indebtedness as a result thereof; provided, however, that any such default, failure to perform or breach shall not constitute an Event of Default if Seller or 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; or 


  

	 	(xv)	 if Seller or Guarantor shall breach or fail to perform any of the terms, agreements, conditions, covenants or
obligations applicable to such Person under this Agreement, any other Transaction Document or any Purchased Loan Document to which such Person is a party, other than as specifically otherwise referred to in this definition of “Event of
Default” (including, without limitation, the failure by Seller to deliver any report required pursuant to Section 12(i)), and such breach or failure to perform is not remedied within fifteen (15) Business Days after written notice
thereof to Seller from the applicable party or its successors or assigns; (each of (i) through (xv), an “Event of Default”). 



  
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 (b) If an Event of Default shall occur and be continuing, the following rights and remedies
shall be available to Buyer: 
  

	 	(i)	 At the option of Buyer, exercised by written notice to Seller (which option shall be deemed to have been
exercised, even if no notice is given, immediately upon the occurrence of an Act of Insolvency), 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 Section 14(b)(i) of this
Agreement: 


  

	 	(A)	 Seller’s obligations hereunder to repurchase all Purchased Loans 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 (or, in the case of a Transaction relating to a Foreign Purchased Loan (AU), a 365 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
outstanding Purchase Price for such Transaction (decreased by (I) any amounts actually remitted to Buyer by the Depository or Seller from time to time pursuant to Sections 4 or 5 of this Agreement and applied to such Repurchase Price, and
(II) any amounts applied to the Repurchase Price pursuant to Section 14(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 Loans. 


  

	 	(iii)	 Upon the occurrence and during the continuance of an Event of Default with respect to Seller, Buyer may
(A) immediately sell, at a public or private sale in a commercially reasonable manner in accordance with Requirements of Law, and with prior written notice to Seller, at such price or prices as Buyer may reasonably deem satisfactory any or all
of the Purchased Loans or (B) in its sole discretion elect, in lieu of selling all or a 



  
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portion of such Purchased Loans, to give Seller credit for such Purchased Loans in an amount equal to the market value of such Purchased Loans as determined by Buyer in its sole discretion
against the aggregate unpaid Repurchase Price for such Purchased Loans and any other amounts owing by Seller under the Transaction Documents. The proceeds of any disposition of Purchased Loans effected pursuant to this Section 14(b)(iii) shall
be applied in accordance with Section 5(g). 

  

	 	(iv)	 The parties recognize that it may not be possible to purchase or sell all of the Purchased Loans on a
particular Business Day, or in a transaction with the same purchaser, or in the same manner because the market for such Purchased Loans may not be liquid. In view of the nature of the Purchased Loans, the parties agree that liquidation of a
Transaction or the Purchased Loans 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
in accordance with Requirements of Law, the time and manner of liquidating any Purchased Loans, and nothing contained herein shall (A) obligate Buyer to liquidate any Purchased Loans on the occurrence and during the continuance of an Event of
Default or to liquidate all of the Purchased Loans in the same manner or on the same Business Day or (B) constitute a waiver of any right or remedy of Buyer. 



 

	 	(v)	 Seller shall be liable to Buyer for (A) the amount of all actual out-of-pocket 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, (B) all actual costs
incurred in connection with the termination of Hedging Transactions, and (C) any other actual out-of-pocket loss, damage, cost or expense directly arising or
resulting from the occurrence and continuance of an Event of Default with respect to Seller. 


  

	 	(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, provincial, territorial, foreign, and local laws (including, without limitation, if the Transactions are recharacterized as secured financings, the rights and remedies of a secured party under the UCC
of the State of New York or, with respect to any Foreign Purchased Loan, the equivalent Requirement of Law in the relevant non-U.S. jurisdiction, to the extent that the UCC or such other Requirement of Law is
applicable, and the right to offset any mutual debt and claim and the right to appropriate the Purchased Loans in accordance with this Section 12(b)(vi)), in equity, and under any other agreement between Buyer and Seller. In relation to Foreign
Purchased Loans (AU) or Foreign Purchased Loans (CAD), the Buyer shall also have the right to appoint any person or persons to be a receiver and manager of the Collateral and, without the need for any consent from Seller or any other Person but
subject to the 



  
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same restrictions and limitations imposed on Buyer as set forth in the Transaction Documents, each receiver will have the power to do all things the law allows an owner of any interest in the
Collateral to do. Without limiting the generality of the foregoing, Buyer shall be entitled to set off the proceeds of the liquidation of the Purchased Loans against all of Seller’s obligations to Buyer pursuant to this Agreement,
whether or not such obligations are then due, without prejudice to Buyer’s right to recover any deficiency. The parties hereto agree that the method of valuation of Purchased Loans provided for in this Section 12(b)(vi) shall constitute a
commercially reasonable method of valuation for the purposes of the FCA Regulations. 

  

	 	(vii)	 Subject to the notice and grace periods set forth herein, Buyer may exercise any or all of the remedies
available to Buyer immediately upon the occurrence and continuance of an Event of Default (other than with respect to Buyer) and at any time during the continuance thereof. All rights and remedies arising under the Transaction Documents, as amended
from time to time, are cumulative and not exclusive of any other rights or remedies which 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 any defense Seller might otherwise have arising from the use of nonjudicial process, disposition of any
or all of the Purchased Loans, 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. 


  

	 	(ix)	 Upon the designation of any Accelerated Repurchase Date, Buyer may, without prior notice to Seller, set off any
sum or obligation (whether or not arising under this Agreement, whether matured or unmatured, whether or not contingent and irrespective of the currency, place of payment or booking office of the sum or obligation) owed by Seller to Buyer or any
Affiliate of Buyer against any sum or obligation (whether or not arising under this Agreement, whether matured or unmatured, whether or not contingent and irrespective of the currency, place of payment or booking office of the sum or obligation)
owed by Buyer or any Affiliate of Buyer to Seller. Buyer will give written notice to the other party of any set off effected under this Section 14(b)(ix). If a sum or obligation is unascertained, Buyer may in good faith estimate that obligation
and set-off in respect of the estimate, subject to the relevant party accounting to the other when the obligation is ascertained. Nothing in this Section 14(b)(ix) shall be effective to create a charge or
other security interest. This Section 14(b)(ix) shall be without prejudice and in addition to any right of set-off, combination of accounts, lien or other rights to which any party is at any time
otherwise entitled (whether by operation of law, contract or otherwise). 



  
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	 	(x)	 With respect to any Foreign Purchased Loan, Buyer may take any steps necessary to vest all or any of such
Foreign Purchased Loan in the name of Buyer (or its designee) including completing and submitting any Transfer Certificate to the relevant facility agent and making payment of any transfer fees. Seller hereby agrees that any such transfer fees paid
by Buyer will constitute “Indemnified Amounts” for the purposes of Section 27 of this Agreement. 


 15. SINGLE AGREEMENT

 Buyer and Seller acknowledge that, and have entered hereinto and will enter into each Transaction hereunder in consideration of and in
reliance upon the fact that, all Transactions hereunder constitute a single business and contractual relationship and have been made in consideration of each other. Accordingly, each of Buyer and Seller agrees (i) to perform all of its
obligations in respect of each Transaction hereunder, and that a default in the performance of any such obligations shall constitute a default by it in respect of all Transactions hereunder, (ii) that each of them shall be entitled to set off
claims and apply property held by them in respect of any Transaction against obligations owing to them in respect of any other Transactions hereunder and (iii) that payments, deliveries and other transfers made by either of them in respect of
any Transaction shall be deemed to have been made in consideration of payments, deliveries and other transfers in respect of any other Transactions hereunder, and the obligations to make any such payments, deliveries and other transfers may be
applied against each other and netted. 
 16. RECORDING OF COMMUNICATIONS 

EACH OF BUYER AND SELLER SHALL HAVE THE RIGHT (BUT NOT THE OBLIGATION) FROM TIME TO TIME TO MAKE OR CAUSE TO BE MADE TAPE RECORDINGS OF
COMMUNICATIONS BETWEEN ITS EMPLOYEES, IF ANY, AND THOSE OF THE OTHER PARTY WITH RESPECT TO TRANSACTIONS; 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. 
 17. NOTICES AND OTHER COMMUNICATIONS 

Unless otherwise provided in this Agreement, all notices, consents, approvals and requests required or permitted hereunder shall be given in
writing and shall be effective for all purposes if hand delivered or sent by (a) hand delivery, with proof of delivery, (b) certified or registered United States mail, postage prepaid, (c) expedited prepaid delivery service, either
commercial, United States Postal Service, Royal Mail, Australia Post or Canada Post, with proof of delivery, or (d) by email with proof of delivery 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 Section. A notice shall be deemed to have been given: (a) in the case of hand
delivery, at the 

  
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time of delivery, (b) in the case of registered or certified mail, when delivered or the first attempted delivery on a Business Day, (c) in the case of expedited prepaid delivery upon
the first attempted delivery on a Business Day, or (d) in the case of email, upon receipt of confirmation of transmission and delivery, respectively, provided that such notice sent by email was also delivered as required in this Section.
A party receiving a notice which does not comply with the technical requirements for notice under this Section may elect to waive any deficiencies and treat the notice as having been properly given. Notwithstanding the foregoing, in the event that
Seller directs Buyer to transfer funds pursuant to a Transaction or otherwise in accordance with Section 3 or 4 to an account or recipient other than Seller’s wiring instructions specified on Annex I, such direction shall be in writing
(including in a Confirmation) and signed by two (2) authorized officers of Seller. 
 18. ENTIRE AGREEMENT; SEVERABILITY 

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

19. NON-ASSIGNABILITY 

(a) The rights and obligations of Seller under the Transaction Documents and under any Transaction shall not be assigned by Seller without the
prior written consent of Buyer. 
 (b) Upon prior written notice to Seller, Buyer shall be entitled to assign an interest in its rights and
obligations under the Transaction Documents and/or under any Transaction to any other Person or issue one or more participation interests with respect to any or all of the Transactions and, in connection therewith, may bifurcate or allocate (i.e.
senior/subordinate) amounts due to Buyer; provided, however, in all such instances, so long as no Event of Default has occurred and is continuing, (i) Buyer may not assign an interest in its rights and obligations under the Transaction
Documents and/or under any Transaction or issue one or more participation interests with respect to any or all of the Transactions to any Prohibited Transferee, (ii) Buyer shall retain control and authority over its rights and obligations under
the Transaction Documents and/or under any Transaction, (iii) Seller shall not be obligated to deal directly or indirectly with any party other than Buyer, and (iv) Seller shall not be charged for, incur or be required to pay or reimburse
Buyer or any assignee, transferee, participant or other third party for any costs that would not have been incurred but for the assignment, participation, bifurcation or allocation by Buyer in accordance with this Section 19(b). In furtherance
of and without limitation to the foregoing, in no event shall Buyer confer on or grant any rights in any Person other than Buyer any right to determine the Market Value of any Purchased Loan, to declare a Margin Deficit, to determine whether a
Default or Event of Default has occurred or is continuing, to approve a Purchased Loan, to make available to Seller Margin Excess, or to enforce any provision of any Transaction Documents against Seller or Guarantor, it being understood and agreed
that nothing herein shall restrict or limit Buyer’s right to consult with and consider the views and opinions of any assignee, transferee or participant under this Agreement. 

  
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 (c) Buyer, acting solely for this purpose as a
non-fiduciary agent of Seller, shall maintain a register for the recordation of each assignment pursuant to Section 19(b) above and the name and address of any assignee, and the Repurchase Price and Price
Differential owing to such assignee (the “Register”). The entries in the Register shall be conclusive absent manifest error. Buyer and Seller shall treat each Person whose name is recorded in the Register pursuant to the terms
hereof as the owner of the applicable rights and obligations and no transfer or assignment shall be effective unless duly noted in the Register. The Register shall be available for inspection by Seller at any reasonable time and from time to time
upon reasonable request. 
 (d) Buyer and each assignee, if any that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of Seller, maintain a register on which it records such sale, the name and address of the applicable participant and, with respect to each such participant, the participated Repurchase Price and
Price Differential (the “Participant Register”). Neither Buyer nor any such assignee shall have any obligation to disclose the identity of any participant or any information relating to a participant’s interest in any
obligations under any Transaction Document to any Person except (i) to the extent that the Internal Revenue Service requests such disclosure (from Seller, Guarantor, Buyer, such assignee or otherwise) or such disclosure is otherwise reasonably
determined to be required to establish that such obligation is in registered form under Section 5f.103-1I of the United States Treasury Regulations (the “Treasury Regulations”), and
(ii) the portion of the Participant Register relating to any such participant requesting (directly or through Buyer or an assignee) payment from Seller under the Transaction Documents shall be made available to Seller upon reasonable request.
The entries in the Participant Register shall be conclusive absent manifest error. The applicable Buyer shall treat each Person whose name is recorded in the Participant Register as the owner of the applicable participation for all purposes of this
Agreement and no sale of a participation shall be effective unless duly noted in the Participant Register. 
 (e) Subject to the foregoing,
the Transaction Documents and any Transactions shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. Nothing in the Transaction Documents, express or implied, shall give to any Person, other
than the parties to the Transaction Documents and their respective successors, any benefit or any legal or equitable right, power, remedy or claim under the Transaction Documents. 

20. GOVERNING LAW 
 This Agreement shall
be governed by the laws of the State of New York without giving effect to the conflict of law principles thereof. The parties hereto intend that the provisions of section 5-1401 of the New York General
Obligations Law shall apply to this Agreement. 
 21. NO WAIVERS, ETC. 

No express or implied waiver of any Event of Default by either party shall constitute a waiver of any other Event of Default and no exercise of
any remedy hereunder by any party shall constitute a waiver of its right to exercise any other remedy hereunder. No modification or waiver of any provision of this Agreement and no consent by any party to a departure herefrom shall be effective
unless and until such shall be in writing and duly executed by both of the parties hereto. Without limitation on any of the foregoing, the failure to give a notice pursuant to Section 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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 22. USE OF EMPLOYEE PLAN ASSETS 

(a) If assets of an employee benefit plan subject to any provision of the Employee Retirement Income Security Act of 1974
(“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, 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 Section, any such Transaction shall proceed only if Seller furnishes or has
furnished to Buyer its most recent available unaudited statement of its financial condition. 
 (c) By entering into a Transaction pursuant
to this Section, 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 which 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 a Seller in any outstanding Transaction involving a Plan Party. 

23. INTENT 
 (a) The parties recognize and
agree that: (i) each Transaction is a “repurchase agreement” as that term is defined in Section 101(47) of the Bankruptcy Code and a “securities contract” as that term is defined in Section 741(7) of the Bankruptcy
Code, (ii) payments under this Agreement are deemed “margin payments” or “settlement payments,” as defined in Section 741 of the Bankruptcy Code, and (iii) the grant of a security interest set forth in Sections 6
and 29(b) hereof and the Guaranty, each of which secures the rights of Buyer hereunder also constitutes a “repurchase agreement” as contemplated by Section 101(47)(A)(v) of the Bankruptcy Code and a “securities contract” as
contemplated by Section 741(7)(A)(xi) of the Bankruptcy Code. It is further understood that this Agreement constitutes a “master netting agreement” as defined in Section 101(38A) of the Bankruptcy Code, as amended, with respect
to the Transaction so constituting a “repurchase agreement” or “securities contract”. The parties intend and recognize that the arrangements under this Agreement are to constitute a “title transfer financial collateral
arrangement” or a “security financial collateral arrangement” for the purposes of the Financial Collateral Arrangements (No 2) Regulations 2003 (the “FCA Regulations”). 

(b) The parties recognize and agree that each of Buyer and Seller is a “repo participant” as that term is defined in
Section 101(46) of the Bankruptcy Code. 
 (c) The parties recognize and agree that each party (for so long as each is either a
“financial institution,” “financial participant,” repo participant, or “master netting participant” or other entity listed in Section 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


  
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agreement,” including (x) the rights set forth in Sections 3 and 14 and in Section 555, 559, and 561 of the Bankruptcy Code to liquidate the Purchased Loans and/or accelerate or
terminate this Agreement, and (y) the right to offset or net out termination payments, payment amounts or other transfer obligations and otherwise exercise contractual rights as set forth in Sections 362(b)(6), 362(b)(7), 362(b)(27), 362(o),
and 546 of the Bankruptcy Code. 
 (d) Each party hereto hereby further agrees that it shall not challenge the characterization of
(i) this Agreement 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, in the case of a “repurchase agreement”, the term of the Transactions, would render such definition inapplicable. 

(e) 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 Section 14 or 29 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. 
 (f) The parties agree and acknowledge
that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each of the Transactions hereunder is a “qualified financial
contract,” as that term is defined in FDIA and any rules, orders or policy statements thereunder (except insofar as the type of assets subject to the Transactions would render such definition inapplicable). 

(g) The parties agree and acknowledge 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 the Transactions 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). 

(h) In light of the intent set forth above in this Section 23, each Party agrees that, from time to time upon the written request of the
other Party (the “Requesting Party”), each Party will execute and deliver any supplements, modifications, addendums or other documents as may be necessary or desirable, in the Requesting Party’s good faith discretion, in order
to cause this Agreement and the Transactions contemplated hereby to qualify for, comply with the provisions of, or otherwise satisfy, maintain or preserve the criteria for safe harbor treatment under the Bankruptcy Code for “repurchase
agreements”, “securities contracts” and “master netting agreements”; provided, however, that either Party’s failure to request, or either Party’s failure to execute, such supplements, modifications, addendums or
other documents does not in any way alter or otherwise change the intention of the parties hereto that this Agreement and the Transactions hereunder constitute “repurchase agreements”, “securities contracts” and/or a “master
netting agreement” as such terms are defined in the Bankruptcy Code. 

  
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 (i) Notwithstanding anything to the contrary in this Agreement, it is the intention of the
parties that, for U.S. Federal, state and local income and franchise tax purposes, the Transactions constitute a loan from Buyer to Seller, and that Seller is and, so long as no Event of Default shall have occurred and be continuing, will continue
to be, treated as the owner of the Purchased Loans for such purposes. Unless prohibited by applicable law, Seller and Buyer (and its assignees and participants, if any) shall treat the Transactions as described in the preceding sentence for all U.S.
Federal, state and local income and franchise tax purposes (including, without limitations, on any and all filings with any U.S. Federal, state or local taxing authority). 

24. DISCLOSURE RELATING TO CERTAIN FEDERAL PROTECTIONS 

The parties acknowledge that they have been advised that: 

(a) in the case of Transactions in which one of the parties is a broker or dealer registered with the Securities and Exchange Commission
(“SEC”) under Section 15 of the Securities Exchange Act of 1934 (“1934 Act”), the Securities Investor Protection Corporation has taken the position that the provisions of the Securities Investor Protection Act
of 1970 (“SIPA”) do not protect the other party with respect to any Transaction hereunder; 
 (b) in the case of
Transactions in which one of the parties is a government securities broker or a government securities dealer registered with the SEC under Section 15C of the 1934 Act, SIPA will not provide protection to the other party with respect to any
Transaction hereunder; 
 (c) in the case of Transactions in which one of the parties is a financial institution, funds held by the financial
institution pursuant to a Transaction hereunder are not a deposit and therefore are not insured by the Federal Deposit Insurance Corporation or the National Credit Union Share Insurance Fund, as applicable; and 

(d) in the case of Transactions that may be a financial service in Australia, Citibank, N.A. relies upon various exemptions from the need to
hold an Australian Financial Services Licence (“AFSL”) including the exemption in ASIC Class Order CO 03/1101. Citibank, N.A. is incorporated in the United States of America and its principal regulators are the US Office of the
Comptroller of Currency and Federal Reserve under US laws, which differ from Australian laws. It does not hold an AFSL under the Corporations Act 2001 (Cth) as it enjoys the benefit of an exemption under ASIC Class Order CO 03/1101; and 

(e) in the case of Transactions in Canada, the Buyer may be subject to Canadian Anti-Money Laundering & Anti-Terrorism Legislation and
“know your customer” rules and regulations, and they hereby notify all parties that in order to comply with such legislation, rules and regulations, they may be, among other things, required to obtain, verify and record information
pertaining to the parties, which information may relate to, among other things, the names, addresses, corporate directors, corporate registration numbers, corporate tax numbers, corporate shareholders and banking transactions of the parties. The
Seller hereby agrees to take such actions and to provide, upon request, such information and access to information regarding the Seller that is required to enable the Buyer to comply with such Canadian Anti-Money Laundering & Anti-Terrorism
Legislation and “know your customer” rules and regulations. 

  
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 25. CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL 

(a) Each party irrevocably and unconditionally (i) submits to the exclusive jurisdiction of any United States Federal or New York State
court sitting in Manhattan, and any appellate court from any such court, solely for the purpose of any suit, action or proceeding brought to enforce its obligations under this Agreement or relating in any way to this Agreement or any Transaction
under this Agreement and (ii) waives, to the fullest extent it may effectively do so, any defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and any right of jurisdiction on account of its place
of residence or domicile. 
 (b) To the extent that either party has or hereafter may acquire any immunity (sovereign or otherwise) from any
legal action, suit or proceeding, from jurisdiction of any court or from set off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) with
respect to itself or any of its property, such party hereby irrevocably waives and agrees not to plead or claim such immunity in respect of any action brought to enforce its obligations under this Agreement or relating in any way to this Agreement
or any Transaction under this Agreement. 
 (c) The parties hereby irrevocably waive, to the fullest extent it 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
Section 25 shall affect the right of Buyer or Seller to serve legal process in any other manner permitted by law or affect the right of Buyer or Seller to bring any action or proceeding against the other party or its property in the courts of
other jurisdictions. 
 (d) EACH OF THE PARTIES 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. 

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

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

  
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 (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 underlying 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, guaranty or representation whatsoever as to the merits (either legal,
regulatory, tax, business, investment, financial accounting or otherwise) of the Transaction Documents or any Transaction thereunder. 
 27. INDEMNITY

 Seller hereby agrees to indemnify Buyer 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 reasonable attorneys’ fees and disbursements of outside counsel) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) which may at any time (including, without limitation, such time as
this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, this Agreement or
any Transactions thereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for Indemnified Amounts resulting from the gross
negligence or willful misconduct of any Indemnified Party. 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 Loans 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 gross negligence or willful misconduct. In any suit, proceeding or action brought by Buyer in connection with any Purchased Loan for any sum owing thereunder, or to enforce any provisions of
any Purchased Loan, Seller will save, indemnify and hold Buyer harmless from and against all actual out-of-pocket expense (including reasonable attorneys’ fees of
outside counsel), actual out-of-pocket 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. This Section 27 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. 

  
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 28. DUE DILIGENCE 

Seller acknowledges that, at reasonable times and upon reasonable notice to Seller, Buyer has the right to perform continuing due diligence
reviews with respect to the Purchased Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable prior written notice to Seller, Buyer or
its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Loan Files, Servicing Records and any and all documents, records, agreements, instruments or
information relating to such Purchased Loans in the possession or under the control of Seller, any other servicer or subservicer of Seller and/or the Custodian. Seller also shall make available to Buyer upon reasonable advance written notice a
knowledgeable financial or accounting officer for the purpose of answering financial or accounting questions respecting the Purchased Loan Files and the Purchased Loans. 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 Loans. Buyer may underwrite such Purchased Loans itself or engage a third party underwriter to perform such underwriting. Seller agrees to reasonably cooperate with Buyer and
any third party underwriter reasonably acceptable to Seller 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 Loans in the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse Buyer for any and all actual costs and expenses reasonably incurred by Buyer in connection with
Buyer’s activities pursuant to this Section 28 and for Buyer’s actual costs and out-of-pocket expenses incurred in connection with due diligence reviews
with respect to Eligible Loans which Seller proposes to make the subject of a Transaction under this Agreement. Notwithstanding the foregoing, (x) Seller’s obligation to reimburse Buyer for Buyer’s out-of-pocket costs and expenses (including legal expenses) incurred in connection with Eligible Loans which Seller proposes to make the subject of a Transaction shall not exceed (1) with respect to each
U.S. Purchased Loan, $15,000 with respect to any individual Eligible Loan without Seller’s prior consent and (2) with respect to each Foreign Purchased Loan, an amount to be agreed upon in writing by Seller and Buyer prior to the
commencement of due diligence, each acting reasonably and (y) so long as an Event of Default has not occurred and is not continuing, with respect to any due diligence Buyer proposes to perform with respect to any Purchased Loan after the
related Purchase Date which would create a reimbursement obligation on the part of Seller, Buyer shall provide to Seller prior written notice of such due diligence activities (including an estimate of the cost) and a reasonable opportunity for
Seller to demonstrate to Buyer that such due diligence need not be performed, provided the final determination to perform or not perform such due diligence shall be made by Buyer. 

  
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 29. SERVICING 

(a) Seller and Buyer agree that all Servicing Rights with respect to the Purchased Loans are being transferred hereunder to Buyer on the
applicable Purchase Date and such Servicing Rights shall be transferred by Buyer to Seller upon Seller’s payment of the Repurchase Price for such applicable Purchased Loan. Notwithstanding the purchase and sale of the Purchased Loans and
Servicing Rights hereby, Seller or, upon request by Seller, Servicer shall be granted a revocable license to exercise the Servicing Rights with respect to the Purchased Loans for the benefit of Buyer and, if Buyer shall exercise its rights to pledge
or hypothecate a Purchased Loan prior to the Repurchase Date pursuant to Section 8, Buyer’s assigns (which license shall be deemed automatically revoked upon the occurrence and during the continuance of an Event of Default);
provided, however, that the obligations of Seller or Servicer to service the Purchased Loans shall cease, at Seller’s option, upon the payment by Seller to Buyer of the Repurchase Price therefor. Seller shall cause Servicer to
service the Purchased Loans pursuant to the Servicing Agreement, in each case, in accordance with Accepted Servicing Practices. Seller shall obtain the written consent of Buyer prior to appointing any third party Servicer for a Purchased Loan or
entering into any Servicing Agreement with a Servicer (other than the initial Servicing Agreement with Midland Loan Services as initial Servicer). 

(b) Seller agrees that Buyer is the owner of all servicing records, 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 Loans (collectively, the “Servicing
Records”) so long as the Purchased Loans are subject to this Agreement. Seller grants Buyer a security interest in all servicing fees and rights relating to the Purchased Loans and all Servicing Records to secure the obligation of Seller or
Servicer to service in conformity with this Section and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records which are in Seller’s possession 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 Loans on a servicing released basis or (ii) terminate any Seller or Servicer of the Purchased Loans with or without cause, in each case without payment of any termination fee to
the extent provided in the Servicing Agreement. 
 (d) Seller shall not employ or permit Servicer to employ
sub-servicers to service the Purchased Loans without (x) in the case of U.S. Purchased Loans only, the prior written approval of Buyer in its sole discretion, except to the extent permitted in the
applicable Servicing Agreement so long as, such employment of a sub-servicer constitutes a delegation of duties by Servicer which does not relieve Servicer of its primary obligation to perform such duties or
(y) in the case of Foreign Purchased Loans, prior to consummating any such appointment, a consultation with Buyer. 
 (e) The payment of
servicing fees under any Servicing Agreement shall be solely the obligation of Seller. 

  
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 (f) With respect to each CLO Participation A-1
issued pursuant to a CLO Participation Agreement, in the event of any inconsistency between the provisions of this Section 29 and of each CLO Participation Agreement and the CLO Servicing Agreement, the terms of such CLO Participation Agreement
and the CLO Servicing Agreement shall control with respect to such CLO Participation A-1 only. 
 30.
MISCELLANEOUS 
 (a) All rights, remedies and powers of Buyer hereunder and in connection herewith are irrevocable and cumulative, and
not alternative or exclusive, and shall be in addition to all other rights, remedies and powers of Buyer whether under law, equity or agreement. In addition to the rights and remedies granted to it in this Agreement, to the extent this Agreement is
determined to create a security interest, Buyer shall have all rights and remedies of a secured party under the UCC or, with respect to Foreign Purchased Loans, the equivalent Requirements of Law in the relevant
non-U.S. jurisdiction. 
 (b) The Transaction Documents may be executed in counterparts, each of
which so executed shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument. Signatures delivered by email (in PDF format) shall be considered binding with the same force and effect as
original signatures. 
 (c) The headings in the Transaction Documents are for convenience of reference only and shall not affect the
interpretation or construction of the Transaction Documents. 
 (d) Without limiting the rights and remedies of Buyer under the Transaction
Documents, Seller shall pay Buyer’s reasonable actual out-of-pocket costs and expenses, including reasonable fees and expenses of outside 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. Seller agrees to pay Buyer promptly 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 Loans, or any
actual or attempted sale, or any exchange, enforcement, collection, compromise or settlement in respect of any of the Collateral and for the custody, care or preservation of the Collateral (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 promptly all reasonable actual out-of-pocket costs and
expenses (including reasonable expenses for legal services of outside counsel) reasonably incurred in connection with the maintenance of each Cash Management Account and registering the Collateral in the name of Buyer or its nominee. All such
expenses shall be recourse obligations of Seller to Buyer under this Agreement. 
 (e) 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. 

  
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 (f) 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. 

(g) 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. 

(h) Should any provision of this Agreement require judicial interpretation, it is agreed that a court interpreting or construing the same shall
not apply a presumption that the terms hereof shall be more strictly construed against any Person by reason of the rule of construction that a document is to be construed more strictly against the Person who itself or through its agent prepared the
same, it being agreed that all parties have participated in the preparation of this Agreement. 
 (i) The parties recognize that each
Transaction is a “securities contract” as that term is defined in Section 741 of Title 11 of the United States Code, as amended. 

(j) The Transaction with respect to the Purchased Loan referred to as 190 Bowery shall remain as a Transaction for all purposes under the
Agreement, but shall not be counted towards the Facility Amount for purposes of determining availability with respect to proposed Purchased Loans or for purpose of Section 3(a)(i) of this Agreement. 

31. TAXES 
 (a) Any and all payments by or
on account of any obligation of Seller under any Transaction Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law requires the deduction or withholding of any Tax from any
such payment, then Seller shall make (or cause to be made) such deduction or withholding and shall timely pay (or cause to be timely paid) the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law
and, if such Tax is an Indemnified Tax, then the sum payable shall be increased by Seller as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under
this Section 31) Buyer receives an amount equal to the sum it would have received had no such deduction or withholding been made. 
 (b)
Seller shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law. 
 (c) Seller shall
indemnify Buyer, within ten (10) Business Days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 31) payable or
paid by Buyer or required to be withheld or deducted from a payment to Buyer, 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 setting forth in reasonable detail calculation of the amount of such payment or liability (together with a certified copy of the return reporting such payment, if applicable or other evidence of such payment
reasonably satisfactory to Seller) delivered to Seller by Buyer shall be conclusive absent manifest error. 

  
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 (d) Buyer shall deliver to Seller such documentation as prescribed by applicable law or as
reasonably requested by Seller as will enable Seller to determine whether or not payments hereunder or under any other Transaction Document to or for the benefit of Buyer (or any assignee or participant thereof) is subject to tax withholding, backup
withholding or information reporting requirements. Without limiting the generality of the foregoing, if Buyer (or an assignee or participant thereof) is entitled to an exemption from or reduction of withholding tax with respect to payments made
under any Transaction Document, Buyer shall deliver to Seller, at the time or times prescribed by applicable law and otherwise as reasonably requested by Seller, such properly completed and executed documentation as prescribed by applicable law or
as reasonably requested by Seller as will permit such payments to be made without withholding or at a reduced rate of withholding. Without limiting the generality of the foregoing: 

(i) On or prior to the date on which Buyer becomes a Buyer under this Agreement and prior to the entry in the Register of any assignment to a
U.S. Person (and from time to time thereafter as required by applicable law or upon the reasonable request of Seller) Buyer shall deliver to Seller two (2) executed originals of IRS Form W-9 (or successor
forms) certifying that Buyer (and/or such assignee) is exempt from U.S. federal backup withholding tax. 
 (ii) On or prior to entry in the
Register of an assignment to an assignee that is not a U.S. Person (and from time to time thereafter as required by applicable law or upon the reasonable request of Seller) Buyer shall deliver to Seller two (2) executed originals of IRS Forms W-8ECI, W-8BEN, W-8BEN-E, W-8IMY (or any successor
forms thereof, as applicable) or other applicable form, certificate or document prescribed by the United States Internal Revenue Service certifying as to such person’s entitlement to exemption from, or reduction in the rate of, withholding
Taxes. 
 (e) If a payment made to Buyer (or any assignee or participant thereof) under any Transaction Document would be subject to U.S.
federal withholding Tax imposed by FATCA if such person were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such person 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 such person has complied with its obligations under FATCA or to determine the amount to deduct and withhold
from such payment. Solely for purposes of this clause (c), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. 

(f) Buyer may not effect an assignment (and may not reflect such assignment in the Register) to an assignee that is not a U.S. Person, unless
such assignee delivers a valid U.S. branch withholding certificate on IRS Form W-8IMY (or any successor thereto) evidencing its agreement with Buyer and Seller to be treated as a U.S. Person for U.S. federal
withholding purposes. 

  
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 (g) Buyer (and each applicable assignee and participant) agrees that if any form or
certification it previously delivered (on behalf of itself or any assignee or any participant thereof) expires or becomes obsolete or inaccurate in any respect, it shall update (in the case of an assignee or participant, by obtaining such updated
form for such person) such form or certification or promptly notify Seller in writing of its legal inability to do so. 
 (h) 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 Section 31 (including by the payment of additional amounts pursuant to this
Section 31), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 31 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 Section 31(h) (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 Section 31(h), in no event will the indemnified party be required
to pay any amount to an indemnifying party pursuant to this Section 31(h) 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 Section 31(h) 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. 
 (i) Buyer on the one hand,
and each of Parlex 2 UK, Parlex 2 EUR, Parlex 2 AU and Parlex 2 CAD (as relevant) on the other hand, each confirm that it will take all steps (including without limitation the completion of procedural formalities) reasonably required by the other
such that payments by the obligors in respect of the Foreign Purchased Loans can be made without deduction or withholding for or on account of tax so far as legally permissible. 

(j) Buyer (and each of its designees) and Parlex 2 UK each confirm that it is entitled to full exemption from tax imposed by the United Kingdom
on interest under the terms of the double taxation agreement between the United Kingdom and the United States of America. Buyer (and each of its designees) and Parlex 2 AU each confirm that it is entitled to full exemption from tax imposed by
Australia on interest under the terms of the Convention between the Government of Australia and the Government of the United States of America for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on
Income [1983] ATS 16 and Protocol [2003] ATS 14. 
 (k) Buyer agrees that, so long as no Event of Default has occurred and is continuing,
it will promptly notify Seller if Buyer (or its designee) assigns or otherwise transfers any interest in any Foreign Purchased Loan where it is aware that to do so could result in any increased deduction or withholding for or on account of tax from
amounts payable by the obligors in respect of such Foreign Purchased Loan. 

  
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 (l) Each party’s obligations under this Section 31 shall survive any assignment of
rights by, or the replacement of, Buyer, the termination of the Transactions and the repayment, satisfaction or discharge of all obligations under any Transaction Document. 

32. JOINT AND SEVERAL OBLIGATIONS 
 (a)
Each Seller hereby acknowledges and agrees that (i) each Seller shall be jointly and severally liable to Buyer to the maximum extent permitted by Requirement of Law for all Repurchase Obligations, (ii) the liability of each Seller with
respect to the Repurchase Obligations (A) shall be absolute and unconditional to the extent set forth in this Agreement and the other Transaction Documents and shall remain in full force and effect (or be reinstated) until all Repurchase
Obligations shall have been paid, performed and/or satisfied, as applicable, in full, and (B) until such payment, performance and/or satisfaction, as applicable, has occurred, shall not be discharged, affected, modified or impaired on the
occurrence from time to time of any event, including any of the following, whether or not with notice to or the consent of each Seller, (1) the waiver, compromise, settlement, release, termination or amendment (including any extension or
postponement of the time for payment, performance, satisfaction, renewal or refinancing) of any of the Repurchase Obligations (other than a waiver, compromise, settlement, release or termination in full of the Repurchase Obligations), (2) the
failure to give notice to each Seller of the occurrence of an Event of Default, (3) the release, substitution or exchange by Buyer of any Purchased Loan (whether with or without consideration) or the acceptance by Buyer of any additional
collateral or the availability or claimed availability of any other collateral or source of repayment or any non-perfection or other impairment of collateral, (4) the release of any Person primarily or
secondarily liable for all or any part of the Repurchase Obligations, whether by Buyer or in connection with any Act of Insolvency affecting any Seller or any other Person who, or any of whose property, shall at the time in question be obligated in
respect of the Repurchase Obligations or any part thereof, or (5) to the extent permitted by Requirement of Law, any other event, occurrence, action or circumstance that would, in the absence of this Section 32, result in the release or
discharge of any or all Sellers from the performance or observance of any Repurchase Obligation, (iii) Buyer shall not be required first to initiate any suit or to exhaust its remedies against any Seller or any other Person to become liable, or
against any of the Purchased Loans, in order to enforce the Transaction Documents and each Seller expressly agrees that, notwithstanding the occurrence of any of the foregoing, each Seller shall be and remain directly and primarily liable for all
sums due under any of the Transaction Documents, (iv) when making any demand hereunder against any Seller, Buyer may, but shall be under no obligation to, make a similar demand on any other Seller, and any failure by Buyer to make any such
demand or to collect any payments from any other Seller, or any release of any such other Seller shall not relieve any Seller in a respect of which a demand or collection is not made or Sellers not so released of their obligations or liabilities
hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of Buyer against Sellers, and (v) on disposition by Buyer of any property encumbered by any Purchased Loans, each Seller shall be and
shall remain jointly and severally liable for any deficiency to the extent set forth in this Agreement and the other Transaction Documents. 

(b) Buyer hereby acknowledges and agrees that the provisions of this Section 32 and the obligation of each Seller to be jointly and
severally liable for the Repurchase Obligations do not and shall not violate any of the provisions of Section 13 of this Agreement or otherwise cause any Seller to no longer be a Special Purpose Entity. 

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

			
	BUYER:
	
	CITIBANK, N.A.
		
	By:	 	 /s/ Richard B. Schlenger

	Name:	 	Richard B. Schlenger
	Title:	 	Authorized Signatory


 [SIGNATURES CONTINUE ON NEXT PAGE] 

Signature Page to Fourth Amended and Restated Master Repurchase Agreement 












 
			
	SELLER:
	
	PARLEX 2 FINANCE, LLC,
	a Delaware limited liability company
		
	By:	 	 /s/ Douglas N. Armer

	Name	 	Douglas N. Armer:
	Title:	 	Managing Director, Head of Capital Markets and Treasurer
	
	PARLEX 2A FINCO, LLC,
	a Delaware limited liability company
		
	By:	 	 /s/ Douglas N. Armer

	Name	 	Douglas N. Armer:
	Title:	 	Managing Director, Head of Capital Markets and Treasurer
	
	PARLEX 2 UK FINCO, LLC,
	a Delaware limited liability company
		
	By:	 	 /s/ Douglas N. Armer

	Name	 	Douglas N. Armer:
	Title:	 	Managing Director, Head of Capital Markets and Treasurer
	
	PARLEX 2 EUR FINCO, LLC,
	a Delaware limited liability company
		
	By:	 	 /s/ Douglas N. Armer

	Name	 	Douglas N. Armer:
	Title:	 	Managing Director, Head of Capital Markets and Treasurer
	
	PARLEX 2 AU FINCO, LLC,
	a Delaware limited liability company
		
	By:	 	 /s/ Douglas N. Armer

	Name	 	Douglas N. Armer:
	Title:	 	Managing Director, Head of Capital Markets and Treasurer


 [SIGNATURES CONTINUE ON NEXT PAGE] 












 
			
	 PARLEX 2 CAD FINCO, LLC,

	a Delaware limited liability company
		
	By:	 	 /s/ Douglas N. Armer

	Name	 	Douglas N. Armer:
	Title:	 	 Managing Director, Head of Capital Markets
 and
Treasurer