Loan Purchase and Sale Agreement



 Exhibit 10.13 
 LOAN PURCHASE AND SALE AGREEMENT 
 THIS LOAN PURCHASE AND SALE
AGREEMENT dated as of June 17, 2011 (“Effective Date”) is by and between JPMorgan Chase Bank, N.A., a national banking association having its principal office in Chicago, Illinois (“Seller”) and RRE Iroquois Holdings, LLC,
a Delaware limited liability company (“Buyer”). 
 WHEREAS, Seller is the owner of the Assets and wishes to
sell the Assets to Buyer, who wishes to purchase them in accordance with the terms and conditions set forth herein; 
 NOW,
THEREFORE, in consideration of the mutual promises herein set forth and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer agree as follows: 

1. Definitions; Interpretation. 
 Capitalized terms shall be defined as set forth in this Agreement or in any Exhibit or Schedule to this Agreement. The defined terms shall apply equally to both the singular and plural forms of the
defined terms. 
 “Affiliate” of any Person means any other Person directly or indirectly controlling,
controlled by or under common control with such Person. A Person shall be deemed to control another Person if the controlling Person owns 10% or more of any class of voting securities (or other ownership interests) of the controlled Person or
possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of the controlled Person, whether through ownership of stock, by contract or otherwise. 

“Agreement” means this Loan Purchase and Sale Agreement, including all Exhibits and Schedules, as the same may be
amended, modified or supplemented and in effect from time to time. 
 “Agreement Date” means the Effective Date.

 “Assets” means any and all of Seller’s right, title, and interest in, to and under the Loans and if
applicable, the following (excluding, however, the Reserved Indemnity Rights): (a) all amounts payable and all Obligations owed to Seller under the Loan Documents and all obligations owed to Seller in respect of the Loans or the Loan Documents;
(b) the Credit Documents; (c) all Judgments, if any; (d) the Proofs of Claim, if any; (e) all claims, suits, causes of action, and any other right of Seller, whether known or unknown, against Borrower or any Obligor that is based
upon, arises out of and is related to any of the foregoing; (f) all Collateral, proceeds of Collateral and security of any kind for or in respect of the foregoing; (g) all cash or other property received by Seller from any Borrower or
Obligor and applied or effected by or for the account of Seller, in each case in respect of the Loans to the extent that such receipt, application or effect shall have occurred on or after the Cut-Off Date; and (h) all Escrow Accounts.

 “Assumed Obligations” means Seller’s obligations and liabilities with respect to, or in connection
with, the Assets. 
 “Bankruptcy Code” means the Bankruptcy Reform Act of 1978, 11 U.S.C. Section 101 et.
seq., as amended. 
 “Borrower” means, with respect to any Loan, each Person that is a borrower, debtor or
primary obligor under the Loan Documents governing or evidencing such Loan. 

  
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 “Business Day” means any day other than a Saturday, Sunday or other day on
which commercial banks are authorized or required by law to be closed in Dallas, Texas. 
 “Closing” is defined
in Section 3.3. 
 “Closing Costs” is defined in Section 3.4. 

“Closing Date” means the date Seller receives the Purchase Price and Buyer has performed all of its obligations and
conditions to Closing but in any event not later than June 17, 2011. 
 “Code” means the Internal Revenue
Code of 1986, as amended, and the rules and regulations promulgated thereunder. 
 “Collateral” means any and
all property, whether real or personal, tangible or intangible, of whatever kind and wherever located, whether now owned or hereafter acquired or created, in or over which an Encumbrance has been, or is purported to have been, granted to or for the
benefit of Seller under the Credit Documents. 
 “Collections” means all payments and other distributions of
cash, notes or other property (including Collateral) received under or in respect of the Assets. 
 “Confidentiality
Agreement” means that certain confidentiality agreement between Buyer and Seller, as the same may be amended, modified or supplemented and in effect from time to time. 

“Credit Documents” means, in respect to any Loan, the Loan Documents, Original Transfer Agreements, as contained or
located on the electronic data site established by Seller in connection with the transactions contemplated hereunder or in the event that no such electronic data site is established by Seller then only such of the above-described documents which
have been made available by Seller to Buyer. 
 “Cut-Off Date” means May 19, 2011. 

“Deposit” means Zero Dollars ($0.00). 
 “Encumbrance” means any (a) mortgage, pledge, lien, security interest, or other encumbrance, security agreement, security arrangement or adverse claim against title of any kind, or
(b) agreement to create or effect any of the foregoing. 
 “ERISA” means the Employee Retirement Income
Security Act of 1974, as amended, and the rules and regulations promulgated under it. 
 “Escrow Account” means
an escrow account established and maintained by or on behalf of Seller holding funds tendered by a Borrower or Obligor for the payment of insurance premiums, taxes and other assessments. Escrow Account also means an account established and
maintained by or on behalf of Seller holding funds tendered by a Borrower or Obligor as a reserve for the Loan. 

“Excluded Documents” means those materials in respect of the Loans, the Borrowers or the Obligors which Seller, in its
sole discretion, has deemed inappropriate to release to Buyer, including, without limitation, (i) Seller’s internal credit approval memoranda, internally prepared environmental reports, approvals, internally


  
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prepared inspection reports, problem credit reports, suspicious activity reports, credit bureau reports, valuations, estimates, strategies, risk ratings, opinions and other internally prepared
reports regarding the Loans, the Collateral, the Borrowers or the Obligors, (ii) attorney-client privileged communications and work product, (iii) legal conclusions of non-lawyers or summaries prepared by non-lawyers relating to legal
conclusions reached or expressed by lawyers, (iv) information subject to a written confidentiality obligation or otherwise restricted by agreement or law from delivery, (v) appraisals of Collateral or the Loans, whether prepared by
Seller’s internal employees or prepared by a third party unless otherwise provided by Seller to Buyer, (vi) written correspondence, including letters and emails, (vii) communications with regulatory agencies (and employees) having
jurisdiction over Seller and its Affiliates, and (viii) force placed insurance policies. 
 “Excluded
Information” is defined in Section 8.1. 
 “Exhibit” means an exhibit to this Agreement, unless
another document is specifically referenced. 
 “Governmental Authority” means any foreign, Federal, state,
municipal or other governmental department, agency, institution, authority, regulatory body, court or tribunal, foreign or domestic, and includes arbitration bodies, whether governmental, private or otherwise. 

“Guaranty” means, with respect to any Loan, a guaranty or similar undertaking executed by any Person pursuant to which
such Person guarantees the payment and/or performance of, or otherwise becomes contingently liable upon, all or a part of the obligations or liabilities of the relevant Borrower in respect of such Loan or the Credit Documents related thereto.

 “Indemnified Amounts” is defined in Section 10.1. 

“Indemnified Party” is defined in Section 10.2. 

“Indemnifying Party” is defined in Section 10.2. 

“Judgment” means, in respect of any Loan or Credit Document, any judgment in favor of Seller and enforcing a Borrower or
Obligor’s obligation under or in respect of such Loan or Credit Document. 
 “Loan” means, individually,
any loan specified on Schedule 1 hereto; “Loans” means, collectively, the loans specified on Schedule 1 hereto. 
 “Loan Documents” means, in respect to any Loan, any loan agreement or credit agreement, Notes, Guaranties, environmental indemnities security agreements, pledge and reserve agreements,
financing statements, Mortgages, any separate assignments of leases and rents, if any, and acknowledgments of insurance requirements, or its equivalent, all as set forth on Schedule 3. 

“Mortgage(s)” means, in respect of any Loan, each mortgage, deed of trust or other similar instrument, if any, securing
such Loan or the applicable Note(s), including, without limitation, all modifications, extensions and amendments thereof. 

“Note(s)” means, in respect of any Loan, each promissory note or other instrument evidencing such Loan, including,
without limitation, all modifications, restructurings, extensions, consolidations and amendments thereof. 

  
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 “Obligor” means any Person other than Seller or a Borrower that is
obligated under a Credit Document. 
 “Operative Documents” means, collectively, this Agreement and the
Confidentiality Agreement. 
 “Original Transfer Agreement” means any sale, assignment or other transfer
agreement whereby Seller, as assignee, acquired its rights and interest in a Loan from a third party, as assignor. 

“Party” means Buyer or Seller, as applicable. 
 “Person” means any natural person, partnership, corporation, limited liability company, firm, joint venture, association, estate, trust, business trust, Governmental Authority or other
entity. 
 “Principal Balance” means, in respect of any Loan, the unpaid principal amount thereof as of the
Cut-Off Date. 
 “Proof of Claim” means, in respect of any Loan or Credit Document, any proof of claim filed by
Seller pursuant to the Bankruptcy Code prior to the Closing Date by or on behalf of Seller in connection with any Loan or Credit Document. 
 “Purchase Price” means an amount equal to (i) the product of (a) the Specified Percentage(s) (as set forth in Schedule 1) multiplied by (b) the aggregate Principal Balance
of the Loans, as set forth on Schedule 1, plus (ii) the amount of accrued and unpaid interest on the Loans through and including the Closing Date, plus (iii) any protective advances made by Seller, in its reasonable discretion after the
Cut-Off Date and on or before the Closing Date pursuant to Section 7.2. Notwithstanding the foregoing, if, as of the Cut-Off Date, any Loan is greater than forty-five (45) days past due as shown on Schedule 1, then the definition of
Purchase Price (as to that Loan only) shall not include any amounts as set forth in subsection (ii) above. The dollar amount of the Purchase Price of the Loans is set forth on Schedule 1. 

“Purchase Price Balance” means an amount equal to (i) the Purchase Price, minus (ii) the Deposit, 

“Reserved Indemnity Rights” means the right, title and interest of Seller in and to each and every indemnity of or in
favor of Seller under any Credit Document to the extent such indemnity vests or arises from events occurring prior to the Closing Date. 
 “Schedule” means a specific schedule to this Agreement, unless another document is specifically referenced. 
 “Section” means a numbered section of this Agreement, unless another document is specifically referenced. 
 “Securities Act” means the Securities Act of 1933, 15 U.S.C. §§ 77a et seq., as amended, and the rules and regulations promulgated thereunder. 

“Seller Indemnitees” is defined in Section 10.1. 

“Seller Marks” is defined in Section 12.3. 

“Seller Name” is defined in Section 12.3. 

  
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 “Seller Proprietary Property” is defined in Section 12.3. 

“Seller’s Closing Documents” means the Seller’s closing documents set forth in Section 7.4. 

“State” means Pennsylvania. 
 “Taxes” means any and all foreign, Federal, state, municipal or local net income, gross income, gross receipts, windfall profit, severance, property, production, sales, use, license,
excise, franchise, employment, payroll, withholding, alternative or add-on minimum, ad valorem, value added, transfer, stamp, or environmental tax, or any other tax, custom, duty, governmental fee or other like assessment or charge of any kind
whatsoever, together with any interest or penalty thereon, addition to tax or additional amount imposed by any Governmental Authority, but excluding taxes imposed on a Party’s overall net income, and franchise taxes imposed on it, by
(i) the jurisdiction under the laws of which such Party is incorporated or organized or (ii) the jurisdiction in which such Party’s principal executive office is located. 

“Third Party” means any attorney hired by Seller to pursue litigation against any Borrower or Obligor, including,
without limitation, an action to collect amounts owed to Seller under any Credit Document or to seek the foreclosure of any Collateral, or any third party collection agent, auctioneer, real estate broker, or similar party hired by Seller to
liquidate and collect the proceeds of any Collateral. 
 “Third Party Costs” means any fees, costs and expenses
incurred or arising in connection with services rendered by any Third Party with respect to the Assets. 
 “Wire
Transfer Instructions” means the wiring instructions set forth on Schedule 1. 
 2. Assignment
and Assumption. 
 In consideration of the mutual covenants and agreements in, and subject to the terms and conditions of,
this Agreement, effective on the Closing Date, (a) Seller sells, transfers, assigns, grants and conveys to Buyer on a servicing released basis and without recourse, representation or warranty (except as specifically set forth herein), the
Assets, and (b) Buyer acquires the Assets and assumes and agrees to perform and comply with the Assumed Obligations. This Agreement is intended to, and upon execution hereof and satisfaction or waiver of the conditions precedent set forth in
Section 4 shall, effect a true sale of the Assets. 
 3. Purchase Price; Closing; Distributions.

 3.1 Deposit 
 Upon execution of this Agreement by Buyer, Buyer shall deliver to Seller, in lawful currency of the United States and in immediately available funds, the Deposit. The Deposit shall be nonrefundable but
shall be applied toward the Purchase Price. 
 3.2 Payment of Purchase Price 

Buyer shall deliver to Seller at Closing, funds in an amount equal to the Purchase Price Balance and any other amounts payable by Buyer
under this Agreement. 

  
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 3.3 Closing; Closing Date 

The closing (the “Closing”) shall occur no later than the Closing Date. 

3.4 Closing Costs and Other Amounts 
 Buyer will pay all closing costs, including, without limitation, transfer, filing and recording fees, taxes, costs and expenses and all applicable mortgage recording taxes, documentary transfer and stamp
taxes and similar taxes, if any, title insurance premiums and the cost of recording and the other amounts set forth in Section 7.1 (the “Closing Costs”). Buyer shall also pay to Seller any protective advances made by Seller, in its
reasonable discretion after the Cut-Off Date and on or before the Closing Date pursuant to Section 7.2. In addition, Buyer will be responsible for obtaining, at Buyer’s expense, any endorsement to any title policies. 

3.5 Payment Method 
 All payments made by either Party hereunder shall be made in lawful currency of the United States and in immediately available funds, except as otherwise set forth in this Agreement, to such account as
the other Party shall designate by wire transfer (or such other method as shall be agreed to by the other Party). 
 3.6
Collections Subsequent to the Closing Date 
 All Collections in respect of the Assets received before the Cut-off Date
shall be for the account of Seller and all Collections in respect of the Assets received on or after the Cut-Off Date shall be for the account of Buyer, except that Collections received on or after the Cut-Off Date which are in connection with
(a) overpayments by Seller to third party vendors; and (b) refunds of monies advanced by Seller, including refunds for insurance premiums, shall be for the account of Seller. Seller shall have no duty or obligation to Buyer after the
Closing Date to collect or pursue collection of any amounts due and owing as of the Closing Date on any Loan. If at any time on or after the Closing Date, either Party (the “Receiving Party”) receives Collections to which the other
Party is entitled pursuant to the terms hereof, such Receiving Party shall (i) accept and hold such Collections for the account and sole benefit of the other Party, (ii) have no equitable or beneficial interest in such Collections, and
(iii) deliver the Collections (free of any withholding, setoff, recoupment, or deduction of any kind, except as required by law, within 30 Business Days after the date of receipt thereof by such Receiving Party to the other Party in the same
form received (to the extent practicable) and, when necessary or appropriate, with such Receiving Party’s endorsement (without recourse, representation, or warranty), except to the extent prohibited under any applicable law, rule, or order. If
any of the Collections received by such Receiving Party and transferred to the other Party pursuant to this Section 3.6 has been made to the other Party wrongfully or in error, is returned due to insufficient funds or is otherwise required to
be returned or disgorged by such Receiving Party, the other Party shall promptly return such Collections to such Receiving Party, together with all related interest and charges payable by such Receiving Party, and in the case of a court order in
connection with a bankruptcy or other proceeding, Buyer shall promptly pay directly to such court any amounts required to be disgorged and/or returned; however, in the event Seller pays such monies, Buyer shall promptly reimburse Seller for any such
payments. 
 4. Conditions Precedent; Termination. 

4.1 Conditions to Buyer’s Obligations 
 Buyer’s obligations to pay the Purchase Price to Seller, to acquire the Assets and to assume the Assumed Obligations shall be subject to the conditions that: (a) Seller’s representations
and warranties in this Agreement shall be true and correct on each of the Agreement Date and the Closing Date; (b) Seller shall have complied in 

  
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all material respects with all covenants required by this Agreement to be complied with by it on or before the Closing Date; (c) Buyer shall have received a counterpart of this Agreement
duly executed on behalf of Seller; and (d) there shall be no injunction, writ or order of any Governmental Authority restraining, enjoining or prohibiting the consummation of the transactions contemplated hereby. 

4.2 Conditions to Seller’s Obligations 
 Seller’s obligation to sell, transfer, assign, grant and convey the Assets to Buyer on the Closing Date shall be subject to the conditions that: (a) Buyer’s representations and warranties
in this Agreement shall be true and correct on each of the Agreement Date and the Closing Date; (b) Buyer shall have complied in all material respects with all covenants required by this Agreement to be complied with by it on or before the
Closing Date; (c) Seller shall have received a counterpart of this Agreement duly executed on behalf of Buyer; (d) Seller shall have received payment of the Purchase Price from Buyer; and (e) there shall be no injunction, writ or
order of any Governmental Authority restraining, enjoining or prohibiting the consummation of the transactions contemplated hereby. 
 4.3 Waiver of Conditions 
 If any of the conditions specified in
Section 4.1 have not been satisfied, Buyer may nevertheless at its election waive such conditions and proceed with the transactions contemplated hereby without prejudice to any other rights or remedies available to Buyer under this Agreement If
any of the conditions specified in Section 4.2 have not been satisfied, Seller may nevertheless at its election waive such conditions and proceed with the transactions contemplated hereby without prejudice to any other rights or remedies
available to Seller hereunder. Any such election to proceed shall be evidenced by a certificate executed on behalf of the electing Party. 
 4.4 Termination 
 Anything herein to the contrary notwithstanding, this
Agreement and the transactions contemplated hereby may be terminated at any time prior to the Closing Date: (i) by mutual written consent of Buyer and Seller; or (ii) by either Buyer or Seller if there shall exist any final non-appealable
order of any Governmental Authority restraining, enjoining or prohibiting the consummation of the transactions contemplated hereby. This Agreement shall terminate automatically if Buyer files a petition for bankruptcy, reorganization or other
similar arrangement under any state or federal statute, or makes an assignment for the benefit of creditors or takes advantage of any insolvency statute or similar statute, or if a receiver or trustee is appointed for the property and assets of
Buyer, or a bankruptcy proceeding is instituted against Buyer. 
 In the event of any such termination of this Agreement
(a) all further obligations of the Parties hereunder shall terminate without further liability of any Party to any other Party, (b) each Party will pay all of its own costs and expenses incurred in connection with the negotiation,
preparation and performance on its part of this Agreement, including the fees, expenses and disbursements of counsel; provided, however, that termination of this Agreement pursuant to clause (ii) of this Section 4.4 shall be without
prejudice to the rights and remedies available to the Parties under applicable law (including the right to recover expenses, costs and other damages) as a result of any breach by either Party of its representations, warranties or obligations
hereunder, and (c) Seller shall be entitled to retain the Deposit (except, however, if this Agreement is terminated pursuant to Section 4.4(ii) above, then Seller shall return the Deposit to Buyer). If either Party (the “Defaulting
Party”) fails or refuses to consummate the purchase and sale of the Assets pursuant to this Agreement, or fails to 

  
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perform any of its other obligations hereunder, in each case on or prior to the Closing Date, then the other Party (the “Non-Defaulting Party”) shall have the right to terminate
this Agreement by giving written notice thereof to the Defaulting Party on or prior to the Closing Date, whereupon neither Party shall have any further rights or obligations hereunder; provided, however, (a) if Buyer is the Non-Defaulting
Party, Buyer’s actual damages shall be limited to the return of its Deposit plus Buyer’s reasonable, out of pocket legal expenses incurred by Buyer (“Costs”) in enforcing the terms of this Agreement, and in no event shall
Buyer be entitled to seek specific performance, (b) if Seller is the Non-Defaulting Party, Seller shall be entitled to retain the Deposit and obtain its Costs from Buyer, and (c) neither Party shall be entitled to seek consequential,
punitive or exemplary damages from the other Party. 
 5. Seller’s Representations and Warranties. 

Seller represents and warrants to Buyer as of each of the Agreement Date and the Closing Date that: 

5.1 Existence and Authorization 
 Seller (a) is duly organized and validly existing under the laws of its jurisdiction of organization or incorporation and (b) has full power and authority to execute, deliver and perform its
obligations under the Operative Documents to which it is a party. 
 5.2 Validity 

The Operative Documents to which Seller is a party (a) have been duly and validly authorized, executed and delivered by Seller and
(b) are the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement
of creditor’s rights generally and subject also to the availability of equitable remedies. All representations and warranties made by Seller in the Operative Documents shall remain true and correct. 

5.3 No Conflict 
 Seller’s execution, delivery and performance of the Operative Documents to which it is a party will not violate (a) any law, rule regulation order, writ, judgment, injunction, decree or award of
any Governmental Authority binding on Seller or (b) the provisions of any contract, agreement or other instrument to which Seller is party or to which Seller or its property is bound. No notice to, registration with, consent or approval of, or
any other action by, any relevant Governmental Authority or other Person is or will be required for Seller to execute, deliver and perform its obligations under the Operative Documents to which it is a party. 

5.4 No Litigation 
 No litigation, arbitration, investigation, proceeding or inquiry is pending or, to the best of its knowledge, threatened against Seller before any relevant Governmental Authority that will materially and
adversely affect any action taken or to be taken by Seller under the Operative Documents to which it is a party. 
 5.5 Title

 Seller is the sole legal and beneficial owner of the Loans. 

  
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 5.6 Principal Amounts 

The Principal Balance of each Loan as of date identified is accurately stated in Schedule 1 hereto, 

5.7 No Broker 
 No broker, finder or other Person acting under Seller’s authority is entitled to any broker’s commission or other fee in connection with the transactions contemplated by this Agreement for which
Buyer could be responsible. 
 5.8 No Modification 

Except as set forth in the Credit Documents, to Seller’s knowledge, there are no material modifications to the Loan Documents.

 6. Buyer’s Representations and Warranties 

Buyer represents and warrants to Seller as of each of the Agreement Date and the Closing Date that: 

6.1 Existence and Authorization 
 Buyer (a) is duly organized and validly existing under the laws of its jurisdiction of organization or incorporation, (b) is in good standing under such laws, and (c) has full power and
authority to execute, deliver and perform its obligations under the Operative Documents to which it is a party. 
 6.2
Validity 
 The Operative Documents to which Buyer is a party (a) have been duly and validly authorized, executed and
delivered by Buyer and (b) are the legal, valid and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency or similar laws
affecting the enforcement of creditors’ rights generally and subject also to the availability of equitable remedies. All representations and warranties made by Buyer in the Operative Documents shall remain true and correct. 

6.3 No Conflict 
 Buyer’s execution, delivery and performance of the Operative Documents to which it is a party will not violate (a) any of Buyer’s organizational documents, (b) any law, rule,
regulation order, writ, judgment, injunction, decree or award of any Governmental Authority binding on Buyer or (c) the provisions of any contract, agreement or other instrument to which Buyer is party or to which Buyer or its property is
bound. No notice to, registration with, consent or approval of, or any other action by, any relevant Governmental Authority or other Person is or will be required for Buyer to execute, deliver and perform its obligations under the Operative
Documents to which it is a party. 

  
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 6.4 No Litigation 

No litigation, arbitration, investigation, proceeding or inquiry is pending or, to the best of its knowledge, threatened against Buyer
before any relevant Governmental Authority that will materially and adversely affect any action taken or to be taken by Buyer under the Operative Documents to which it is a party. 

6.5 No Broker 
 No broker, finder, or other Person acting under Buyer’s authority is entitled to any broker’s commission or other fee in connection with the transactions contemplated by this Agreement for which
Seller could be responsible. 
 6.6 No Reliance 
 Buyer (a) is a sophisticated Person with respect to the purchase of the Assets and the assumption of the Assumed Obligations, (b) is able to bear the economic risk associated with the purchase
of the Assets and the assumption of the Assumed Obligations, (c) has adequate information concerning the business and financial condition of each Borrower and Obligor to make an informed decision regarding the purchase of the Assets and the
assumption of the Assumed Obligations, (d) has such knowledge and experience, and has made investments of a similar nature, so as to be aware of the risks and uncertainties inherent in the purchase of rights and assumption of liabilities of the
type contemplated in this Agreement, (e) has independently and without reliance upon Seller, and based on such information as Buyer has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that Buyer has
relied upon Seller’s express representations, warranties, covenants and indemnities in this Agreement, and (f) Buyer acknowledges that discussions and dialogue may be on-going with Borrowers and Obligors regarding the Loans. Except as
otherwise provided in this Agreement, Buyer has not relied and will not rely on Seller to furnish or make available any documents or other information regarding the credit, affairs, financial condition or business of or any other matter concerning
any Borrower or Obligor. Buyer acknowledges that Seller has not given Buyer any investment advice, credit information or opinion on whether the purchase of the Assets or the assumption of the Assumed Obligations is prudent. 

6.7 ERISA 
 The Buyer is not and shall not become an entity deemed to hold “plan assets” within the meaning of 29 C.F.R. § 2510.3-101 of an employee benefit plan (as defined in Section 3(3) of the
Employee Retirement Income Security Act of 1974, and any regulations issued pursuant thereto, as now or from time to time hereafter in effect (“ERISA”)) which is subject to Title I of ERISA or any plan (within the meaning of
Section 4975 of the Code), and neither the execution of this Agreement nor the making of the Loan gives rise to a prohibited transaction within the meaning of Section 406 of ERISA or Section 4975 of the Code. 

6.8 OFAC List/Litigation/Reg W 
 Neither the Buyer nor any of its Affiliates, nor any of its or its Affiliates’ respective officers, directors, agents, partners, members, controlling entities and employees: (i) is a country
individual or entity named on the Specifically Designated National and Blocked Persons (SDN) list issued by the Office of Foreign Asset Control of the Department of the Treasury of the United States of America; (ii) is a party to or is
otherwise involved in any present or threatened litigation or is aware of the Buyer’s, any of Buyer’s Affiliates or any of Buyer’s or its Affiliates’ respective officers’, directors’, agents’, partners’,
members’, controlling entities’ and employees’ involvement in any threatened litigation or other administration or adversarial proceedings affecting the Seller or any of its Affiliates; (iii) is a Borrower, an Obligor, principal
of any Borrower or any Obligor, or Affiliate of any Borrower or any Obligor, on any Loan; or (iv) is an “affiliate” of Seller, as defined in Regulation W, 12 C.F.R. Section 223.2. 

  
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 7. Covenants. 

Buyer and Seller each covenant and agree as follows: 
 7.1 Taxes and Fees; Tax Reporting 
 Each Party shall bear its own legal,
accounting and other costs, including any Taxes, if any, in each case which are imposed upon a Party attributable to the obligations of such Party under the terms of the Operative Documents and the organizational documents of such Party; provided,
however, that Buyer shall be liable for and shall pay when due (and shall indemnify and hold Seller harmless against) all Taxes and fees, real property and mortgage transfer taxes, real estate, title recording, filing fees and other amounts payable
in respect of transfer filings levied by any Governmental Authority or any other third party in connection with the transfers and/or recordings contemplated by this Agreement. With respect to all periods after the Closing Date, Buyer hereby agrees
to perform any and all obligations arising on and after the Closing Date with respect to Federal, state and local income tax reporting relating to or arising out of the Assets and Assumed Obligations, including obligations with respect to Internal
Revenue Code Form 1098 and back-up withholding. Seller shall be responsible for sending Internal Revenue Code Form 1098 to Borrowers or Obligors as may be required by law for the period prior to the Closing Date. 

7.2 Servicing 
 Prior to the Closing Date, (i) Seller shall administer and service the Loans in the ordinary course of its business, consistent with past practices; and Buyer shall be bound by the actions taken by
Seller including, without limitation, the right to make protective advances to the Loans as reasonably necessary to protect the Collateral and to recover such advances from amounts collected by Seller upon the Loans after the Cut-Off Date,
(ii) Buyer shall take no action to communicate with any Borrower, Obligor or any third party, including any third party that may have provided any information or appraisals to Seller, or enforce or otherwise service or manage any Loan; and
(iii) a list effective as of the Cut-Off Date of the Loans which are shown according to Seller’s records as having Seller’s force placed insurance is attached hereto as Schedule 2. Schedule 2 is provided without representation or
warranty as to the existence or lack of existence of Borrower placed insurance. Seller shall have the right, but not the obligation, to cease any further action with respect to any pending receivership, foreclosure or other litigation matters
concerning the Loans. Seller shall not be obligated to make a claim against any insurance policy in connection with the Loans or the Assets. On or after the Closing Date, to the extent any insurance proceeds funds are delivered to Buyer in
connection with the Loans or the Assets, Buyer will hold and administer such insurance proceeds in accordance with the Loan Documents. Further, on and after the Closing Date, Buyer shall administer and service, and Seller shall be released from any
further obligation to administer or service, the Loans. 
 7.3 Notices 

As soon as practicable after the Closing Date, (i) Seller shall provide a notice to each Borrower of Buyer’s purchase and
servicing of such Borrower’s Loan(s) and direct that payments made on such Loan(s) after the Closing Date be sent to Buyer at the address designated by Buyer, and (ii) Buyer shall, at its own expense, send to each Borrower a notification
of sale letter. 

  
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 7.4 Deliveries to Buyer 

7.4.1 Seller shall deliver the following to Buyer via overnight delivery within three (3) Business Days
following the Closing Date: 
 (a) Endorsement of Notes. Seller shall deliver to Buyer any original Notes,
if in Seller’s possession, endorsed to Buyer without recourse, representation or warranty in the form attached hereto as Exhibit “A”, or if original Note is unavailable, a lost note affidavit with a copy of such Note endorsed to Buyer
without recourse, representation or warranty. Notwithstanding the above, in the event any Loan involving a consolidation of promissory notes from prior lender(s), then in such case Seller shall only provide the original Note or a lost note affidavit
for the final and most recent Note which has been executed in connection with such Loan. 
 (b) Assignments of
Loan Documents. Seller shall deliver to Buyer Assignments of Loan Documents, substantially in the form of Exhibit “B” hereto, executed by Seller, to transfer any Loan Documents in favor of Seller. 

(c) Escrow Accounts. Seller shall deliver to Buyer the funds, if any, in any Escrow Accounts for the Loans.

 (d) Assignment of Mortgage. Seller shall deliver to Buyer an Assignment of Mortgage, substantially in
the form of Exhibit “C” hereto, executed by Seller, to assign the Mortgage. 
 (e) Title Policy.
Seller shall deliver to Buyer the original title policy relating to the Loan or if unavailable a copy of such title policy. 
 (f) Praecipe to Mark Judgment to Use of Buyer. Seller shall deliver to Buyer a Praecipe to Mark the Judgment to Buyer, substantially in the form of Exhibit “D” hereto, executed by Seller.

 7.4.2 Within three (3) Business Days following the Closing Date, Seller shall deliver to Buyer
originals of each of the Loan Documents to the extent Seller is in possession of such originals. From and after the delivery of the Loan Documents, Seller shall have no responsibility for such Loan Documents and all risk or damage with respect
thereto shall be borne by Buyer. 
 7.4.3 In addition, on the Closing Date, Seller shall deliver via PDF
copies of the executed Allonge, Assignment of Loan Documents and Assignment of Mortgage. 
 7.5 Credit Documents

 To the extent Seller has established an electronic data site in connection with the transactions contemplated hereunder
and provided the Closing occurred, from the Closing Date until the date ten (10) days after the Closing Date, Buyer shall have the right to download and print copies of the Credit Documents from such data site. The foregoing provision shall
only apply in the event that an electronic data site is established by Seller in connection with the transaction contemplated hereunder. 

  
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 7.6 Post-Closing Obligations of Buyer 

On and after the Closing Date, Buyer shall be solely responsible for the following: (a) compliance with all foreign, Federal, state,
municipal and local laws, rules or regulations governing the ownership, servicing and administration of the Loans and other Assets, including, without limiting the generality of the foregoing, all laws relating to unfair collection practices and the
Real Estate Settlement Procedures Act, 12 U.S.C. section 2601 et. seq. (“RESPA”); (b) recording or filing any mortgage assignments, assignments of beneficial interests in land trusts, UCC-3 financing statements or other documents
evidencing transfer of the Assets; (c) in accordance with the Bankruptcy Code, in respect of any pending bankruptcy case involving any Borrower or Obligor in respect of any Asset, (i) in the event Seller has not theretofore filed a Proof
of Claim, filing a Proof of Claim, and (ii) in the event Seller has filed a Proof of Claim, promptly filing or causing to be filed with the appropriate bankruptcy court evidence of the assignment and transfer of such Asset and promptly
preparing and providing to Seller affidavits and assignments of claims in form and substance satisfactory to Seller; and (d) having Buyer substituted as loss payee or additional insured, or obtaining additional or substitute coverage, for any
insurance in respect of the Assets for which Seller is listed as loss payee or additional insured and procuring forced placed insurance coverage for any of the Loans. All force placed insurance coverage of Seller shall terminate as of the Closing
Date and no rights related thereto are assigned to Buyer. 
 7.7 Additional Post-Closing Obligations of Buyer 

With respect to any Asset in respect of which foreclosure, receivership or other legal proceedings are pending, upon the Closing, Buyer,
at its sole cost and expense, shall promptly apply to the court in which a legal action is pending as instituted by Seller as plaintiff to foreclose or seek the appointment of a receiver or enforce other rights to change the plaintiff of record in
Seller’s lawsuit(s) against the applicable Borrower and or Obligor to Buyer, delete Seller as a party to such lawsuit(s), and substitute new legal counsel to represent Buyer in connection with such lawsuit(s) and assumes and agrees to make
payment of all obligations and costs and expenses related thereto. If Buyer does not take such actions within forty-five (45) days of the Closing Date, Seller may take any or all of such actions and charge the cost thereof to Buyer, including
but not limited to the right to discontinue, discharge and terminate any such foreclosure, receivership and/or legal proceedings. In no event shall Seller’s counsel be deemed to be counsel to Buyer with respect to any such matters. If the
foreclosure and/or receivership are still in existence as of the Closing, Buyer shall bear all costs and expenses of the foreclosure, receivership and the receiver that accrue on or after the Closing Date. Furthermore, upon the Closing, if a
nonjudicial foreclosure is pending, Buyer, at its sole and cost and expense shall substitute Buyer as the foreclosing party to the foreclosure and relieve and substitute to trustee to the foreclosure in the event Seller or an Affiliate or subsidiary
of Seller is the trustee. 
 7.8 Further Assurances 

Within sixty (60) days from the date of this Agreement, Seller agrees to execute such endorsements and assignments, in form and
substance satisfactory to Seller at Buyer’s sole expense, as Buyer may reasonably request, to carry out the terms of this Agreement and Buyer will cooperate with Seller in the event that Seller shall request any Borrower or Obligor to transfer
any lockbox to collateral account maintained with Seller to Buyer to another Person. 
 7.9 Reserved Indemnity Rights

 Buyer agrees that (i) Seller may demand that the relevant Borrower or Obligor pay to Seller any amount payable to
Seller under a Credit Document that is covered by the Reserved Indemnity Rights, and (ii) Seller may take such legal action as Seller reasonably deems appropriate to enforce the Reserved Indemnity Rights; provided, that Seller shall not have
the right to declare a default under any such Credit Document. 

  
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 8. Excluded Information; Release; Irrevocable Assumption 

8.1 Excluded Information 
 Buyer acknowledges that (a) Seller has provided Buyer the opportunity to review the Credit Documents (other than the Excluded Documents) in the possession of Seller and Buyer is assuming all risk
with respect to the accuracy or sufficiency of such documents and information, (b) Seller currently may have, and later may come into possession of, information or documents with respect to the Assets or any Borrower, Obligor or any of their
Affiliates that is not known to Buyer and that may be material, and if known to Buyer, could have an impact upon perceived, apparent or actual value of, the merits and risks with respect to, or the decision to acquire, the Assets or Assumed
Obligations (“Excluded Information”), (c) Buyer has determined to purchase the Assets and assume the Assumed Obligations notwithstanding its lack of knowledge of the Excluded Information, and (d) Seller shall have no
liability to Buyer, and Buyer waives and releases any claims that it might have against Seller or any Seller Indemnitee, whether under applicable securities laws or otherwise, with respect to the nondisclosure of the Excluded Information in
connection with the transactions contemplated hereby, provided, however, that the Excluded Information shall not and does not affect the truth or accuracy of Seller’s representations and warranties in this Agreement. Without limiting the
generality of the foregoing, Buyer acknowledges and understands that: 
 (i) Certain information in the Credit
Documents in respect of the Assets was obtained from outside sources in respect of which Seller has made no independent investigation or verification and makes no representation or warranty as to the content, accuracy or completeness thereof;

 (ii) the Credit Documents may contain summaries, analyses, reports, site assessments, valuations and
appraisals (collectively hereinafter, the “Reports”) prepared by or on behalf of the Seller with respect to the Assets, the Borrowers, the Obligors, the Collateral and related matters and Buyer shall have no right to rely on the
conclusions or other data set forth in the Reports and shall have no recourse against Seller or any third party that prepared any of the Reports on behalf of Seller in the event of any errors in or omissions from any such Reports or otherwise
concerning inaccuracies in the Reports or in the Credit Documents; and 
 (iii) the Assets are being sold
“AS IS, WHERE IS” and “WITH ALL FAULTS”, and except as expressly set forth herein, Seller does not and will not make any oral or written representations, warranties, promises or guarantees whatsoever, whether express or implied,
concerning or with regard to, and expressly disclaims any liability or obligation with respect to, concerning or relating to any aspect of the Assets, the Borrowers or the Obligors, including without limitation, any of the following: (A) the
validity, enforceability or collectability of any Loan, Credit Document, Judgment or Proof of Claim; (B) the value, marketability, condition, profitability of any Collateral or the amount necessary to rehabilitate any Collateral; (C) title
or ownership to or of any Collateral, or any portion or part thereof, or the validity, perfection or priority of any lien on the Collateral or any part thereof; (D) tax or accounting consequences or valuations, including, without limitation,
the tax status of any Loan; (E) compliance with any environmental protection, pollution or land use laws, including, but not limited to, those 

  
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pertaining to the use, handling, generating, treating, storing or disposing of any hazardous waste, hazardous substance, petroleum product, storage tank, or other container therefor, asbestos or
any other substance controlled or otherwise governed by applicable laws; (F) governmental laws, governmental approvals and any other restrictions applicable to any of the Assets, the Borrowers or the Obligors; (G) the financial condition
or creditworthiness of any Borrower or Obligor; (H) claims by any Borrower or Obligor against Seller under any Credit Document or otherwise, or claims by third parties against Seller or any Borrower or Obligor; (I) the compliance by Seller
or any predecessor to Seller with any and all applicable Federal, state, or local laws, and all rules, regulations or ordinances promulgated pursuant thereto, pertaining to or in any manner related to any of the Assets, the Borrowers or the
Obligors; (J) compliance of any of the Assets with any state or Federal usury laws or regulations applicable thereto. 

8.2 Release of Seller 
 Except as otherwise expressly provided herein, Buyer hereby releases and forever discharges Seller from any and all causes of action, claims, demands and remedies of whatsoever kind or nature that Buyer
now has, or may in the future have, against Seller in any manner on account of, arising out of or related to the Assets or the sale of the Assets pursuant to this Agreement, other than Seller’s breach of this Agreement. Without limiting the
generality of the foregoing, Buyer agrees to fully assume and release Seller from all environmental risks and liabilities associated with the Assets and Assumed Obligations. 
 8.3 Buyer’s Assumption Irrevocable 
 Buyer acknowledges that
(a) Seller’s sale of the Assets to Buyer, and Buyer’s assumption of the Assumed Obligations, are irrevocable, and (b) Buyer shall have no recourse to Seller except for Seller’s breaches of its representations, warranties or
covenants. 
 9. Litigation; Third Party Costs.  

9.1 Litigation 
 In the event that (i) prior to the Closing Date, any Asset is or becomes subject to any claim, action, lawsuit or other proceeding, administrative or otherwise, including, but not limited to, any
bankruptcy filed by or against a Borrower or Obligor (each, a “proceeding”), Buyer shall accept such Asset subject to such proceedings without any reduction or adjustment to the Purchase Price and (ii) on or after the Closing Date,
Seller is served with notice that any Loan is or becomes subject to any such proceeding, Buyer shall, if requested by Seller, assume the defense of such proceedings, through counsel selected by Buyer and reasonably acceptable to Seller, without any
reduction or adjustment to the Purchase Price or right to have Seller repurchase such Asset. In either such event, Buyer shall (i) provide the attorney representing Seller with the name of the attorney selected by Buyer to represent
Buyer’s interest in such proceeding and (ii) notify the clerk of the court, any trustee and all relevant counsel that ownership of the applicable Loan was transferred from Seller to Buyer. Within thirty Business Days after the later of the
Closing Date and the date on which Seller first notifies Buyer of such proceeding, Buyer shall have its attorney file appropriate pleadings with the court (i) substituting Buyer’s attorney for Seller’s attorney and (ii) removing
Seller as a party to such proceeding, substituting Buyer as the real party in interest and changing the caption thereof accordingly. Seller shall notify its attorney to cease participating in such proceeding on and after the Closing Date. Seller may
(but shall not be obligated to) proceed unilaterally to have such matter dismissed, either with or without prejudice, in the event 

  
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such substitution is not effected as prescribed by this Section 9.1. Buyer acknowledges that its failure to comply with the provisions of this Section 9.1 may affect Buyer’s rights
in any such proceeding, including, without limitation, any dismissal with prejudice or the running of any statute of limitations if any such proceeding is dismissed. Buyer shall reimburse and indemnify Seller for any costs, legal fees and damages
incurred by Seller in connection with any such proceeding after the Closing Date, including, without limitation, any judgment against Seller as alleged owner or assignee of such Loan, fees, costs and damages incurred by Seller in connection with
Buyer’s failure to comply with the requirements of this Section 9.1. In connection with defending any such proceeding, Buyer shall have the right to compromise and/or settle the same and to prosecute any available appeals or reviews of any
adverse judgment or ruling that may be entered therein; provided, however, that Buyer shall not enter into any settlement without Seller’s prior written consent, and, provided, further, that if counsel for Seller reasonably advises Seller that
there are issues which raise conflicts of interest between Buyer and Seller, Seller may retain counsel reasonably satisfactory to it after consultation with Buyer and Buyer shall pay the reasonable fees and expenses of such counsel. The Parties
shall cooperate with each other in respect of the investigation, defense and resolution of all such matters. 
 9.2 Identity
of Ownership of Assets 
 In no event shall Buyer prosecute any claims in the name of Seller, nor shall Buyer, intentionally
or unintentionally, through misrepresentation or nondisclosure, mislead or conceal the identity of its ownership of the Assets purchased pursuant to this Agreement. 
 9.3 Third Party Costs 
 Except as otherwise provided in Sections 7.7 and
9.1, all Third Party Costs incurred or arising during, or otherwise chargeable to, any period (a) prior to the Closing Date, shall be payable by Seller and (b) on and after the Closing Date, shall be payable by Buyer. 

10. Indemnification; Repurchase; Discretionary Exclusion. 

10.1 Buyer’s Indemnity 
 Buyer shall indemnify, defend, and hold Seller and its officers, directors, agents, controlling entities and employees (collectively, “Seller Indemnitees”) harmless from and against any
liability, claim, cost, loss, judgment, damage or expense (including reasonable attorneys’ fees and expenses) that Seller Indemnitees incur or suffer as a result of or arising out of (a) Buyer’s breach of any of Buyer’s
representations, warranties, covenants, or agreements in this Agreement or (b) the Assumed Obligations, other than Indemnified Amounts that are the result of or arise out of Seller’s gross negligence or willful misconduct (collectively
“Indemnified Amounts”). Without limiting the generality of the foregoing, Buyer agrees that Buyer’s indemnity relates to and includes all environmental risks and liabilities associated with the Assets and Assumed Obligations.

 10.2 Third Party Actions 
 If a third party commences any action or makes any demand against either Party for which such Party (“lndemnified Party”) is entitled to indemnification under this Agreement, such
Indemnified Party will promptly notify the other Party (“Indemnifying Party”) in writing of such action or demand; provided, however, that if the Indemnified Party assumes the defense of the action and fails to provide prompt
notice to the Indemnifying Party, such failure shall not limit in any way the Indemnifying Party’s obligation to indemnify the Indemnified Party except to the extent that such failure materially prejudices the Indemnifying Party’s ability
to defend the 

  
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action. The Indemnifying Party may, at its own expense and without limiting its obligation to indemnify the Indemnified Party, participate in the defense of such action with counsel reasonably
satisfactory to the Indemnified Party, or the Indemnifying Party may, at its own expense and without limiting its obligation to indemnify the Indemnified Party, assume the defense of such action with counsel reasonably acceptable to the Indemnified
Party. In any event, the Party that has assumed the defense of such action shall provide the other Party with copies of all notices, pleadings, and other papers filed or served in such action. Neither Party shall make any settlement or adjustment
without the other Party’s prior written consent, which consent (a) in the case of the Indemnifying Party, will not be unreasonably withheld if the settlement or adjustment involves only the payment of money damages by the Indemnifying
Party and (b) in the case of the Indemnified Party, may be withheld for any reason if the settlement or adjustment involves performance or admission by the Indemnified Party. 

10.3 [Intentionally Omitted] 
 11. Further Transfers. 
 11.1 Assignment by Buyer 
 Except for a transfer or assignment that occurs
after the Closing Date which shall not require the Seller’s consent, Buyer may not sell, assign, grant a participation in, or otherwise transfer its rights under this Agreement without Seller’s prior written consent which consent may be
unreasonably withheld or delayed in Seller’s sole discretion. 
 11.2 Assignment by Seller 

Seller may assign its rights under this Agreement without the prior written consent of Buyer; provided, however, that Seller may not
delegate its obligations under this Agreement to any Person other than an Affiliate of Seller without the prior written consent of Buyer, which consent may not be unreasonably withheld. 
 12. Miscellaneous. 

12.1 Amendments; Waivers; Exercise of Rights 
 No amendment of any provision of this Agreement shall be effective unless it is in writing and signed by the Parties and no waiver of any provision of this Agreement, nor consent to any departure by
either Party from it, shall be effective unless it is in writing and signed by the affected Party, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No failure on the part
of a Party to exercise, and no delay in exercising, any right under this Agreement shall operate as a waiver hereof by such Party, nor shall any single or partial exercise of any right under this Agreement preclude any other or further exercise
thereof or the exercise of any other right. The rights and remedies of each Party provided herein (a) are cumulative and are in addition to, and are not exclusive of, any rights or remedies provided by law (except as otherwise expressly set
forth in this Agreement) and (b) are not conditional or contingent on any attempt by such Party to exercise any of its rights under any other related document against the other Party or any other Person. 

  
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 12.2 Confidentiality 

Each Party agrees that, without the prior consent of the other Party, it shall not disclose the contents of this Agreement (including,
without limitation, the Purchase Price) to any Person, except that either Party may make any such disclosure (a) to its Affiliates and its Affiliates respective directors, officers, counsel, auditors and other professional advisors
(collectively, “representatives”), (b) as shall be required to implement or enforce this Agreement, (c) in any statement or testimony pursuant to a subpoena or order by any Governmental Authority or as otherwise may be required
by any law, rule or regulation, (d) upon the request or demand of any Governmental Authority having or asserting jurisdiction over it, or (e) if its attorneys advise it that it has a legal obligation to do so or that failure to do so may
result in it incurring a liability to any other Person. Buyer agrees to comply with the terms and requirements of the Credit Documents, applicable law regarding confidentiality and, to the extent not inconsistent with the terms hereof, the
Confidentiality Agreement. Each Party agrees that it will not issue any press release or make any public statement with respect to the transactions contemplated hereby without the prior written consent of the other Party (which consent shall not be
unreasonably withheld or delayed), except as may be required by law or regulation. Notwithstanding anything to the contrary set forth herein, each Party hereto (and each of its representatives) may disclose to any and all Persons, without limitation
of any kind, the U.S. federal income tax treatment and U.S. federal income tax structure of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are or have been provided to any Party
hereto relating to such tax treatment or tax structure, and it is hereby confirmed that each Party hereto has been authorized to make such disclosures since the commencement of discussions regarding the transactions contemplated hereby. 

12.3 Relationship Between Buyer and Seller 
 The relationship between Buyer and Seller shall be that of buyer and seller. Neither is a trustee or agent for the other, nor does either have fiduciary obligations to the other. This Agreement shall not
be construed to create a partnership or joint venture between the Parties. Buyer acknowledges and agrees that it is not acquiring any right or interest in or license to use the names “JPMorgan Chase Bank,”, “Chase” or
“JPMC” or any derivation of any of them (individually and collectively, the “Seller Name”), any logo, symbol, service mark, trademark, tradestyle, slogan or similar intellectual property of Seller or any of its Affiliates
(the “Seller Marks”) or any Seller proprietary information, marketing materials, software, documents, signage, customer lists or similar items used by Seller (the “Seller Proprietary Property”‘). Buyer shall not use
the Seller Name, Seller Marks or Seller Proprietary Property other than in connection with the Assets or Assumed Obligations and as may be reasonably necessary to facilitate the transfer of the Assets and Assumed Obligations from Seller to Buyer
pursuant to this Agreement. No activity conducted by Buyer after the Closing Date shall state or imply that Seller is in any way involved as a partner, joint venturer or otherwise in Buyer’s business. 

12.4 Survival; Successors and Assigns 
 All representations, warranties, covenants, indemnities and other provisions made by each Party shall be considered to have been relied upon by the other Party and shall survive the execution, delivery,
and performance of this Agreement and the other Operative Documents, provided that the representations and warranties set forth in Section 5 (other than Section 5.5) shall only survive for a period of 90 days after the Closing Date. This
Agreement shall inure to the benefit of, be binding upon and be enforceable by and against the Parties and their respective successors and permitted assigns. 

  
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 12.5 Limitation of Damages 

Neither Party shall be liable to the other Party for any consequential, special or punitive damages for any claims arising under this
Agreement. 
 12.6 Notices 
 All communications between the Parties or notices or other information sent under this Agreement shall be in writing, hand-delivered or sent by overnight courier, mailed by certified or registered mail or
sent by facsimile, addressed to the relevant Party at its address or facsimile number specified in the signature blocks to this Agreement or at such other address or facsimile number as such Party shall designate in writing. All such communications
and notices shall be effective upon receipt. 
 12.7 Entire Agreement 

This Agreement and the other Operative Documents constitute the entire agreement of the Parties with respect to the respective subject
matters thereof, and supersede all previous and contemporaneous negotiations, promises, covenants, agreements, understandings, and representations on such subjects, all of which have become merged and finally integrated into this Agreement and the
other Operative Documents, provided, however, that the Confidentiality Agreement shall, to the extent not inconsistent with the terms hereof, remain in full force and effect and binding on Buyer and Buyer hereby ratifies, approves and reaffirms its
obligations thereunder. 
 12.8 Counterparts 
 This Agreement may be executed in multiple counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Each fully executed counterpart of this
Agreement shall be deemed to be a duplicate original. 
 12.9 Severability 

The illegality, invalidity or unenforceability of any provision of this Agreement under the law of any jurisdiction shall not affect its
legality, validity or enforceability under the law of any other jurisdiction or the legality, validity or enforceability of any other provision of this Agreement. 
 12.10 Headings 
 Headings and captions are included solely for convenience
of reference and are not intended to affect the interpretation of any provision of this Agreement. 
 12.11 GOVERNING LAW

 THIS AGREEMENT, THE OTHER OPERATIVE DOCUMENTS, THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT OR ANY
OTHER OPERATIVE DOCUMENT, AND ANY CLAIM OR CONTROVERSY DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE OTHER OPERATIVE DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY),
INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, SHALL IN ALL RESPECTS BE GOVERNED BY AND INTERPRETED, CONSTRUED AND DETERMINED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE (WITHOUT REGARD TO ANY CONFLICTS OF LAW PROVISION THAT
WOULD REQUIRE THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION). 

  
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 12.12 WAIVER OF JURY TRIAL 

THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT THEY MAY HAVE
TO TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION, OR IN ANY LEGAL PROCEEDING, DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).

 12.13 Jurisdiction 
 The Parties irrevocably and unconditionally submit to and accept the exclusive jurisdiction of any United States federal or state court sitting in the State in any action, suit, or proceeding arising out
of or based upon this Agreement or any matter relating to it, and waive any objection that they may have to the laying of venue in any such court or that such court is an inconvenient forum or does not have personal jurisdiction over them.


  
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 IN WITNESS WHEREOF, Seller and Buyer have executed this Agreement by their duly authorized
officers as of the date first above written. 
  

					
	 SELLER
  

JPMORGAN CHASE BANK, N.A.

		
	By:	 	 /s/ Jake Bade

		 	Name:	 	Jake Bade
		 	Title:	 	Asset Manager III


  

			
	
		
	Address:	 	3929 W. John Carpenter Freeway
		 	Irving, TX 75063
	Telephone No.: 214-492-4842
	Facsimile No:   214-442-5162


  

			
	 BUYER
  

RRE IROQUOIS HOLDINGS, LLC,
 a Delaware limited
liability company

		
	By:	 	/s/ Alan Feldman
		 	Name: Alan Feldman
		 	Title: President


  

			
		
	Address:	 	 2005 Market Street 15th Floor

Philadelphia, PA 19103

	Telephone No. 215.546.5005
	Facsimile No:  215.761.0452



  
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 SCHEDULE 1 

  
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	  	 Schedule 1
 Settlement Statement
 Pool #625982481
	  	

 Closing Date: 

Cutoff Date:     6/19/2011 
  

																							
	 Loan #
	 	 Principal
Balance as
of
CUTOFF
DATE
	 	 Purchase
Price
Multiple
	 	 Purchase
Price
	 	 Paid To Date
	 	
Accrued
interest
through
CLOSING
DATE
	 	 Escrows
Held as of
CUTOFF
	 	 Misc. Fee
Receivable
as
of
CUTOFF
DATE
	 	
Suspense as of
CUTOFF
DATE
	 	 Collections
after
CUTOFF
DATE
	 	 Protective
Advances as
of
CUTOFF
DATE
	 	
Protective
Advances
after
CUTOFF
DATE

	 625982481
	 	$13,786,340.68	 	87.04 %	 	$12,000,000.00	 	9/1/2010	 	N/A	 	$0.00	 	$34,515.00	 	$0.00	 	$0.00	 	$0.00	 	$0.00
	 Total
	 	$13,786,340.68	 		 	$12,000,000.00	 		 	$0.00	 	$0.00	 	$34,515.00	 	$0.00	 	$0.00	 	$0.00	 	$0.00
		 	Total Due from Buyer (Purchase Price + Accrued interest + Protective Advances after Cutoff Date)	 	$12,000,000.00	 		 		 	
		 	 	 	 	 		 		 	

  

			
	 Wiring Instructions

	 Bank Name:

ABA#
 Account #:
 Attn:

RE:
	  	 JPMorgan Chase Bank, N. A.

021000021
 9008114597

CTL Servicing
 Loan#
625982481









 SCHEDULE 2 

Loans with Force Placed Insurance as of Cutoff Date 

  
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JPMorgan Chase – LPSA – RRE Iroquois Holdings, LLC (Pennsylvania One-off) (Loan # 625982481) 









					
	



	  	 Schedule 2
 Loans with Force Placed Insurance as of Cutoff Date
 Pool
#625982481
	  	

 Loan # 625982481 
 Closing Date: 
 Cutoff Date:     5/15/2011 

1. None 







 SCHEDULE 3 

LOAN DOCUMENTS 

  
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JPMorgan Chase – LPSA – RRE Iroquois Holding, LLC (Pennsylvania One-off) (Loan # 625982481) 









																	
	 Document Name
	  	# of
Document
Copies	 	  	Date	  	Original	 	  	Copy	 	  	625982481
	 Acknowledgement of Insurance Requirements
	  	 	1	  	  	6/1/2007	  				  	 	X	  	  	
	 Addendum to Promissory Note (Confession of Judgment)
	  	 	1	  	  	6/1/2007	  	 	X	  	  				  	
	 Allonge (FDIC to Trust)
	  	 	1	  	  		  	 	X	  	  				  	
	 Allonge (Trust to Chase)
	  	 	1	  	  		  	 	X	  	  				  	
	 Assignment of Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing-Recorded (FDIC to
Trust)
	  	 	1	  	  	12/1/2010	  				  	 	X	  	  	
	 Assignment of Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing-Recorded (Trust to
Chase)
	  	 	1	  	  	12/2/2010	  				  	 	X	  	  	
	 Certificate and Indemnity Agreement Regarding Hazardous Substances
	  	 	1	  	  	6/1/2007	  	 	X	  	  				  	
	 Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Filing - Recorded
	  	 	1	  	  	6/1/2007	  				  	 	X	  	  	
	 NonRecourse/ Limited Liability Addendum to Promissory Note
	  	 	1	  	  	6/1/2007	  	 	X	  	  				  	
	 Prepayment Addendum to Promissory Note
	  	 	1	  	  	6/1/2007	  	 	X	  	  				  	
	 Promissory Note
	  	 	1	  	  	6/1/2007	  	 	X	  	  				  	
	 UCC-Recorded
	  	 	1	  	  	11/28/2007	  				  	 	X	  	  	








 EXHIBIT “A” 

FORM OF ALLONGE TO PROMISSORY NOTE 
  

	Re:	Promissory Note, in the original principal amount of $                , dated
                                , 20    , executed by
                     (“Borrower”), and originally payable to the order
of                                        
        . 

 Pay to the order of
                                        
(“Assignee”), as is, where is, with all faults without recourse and without representation or warranty of any kind, express or implied, except as set forth in that certain Loan Purchase and Sale Agreement between Assignor and Assignee.

  

			
	JPMORGAN CHASE BANK, N.A.
		
	By:	 	 



			
	Name:	 	 
	Title:	 	 



			
		
	Effective Date:	 	 



  
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JPMorgan Chase – LPSA – RRE Iroquois Holdings, LLC (Pennsylvania One-off) (Loan # 625982481) 








 EXHIBIT “B” 

ASSIGNMENT OF LOAN DOCUMENTS 
 THIS ASSIGNMENT OF LOAN DOCUMENTS (this “Assignment”) is made effective as of this          day of
                , 20    , by JPMORGAN CHASE BANK, N.A., a national banking association (“Assignor”‘) to and in
favor of
                                         
       , a
                                         
                    (“Assignee”). 
 RECITALS: 
 A. Assignor is the legal and equitable owner and holder of that
certain Promissory Note in the principal amount of $                     dated
                             (the “Note”). which Note is secured by, among other
things, that certain
                                         
            dated
                                         
   , executed by
                                         
   , as mortgagor, in favor of                                 ,
as mortgagee, and recorded on                                 , in the Official
Records of                                  County, Pennsylvania in Mortgage Book
            , at Page            (collectively, the “Mortgage”) regarding the real property as
more particularly described on Exhibit A attached hereto and incorporated by this reference. 
 B. Except as set forth on
Schedule 3 to the Loan Purchase and Sale Agreement between Assignor and Assignee, Assignor purchased the Mortgage from the Federal Deposit Insurance Corporation as receiver for Washington Mutual Bank. 

C. Assignor has simultaneously herewith endorsed the Note to Assignee and the parties desire that the Note, the Mortgage and all other
documents executed in connection with the Note be assigned to Assignee. 
 NOW, THEREFORE, in consideration of the foregoing and
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged: 
 1. Assignor hereby
absolutely, irrevocably and unconditionally sells, assigns, transfers, sets over, conveys and endorses to Assignee, its successors and assigns, and Assignee hereby accepts, all of Assignor’s right, title and interest in and to the following
documents (collectively, the “Loan Documents”): 
 (a) the Mortgage; 

(b) the Note; 
 (c) Assignor’s loan title policy; 
 (d) All other documents
that evidence or secure the obligations under the Note. 
 2. This Assignment shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns. 

  
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JPMorgan Chase – LPSA – RRE Iroquois Holdings, LLC (Pennsylvania One-off) (Loan # 625982481) 








 3. EXCEPT AS SET FORTH IN THAT CERTAIN LOAN PURCHASE AND SALE AGREEMENT BETWEEN ASSIGNOR
AND ASSIGNEE, THIS ASSIGNMENT IS MADE WITHOUT RECOURSE OR WARRANTY OF ANY KIND, AND ASSIGNOR MAKES NO REPRESENTATIONS OR WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE WHATSOEVER WITH RESPECT TO THE LOAN DOCUMENTS, THE OBLIGATIONS EVIDENCED BY
THE LOAN DOCUMENT OR THE COLLATERAL, IF ANY. 
 4. This Assignment shall be governed by and construed in accordance with the
laws of the State of Pennsylvania. 
 IN WITNESS WHEREOF, Assignor has caused this Assignment to be executed in its name by duly
authorized officers as of the date first above written. 
  

			
	ASSIGNOR
	
	JPMORGAN CHASE BANK, N.A.,
	a national banking association
		
	By:	 	 



			
	Name:	 	 
	Title:	 	 



  
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JPMorgan Chase – LPSA – RRE Iroquois Holdings, LLC (Pennsylvania One-off) (Loan # 625982481) 









			
	
STATE OF                      
               
	  	)
		  	)  ss:
	
COUNTY OF                     
            
	  	)

 On the        day of
                                , 2011, before me, the undersigned, personally
appeared
                                        ,
personally known to me or proved to me on the basis of satisfactory evidence to be the individuals whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their capacity, and that by their signature
on the instrument, the individual or the person upon behalf of which the individual acted, executed the instrument. 

	
	
	  
	Notary Public-



  
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JPMorgan Chase – LPSA – RRE Iroquois Holdings, LLC (Pennsylvania One-off) (Loan # 625982481) 








 SECTION:
                                      

BLOCK:
                                        

 LOT:
                                         
      
 EXHIBIT “C” 

This instrument prepared by and 

After Recording Return to: 
 [Firm]

 [Address] 
 BRT No. 

[Property Identifier] 

ASSIGNMENT OF MORTGAGE 

FOR VALUE RECEIVED, on                 
    , 20    , the undersigned JPMORGAN CHASE BANK, N.A. (“Assignor”), hereby assigns, transfers and sets over to [ ](“Assignee”), without recourse,
representation or warranty, express or implied (except as otherwise provided in that certain Loan Purchase and Sale Agreement dated                 
     , 2011), all beneficial interest of Assignor under that certain Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Filing (the “Mortgage”), dated
                     , 20    , and executed by [    ], as Mortgagor, to [Washington
Mutual Bank, a Federal Association], predecessor-in-interest to the Assignor, recorded on                      ,
20    , in the Office of Commissioner of Records for [    ] County, Pennsylvania with document identification no. [    ], and encumbering certain real property, commonly known as
[    ], more particularly described therein, and on Exhibit A attached hereto. 
 SIGNATURE PAGES
TO FOLLOW 

  
 JPMorgan Chase – LPSA
– RRE Iroquois Holdings, LLC (Pennsylvania One-off) (Loan # 625982481) 








 
			
	ASSIGNOR:
	
	JPMORGAN CHASE BANK, N.A.
		
	By:	 	 
	Name:	 	
	Title:	 	Vice President


 STATE OF
                                        
 ) 

                         
                                    ) ss: 

COUNTY OF
                                     ) 

On the          day of
                            , 2010, before me, the undersigned, personally appeared
                                , personally known to me or proved to me on the
basis of satisfactory evidence to be the individuals whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their capacity, and that by their signature on the instrument, the individual or the
person upon behalf of which the individual acted, executed the instrument. 
  

	
	  
	Notary Public-



  
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JPMorgan Chase – LPSA – RRE Iroquois Holdings, LLC (Pennsylvania One-off) (Loan # 625982481) 








 The principal place of business and 
 complete post office address of 
 Assignee is: 

[    ] 
  

					
			
		 	Attn.:	 	
			
		 	By:	 	 

 The address of Assignee for the 
 Purpose of 42 Pa.C.S. §8143(d) 
 is: 

[    ] 
  

					
			
		 	Attn:	 	
			
		 	By:	 	 


  
 JPMorgan Chase – LPSA
– RRE Iroquois Holdings, LLC (Pennsylvania One-off) (Loan # 625982481) 








 EXHIBIT “D” 

[FIRM] 
 [ADDRESS] 

Attorneys for Plaintiff 
  

					
	JPMORGAN CHASE BANK, SUCCESSOR	 	:	  	 
	IN INTEREST TO WASHINGTON	 	:	  	COURT OF COMMON PLEAS
	MUTUAL BANK, FA	 	:	  	[            ] COUNTY
	[ADDRESS]	 	:	  	
		 	:	  	
	Plaintiff,	 	:	  	[    ] TERM 20    
	     v.
	 	:	  	
	[    ]	 	:	  	
	Defendant.	 	:	  	NO. [    ]
		 	:	  	
		 	:	  	
	 	 	:	  	 

 PRAECIPE TO MARK JUDGMENT TO USE OF [    ] 

To the Prothonotary: 
 Kindly
mark the judgment entered in the above-captioned matter to the use of [    ]., as use Plaintiff. 
  

									
		 		 		 	Respectfully submitted,
				
		 		 		 	[FIRM]
				
	Dated:                      , 2010	 		 	By:	 	 
		 		 		 		 	[    ]
		 		 		 		 	 Attorney for Plaintiff, JPMorgan
 Chase Bank, successor in interest to
 Washington Mutual Bank



  
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JPMorgan Chase – LPSA – RRE Iroquois Holdings, LLC (Pennsylvania One-off) (Loan # 625982481)