Execution

EXHIBIT
10.3

AMENDMENT NUMBER ONE 
to
the 
MASTER LOAN REPURCHASE AGREEMENT
Dated as of May 30, 2013 
among 
ZFC TRUST 
and 
CITIBANK,
N.A.

     This AMENDMENT NUMBER ONE (this “Amendment Number One”) is
made this 23rd day of May, 2014, between ZFC TRUST (“Seller”) and CITIBANK, N.A.
(“Buyer”), to the Master Repurchase Agreement, dated as of May 30, 2013, among
Seller and Buyer, as such agreement may be amended from time to time (the
“Agreement”). Capitalized terms used but not otherwise
defined herein shall have the meanings assigned to such terms in the
Agreement.

RECITALS

     WHEREAS, Seller and Buyer have agreed to
amend the Agreement as more specifically set forth herein; and

     WHEREAS, as of the date hereof, Seller
represents to Buyer that Seller is in full compliance with all of the terms and
conditions of the Agreement and each other Program Document and no Default or
Event of Default has occurred and is continuing under the Agreement or any other
Program Document.

     NOW THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and
for the mutual covenants herein contained, the parties hereto hereby agree as
follows:

          SECTION
1. Amendments. Effective as
of May 23, 2014, the Agreement is hereby amended as follows:

         
(a) Section 2 of the Agreement is hereby amended by adding the definitions of
"Basel III", "Dodd-Frank Act" and "Official Body" in the appropriate
alphabetical order as follows:

     “Basel III” means “A Global Regulatory Framework for More Resilient Banks and
Banking Systems” developed by the Basel Committee on Banking Supervision (or any
successor or similar authority), initially published in December
2010.

     “Dodd-Frank Act” means the Dodd-Frank Wall Street Reform and
Consumer Protection Act of 2010, Pub. L. No. 111-203 and any successor
statute.

     “Official Body” means any central bank or any accounting board
or authority (whether or not part of a government) which is responsible for the
establishment or interpretation of national or international accounting
principles, in each case whether foreign or domestic.

         
(b) Section 2 of the Agreement is hereby amended by deleting the definition
of “Termination Date” in its entirety and replacing it with the
following:

“Termination
Date” shall mean May 22, 2015, or
such earlier date on which this Agreement shall terminate in accordance with the
provisions hereof or by operation of law.

Exh. 10.3-1







          (c) Section 3(j) of the Agreement is hereby amended by
deleting the penultimate paragraph in its entirety and replacing it with the
following: 

"If the Buyer shall have determined that either (i) the adoption of or
any change in any Requirement of Law (other than with respect to any amendment
made to the Buyer’s certificate of incorporation and by-laws or other
organizational or governing documents) regarding capital adequacy or in the
interpretation or application thereof or compliance by the Buyer or any
corporation controlling the Buyer with any request or directive regarding
capital adequacy (whether or not having the force of law) from any Governmental
Authority or Official Body made subsequent to the date hereof; or (ii)
compliance by Buyer or any corporation controlling Buyer with: (x) any directive
or request from any Governing Authority or Official Body (whether or not having
the force of law) imposed after the date hereof or (y) the requirements of,
whether such compliance is commenced prior to or after the date hereof, any of
(a) Basel III or (b) the Dodd-Frank Act, or any existing rules, regulations,
guidance, interpretations or directives from the United States bank regulatory
agencies relating to Basel III or the Dodd-Frank Act; shall have the effect of
reducing the rate of return on the Buyer’s or such corporation’s capital to a
level below that which the Buyer or such corporation (taking into consideration
the Buyer’s or such corporation’s policies with respect to capital adequacy) by
an amount deemed by the Buyer to be material to the extent Buyer or such
corporation determines such increase in capital to be attributable to the
existence of the obligations or agreements of Buyer hereunder, then from time to
time, Seller shall, upon notice from Buyer of such additional amounts, promptly
pay to the Buyer such additional amount or amounts as will thereafter compensate
the Buyer for such reduction that was incurred by Buyer within ninety (90) days
of Buyer’s notice thereof; provided, that any such determination under this
Section 3(j) shall be consistent with determinations made by Buyer in respect of
similar loan facilities." 

          SECTION
2. Fees and Expenses. Seller
agrees to pay to Buyer all reasonable out of pocket costs and expenses incurred
by Buyer in connection with this Amendment Number One (including all reasonable
fees and out of pocket costs and expenses of the Buyer’s legal counsel).


          SECTION
3. Representations. Each
Seller hereby represents to Buyer that as of the date hereof, Seller is in full
compliance with all of the terms and conditions of the Agreement and each other
Program Document and no Default or Event of Default has occurred and is
continuing under the Agreement or any other Program Document. 

          SECTION
4. Governing Law. THIS
AMENDMENT NUMBER ONE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE
LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE NEW YORK GENERAL
OBLIGATIONS LAW) AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE PARTIES
HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS WITHOUT REGARD TO
CONFLICT OF LAWS DOCTRINE APPLIED IN SUCH STATE. 

          SECTION
5. Counterparts. This
Amendment Number One may be executed by each of the parties hereto on any number
of separate counterparts, each of which shall be an original and all of which
taken together shall constitute one and the same instrument. 

Exh. 10.3-2 







          SECTION
6. Limited Effect. Except as
amended hereby, the Agreement shall continue in full force and effect in
accordance with its terms. Reference to this Amendment Number One need not be
made in the Agreement or any other instrument or document executed in connection
therewith, or in any certificate, letter or communication issued or made
pursuant to, or with respect to, the Agreement, any reference in any of such
items to the Agreement being sufficient to refer to the Agreement as amended
hereby. 

[Signature Page Follows]


Exh. 10.3-3 







     IN
WITNESS WHEREOF, Seller and Buyer have caused this Amendment Number One to be
executed and delivered by their duly authorized officers as of the day and year
first above written.


	ZFC
      TRUST
	(Seller)
	 
	 
	By: 	/s/ Michael F.
    Szymanski	 
	Name: Michael F. Szymanski
	Title: Authorized Signatory
	 
	 
	CITIBANK, N.A.
	(Buyer)
	 
	 
	By:	/s/ Susan Mills	 
	Name: Susan Mills
	Title: Vice President




Exh. 10.3-4