Exhibit 10.9

 


EXECUTION COPY


 


UNCOMMITTED


 


MASTER REPURCHASE AGREEMENT


 


Dated as of June 18, 2014


 


between


 


ARC
RFT JPM LOAN, LLC,


 


as Seller,


 


and


 


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,


 


as Buyer


 




    	 



    	 



    

 


TABLE OF CONTENTS


 


	 	Page
	 	 
	ARTICLE 1. APPLICABILITY	1
	 	 
	ARTICLE 2. DEFINITIONS	1
	 	 
	ARTICLE 3. INITIATION; CONFIRMATION; TERMINATION; FEES; EXTENSION OF MATURITY DATE; EXTENSION OF REPURCHASE DATE	28
	 	 
	ARTICLE 4. MARGIN MAINTENANCE	45
	 	 
	ARTICLE 5. INCOME PAYMENTS AND PRINCIPAL PROCEEDS	46
	 	 
	ARTICLE 6. SECURITY INTEREST	48
	 	 
	ARTICLE 7. PAYMENT, TRANSFER AND CUSTODY	50
	 	 
	ARTICLE 8. SALE, TRANSFER, HYPOTHECATION OR PLEDGE OF PURCHASED ASSETS	53
	 	 
	ARTICLE 9. REPRESENTATIONS AND WARRANTIES	54
	 	 
	ARTICLE 10. NEGATIVE COVENANTS OF Seller	64
	 	 
	ARTICLE 11. AFFIRMATIVE COVENANTS OF SELLER	65
	 	 
	ARTICLE 12. EVENTS OF DEFAULT; REMEDIES	75
	 	 
	ARTICLE 13. SINGLE AGREEMENT	81
	 	 
	ARTICLE 14. RECORDING OF COMMUNICATIONS	82
	 	 
	ARTICLE 15. NOTICES AND OTHER COMMUNICATIONS	82
	 	 
	ARTICLE 16. ENTIRE AGREEMENT; SEVERABILITY	83
	 	 
	ARTICLE 17. NON-ASSIGNABILITY	83
	 	 
	ARTICLE 18. GOVERNING LAW	84
	 	 
	ARTICLE 19. NO WAIVERS, ETC.	84
	 	 
	ARTICLE 20. USE OF EMPLOYEE PLAN ASSETS	85
	 	 
	ARTICLE 21. INTENT	85
	 	 
	ARTICLE 22. DISCLOSURE RELATING TO CERTAIN FEDERAL PROTECTIONS	87


 




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	ARTICLE 23. CONSENT
TO JURISDICTION; WAIVER OF JURY TRIAL	87
	 	 
	ARTICLE 24. NO RELIANCE	88
	 	 
	ARTICLE 25. INDEMNITY	89
	 	 
	ARTICLE 26. DUE DILIGENCE	90
	 	 
	ARTICLE 27. SERVICING	90
	 	 
	ARTICLE 28. MISCELLANEOUS	92


 




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ANNEXES, EXHIBITS AND SCHEDULES


 


	ANNEX I	Names and Addresses for Communications between Parties
	 	 
	EXHIBIT I	Form of Confirmation
	 	 
	EXHIBIT II	Authorized Representatives of Seller
	 	 
	EXHIBIT III-A	Monthly Reporting Package
	 	 
	EXHIBIT III-B	Quarterly Reporting Package
	 	 
	EXHIBIT III-C	Annual Reporting Package
	 	 
	EXHIBIT IV	Form of Custodial Delivery Certificate
	 	 
	EXHIBIT V	Form of Power of Attorney
	 	 
	EXHIBIT VI	Representations and Warranties Regarding Individual Purchased Assets
	 	 
	EXHIBIT VII	Asset Information
	 	 
	EXHIBIT VIII	Purchase and Additional Advance Procedures
	 	 
	EXHIBIT IX	Form of Bailee Letter
	 	 
	EXHIBIT X	Form of Margin Deficit Notice
	 	 
	EXHIBIT XI	UCC Filing Jurisdictions
	 	 
	EXHIBIT XII	Tax Compliance Certificates
	 	 
	EXHIBIT XIII	Form of Servicer Notice
	 	 
	EXHIBIT XIV	Form of Release Letter
	 	 
	EXHIBIT XV	Covenant Compliance Certificate
	 	 
	EXHIBIT XVI	Form of Re-direction Letter
	 	 
	EXHIBIT XVII	[Reserved.]
	 	 
	EXHIBIT XVIII	Form of Future Funding Confirmation
	 	 
	EXHIBIT XIX	Future Funding Advance Procedures


 




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UNCOMMITTED MASTER
REPURCHASE AGREEMENT


 


MASTER REPURCHASE AGREEMENT,
dated as of June 18, 2014, by and between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association organized
under the laws of the United States (“Buyer”) and ARC RFT JPM LOAN,
LLC, a Delaware limited liability company (“Seller”).


 


ARTICLE
1.

APPLICABILITY


 


From time to time the
parties hereto may enter into transactions in which Seller and Buyer agree to the transfer from Seller to Buyer all of its rights,
title and interest to certain Eligible Assets (as defined herein) or other assets and, in each case, the other related Purchased
Items (as defined herein) (collectively, the “Assets”) against the transfer of funds by Buyer to Seller, with
a simultaneous agreement by Buyer to transfer back to Seller such Assets at a date certain or on demand, against the transfer of
funds by Seller to Buyer. Each such transaction shall be referred to herein as a “Transaction” and, unless otherwise
agreed in writing, shall be governed by this Agreement, including any supplemental terms or conditions contained in any exhibits
identified herein as applicable hereunder. Each individual transfer of an Eligible Asset shall constitute a distinct Transaction.
Notwithstanding any provision or agreement herein, at no time shall Buyer be obligated to purchase or effect the transfer of any
Eligible Asset from Seller to Buyer.


 


ARTICLE
2.

DEFINITIONS


 


“A-Note”
shall mean the original promissory note, if any, that was executed and delivered in connection with the senior position of a Senior
Mortgage Loan.


 


“Accelerated
Repurchase Date” shall have the meaning specified in Article 12(b)(i) of this Agreement.


 


“Acceptable
Attorney” means an attorney-at-law that has delivered at Seller’s request a Bailee Letter, with the exception of
an attorney that is not satisfactory to Buyer.


 


“Accepted
Servicing Practices” shall mean with respect to any applicable Purchased Asset, those mortgage loan, participation interest
or mezzanine loan servicing practices of prudent mortgage lending institutions that service mortgage loans, participation interests
and/or mezzanine loans of the same type as such Purchased Asset in the state where the related underlying real estate directly
or indirectly securing or supporting such Purchased Asset is located.


 




    	 



    	 



    

 


“Act of Insolvency”
shall mean, with respect to any Person, (i) the filing of a petition, commencing, or authorizing the commencement of any case
or proceeding under any bankruptcy, insolvency, reorganization, liquidation, dissolution or similar law relating to the protection
of creditors (“Insolvency Law”), or suffering any such petition or proceeding to be commenced by another which
is consented to, not timely contested or results in entry of an order for relief; (ii) the seeking or consenting to the appointment
of a receiver, trustee, custodian or similar official for such Person or any substantial part of the property of such Person; (iii) the
appointment of a receiver, conservator, or manager for such Person by any governmental agency or authority having the jurisdiction
to do so; (iv) the making of a general assignment for the benefit of creditors; (v) the admission by such Person of its
inability to pay its debts or discharge its obligations as they become due or mature; (vi) that any Governmental Authority
or agency or any person, agency or entity acting or purporting to act under Governmental Authority shall have taken any action
to condemn, seize or appropriate, or to assume custody or control of, all or any substantial part of the property of such Person,
or shall have taken any action to displace the management of such Person or to curtail its authority in the conduct of the business
of such Person; (vii) the consent by such Person to the entry of an order for relief in an insolvency case under any Insolvency
Law; or (viii) the taking of action by any such Person in furtherance of any of the foregoing.


 


“Additional
Advance” shall mean, for any Purchased Asset with Additional Advance Capacity, an advance of additional funds on such
Purchased Asset by Buyer to Seller in accordance with Article 3(z). For the avoidance of doubt, an Additional Advance made
with respect to a Purchased Asset shall be deemed to be a part of the related Transaction.


 


“Additional
Advance Capacity” shall mean, with respect to any Purchased Asset purchased prior to the satisfaction by Guarantor of
the Guarantor Minimum Net Worth Test that is subject to an Initial Reduced Advance Rate, the product of (A) the applicable Additional
Advance Percentage of such Purchased Asset and (B) the lesser of (x) the Market Value of such Purchased Asset as of the original
Purchase Date therefor and (y) the Market Value of such Purchased Asset on the date the Additional Advance is requested to be applied
by Seller, in each case, as determined by Buyer in its sole discretion; provided, that the Additional Advance Capacity for
such Purchased Asset shall not exceed the dollar amount that would have been applicable to such Purchased Asset assuming such dollar
amount were based on the applicable Maximum Advance Rate set forth in Schedule IB of the Fee Letter or such lower Advance Rate
determined by Buyer in its sole discretion. For the avoidance of doubt, Additional Advance Capacity shall not apply to any Purchased
Asset with respect to which the applicable Advance Rate was lower than the related Maximum Advance Rate set forth in the Fee Letter
as a result of Buyer’s decision to apply a lower Advance Rate for the Transaction.


 


“Additional
Advance Date” shall mean any date upon which an Additional Advance (up to the Additional Advance Capacity) is made by
Buyer to Seller on the related Purchased Asset.


 


“Additional
Advance Percentage” shall mean, with respect to any Purchased Asset purchased prior to the satisfaction by Guarantor
of the Guarantor Minimum Net Worth Test that is subject to an Initial Reduced Advance Rate, the positive difference, if any, between
(x) the applicable Maximum Advance Rate set forth in Schedule IB of the Fee Letter or such lower Advance Rate determined by Buyer
in its sole discretion and (y) the applicable Initial Reduced Advance Rate used to calculate the Purchase Price with respect to
such Purchased Asset as set forth in the related Confirmation.


 




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“Advance Rate”
shall mean, with respect to each Transaction and any Pricing Rate Period, the initial Advance Rate (including any Initial Reduced
Advance Rate, if applicable) selected by Buyer for such Transaction on a case by case basis in its sole discretion as shown in
the related Confirmation, as may be adjusted for an Additional Advance or Future Funding Transaction as set forth herein, which
in any case shall not exceed the Maximum Advance Rate, unless otherwise agreed to by Buyer and Seller.


 


“Affiliate”
shall mean, when used with respect to any specified Person, (i) any other Person directly or indirectly controlling, controlled
by, or under common control with, such Person. Control shall mean the possession, direct or indirect, of the power to direct or
cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract
or otherwise and “controlling” and “controlled” shall have meanings correlative thereto, or (ii) any “affiliate”
of such Person, as such term is defined in the Bankruptcy Code.


 


“Affiliated
Hedge Counterparty” shall mean JPMorgan Chase Bank, National Association, or any Affiliate thereof, in its capacity
as a party to any Hedging Transaction with Seller.


 


“Agreement”
shall mean this Master Repurchase Agreement, dated as of June 18, 2014, by and between Seller and Buyer as such agreement
may be modified or supplemented from time to time.


 


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


 


“Alternative
Rate Transaction” shall mean, with respect to any Pricing Rate Period, any Transaction with respect to which the Pricing
Rate for such Pricing Rate Period is determined with reference to the Alternative Rate.


 


“Annual Reporting
Package” shall mean the reporting package described on Exhibit III-C.


 


“Anti-Money
Laundering Laws” shall have the meaning specified in Article 9(b)(xxxiii) of this Agreement.


 


“Applicable
Spread” shall mean, with respect to a Transaction involving a Purchased Asset:


 


(i)          with
respect to any Purchased Asset and any Pricing Rate Period, so long as no Event of Default shall have occurred and be continuing,
the incremental per annum rate (expressed as a number of “basis points”, each basis point being equivalent to
1/1000 of 1%) specified in the related Confirmation for such Purchased Asset (which rate shall be determined by Buyer in its sole
discretion based on the applicable row for such Purchased Asset in the “Applicable Spread” column of the table attached
as Schedule IA or Schedule IB to the Fee Letter, as applicable, or such other rate as may be agreed upon between
Seller and Buyer and, in each case, as set forth in the related Confirmation, and


 




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(ii)         after
the occurrence and during the continuance of an Event of Default, the applicable incremental per annum rate described in clause
(i) of this definition, plus 400 basis points (4.00%);


 


provided, that
the Applicable Spread may be increased by Buyer in connection with an Additional Advance or Future Funding Transaction.


 


“Asset Due
Diligence” shall have the meaning set forth in Article 3(b)(iv) hereof.


 


“Asset Information”
shall mean, with respect to each Purchased Asset, the information set forth in Exhibit VII attached hereto.


 


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


 


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


 


“Bailee Letter”
shall mean a letter from an Acceptable Attorney or from a Title Company, or another Person acceptable to Buyer in its sole and
absolute discretion, in the form attached to this Agreement as Exhibit IX, wherein such Acceptable Attorney, Title Company
or other Person described above in possession of a Purchased Asset File (i) acknowledges receipt of such Purchased Asset File,
(ii) confirms that such Acceptable Attorney, Title Company, or other Person acceptable to Buyer is holding the same as bailee of
Buyer under such letter and (iii) agrees that such Acceptable Attorney, Title Company or other Person described above shall deliver
such Purchased Asset File to the Custodian by not later than the second (2nd) Business Day following the Purchase Date for the
related Purchased Asset.


 


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


 


“B-Note”
shall mean the original promissory note, if any, that was executed and delivered in connection with the senior position of a Junior
Mortgage Loan.


 


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


 


“Business
Day” shall mean any day other than (i) a Saturday or Sunday, (ii) a day on which the New York Stock Exchange
or the Federal Reserve Bank of New York is authorized or obligated by law or executive order to be closed and (iii) a
day on which banks in the State of New York, Pennsylvania, Kansas or Minnesota are authorized or obligated by law or executive
order to be closed or, with respect to a “London Business Day” for the determination of LIBOR, any day other than a
day on which banks in London, England are authorized or obligated by law or executive order to be closed.


 


“Buyer”
shall mean JPMorgan Chase Bank, National Association, or any successor or assign.


 




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“Buyer Compliance
Policy” shall mean any corporate policy of Buyer or of any corporate entity controlling Buyer related to the compliance
by Buyer or such corporate entity or any of Buyer’s or by any such corporate entity’s Affiliates with any Requirement
of Law and/or any request or directive by any Governmental Authority (whether or not having the force of law) and/or any proposed
law, rule or regulation, including without limitation any policy of Buyer or any such corporation to comply with rules in proposed
form or otherwise not yet in effect or to adhere to standards or other requirements in excess of those that would be required by
any Requirement of Law.


 


“Buyer Funding
Costs” shall mean the actual funding costs of Buyer or of any corporate entity controlling Buyer associated with any
one or more of the Transactions (including any related Additional Advance or Future Funding Transaction) or otherwise with Buyer’s
obligations under the Transaction Documents.


 


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


 


“Capital Stock”
shall mean any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation,
any and all equivalent equity ownership interests in a Person which is not a corporation, including, without limitation, any and
all member or other equivalent interests in any limited liability company, any and all partner or other equivalent interests in
any partnership or limited partnership, and any and all warrants or options to purchase any of the foregoing.


 


“Capitalized
Lease Obligations” shall mean obligations under a lease that are required to be capitalized for financial reporting purposes
in accordance with GAAP. The amount of a Capitalized Lease Obligation is the capitalized amount of such obligation as would be
required to be reflected on the balance sheet prepared in accordance with GAAP of the applicable Person as of the applicable date.


 


“Cash Equivalents”
shall mean, as of any date of determination, marketable securities issued or directly and unconditionally guaranteed as to interest
and principal by the United States Government.


 


“Cash Sweep
Trigger Period” shall mean, as of any date of determination and as determined by Buyer, a period commencing on the occurrence
of the failure of the Guarantor in any calendar month to raise additional equity in the applicable amount required under the Guarantor
Minimum Raised Equity Test (determined as of the last Business Day of such month) and continuing until the date on which either
(a) (i) Income on the Purchased Assets has been distributed to Buyer pursuant to Article 5(e) in amount equal to the difference
between the applicable amount of additional equity required to be raised under the Guarantor Minimum Raised Equity Test and the
actual amount of equity raised by Guarantor and (ii) Guarantor has satisfied the Guarantor Minimum Raised Equity Test for two consecutive
months or (b) Guarantor (or any replacement guarantor accepted by Buyer pursuant to Article 11(ee)) has satisfied the
Guarantor Minimum Net Worth Test pursuant to clause (ii) of such definition.


 




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“Change of
Control” shall mean, with respect to any Person, if either (a) any “person” or “group” (within
the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”))
shall become, or obtain rights (whether by means of warrants, options or otherwise) to become, the “beneficial owner”
(as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of a percentage of the total voting power
of all Capital Stock of such Person entitled to vote generally in the election of directors, members or partners of 20% or more
or (b) ARC Realty Finance Operating Partnership, L.P. shall cease to own and Control, of record and beneficially, directly
or indirectly 100% of each class of outstanding Capital Stock of Seller.


 


“Closing Date”
shall mean June 18, 2014.


 


“CMBS”
shall mean pass-through certificates representing beneficial ownership interests in one or more first lien mortgage loans secured
by commercial and/or multifamily properties, regardless of rating.


 


“Code”
shall mean the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued
thereunder.


 


“Collection
Period” shall mean (i) with respect to the first Remittance Date, the period beginning on and including the Closing
Date and continuing to, and including the calendar day immediately preceding such Remittance Date, and (ii) with respect to
each subsequent Remittance Date, the period beginning on and including the Remittance Date in the month preceding the month in
which such Remittance Date occurs and continuing to and including the calendar day immediately preceding the following Remittance
Date.


 


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


 


“Connection
Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that
are franchise Taxes or branch profits Taxes.


 


“Control”
shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of
a Person, whether through the ownership of voting securities, by contract or otherwise and “Control,” “Controlling”
and “Controlled” shall have meanings correlative thereto.


 


“Covenant
Compliance Certificate” shall mean a properly completed and executed Covenant Compliance Certificate in form and substance
identical to the certificate attached hereto as Exhibit XV.


 


“Custodial
Agreement” shall mean the Custodial Agreement, dated as of the date hereof, by and among the Custodian, Seller and Buyer,
or any successor agreement thereto approved by Buyer in its sole discretion.


 


“Custodial
Delivery Certificate” shall mean the form executed by Seller in order to deliver the Purchased Asset Schedule and the
Purchased Asset File to Buyer or its designee (including the Custodian) pursuant to Article 7 of this Agreement, a form
of which is attached hereto as Exhibit IV.


 




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“Custodian”
shall mean Wells Fargo Bank, National Association, or any successor Custodian appointed by Buyer and, absent the continuance
of any Event of Default, with the reasonable approval of Seller.


 


“Default”
shall mean any event which, with the giving of notice, the passage of time, or both, would constitute an Event of Default.


 


“Defaulted
Mortgage Asset” shall mean any asset (a) that is thirty (30) days or more delinquent in the payment of principal, interest,
fees or other amounts payable under the terms of the related loan documents or other asset documentation or, with respect to a
Participation Interest, the Underlying Mortgage Loan is thirty (30) days or more delinquent in the payment of principal, interest,
fees or other amounts payable under the terms of the related loan documents or other asset documentation, (b) for which there is
a Material Breach of the applicable representations and warranties set forth on Exhibit VI hereto (other than as may
have been set forth in a Requested Exceptions Report previously accepted by Buyer), (c) as to which an Act of Insolvency shall
have occurred with respect to the related Mortgagor, (d) as to which a non-monetary event of default shall have occurred under
any document included in the Purchased Asset File for such Purchased Asset, including, without limitation, with respect to any
Participation Interest, any document related to the Underlying Mortgage Loan, or (e) with respect to which there has been an extension,
amendment, waiver, termination, rescission, cancellation, release or other modification (other than any of same specifically contemplated
by the Purchased Asset Documents or permitted hereunder) to the terms of, or any collateral, guaranty or indemnity for, or the
exercise of any material right or remedy of a holder (including all lending, corporate and voting rights, remedies, consents, approvals
and waivers) of any Purchased Asset Document or any other related loan or participation document that has a materially adverse
effect on the Buyer’s interest in such asset, as determined by Buyer in its sole discretion and with respect to which Buyer
has not expressly and specifically consented thereto.


 


“Depository”
shall mean PNC Bank, National Association, or any successor Depository appointed by Buyer in its sole discretion, and, absent the
continuance of any Event of Default, with the reasonable approval of Seller.


 


“Depository
Account” shall mean a segregated interest bearing account, in the name of Buyer, established at Depository pursuant to
this Agreement, and which is subject to the Depository Agreement.


 


“Depository
Agreement” shall mean that certain Depository Agreement, dated as of the date hereof, among Buyer, Seller and Depository,
or any successor agreement thereto approved by Buyer in its sole discretion.


 


“Draft Appraisal”
shall mean a short form appraisal, “letter opinion of value,” or any other form of draft appraisal acceptable to Buyer.


 


“Due Diligence
Package” shall have the meaning specified in Exhibit VIII to this Agreement.


 




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


 


“Eligible
Assets” shall mean any of the following types of assets or loans (1) that are acceptable to Buyer in its sole and absolute
discretion, (2) on each day, with respect to which there is no Material Breach of any representation or warranty set forth
in this Agreement (including the exhibits hereto) except to the extent disclosed in a Requested Exceptions Report approved by Buyer,
and (3) that are secured directly or indirectly by properties that are multi-family, mixed use, industrial, office building or
hospitality or such other types of commercial properties that Buyer may agree to in its sole discretion, and are properties located
in the United States of America, its territories or possessions (or elsewhere, in the sole discretion of Buyer):


 


(i)          Senior
Mortgage Loans;


 


(ii)         Junior
Mortgage Loans;


 


(iii)        Participation
Interests;


 


(iv)        Mezzanine
Loans; and


 


(v)         any
other asset types or classifications that are acceptable to Buyer, subject to its consent on all necessary and appropriate modifications
to this Agreement and each of the Transaction Documents, as determined by Buyer in its sole and absolute discretion.


 


Notwithstanding anything
to the contrary contained in this Agreement, the following shall not be Eligible Assets for purposes of this Agreement: (i) non-performing
loans; (ii) loans that are Defaulted Mortgage Assets; (iii) construction loans or land loans, (iv) CMBS, (v) any Asset, where the
purchase thereof would cause the aggregate of all Repurchase Prices to exceed the Maximum Facility Amount as in effect at such
time, (vi) any Purchased Asset owned by Buyer at any time that Seller is not in compliance with the covenant set forth in Article
10(l); (vii) loans for which the applicable appraisal is (a) not dated within three hundred sixty-four (364) days of the
proposed financing date or (b) not ordered by a financial institution or mortgage broker (and for the avoidance of doubt, such
appraisal may not be ordered from the related borrower or an Affiliate of the related borrower, or (viii) assets secured directly
or indirectly by loans described in the preceding clauses (i) through (vii).


 


“Eligible
Loans” shall mean any Senior Mortgage Loans, Junior Mortgage Loans, Participation Interests and Mezzanine Loans that
are also Eligible Assets.


 


“Environmental
Law” shall mean any federal, state, foreign or local statute, law, rule, regulation, ordinance, code, guideline, written
policy and rule of common law now or hereafter in effect and in each case as amended, and any judicial or administrative interpretation
thereof, including any judicial or administrative order, consent decree or judgment, relating to the environment, employee health
and safety or hazardous materials, including, without limitation, CERCLA; RCRA; the Federal Water Pollution Control Act, 33 U.S.C.
§ 1251 et seq.; the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq.; the
Clean Air Act, 42 U.S.C. § 7401 et seq.; the Safe Drinking Water Act, 42 U.S.C. § 3803 et
seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Emergency Planning and the Community
Right-to-Know Act of 1986, 42 U.S.C. § 11001 et seq.; the Hazardous Material Transportation Act, 49 U.S.C.
§ 1801 et seq. and the Occupational Safety and Health Act, 29 U.S.C. § 651 et seq.;
and any state and local or foreign counterparts or equivalents, in each case as amended from time to time.


 




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


 


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


 


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


 


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


 


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


 


“Excluded
Taxes” means any of the following Taxes imposed on or with respect to Buyer or any Transferee, or required to be withheld
or deducted from a payment to or for the account of Buyer or Transferee, (a) Taxes imposed on or measured by net income (however
denominated), franchise Taxes, Taxes imposed on or measured by net worth (however denominated) and branch profits Taxes, in each
case, (i) imposed as a result of Buyer or Transferee being organized under the laws of, or having its principal office or
the office from which it books the Transactions located in the jurisdiction imposing such Tax (or any political subdivision thereof)
or (ii) that are Other Connection Taxes, (b) U.S. federal withholding Taxes imposed on amounts payable to or for the account
of such Buyer or Transferee with respect to an interest under this Agreement pursuant to a law in effect on the date on which (i) such
Buyer or Transferee acquires such interest hereunder (other than pursuant to an assignment request by Seller under Article 3(w))
or (ii) Buyer or Transferee changes the office from which it books the Transactions, except in each case to the extent that,
pursuant to Article 3(p) or Article 3(s), amounts with respect to such Taxes were payable either to Buyer or
Transferee’s assignor immediately before such Buyer or Transferee acquired an interest hereunder or to such Buyer or Transferee
immediately before it changed the office from which it books the Transactions, (c) Taxes attributable to Buyer’s or
such Transferee’s failure to comply with Article 3(t) and Article 21(g) and (d) any U.S. federal
withholding Taxes imposed under FATCA.


 


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


 


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


 




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


 


“FATCA”
means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is
substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations
thereof, and any agreements entered into with a Governmental Authority pursuant thereto (including pursuant to Section 1471(b)(1)
of the Code).


 


“Federal Funds
Rate” shall mean, for any day, the weighted average of the rates on overnight federal funds transactions with members
of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal
Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations
for the day of such transactions received by Buyer from three (3) federal funds brokers of recognized standing selected by it.


 


“Fee Letter”
the Fee and Pricing Letter between Seller and Buyer dated as of June 18, 2014, or any successor agreement thereto approved
by Buyer in its sole discretion.


 


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


 


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


 


“Fitch”
shall mean Fitch, Inc.


 


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


 


“Future Funding
Amount” shall mean, with respect to any Eligible Asset, to the extent Seller has notified Buyer that there are Future
Funding Obligations applicable to such Eligible Asset, the amount advanced by Buyer, in its sole discretion, in connection with
one or more approved Future Funding Transactions.


 


“Future Funding
Confirmation” shall have the meaning specified in Article 3(c)(i).


 


“Future Funding
Date” shall mean, with respect to any Eligible Asset, the date on which Buyer advances any portion of the Future Funding
Amount related to such Eligible Asset.


 


“Future Funding
Due Diligence” shall have the meaning set forth in Article 3(c)(ii) hereof.


 


“Future Funding
Due Diligence Package” shall have the meaning set forth in Exhibit XIX hereto.


 


“Future Funding
Obligations” shall mean, with respect to any Eligible Asset, the aggregate amount of Seller’s additional funding
obligations that are expressly identified to Buyer in connection with the initial Transaction.


 




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“Future Funding
Transaction” shall mean an additional Transaction requested with respect to any Eligible Asset to provide for the advance
of additional funds that were expressly identified to and approved by Buyer in connection with the initial Transaction entered
into in respect of such Eligible Asset.


 


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


 


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


 


“Guarantee
Agreement” shall mean the Guarantee Agreement, dated as of the date hereof, from Guarantor in favor of Buyer, in form
and substance acceptable to Buyer.


 


“Guarantor”
shall mean ARC Realty Finance Trust, Inc., a Maryland corporation.


 


“Guarantor
Minimum Net Worth Test” shall have the meaning specified in the Fee Letter.


 


“Guarantor
Minimum Raised Equity Test” shall have the meaning specified in the Fee Letter.


 


“Hedge-Required
Asset” shall mean any Eligible Asset that is a fixed rate Eligible Asset.


 


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


 


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


 




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“Indebtedness”
shall mean, for any Person, (a) obligations created, issued or incurred by such Person for borrowed money (whether by loan, the
issuance and sale of debt securities or the sale of property to another Person subject to an understanding or agreement, contingent
or otherwise, to repurchase such property from such Person); (b) obligations of such Person to pay the deferred purchase or acquisition
price of property or services, other than trade accounts payable (other than for borrowed money) arising, and accrued expenses
incurred, in the ordinary course of business so long as such trade accounts payable are payable within ninety (90) days of the
date the respective goods are delivered or the respective services are rendered; (c) Indebtedness of others secured by a lien on
the property of such Person, whether or not the respective Indebtedness so secured has been assumed by such Person; (d) obligations
(contingent or otherwise) of such Person in respect of letters of credit or similar instruments issued or accepted by banks and
other financial institutions for account of such Person; (e) obligations of such Person under repurchase agreements, sale/buy-back
agreements or like arrangements; (f) Indebtedness of others guaranteed by such Person; (g) all obligations of such Person incurred
in connection with the acquisition or carrying of fixed assets by such Person; (h) Indebtedness of general partnerships of which
such Person is secondarily or contingently liable (other than by endorsement of instruments in the course of collection), whether
by reason of any agreement to acquire such indebtedness to supply or advance sums or otherwise; (i) Capitalized Lease Obligations
of such Person; (j) all net liabilities or obligations under any interest rate, interest rate swap, interest rate cap, interest
rate floor, interest rate collar, or other hedging instrument or agreement; and (k) all obligations of such Person under Financing
Leases.


 


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


 


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


 


“Indemnified
Taxes” shall mean (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on
account of any obligation of Seller under any Transaction Document and (b) to the extent not otherwise described in clause
(a) of this definition, Other Taxes.


 


“Independent
Director” shall mean an individual with at least three (3) years of employment experience serving as an independent director
at the time of appointment who is provided by, and is in good standing with, CT Corporation, Corporation Service Company, National
Registered Agents, Inc., Wilmington Trust Company, Stewart Management Company, Lord Securities Corporation or, if none of those
companies is then providing professional independent directors or managers or is not acceptable to the Rating Agencies, another
nationally recognized company reasonably approved by Buyer, in each case that is not an Affiliate of Seller and that provides professional
independent directors or managers and other corporate services in the ordinary course of its business, and which individual is
duly appointed as a member of the board of directors or board of managers of Seller and is not, and has never been, and will not
while serving as independent director or manager be:


 


(a)          a
member (other than an independent, non-economic “springing” member), partner, equityholder, manager, director, officer
or employee of Seller or any of its equityholders or Affiliates (other than as an independent director or manager of an Affiliate
of Seller that is not in the direct chain of ownership of Seller and that is required by a creditor to be a single purpose bankruptcy
remote entity, provided that such independent director or manager is employed by a company that routinely provides professional
independent directors or managers in the ordinary course of business);


 




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(b)          a
customer, creditor, supplier or service provider (including provider of professional services) to Seller or any of its equityholders
or Affiliates (other than a nationally recognized company that routinely provides professional independent directors or managers
and other corporate services to Seller or any of its equityholders or Affiliates in the ordinary course of business);


 


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


 


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


 


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


 


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


 


“Initial Reduced
Advance Rate” shall mean, with respect to any Purchased Asset purchased pursuant to this Agreement prior to the satisfaction
by Guarantor of the Guarantor Minimum Net Worth Test, the Advance Rate set forth in the related Confirmation; but in no event higher
than the applicable Maximum Advance Rate set forth on Schedule IA to the Fee Letter.


 


“Insolvency
Law” shall have the meaning specified in the definition of “Act of Insolvency”.


 


“Interim Servicer”
shall mean Midland Loan Services, Inc., or any other interim servicer approved by Buyer in its sole and absolute discretion,
and, absent the continuance of any Event of Default, with the reasonable approval of Seller.


 


“Interim Servicing
Agreement” shall mean the Interim Servicing Agreement between Seller, Buyer and Interim Servicer dated as of June 18,
2014, or any successor agreement thereto approved by Buyer in its sole discretion.


 


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


 


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


 


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


 




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


 


“Lien”
shall mean any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge
or other security interest or any preference, priority or other security agreement or preferential arrangement of any kind or nature
whatsoever (including, without limitation, any conditional sale or other title retention agreement and any financing lease having
substantially the same economic effect as any of the foregoing), and the filing of any financing statement under the UCC or comparable
law of any jurisdiction in respect of any of the foregoing.


 


“London Business
Day” shall mean any day other than (a) a Saturday, (b) a Sunday or (c) any other day on which commercial banks in London,
England are not open for business.


 


“LTV”
shall mean, with respect to any Purchased Asset, the loan-to-value ratio for such Purchased Asset, as determined by Buyer in its
sole discretion.


 


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


 


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


 


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


 




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“Market Disruption
Event” shall mean either (a) any event or events shall have occurred in the determination of Buyer resulting in the effective
absence of a “repo market” or related “lending market” for purchasing (subject to repurchase) or financing
debt obligations secured by commercial mortgage loans, mezzanine loans, participations in commercial mortgage loans or mezzanine
loans, or securities or an event or events shall have occurred resulting in Buyer not being able to finance Eligible Assets through
the “repo market” or “lending market” with traditional counterparties at rates which would have been reasonable
prior to the occurrence of such event or events, or (b) any event or events shall have occurred resulting in the effective absence
of a “securities market” for securities backed by Eligible Assets, including, but not limited to the “CMBS/CDO/CLO
market”, or an event or events shall have occurred resulting in Buyer not being able to sell securities backed by Eligible
Assets at prices which would have been reasonable prior to such event or events, in each case as determined by Buyer.


 


“Market Value”
shall mean, with respect to any Purchased Asset as of any relevant date, the market value for such Purchased Asset on such date
as determined by Buyer in its sole and absolute discretion exercised in good faith. The Market Value shall be deemed to be zero
with respect to each Purchased Asset (i) in respect of which there is a Material Breach of a representation and warranty set forth
in Exhibit VI of this Agreement (other than as may have been set forth in a Requested Exceptions Report previously accepted
by Buyer) unless fully cured by Seller within thirty (30) days of the occurrence of such breach), (ii) subject to Article 7(e),
in respect of which the complete Purchased Asset File has not been delivered to the Custodian in accordance with the terms of the
Custodial Agreement, (iii) that has been released from the possession of the Custodian under the Custodial Agreement to Seller
for a period in excess of ten (10) calendar days, (iv) upon the occurrence of any Act of Insolvency with respect to any co-participant
or any other Person having an interest in such Purchased Asset or any related Underlying Mortgaged Property that is senior to,
or pari passu with, in right of payment or priority the rights of Buyer in such Purchased Asset, (v) any Purchased Asset
has become a specially serviced loan as defined in the applicable servicing agreement, or (vi) that is determined by Buyer not
to be an Eligible Asset.


 


The Market Value of
each Purchased Asset may be determined by Buyer, in its sole discretion exercised in good faith, on each Business Day during the
term of this Agreement.


 


“Material
Adverse Effect” shall mean a material adverse effect on (a) the property, business, operations or financial condition
of Seller or Guarantor, (b) the ability of Seller or Guarantor to perform its obligations under any of the Transaction Documents,
(c) the validity or enforceability of any of the Transaction Documents, (d) the rights and remedies of Buyer under any of the Transaction
Documents, or (e) the Market Value, rating (if applicable) or liquidity of any Purchased Asset or all of the Purchased Assets in
the aggregate.


 


“Material
Breach” shall mean, with respect to any Purchased Asset, a breach of a representation or warranty applicable to such
Purchased Asset that results in a determination by Buyer in its sole and absolute discretion, exercised in good faith, that such
breach could reasonably be expected to have a material adverse effect on the Market Value of such Purchased Asset or the related
Underlying Mortgaged Property.


 


“Materials
of Environmental Concern” shall mean any toxic mold, any petroleum (including, without limitation, crude oil or any fraction
thereof) or petroleum products (including, without limitation, gasoline) or any hazardous or toxic substances, materials or wastes,
defined as such in or regulated under any Environmental Law, including, without limitation, asbestos, polychlorinated biphenyls,
and urea-formaldehyde insulation.


 




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“Maturity
Date” shall mean June 18, 2016 or the immediately succeeding Business Day, if such day shall not be a Business Day (the
“Initial Maturity Date”), or such later date as may be in effect pursuant to Article 3(n) hereof. For
the avoidance of doubt, the Maturity Date shall in no case be any date beyond the third anniversary of the Closing Date.


 


“Maturity
Date Extension Conditions” shall have the meaning set forth in Article 3(n)(i).


 


“Maximum Advance
Rate” shall mean, with respect to each Purchased Asset, the maximum amount, expressed as a percentage of par, as specified
in the appropriate row for such Purchased Asset under the “Maximum Advance Rate” column in the table attached as Schedule IA
or Schedule IB to the Fee Letter, as applicable, or, if such Purchased Asset is not described in Schedule IA
or Schedule IB or if Seller and Buyer otherwise agree, any amount specified in the related Confirmation for such Purchased
Asset; provided that, with respect to any Eligible Asset to be purchased hereunder, the Maximum Advance Rates shown in Schedule IA
or Schedule IB to the Fee Letter, as applicable, are only indicative of the maximum advance rate available to Seller, and
Buyer is not obligated to purchase any Eligible Asset at such Maximum Advance Rates.


 


“Maximum Facility
Amount” shall mean $150,000,000; provided that, prior to the Purchase Date upon which the third (3rd) Senior Mortgage
Loan becomes a Purchased Asset hereunder, the Maximum Facility Amount shall not exceed $75,000,000.


 


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


 


“Mezzanine
Loan Collateral” shall have the meaning specified in the definition of “Mezzanine Loan”.


 


“Mezzanine
Note” shall mean the original promissory note that was executed and delivered in connection with a particular Mezzanine
Loan.


 


“Minimum Purchased
Asset Requirement” shall have the meaning specified in Article 10(l).


 


“Minimum Transfer
Amount” shall mean, with respect to Seller, $150,000; provided, however, that if a Default or an Event
of Default has occurred and is continuing hereunder, the Minimum Transfer Amount shall be U.S. $0.


 


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


 


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


 




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“Mortgage”
shall mean any mortgage, deed of trust, assignment of rents, security agreement and fixture filing, or other instruments creating
and evidencing a lien on real property and other property and rights incidental thereto.


 


“Mortgage
Note” shall mean a note or other evidence of indebtedness of a Mortgagor, with respect to a Senior Mortgage Loan or Junior
Mortgage Loan.


 


“Mortgagor”
shall mean the obligor on a Mortgage Note and the grantor of the related Mortgage, or the obligor on a Mezzanine Note or Participation
Interest.


 


“Multiemployer
Plan” shall mean a multiemployer plan defined as such in Article 3(37) of ERISA to which contributions have been, or
were required to have been, made by Seller or any ERISA Affiliate and that is covered by Title IV of ERISA.


 


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


 


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


 


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


 


“Other Connection
Taxes” shall mean Taxes imposed as a result of a present or former connection between such Buyer or Transferee and the
jurisdiction imposing such Tax (other than connections arising from such Buyer or Transferee having executed, delivered, become
a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged
in any other Transaction pursuant to or enforced any Transaction Document, or sold or assigned an interest in any Transaction or
any Transaction Document).


 


“Other Taxes”
shall mean all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any
payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of
a security interest under, or otherwise with respect to, any Transaction Document, Purchased Asset, or Purchased Item except for
any such Taxes (x) that are Other Connection Taxes imposed with respect to an assignment, transfer or sale of participation or
other interest in or with respect to the Transaction Documents (other than an assignment made pursuant to Article 3(w)
hereof), or (y) that are imposed with respect to a Secondary Market Transaction effected pursuant to Article 28(a).


 


“Parent”
shall mean ARC Realty Finance Operating Partnership, L.P., a Delaware limited partnership.


 


“Participation
Certificate” shall mean the original participation certificate, if any, that was executed and delivered in connection
with a Participation Interest.


 


“Participation
Interest” shall mean a performing senior, pari passu or junior participation interest in a performing Senior Mortgage
Loan or Mezzanine Loan, in each case evidenced by a Participation Certificate.


 




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“Person”
shall mean an individual, corporation, limited liability company, business trust, partnership, joint tenant or tenant-in-common,
trust, joint stock company, joint venture, unincorporated organization, or any other entity of whatever nature, or a Governmental
Authority.


 


“Plan”
shall mean an employee benefit or other plan established or maintained by Seller or any ERISA Affiliate during the five year period
ended prior to the date of this Agreement or to which Seller or any ERISA Affiliate makes, is obligated to make or has, within
the five year period ended prior to the date of this Agreement, been required to make contributions and that is covered by Title
IV of ERISA or Article 302 of ERISA or Article 412 of the Code, other than a Multiemployer Plan.


 


“Plan Party”
shall have the meaning set forth in Article 20(a) of this Agreement.


 


“Pledge and
Security Agreement” shall mean that certain Pledge and Security Agreement, dated as of the date hereof, by Parent in
favor of Buyer, as the same may be amended, restated, supplemented, replaced or otherwise modified from time to time, pledging
all of Seller’s Capital Stock to Buyer.


 


“Pre-Existing
Asset” shall mean any Eligible Asset that is not an Originated Asset.


 


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


 


“Price Differential”
shall mean, with respect to any Purchased Asset as of any date, the aggregate amount obtained by daily application of the applicable
Pricing Rate for such Purchased Asset to the Purchase Price of such Purchased Asset on a 360-day-per-year basis for the actual
number of days during each Pricing Rate Period commencing on (and including) the Purchase Date for such Purchased Asset and ending
on (but excluding) the date of determination (reduced by any amount of such Price Differential previously paid by Seller to Buyer
with respect to such Purchased Asset).


 


“Pricing Rate”
shall mean, for any Pricing Rate Period and any Purchased Asset, an annual rate equal to the sum of (i) LIBOR and (ii) the relevant
Applicable Spread with respect to such Purchased Asset, in each case, for the applicable Pricing Rate Period for the related Purchased
Asset. The Pricing Rate shall be subject to adjustment and/or conversion as provided in the Transaction Documents or the related
Confirmation.


 


“Pricing Rate
Determination Date” shall mean with respect to any Pricing Rate Period with respect to any Transaction, the second (2nd)
London Business Day preceding the first day of such Pricing Rate Period.


 


“Pricing Rate
Period” shall mean, with respect to any Transaction, Remittance Date or Repurchase Date (a) in the case of the first
Pricing Rate Period with respect to any Transaction, the period commencing on and including the Purchase Date for such Transaction
and ending on and excluding the following Remittance Date, and (b) in the case of any subsequent Pricing Rate Period, the period
commencing on and including the immediately preceding Remittance Date and ending on and excluding such Remittance Date; provided,
however, that in no event shall any Pricing Rate Period for a Purchased Asset end subsequent to the Repurchase Date for
such Purchased Asset.


 




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“Primary Servicer”
shall mean Situs Asset Management LLC, or any other primary servicer approved by, or in the case of a termination of Primary Servicer
pursuant to Article 27(c), appointed by Buyer, in each case in Buyer’s sole and absolute discretion. Notwithstanding
any provision to the contrary set forth elsewhere in this Agreement, immediately upon the termination of the Primary Servicing
Agreement, all references in this Agreement to the term “Primary Servicer” shall automatically be changed to the term
“Interim Servicer”.


 


“Primary Servicing
Agreement” shall mean the Servicing Agreement by and between Seller and Primary Servicer dated as of June 18, 2014
and, if any other Primary Servicer is approved by Buyer in its sole and absolute discretion, any servicing agreement with such
other Primary Servicer in respect of the Purchased Assets, which agreement is approved by Buyer in its sole and absolute discretion.


 


“Principal
Proceeds” shall mean, with respect to any Purchased Asset, any scheduled or unscheduled payment or prepayment of principal
(including net sale proceeds) received by the Depository or allocated as principal in respect of any such Purchased Asset.


 


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


 


“Prohibited
Person” shall have the meaning set forth in Article 9(b)(xxxi).


 


“Prohibited
Transferee” shall have the meaning specified in the Fee Letter.


 


“Purchase
Agreement” shall mean any purchase agreement between Seller and any Transferor pursuant to which Seller purchased or
acquired an Asset that is subsequently sold to Buyer hereunder, which Purchase Agreement shall contain a grant of a security interest
in favor of Seller and authorize the filing of UCC financing statements against the Transferor with respect to such Asset.


 


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


 




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


 


“Purchased
Asset” shall mean (i) with respect to any Transaction, the Eligible Asset sold by Seller to Buyer in such Transaction
and (ii) with respect to the Transactions in general, all Eligible Assets sold by Seller to Buyer (other than Purchased Assets
that have been repurchased by Seller).


 


“Purchased
Asset Documents” shall mean, with respect to a Purchased Asset, the documents comprising the Purchased Asset File for
such Purchased Asset.


 


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


 


“Purchased
Asset Schedule” shall mean a schedule of Purchased Assets attached to each Trust Receipt and Custodial Delivery Certificate
containing information substantially similar to the Asset Information.


 


“Purchased
Items” shall have the meaning specified in Article 6(a) of this Agreement.


 


“Qualified
Hedge Counterparty” shall mean, with respect to any Hedging Transaction, any entity, other than an Affiliated Hedge Counterparty,
that (a) qualifies as an “eligible contract participant” as such term is defined in the Commodity Exchange Act (as
amended by the Commodity Futures Modernization Act of 2000), (b) the long-term unsecured debt of which is rated no less than “A+”
by S&P and “A1” by Moody’s and (c) is reasonably acceptable to Buyer; provided, that with respect
to clause (c), if Buyer has approved an entity as a counterparty, it may not thereafter deem such counterparty unacceptable with
respect to any previously outstanding Transaction unless clause (a) or clause (b) no longer applies with respect to such counterparty.


 




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“Quarterly
Reporting Package” shall mean the reporting package described on Exhibit III-B.


 


“Rating Agency”
shall mean any of Fitch, Moody’s, S&P, DBRS, Inc. and Kroll Bond Rating Agency Inc.


 


“Re-direction
Letter” shall mean a letter in the form of Exhibit XVI hereto.


 


“Reference
Banks” shall mean banks each of which shall (i) be a leading bank engaged in transactions in Eurodollar deposits in the
international Eurocurrency market and (ii) have an established place of business in London. Initially, the Reference Banks shall
be JPMorgan Chase Bank, National Association, Barclays Bank, Plc and Deutsche Bank AG. If any such Reference Bank should be unwilling
or unable to act as such or if Buyer shall terminate the appointment of any such Reference Bank or if any of the Reference Banks
should be removed from the Reuters Monitor Money Rates Service or in any other way fail to meet the qualifications of a Reference
Bank, Buyer, in its sole discretion exercised in good faith, may designate alternative banks meeting the criteria specified in
clauses (i) and (ii) above.


 


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


 


“Release Letter”
shall mean a letter substantially in the form of Exhibit XIV hereto (or such other form as may be acceptable to Buyer).


 


“REMIC”
shall mean a real estate mortgage investment conduit, within the meaning of Section 860D(a) of the Code.


 


“Remittance
Date” shall mean the fifteenth (15th) calendar day of each month, or the immediately succeeding Business Day,
if such calendar day shall not be a Business Day, or such other day as is mutually agreed to by Seller and Buyer.


 


“REOC”
shall mean a Real Estate Operating Company within the meaning of Regulation Section 2510.3-101(e) of the Plan Asset Regulations.


 


“Replacement
Guarantor Trigger Event” shall mean, as of any date of determination and as determined by Buyer, (i) any calendar month
during which Guarantor fails to raise additional equity in an amount at least equal to $20,000,000 (determined as of the last Business
Day of such month), or (ii) any time following the purchase of a Purchased Asset with a Maximum Advance Rate determined pursuant
to Schedule IB of the Fee Letter (whether on the Purchase Date or pursuant to an Additional Advance) during which the Guarantor
Minimum Net Worth Test is not satisfied pursuant to clause (i) of such definition.


 


“Repurchase
Date” shall mean, with respect to a Purchased Asset, the earliest to occur of (i) three hundred sixty-four (364)
days from the Purchase Date applicable to such Transaction, or if the Repurchase Date for such Transaction is extended pursuant
to Article 3(y), the date to which it is extended; (ii) any Early Repurchase Date for such Transaction; (iii) the
date set forth in the applicable Confirmation; (iv) the Accelerated Repurchase Date; (v) the Maturity Date; and (vi) the date
that is two (2) Business Days prior to the maturity date of such Purchased Asset (under the related Mortgage Loan Documents) for
such Purchased Asset, without giving effect to any extension of such maturity date, whether by modification, waiver, forbearance
or otherwise (other than extensions at the Underlying Obligor’s option without requiring consent of the Seller) pursuant
to the terms of the Mortgage Loan Documents as such Mortgage Loan Documents existed on the related Purchase Date) that have not
been approved by Buyer in writing in its sole discretion; provided, that, solely with respect to clause (vi), the settlement
with respect to such Repurchase Date and Purchased Asset may occur two (2) Business Days later.


 




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


 


“Repurchase
Obligations” shall have the meaning assigned thereto in Article 6(a).


 


“Repurchase
Price” shall mean, with respect to any Purchased Asset as of any Repurchase Date or any date on which the Repurchase
Price is required to be determined hereunder, the price at which such Purchased Asset is to be transferred from Buyer to Seller;
such price will be determined in each case as the sum of (i) the outstanding Purchase Price of such Purchased Asset (as increased
by any Additional Advance or Future Funding Amount and other additional funds advanced by Buyer in connection with such Purchased
Asset); (ii) the accreted and unpaid Price Differential with respect to such Purchased Asset as of the date of such determination
(other than, with respect to calculations in connection with the determination of a Margin Deficit, accreted and unpaid Price Differential
for the current Pricing Rate Period); (iii) any other amounts due and owing by Seller to Buyer and its Affiliates pursuant to the
terms of this Agreement as of such date; (iv) if such Repurchase Date is not a Remittance Date, except as otherwise expressly
set forth in this Agreement, any Breakage Costs payable in connection with such repurchase other than with respect to the determination
of a Margin Deficit; (v) any amounts that would be payable to (a positive amount) a Qualified Hedge Counterparty under any related
Hedging Transaction, if such Hedging Transaction were terminated on the date of determination, if such determination is in connection
with any calculation of Margin Deficit (and not in connection with a repurchase of a Purchased Asset); and (vi) any amounts that
would be payable to (a positive amount) an Affiliated Hedge Counterparty under any related Hedging Transaction, if such Hedging
Transaction were terminated on the date of determination, if such determination is in connection with any calculation of Margin
Deficit (and not in connection with an actual repurchase of a Purchased Asset). In addition to the foregoing, the Repurchase Price
shall be increased by any Additional Advance or Future Funding Amounts and any other additional funds advanced by or on behalf
of Buyer in connection with such Purchased Asset and decreased by (A) the portion of any Principal Proceeds on such Purchased Asset
that is applied pursuant to Article 5 hereof to reduce such Repurchase Price for such Purchased Asset and (B) any other
amounts paid to Buyer by or on behalf of Seller to reduce such Repurchase Price for such Purchased Asset.


 


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


 


“Requirement
of Law” shall mean any law, treaty, rule, regulation, code, directive, policy, order or requirement or determination
of an arbitrator or a court or other Governmental Authority whether now or hereafter enacted or in effect.


 




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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.


 


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


 


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


 


“Sanctions
Laws and Regulations” shall mean any sanctions, prohibitions or requirements imposed by any executive order or by any
sanctions program administered by OFAC.


 


“Secondary
Market Transaction” shall have the meaning set forth in Article 28(a).


 


“Seller”
shall mean the entity identified as “Seller” in the Recitals hereto and such other sellers as may be approved by Buyer
in its sole discretion from time to time.


 


“Senior Mortgage
Loan” shall mean a performing senior commercial or multifamily fixed or floating rate mortgage loan or A-Note related
to a performing senior commercial or multifamily fixed or floating rate mortgage loan, in each case secured by a first lien on
multifamily or commercial properties.


 


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


 


“Servicer
Notice” shall mean the agreement between Buyer, Seller and Primary Servicer, substantially in the form of Exhibit
XIII hereto, as amended, supplemented or otherwise modified from time to time.


 


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


 


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


 


“Servicing
Rights” shall mean rights of any Person, to administer, service or subservice, the Purchased Assets or to possess related
Servicing Records.


 


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


 


“Significant
Purchased Asset Decision” means any modification or amendment of a Purchased Asset that:


 




    	23



    	 



    

 


(i)          any
modification or waiver of a monetary term of any Purchased Asset or Underlying Mortgage Loan and any modification of, or waiver
that would result in the extension (other than in accordance with the applicable Purchased Asset Documents) or acceleration of
the maturity date of any Purchased Asset or Underlying Mortgage Loan, a reduction in the interest rate or prepayment premium payable
or a deferral or forgiveness of interest on or principal or a modification or waiver of any other monetary term relating to the
timing or amount of any payment of principal and interest (other than default interest) with respect to any Purchased Asset or
Underlying Mortgage Loan and any material modification or waiver of any other material term of any Purchased Asset or Underlying
Mortgage Loan (including, without limitation, any modification, consent to a modification or waiver of any material term of any
intercreditor or similar agreement related to the Purchased Asset or the Underlying Mortgage Loan, or any action to enforce rights
with respect thereto);


 


(ii)         subordinates
the lien priority of the Purchased Asset in question or the payment priority of the Purchased Asset in question other than subordinations
required under the then-existing terms and conditions of the Purchased Asset 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, plats of subdivision and condominium declarations and similar instruments that, in the commercially
reasonable judgment of Seller, do not materially adversely affect the rights and interest of the holder of the Purchased Asset
in question);


 


(iii)        releases
or substitutions of any collateral for the Purchased Asset in question other than releases or substitutions required or permitted
under the then existing Purchased Asset Documents or releases or substitutions in connection with eminent domain or under threat
of eminent domain;


 


(iv)        waives,
amends or modifies any cash management or reserve account requirements of the Purchased Asset other than changes required or permitted
under the then existing Purchased Asset Documents;


 


(v)         waives
any due-on-sale or due-on-encumbrance provisions of the Purchased Asset or Underlying Mortgage Loan in question other than waivers
required to be given under the then existing Purchased Asset Documents;


 


(vi)        waives,
amends or modifies the underlying insurance requirements of the Purchased Asset other than changes required or permitted under
the then existing Purchased Asset Documents;


 


(vii)       any
modification or amendment of, or waiver with respect to, the Purchased Asset that would result in a discounted pay-off of such
Purchased Asset or any Underlying Mortgage Loan;


 


(viii)      any
foreclosure upon or comparable conversion (which may include acquisition of a foreclosed Underlying Mortgaged Property or Mezzanine
Loan Collateral) of the ownership of any Underlying Mortgaged Property or Mezzanine Loan Collateral securing a Purchased Asset
or the related Underlying Mortgage Loan or Mezzanine Loan Collateral or any acquisition of any Underlying Mortgaged Property by
deed-in-lieu of foreclosure;


 




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(ix)         any
Transfer (as defined in the applicable Purchased Asset Document) of any Underlying Mortgaged Property or Mezzanine Loan Collateral
or any portion thereof, or any Transfer (as defined in the applicable Purchased Asset Document) of any direct or indirect ownership
interest in the applicable Mortgagor and, in each case, any documents executed in connection therewith (solely to the extent lender’s
approval is provided for in the applicable Purchased Asset Documents);


 


(x)          any
incurrence of additional debt by any Mortgagor for a Purchased Asset or Underlying Mortgage Loan or any mezzanine financing by
any direct or indirect beneficial owner of any Mortgagor (solely to the extent lender’s approval is provided for in the applicable
Purchased Asset Documents);


 


(xi)         the
voting on any plan of reorganization, restructuring or similar plan in the bankruptcy of any Mortgagor;


 


(xii)        any
release of any Mortgagor or any guarantor from liability with respect to any Purchased Asset or Underlying Mortgage Loan or any
modification to, waiver of any provision of, or release of, any guaranty or indemnity agreement;


 


(xiii)       waiver
of any default or event of default with respect to any Purchased Asset or Underlying Mortgage Loan;


 


(xiv)  
    a modification to the release prices, allocated loan amounts or a material modification to the
provisions in the Purchased Asset Documents for any Purchased Asset or Underlying Mortgage Loan relating to the release of
all or any portion of any Underlying Mortgaged Property;


 


(xv)    
   a material modification to the condominium documents affecting any Underlying Mortgaged Property; or


 


(xvi)   
   the execution, termination, renewal or material modification of any material ground lease affecting any
Underlying Mortgaged Property (solely to the extent lender’s approval is provided for in the applicable Purchased Asset
Documents).


 


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


 


“Subordinate
Eligible Assets” shall mean Eligible Assets described in items (ii) and (iv) of the definition of Eligible Assets.


 


“Subsidiary”
shall mean, as to any Person, a corporation, partnership or other entity of which shares of stock or other ownership interests
having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening
of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity
are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries,
or both, by such Person. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries”
in this Agreement shall refer to a Subsidiary or Subsidiaries of Seller.


 




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“Survey”
shall mean a certified ALTA/ACSM (or applicable state standards for the state in which the collateral is located) survey of the
underlying real estate directly or indirectly securing or supporting such Purchased Asset prepared by a registered independent
surveyor or engineer and in form and content satisfactory to Buyer and the company issuing the Title Policy for such Underlying
Mortgaged Property.


 


“Tangible
Net Worth” shall have the meaning specified in the Guarantee Agreement.


 


“Taxes”
shall mean all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments,
fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.


 


“Title Company”
shall mean a nationally-recognized title insurance company acceptable to Buyer.


 


“Title Policy”
shall have the meaning specified in Exhibit VI.


 


“Transaction”
shall mean a Transaction, as specified in Article 1 of this Agreement and shall include any related Additional Advance and
any related Future Funding Transaction.


 


“Transaction
Documents” shall mean, collectively, this Agreement, any applicable Schedules, Exhibits and Annexes to this Agreement,
the Guarantee Agreement, the Custodial Agreement, each Servicing Agreement, the Depository Agreement, the Pledge and Security Agreement,
all Hedging Transactions, each Servicer Notice, each Re-direction Letter, and all Confirmations and assignment documentation executed
pursuant to this Agreement in connection with specific Transactions.


 


“Transferee”
shall have the meaning set forth in Article 17(a) hereof.


 


“Transferor”
shall mean the seller of an Asset under a Purchase Agreement.


 


“Trust Receipt”
shall mean a trust receipt issued by Custodian to Buyer confirming the Custodian’s possession of certain Purchased Asset
Files that are the property of and held by Custodian for the benefit of Buyer (or any other holder of such trust receipt) or a
bailment arrangement with an Acceptable Attorney or such other counsel or other third party acceptable to Buyer in its sole discretion.


 


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


 


“Underlying
Mortgage Loan” shall mean, in the case of (a) a Participation Interest in a Senior Mortgage Loan, the mortgage loan in
which Seller owns such Participation Interest, (b) a Participation Interest in a Mezzanine Loan, the mortgage loan made to the
borrower whose Capital Stock comprises the security for such Mezzanine Loan and (c) a Mezzanine Loan, the mortgage loan made to
the borrower whose Capital Stock comprises the security for such Mezzanine Loan.


 




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“Underlying
Mortgaged Property” shall mean, in the case of:


 


(a)          a
Senior Mortgage Loan, the real property securing such Senior Mortgage Loan;


 


(b)          a
Junior Mortgage Loan, the real property securing such Junior Mortgage Loan;


 


(c)          a
Mezzanine Loan, the real property that is owned by the Person the Capital Stock in which is pledged as Mezzanine Loan Collateral;


 


(d)          a
Participation Interest in a Senior Mortgage Loan the real property securing the related Underlying Mortgage Loan; and


 


(e)          a
Participation Interest in a Mezzanine Loan, the real property securing the related Underlying Mortgage Loan.


 


“Underwriting
Issues” shall mean, with respect to any Purchased Asset as to which Seller intends to request a Transaction, Additional
Advance or Future Funding Transaction all material information that has come to Seller’s attention that, based on the making
of reasonable inquiries and the exercise of reasonable care and diligence under the circumstances, would be considered a materially
“negative” factor (either separately or in the aggregate with other information), or a defect in loan documentation
or closing deliveries (such as any absence of any Purchased Asset Document(s)), to a reasonable institutional mortgage buyer in
determining whether to originate or acquire the Purchased Asset in question.


 


“U.S. Person”
means a “United States person” within the meaning of Section 7701(a)(30) of the Code.


 


“U.S. Tax
Compliance Certificate” shall have the meaning assigned to such term in Article 3(t)(ii)(B)(3).


 


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


 


All references to articles,
schedules and exhibits are to articles, schedules and exhibits in or to this Agreement unless otherwise specified. The words “hereof,”
“herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement
as a whole and not to any particular provision of this Agreement. All accounting terms not specifically defined herein shall be
construed in accordance with generally accepted accounting principles. References to “good faith” in this Agreement
shall mean “honesty in fact in the conduct or transaction concerned”.


 




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ARTICLE
3.

INITIATION; CONFIRMATION; TERMINATION; FEES; EXTENSION OF MATURITY DATE; EXTENSION OF REPURCHASE DATE


 


Buyer’s agreement
to enter into the initial Transaction hereunder is subject to the satisfaction, immediately prior to or concurrently with the making
of such Transaction, of the condition precedent that Buyer shall have received from Seller payment of an amount equal to all fees
and expenses payable hereunder, and all of the following items, each of which shall be satisfactory in form and substance to Buyer
and its counsel:


 


(a)          The
following documents, delivered to Buyer:


 


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


 


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


 


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


 


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


 


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


 


(vi)        the
Primary Servicing Agreement and the Interim Servicing Agreement, each duly completed and executed by each of the parties thereto;


 


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


 


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


 


(ix)         any
documents relating to any Hedging Transactions;


 




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(x)          opinions
of outside counsel to Seller reasonably acceptable to Buyer (including, but not limited to, those relating to bankruptcy safe harbor,
enforceability, corporate matters, applicability of the Investment Company Act of 1940 to Seller or any Affiliate of Seller, and
security interests);


 


(xi)         good
standing certificates and certified copies of the charters and by-laws (or equivalent documents) of Seller and Guarantor and of
all corporate or other authority for Seller and Guarantor with respect to the execution, delivery and performance of the Transaction
Documents and each other document to be delivered by Seller and Guarantor from time to time in connection herewith (and Buyer may
conclusively rely on such certificate until it receives notice in writing from Seller to the contrary);


 


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


 


(xiii)       Buyer
shall have received payment from Seller of an amount equal to the amount of actual costs and expenses, including, without limitation,
the reasonable fees and expenses of outside counsel to Buyer, incurred by Buyer in connection with the development, preparation
and execution of this Agreement, the other Transaction Documents and any other documents prepared in connection herewith or therewith;


 


(xiv)      Buyer
shall have received payment from Seller, as consideration for Buyer’s agreement to enter into this Agreement, the first installment
of the Structuring Fee, such amount to be paid to Buyer in U.S. Dollars on or prior to the Closing Date, in immediately available
funds, without deduction, setoff or counterclaim; and


 


(xv)       all
such other and further documents, documentation and legal opinions as Buyer in its discretion shall reasonably require.


 


(b)          Buyer’s
agreement to enter into each Transaction (including the initial Transaction) and any Additional Advance or Future Funding Transaction
is subject to the satisfaction of the following further conditions precedent, both immediately prior to entering into such Transaction
and also after giving effect to the consummation thereof and the intended use of the proceeds of the sale:


 


(i)          the
sum of (A) the unpaid Repurchase Price for all prior outstanding Transactions and (B) the requested Purchase Price for
the pending Transaction, in each case, including any Additional Advance or Future Funding Amount, shall not exceed the Maximum
Facility Amount;


 


(ii)         no
Market Disruption Event has occurred and is continuing, no Margin Deficit exists, and no Default or Event of Default has occurred
and is continuing under this Agreement or any other Transaction Document;


 




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(iii)        Seller
shall give Buyer no less than one (1) Business Days prior written notice of (x) each Transaction (including the initial Transaction),
together with a signed, written confirmation in the form of Exhibit I attached hereto prior to each Transaction (a “Confirmation”)
and (y) each Additional Advance and Future Funding Transaction, together with a revised Confirmation for the related Transaction.
Each Confirmation shall describe the Purchased Assets, shall identify Buyer and Seller and shall be executed by both Buyer and
Seller (provided that, in instances where funds are being wired to an account other than 4522325222 at Charter One
Bank, the Confirmation shall be signed by a Responsible Officer of Seller); provided, however, that Buyer shall not
be liable to Seller if it inadvertently acts on a Confirmation that has not been signed by a Responsible Officer of Seller, and
shall set forth (among other things):


 


(A)         the
Purchase Date for the Purchased Assets included in the Transaction;


 


(B)         the
Purchase Price for the Purchased Assets included in the Transaction;


 


(C)         the
Repurchase Date for the Purchased Assets included in the Transaction;


 


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


 


(E)         the
amount of any Additional Advance or Future Funding Amount requested;


 


(F)         the
Applicable Spread; and


 


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


 


(iv)        Buyer
shall have the right to (x) review, as described in Exhibit VIII hereto, the Eligible Assets Seller proposes to sell
to Buyer in any Transaction and to conduct its own due diligence investigation of such Eligible Assets as Buyer determines and
(y) with respect to an Additional Advance, review the related Purchased Asset and to conduct further due diligence investigation
of such Purchased Asset as Buyer determines (each, “Asset Due Diligence”). Buyer shall be entitled to make a
determination, in the exercise of its sole discretion, that, in the case of a Transaction, it shall or shall not purchase any or
all of the assets proposed to be sold to Buyer by Seller or, in the case of an Additional Advance, shall or shall not provide additional
funds to the Seller. On the Purchase Date for the Transaction, which shall be not less than one (1) Business Day following the
final approval of an Eligible Asset by Buyer in accordance with Exhibit VIII hereto, the Eligible Assets shall be transferred
to Buyer or the Custodian on Buyer’s behalf against the transfer of the Purchase Price to an account of Seller. On the Additional
Advance Date for a Purchased Asset, which shall be not less than one (1) Business Day following the final approval of an Additional
Advance by Buyer in accordance with Exhibit VIII hereto, Buyer shall transfer to Seller an amount equal to the amount agreed
to by Buyer in writing as such Additional Advance. Buyer shall inform Seller of its determination with respect to any such proposed
Transaction, Additional Advance solely in accordance with Exhibit VIII attached hereto. Upon the approval by Buyer of a
particular proposed Transaction or Additional Advance, Buyer shall deliver to Seller a signed copy of the related Confirmation
described in clause (iii) above, on or before the scheduled date of the underlying proposed Transaction or Additional Advance,
as applicable. Prior to the approval of each proposed Transaction or Additional Advance by Buyer, as applicable:


 




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(A)         Buyer
shall have (1) determined, in its sole and absolute discretion, that the asset proposed to be sold to Buyer by Seller in such Transaction
or the Purchased Asset related to such Additional Advance, as applicable, is an Eligible Asset, and (2) obtained internal
credit approval, to be granted or denied in Buyer’s sole and absolute discretion, for (x) the inclusion of such Eligible
Asset as a Purchased Asset in a Transaction or (y) the Additional Advance, without regard for any prior credit decisions by Buyer
or any Affiliate of Buyer, and with the understanding that Buyer shall have the absolute right to change any or all of its internal
underwriting criteria at any time, without notice of any kind to Seller;


 


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


 


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


 


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


 


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


 


(F)         Buyer
shall have waived in writing all exceptions in the Requested Exceptions Report;


 


(G)         both
immediately prior to the requested Transaction or Additional Advance, as applicable, and also after giving effect thereto and to
the intended use thereof, the representations and warranties made by Seller in each of Exhibit VI and Article 9
with respect to such Eligible Asset shall be true, correct and complete on and as of such Purchase Date in all respects with the
same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have
been made as of a specific date, as of such specific date);


 


(H)         subject
to Buyer’s right to perform one or more due diligence reviews pursuant to Article 26, Buyer shall have completed
its due diligence review of the Purchased Asset File, and such other documents, records, agreements, instruments, mortgaged properties
or information relating to such Eligible Asset as Buyer in its sole discretion deems appropriate to review and such review shall
be satisfactory to Buyer in its sole discretion and Buyer has consented in writing to the Eligible Asset becoming a Purchased Asset
or the making of an Additional Advance, as applicable;


 




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(I)         with
respect to any Eligible Loan to be purchased hereunder on the related Purchase Date that is not primarily serviced by Interim Servicer
or an Affiliate thereof, Seller shall have provided to Buyer a copy of the related Servicing Agreement, certified as a true, correct
and complete copy of the original, together with a Servicer Notice, fully executed by Seller and the servicer named in the related
Servicing Agreement;


 


(J)         Seller,
regardless of whether this Agreement is executed, shall have paid to Buyer all legal fees and expenses and the reasonable costs
and expenses incurred by Buyer in connection with the entering into of any Transaction or the making of any Additional Advance
hereunder, including, without limitation, costs associated with due diligence, recording or other administrative expenses necessary
or incidental to the execution of any Transaction hereunder, which amounts, at Buyer’s option, may be withheld from the sale
proceeds of any Transaction or Additional Advance hereunder;


 


(K)         Buyer
shall have determined, in its sole and absolute discretion, that no Margin Deficit shall exist, either immediately prior to or
after giving effect to the requested Transaction or Additional Advance;


 


(L)         Buyer
shall have received from Custodian on each Purchase Date an Asset Schedule and Exception Report (as defined in the Custodial Agreement)
with respect to each Eligible Asset, dated the Purchase Date, duly completed and with exceptions acceptable to Buyer in its sole
discretion in respect of Eligible Assets to be purchased hereunder on such Business Day;


 


(M)         Buyer
shall have received from Seller a Release Letter covering each Eligible Asset to be sold to Buyer;


 


(N)         Buyer
shall have reasonably determined that the introduction of, or a change in, any Requirement of Law or in the interpretation or administration
of any Requirement of Law applicable to Buyer has not made it unlawful, and no Governmental Authority shall have asserted that
it is unlawful, for Buyer to enter into Transactions or make Additional Advances;


 


(O)         the
Repurchase Date for such Transaction is not later than the Maturity Date;


 


(P)         Seller
shall have taken such other action as Buyer shall have reasonably requested in order to transfer the Purchased Assets pursuant
to this Agreement and to perfect all security interests granted under this Agreement or any other Transaction Document in favor
of Buyer with respect to the Purchased Assets;


 




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


 


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


 


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


 


(T)         no
“Termination Event”, “Event of Default”, “Potential Event of Default” or any similar event
by Seller, however defined therein, shall have occurred and be continuing under any Hedging Transaction;


 


(U)         the
counterparty to Seller in any Hedging Transaction shall be an Affiliated Hedge Counterparty or a Qualified Hedge Counterparty,
and, in the case of a Qualified Hedge Counterparty, in the event that such counterparty no longer qualifies as a Qualified Hedge
Counterparty, then, at the election of Buyer or Seller shall ensure that such counterparty posts additional collateral in an amount
satisfactory to Buyer under all its Hedging Transactions with Seller, or Seller shall immediately terminate the Hedging Transactions
with such counterparty and enter into new Hedging Transactions with a Qualified Hedge Counterparty;


 


(v)         If
the Purchase Date for such Transaction is to occur on or after December 18, 2014, Buyer shall have received payment from Seller,
as consideration for Buyer’s agreement to enter into such Transaction, the second installment of the Structuring Fee, such
amount to be paid to Buyer in U.S. Dollars on or prior to the date that is six (6) months after the Closing Date, in immediately
available funds, without deduction, setoff or counterclaim; and


 


(vi)        until
such time as Guarantor has satisfied the Guarantor Minimum Net Worth Test pursuant to clause (ii) of such definition, Guarantor
shall have satisfied the Minimum Raised Equity Test.


 


(c)          Buyer’s
agreement to enter into each Future Funding Transaction is subject to the satisfaction of the following conditions precedent, both
immediately prior to entering into such Future Funding Transaction and also after giving effect to the consummation thereof:


 




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(i)          Seller
shall give Buyer written notice of each Future Funding Transaction, together with a signed, written confirmation in the form of
Exhibit XVIII attached hereto prior to each Future Funding Transaction (a “Future Funding Confirmation”),
signed by a Responsible Officer of Seller. Each Future Funding Confirmation shall identify the related Purchased Asset, shall identify
Buyer and Seller and shall be executed by both Buyer and Seller; provided, however, that Buyer shall not be liable
to Seller if it inadvertently acts on a Future Funding Confirmation that has not been signed by a Responsible Officer of Seller,
and shall set forth:


 


(A)         the
Future Funding Date;


 


(B)         the
Future Funding Amount to be funded in such Future Funding Transaction;


 


(C)         the
remaining Future Funding Obligations related to the applicable Asset after giving effect to the future fundings to be made on the
related Future Funding Date (including the Future Funding Amounts) requested in such Future Funding Confirmation;


 


(D)         the
Repurchase Date of the related Purchased Asset;


 


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


 


(F)         the
applicable Advance Rate.


 


(ii)         Buyer
shall have the right to conduct, as described in Exhibit XIX hereto, an additional due diligence investigation of the related
Asset as Buyer determines (“Future Funding Due Diligence”). Buyer shall be entitled to make a determination,
in the exercise of its sole discretion, that, in the case of a Future Funding Transaction, it shall or shall not advance the Future
Funding Amount to Seller or, at Seller’s direction, the related Mortgagor. On the Future Funding Date for the Future Funding
Transaction, which shall occur following the final approval of the Future Funding Transaction by Buyer in accordance with Exhibit
XIX hereto, the Future Funding Amount shall be transferred by Buyer to Seller or, at Seller’s direction, to the related
Mortgagor. Buyer shall inform Seller of its determination with respect to any such proposed Future Funding Transaction solely in
accordance with Exhibit XIX attached hereto. Upon the approval by Buyer of a particular Future Funding Transaction, Buyer
shall deliver to Seller a signed copy of the related Future Funding Confirmation described in clause (i) above, on or before the
scheduled date of the underlying proposed Future Funding Transaction. Prior to the approval of each proposed Future Funding Transaction
by Buyer:


 


(A)         Buyer
shall have (i) determined, in its sole and absolute discretion, that the related Senior Mortgage Loan, Junior Mortgage Loan, Mezzanine
Loan or Participation Interest is not a Defaulted Mortgage Asset, (ii) obtained internal credit approval, to be granted or denied
in Buyer’s sole and absolute discretion, for the advance of the Future Funding Amount related to the Senior Mortgage Loan,
Junior Mortgage Loan, Mezzanine Loan or Participation Interest, without regard for any prior credit decisions by Buyer or any Affiliate
of Buyer, and with the understanding that Buyer shall have the absolute right to change any or all of its internal underwriting
criteria at any time, without notice of any kind to Seller and (iii) fully completed all external legal due diligence;


 




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


 


(C)         both
immediately prior to the requested Future Funding Transaction and also after giving effect thereto and to the intended use thereof,
the representations and warranties made by Seller in each of Exhibit VI and Article 9 of this Agreement, as applicable,
(subject to such exceptions specified in the Requested Exceptions Report that have been approved by Buyer) shall be true, correct
and complete on and as of such Future Funding Date with the same force and effect as if made on and as of such date (or, if any
such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date);


 


(D)         Buyer
shall have completed its Future Funding Due Diligence, and its review of any documents, records, agreements, instruments, mortgaged
properties or information relating to such Purchased Asset as Buyer in its sole discretion deems appropriate to review and such
review shall be satisfactory to Buyer in its sole discretion and Buyer has consented in writing to the advance of funds;


 


(E)         Seller
shall have paid to Buyer all legal fees and expenses and the reasonable out-of-pocket costs and expenses incurred by Buyer in connection
with the entering into of any Future Funding Transaction hereunder, including, without limitation, reasonable costs associated
with due diligence, recording or other administrative expenses necessary or incidental to the execution of any Future Funding Transaction
hereunder;


 


(F)         Buyer
shall have determined, in its sole and absolute discretion, that no Margin Deficit shall exist, either immediately prior to or
after giving effect to the requested Future Funding Transaction;


 


(G)         Buyer
shall have reasonably determined that no introduction of, or a change in, any Requirement of Law or in the interpretation or administration
of any Requirement of Law applicable to Buyer has made it unlawful, and no Governmental Authority shall have asserted that it is
unlawful, for Buyer to enter into Transactions;


 


(H)         Seller
shall have taken any other action as Buyer shall have reasonably requested in order to perfect all security interests granted under
this Agreement or any other Transaction Document in favor of Buyer with respect to the funds to be advanced;


 




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


 


(J)         Seller
shall have delivered to Buyer a certificate of a Responsible Officer of Seller, certifying that the related borrower has met all
conditions required under the related Purchased Asset Documents to be entitled to the advance of the Future Funding Amount.


 


(d)          Upon
the satisfaction of all conditions set forth in Articles 3(a) and (b), Seller shall sell, transfer, convey and assign
to Buyer on a servicing released basis all of Seller’s right, title and interest in and to each Purchased Asset, together
with all related Servicing Rights against the transfer of the Purchase Price to an account of Seller. With respect to any Transaction,
the Pricing Rate shall be determined initially on the Pricing Rate Determination Date applicable to the first Pricing Rate Period
for such Transaction, and shall be reset on the Pricing Rate Determination Date for each of the next succeeding Pricing Rate Periods
for such Transaction. Buyer or its agent shall determine in accordance with the terms of this Agreement the Pricing Rate on each
Pricing Rate Determination Date for the related Pricing Rate Period in Buyer’s sole and absolute discretion, and notify Seller
of such rate for such period each such Pricing Rate Determination Date.


 


(e)          Each
Confirmation and Future Funding Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction
(including any Additional Advance) or Future Funding Transaction, as applicable, covered thereby. In the event of any conflict
between the terms of such Confirmation or Future Funding Confirmation and the terms of this Agreement, other than with respect
to the Advance Rate or the applicable Price Differential set forth in the related Confirmation, this Agreement shall prevail.


 


(f)      
    Seller shall be entitled to terminate a Transaction on demand and repurchase the Purchased Asset
subject to a Transaction in whole but not in part subject on any Business Day prior to the Repurchase Date (an
“Early Repurchase Date”); provided, however, that:


 


(i)          Seller
notifies Buyer in writing of its intent to terminate such Transaction and repurchase such Purchased Asset, setting forth the Early
Repurchase Date and identifying with particularity the Purchased Asset to be repurchased on such Early Repurchase Date, no later
than two (2) Business Days prior to such Early Repurchase Date; provided that, in no event shall Buyer be required to return
to Seller the Purchased Asset File relating to any Purchased Asset repurchased by Seller prior to the fifth (5th) Business
Day following Buyer’s receipt of such notice,


 




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(ii)         on
such Early Repurchase Date, Seller pays to Buyer an amount equal to the sum of (x) the Repurchase Price for the Purchased
Assets, (y) in the case of an Early Repurchase Date as set forth in subclause (i) above, the Exit Fee (provided, however,
that if such repurchase is a result of any costs imposed upon Seller in accordance with Articles 3(h), (i), (k)
or (l), Seller shall not be required to pay an Exit Fee) and (z) any other amounts payable under this Agreement (including,
without limitation, Article 3(j) of this Agreement) with respect to the Purchased Assets against transfer to Seller
or its agent of the Purchased Assets and any related Hedging Transactions, and


 


(iii)        on
such Early Repurchase Date, in addition to the amounts set forth in clause (ii) above, Seller pays to Buyer an amount sufficient
to reduce the Purchase Price for all other Purchased Assets to an amount equal to the Buyer’s Margin Amount for such Purchased
Assets.


 


(g)          On
the Repurchase Date for any Transaction, termination of the Transaction will be effected by transfer to Seller or its agent of
the Purchased Assets being repurchased and any Income in respect thereof received by Buyer (and not previously credited or transferred
to, or applied to the obligations of, Seller pursuant to Article 5 of this Agreement) against the simultaneous transfer
of the Repurchase Price to an account of Buyer. Upon extension of the Maturity Date pursuant to Article 3(n) hereunder,
the Repurchase Date for any Purchased Asset shall be automatically extended to the earlier of (x) the new Maturity Date as
so extended hereunder and (y) the then-existing maturity date (without giving effect to any modification, amendment or extension
thereof pursuant to the related Underlying Mortgage Loan documents) for the related Purchased Asset.


 


(h)          If
prior to the first day of any Pricing Rate Period with respect to any Transaction, (i) Buyer shall have determined in the exercise
of its reasonable business judgment (which determination shall be conclusive and binding upon Seller) that, by reason of circumstances
affecting the relevant market, adequate and reasonable means do not exist for ascertaining LIBOR for such Pricing Rate Period,
or (ii) LIBOR determined or to be determined for such Pricing Rate Period will not adequately and fairly reflect the cost to Buyer
(as determined and certified by Buyer) of making or maintaining Transactions during such Pricing Rate Period, Buyer shall give
written notice thereof to Seller as soon as practicable thereafter. If such notice is given, the Pricing Rate with respect to such
Transaction for such Pricing Rate Period, and for any subsequent Pricing Rate Periods until such notice has been withdrawn by Buyer,
shall be a per annum rate equal to the Federal Funds Rate plus the Applicable Spread (the “Alternative Rate”).


 


(i)        
  Notwithstanding any other provision herein, if the adoption of or any change in any Requirement of Law or Buyer
Compliance Policy or in the interpretation of any such Requirement of Law or Buyer Compliance Policy, the application thereof
or the compliance therewith, in each case whether by a Governmental Authority, by Buyer or by any corporation controlling
Buyer, shall make it unlawful for Buyer to enter into or maintain Transactions, Future Funding Transactions or to make
Additional Advances as contemplated by the Transaction Documents, (a) the commitment of Buyer hereunder to enter into new
Transactions, Future Funding Transactions or to make Additional Advances and to continue Transactions as such shall forthwith
be canceled, and (b) if such adoption or change makes it unlawful to maintain Transactions with a Pricing Rate based on
LIBOR, the Transactions then outstanding shall be converted automatically to Alternative Rate Transactions on the last day of
the then current Pricing Rate Period or within such earlier period as may be required by law. If any such conversion of a
Transaction occurs on a day that is not the last day of the then current Pricing Rate Period with respect to such
Transaction, Seller shall pay to Buyer such amounts, if any, as may be required pursuant to Article 3(m) of
this Agreement.


 




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(j)          Upon
demand by Buyer, Seller shall indemnify Buyer and hold Buyer harmless from any actual, out-of-pocket loss, cost or expense (including,
without limitation, attorneys’ fees and disbursements) that Buyer may sustain or incur as a consequence of (i) any payment
of the Repurchase Price on any day other than a Remittance Date, including Breakage Costs, (ii) Buyer’s enforcement
of the terms of any of the Transaction Documents, (iii) any actions taken to perfect or continue any lien created under any
Transaction Documents, and/or (iv) Buyer entering into any of the Transaction Documents or owning any Purchased Item other
than on account of the intentional acts or negligence or bad faith of Buyer, its employees and/or Affiliates. A certificate as
to such costs, losses, damages and expenses, setting forth the calculations therefor shall be submitted promptly by Buyer to Seller
and shall be prima facie evidence of the information set forth therein.


 


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


 


(i)          shall
subject Buyer to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d)
of the definition of Excluded Taxes and (C) Connection Income Taxes on its loans, loan principal, letters of credit, commitments,
or other obligation, or its deposits, reserves, other liabilities or capital attributable thereto;


 


(ii)         shall
impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by,
deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition
of funds by, any office of Buyer that is not otherwise included in the determination of LIBOR hereunder; or


 


(iii)        shall
impose on Buyer any other condition;


 


and the result of any of the foregoing
is to increase the cost to Buyer, by an amount that Buyer deems, in the exercise of its reasonable business judgment, to be material,
of entering into, continuing or maintaining Transactions or Future Funding Transactions or making Additional Advances or to reduce
any amount receivable under the Transaction Documents in respect of any of the foregoing; then, in any such case, Seller shall
promptly pay Buyer, upon its demand, any additional amounts necessary to compensate Buyer for such increased cost or reduced amount
receivable. Such notification as to the calculation of any additional amounts payable pursuant to this Article 3(k) shall
be submitted by Buyer to Seller and shall be prima facie evidence of such additional amounts. This covenant shall survive the termination
of this Agreement and the repurchase by Seller of any or all of the Purchased Assets.


 




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


 


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


 


(n)          (i)  Notwithstanding
the definition of Maturity Date herein, upon written request of Seller prior to the then current Maturity Date, provided that Buyer
has determined that all of the extension conditions listed in clause (ii) below (collectively, the “Maturity Date Extension
Conditions”) shall have been satisfied, Buyer shall extend the Maturity Date for one (1) period of up to three hundred
sixty-four (364) additional days (the “Extension Period”) by giving notice to Seller of such extension. Notwithstanding
anything to the contrary in this Article 3(n)(i) hereof, in no event shall the Maturity Date be extended for more than one (1)
Extension Period, and in no event shall the Maturity Date be any date after the third anniversary of the Closing Date.


 


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


 




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


 


(B)         Seller
shall have given Buyer written notice, not less than thirty (30) days prior, and no more than one hundred and eighty (180) days
prior to the originally scheduled Maturity Date, of Seller’ desire to extend the Maturity Date;


 


(C)         no
Material Adverse Effect, Margin Deficit, Default or Event of Default under this Agreement shall have occurred and be continuing
as of the date notice is given under subclause (B) above or as of the originally scheduled Maturity Date and no “Termination
Event,” “Event of Default” or “Potential Event of Default” or any similar event by Seller, however
denominated, shall have occurred and be continuing under any Hedging Transaction; and


 


(D)         all
representations and warranties (other than Article 9(b)(x)(D)) shall be true, correct, complete and accurate in all material
respects as of the existing Maturity Date.


 


(iii)        Notwithstanding
any extension to the Maturity Date as described in this Article 3, an extension of the Maturity Date shall not extend
any particular Transaction’s Repurchase Date unless the Repurchase Date for such a Transaction is specifically extended by
agreement of Buyer and Seller in accordance with Article 3(y), and Buyer and Seller execute a new Confirmation containing
the same pricing terms as the original Confirmation and the extended Repurchase Date for the Transaction.


 


(o)          [Reserved.]


 


(p)          Any
and all payments by or on account of any obligation of Seller under this Agreement or any other Transaction Document shall be made
without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the
good faith discretion of an applicable withholding agent) requires the deduction or withholding of any Tax from any such payment
by a withholding agent, then the applicable withholding agent shall be entitled to make such deduction or withholding and shall
timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if
such Tax is an Indemnified Tax, then the sum payable by Seller shall be increased as necessary so that after such deduction or
withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Article 3)
the applicable Buyer or Transferee receives an amount equal to the sum it would have received had no such deduction or withholding
been made.


 


(q)          Seller
shall timely pay (i) any Other Taxes imposed on Seller to the relevant Governmental Authority in accordance with Applicable Law,
and (ii) any Other Taxes imposed on the Buyer or Transferee upon written notice from such Person setting forth in reasonable detail
the calculation of such Other Taxes.


 




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(r)          As
soon as practicable after any payment of Taxes by Seller to a Governmental Authority pursuant to Article 3(p), Article 3(q)
or Article 3(s), Seller shall deliver to Buyer or Transferee, as applicable, the original or a certified copy of a
receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence
of such payment reasonably satisfactory to Buyer or Transferee, as applicable.


 


(s)          Seller
shall indemnify Buyer and each Transferee, within ten (10) days after demand therefor, for the full amount of any Indemnified
Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under Article 3(q) or this
Article 3(s)) payable or paid by Buyer or such Transferee or required to be withheld or deducted from a payment to
such Person and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly
or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability
delivered to Seller by Buyer or such Transferee shall be conclusive absent manifest error.


 


(t)          (i) Any
Buyer or any Transferee that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under
any Transaction Document shall deliver to Seller, at the time or times reasonably requested by Seller, such properly completed
and executed documentation reasonably requested by Seller as will permit such payments to be made without withholding or at a reduced
rate of withholding. In addition, Buyer or Transferee, if reasonably requested by Seller, shall deliver such other documentation
prescribed by applicable law or reasonably requested by Seller as will enable Seller to determine whether or not Buyer or Transferee
is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding
two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Articles 3(t)(ii)(A),
(ii)(B) and (ii)(D) below) shall not be required if in Buyer or Transferee’s reasonable judgment such completion,
execution or submission would subject Buyer or such Transferee to any material unreimbursed cost or expense or would materially
prejudice the legal or commercial position of Buyer or such Transferee.


 


(ii)         Without
limiting the generality of the foregoing:


 


(A)         Buyer
or any Transferee that is a U.S. Person shall deliver to Seller on or prior to the date on which Buyer or such Transferee acquires
an interest under any Transaction Document (and from time to time thereafter upon the reasonable request of Seller), executed originals
of IRS Form W-9 certifying that Buyer and such Transferee is exempt from U.S. federal backup withholding tax;


 


(B)         any
Foreign Buyer shall, to the extent it is legally entitled to do so, deliver to Seller (in such number of copies as shall be requested
by the recipient) on or prior to the date on which such Foreign Buyer acquires an interest under this Agreement (and from time
to time thereafter upon the reasonable request of Seller), whichever of the following is applicable:


 




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(1)         in
the case of a Foreign Buyer claiming the benefits of an income tax treaty to which the United States is a party (x) with respect
to payments of interest under any Transaction Document, executed originals of IRS Form W-8BEN establishing an exemption from,
or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect
to any other applicable payments under any Transaction Document, IRS Form W-8BEN establishing an exemption from, or reduction
of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax
treaty;


 


(2)         executed
originals of IRS Form W-8ECI;


 


(3)         in
the case of a Foreign Buyer claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code,
(x) a certificate substantially in the form of Exhibit XII-1 to the effect that such Foreign Buyer is not a “bank”
within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of Seller within the meaning
of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C)
of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN; or


 


(4)         to
the extent a Foreign Buyer is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI,
IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit XII-2 or Exhibit XII-3,
IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the
Foreign Buyer is a partnership and one or more direct or indirect partners of such Foreign Buyer are claiming the portfolio interest
exemption, such Foreign Buyer may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit XII-4
on behalf of each such direct and indirect partner;


 


(C)         any
Foreign Buyer shall, to the extent it is legally entitled to do so, deliver to Seller (in such number of copies as shall be requested
by the recipient) on or prior to the date on which such Foreign Buyer acquires an interest under this Agreement (and from time
to time thereafter upon the reasonable request of Seller), executed originals of any other form prescribed by applicable law as
a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary
documentation as may be prescribed by applicable law to permit Seller to determine the withholding or deduction required to be
made; and


 


(D)         if
a payment made to Buyer or Transferee under any Transaction Document would be subject to U.S. federal withholding Tax imposed by
FATCA if Buyer or Transferee were to fail to comply with the applicable reporting requirements of FATCA (including those contained
in Section 1471(b) or 1472(b) of the Code, as applicable), Buyer or such Transferee shall deliver to Seller at the time or
times prescribed by law and at such time or times reasonably requested by Seller such documentation prescribed by applicable law
(including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by
Seller as may be necessary for Seller to comply with its obligations under FATCA and to determine that Buyer or Transferee has
complied with Buyer or Transferee's obligations under FATCA or to determine the amount to deduct and withhold from such payment.
Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this
Agreement.


 




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Buyer and each
Transferee agrees that if any form or certification described in items (A), (B), (C) or (D) above it previously delivered expires
or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify Seller in writing
of its legal inability to do so.


 


(u)          If
any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it
has been indemnified pursuant to this Article 3 (including by the payment of additional amounts pursuant to this Article 3),
it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under
this Article 3 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including
Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with
respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party
the amount paid over pursuant to this Article 3(u) (plus any penalties, interest or other charges imposed by the relevant
Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority.
Notwithstanding anything to the contrary in this Article 3(u), in no event will the indemnified party be required to
pay any amount to an indemnifying party pursuant to this Article 3(u) the payment of which would place the indemnified
party in a less favorable net after-Tax position than the indemnified party would have been in if the indemnification payments
or additional amounts giving rise to such refund had never been paid. This paragraph shall not be construed to require any indemnified
party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying
party or any other Person.


 


(v)      
   Each party’s obligations under this Article 3 shall survive any assignment of rights by,
or the replacement of, Buyer or Assignee, the termination of the Agreement and the repayment, satisfaction or discharge of
all obligations under this Agreement.


 


(w)          If
any Buyer or Assignee requests compensation under Article 3 or, if Seller is required to pay any Indemnified Taxes
or additional amounts to any Buyer or any Assignee or any Governmental Authority for the account of any Buyer or Assignee pursuant
to Article 3(k), or if any Buyer or Assignee defaults in its obligations under this Agreement, then Seller may, at
its sole expense and effort, upon notice to such Buyer or Assignee, require such Buyer or Assignee to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in Article 17), all its interests, rights (other
than its existing rights to payments pursuant to Articles 3(k) or (i)) and obligations under this Agreement
to an assignee that shall assume such obligations (which assignee may be another Buyer, if a Buyer accepts such assignment); provided
that (i) such Buyer shall have received payment of an amount equal to the Repurchase Price for all Transactions, Price Differential
accreted with respect thereto, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of
such outstanding Repurchase Price principal and accreted Price Differential and fees) or Seller (in the case of all other amounts)
and (ii) in the case of any such assignment resulting from a claim for compensation under Article 3(k) or payments
required to be made pursuant to Article 3(g), such assignment will result in a reduction in such compensation or payments.
A Buyer or Assignee shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver
by such Buyer or Assignee or otherwise, the circumstances entitling Seller to require such assignment and delegation cease to apply.


 




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(x)          If
at any time prior to the Maturity Date, a non-use fee or other similar charge is assessed against Buyer internally against the
related cost center of the Buyer in connection with any proposed law, rule, regulation, request or directive by any governmental
agency or internal policy, Seller shall, monthly on demand from Buyer, provided that Buyer has then-currently made the same determination
with respect to a similarly situated repurchase customer in a situation where Buyer has similar contractual rights, reimburse Buyer
for the exact amount of each such fee, as and when originally assessed, with each such assessment and payment to be in addition
to the monthly Price Differential payments otherwise due in accordance with the applicable provisions of this Agreement.


 


(y)          If
all of the extension conditions listed in clauses (i) through (iv) of this Article 3(y) (collectively, the
“Repurchase Date Extension Conditions”) shall have been satisfied, Seller may request an extension of the Repurchase
Date for a Transaction for one (1) period of up to three hundred sixty-four (364) additional days by giving notice to Buyer of
such extension and Buyer shall extend the then-current Repurchase Date for a Transaction; provided that in no event shall
the Repurchase Date for any Transaction be extended beyond the Maturity Date. For purposes of the preceding sentence, the Repurchase
Date Extension Conditions shall be deemed to have been satisfied if:


 


(i)          Seller
shall have given Buyer written notice, not less than thirty (30) days prior but no more than ninety (90) days prior to the originally
scheduled Repurchase Date, of Seller’s desire to extend the Repurchase Date; and if Seller fails to give such notice, Seller
shall be deemed to have elected not to extend the Repurchase Date;


 


(ii)         no
Margin Deficit shall exist, and no Default or Event of Default under this Agreement shall have occurred and be continuing as of
the date notice is given under clause (i) above or as of the originally scheduled Repurchase Date and no “Termination
Event,” “Event of Default” or “Potential Event of Default” or any similar event by Seller, however
denominated, shall have occurred and be continuing under any Hedging Transaction required to be assigned hereunder;


 


(iii)        on
the originally-scheduled Repurchase Date, Seller pays to Buyer, on account of such Purchased Asset, an amount sufficient to reduce
the Repurchase Price for each Purchased Asset to the Buyer’s Margin Amount; and


 


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


 




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(z)          (i)
If at any time Additional Advance Capacity exists for a related Purchased Asset, Seller may request one (1) Additional Advance
in a specified amount up to the Additional Advance Capacity for such Purchased Asset; provided (i) no Margin Deficit, Market
Disruption Event, Default or Event of Default exists, (ii) Guarantor is in full compliance with all of the financial covenants
and all of its other obligations, as set forth in the Guarantee Agreement, and (iii) Seller has met all of the conditions and obligations
with respect to entering into a new Transaction as if such Additional Advance were a new Transaction. In addition, Seller shall
deliver to Buyer a description of any material change with respect to the Purchased Asset or the Underlying Mortgaged Property,
Underlying Mortgage Loan, Underlying Mezzanine Loan, Mezzanine Collateral or other Collateral securing such Purchased Asset, as
applicable together with such new or updated Asset Diligence Package with respect thereto as Buyer requests. Buyer shall have the
opportunity to re-evaluate any such Purchased Asset and determine its Market Value and, if Seller and Buyer agree on such increase,
Buyer shall pay to Seller the additional Purchase Price with respect to such Purchased Asset and the Additional Advance Capacity
(if any remains) shall be recalculated taking into account such increase. In connection with any such Additional Advance, prior
to the Additional Advance Date, Seller shall prepare and deliver to Buyer an amended and restated Confirmation reflecting such
Additional Advance. Notwithstanding any other provision herein or in any other Transaction Document, Buyer shall not be obligated
to fund any Additional Advance and may decline to make an Additional Advance for any or no reason in its sole and absolute discretion.


 


(ii)         In
connection with any such Additional Advance, Buyer and Seller shall execute and deliver to each other an updated Confirmation setting
forth the new outstanding Purchase Price, Advance Rate and Applicable Spread with respect to such Transaction.


 


(iii)        No
decision on the part of Buyer to make an Additional Advance shall be deemed to be a waiver of any covenant, representation or warranty
or other obligation of Seller contained herein.


 


(iv)        The
limitation to one (1) Additional Advance specified in this Article 3(z) shall not otherwise limit Seller’s ability
to request one or more Future Funding Transactions for a Purchased Asset to the extent Seller would otherwise have been permitted
to make such request in accordance with the terms of this Agreement.


 


ARTICLE
4.

MARGIN MAINTENANCE


 


(a)          If
at any time on any date the Buyer’s Margin Amount for any Purchased Asset is less than the Repurchase Price for such Purchased
Asset (a “Margin Deficit”), then Buyer may by notice to Seller in the form of Exhibit X (a “Margin
Deficit Notice”) require Seller to, at Seller’s option, no later than three (3) Business Days following the receipt
of a Margin Deficit Notice (the “Margin Deadline”) to the extent such Margin Deficit equals or exceeds the Minimum
Transfer Amount (taking into account all Margin Deficits in the aggregate for such date), (i) repurchase such Purchased Asset at
its respective Repurchase Price, (ii) make a payment in reduction of the Purchase Price of such Purchased Asset, or in lieu of
a payment in reduction such Purchase Price, deliver Cash Equivalents, subject to Buyer’s reasonable satisfaction as additional
posted collateral, or (iii) choose any combination of the foregoing, such that, after giving effect to such transfers, repurchases
and payments, Buyer’s Margin Amount for each Purchased Asset, considered individually, shall be equal to or greater than
the related Repurchase Price for each such Purchased Asset. In connection with the delivery of Cash Equivalents in accordance with
clause (ii) above, Seller shall deliver to Buyer any additional documents (including, without limitation, to the extent
not covered by any previously delivered legal opinions, one or more opinions of counsel reasonably satisfactory to Buyer) and take
any actions reasonably necessary in Buyer’s discretion for Buyer to have a first priority, perfected security interest in
such Cash Equivalents.


 




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(b)          The
failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions
to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller and Buyer each agree that a failure
or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise
existing by law or in any way create additional rights for Seller.


 


ARTICLE
5.

INCOME PAYMENTS AND PRINCIPAL PROCEEDS


 


(a)          The
Depository Account shall be established at the Depository and shall be subject to the Depository Agreement concurrently with the
execution and delivery of this Agreement by Seller and Buyer. Pursuant to the Depository Agreement, Buyer shall have sole dominion
and control (including “control” within the meaning of the UCC (as defined in Article 6(c) below)) over the
Depository Account. The Depository Account shall, at all times, be subject to the Depository Agreement. All Income or other amounts
in respect of the Purchased Assets, as well as any interest received from the reinvestment of such Income or other amounts, shall
be deposited directly by the applicable Mortgagor into the Depository Account in accordance with the Re-direction Letter. Depository
shall then apply such Income in accordance with the applicable provisions of Articles 5(c) through 5(e)
of this Agreement.


 


(b)          Contemporaneously
with the sale to Buyer of any Purchased Asset, Seller shall deliver to each servicer and/or paying agent and/or similar person
with respect to each Purchased Asset an irrevocable direction letter in the form of Exhibit XVI (the “Re-direction
Letter”), instructing such servicer, paying agent and/or similar person with respect to such Purchased Asset to pay all
amounts payable under the related Purchased Asset into the Depository Account; provided, that with respect to any Purchased
Asset that is a Mezzanine Loan or a Participation Interest in a Mezzanine Loan, in the event that the related Underlying Mortgage
Loan is repaid in full prior to the payment in full of such Purchased Asset, the Seller shall send a Re-direction Letter to the
related Mortgagor within one (1) Business Day of notice of the repayment of the related Underlying Mortgage Loan. If a servicer,
paying agent or similar person with respect to the Purchased Asset forwards any Income or other amounts with respect to a Purchased
Asset to Seller or any Affiliate of Seller rather than directly into the Depository Account, Seller shall, or shall cause such
Affiliate to, (i) deliver an additional Re-direction Letter to the applicable servicer, paying agent or similar person with
respect to the Purchased Asset and make other best efforts to cause such servicer or paying agent with respect to the Purchased
Asset to forward such amounts directly to the Depository Account and (ii) deposit in the Depository Account any such amounts
within one (1) Business Day of Seller’s (or its Affiliate’s) receipt thereof.


 




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


 


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


 


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


 


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


 


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


 


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


 


(i)          first,
pro rata, (A) to Buyer, until the Purchase Price for such Purchased Asset has been reduced to the Buyer’s Margin Amount
for such Purchased Asset as of the date of such payment (as determined by Buyer after giving effect to such Principal Proceeds
and application of net sales proceeds, if applicable) and (B) solely with respect to any Hedging Transaction with an Affiliated
Hedge Counterparty related to such Purchased Asset, to such Affiliated Hedge Counterparty an amount equal to any accrued and unpaid
breakage costs or termination payments under such Hedging Transaction related to such Purchased Asset;


 


(ii)         second,
to Buyer, an amount equal to any other amounts due and owing to Buyer or its Affiliates under any Transaction Document (including
any outstanding Margin Deficits); and


 


(iii)        third,
to Seller, any remainder.


 


(e)          If
an Event of Default shall have occurred and be continuing or during any Cash Sweep Trigger Period, all Income (including, without
limitation, any Principal Proceeds or any other amounts received, without regard to their source) or any other amounts received
by the Depository in respect of a Purchased Asset shall be applied by the Depository on the Business Day next following the Business
Day on which such funds are deposited in the Depository Account in the following order of priority:


 




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


 


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


 


(iii)        third,
to Buyer, on account of the Repurchase Price of such Purchased Asset until the Repurchase Price for such Purchased Asset has been
reduced to zero;


 


(iv)        fourth,
to Buyer, on account of the Repurchase Price of all other Purchased Assets until the Repurchase Price for all such other Purchased
Assets has been reduced to zero;


 


(v)         fifth,
to Buyer, an amount equal to any other amounts due and owing to Buyer or its Affiliates under any Transaction Document; and


 


(vi)        sixth,
to the Seller, any remainder.


 


ARTICLE
6.

SECURITY INTEREST


 


(a)          Buyer
and Seller intend that the Transactions hereunder be sales to Buyer of the Purchased Assets and not loans from Buyer to Seller
secured by the Purchased Assets. However, in order to preserve Buyer’s rights under this Agreement in the event that a court
or other forum recharacterizes the Transactions hereunder as loans and as security for the performance by Seller of all of Seller’s
obligations to Buyer under the Transaction Documents and the Transactions entered into hereunder, or in the event that a transfer
of a Purchased Asset is otherwise ineffective to effect an outright transfer of such Purchased Asset to Buyer, Seller hereby assigns,
pledges and grants a security interest in all of its right, title and interest in, to and under the Purchased Items (as defined
below) to Buyer to secure the payment of the Repurchase Price on all Transactions to which it is a party and all other amounts
owing by Seller or Seller’s Affiliates to Buyer and any of Buyer’s Affiliates hereunder, including, without limitation,
amounts owing pursuant to Article 25, and under the other Transaction Documents, including any obligations of Seller under
any Hedging Transaction entered into with any Affiliated Hedge Counterparty (including, without limitation, all amounts anticipated
to be paid to Buyer by an Affiliated Hedge Counterparty as provided for in the definition of Repurchase Price or otherwise) and
to secure the obligation of Seller or its designee to service the Purchased Assets in conformity with Article 27 and
any other obligation of Seller to Buyer (collectively, the “Repurchase Obligations”). Seller hereby acknowledges
and agrees that each Purchased Asset and Hedging Transaction serves as collateral for the Buyer under this Agreement and that Buyer
has the right to realize on any or all of the Purchased Assets in order to satisfy the Seller’s obligations hereunder. Seller
agrees to mark its computer records and tapes to evidence the interests granted to Buyer hereunder. All of Seller’s right,
title and interest in, to and under each of the following items of property, whether now owned or hereafter acquired, now existing
or hereafter created and wherever located, is hereinafter referred to as the “Purchased Items”:


 




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(i)          the
Purchased Assets and all “securities accounts” (as defined in Article 8-501(a) of the UCC) to which any or all
of the Purchased Assets are credited;


 


(ii)         any
and all interests of Seller in, to and under the Depository Account and all monies from time to time on deposit in the Depository
Account;


 


(iii)        any
cash or Cash Equivalents delivered to Buyer in accordance with Article 4(a);


 


(iv)        the
Purchased Asset Documents, Servicing Agreements, Servicing Records, Servicing Rights, all servicing fees relating to the Purchased
Assets, insurance policies relating to the Purchased Assets, and collection and escrow accounts and letters of credit relating
to the Purchased Assets;


 


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


 


(vi)        all
“general intangibles”, “accounts”, “chattel paper”, “investment property”, “instruments”,
“securities accounts” and “deposit accounts”, each as defined in the UCC, relating to or constituting any
and all of the foregoing;


 


(vii)       any
other items, amounts, rights or properties transferred or pledged by Seller to Buyer under any of the Transaction Documents; and


 


(viii)      all
replacements, substitutions or distributions on or proceeds, payments, Income and profits of, and records (but excluding any financial
models or other proprietary information) and files relating to any and all of any of the foregoing.


 


(b)          Buyer
agrees to act as agent for and on behalf of the Affiliated Hedge Counterparties with respect to the security interest granted hereby
to secure the obligations owing to the Affiliated Hedge Counterparties under any Hedging Transactions, including, without limitation,
with respect to the Purchased Assets and the Purchased Asset Files held by the Custodian pursuant to the Custodial Agreement.


 




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(c)          Buyer’s
security interest in the Purchased Items shall terminate only upon termination of Seller’s obligations under this Agreement
and the other Transaction Documents, all Hedging Transactions and the documents delivered in connection herewith and therewith.
Upon such termination, Buyer shall deliver to Seller such UCC termination statements and other release documents as may be commercially
reasonable and return the Purchased Assets to Seller and reconvey the Purchased Items to Seller and release its security interest
in the Purchased Items. For purposes of the grant of the security interest pursuant to this Article 6, this Agreement shall
be deemed to constitute a security agreement under the New York Uniform Commercial Code (the “UCC”). Buyer shall
have all of the rights and may exercise all of the remedies of a secured creditor under the UCC and the other laws of the State
of New York. In furtherance of the foregoing, (a) Buyer, at Seller’s sole cost and expense, as applicable, shall cause to
be filed in such locations as may be necessary to perfect and maintain perfection and priority of the security interest granted
hereby, UCC financing statements and continuation statements (collectively, the “Filings”), and shall forward
copies of such Filings to Seller upon the filing thereof, and (b) Seller shall from time to time take such further actions as may
be requested by Buyer to maintain and continue the perfection and priority of the security interest granted hereby (including marking
its records and files to evidence the interests granted to Buyer hereunder). For the avoidance of doubt, Buyer’s security
interest in any particular Purchased Asset shall not terminate until Seller has fully paid the related Repurchase Price. In connection
with the security interests granted pursuant to this Agreement, Seller authorizes the filing of UCC financing statements describing
the collateral as “all assets of Seller, whether now owned or existing or hereafter acquired or arising and wheresoever located,
and all proceeds and products thereof” or other similar language to that effect.


 


(d)          Seller
acknowledges that neither it nor Guarantor has any right to service the Purchased Assets but only has rights as a party to the
Primary Servicing Agreement, the Interim Servicing Agreement or any other servicing agreement with respect to the Purchased Assets.
Without limiting the generality of the foregoing and in the event that Seller or Guarantor is deemed to retain any residual Servicing
Rights, and for the avoidance of doubt, each of Seller and Guarantor grants, assigns and pledges to Buyer a security interest in
the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or
hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit
enhancement related to the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) of the Bankruptcy
Code.


 


ARTICLE
7.

PAYMENT, TRANSFER AND CUSTODY


 


(a)          On
the Purchase Date for each Transaction, (i) ownership of and title to the Purchased Asset shall be transferred to Buyer or its
designee (including the Custodian) against the simultaneous transfer of the Purchase Price in immediately available funds to an
account of Seller specified in the Confirmation relating to such Transaction and (ii) Seller hereby sells, transfers, conveys and
assigns to Buyer on a servicing-released basis all of Seller’s right, title and interest in and to such Purchased Asset,
together with all related Servicing Rights. Subject to this Agreement, Seller may sell to Buyer, repurchase from Buyer and re-sell
Eligible Assets to Buyer, but may not substitute other Eligible Assets for Purchased Assets. Buyer has the right to designate each
Servicer of the Purchased Assets; the Servicing Rights and other servicing provisions under this Agreement are not severable from
or to be separated from the Purchased Assets under this Agreement; and, such Servicing Rights and other servicing provisions of
this Agreement constitute (a) “related terms” under this Agreement within the meaning of Section 101(47)(A)(i)
of the Bankruptcy Code and/or (b) a security agreement or other arrangement or other credit enhancement related to the Transaction
Documents.


 




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(b)          (i)  With
respect to each Transaction, Seller shall deliver or cause to be delivered to Buyer or its designee the Custodial Delivery Certificate
in the form attached hereto as Exhibit IV, provided, that notwithstanding the foregoing, upon request of Seller,
Buyer in its sole but good faith discretion may elect to permit Seller to make such delivery by not later than the third (3rd)
Business Day after the related Purchase Date, so long as Seller causes an Acceptable Attorney, Title Company or other Person acceptable
to Buyer to deliver to Buyer and the Custodian a Bailee Letter on or prior to such Purchase Date. Subject to Article 7(c),
in connection with each sale, transfer, conveyance and assignment of a Purchased Asset, on or prior to each Purchase Date with
respect to such Purchased Asset, Seller shall deliver or cause to be delivered and released to the Custodian each document as specified
in the Asset File (as defined in the Custodial Agreement, and collectively, the “Purchased Asset File”), pertaining
to each of the Purchased Assets identified in the Custodial Delivery Certificate delivered therewith, together with any other documentation
in respect of such Purchased Asset requested by Buyer, in Buyer’s sole but good faith discretion.


 


(ii)         With
respect to each Additional Advance and/or Future Funding Transaction, Seller shall deliver or cause to be delivered to Buyer or
its designee an updated Custodial Delivery Certificate that includes any additional copies or original documents delivered and/or
executed in connection with any such Additional Advance or Future Funding Transaction, as applicable, as specified in the Asset
File (as defined in the Custodial Agreement), pertaining to each of the Purchased Assets identified in the Custodial Delivery Certificate
delivered therewith, together with any other documentation in respect of such Purchased Asset requested by Buyer, in Buyer’s
sole discretion, provided, that notwithstanding the foregoing, upon request of Seller, Buyer in its sole but good faith
discretion may elect to permit Seller to make such delivery by not later than the third (3rd) Business Day after the
Additional Advance Date or Future Funding Date, as applicable, so long as Seller causes an Acceptable Attorney, Title Company or
other Person acceptable to Buyer to deliver to Buyer and the Custodian a Bailee Letter on or prior to such date. Subject to Article 7(c),
on or prior to that date of an Additional Advance or Future Funding Transaction, as applicable, Seller shall deliver or cause to
be delivered and released to the Custodian a copy or original of each additional document delivered and/or executed in connection
with each such Additional Advance or Future Funding Transaction, as applicable, as specified in the Asset File (as defined in the
Custodial Agreement), pertaining to each of the Purchased Assets identified in the Custodial Delivery Certificate delivered therewith,
together with any other documentation in respect of such Purchased Asset requested by Buyer, in Buyer’s sole but good faith
discretion.


 




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(c)          From
time to time, Seller shall forward to the Custodian additional original documents or additional documents evidencing any assumption,
modification, consolidation or extension of a Purchased Asset approved in accordance with the terms of this Agreement (including
without limitation in connection with an Additional Advance or Future Funding Transaction), and upon receipt of any such other
documents, the Custodian shall hold such other documents as Buyer shall request from time to time. With respect to any documents
that have been delivered or are being delivered to recording offices for recording and have not been returned to Seller in time
to permit their delivery hereunder at the time required, in lieu of delivering such original documents, Seller shall deliver to
Buyer a true copy thereof with an officer’s certificate certifying that such copy is a true, correct and complete copy of
the original, which has been transmitted for recordation. Seller shall deliver such original documents to the Custodian promptly
when they are received. With respect to all of the Purchased Assets delivered by Seller to Buyer or its designee (including the
Custodian), Seller shall execute an omnibus power of attorney substantially in the form of Exhibit V attached hereto irrevocably
appointing Buyer its attorney-in-fact with full power to (i) complete the endorsements of the Purchased Assets, including
without limitation the Mortgage Notes and Assignments of Mortgages, Mezzanine Notes, Participation Certificates and assignments
of participation interests and any transfer documents related thereto, (ii) record the Assignments of Mortgages, (iii) prepare
and file and record each assignment of mortgage, (iv) take any action (including exercising voting and/or consent rights) with
respect to Participation Interests, Mezzanine Loans, or intercreditor or participation agreements, (v) complete the preparation
and filing, in form and substance satisfactory to Buyer, of such financing statements, continuation statements, and other UCC forms,
as Buyer may from time to time, reasonably consider necessary to create, perfect, and preserve Buyer’s security interest
in the Purchased Assets, (vi) enforce Seller’s rights under the Purchased Assets purchased by Buyer pursuant to this
Agreement and to, and (vii) take such other steps as may be necessary or desirable to enforce Buyer’s rights against,
under or with respect to such Purchased Assets and the related Purchased Asset Files and the Servicing Records. Buyer shall deposit
the Purchased Asset Files representing the Purchased Assets, or direct that the Purchased Asset Files be deposited directly, with
the Custodian. The Purchased Asset Files shall be maintained in accordance with the Custodial Agreement. If a Purchased Asset File
is not delivered to Buyer or its designee (including the Custodian), such Purchased Asset File shall be held in trust by Seller
or its designee for the benefit of Buyer as the owner thereof. Seller or its designee shall maintain a copy of the Purchased Asset
File and the originals of the Purchased Asset File not delivered to Buyer or its designee. The possession of the Purchased Asset
File by Seller or its designee is at the will of Buyer for the sole purpose of servicing the related Purchased Asset, and such
retention and possession by Seller or its designee is in a custodial capacity only. The books and records (including, without limitation,
any computer records or tapes) of Seller or its designee shall be marked appropriately to reflect clearly the sale of the related
Purchased Asset to Buyer. Seller or its designee (including the Custodian) shall release its custody of the Purchased Asset File
only in accordance with written instructions from Buyer, unless such release is required as incidental to the servicing of the
Purchased Assets, is in connection with a repurchase of any Purchased Asset by Seller or as otherwise required by law.


 


(d)          Subject
to clause (f) below, Buyer hereby grants to Seller a revocable option to direct Buyer with respect to the exercise of all
voting and corporate rights with respect to the Purchased Assets and to vote, take corporate actions and exercise any rights in
connection with the Purchased Assets, so long as no Event of Default has occurred and is continuing. Such revocable option is not
evidence of any ownership or other interest or right of Seller in any Purchased Asset. Upon the occurrence and during the continuation
of an Event of Default, and in each case subject to the provisions of the Purchased Asset Documents, the revocable option discussed
above shall be deemed to automatically terminate and Buyer shall be entitled to exercise all voting and corporate rights with respect
to the Purchased Assets without regard to Seller’s instructions (including, but not limited to, if an Act of Insolvency shall
occur with respect to Seller, to the extent Seller controls or is entitled to control selection of any servicer, Buyer may transfer
any or all of such servicing to an entity satisfactory to Buyer).


 




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


 


(f)          Notwithstanding
the rights granted to Seller pursuant to clause (d) above, Seller shall not, and shall not permit Interim Servicer,
Primary Servicer or any other servicer or asset manager of any Purchased Asset to make any Significant Purchased Asset Decision,
without the prior written consent of Buyer.


 


ARTICLE
8.

SALE, TRANSFER, HYPOTHECATION OR PLEDGE OF PURCHASED ASSETS


 


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


 


(b)          Nothing
contained in this Agreement or any other Transaction Document shall obligate Buyer to segregate any Purchased Assets delivered
to Buyer by Seller. Notwithstanding anything to the contrary in this Agreement or any other Transaction Document, no Purchased
Asset shall remain in the custody of Seller or an Affiliate of Seller.


 




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ARTICLE
9.

REPRESENTATIONS AND WARRANTIES


 


(a)          Each
of Buyer and Seller represents and warrants to the other that (i) it is duly authorized to execute and deliver this Agreement,
to enter into Transactions contemplated hereunder and to perform its obligations hereunder and has taken all necessary action to
authorize such execution, delivery and performance, (ii) it will engage in such Transactions as principal (or, if agreed in writing,
in the form of an annex hereto or otherwise, in advance of any Transaction by the other party hereto, as agent for a disclosed
principal), (iii) the person signing this Agreement on its behalf is duly authorized to do so on its behalf (or on behalf of any
such disclosed principal), (iv) it has obtained all authorizations of any Governmental Authority required in connection with this
Agreement and the Transactions hereunder and such authorizations are in full force and effect, (v) the execution, delivery and
performance of this Agreement and the Transactions hereunder will not violate any Requirement of Law applicable to it or its organizational
documents or any agreement by which it is bound or by which any of its assets are affected and (vi) it has not dealt with any broker,
investment banker, agent, or other Person (other than Buyer or an Affiliate of Buyer in the case of Seller) who may be entitled
to any commission or compensation in connection with the sale of Purchased Assets pursuant to any of the Transaction Documents.
On the Purchase Date for any Transaction for the purchase of any Purchased Assets by Buyer from Seller and any Transaction hereunder
and at all times while this Agreement and any Transaction thereunder is in effect, Buyer and Seller shall each be deemed to repeat
all the foregoing representations made by it.


 


(b)          In
addition to the representations and warranties in Article 9(a) above, Seller represents and warrants to Buyer as of the
date of this Agreement and will be deemed to represent and warrant to Buyer as of the Purchase Date for the purchase of any Purchased
Assets by Buyer from Seller and any Transaction thereunder and covenants that at all times while this Agreement and any Transaction
thereunder is in effect, unless otherwise stated herein:


 


(i)          Organization.
Seller is duly organized, validly existing and in good standing under the laws and regulations of the jurisdiction of Seller’s
incorporation or organization, as the case may be, and is duly licensed, qualified, and in good standing in every state where such
licensing or qualification is necessary for the transaction of Seller’s business, except where failure to so qualify could
not be reasonably likely to have a Material Adverse Effect. Seller has the power to own and hold the assets it purports to own
and hold, and to carry on its business as now being conducted and proposed to be conducted, and has the power to execute, deliver,
and perform its obligations under this Agreement and the other Transaction Documents.


 


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


 




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(iii)        Ability
to Perform. Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every
covenant contained in the Transaction Documents applicable to it to which it is a party.


 


(iv)        Non-Contravention.
Neither the execution and delivery of the Transaction Documents, nor consummation by Seller of the transactions contemplated by
the Transaction Documents (or any of them), nor compliance by Seller with the terms, conditions and provisions of the Transaction
Documents (or any of them) will conflict with or result in a breach of any of the terms, conditions or provisions of (A) the
organizational documents of Seller, (B) any contractual obligation to which Seller is now a party or the rights under which
have been assigned to Seller or the obligations under which have been assumed by Seller or to which the assets of Seller are subject
or constitute a default thereunder, or result thereunder in the creation or imposition of any lien upon any of the assets of Seller,
other than pursuant to the Transaction Documents, (C) any judgment or order, writ, injunction, decree or demand of any court
applicable to Seller, or (D) any applicable Requirement of Law, in the case of clauses (B) or (C)
above, to the extent that such conflict or breach would have a Material Adverse Effect upon Seller’s ability to perform its
obligations hereunder.


 


(v)         Litigation;
Requirements of Law. As of the date hereof and as of the Purchase Date for any Transaction hereunder, there is no action, suit,
proceeding, investigation, or arbitration pending or threatened against Seller, Parent or Guarantor or any of their respective
assets, nor is there any action, suit, proceeding, investigation, or arbitration pending or threatened against Seller, Parent or
Guarantor that may result in any Material Adverse Effect. Seller, Parent and Guarantor are each in compliance in all material respects
with all Requirements of Law, and no Purchased Asset contravenes any Requirements of Law. None of Seller, Parent or Guarantor is
in default in any material respect with respect to any judgment, order, writ, injunction, decree, rule or regulation of any arbitrator
or Governmental Authority.


 


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


 


(vii)       Good
Title to Purchased Assets. Immediately prior to the purchase of any Purchased Assets by Buyer from Seller, such Purchased Assets
are free and clear of any lien, encumbrance or impediment to transfer (including any “adverse claim” as defined in
Article 8-102(a)(1) of the UCC), and Seller is the record and beneficial owner of and has good and marketable title to and the
right to sell and transfer such Purchased Assets to Buyer and, upon transfer of such Purchased Assets to Buyer, Buyer shall be
the owner of such Purchased Assets free of any adverse claim. In the event the related Transaction is recharacterized as a secured
financing of the Purchased Assets, the provisions of this Agreement are effective to create in favor of Buyer a valid security
interest in all rights, title and interest of Seller in, to and under the Purchased Assets and Buyer shall have a valid, perfected
first priority security interest in the Purchased Assets (and without limitation on the foregoing, Buyer, as entitlement holder,
shall have a “security entitlement” to the Purchased Assets).


 




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(viii)      No
Decline in Market Value; No Margin Deficit; No Defaults. Seller is not aware of any post-Transaction facts or circumstances
that are reasonably likely to cause or have caused the Market Value of any Purchased Asset to decline. No Margin Deficit exists
and no Default or Event of Default has occurred or exists under or with respect to the Transaction Documents. Seller has delivered
to Buyer copies of all credit facilities, repurchase facilities and substantially similar facilities of Seller that are presently
in effect, and no default or event of default (however defined) on the part of Seller exists thereunder. exists thereunder. No
default or event of default (however defined) on the part of Guarantor exists under any credit facility, repurchase facility or
substantially similar facility that is presently in effect, to which Guarantor is a party.


 


(ix)         Authorized
Representatives. The duly authorized representatives of Seller are listed on, and true signatures of such authorized representatives
are set forth on, Exhibit II attached to this Agreement.


 


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


 


(A)         As
of the date hereof, Seller has not assigned, pledged, or otherwise conveyed or encumbered any Purchased Asset to any other Person,
and immediately prior to the sale of such Purchased Asset to Buyer, Seller was the sole owner of such Purchased Asset and had good
and marketable title thereto, free and clear of all liens, in each case except for (1) liens to be released simultaneously with
the sale to Buyer hereunder and (2) liens granted by Seller in favor of the counterparty to any Hedging Transaction, solely to
the extent such liens are expressly subordinate to the rights and interests of Buyer hereunder.


 


(B)         The
provisions of this Agreement and the related Confirmation are effective to either constitute a sale of Purchased Items to Buyer
or to create in favor of Buyer a legal, valid and enforceable security interest in all right, title and interest of Seller in,
to and under the Purchased Items.


 


(C)         Upon
receipt by the Custodian of each Mortgage Note, Mezzanine Note, or Participation Certificate, endorsed in blank by a duly authorized
officer of Seller, either a purchase shall have been completed by Buyer of such Mortgage Note, Mezzanine Note or Participation
Certificate, as applicable, or Buyer shall have a valid and fully perfected first priority security interest in all right, title
and interest of Seller in the Purchased Items described therein.


 


(D)         Each
of the representations and warranties made in respect of the Purchased Assets pursuant to Exhibit VI are true, complete
and correct, except to the extent disclosed in a Requested Exceptions Report.


 




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(E)         Upon
the filing of financing statements on Form UCC-1 naming Buyer as “Secured Party”, Seller as “Debtor”
and describing the Purchased Items, in the jurisdiction and recording office listed on Exhibit XI attached hereto, the security
interests granted hereunder in that portion of the Purchased Items which can be perfected by filing under the UCC will constitute
fully perfected security interests under the UCC in all right, title and interest of Seller in, to and under such Purchased Items.


 


(F)         Upon
execution and delivery of the Depository Agreement, Buyer shall either be the owner of, or have a valid and fully perfected first
priority security interest in, the Depository Account and all amounts at any time on deposit therein.


 


(G)         Upon
execution and delivery of the Depository Agreement, Buyer shall either be the owner of, or have a valid and fully perfected first
priority security interest in, the “investment property” and all “deposit accounts” (each as defined in
the UCC) comprising Purchased Items or any after-acquired property related to such Purchased Items. Except to the extent disclosed
in a Requested Exceptions Report, Seller or its designee is in possession of a complete, true and accurate Purchased Asset File
with respect to each Purchased Asset, except for such documents the originals of which have been delivered to the Custodian.


 


(H)         Each
representation and warranty of Seller set forth in the Transaction Documents applicable to the Purchased Assets and the Purchased
Asset Documents with respect to each Purchased Asset is true and correct. The review and inquiries made on behalf of Seller in
connection with the next preceding sentence have been made by Persons having the requisite expertise, knowledge and background
to verify such representations and warranties. Seller has complied with all requirements of the Custodial Agreement with respect
to each Purchased Asset, including delivery to Custodian of all required Purchased Asset Documents.


 


(I)         With
respect to each Purchased Asset purchased by Seller or an Affiliate of Seller from a Transferor, (a) such Transferor received reasonably
equivalent value in consideration for the transfer of such Purchased Asset, (b) no such transfer was made for or on account of
an antecedent debt owed by such Transferor to Seller or an Affiliate of Seller, (c) no such transfer is or may be voidable or subject
to avoidance under the Bankruptcy Code, and (d) the representations and warranties made by such Transferor to Seller or such Affiliate
in any related Purchase Agreement are hereby incorporated herein mutatis mutandis and are hereby remade by Seller to Buyer
on each date as of which they speak in such Purchase Agreement. With respect to any Purchased Asset that was acquired and transferred
pursuant to a Purchase Agreement, Seller or such Affiliate of Seller has been granted a security interest in each such Purchased
Asset, filed one or more UCC financing statements against the Transferor to perfect such security interest, and assigned such financing
statements in blank and delivered such assignments to Buyer or Custodian.


 




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


 


(K)         The
Purchased Assets constitute the following, as defined in the UCC: a general intangible, instrument, investment property, security,
deposit account, financial asset, uncertificated security, securities account, or security entitlement. Seller has not authorized
the filing of and is not aware of any UCC financing statements filed against Seller as debtor that include the Purchased Assets,
other than any financing statement that has been terminated or filed pursuant to this Agreement.


 


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


 


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


 


(xiii)       Governmental
Approvals. No order, consent, approval, license, authorization or validation of, or filing, recording or registration with,
or exemption by, any Governmental Authority is required to authorize, or is required in connection with, (A) the execution,
delivery and performance of any Transaction Document to which Seller is or will be a party, (B) the legality, validity, binding
effect or enforceability of any such Transaction Document against Seller or (C) the consummation of the transactions contemplated
by this Agreement (other than the filing of certain financing statements in respect of certain security interests).


 




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


 


(xv)       No
Encumbrances. There are (i) no outstanding rights, options, warrants or agreements on the part of Seller for a purchase, sale
or issuance, in connection with the Purchased Assets, (ii) no agreements on the part of Seller to issue, sell or distribute the
Purchased Assets, and (iii) no obligations on the part of Seller (contingent or otherwise) to purchase, redeem or otherwise acquire
any securities or interest therein, except as contemplated by the Transaction Documents.


 


(xvi)      Federal
Regulations. (A) None of Seller, any direct or indirect parent of Seller, Guarantor or any direct or indirect Subsidiary of
Guarantor is required to register as an “investment company,” or a company “controlled by an investment company,”
within the meaning of the Investment Company Act of 1940, as amended, or (B) none of Seller, any direct or indirect parent of Seller,
Guarantor or any direct or indirect Subsidiary of Guarantor is 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 and (C) none
of the provisions of this Agreement in any way violate any provision of the Investment Company Act, including but not limited to
Section 18 thereof or any rules or regulations promulgated thereunder.


 


(xvii)     Taxes.
Each of Seller and Guarantor has timely filed or caused to be filed all required federal and other material tax returns and has
paid all U.S. federal and other material Taxes imposed on it and any of its assets by any Governmental Authority except for any
such Taxes as are being contested in good faith by appropriate proceedings and with respect to which adequate reserves have been
provided in accordance with GAAP. No Tax liens have been filed against any of Seller’s assets and no claims are being asserted
in writing with respect to any such Taxes (except for liens and with respect to Taxes not yet due and payable or liens or claims
with respect to Taxes that are being contested in good faith and for which adequate reserves have been established in accordance
with GAAP).


 


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


 


(xix)       Solvency.
Neither the Transaction Documents nor any Transaction, Additional Advance or Future Funding Transaction thereunder are entered
into in contemplation of insolvency or with intent to hinder, delay or defraud any creditor of Seller, Guarantor or an Affiliate
of Seller or Guarantor. The transfer of the Purchased Assets subject hereto and the obligation to repurchase such Purchased Assets
is not undertaken with the intent to hinder, delay or defraud any creditor of Seller, Guarantor or an Affiliate of Seller or Guarantor.
As of the Purchase Date, Seller is not insolvent within the meaning of 11 U.S.C. Section 101(32) or any successor provision thereof
and the transfer and sale of the Purchased Assets pursuant hereto and the obligation to repurchase such Purchased Asset (A) will
not cause the liabilities of Seller to exceed the assets of Seller, (B) will not result in Seller having unreasonably small
capital, and (C) will not result in debts that would be beyond Seller’s ability to pay as the same mature. No petition
in bankruptcy has been filed against Seller in the last ten (10) years, and Seller has not in the last ten (10) years made an assignment
for the benefit of creditors or taken advantage of any debtors relief laws. Seller has only entered into agreements on terms that
would be considered arm’s length and otherwise on terms consistent with other similar agreements with other similarly situated
entities.


 




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(xx)        Use
of Proceeds; Margin Regulations. All proceeds of each Transaction shall be used by Seller for purposes permitted under Seller’s
governing documents, provided that no part of the proceeds of any Transaction shall be used by Seller to purchase or carry
any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. Neither the entering
into of any Transaction nor the use of any proceeds thereof will violate, or be inconsistent with, any provision of Regulation
T, U or X of the Board of Governors of the Federal Reserve System.


 


(xxi)       Full
and Accurate Disclosure. No information contained in the Transaction Documents, or any written statement furnished by or on
behalf of Seller pursuant to the terms of the Transaction Documents, contains any untrue statement of a material fact or omits
to state a material fact necessary to make the statements contained herein or therein not misleading in light of the circumstances
under which they were made. All written information furnished after the date hereof by or on behalf of Seller to Buyer in connection
with the Transaction Documents and the Transactions shall be true, correct and complete in all material respects, or in the case
of projections shall be based on reasonable estimates prepared and presented in good faith, on the date as of which such information
is stated or certified.


 


(xxii)      Financial
Information. All financial data concerning Seller and the Purchased Assets that has been delivered by or on behalf of Seller
to Buyer is true, complete and correct in all material respects. All financial data concerning Seller has been prepared fairly
in accordance with GAAP. All financial data concerning the Purchased Assets has been prepared in accordance with standard industry
practices. Since the delivery of such data, except as otherwise disclosed in writing to Buyer, there has been no change in the
financial position of Seller or the Purchased Assets, or in the results of operations of Seller, which change is reasonably likely
to have a Material Adverse Effect on Seller.


 


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


 


(xxiv)    [Reserved.]


 




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(xxv)     Servicing
Agreements. Seller has delivered to Buyer all Servicing Agreements pertaining to the Purchased Assets and to the actual knowledge
of Seller, as of the date of this Agreement and as of the Purchase Date for the purchase of any Purchased Assets subject to a Servicing
Agreement, each such Servicing Agreement is in full force and effect in accordance with its terms and no default or event of default
exists thereunder.


 


(xxvi)    No
Reliance. Seller has made its own independent decisions to enter into the Transaction Documents and each Transaction and as
to whether such Transaction is appropriate and proper for it based upon its own judgment and upon advice from such advisors (including
without limitation, legal counsel and accountants) as it has deemed necessary. Seller is not relying upon any advice from Buyer
as to any aspect of the Transactions, including without limitation, the legal, accounting or tax treatment of such Transactions.


 


(xxvii)   PATRIOT
Act.


 


(a)          Seller
is in compliance, in all material respects, with the (A) the Trading with the Enemy Act, as amended, and each of the foreign
assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other applicable
enabling legislation or executive order relating thereto, and (B) the Uniting and Strengthening America by Providing Appropriate
Tools Required to Intercept and Obstruct Terrorism (USA Patriot Act of 2001). No part of the proceeds of any Transaction will be
used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political
party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business
or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.


 


(b)          Seller
agrees that, from time to time upon the prior written request of Buyer, it shall (A) execute and deliver such further documents,
provide such additional information and reports and perform such other acts as Buyer may reasonably request in order to insure
compliance with the provisions hereof (including, without limitation, compliance with the USA Patriot Act of 2001 and to fully
effectuate the purposes of this Agreement and (B) provide such opinions of counsel concerning matters relating to this Agreement
as Buyer may reasonably request; provided, however, that nothing in this Article 9(b)(xxvii) shall be construed
as requiring Buyer to conduct any inquiry or decreasing Seller’s responsibility for its statements, representations, warranties
or covenants hereunder. In order to enable Buyer and its Affiliates to comply with any anti-money laundering program and related
responsibilities including, but not limited to, any obligations under the USA Patriot Act of 2001 and regulations thereunder, Seller
on behalf of itself and its Affiliates makes the following representations and covenants to Buyer and its Affiliates (for purposes
of this Article 9(b)(xxvii), the “Seller Entities”) that neither Seller, nor, to Seller’s actual
knowledge, any of its Affiliates, is a Prohibited Investor, and Seller is not acting on behalf of or for the benefit of any Prohibited
Investor. Seller agrees to promptly notify Buyer or a person appointed by Buyer to administer their anti-money laundering program,
if applicable, of any change in information affecting this representation and covenant.


 




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(xxviii)    Ownership
of Property. Seller does not own, and has not ever owned, any assets other than (A) the Purchased Assets and (B) such
incidental personal property related thereto.


 


(xxix)      [Reserved.]


 


(xxx)        Insider.
Seller is not an “executive officer,” “director,” or “person who directly or indirectly or acting
through or in concert with one or more persons owns, Controls, or has the power to vote more than 10% of any class of voting securities”
(as those terms are defined in 12 U.S.C. § 375(b) or in regulations promulgated pursuant thereto) of Buyer, of a bank holding
company of which Buyer is a Subsidiary, or of any Subsidiary, of a bank holding company of which Buyer is a Subsidiary, of any
bank at which Buyer maintains a correspondent account or of any lender which maintains a correspondent account with Buyer.


 


(xxxi)      Office
of Foreign Assets Control. Seller warrants, represents and covenants that neither Seller nor any of its Affiliates are or will
be an entity or person (A) that is listed in the Annex to, or is otherwise subject to the provisions of, Executive Order 13224
issued on September 24, 2001 (“EO13224”); (B) whose name appears on the United States Treasury Department’s
Office of Foreign Assets Control (“OFAC”) most current list of “Specifically Designed National and Blocked
Persons,” (C) who commits, threatens to commit or supports “terrorism”, as that term is defined in EO 13224;
or (D) who is otherwise affiliated with any entity or person listed above (any and all parties or persons described in (A)
through (D) above are herein referred to as a “Prohibited Person”). Seller covenants and agrees that none
of Seller or any of its Affiliates will knowingly (1) conduct any business, nor engage in any transaction or dealing, with
any Prohibited Person or (2) engage in or conspire to engage in any transaction that evades or avoids or that the purpose
of evading or avoiding any of the prohibitions of EO 13224. Seller further covenants and agrees that (i) it shall not, directly
or indirectly, use the proceeds of any Transaction, or lend, contribute or otherwise make available such proceeds to any subsidiary,
joint venture partner or other Person or entity (x) to fund any activities or business of or with any Prohibited Person, or in
any country or territory, that at the time of such funding is the subject of any sanctions under any Sanctions Laws and Regulations,
or (y) in any other manner that would result in a violation of any Sanction Laws and Regulations by any party to this Agreement
and (ii) none of the funds or the assets of Seller that are used to pay any amount due pursuant to this Agreement or any other
Transaction Document shall constitute funds obtained from transactions with or relating to Prohibited Persons or countries or territories
that are the subject of sanctions under any Sanctions Laws and Regulations. Seller further covenants and agrees to deliver to Buyer
any such certification or other evidence as may be requested by Buyer in its sole and absolute discretion, confirming that none
of Seller or any of the its Affiliates is a Prohibited Person and none of Seller, or any of its Affiliates has engaged in any business
transaction or dealings with a Prohibited Person, including, but not limited to, the making or receiving of any contribution of
funds, goods or services to or for the benefit of a Prohibited Person.


 




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(xxxii)     Notice
Address; Jurisdiction of Organization. On the date of this Agreement, Seller’s location (within the meaning of Article
9 of the UCC) and address for notices is as specified on Annex I. Seller’s legal name is, and has at all times been,
ARC RFT JPM Loan, LLC. Seller’s sole jurisdiction of organization is, and
at all times has been, Delaware. The location where Seller keeps its books and records (within the meaning of Article 9 of the
UCC), including all computer tapes and records relating to the Purchased Items, is its notice address. Seller has not changed its
name or location within the past twelve (12) months. Seller may change its address for notices and for the location of its books
and records by giving Buyer written notice of such change. Seller’s organizational identification number is 5509076 and its
tax identification number is 90-0907028. The fiscal year of Seller is the calendar year.


 


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


 


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


 


(xxxv)      Compliance
with ERISA. (a) Neither Seller nor Guarantor has any employees as of the date of this Agreement; (b) each of Seller and Guarantor
either (i) qualifies as a VCOC or a REOC, (ii) complies with an exception set forth in the Plan Asset Regulations such that the
assets of such Person would not be subject to Title I of ERISA and/or Section 4975 of the Code, or (iii) does not hold any “plan
assets” within the meaning of the Plan Asset Regulations that are subject to ERISA; and (c) assuming that no portion of the
Purchased Assets are funded by Buyer with “plan assets” within the meaning of the Plan Asset Regulations, none of the
transactions contemplated by the Transaction Documents will constitute a nonexempt prohibited transaction (as such term is defined
in Section 4975 of the Code or Section 406 of ERISA) that could subject the Buyer to any tax or penalty or prohibited transactions
imposed under Section 4975 of the Code or Section 502(i) of ERISA.


 


(xxxvi)     Hedging
Transactions. (a) Seller has entered into all Hedging Transactions required hereunder, (b) each related agreement is in full
force and effect, (c) no termination event, default or event of default (however defined) exists thereunder, and (d) Seller has
effectively assigned to Buyer all Seller’s rights (but none of its obligations) under such agreements.


 




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(xxxvii)    Chief
Executive Office; Jurisdiction of Organization. On the Purchase Date, Seller’s chief executive office, is, and has been,
located at 405 Park Avenue, 3rd Floor, New York, New York 10022. Seller shall provide Buyer with thirty (30) days’
advance notice of any change in Seller’s principal office or place of business or jurisdiction.


 


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


 


ARTICLE
10.

NEGATIVE COVENANTS OF Seller


 


On and as of the date
hereof and each Purchase Date and until this Agreement is no longer in force with respect to any Transaction, Seller shall not
without the prior written consent of Buyer:


 


(a)          take
any action that would directly or indirectly impair or adversely affect Buyer’s title to the Purchased Assets;


 


(b)          transfer,
assign, convey, grant, bargain, sell, set over, deliver or otherwise dispose of, or pledge or hypothecate, directly or indirectly,
any interest in the Purchased Items (or any of them) to any Person other than Buyer, or engage in repurchase transactions or similar
transactions with respect to the Purchased Items (or any of them) with any Person other than Buyer;


 


(c)          modify
in any material respect or terminate any Servicing Agreements to which it is a party, without the consent of Buyer in its sole
and absolute discretion;


 


(d)          create,
incur or permit to exist any lien, encumbrance or security interest in or on any of its property, assets, revenue, the Purchased
Assets, the other Purchased Items, whether now owned or hereafter acquired, other than the liens and security interest granted
by Seller pursuant to Article 6 of this Agreement and the lien and security interest granted by Parent under the Pledge
and Security Agreement;


 


(e)          enter
into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation,
winding up or dissolution), sell all or substantially all of its assets without the consent of Buyer in its sole and absolute discretion;


 


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


 




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(g)          permit
the organizational documents or organizational structure of Seller to be amended without the prior written consent of Buyer in
its sole and absolute discretion;


 


(h)          acquire
or maintain any right or interest in any Purchased Asset or Underlying Mortgaged Property that is senior to or pari passu with
the rights and interests of Buyer therein under this Agreement and the other Transaction Documents unless such right or interest
becomes a Purchased Asset hereunder;


 


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


 


(j)          enter
into any Hedging Transaction with respect to any Purchased Asset with any entity that is not an Affiliated Hedge Counterparty or
a Qualified Hedge Counterparty;


 


(k)          take
any action, cause, allow, or permit any of the Seller, any direct or indirect parent of Seller, Guarantor or any direct or indirect
Subsidiary of Guarantor to be required to register as an “investment company,” or a company “controlled by an
investment company,” within the meaning of the Investment Company Act, or to violate any provisions of the Investment Company
Act, including Section 18 thereof or any rules or regulations promulgated thereunder; or


 


(l)          permit
at any time (A) prior to the date that is six (6) months after the Closing Date, less than three (3) Purchased Assets that are
Senior Mortgage Loans or less than seven (7) Purchased Assets that are Subordinate Eligible Assets and (B) from and after the date
that is six (6) months after the Closing Date, less than three (3) Purchased Assets that are Senior Mortgage Loans (the “Minimum
Purchased Asset Requirement”).


 


ARTICLE
11.

AFFIRMATIVE COVENANTS OF SELLER


 


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


 


(a)          Seller
shall promptly notify Buyer of any material adverse change in its business operations and/or financial condition; provided,
however, that nothing in this Article 11 shall relieve Seller of its obligations under this Agreement.


 


(b)          Seller
shall provide Buyer with copies of such documents as Buyer may request evidencing the truthfulness of the representations set forth
in Article 9.


 


(c)          Seller
shall (1) defend the right, title and interest of Buyer in and to the Purchased Items against, and take such other action as is
necessary to remove, the Liens, security interests, claims and demands of all Persons (other than security interests by or through
Buyer) and (2) at Buyer’s reasonable request, take all action necessary to ensure that Buyer will have a first priority security
interest in the Purchased Assets subject to any of the Transactions in the event such Transactions are recharacterized as secured
financings.


 




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(d)          Seller
shall notify Buyer and the Depository of the occurrence of any Default or Event of Default with respect to Seller as soon as possible
but in no event later than the immediately succeeding Business Day after obtaining actual knowledge of such event.


 


(e)          Seller
shall cause the special servicer rating of the special servicer with respect to all mortgage loans underlying Purchased Assets
to be no lower than “average” by S&P to the extent Seller controls or is entitled to control the selection of the
special servicer. In the event the special servicer rating with respect to any Person acting as special servicer for any mortgage
loans underlying Purchased Assets shall be below “average” by S&P, or if an Act of Insolvency occurs with respect
to Seller or Guarantor, Buyer shall be entitled to transfer special servicing with respect to all Purchased Assets to an entity
satisfactory to Buyer, to the extent Seller controls or is entitled to control the selection of the special servicer.


 


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


 


(g)          Seller
will permit Buyer or its designated representatives (which may be Affiliates of Buyer) to inspect Seller’s records with respect
to the Purchased Items and the conduct and operation of its business related thereto upon reasonable prior written notice from
Buyer or its designated representative, at such reasonable times and with reasonable frequency, and to make copies of extracts
of any and all thereof, subject to the terms of any confidentiality agreement between Buyer and Seller. Buyer shall act in a commercially
reasonable manner in requesting and conducting any inspection relating to the conduct and operation of Seller’s business.


 


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


 




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(i)          At
any time from time to time upon the reasonable request of Buyer, at the sole expense of Seller, Seller shall (i) promptly and duly
execute and deliver such further instruments and documents and take such further actions as Buyer may request for the purposes
of obtaining or preserving the full benefits of this Agreement including the perfected, first priority security interest required
hereunder, (ii) ensure that such security interest remains fully perfected at all times and remains at all times first in
priority as against all other creditors of such Seller (whether or not existing as of the Closing Date, any Purchase Date or in
the future) and (iii) obtain or preserve the rights and powers herein granted (including, among other things, filing such
UCC financing statements as Buyer may request). If any amount payable under or in connection with any of the Purchased Items shall
be or become evidenced by any promissory note, other instrument or certificated security, such note, instrument or certificated
security shall be immediately delivered to Buyer, duly endorsed in a manner satisfactory to Buyer, to be itself held as a Purchased
Item pursuant to this Agreement, and the documents delivered in connection herewith.


 


(j)          Seller
shall provide, or to cause to be provided, to Buyer the following financial and reporting information:


 


(i)          Within
fifteen (15) calendar days after each month-end, a monthly reporting package substantially in the form of Exhibit III-A
attached hereto (the “Monthly Reporting Package”);


 


(ii)         
Within forty-five (45) calendar days after the last day of each of the first three fiscal quarters in any fiscal year, a quarterly
reporting package substantially in the form of Exhibit III-B attached hereto (the “Quarterly Reporting Package”);


 


(iii)        Within
ninety (90) calendar days after the last day of its fiscal year, an annual reporting package substantially in the form of Exhibit
III-C attached hereto (the “Annual Reporting Package”); and


 


(iv)        Upon
Buyer’s request:


 


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


 


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


 


(C)         such
other information regarding the financial condition, operations or business of Seller, Guarantor or any Mortgagor in respect of
a Purchased Asset as Buyer may reasonably request.


 


Notwithstanding anything
to the contrary in Article 12, if Seller fails to deliver the complete Monthly Reporting Package described in clause (j)(i)
above as a result of the failure of the related borrower to deliver any information for the related time period as required by
the underlying loan documents, then Seller shall immediately repurchase the related Purchased Asset at the Repurchase Price; provided,
however, that Seller shall have a period of ten (10) Business Days from the date of delivery of the incomplete Monthly Reporting
Package to provide any missing information.


 




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


 


(l)          Seller
shall and shall cause Guarantor to at all times (i) continue to engage in business of the same general type as now conducted by
it or otherwise as approved by Buyer prior to the date hereof, (ii) comply with all contractual obligations, (iii) comply in all
respects with all Requirements of Law, laws, ordinances, rules, regulations and orders (including, without limitation, environmental
laws) of any Governmental Authority or any other federal, state, municipal or other public authority having jurisdiction over Seller
and Guarantor or any of its assets and (iv) do or cause to be done all things necessary to preserve and maintain in full force
and effect its legal existence and all of its material rights, privileges, licenses and franchises necessary for the operation
of its business (including, without limitation, preservation of all lending licenses held by Seller and of Seller’s status
as a “qualified transferee” (however denominated) under all documents that govern the Purchased Assets).


 


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


 


(n)          Seller
shall observe, perform and satisfy all the terms, provisions, covenants and conditions required to be observed, performed or satisfied
by it, and shall pay when due all costs, fees and expenses required to be paid by it under the Transaction Documents, including
but not limited to the Structuring Fee, the Exit Fee and the Extension Fee. Seller will continue to be a U.S. Person that is a
partnership for U.S. federal income tax purposes, or a disregarded entity of a U.S. Person for U.S. federal income tax purposes.
Seller shall pay and discharge all Taxes on its assets and on the Purchased Items that, in each case, in any manner would create
any Lien upon the Purchased Items, except for Liens created pursuant to the Transaction Documents and other than any Liens with
respect to Taxes, such taxes that are being appropriately contested in good faith by appropriate proceedings diligently conducted
and with respect to which adequate reserves have been provided in accordance with GAAP or Taxes that are not yet due and payable.


 


(o)          Seller
shall advise Buyer in writing of the opening of any new chief executive office or the closing of any such office of Seller or Guarantor
and of any change in Seller’s or Guarantor’s name or jurisdiction of organization not less than thirty (30) days prior
to taking any such action. Seller shall not (A) change its organizational number, tax identification number, fiscal year, method
of accounting, identity, structure or jurisdiction of organization (or have more than one such jurisdiction), move the location
of its principal place of business and chief executive office (as defined in the UCC) from its location as of the Purchase Date
or the places where the books and records pertaining to the Purchased Assets are held not less than fifteen (15) Business Days
prior to taking any such action, or (B) move, or consent to Custodian moving, the Purchased Asset Documents from the location thereof
on the applicable Purchase Date for the related Purchased Asset, unless in each case Seller has given at least thirty (30) days’
prior notice to Buyer and has taken all actions required under the UCC to continue the first priority perfected security interest
of Buyer in the Purchased Assets.


 




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(p)          Seller
will maintain records with respect to the Purchased Items and the conduct and operation of its business with no less a degree of
prudence than if the Purchased Items were held by Seller for its own account and will furnish Buyer, upon reasonable request by
Buyer or its designated representative, with reasonable information obtainable by Seller with respect to the Purchased Items and
the conduct and operation of its business.


 


(q)          Seller
shall provide Buyer and its designee with reasonable access plus any such additional reports as Buyer may request. Upon reasonable
notice (unless a Default or an Event of Default shall have occurred and is continuing, in which case, no prior notice shall be
required), during normal business hours, Seller shall allow Buyer to (i) review any operating statements, occupancy status and
other property level information with respect to the underlying real estate directly or indirectly securing or supporting the Purchased
Assets that either is in Seller’s possession or is available to Seller, (ii) examine, copy (at Buyer’s expense) and
make extracts from its books and records, to inspect any of its properties, and (iii) discuss Seller’s business and affairs
with its officers.


 


(r)          Seller
shall enter into Hedging Transactions with respect to each of the Hedge-Required Assets to the extent necessary to hedge interest
rate risk associated with the Purchase Price on such Hedge-Required Assets, in a manner reasonably acceptable to Buyer; provided,
however, that for any Eligible Asset that accrues interest at a per annum rate greater than five percent (5%), Seller
may request to not enter into a Hedging Transaction, which request may be granted or denied by Buyer in Buyer’s reasonable
discretion. Seller shall take such actions as Buyer deems necessary to perfect the security interest granted in each Hedging Transaction,
and shall assign to Buyer, which assignment shall be consented to in writing by each Affiliated Hedge Counterparty or Qualified
Hedge Counterparty, all of Seller’s rights (but none of the obligations) in, to and under each Hedging Transaction. The documents
relating to each Hedging Transaction shall contain provisions acceptable to Buyer for additional credit support in the event the
rating of any Rating Agency assigned to the Qualified Hedge Counterparty (other than an Affiliated Hedge Counterparty) is downgraded
or withdrawn, in which event Seller shall ensure that such additional credit support is provided or promptly, subject to the approval
of Buyer, enter into new Hedging Transactions with respect to the related Purchased Assets with a replacement Qualified Hedge Counterparty.


 


(s)          Seller
shall take all such steps as Buyer deems necessary to perfect the security interest granted pursuant to Article 6 in
the Hedging Transactions, shall take such action as shall be necessary or advisable to preserve and protect Seller’s interest
under all such Hedging Transactions (including, without limitation, requiring the posting of any required additional collateral
thereunder, and hereby authorizes Buyer to take any such action that Seller fails to take after demand therefor by Buyer. Seller
shall provide the Custodian with copies of all documentation relating to Hedging Transactions with Qualified Hedge Counterparties
promptly after entering into same. All Hedging Transactions, if any, entered into by Seller with Buyer or any of its Affiliates
in respect of any Purchased Asset shall be terminated contemporaneously with the repurchase of such Purchased Asset on the Repurchase
Date therefor.


 




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(t)          Seller
shall not cause or permit any Change of Control without the prior written consent of Buyer in its sole and absolute discretion.


 


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


 


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


 




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(w)          Seller
has not and will not, except in connection with the obligations contemplated under the Transaction Documents:


 


(i)          engage
in any business or activity other than the entering into and performing its obligations under the Transaction Documents, and activities
incidental thereto;


 


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


 


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


 


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


 


(v)         own
any subsidiary, or make any investment in, any Person;


 


(vi)        commingle
its assets with the assets of any other Person, or permit any Affiliate or constituent party independent access to its bank accounts;


 


(vii)       incur
any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than the debt incurred pursuant
to this Agreement and the other Transaction Documents and unsecured trade debt in an unpaid amount less than $100,000;


 


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


 


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


 




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


 


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


 


(xii)        make
any loans or advances to any Person, or own any stock or securities of, any Person;


 


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


 


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


 


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


 


(xvi)      if
it is a partnership or limited liability company, without the unanimous written consent of all of its partners or members, as applicable,
and the written consent of one hundred percent (100%) of all directors or managers of Seller, including, without limitation,
the Independent Director, take any material action or any action that might cause such entity to become insolvent;


 


(xvii)     fail
to allocate shared expenses (including, without limitation, shared office space and services performed by an employee of an Affiliate)
among the Persons sharing such expenses and to use separate stationery, invoices and checks bearing its own name;


 


(xviii)    fail
to remain solvent or pay its own liabilities only from its own funds; provided that the foregoing shall not require any
member, partner or shareholder of Seller to make any additional capital contributions to Seller;


 


(xix)       acquire
obligations or securities of its partners, members, shareholders or other Affiliates, as applicable;


 




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(xx)        have
any employees;


 


(xxi)       fail
to maintain and use separate stationery, invoices and checks bearing its own name;


 


(xxii)      have
any of its obligations guaranteed by an Affiliate;


 


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


 


(xxiv)    acquire
obligations or securities of its members or any Affiliates; or


 


(xxv)     buy
or hold evidence of indebtedness issued by any other Person (other than cash or investment-grade securities).


 


(x)          With
respect to each Eligible Asset to be purchased hereunder, Seller shall notify Buyer in writing of the creation of any right or
interest in such Eligible Asset or related Underlying Mortgaged Property that is senior to or pari passu with the rights
and interests that are to be transferred to Buyer under this Agreement and the other Transaction Documents, and whether any such
interest will be held or obtained by Seller or an Affiliate of Seller.


 


(y)          Seller
shall obtain estoppels and agreements reasonably acceptable to Buyer for each Purchased Asset that is a Senior Mortgage Loan or
a Junior Mortgage Loan that is subject to a ground lease.


 


(z)          Seller
shall be solely responsible for the fees and expenses of the Custodian, Depository and each servicer (including, without limitation,
the Primary Servicer and the Interim Servicer) of any or all of the Purchased Assets.


 


(aa)         Seller
shall notify Buyer in writing of any event or occurrence that could be reasonably determined to cause Guarantor to breach any of
the covenants contained in paragraph 9 of the Guarantee Agreement.


 


(bb)         With
respect to each Purchased Asset, Seller shall take all action necessary or required by the Transaction Documents, Purchased Asset
Documents and each and every Requirement of Law, or requested by Buyer, to perfect, protect and more fully evidence the security
interest granted in the related Purchase Agreement, if applicable, and Buyer’s ownership of and first priority perfected
security interest in such Purchased Asset and related Purchased Asset Documents, including executing or causing to be executed
(a) such other instruments or notices as may be necessary or appropriate and filing and maintaining effective UCC financing statements,
continuation statements and assignments and amendments thereto, and (b) if applicable, all documents necessary to both collaterally
and absolutely and unconditionally assign all rights (but none of the obligations) of Seller under the related Purchase Agreement,
in each case as additional collateral security for the payment and performance of each of the Repurchase Obligations. Seller shall
not assign, sell, transfer, pledge, hypothecate, grant, create, incur, assume or suffer or permit to exist any security interest
in or Lien on any Purchased Asset to or in favor of any Person other than Buyer. Notwithstanding the foregoing, if Seller grants
a Lien on any Purchased Asset in violation hereof or any other Transaction Document, Seller shall be deemed to have simultaneously
granted an equal and ratable Lien on such Purchased Asset in favor of Buyer to the extent such Lien has not already been granted
to Buyer; provided, that such equal and ratable Lien shall not cure any resulting Event of Default. Seller shall not materially
amend, modify, waive or terminate any provision of any Purchase Agreement or Servicing Agreement. Seller shall mark its computer
records and tapes to evidence the interests granted to Buyer hereunder. Seller shall not take any action to cause any Purchased
Asset that is not evidenced by an instrument or chattel paper (as defined in the UCC) to be so evidenced. If a Purchased Asset
becomes evidenced by an instrument or chattel paper, the same shall be immediately delivered to Custodian on behalf of Buyer, together
with endorsements required by Buyer.


 




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(cc)         Seller
shall, and pursuant to Re-direction Letters shall cause the Mortgagors under the Purchased Assets and all other applicable Persons
to, deposit all Income in respect of the Purchased Assets into the Depository Account on the day the related payments are due.
Seller (a) shall, and shall cause Primary Servicer and Interim Servicer to, comply with and enforce each Re-direction Letter, (b)
shall not amend, modify, waive, terminate or revoke any Re-direction Letter without Buyer’s consent, and (c) shall take all
reasonable steps to enforce each Re-direction Letter. In connection with each principal payment or prepayment under a Purchased
Asset, Seller shall provide or cause to be provided to Buyer sufficient detail to enable Buyer to identify the Purchased Asset
to which such payment applies. If Seller receives any rights, whether in addition to, in substitution of, as a conversion of, or
in exchange for any Purchased Assets, or otherwise in respect thereof, Seller shall accept the same as Buyer’s agent, hold
the same in trust for Buyer and immediately deliver the same to Buyer or its designee in the exact form received, together with
duly executed instruments of transfer, stock powers or assignment in blank and such other documentation as Buyer shall reasonably
request.


 


(dd)         Seller
shall promptly notify Buyer of the occurrence of any of the following of which Seller has knowledge, together with a certificate
of a Responsible Officer of Seller setting forth details of such occurrence and any action Seller has taken or proposes to take
with respect thereto:


 


(i)          a
breach of any representation contained herein;


 


(ii)         any
of the following: (A) with respect to any Purchased Asset or related Underlying Mortgaged Property, any event that could reasonably
be expected to cause a material change in the value or cash flow of the Underlying Mortgaged Property, including, without limitation,
material loss or damage, material licensing or permit issues, violation of any Requirement of Law, violation of any Environmental
Law or any other actual or expected event or change in circumstances that could reasonably be expected to result in a default or
material decline in value or cash flow, and (B) with respect to Seller, a violation of any Requirement of Law or other event or
circumstance that could reasonably be expected to have a Material Adverse Effect;


 


(iii)        the
existence of any Default, Event of Default or material default under or related to a Purchased Asset;


 


(iv)        the
resignation or termination of any servicer under any Servicing Agreement with respect to any Purchased Asset;


 




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(v)         the
establishment of a rating by any Rating Agency applicable to Seller, Guarantor or any Affiliate of Guarantor that owns, directly
or indirectly, any of the Capital Stock of Seller, and any downgrade in or withdrawal of such rating once established;


 


(vi)        the
commencement of, settlement of or material judgment in any litigation, action, suit, arbitration, investigation or other legal
or arbitration proceedings before any Governmental Authority that (i) affects Seller or any of its direct or indirect parents or
Guarantor or any of its direct or indirect Subsidiaries, a Purchased Asset or an Underlying Mortgaged Property, (ii) questions
or challenges the validity or enforceability of any Transaction, Purchased Asset or Purchased Asset Document, or (iii) individually
or in the aggregate, if adversely determined, could reasonably be likely to have a Material Adverse Effect.


 


(ee)         Upon
the occurrence of a Replacement Guarantor Trigger Event, Seller shall, within seven (7) Business Days of such occurrence, cause
a replacement guarantor, satisfactory to Buyer in its sole and absolute discretion, to enter into a new guarantee agreement in
form and substance substantially similar to the Guarantee Agreement, with such adjustments to the covenants set forth in Section
9 of the Guarantee Agreement as may be required by Buyer in its sole and absolute discretion.


 


ARTICLE
12.

EVENTS OF DEFAULT; REMEDIES


 


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


 


(i)          Seller
shall fail to repurchase (A) Purchased Assets (including, if applicable, any Additional Advances and/or Future Funding Amounts
related to a Future Funding Transaction) upon the applicable Repurchase Date or (B) a Purchased Asset that is no longer an Eligible
Asset in accordance with Article 12(c);


 


(ii)         Buyer
shall fail to receive on any Remittance Date the accreted value of the Price Differential (less any amount of such Price Differential
previously paid by Seller to Buyer) (including, without limitation, in the event the Income paid or distributed on or in respect
of the Purchased Assets is insufficient to make such payment and Seller does not make such payment or cause such payment to be
made) (except that such failure shall not be an Event of Default by Seller if sufficient Income, including Principal Proceeds which
would otherwise be remitted to Seller pursuant to Article 5 of this Agreement, is on deposit in the Depository Account,
the Depository fails to remit such funds to Buyer when due and payable, and such failure is not cured within three (3) Business
Days);


 


(iii)        Seller
shall fail to cure any Margin Deficit, to the extent such Margin Deficit equals or exceeds the Minimum Transfer Amount, in accordance
with Article 4 of this Agreement;


 




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(iv)        Seller
or Guarantor shall fail to make any payment not otherwise addressed under this Article 12(a) owing to Buyer that has
become due, whether by acceleration or otherwise under the terms of this Agreement or the terms of the Pledge and Security Agreement,
or the Guarantee Agreement or any other Transaction Document, which failure is not remedied within three (3) Business Days of notice
thereof;


 


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


 


(vi)        an
Act of Insolvency occurs with respect to Seller or any of its direct or indirect parents or Guarantor or any of its direct or indirect
Subsidiaries;


 


(vii)       a
Change of Control occurs with respect to Seller or any of its direct or indirect parents or Guarantor or any of its direct or indirect
Subsidiaries or any internalization of management occurs with respect to Guarantor;


 


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


 


(ix)         the
Custodial Agreement, the Depository Agreement, the Pledge and Security Agreement, the Guarantee Agreement, the Fee Letter, any
Re-direction Letter, any Servicer Notice or any other Transaction Document or a replacement therefor acceptable to Buyer shall
for whatever reason be terminated or cease to be in full force and effect, or the enforceability thereof shall be contested by
Seller;


 


(x)          Seller
or Guarantor shall be in default under (i) any Indebtedness of Seller or Guarantor, as applicable, which default (1) involves the
failure to pay a matured obligation in excess of $100,000, with respect to Seller, or $5,000,000, with respect to Guarantor or
(2) permits the acceleration of the maturity of obligations by any other party to or beneficiary with respect to such Indebtedness,
if the aggregate amount of the Indebtedness in respect of which such default or defaults shall have occurred is at least $100,000,
with respect to Seller, or $5,000,000, with respect to Guarantor; or (ii) any other material contract to which Seller or Guarantor
is a party which default (1) involves the failure to pay a matured obligation or (2) permits the acceleration of the maturity of
obligations by any other party to or beneficiary of such contract if the aggregate amount of such obligations is $100,000, with
respect to Seller, or $5,000,000, with respect to Guarantor;


 


(xi)         Seller
or Guarantor or any of their present or future Affiliates shall be in default under any Indebtedness of Seller or Guarantor or
any of their present or future Affiliates, as applicable, to Buyer or any of its present or future Affiliates, which default (A)
involves the failure to pay a matured obligation, or (B) permits the acceleration of the maturity of obligations by any other party
to or beneficiary with respect to such Indebtedness;


 




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


 


(xiii)       either
(A) the Transaction Documents shall for any reason not cause, or shall cease to cause, Buyer to be the owner free of any adverse
claim of any of the Purchased Assets, and such condition is not cured by Seller within three (3) Business Days after notice thereof
from Buyer to Seller, or (B) if a Transaction is recharacterized as a secured financing, and the Transaction Documents with respect
to any Transaction shall for any reason cease to create and maintain a valid first priority security interest in favor of Buyer
in any of the Purchased Assets;


 


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


 


(xv)       any
governmental, regulatory, or self-regulatory authority shall have taken any action to remove, limit, restrict, suspend or terminate
the rights, privileges, or operations of Seller or Guarantor, which suspension has a Material Adverse Effect in the determination
of Buyer and that is not cured by Seller, within fifteen (15) Business Days after knowledge by Seller or Guarantor of such action
or notice thereof from Buyer to Seller;


 




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(xvi)      any
condition shall exist that constitutes a Material Adverse Effect in Buyer’s sole discretion exercised in good faith and that
is not cured by Seller, within fifteen (15) Business Days after knowledge by Seller or Guarantor of such action or notice thereof
from Buyer to Seller;


 


(xvii)     any
representation (other than the representations and warranties of Seller set forth in Exhibit VI and Article 9(b)(x)(D),
which shall be used solely by Buyer to determine the Market Value of the affected Purchased Asset) made by Seller to Buyer shall
have been incorrect or untrue in any material respect when made or repeated or deemed to have been made or repeated;


 


(xviii)    a
final non-appealable judgment by any competent court in the United States of America for the payment of money (a) rendered against
Seller in an amount greater than $100,000 or (b) rendered against Guarantor in an amount greater than $5,000,000, and remained
undischarged or unpaid for a period of sixty (60) days, during which period execution of such judgment is not effectively stayed
by bonding over or other means acceptable to Buyer;


 


(xix)       if
Seller shall breach or fail to perform any of the terms, covenants, obligations or conditions of this Agreement, other than as
specifically otherwise referred to in this Article 12(a), and such breach or failure to perform is not remedied within
the earlier of three (3) days after (A) delivery of notice thereof to Seller by Buyer, or (B) actual knowledge on
the part of Seller of such breach or failure to perform; provided that, if Buyer determines, in its sole discretion, that
any such breach is capable of being cured and Seller is diligently and continuously pursuing such a cure in good faith but is not
able to do so on a timely basis, Seller shall have an additional period of time, not to exceed thirty (30) additional days, within
which to complete such cure;


 


(xx)        the
Guarantee Agreement or a replacement therefor acceptable to Buyer shall for whatever reason be terminated or cease to be in full
force and effect, or the enforceability thereof shall be contested by Guarantor or Seller;


 


(xxi)       (A)
the breach by Guarantor of any term or condition set forth in the Guarantee Agreement and, solely with respect to a breach by Guarantor
of the financial covenant set forth in Section 9(a) of the Guarantee Agreement, a replacement guarantor acceptable to Buyer in
its sole discretion has not entered into a replacement guarantee agreement in form and substance satisfactory to Buyer in its sole
discretion within two (2) Business Days of such breach, (B) the breach by Guarantor of any representation, warranty, certification
or covenant made or deemed made in the Guarantee Agreement by Guarantor or if any certificate furnished by Guarantor to Buyer pursuant
to the provisions hereof or thereof, or (C) any information with respect to the Purchased Assets furnished in writing on behalf
of Guarantor shall prove to have been false or misleading in any material respect as of the time made or furnished;


 


(xxii)      Seller
shall fail to cause a replacement guarantor to enter into a new guarantee agreement as and when required by Article 11(ee);


 




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(xxiii)     the
breach by Interim Servicer of any term or condition set forth in the Interim Servicing Agreement beyond any applicable grace and/or
cure periods;


 


(xxiv)    notwithstanding
any other provision of this Article 12(a), if Seller engages in any conduct or action where Buyer’s prior consent
is required by any Transaction Document and Seller fails to obtain such consent;


 


(xxv)     Seller
or any of its direct or indirect parents or Guarantor or any of its direct or indirect Subsidiaries is required to register as
an “investment company” (as defined in the Investment Company Act) or the arrangements contemplated by the Transaction
Documents shall require registration of Seller or any of its direct or indirect parents or Guarantor or any of its direct or indirect
Subsidiaries as an “investment company”;


 


(xxvi)    a
breach by Seller of the Minimum Purchased Asset Requirement;


 


(xxvii)   Seller
or any servicer fails to deposit all Income and other amounts as required by the provisions of this Agreement within one (1) Business
Day of when due; and


 


(xxviii)    Guarantor’s
audited annual financial statements or the notes thereto or other opinions or conclusions stated therein are qualified or limited
by reference to the status of Guarantor as a “going concern” or a reference of similar import, other than a qualification
or limitation expressly related to Buyer’s rights in the Purchased Assets;


 


(b)          After
the occurrence and during the continuance of an Event of Default, Seller hereby appoints Buyer as attorney-in-fact of Seller for
the purpose of carrying out the provisions of this Agreement and taking any action and executing or endorsing any instruments that
Buyer may deem necessary or advisable to accomplish the purposes hereof, which appointment as attorney-in-fact is irrevocable and
coupled with an interest. If an Event of Default shall occur and be continuing with respect to Seller, the following rights and
remedies shall be available to Buyer:


 


(i)          At
the option of Buyer, exercised by written notice to Seller (which option shall be deemed to have been exercised, even if no notice
is given, immediately upon the occurrence of an Act of Insolvency with respect to Seller or Guarantor), the Repurchase Date for
each Transaction hereunder shall, if it has not already occurred, be deemed immediately to occur (the date on which such option
is exercised or deemed to have been exercised being referred to hereinafter as the “Accelerated Repurchase Date”).


 


(ii)         If
Buyer exercises or is deemed to have exercised the option referred to in Article 12(b)(i) of this Agreement:


 


(A)         Seller’s
obligations hereunder to repurchase all Purchased Assets shall become immediately due and payable on and as of the Accelerated
Repurchase Date; and


 




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(B)         to
the extent permitted by applicable law, the Repurchase Price with respect to each Transaction (determined as of the Accelerated
Repurchase Date) shall be increased by the aggregate amount obtained by daily application of, on a 360 day per year basis for the
actual number of days during the period from and including the Accelerated Repurchase Date to but excluding the date of payment
of the Repurchase Price (as so increased), (x) the Pricing Rate for such Transaction multiplied by (y) the Repurchase Price for
such Transaction (decreased by (I) any amounts actually remitted to Buyer by the Depository or Seller from time to time pursuant
to Article 5 of this Agreement and applied to such Repurchase Price, and (II) any amounts applied to the Repurchase Price
pursuant to Article 12(b)(iii) of this Agreement); and


 


(C)         the
Custodian shall, upon the request of Buyer, deliver to Buyer all instruments, certificates and other documents then held by the
Custodian relating to the Purchased Assets.


 


(iii)        Upon
the occurrence of an Event of Default with respect to Seller, Buyer may (A) immediately sell on a servicing released basis, at
a public or private sale in a commercially reasonable manner and at such price or prices as Buyer may deem satisfactory any or
all of the Purchased Assets, and/or (B) in its sole discretion elect, in lieu of selling all or a portion of such Purchased Assets,
to give Seller credit for such Purchased Assets in an amount equal to the Market Value of such Purchased Assets against the aggregate
unpaid Repurchase Price for such Purchased Assets and any other amounts owing by Seller under the Transaction Documents. The proceeds
of any disposition of Purchased Assets effected pursuant to this Article 12(b)(iii) shall be applied, (v) first,
to the costs and expenses incurred by Buyer in connection with Seller’s default; (w) second, to actual, out-of-pocket
damages incurred by Buyer in connection with Seller’s default (including, but not limited to, costs of cover and/or Hedging
Transactions, if any), (x) third, to the Repurchase Price; (y) fourth, to any Breakage Costs; and (z) fifth,
to return any excess to Seller.


 


(iv)        The
parties recognize that it may not be possible to purchase or sell all of the Purchased Assets on a particular Business Day, or
in a transaction with the same purchaser, or in the same manner because the market for such Purchased Assets may not be liquid.
In view of the nature of the Purchased Assets, the parties agree that liquidation of a Transaction or the Purchased Assets does
not require a public purchase or sale and that a good faith private purchase or sale shall be deemed to have been made in a commercially
reasonable manner. Accordingly, Buyer may elect, in its sole discretion, the time and manner of liquidating any Purchased Assets,
and nothing contained herein shall (A) obligate Buyer to liquidate any Purchased Assets on the occurrence and during the continuance
of an Event of Default or to liquidate all of the Purchased Assets in the same manner or on the same Business Day or (B) constitute
a waiver of any right or remedy of Buyer.


 


(v)         Seller
shall be liable to Buyer and its Affiliates and shall indemnify Buyer and its Affiliates for (A) the amount (including in connection
with the enforcement of this Agreement) of all actual, out-of-pocket losses, costs and expenses, including reasonable legal fees
and expenses, actually incurred by Buyer in connection with or as a consequence of an Event of Default with respect to Seller and
(B) all costs incurred by Buyer in connection with Hedging Transactions in the event that Seller, from and after an Event of Default,
takes any action to impede or otherwise affect Buyer’s remedies under this Agreement.


 




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(vi)        Buyer
shall have, in addition to its rights and remedies under the Transaction Documents, all of the rights and remedies provided by
applicable federal, state, foreign (where relevant), and local laws (including, without limitation, if the Transactions are recharacterized
as secured financings, the rights and remedies of a secured party under the UCC of the State of New York, to the extent that the
UCC is applicable, and the right to offset any mutual debt and claim), in equity, and under any other agreement between Buyer and
Seller. Without limiting the generality of the foregoing, Buyer shall be entitled to set off the proceeds of the liquidation of
the Purchased Assets against all of Seller’s obligations to Buyer under this Agreement, without prejudice to Buyer’s
right to recover any deficiency.


 


(vii)       Subject
to the notice and cure periods set forth herein, Buyer may exercise any or all of the remedies available to Buyer immediately upon
the occurrence of an Event of Default with respect to Seller and at any time during the continuance thereof. All rights and remedies
arising under the Transaction Documents, as amended from time to time, are cumulative and not exclusive of any other rights or
remedies that Buyer may have.


 


(viii)      Buyer
may enforce its rights and remedies hereunder without prior judicial process or hearing, and Seller hereby expressly waives any
defenses Seller might otherwise have to require Buyer to enforce its rights by judicial process. Seller also waives, to the extent
permitted by law, any defense Seller might otherwise have arising from the use of nonjudicial process, disposition of any or all
of the Purchased Assets, or from any other election of remedies. Seller recognizes that nonjudicial remedies are consistent with
the usages of the trade, are responsive to commercial necessity and are the result of a bargain at arm’s length.


 


(c)          If
at any time Buyer determines that any Purchased Asset is not an Eligible Asset, the related Transaction shall terminate and Seller
shall repurchase such Purchased Asset. No later than three (3) Business Days after receiving notice or Seller becoming otherwise
aware that such Purchased Asset is not an Eligible Asset, Seller shall repurchase the affected Purchased Asset and Seller shall
pay the applicable Repurchase Price for such Purchased Asset to Buyer by depositing such amount in immediately available funds
at the direction of Buyer.


 


ARTICLE
13.

SINGLE AGREEMENT


 


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


 




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ARTICLE
14.

RECORDING OF COMMUNICATIONS


 


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


 


ARTICLE
15.

NOTICES AND OTHER COMMUNICATIONS


 


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


 




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ARTICLE
16.

ENTIRE AGREEMENT; SEVERABILITY


 


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


 


ARTICLE
17.

NON-ASSIGNABILITY


 


(a)          Subject
to Article 17(b) below, Seller may not assign any of its rights or obligations under this Agreement without the prior written
consent of Buyer (not to be unreasonably withheld or delayed) and any attempt by Seller to assign any of its rights or obligations
under this Agreement without the prior written consent of Buyer shall be null and void. Buyer may, without consent of Seller, sell
participating interests in any Transaction, its interest in the Purchased Assets, or any other interest of Buyer under this Agreement
to one or more banks, financial institutions or other entities (“Participants”) participating interests in any
Transaction, its interest in the Purchased Assets, or any other interest of Buyer under this Agreement. Buyer may, at any time
and from time to time, assign to any Person (an “Assignee” and together with Participants, each a “Transferee”
and collectively, the “Transferees”) all or any part of its rights its interest in the Purchased Assets, or
any other interest of Buyer under this Agreement except that, prior to a Default or an Event of Default, no such Transferee shall
be a Prohibited Transferee. Seller agrees to, and to cause Guarantor to, cooperate with Buyer in connection with any such assignment,
transfer or sale of participating interest and to enter into such restatements of, and amendments, supplements and other modifications
to, this Agreement in order to give effect to such assignment, transfer or sale. Seller agrees that each Participant shall be entitled
to the benefits of Article 3(j), Article 3(k), and Articles 3(p) through (u) (subject to the requirements
and limitations therein, including the requirements under Article 3(t) (it being understood that the documentation required
under Article 3(t) shall be delivered to the participating Buyer)) to the same extent as if it were an Assignee and had
acquired its interest by assignment pursuant to this Article 17(a); provided that, such Participant (A) agrees to
be subject to the provisions of Article 3(w) as if it were an Assignee under this Article 17(a), and (B) shall not
be entitled to receive any greater payment under Article 3(k), Article 3(p), or Article 3(s), with respect
to any participation, than its participating Buyer, as applicable, would have been entitled to receive, except to the extent such
entitlement to receive a greater payment results from the adoption of or any change in any Requirement of Law or in the interpretation
or application thereof by a Governmental Authority, in any case which occurs after the Participant acquired the applicable participation.
Each Buyer that sells a participation agrees, at Seller’s request and expense, to use reasonable efforts to cooperate with
Seller to effectuate the provisions of Article 3(w) with respect to the applicable Participant.


 




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(b)          Title
to all Purchased Assets and Purchased Items shall pass to Buyer and Buyer shall have free and unrestricted use of all Purchased
Assets. Nothing in this Agreement shall preclude Buyer from engaging in repurchase transactions with the Purchased Assets and Purchased
Items or otherwise selling, pledging, repledging, transferring, hypothecating, or rehypothecating the Purchased Assets and Purchased
Items, all on terms that Buyer may determine in its sole discretion; provided, however, that Buyer shall transfer
the Purchased Assets to Seller on the applicable Repurchase Date free and clear of any pledge, lien, security interest, encumbrance,
charge or other adverse claim on any of the Purchased Assets. Nothing contained in this Agreement shall obligate Buyer to segregate
any Purchased Assets or Purchased Items transferred to Buyer by Seller.


 


(c)          Buyer,
acting for this purpose as an agent of Seller, shall maintain at one of its offices a register for the recordation of the names
and addresses of Buyer, and the percentage of the rights and obligations under this Agreement owing to, Buyer and each Transferee
pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive,
and Seller, Buyer, and each Transferee shall treat each Person whose name is recorded in the Register pursuant to the terms hereof
as a Buyer or Transferee, as applicable, hereunder for all purposes of this Agreement, notwithstanding notice to the contrary.
The Register shall be available for inspection by Seller at any reasonable time and from time to time upon reasonable prior notice;
provided that Buyer shall have no obligation to disclose all or any portion of the Register regarding Participants (including
the identity of any Participant or any information relating to a Participant's beneficial interest in this Agreement) to any Person
except to the extent that such disclosure is necessary to establish that such beneficial interest in this Agreement or other obligation
is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Register shall
be conclusive absent manifest error, and Buyer shall treat each Person whose name is recorded in the Register as the owner of its
respective interest for all purposes of this Agreement notwithstanding any notice to the contrary. No sale, assignment, transfer
or participation pursuant to this Article 17 shall be effective until reflected in the Register.


 


ARTICLE
18.

GOVERNING LAW


 


THIS AGREEMENT SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL
OBLIGATIONS LAW WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF.


 


ARTICLE
19.

NO WAIVERS, ETC.


 


No express or implied
waiver of any Event of Default by either party shall constitute a waiver of any other Event of Default and no exercise of any remedy
hereunder by any party shall constitute a waiver of its right to exercise any other remedy hereunder. No modification or waiver
of any provision of this Agreement and no consent by any party to a departure herefrom shall be effective unless and until such
shall be in writing and duly executed by both of the parties hereto. Without limitation of any of the foregoing, the failure to
give a notice pursuant to Articles 4(a) or 4(b) hereof will not constitute a waiver of any right to do so at
a later date.


 




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ARTICLE
20.

USE OF EMPLOYEE PLAN ASSETS


 


(a)          If
assets of an employee benefit plan subject to any provision of ERISA are intended to be used by either party hereto (the “Plan
Party”) in a Transaction, the Plan Party shall so notify the other party prior to the Transaction. The Plan Party shall
represent in writing to the other party that the Transaction does not constitute a prohibited transaction under ERISA or is otherwise
exempt therefrom, and the other party may proceed in reliance thereon but shall not be required so to proceed.


 


(b)          Subject
to the last sentence of subparagraph (a) of this Article 20, any such Transaction shall proceed only if Seller furnishes
or has furnished to Buyer its most recent available audited statement of its financial condition and its most recent subsequent
unaudited statement of its financial condition.


 


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


 


ARTICLE
21.

INTENT


 


(a)          The
parties intend and recognize that each Transaction (including any Additional Advance or Future Funding Transaction) is a “repurchase
agreement” as that term is defined in Section 101(47) of the Bankruptcy Code (except insofar as the type of Assets subject
to such Transaction, Additional Advance and/or Future Funding Transaction or the term of such Transaction, Additional Advance and/or
Future Funding Transaction would render such definition inapplicable), and a “securities contract” as that term is
defined in Section 741 of the Bankruptcy Code (except insofar as the type of assets subject to such Transaction, Additional
Advance and/or Future Funding Transaction would render such definition inapplicable). The parties intend (a) for each Transaction
(including any Additional Advance or Future Funding Transaction) to qualify for the safe harbor treatment provided by the Bankruptcy
Code and for Buyer to be entitled to all of the rights, benefits and protections afforded to Persons under the Bankruptcy Code
with respect to a “repurchase agreement” as defined in Section 101(47) of the Bankruptcy Code and a “securities
contract” as defined in Section 741(7) of the Bankruptcy Code and that payments under this Agreement are deemed “margin
payments” or “settlement payments,” as defined in Section 741 of the Bankruptcy Code, (b) for the grant of a
security interest set forth in Article 6 to also be a “securities contract” as defined in Section 741(7)(A)(xi)
of the Bankruptcy Code and a “repurchase agreement” as that term is defined in Section 101(47)(A)(v) of the Bankruptcy
Code, and (c) that each party (for so long as each is either a “financial institution,” “financial participant,”
“repo participant,” “master netting participant” or other entity listed in Section 546, 555, 559, 561,
362(b)(6) or 362(b)(7) of the Bankruptcy Code) shall be entitled to the “safe harbor” benefits and protections afforded
under the Bankruptcy Code with respect to a “repurchase agreement” and a “securities contract,” and a “master
netting agreement,” including (x) the rights, set forth in Article 12 and in Section 555, 559 and 561 of the Bankruptcy
Code, to liquidate the Purchased Assets and terminate this Agreement, and (y) the right to offset or net out as set forth in Article
12 and in Sections 362(b)(6), 362 (b)(7), 362(b)(27), 362(o) and 546 of the Bankruptcy Code.


 




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(b)          It
is understood that either party’s right to accelerate or terminate this Agreement or to liquidate Assets delivered to it
in connection with the Transactions, Additional Advances and/or Future Funding Transactions hereunder or to exercise any other
remedies pursuant to Article 12 hereof is a contractual right to accelerate, terminate or liquidate this Agreement
or the Transactions (including any related Additional Advances and/or Future Funding 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, Additional Advances and Future Funding Transactions hereunder is a contractual right to
cause the termination, liquidation or acceleration of, or to offset net termination values, payment amounts or other transfer obligations
arising under or in connection with this Agreement as described in Section 561 of the Bankruptcy Code.


 


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


 


(d)          Each
party hereto hereby further agrees that it shall not challenge the characterization of (i) this Agreement or any Transaction, Additional
Advance or Future Funding Transaction as a “repurchase agreement,” “securities contract” and/or “master
netting agreement,” or (ii) each party as a “repo participant” within the meaning of the Bankruptcy Code except
insofar as the type of Asset subject to the Transactions, Additional Advances and/or Future Funding Transactions or, in the case
of a “repurchase agreement,” the term of the Transactions, Additional Advances and/or Future Funding Transactions,
would render such definition inapplicable.


 


(e)          It
is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal
Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation
under any Transaction, Additional Advance and Future Funding Transaction hereunder shall constitute a “covered contractual
payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to
FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined
in FDICIA).


 


(f)          It
is understood that this Agreement constitutes a “master netting agreement” as defined in Section 101(38A) of the Bankruptcy
Code, and as used in Section 561 of the Bankruptcy Code.


 




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(g)          It
is the intention of the parties that, for U.S. Federal, state and local income and franchise tax purposes and for accounting purposes,
each Transaction, Additional Advance and Future Funding Transaction constitute a financing, and that Seller be (except to the extent
that Buyer shall have exercised its remedies following an Event of Default) the owner of the Purchased Assets for such purposes.
Unless prohibited by applicable law, Seller and Buyer shall treat the Transactions, Additional Advances and Future Funding Transactions
as described in the preceding sentence (including on any and all filings with any U.S. Federal, state, or local taxing authority
and agree not to take any action inconsistent with such treatment).


 


ARTICLE
22.

DISCLOSURE RELATING TO CERTAIN FEDERAL PROTECTIONS


 


The parties acknowledge
that they have been advised that:


 


(a)          in
the case of Transactions in which one of the parties is a broker or dealer registered with the Securities and Exchange Commission
(“SEC”) under Section 15 of the Securities Exchange Act of 1934, the Securities Investor Protection Corporation
has taken the position that the provisions of the Securities Investor Protection Act of 1970 (“SIPA”) do not
protect the other party with respect to any Transaction hereunder;


 


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


 


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


 


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


 


ARTICLE
23.

CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL


 


(a)          Each
party irrevocably and unconditionally (i) submits to the non-exclusive jurisdiction of any United States Federal or New York State
court sitting in Manhattan, and any appellate court from any such court, solely for the purpose of any suit, action or proceeding
brought to enforce its obligations under this Agreement or relating in any way to this Agreement or any Transaction under this
Agreement and (ii) waives, to the fullest extent it may effectively do so, any defense of an inconvenient forum to the maintenance
of such action or proceeding in any such court and any right of jurisdiction on account of its place of residence or domicile.


 




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(b)          To
the extent that either party has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or
proceeding, from jurisdiction of any court or from set off or any legal process (whether service or notice, attachment prior to
judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) with respect to itself or any of its
property, such party hereby irrevocably waives and agrees not to plead or claim such immunity in respect of any action brought
to enforce its obligations under this Agreement or relating in any way to this Agreement or any Transaction under this Agreement.


 


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


 


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


 


ARTICLE
24.

NO RELIANCE


 


Each of Buyer and Seller
hereby acknowledges, represents and warrants to the other that, in connection with the negotiation of, the entering into, and the
performance under, the Transaction Documents and each Transaction thereunder:


 


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


 


(b)          It
has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisors to the extent that it
has deemed necessary, and it has made its own investment, hedging and trading decisions (including decisions regarding the suitability
of any Transaction) based upon its own judgment and upon any advice from such advisors as it has deemed necessary and not upon
any view expressed by the other party;


 


(c)          It
is a sophisticated and informed Person that has a full understanding of all the terms, conditions and risks (economic and otherwise)
of the Transaction Documents and each Transaction thereunder and is capable of assuming and willing to assume (financially and
otherwise) those risks;


 




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


 


(e)          It
is not acting as a fiduciary or financial, investment or commodity trading advisor for the other party and has not given the other
party (directly or indirectly through any other Person) any assurance, guarantee or representation whatsoever as to the merits
(either legal, regulatory, tax, business, investment, financial accounting or otherwise) of the Transaction Documents or any Transaction
thereunder.


 


ARTICLE
25.

INDEMNITY


 


Seller hereby agrees
to indemnify Buyer, Buyer’s designee, Buyer’s Affiliates and each of Buyer’s and any such designee’s or
Affiliate’s respective 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, taxes (including
stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any of the Purchased Assets
or Purchased Items or in connection with any of the transactions contemplated by this Agreement and the documents delivered in
connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’
fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may
at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall
have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection
with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified
Party under or in connection with any of the foregoing. Without limiting the generality of the foregoing, Seller agrees to hold
each Indemnified Party harmless from and indemnify each Indemnified Party against all Indemnified Amounts with respect to all Purchased
Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer
credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act. In
any suit, proceeding or action brought by any Indemnified Party in connection with any Purchased Asset for any sum owing thereunder,
or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold such Indemnified Party harmless from
and against all actual, out-of-pocket expense (including attorneys’ fees), loss or damage suffered by reason of any defense,
set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out
of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time
owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as
and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with Buyer’s
due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 26
and Article 3 (including, without limitation, all Pre-Transaction Legal Expenses, even if the underlying prospective
Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s
rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees
and disbursements of its counsel. Seller hereby acknowledges that the obligations of Seller hereunder are a recourse obligation
of Seller. This Article 25 shall not apply with respect to Taxes other than any Taxes that represent liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, fees, costs or expenses arising from any non-Tax claim.


 




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ARTICLE
26.

DUE DILIGENCE


 


Seller acknowledges
that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Assets, for purposes of verifying
compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable
prior notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect,
and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments
or information relating to such Purchased Assets in the possession or under the control of Seller, Primary Servicer, Interim Servicer,
any other servicer or sub-servicer and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out-of-pocket
costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets during the term of this Agreement,
which shall be paid by Seller to Buyer within ten (10) days after receipt of an invoice therefor. Seller also shall make available
to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset
Files and the Purchased Assets. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into
Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and
covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence
review on some or all of the Purchased Assets. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter
to perform such underwriting. Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting,
including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements,
instruments or information relating to such Purchased Assets in the possession, or under the control, of Seller. Seller further
agrees that Seller shall reimburse Buyer for any and all attorneys’ fees, costs and expenses incurred by Buyer in connection
with continuing due diligence on Eligible Assets and Purchased Assets.


 


ARTICLE
27.

SERVICING


 


(a)          Each
servicer of any Purchased Asset (including the Interim Servicer and the Primary Servicer) shall service the Purchased Assets for
the benefit of Buyer and Buyer’s successors and assigns. Seller shall cause each such servicer (including the Interim Servicer
and the Primary Servicer) to service the Purchased Assets at Seller’s sole cost and for the benefit of Buyer in accordance
with Accepted Servicing Practices; provided that, without prior written consent of Buyer in its sole discretion as required
by Articles 7(d) and (f), no servicer (including the Interim Servicer and the Primary Servicer) of any of the
Purchased Assets shall take any action with respect to any Purchased Asset described in Articles 7(d) and (f).


 




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(b)          Seller
agrees that Buyer is the owner of all Servicing Rights and servicing records, including, but not limited to, any and all servicing
agreements and pooling and servicing agreements (including, without limitation, the Primary Servicing Agreement, the Interim Servicing
Agreement or any other servicing agreement relating to the servicing of any or all of the Purchased Assets) (collectively, the
“Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof
of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records
relating to or evidencing the servicing of Purchased Assets (the “Servicing Records”), so long as the Purchased
Assets are subject to this Agreement. Seller grants Buyer a security interest in all servicing fees and rights relating to the
Purchased Assets and all Servicing Rights and Servicing Records to secure the obligation of Seller or its designee to service in
conformity with this Article 27 and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing
Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request.


 


(c)          Upon
the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to
the Purchased Assets on a servicing released basis and/or (ii) terminate Primary Servicer, Interim Servicer or any other servicer
or sub-servicer of the Purchased Assets (including, without limitation, Seller, in its capacity as servicer of the Purchased Assets),
with or without cause, in each case without payment of any termination fee.


 


(d)          Seller
shall not employ sub-servicers or any other servicer other than Primary Servicer pursuant to the Primary Servicing Agreement or
Interim Servicer pursuant to the Interim Servicing Agreement to service the Purchased Assets without the prior written approval
of Buyer, in Buyer’s sole discretion. If the Purchased Assets are serviced by a sub-servicer or any other servicer, Seller
shall, irrevocably assign all rights, title and interest (if any) in the servicing agreements in the Purchased Assets to Buyer.
Seller shall cause all servicers other than the Interim Servicer (including, without limitation, the Primary Servicer) and sub-servicers
engaged by Seller to execute the Servicer Notice with Buyer acknowledging Buyer’s ownership of the Purchased Assets and Servicing
Rights and Buyer’s security interest and agreeing that each servicer and/or sub servicer shall immediately transfer all Income
and other amounts with respect to the Purchased Assets to Buyer in accordance with the applicable Servicing Agreement and so long
as any Purchased Asset is owned by Buyer hereunder, following notice from Buyer to Seller and each such servicer of an Event of
Default under this Agreement, each such servicer (including the Interim Servicer and Primary Servicer) or sub-servicer shall take
no action with regard to such Purchased Asset other than as specifically directed by Buyer. Seller shall cause each Servicing Agreement
(including the Interim Servicing Agreement) to be consistent with the terms of this Agreement and each Servicer (including the
Interim Servicer) to comply with such terms.


 


(e)          The
payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement.


 


(f)          For
the avoidance of doubt, Seller retains no economic rights to the servicing of the Purchased Assets. As such, Seller expressly acknowledges
that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by Buyer.


 




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(g)          Seller
shall cause each servicer of a Purchased Asset to provide to Buyer and to the Custodian via electronic transmission, promptly upon
request by Buyer a Servicing Tape for the month (or any portion thereof) prior to the date of Buyer’s request; provided,
that to the extent any servicer does not provide any such Servicing Tape, Seller shall prepare and provide to Buyer and Custodian
via electronic transmission a remittance report containing the servicing information that would otherwise be set forth in the Servicing
Tape; and provided, further, that regardless of whether Seller at any time delivers any such remittance report, Seller
shall at all times use commercially reasonable efforts to cause each servicer to provide each Servicing Tape in accordance herewith.


 


(h)          Contemporaneously
with the execution of this Agreement on the Closing Date, Buyer, Seller and Interim Servicer shall enter into the Interim Servicing
Agreement. The Interim Servicing Agreement shall automatically terminate on the (thirtieth) 30th day following its execution
and at the end of each thirty (30) day period thereafter, unless, in each case, Buyer shall agree, by prior written notice to the
Interim Servicer to be delivered on or before the Remittance Date immediately preceding each such scheduled termination date, to
extend the termination date an additional thirty (30) days. Neither Seller nor Interim Servicer may assign its rights or obligations
under the Interim Servicing Agreement without the prior written consent of Buyer.


 


ARTICLE
28.

MISCELLANEOUS


 


(a)          Seller
hereby acknowledges and agrees that Buyer may either securitize or participate, syndicate or otherwise sell interests in the
Transactions, any Transaction and/or any portion thereof (any such transaction, a “Secondary Market Transaction”).
To the extent Buyer desires to implement any Secondary Market Transaction, Seller agrees to reasonably cooperate with Buyer, at
Buyer’s sole cost and expense (including, without limitation, Buyer’s attorneys’ fees and costs and Seller’s
reasonable attorneys’ fees and costs), to plan, structure, negotiate, implement and execute such Secondary Market Transaction;
provided that such Secondary Market Transaction has no adverse tax consequence on Seller or its direct or indirect owners.
Seller hereby further acknowledges and agrees that (i) Buyer reserves the right to convert any Transaction or Transactions (or
any portion thereof) at any time (including in connection with a Secondary Market Transaction) to components, pari passu
financing or subordinate financing, including one or more tranches of preferred equity, subordinate debt, multiple notes, or participation
interests, each subordinate to such loan (“Subordinate Financing”, and the senior portion of any such Subordinate
Financing, the “Senior Tranche”), and (ii) any such Subordinate Financing shall have individual coupon rates
that, when blended with the Senior Tranche in the aggregate, shall equal at all times the Price Differential. Seller acknowledges
and agrees that the terms of any such Subordinate Financing will provide that a default under the Senior Tranche shall be a default
under the respective Subordinate Financing. Seller consents to disclosure by Buyer or any of its Affiliates of the Purchased Assets,
collateral therefor and Seller’s and its Affiliates’ and/or principals’ operating and financial statements in
connection with the servicing of any Purchased Assets and any Secondary Market Transaction.


 




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(b)          All
rights, remedies and powers of Buyer hereunder and in connection herewith are irrevocable and cumulative, and not alternative or
exclusive, and shall be in addition to all other rights, remedies and powers of Buyer whether under law, equity or agreement. In
addition to the rights and remedies granted to it in this Agreement, to the extent this Agreement is determined to create a security
interest, Buyer shall have all rights and remedies of a secured party under the UCC.


 


(c)          The
Transaction Documents may be executed in counterparts, each of which so executed shall be deemed to be an original, but all of
such counterparts shall together constitute but one and the same instrument.


 


(d)          The
headings in the Transaction Documents are for convenience of reference only and shall not affect the interpretation or construction
of the Transaction Documents.


 


(e)          Without
limiting the rights and remedies of Buyer under the Transaction Documents, Seller shall pay Buyer’s reasonable actual, out-of-pocket
costs and expenses, including reasonable fees and expenses of accountants, attorneys and advisors, incurred in connection with
the preparation, negotiation, execution and consummation of, and any amendment, supplement or modification to, the Transaction
Documents and the Transactions thereunder, whether or not such Transaction Document (or amendment thereto) or Transaction is ultimately
consummated. Seller agrees to pay Buyer on demand all costs and expenses (including reasonable expenses for legal services of every
kind) of any subsequent enforcement of any of the provisions hereof, or of the performance by Buyer of any obligations of Seller
in respect of the Purchased Assets, or any actual or attempted sale, or any exchange, enforcement, collection, compromise or settlement
in respect of any of the Purchased Items and for the custody, care or preservation of the Purchased Items (including insurance
costs) and defending or asserting rights and claims of Buyer in respect thereof, by litigation or otherwise. In addition, Seller
agrees to pay Buyer on demand all reasonable costs and expenses (including reasonable expenses for legal services) incurred in
connection with the maintenance of the Depository Account and registering the Purchased Items in the name of Buyer or its nominee.
All such expenses shall be recourse obligations of Seller to Buyer under this Agreement.


 


(f)          In
addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of such rights,
Seller hereby grants to Buyer and its Affiliates a right of offset, to secure repayment of all amounts owing to Buyer or its Affiliates
by Seller under the Transaction Documents, upon any and all monies, securities, collateral or other property of Seller and the
proceeds therefrom, now or hereafter held or received by Buyer or its Affiliates or any entity under the Control of Buyer or its
Affiliates and its respective successors and assigns (including, without limitation, branches and agencies of Buyer, wherever located),
for the account of Seller, whether for safekeeping, custody, pledge, transmission, collection, or otherwise, and also upon any
and all deposits (general or specified) and credits of Seller at any time existing. Buyer and its Affiliates are hereby authorized
at any time and from time to time upon the occurrence and during the continuance of an Event of Default, without notice to Seller,
to offset, appropriate, apply and enforce such right of offset against any and all items hereinabove referred to against any amounts
owing to Buyer or its Affiliates by Seller thereof under the Transaction Documents or any other agreement, irrespective of whether
Buyer or its Affiliates shall have made any demand hereunder and although such amounts, or any of them, shall be contingent or
unmatured and regardless of any other collateral securing such amounts. Seller shall be deemed directly indebted to Buyer and its
Affiliates in the full amount of all amounts owing to Buyer and its Affiliates by Seller under the Transaction Documents or any
other agreement, and Buyer and its Affiliates shall be entitled to exercise the rights of offset provided for above. ANY AND ALL
RIGHTS TO REQUIRE BUYER OR ITS AFFILIATES TO EXERCISE THEIR RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL OR PURCHASED
ITEMS THAT SECURE THE AMOUNTS OWING TO BUYER OR ITS AFFILIATES BY SELLER UNDER THE TRANSACTION DOCUMENTS, PRIOR TO EXERCISING THEIR
RIGHT OF OFFSET WITH RESPECT TO SUCH MONIES, SECURITIES, COLLATERAL, DEPOSITS, CREDITS OR OTHER PROPERTY OF SELLER, ARE HEREBY
KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED BY SELLER.


 




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(g)          Each
provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision
of this Agreement shall be prohibited by or be invalid under such law, such provision shall be ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.


 


(h)          This
Agreement contains a final and complete integration of all prior expressions by the parties with respect to the subject matter
hereof and thereof and shall constitute the entire agreement among the parties with respect to such subject matter, superseding
all prior oral or written understandings.


 


(i)          The
parties understand that this Agreement is a legally binding agreement that may affect such party’s rights. Each party represents
to the other that it has received legal advice from counsel of its choice regarding the meaning and legal significance of this
Agreement and that it is satisfied with its legal counsel and the advice received from it.


 


(j)          Should
any provision of this Agreement require judicial interpretation, it is agreed that a court interpreting or construing the same
shall not apply a presumption that the terms hereof shall be more strictly construed against any Person by reason of the rule of
construction that a document is to be construed more strictly against the Person who itself or through its agent prepared the same,
it being agreed that all parties have participated in the preparation of this Agreement.


 


(k)          Wherever
pursuant to this Agreement, Buyer exercises any right given to it to consent or not consent, or to approve or disapprove, or any
arrangement or term is to be satisfactory to, Buyer in its sole discretion, Buyer shall decide to consent or not consent, or to
approve or disapprove or to decide that arrangements or terms are satisfactory or not satisfactory, in its sole and absolute discretion
and such decision by Buyer shall be final and conclusive.


 


(l)          Each
Affiliated Hedge Counterparty is an intended third party beneficiary of this Agreement and the parties hereto agree that this Agreement
shall not be amended or otherwise modified without the written consent of each Affiliated Hedge Counterparty, such consent not
to be unreasonably withheld.


 


(m)          This
Agreement may not be assigned by Seller without the prior written consent of Buyer.


 


[REMAINDER OF PAGE LEFT BLANK]


 




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


 


	 	BUYER:
	 	 
	 	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association
	 	 	 
	 	By:	/s/ Thomas N. Cassino
	 	 	Name:  Thomas N. Cassino
	 	 	Title:  Vice President


 




    	 



    	 



    








 


	 	SELLER:
	 	 	 
	 	ARC RFT JPM LOAN, LLC, a Delaware 

limited liability company
	 	 	 
	 	By: 	/s/ Marc Tolchin
	 	 	Name:  Marc Tolchin
	 	 	Title:  Authorized Signatory


 




    	 



    	 



    

 


ANNEXES, EXHIBITS AND SCHEDULES


 


	ANNEX I	Names and Addresses for Communications between Parties
	 	 
	EXHIBIT I	Form of Confirmation
	 	 
	EXHIBIT II	Authorized Representatives of Seller
	 	 
	EXHIBIT III-A	Monthly Reporting Package
	 	 
	EXHIBIT III-B	Quarterly Reporting Package
	 	 
	EXHIBIT III-C	Annual Reporting Package
	 	 
	EXHIBIT IV	Form of Custodial Delivery Certificate
	 	 
	EXHIBIT V	Form of Power of Attorney
	 	 
	EXHIBIT VI	Representations and Warranties Regarding Individual Purchased Assets
	 	 
	EXHIBIT VII	Asset Information
	 	 
	EXHIBIT VIII	Purchase and Additional Advance Procedures
	 	 
	EXHIBIT IX	Form of Bailee Letter
	 	 
	EXHIBIT X	Form of Margin Deficit Notice
	 	 
	EXHIBIT XI	UCC Filing Jurisdictions
	 	 
	EXHIBIT XII	Tax Compliance Certificates
	 	 
	EXHIBIT XIII	Form of Servicer Notice
	 	 
	EXHIBIT XIV	Form of Release Letter
	 	 
	EXHIBIT XV	Covenant Compliance Certificate
	 	 
	EXHIBIT XVI	Form of Re-direction Letter
	 	 
	EXHIBIT XVII	[Reserved.]
	 	 
	EXHIBIT XVIII	Form of Future Funding Confirmation
	 	 
	EXHIBIT XIX	Future Funding Advance Procedures


 




    	 



    	 



    

 


ANNEX I


 


Names
and Addresses for Communications Between Parties


 


Buyer:


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION


383 Madison Avenue


New York, New York 10179


	Attention:	Ms. Nancy S. Alto
	Telephone:	(212) 623-7109
	Telecopy:	(212) 623-7714


 


With copies to:


 


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION


383 Madison Avenue


New York, New York 10179


	Attention:	Charles Y. Lee
	Telephone:	(212) 834-9328
	Telecopy:	(347) 438-2992
	 	 


and


 


Cadwalader Wickersham & Taft LLP


227 West Trade Street


Charlotte, North Carolina 28202


	Attention:	Stuart N. Goldstein, Esq.
	Telephone:	(704) 348-5258
	Telecopy:	(704) 348-5200


 


Seller:


 


ARC RFT JPM
Loan, LLC 


c/o ARC Realty Finance Advisors, LLC


405 Park Avenue, 3rd Floor


New York, New York 10022


Attention:  Asset Management


Email: RFTAssetManagement@arlcap.com


 


With copies to:


 


ARC RFT JPM
Loan, LLC 


c/o ARC Realty Finance Advisors, LLC


405 Park Avenue, 14th Floor


New York, New York 10022


Attention:  Marc A. Tolchin, Esq.


Email: mtolchin@arlcap.com


 



    	 



    	 



    

 


With copies to:


 


Allen & Overy LLP


1221 Avenue of the Americas


New York, New York 10010


	Attention: 	Robert J. Grados, Esq.
	Telephone: 	(212) 610-6455
	Telecopy: 	(212) 610-6399


 




    	-2-



    	 



    

 


EXHIBIT I


 


CONFIRMATION STATEMENT


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION


 


Ladies and Gentlemen:


 


Seller is pleased to
deliver our written CONFIRMATION of our agreement to enter into the Transaction pursuant to which JPMorgan Chase Bank, National
Association shall purchase from us the Purchased Assets identified on the attached Schedule 1 pursuant to the Master
Repurchase Agreement, dated as of June 18, 2014 (the “Agreement”), between JPMorgan
Chase Bank, NATIONAL ASSOCIATION (“Buyer”) and ARC RFT JPM LOAN,
LLC (“Seller”) on the following terms. Capitalized terms used herein without definition have the meanings
given in the Agreement.


 


	Purchase Date:	[____] [__], 201[_]
	 	 
	Purchased Assets:	[Name]: As identified on attached Schedule 1
	 	 
	Aggregate Principal Amount of Purchased Assets:	$[____]
	 	 
	Repurchase Date:	 
	 	 
	Purchase Price:	$[____]
	 	 
	Change in Purchase Price	$[____]
	 	 
	Future Funding Obligations	$[____]
	 	 
	Pricing Rate:	one month LIBOR plus ______%
	 	 
	Maximum Advance Rate:	 
	 	 
	Existing Mezzanine Debt:	[Yes/No]
	 	 
	Governing Agreements:	As identified on attached Schedule 1
	 	 
	Requested Wire Amount:	 
	 	 
	Requested Fund Date:	 
	 	 
	Type of Funding:	[Table/Non-table]
	 	 
	Wiring Instructions:	 
	 	 
	Name and address for	Buyer:	JPMorgan Chase Bank, National Association
	communications:	 	383 Madison Avenue
	 	 	New York, New York 10179
	 	 	Attention:       Ms. Nancy S. Alto
	 	 	Telephone:     (212) 623-1989
	 	 	Telecopy:       (917) 546-2564




 



    	 



    	 



    

 


	 	With a	JPMorgan Chase Bank, National Association
	 	copy to:	383 Madison Avenue
	 	 	New York, New York 10179
	 	 	Attention:	Mr. Charles Y. Lee
	 	 	Telephone:	(212) 834-5467
	 	 	Telecopy:	(212) 834-6593
	 	 	 	 
	 	Seller:	ARC RFT JPM Loan, LLC
	 	 	c/o ARC Realty Finance Advisors, LLC
	 	 	405 Park Avenue, 3rd Floor
	 	 	New York, New York 10022
	 	 	Attention:  Asset Management
	 	 	Email: RFTAssetManagement@arlcap.com
	 	 	 
	 	With	ARC RFT JPM Loan, LLC
	 	copies	c/o ARC Realty Finance Advisors, LLC
	 	to:	405 Park Avenue, 14th Floor
	 	 	New York, New York 10022
	 	 	Attention:  Marc A. Tolchin, Esq.
	 	 	Email: mtolchin@arlcap.com




 


	 	ARC RFT JPM LOAN, LLC
	 	 	 
	 	By: 	        
	 	 	Name:
	 	 	Title:


 



    	 



    	 



    

 


AGREED AND ACKNOWLEDGED:


 


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION


 


	By: 	 	 
	 	Name:	 
	 	Title:	 


 




    	 



    	 



    

 


Schedule 1 to Confirmation Statement


 


	Purchased Assets:


 


Aggregate Principal Amount:


 




    	 



    	 



    

 


EXHIBIT II


 


AUTHORIZED REPRESENTATIVES OF SELLER


 


	Name	 	Specimen Signature
	 	 	 
	Marc Tolchin	 	 
	 	 	 
	David Layton	 	 
	 	 	 
	Kevin Bryck	 	 
	 	 	 
	Donald MacKinnon	 	 
	 	 	 
	Andrew Winer	 	 
	 	 	 
	Nicholas Radesca	 	 
	 	 	 
	Jason Fruchtman	 	 


 




    	 



    	 



    

 


EXHIBIT III-A


 


MONTHLY REPORTING PACKAGE


 


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


 


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



 


		·	A remittance report containing servicing information, including without limitation, the amount
of each periodic payment due, the amount of each periodic payment received, the date of receipt, the date due, and whether there
has been any material adverse change to the real property, on a loan by loan basis and in the aggregate, with respect to the Purchased
Assets serviced by any servicer (such remittance report, a “Servicing Tape”), or to the extent any servicer
does not provide any such Servicing Tape, a remittance report containing the servicing information that would otherwise be set
forth in the Servicing Tape.



 


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



 


		·	A listing of any existing Defaults.



 


		·	Trustee remittance reports.



 


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



 




    	 



    	 



    

 


EXHIBIT III-B


 


QUARTERLY REPORTING PACKAGE


 


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


 


		·	Consolidated unaudited financial statements of Guarantor presented fairly in accordance with GAAP
or, if such financial statements being delivered have been filed with the SEC pursuant to the requirements of the Exchange Act,
or similar state securities laws, presented in accordance with applicable statutory and/or regulatory requirements and delivered
to Buyer within the same time frame as are required to be filed in accordance with such applicable statutory or regulatory requirements,
in either case accompanied by a Covenant Compliance Certificate, including a statement of operations and a statement of changes
in cash flows for such quarter and statement of net assets as of the end of such quarter, and certified as being true and correct
by a Covenant Compliance Certificate.



 


		·	A certificate substantially in the form attached hereto as Exhibit XV to this Agreement
(the “Covenant Compliance Certificate”), from a Responsible Officer of Seller.



 




    	 



    	 



    

 


EXHIBIT III-C


 


ANNUAL REPORTING PACKAGE


 


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


 


		·	Guarantor’s consolidated audited financial statements, prepared by a nationally recognized
independent certified public accounting firm and presented fairly in accordance with GAAP or, if such financial statements being
delivered have been filed with the SEC pursuant to the requirements of the Exchange Act, or similar state securities laws, presented
in accordance with applicable statutory and/or regulatory requirements and delivered to Buyer within the same time frame as are
required to be filed in accordance with such applicable statutory and/or regulatory requirements, in either case accompanied by
a Covenant Compliance Certificate, including a statement of operations and a statement of changes in cash flows for such quarter
and statement of net assets as of the end of such quarter accompanied by an unqualified report of the nationally recognized independent
certified public accounting firm that prepared them.



 




    	 



    	 



    

 


EXHIBIT IV


 


FORM OF CUSTODIAL DELIVERY CERTIFICATE


 


On this [___] of [____],
201[_], ARC RFT JPM LOAN, LLC, a Delaware limited liability company (“Seller”)
under that certain Master Repurchase Agreement, dated as of June 18, 2014 (the “Repurchase Agreement”)
between JPMorgan Chase Bank, NATIONAL ASSOCIATION (“Buyer”) and
Seller, does hereby deliver to Wells Fargo Bank, National Association (“Custodian”), as custodian under
that certain Custodial Agreement, dated as of June 18, 2014 (the “Custodial Agreement”), among Buyer, Custodian
and Seller, the Purchased Asset Files with respect to the Purchased Assets to be purchased by Buyer pursuant to the Repurchase
Agreement, which Purchased Assets are listed on the Purchased Asset Schedule attached hereto and which Purchased Assets shall be
subject to the terms of the Custodial Agreement on the date hereof.


 


With respect to the
Purchased Asset Files delivered hereby, for the purposes of issuing the Trust Receipt, the Custodian shall review the Purchased
Asset Files to ascertain delivery of the documents listed in Article II of the Custodial Agreement.


 


Capitalized terms used
herein and not otherwise defined shall have the meanings set forth in the Custodial Agreement.


 


IN WITNESS WHEREOF,
Seller has caused its name to be signed hereto by its officer thereunto duly authorized as of the day and year first above written.


 


	 	ARC RFT JPM LOAN, LLC
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 




    	 



    	 



    

 


Purchased Asset Schedule to Custodial
Delivery


 


Purchased Assets


 




    	 



    	 



    

 


EXHIBIT V


 


FORM OF POWER OF ATTORNEY


 


Know All Men by These
Presents, that ARC RFT JPM LOAN, LLC, a Delaware limited liability company (“Seller”),
does hereby appoint JPMorgan Chase Bank, NATIONAL ASSOCIATION (“Buyer”),
its attorney-in-fact to act in Seller’s name, place and stead in any way that Seller could do with respect to (i) the completion
of the endorsements of the Purchased Assets, including without limitation the Mortgage Notes, Assignments of Mortgages, Mezzanine
Notes, Participation Certificates and assignments of Participation Interests and any transfer documents related thereto, (ii) the
recordation of the Assignments of Mortgages, (iii) the preparation and filing, in form and substance satisfactory to Buyer, of
such financing statements, continuation statements, and other uniform commercial code forms, as Buyer may from time to time, reasonably
consider necessary to create, perfect, and preserve Buyer's security interest in the Purchased Assets and (iv) the enforcement
of Seller’s rights under the Purchased Assets purchased by Buyer pursuant to the Master Repurchase Agreement, dated as of
June 18, 2014 (the “Repurchase Agreement”), between Buyer and Seller, and to take such other steps as may
be necessary or desirable to enforce Buyer’s rights against such Purchased Assets, the related Purchased Asset Files and
the Servicing Records to the extent that Seller is permitted by law to act through an agent.


 


TO INDUCE ANY THIRD
PARTY TO ACT HEREUNDER, SELLER HEREBY AGREES THAT ANY THIRD PARTY RECEIVING A DULY EXECUTED COPY OR FACSIMILE OF THIS INSTRUMENT
MAY ACT HEREUNDER, AND THAT REVOCATION OR TERMINATION HEREOF SHALL BE INEFFECTIVE AS TO SUCH THIRD PARTY UNLESS AND UNTIL ACTUAL
NOTICE OR KNOWLEDGE OR SUCH REVOCATION OR TERMINATION SHALL HAVE BEEN RECEIVED BY SUCH THIRD PARTY, AND SELLER ON ITS OWN BEHALF
AND ON BEHALF OF SELLER’S ASSIGNS, HEREBY AGREES TO INDEMNIFY AND HOLD HARMLESS ANY SUCH THIRD PARTY FROM AND AGAINST ANY
AND ALL CLAIMS THAT MAY ARISE AGAINST SUCH THIRD PARTY BY REASON OF SUCH THIRD PARTY HAVING RELIED ON THE PROVISIONS OF THIS INSTRUMENT.


 


THIS POWER OF ATTORNEY
IS COUPLED WITH AN INTEREST AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK PURSUANT
TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.


 


IN WITNESS WHEREOF,
Seller has caused this Power of Attorney to be executed as a deed this 18th day of June, 2014.


 


[SIGNATURES ON THE FOLLOWING
PAGE]


 




    	 



    	 



    

 


	 	ARC RFT JPM LOAN, LLC
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 




    	-2-



    	 



    

 


EXHIBIT VI


 


REPRESENTATIONS AND
WARRANTIES


REGARDING EACH INDIVIDUAL
PURCHASED ASSET THAT IS A


SENIOR MORTGAGE
LOAN


(OTHER THAN A PARTICIPATION
INTEREST)


 


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



 


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



 


		3.	Except with respect to the ARD Loans, which provide that the rate at which interest accrues thereon
increases after the Anticipated Repayment Date, the Purchased Assets (exclusive of any default interest, late charges or prepayment
premiums) are fixed rate mortgage loans or floating rate mortgage loans with terms to maturity, at origination or as of the most
recent modification, as set forth in the Purchased Asset Schedule.



 


		4.	The information pertaining to each Purchased Asset set forth on the Purchased Asset Schedule is
true and correct in all material respects as of the Purchase Date.



 


		5.	At the time of the assignment of the Purchased Assets to Buyer, Seller had good and marketable
title to and was the sole owner and holder of, each Purchased Asset, free and clear of any pledge, lien, encumbrance or security
interest and such assignment validly and effectively transfers and conveys all legal and beneficial ownership of the Purchased
Assets to Buyer free and clear of any pledge, lien, charge, encumbrance, participation or security interest, any other ownership
interests and other interests on, in or to such Senior Mortgage Loan. Seller has full right and authority to sell, assign and transfer
each Senior Mortgage Loan, and the assignment to Buyer constitutes a legal, valid and binding assignment of such Senior Mortgage
Loan free and clear of any and all liens, pledges, charges or security interests of any nature encumbering such Senior Mortgage
Loan subject to the rights and obligations of Seller pursuant to the Agreement.



 


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



 



    	 



    	 



    

 


		7.	In respect of each Purchased Asset, (A) the related Mortgagor is an entity organized under the
laws of a state of the United States of America, the District of Columbia or the Commonwealth of Puerto Rico and (B) the Mortgagor
is not a debtor in any bankruptcy, receivership, conservatorship, reorganization, insolvency, moratorium or similar proceeding.



 


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



 



    	 



    	 



    

 


		9.	The Purchased Asset Documents for each Senior Mortgage Loan that is secured by a hospitality property
operated pursuant to a franchise agreement includes an executed comfort letter or similar agreement signed by the Mortgagor and
franchisor of such property enforceable by the Seller against such franchisor, either directly or as an assignee of the originator.
The Mortgage or related security agreement for each Mortgage Loan secured by a hospitality property creates a security interest
in the revenues of such property for which a UCC financing statement has been filed in the appropriate filing office.



 


		10.	The related Mortgagor under each Purchased Asset has good and indefeasible fee simple or, with
respect to those Purchased Assets described in clause (31) hereof, leasehold title to the Underlying Mortgaged Property comprising
real estate subject to any Permitted Encumbrances.



 


		11.	Seller has received an American Land Title Association (ALTA) lender’s title insurance policy
or a comparable form of lender’s title insurance policy (or escrow instructions binding on the Title Insurer (as defined
below) and irrevocably obligating the Title Insurer to issue such title insurance policy, a title policy commitment or pro-forma
“marked up” at the closing of the related Purchased Asset and countersigned by the Title Insurer or its authorized
agent) as adopted in the applicable jurisdiction (the “Title Policy”), which was issued by a nationally recognized
title insurance company (the “Title Insurer”) qualified to do business in the jurisdiction where the Underlying
Mortgaged Property is located, covering the portion of each Underlying Mortgaged Property comprised of real estate and insuring
that the related Mortgage is a valid first lien in the original principal amount of the related Purchased Asset on the Mortgagor’s
fee simple interest (or, if applicable, leasehold interest) in such Underlying Mortgaged Property comprised of real estate subject
only to Permitted Encumbrances. Such Title Policy was issued in connection with the origination of the related Purchased Asset.
No claims have been made under such Title Policy. Such Title Policy is in full force and effect and all premiums thereon have been
paid and will provide that the insured includes the owner of the Purchased Asset and its successors and/or assigns. No holder of
the related Mortgage has done, by act or omission, anything that would, and Seller has no actual knowledge of any other circumstance
that would, impair the coverage under such Title Policy. Each Title Policy contains no exclusion for, or affirmatively insures
(except for any Underlying Mortgaged Property located in a jurisdiction where such affirmative insurance is not available in which
case such exclusion may exist), (i) that the Underlying Mortgaged Property shown on the Survey is the same as the property legally
described in the Mortgage, and (i) to the extent that the Underlying Mortgaged Property consists of two or more adjoining parcels,
such parcels are contiguous.



 


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



 






    	 



    	 



    

 


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



 


		14.	The Purchased Asset Documents for each Purchased Asset contain enforceable provisions such as to
render the rights and remedies of the holder thereof adequate for the practical realization against the Underlying Mortgaged Property
of the principal benefits of the security intended to be provided thereby, including realization by judicial or, if applicable,
non judicial foreclosure, and there is no exemption available to the related Mortgagor that would interfere with such right of
foreclosure except (i) any statutory right of redemption or (ii) any limitation arising under anti deficiency laws or by bankruptcy,
receivership, conservatorship, reorganization, insolvency, moratorium or other similar laws affecting the enforcement of creditors’
rights generally, and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in
equity or at law).



 



    	 



    	 



    

 


		15.	Each of the related Mortgage Notes and Mortgages are the legal, valid and binding obligations of
the related Mortgagor named on the Purchased Asset Schedule and each of the other related Purchased Asset Documents is the legal,
valid and binding obligation of the parties thereto (subject to any non-recourse provisions therein), enforceable in accordance
with its terms, except as such enforcement may be limited by anti deficiency laws or bankruptcy, receivership, conservatorship,
reorganization, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, and
by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law), and
except that certain provisions of such Purchased Asset Documents are or may be unenforceable in whole or in part under applicable
state or federal laws, but the inclusion of such provisions does not render any of the Purchased Asset Documents invalid as a whole,
and such Purchased Asset Documents taken as a whole are enforceable to the extent necessary and customary for the practical realization
of the principal rights and benefits afforded thereby.



 


		16.	The terms of the Purchased Assets or the related Purchased Asset Documents, (including, in the
case of a Participation Interest or Mezzanine Loan, the documents evidencing the Underlying Mortgage Loan) have not been altered,
impaired, modified or waived in any material respect, except prior to the Purchase Date by written instrument duly submitted for
recordation, to the extent required, and as specifically set forth by a document in the related Purchased Asset File.



 


		17.	With respect to each Mortgage that is a deed of trust, a trustee, duly qualified under applicable
law to serve as such, currently so serves and is named in the deed of trust or has been substituted in accordance with the Mortgage
and applicable law or may be substituted in accordance with the Mortgage and applicable law by the related mortgagee, and no fees
or expenses are or will become payable to the trustee under the deed of trust, except in connection with a trustee’s sale
after default by the Mortgagor other than de minimis fees paid in connection with the full or partial release of the Underlying
Mortgaged Property or related security for such Purchased Asset following payment of such Purchased Asset in full. The material
terms of such Mortgage and related Purchased Asset Documents have not been waived, impaired, modified, altered, satisfied, canceled,
subordinated or rescinded in any respect.



 


		18.	No Purchased Asset has been satisfied, canceled, subordinated, released or rescinded, in whole
or in part, and the related Mortgagor has not been released, in whole or in part, from its obligations under any related Purchased
Asset Document.



 



    	 



    	 



    

 


		19.	Except with respect to the enforceability of any provisions requiring the payment of default interest,
late fees, additional interest, prepayment premiums or yield maintenance charges, neither the Purchased Asset nor any of the related
Purchased Asset Documents is subject to any right of rescission, set-off, abatement, diminution, valid counterclaim or defense,
including the defense of usury, including, without limitation, any valid offset, defense, counterclaim or right based on intentional
fraud by Seller in connection with the origination of the Senior Mortgage Loan, nor will the operation of any of the terms of any
such Purchased Asset Documents, or the exercise (in compliance with procedures permitted under applicable law) of any right thereunder,
render any Purchased Asset Documents subject to any right of rescission, set-off, abatement, diminution, valid counterclaim or
defense, including the defense of usury (subject to anti-deficiency or one form of action laws and to bankruptcy, receivership,
conservatorship, reorganization, insolvency, moratorium or other similar laws affecting the enforcement of creditor’s rights
generally and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or
at law)), and no such right of rescission, set-off, abatement, diminution, valid counterclaim or defense has been asserted with
respect thereto. None of the Purchased Asset Documents provides for a release of a portion of the Underlying Mortgaged Property
from the lien of the Mortgage except upon payment or defeasance in full of all obligations under the Mortgage, provided
that, notwithstanding the foregoing, certain of the Purchased Assets may allow partial release (a) upon payment or defeasance of
an allocated loan amount which may be formula based, but in no event less than 115% of the allocated loan amount, or (b) in the
event the portion of the Underlying Mortgaged Property being released was not given any material value in connection with the underwriting
or appraisal of the related Purchased Asset.



 


		20.	There is no payment default, giving effect to any applicable notice and/or grace period, and there
is no other material default under any of the related Purchased Asset Documents, giving effect to any applicable notice and/or
grace period; no such material default or breach has been waived by Seller or on its behalf or, by Seller’s predecessors
in interest with respect to the Purchased Assets; and no event has occurred that, with the passing of time or giving of notice
would constitute a material default or breach under the related Purchased Asset Documents. No Purchased Asset has been accelerated
and no foreclosure or power of sale proceeding has been initiated in respect of the related Mortgage. Seller has not waived any
material claims against the related Mortgagor under any non-recourse exceptions contained in the Mortgage Note.



 


		21.	Other than as may have been set forth in a Requested Exceptions Report accepted by Buyer, the principal
amount of the Purchased Asset stated on the Purchased Asset Schedule has been fully disbursed as of the Purchase Date (except for
certain amounts that were fully disbursed by the mortgagee, but escrowed pursuant to the terms of the related Purchased Asset Documents)
and, other than as may have been set forth in a Requested Exceptions Report accepted by Buyer, there are no future advances required
to be made by the mortgagee under any of the related Purchased Asset Documents. Any requirements under the related Purchased Asset
Documents regarding the completion of any on-site or off-site improvements and to disbursements of any escrow funds therefor have
been or are being complied with or such escrow funds are still being held. The value of the Underlying Mortgaged Property relative
to the value reflected in the most recent appraisal thereof is not materially impaired by any improvements that have not been completed.
Seller has not, nor, have any of its agents or predecessors in interest with respect to the Purchased Assets, in respect of such
Purchased Asset, directly or indirectly, advanced funds or induced, solicited or knowingly received any advance of funds by a party
other than the Mortgagor other than (a) interest accruing on such Purchased Asset from the date of such disbursement of such Purchased
Asset to the date which preceded by thirty (30) days the first payment date under the related Mortgage Note and (b) application
and commitment fees, escrow funds, points and reimbursements for fees and expenses, incurred in connection with the origination
and funding of the Purchased Asset.



 



    	 



    	 



    

 


		22.	Other than as may have been set forth in a Requested Exceptions Report accepted by Buyer, no Purchased
Asset has capitalized interest included in its principal balance, or provides for any shared appreciation rights or other equity
participation therein and no contingent or additional interest contingent on cash flow or, except for ARD Loans, negative amortization
accrues or is due thereon.



 


		23.	Each Purchased Asset identified in the Purchased Asset Schedule as an ARD Loan substantially fully
amortizes over its stated term, which term is at least 60 months after the related Anticipated Repayment Date. If the related Mortgagor
elects not to prepay its ARD Loan in full on or prior to the Anticipated Repayment Date pursuant to the existing terms of the Purchased
Asset or a unilateral option (as defined in Treasury Regulations under Article 1001 of the Code) in the Purchased Asset exercisable
during the term of the mortgage loan, (i) the Purchased Asset’s interest rate will step up to an interest rate per annum
as specified in the related Purchased Asset Documents; provided, however, that payment of such Excess Interest shall
be deferred until the principal of such ARD Loan has been paid in full; (ii) all or a substantial portion of the Excess Cash Flow
collected after the Anticipated Repayment Date shall be applied towards the prepayment of such ARD Loan and once the principal
balance of an ARD Loan has been reduced to zero all Excess Cash Flow will be applied to the payment of accrued Excess Interest;
and (iii) if the property manager for the Underlying Mortgaged Property can be removed by or at the direction of the mortgagee
on the basis of a debt service coverage test, the subject debt service coverage ratio shall be calculated without taking account
of any increase in the related Mortgage Interest Rate on such Purchased Asset’s Anticipated Repayment Date. No ARD Loan provides
that the property manager for the Underlying Mortgaged Property can be removed by or at the direction of the mortgagee solely because
of the passage of the related Anticipated Repayment Date.



 


		24.	Each Purchased Asset identified in the Purchased Asset Schedule as an ARD Loan with a hard lockbox
requires that tenants at the Underlying Mortgaged Property shall (and each Purchased Asset identified in the Purchased Asset Schedule
as an ARD Loan with a springing lockbox requires that tenants at the Underlying Mortgaged Property shall, upon the occurrence of
a specified trigger event, including, but not limited to, the occurrence of the related Anticipated Repayment Date) make rent payments
into a lockbox controlled by the holder of the Purchased Asset and to which the holder of the Purchased Asset has a first perfected
security interest; provided however, with respect to each ARD Loan that is secured by a multi-family property with
a hard lockbox, or with respect to each ARD Loan that is secured by a multi-family property with a springing lockbox, upon the
occurrence of a specified trigger event, including, but not limited to, the occurrence of the related Anticipated Repayment Date,
tenants either pay rents to a lockbox controlled by the holder of the mortgage loan or deposit rents with the property manager
who will then deposit the rents into a lockbox controlled by the holder of the Purchased Asset.



 



    	 



    	 



    

 


		25.	The servicing and collection practices used by Seller in respect of each Senior Mortgage Loan and
the terms of the Purchased Asset Documents evidencing such Purchased Asset comply in all material respects with all applicable
local, state and federal laws, and regulations and Seller has complied with all material requirements pertaining to the origination,
funding and servicing of the Purchased Assets, including but not limited to, usury and any and all other material requirements
of any federal, state or local law to the extent non-compliance would have a Material Adverse Effect on the Purchased Asset and
was in all material respects legal, proper and prudent, in accordance with Seller’s customary commercial mortgage servicing
practices.



 


		26.	The Underlying Mortgaged Property is, in all material respects, in compliance with, and is used
and occupied in accordance with, all restrictive covenants of record applicable to such Underlying Mortgaged Property and applicable
zoning laws and all inspections, licenses, permits and certificates of occupancy required by law, ordinance or regulation to be
made or issued with regard to the Underlying Mortgaged Property governing the occupancy, use, and operation of such Underlying
Mortgaged Property have been obtained and are in full force and effect, except to the extent (a) any material non-compliance with
applicable zoning laws is insured by an ALTA lender’s title insurance policy (or binding commitment therefor), or the equivalent
as adopted in the applicable jurisdiction, or a law and ordinance insurance policy that provides coverage for additional costs
to rebuild and/or repair the property to current zoning regulations, the inability to restore the Underlying Mortgaged Property
to the full extent of the use or structure immediately prior to the casualty would not materially and adversely affect the use
or operation of such Underlying Mortgaged Property, or title insurance coverage has been obtained for such nonconformity, the failure
to obtain or maintain such inspections, licenses, permits or certificates of occupancy does not materially impair or materially
and adversely affect the use and/or operation of the Underlying Mortgaged Property as it was used and operated as of the date of
origination of the Purchased Asset or the rights of a holder of the related Purchased Asset, or (b) no improvements encroach upon
any easements except for encroachments the removal of which would not materially and adversely affect the value or current use
of such Underlying Mortgaged Property or are insured by applicable provisions of the Title Policy.



 


		27.	All (a) taxes, water charges, sewer rents, assessments or other similar outstanding governmental
charges and governmental assessments that became due and owing prior to the Purchase Date in respect of the Underlying Mortgaged
Property (excluding any related personal property), and that if left unpaid, would be, or might become, a lien on such Underlying
Mortgaged Property having priority over the related Mortgage and (b) insurance premiums or ground rents that became due and owing
prior to the Purchase Date in respect of the Underlying Mortgaged Property (excluding any related personal property), have been
paid, or if any such items are disputed, an escrow of funds in an amount sufficient (together with escrow payments required to
be made prior to delinquency) to cover such taxes and assessments and any late charges due in connection therewith has been established.
As of the date of origination, the Underlying Mortgaged Property consisted of one or more separate and complete tax parcels. For
purposes of this representation and warranty, the items identified herein shall not be considered due and owing until the date
on which interest or penalties would be first payable thereon.



 



    	 



    	 



    

 


		28.	None of the improvements that were included for the purpose of determining the appraised value
of the Underlying Mortgaged Property at the time of the origination of such Purchased Asset lies outside the boundaries and building
restriction lines of such Underlying Mortgaged Property, except to the extent that they are legally nonconforming as contemplated
by the representation in clause (51) below, and no improvements on adjoining properties encroach upon such Underlying Mortgaged
Property, with the exception in each case of (a) immaterial encroachments that do not materially adversely affect the security
intended to be provided by the related Mortgage or the use, enjoyment, value or marketability of such Underlying Mortgaged Property
or (b) encroachments affirmatively covered by the related Title Policy. With respect to each Purchased Asset, the property legally
described in the Survey, if any, obtained for the Underlying Mortgaged Property for purposes of the origination thereof is the
same as the property legally described in the Mortgage. Seller has no knowledge of any material issues with the physical condition
of the Underlying Mortgaged Property that Seller believes would have a material adverse effect on the use, operation or value of
the Underlying Mortgaged Property other than those disclosed in the engineering report and those addressed in sub-clauses (a)
and (b) of the preceding sentence.



 


		29.	As of the date of the applicable engineering report (which was performed within 12 months prior
to the Purchase Date) related to the Underlying Mortgaged Property and, as of the Purchase Date, the Underlying Mortgaged Property
is either (i) in good repair, free and clear of any damage that would materially adversely affect the value of such Underlying
Mortgaged Property as security for such Purchased Asset or the use and operation of the Underlying Mortgaged Property as it was
being used or operated as of the origination date or (ii) escrows in an amount consistent with the standard utilized by Seller
with respect to similar loans it holds for its own account have been established, which escrows will in all events be not less
than 100% of the estimated cost of the required repairs. The Underlying Mortgaged Property has not been damaged by fire, wind or
other casualty or physical condition (including, without limitation, any soil erosion or subsidence or geological condition), which
damage has not either been fully repaired or fully insured, or for which escrows in an amount consistent with the standard utilized
by Seller with respect to loans it holds for its own account have not been established.



 


		30.	There are no proceedings pending or threatened, for the partial or total condemnation of the Underlying
Mortgaged Property.



 


		31.	The Purchased Assets that are identified as being secured in whole or in part by a leasehold estate
(a “Ground Lease”) (except with respect to any Purchased Asset also secured by the related fee interest in the
Underlying Mortgaged Property), satisfy the following conditions:



 



    	 



    	 



    

 


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



 


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



 


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



 


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



 


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



 



    	 



    	 



    

 


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



 


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



 


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



 


		(ix)	in the case of a total or substantial taking or loss, under the terms of the Ground Lease, an estoppel
or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award
allocable to ground lessee’s interest in respect of a total or substantially total loss or taking of the Underlying Mortgaged
Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of
the Senior Mortgage Loan, together with any accrued interest;



 



    	 



    	 



    

 


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



 


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



 


		32.	An Environmental Site Assessment meeting ASTM requirements conducted by a reputable environmental
consultant relating to each Underlying Mortgaged Property and prepared no earlier than 12 months prior to the Purchase Date was
obtained and reviewed by Seller in connection with the origination of such Purchased Asset and a copy is included in the Purchased
Asset File.



 


		33.	There are no adverse circumstances or conditions with respect to or affecting the Underlying Mortgaged
Property that would constitute or result in a material violation of any applicable federal, state or local environmental laws,
rules and regulations (collectively, “Environmental Laws”) and such ESA (i) did not reveal any known circumstance
or condition that rendered the Underlying Mortgaged Property at the date of the ESA in material noncompliance with applicable Environmental
Laws or the existence of recognized environmental conditions (as such term is defined in ASTM E1527-05 or its successor, hereinafter
“Environmental Condition”) or the need for further investigation, or (ii) if any material noncompliance
with Environmental Laws or the existence of an Environmental Condition or need for further investigation was indicated in any such
ESA, other than with respect to an Underlying Mortgaged Property (A) for which environmental insurance is maintained, or (B) that
would require (x) any expenditure less than or equal to 5% of the outstanding principal balance of the mortgage loan to achieve
or maintain compliance in all material respects with any Environmental Laws or (y) any expenditure greater than 5% of the outstanding
principal balance of such Purchased Asset to achieve or maintain compliance in all material respects with any Environmental Laws
for which, in connection with this clause (y), adequate sums, but in no event less than 115% of the estimated cost as set forth
in the Environmental Site Assessment, were reserved in connection with the origination of the Purchased Asset and for which the
related Mortgagor has covenanted to perform, or (iii) as to which the related Mortgagor or one of its affiliates is currently taking
or required to take such actions, if any, with respect to such conditions or circumstances as have been recommended by the Environmental
Site Assessment or required by the applicable Governmental Authority, or (iv) as to which another responsible party not related
to the Mortgagor with assets reasonably estimated by Seller at the time of origination to be sufficient to effect all necessary
or required remediation identified in a notice or other action from the applicable Governmental Authority is currently taking or
required to take such actions, if any, with respect to such regulatory authority’s order or directive, or (v) as to which
the conditions or circumstances identified in the Environmental Site Assessment were investigated further and based upon such additional
investigation, an environmental consultant recommended no further investigation or remediation, or (vi) as to which a party with
financial resources reasonably estimated to be adequate to cure the condition or circumstance that would give rise to such material
violation provided a guarantee or indemnity to the related Mortgagor or to the mortgagee to cover the costs of any required investigation,
testing, monitoring or remediation, or (vii) as to which the related Mortgagor or other responsible party obtained a “No
Further Action” letter or other evidence reasonably acceptable to a prudent commercial mortgage lender that applicable federal,
state, or local Governmental Authorities had no current intention of taking any action, and are not requiring any action, in respect
of such condition or circumstance, or (viii) that would not require substantial cleanup, remedial action or other extraordinary
response under any Environmental Laws reasonably estimated to cost in excess of 5% of the outstanding principal balance of such
Purchased Asset.



 



    	 



    	 



    

 


		34.	Such Senior Mortgage Loan is the subject of either an environmental indemnity or an environmental
insurance policy, issued by the related issuer (the “Policy Issuer”) and effective as of the date thereof (the
“Environmental Insurance Policy”), (ii) as of the Cut-off Date the environmental
indemnity or Environmental Insurance Policy, as applicable, is in full force and effect, and, with respect to any Environmental
Insurance Policy, there is no deductible relating to the Environmental Insurance Policy and the trustee is a named insured under
such policy, (iii)(a) a property condition or engineering report was prepared, if the Underlying Mortgaged Property was constructed
prior to 1985, with respect to asbestos-containing materials (“ACM”) and, if the Underlying Mortgaged Property
is a multifamily property, with respect to radon gas (“RG”) and lead-based paint (“LBP”),
and (b) if such report disclosed the existence of a material and adverse LBP, ACM or RG environmental condition or circumstance
affecting the Underlying Mortgaged Property, the related Mortgagor (A) was required to remediate the identified condition prior
to closing the Mortgage Loan or provide additional security or establish with the mortgagee a reserve in an amount deemed to be
sufficient by the Mortgage Loan Seller, for the remediation of the problem, and/or (B) agreed in the Mortgage Loan documents to
establish an operations and maintenance plan after the closing of the Mortgage Loan that should reasonably be expected to mitigate
the environmental risk related to the identified LBP, ACM or RG condition, (iv) on the effective date of the Environmental
Insurance Policy, the Mortgage Loan Seller as originator had no knowledge of any material and adverse environmental condition or
circumstance affecting the Underlying Mortgaged Property (other than the existence of LBP, ACM or RG) that was not disclosed to
the Policy Issuer in one or more of the following: (a) the application for insurance, (b) a Mortgagor questionnaire that was provided
to the Policy Issuer, or (c) an engineering or other report provided to the Policy Issuer, and (v) the premium of any Environmental
Insurance Policy has been paid through the maturity of the policy’s term and the term of such policy extends at least five
years beyond the maturity of the Mortgage Loan.



 






    	 



    	 



    

 


		35.	Except for any hazardous materials being handled in accordance with applicable Environmental Laws,
(A) there exists either (i) environmental insurance with respect to such Underlying Mortgaged Property or (ii) an amount in an
escrow account pledged as security for such Purchased Asset under the relevant Purchased Asset Documents equal to no less than
115% of the amount estimated in such Environmental Site Assessment as sufficient to pay the cost of such remediation or other action
in accordance with such Environmental Site Assessment or (B) one of the following statements set forth in this clause (B) is true,
(i) such Underlying Mortgaged Property is not being used for the treatment or disposal of hazardous materials; (ii) no hazardous
materials are being used or stored or generated for off-site disposal or otherwise present at such Underlying Mortgaged Property
other than hazardous materials of such types and in such quantities as are customarily used or stored or generated for off-site
disposal or otherwise present in or at properties of the relevant property type; and (iii) such Underlying Mortgaged Property is
not subject to any environmental hazard (including, without limitation, any situation involving hazardous materials) that under
the Environmental Laws would have to be eliminated before the sale of, or that could otherwise reasonably be expected to adversely
affect in more than a de minimis manner the value or marketability of, such Underlying Mortgaged Property.



 


		36.	The related Mortgage or other Purchased Asset Documents contain covenants on the part of the related
Mortgagor requiring its compliance with any present or future federal, state and local Environmental Laws and regulations in connection
with the Underlying Mortgaged Property. The related Mortgagor (or an affiliate thereof) has agreed to indemnify, defend and hold
Seller, and its successors and assigns (or in the case of a Participation Interest, the lender of record), harmless from and against
any and all losses, liabilities, damages, penalties, fines, expenses and claims of whatever kind or nature (including attorneys’
fees and costs) imposed upon or incurred by or asserted against any such party resulting from a breach of the environmental representations,
warranties or covenants given by the related Mortgagor in connection with such Purchased Asset.



 


		37.	For each of the Purchased Assets that is covered by environmental insurance, each environmental
insurance policy is in an amount equal to 115% of the outstanding principal balance of the related Purchased Asset and has a term
ending no sooner than the date that is five years after the maturity date (or, in the case of an ARD Loan, the final maturity date)
of the related Purchased Asset. All environmental assessments or updates that were in the possession of Seller and that relate
to an Underlying Mortgaged Property as being insured by an environmental insurance policy have been delivered to or disclosed to
the environmental insurance carrier issuing such policy prior to the issuance of such policy.



 



    	 



    	 



    

 


		38.	As of the date of origination of the related Purchased Asset, and, as of the Purchase Date, the
Underlying Mortgaged Property is covered by insurance policies providing the coverage described below and the Purchased Asset Documents
permit the mortgagee to require the coverage described below. All premiums with respect to the insurance policies insuring each
Underlying Mortgaged Property have been paid in a timely manner or escrowed to the extent required by the Purchased Asset Documents,
and Seller has not received any notice of cancellation or termination. The relevant Purchased Asset File contains the insurance
policy required for such Purchased Asset or a certificate of insurance for such insurance policy. Each Mortgage requires that the
Underlying Mortgaged Property and all improvements thereon be covered by insurance policies providing (a) coverage in the amount
of the lesser of full replacement cost of such Underlying Mortgaged Property and the outstanding principal balance of the related
Purchased Asset (subject to customary deductibles) for fire and extended perils included within the classification “All Risk
of Physical Loss” in an amount sufficient to prevent the Mortgagor from being deemed a co-insurer and to provide coverage
on a full replacement cost basis of such Underlying Mortgaged Property (in some cases exclusive of foundations and footings) with
an agreed amount endorsement to avoid application of any coinsurance provision; such policies contain a standard mortgagee clause
naming mortgagee and its successor in interest as additional insureds or loss payee, as applicable; (b) business interruption or
rental loss insurance in an amount at least equal to (i) 12 months of operations, with an extended indemnity for twelve (12) additional
months after the Underlying Mortgaged Property is repaired or rebuilt as a result of casualty or condemnation or (ii) in some cases
all rents and other amounts customarily insured under this type of insurance of the Underlying Mortgaged Property; (c) flood insurance
(if any portion of the improvements on the Underlying Mortgaged Property is located in an area identified by the Federal Emergency
Management Agency (“FEMA”), with respect to certain Purchased Assets and the Secretary of Housing and Urban
Development with respect to other mortgage loans, as having special flood hazards) in an amount not less than amounts prescribed
by FEMA; (d) workers’ compensation, if required by law; (e) comprehensive general liability insurance in an amount equal
to not less than $1,000,000; all such insurance policies contain clauses providing they are not terminable and may not be terminated
without thirty (30) days prior written notice to the mortgagee (except where applicable law requires a shorter period or except
for nonpayment of premiums, in which case not less than ten (10) days prior written notice to the mortgagee is required). In addition,
each Mortgage permits the related mortgagee to make premium payments to prevent the cancellation thereof and shall entitle such
mortgagee to reimbursement therefor. Any insurance proceeds in respect of a casualty, loss or taking will be applied either to
the repair or restoration of all or part of the Underlying Mortgaged Property or the payment of the outstanding principal balance
of the related Purchased Asset together with any accrued interest thereon. The Underlying Mortgaged Property is insured by an insurance
policy, issued by an insurer meeting the requirements of such Purchased Asset (or in the case of a Participation Interest or Mezzanine
Loan, of the Underlying Mortgage Loan) and having a claims-paying or financial strength rating of at least A:X from A.M. Best Company
or “A” (or the equivalent) from S&P, Fitch or Moody’s. An architectural or engineering consultant has performed
an analysis of each of the Mortgaged Properties located in seismic zones 3 or 4 in order to evaluate the structural and seismic
condition of such property, for the sole purpose of assessing the probable maximum loss (“PML”) for the Underlying
Mortgaged Property in the event of an earthquake. In such instance, the PML was based on a return period of not less than 100 years,
an exposure period of 50 years and a 10% probability of exceedence. If the resulting report concluded that the PML would exceed
20% of the amount of the replacement costs of the improvements, earthquake insurance on such Underlying Mortgaged Property was
obtained by an insurer rated at least A:X by A.M. Best Company or “A” (or the equivalent) from S&P, Fitch or Moody’s.
The insurer issuing each of the foregoing insurance policies is qualified to write insurance in the jurisdiction where the Underlying
Mortgaged Property is located.



 



    	 



    	 



    

 


		39.	All amounts required to be deposited by each Mortgagor at origination under the related Purchased
Asset Documents have been deposited at origination and there are no deficiencies with regard thereto.



 


		40.	Whether or not a Purchased Asset was originated by Seller, with respect to each Purchased Asset
originated by Seller and each Purchased Asset originated by any Person other than Seller, to Seller’s knowledge, as of the
date of origination of the related Purchased Asset, and, with respect to each Purchased Asset originated by Seller and any subsequent
holder of the Purchased Asset, as of the Purchase Date, there are no actions, suits, arbitrations or governmental investigations
or proceedings by or before any court or other Governmental Authority or agency now pending against or affecting the Mortgagor
or guarantor under any Purchased Asset or any of the Mortgaged Properties that, if determined against such Mortgagor or such Underlying
Mortgaged Property, would materially and adversely affect the value of such Underlying Mortgaged Property, the security intended
to be provided with respect to the related Purchased Asset, the ability of such Mortgagor and/or the current use or operation of
such Underlying Mortgaged Property to generate net cash flow to pay principal, interest and other amounts due under the related
Purchased Asset, title to the Underlying Mortgaged Property, the validity or enforceability of the Mortgage, such guarantor’s
ability to perform under the related guaranty; and there are no such actions, suits or proceedings threatened against such Mortgagor.



 


		41.	Each Purchased Asset complied at origination, in all material respects, with all of the terms,
conditions and requirements of Seller’s underwriting standards applicable to such Purchased Asset and since origination,
the Purchased Asset has been serviced in all material respects in a legal manner in conformance with Seller’s servicing standards.



 


		42.	(A) Other than with respect to portfolio loans with more than 25 mortgaged properties, the originator
of the Purchased Asset or Seller has inspected or caused to be inspected each Underlying Mortgaged Property within the 12 months
prior to the Purchase Date and (B) with respect to portfolio loans with more than 25 mortgaged properties, the originator of such
Purchased Asset or Seller has inspected or caused to be inspected within the 12 months prior to the Purchase Date, the Underlying
Mortgaged Properties relating to the 10 loans in such portfolio with the highest market value, or the Underlying Mortgaged Properties
relating to those loans in such portfolio that represent, in aggregate, at least 50% of the market value of such portfolio.



 


		43.	The Purchased Asset Documents require the Mortgagor to provide the holder of the Purchased Asset
with quarterly and annual operating statements, financial statements and quarterly (other than for single-tenant properties) rent
rolls for Underlying Mortgaged Properties that have leases contributing more than 5% of the in-place base rent and annual financial
statements, which annual financial statements (i) with respect to each Senior Mortgage Loan with more than one Mortgagor are
in the form of an annual combined balance sheet of the Mortgagor entities (and no other entities), together with the related combined
statements of operations, members’ capital and cash flows, including a combining balance sheet and statement of income for
the Underlying Mortgaged Properties on a combined basis and (ii) for each Senior Mortgage Loan with an original principal
balance greater than $50 million shall be audited by an independent certified public accountant upon the request of the owner or
holder of the Mortgage.



 



    	 



    	 



    

 


		44.	All escrow deposits and payments required by the terms of each Purchased Asset are in the possession,
or under the control of Seller (or in the case of a participation interest, the servicer of the related mortgage loan), and all
amounts required to be deposited by the applicable Mortgagor under the related Purchased Asset Documents have been deposited, and
there are no deficiencies with regard thereto (subject to any applicable notice and cure period). All of Seller’s interest
in such escrows and deposits will be conveyed by Seller to Buyer hereunder.



 


		45.	Each Mortgagor with respect to a Purchased Asset is an entity whose organizational documents or
related Purchased Asset Documents provide that it is, and at least so long as the Purchased Asset is outstanding will continue
to be, a Single Purpose Entity. Both the Purchased Asset Documents and the organizational documents of the Mortgagor with respect
to each Senior Mortgage Loan with a principal balance as of the Purchase Date in excess of $5,000,000 provide that the Mortgagor
is a Single Purpose Entity, and each Senior Mortgage Loan with a principal balance as of the Purchase Date of $20,000,000 or more
has a counsel’s opinion regarding non-consolidation of the Mortgagor. For this purpose, “Single Purpose Entity”
shall mean a Person, other than an individual, whose organizational documents provide that it shall engage solely in the business
of owning and operating the Underlying Mortgaged Property and that does not engage in any business unrelated to such property and
the financing thereof, does not have any assets other than those related to its interest in the Underlying Mortgaged Property or
the financing thereof or any indebtedness other than as permitted by the related Mortgage or other Purchased Asset Documents, and
the organizational documents of which require that it have its own separate books and records and its own accounts, in each case
that are separate and apart from the books and records and accounts of any other Person, except as permitted by the related Mortgage
or other Purchased Asset Documents, and that it holds itself out as a legal entity, separate and apart from any other person or
entity.



 


		46.	The gross proceeds of each Purchased Asset to the related Mortgagor at origination did not exceed
the non-contingent principal amount of the Purchased Asset and either: (a) such Purchased Asset is secured by an interest in real
property having a fair market value (i) at the date the Purchased Asset was originated at least equal to 80% of the original principal
balance of the Purchased Asset or (ii) at the Purchase Date at least equal to 80% of the original principal balance of the Purchased
Asset on such date; provided that for purposes hereof, the fair market value of the real property interest must first be
reduced by (A) the amount of any lien on the real property interest that is senior to the Purchased Asset and (B) a proportionate
amount of any lien that is in parity with the Purchased Asset (unless such other lien secures a Purchased Asset that is cross-collateralized
with such Purchased Asset, in which event the computation described in sub-clauses (a)(i) and (a)(ii) of this clause (46) shall
be made on a pro rata basis in accordance with the fair market values of the Mortgaged Properties securing such cross-collateralized
Purchased Asset); or (b) substantially all the proceeds of such Purchased Asset were used to acquire, improve or protect the real
property that served as the only security for such Purchased Asset (other than a recourse feature or other third party credit enhancement
within the meaning of Treasury Regulations Article 1.860G-2(a)(1)(ii)). If the Purchased Asset was “significantly modified”
prior to the Closing Date so as to result in a taxable exchange under Article 1001 of the Code, it either (x) was modified as a
result of the default or reasonably foreseeable default of such Purchased Asset or (y) satisfies the provisions of either sub-clause
(a)(i) above (substituting the date on the last such modification for the date the Purchased Asset was originated) or sub-clause
(a)(ii), including the proviso thereto. The Purchased Asset is a “qualified mortgage” within the meaning of Article 860G(a)(3)
of the Code (but without regard to the rule in Treasury Regulations Article 1.860G-2(f)(2)). Any prepayment premium and yield maintenance
charges applicable to the Purchased Asset constitute “customary prepayment penalties” within the meaning of Treasury
Regulations Article 1.860G-1(b)(2).



 



    	 



    	 



    

 


		47.	Each of the Purchased Assets contain a “due on sale” clause, which provides for the
acceleration of the payment of the unpaid principal balance of the Purchased Asset (or in the case of a Participation Interest
or Mezzanine Loan, of the related Underlying Mortgage Loan) if, without the prior written consent of the holder of the Purchased
Asset (or in the case of an A-note, a Participation Interest, or a Mezzanine Loan, of the holder of title to the Underlying Mortgage
Loan), the property subject to the Mortgage, or any controlling interest therein, is directly or indirectly transferred or sold
(except that it may provide for transfers by devise, descent or operation of law upon the death of a member, manager, general partner
or shareholder of a Mortgagor and that it may provide for assignments subject to the Purchased Asset holder’s approval of
transferee, transfers to affiliates, transfers to family members for estate planning purposes, transfers among existing members,
partners or shareholders in Mortgagors or transfers of passive interests so long as the key principals or general partner retains
control). The Purchased Asset Documents contain a “due on encumbrance” clause, which provides for the acceleration
of the payment of the unpaid principal balance of the Purchased Asset if the property subject to the Mortgage or any controlling
interest in the Mortgagor is further pledged or encumbered, unless the prior written consent of the holder of the Purchased Asset
is obtained (except that it may provide for assignments subject to the Purchased Asset holder’s approval of transferee, transfers
to affiliates or transfers of passive interests so long as the key principals or general partner retains control). The Mortgage
requires the Mortgagor to pay, to the extent any Rating Agency fees are incurred in connection with the review of and consent to
any transfer or encumbrance, such fees, along with all other reasonable fees and expenses incurred by the Mortgagee relative to
such transfer or encumbrance all reasonable fees and expenses associated with securing the consent or approval of the holder of
the Mortgage for a waiver of a “due on sale” or “due on encumbrance” clause or a defeasance provision.
As of the Purchase Date, Seller holds no preferred equity interest in any Mortgagor and Seller holds no mezzanine debt related
to such Underlying Mortgaged Property.



 



    	 



    	 



    

 


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



 


		49.	In the event that a Purchased Asset is secured by more than one Underlying Mortgaged Property,
then, in connection with a release of less than all of such Mortgaged Properties, an Underlying Mortgaged Property may not be released
as collateral for the related Purchased Asset unless, in connection with such release, an amount equal to not less than 115% of
the Allocated Loan Amount for such Underlying Mortgaged Property is prepaid or, in the case of a defeasance, an amount equal to
115% of the Allocated Loan Amount is defeased through the deposit of replacement collateral (as contemplated in clause (48) hereof)
sufficient to make all scheduled payments with respect to such defeased amount, or such release is otherwise in accordance with
the terms of the Purchased Asset Documents. With respect to any partial release, either: (x) such release of collateral (i) would
not constitute a “significant modification” of the Senior Mortgage Loan within the meaning of Treasury Regulations
Section 1.860G-2(b)(2) and (ii) would not cause the subject Mortgage Loan or AB Whole Loan to fail to be a “qualified
mortgage” within the meaning of Section 860G(a)(3)(A) of the Code; or (y) the mortgagee or servicer can, in accordance with
the related Purchased Asset Documents, condition such release of collateral on the related Mortgagor’s delivery of an opinion
of tax counsel to the effect specified in the immediately preceding clause (x). For purposes of the preceding clause (x),
for any Senior Mortgage Loan originated after December 6, 2010, if the fair market value of the real property constituting such
Underlying Mortgaged Property after the release is not equal to at least 80% of the principal balance of the Senior Mortgage Loan
outstanding after the release, the Mortgagor is required to make a payment of principal in an amount not less than the amount required
by the REMIC Provisions.



 



    	 



    	 



    

 


In the case of any Senior Mortgage
Loan originated after December 6, 2010, in the event of a taking of any portion of an Underlying Mortgaged Property by a State
or any political subdivision or authority thereof, whether by legal proceeding or by agreement, the Mortgagor can be required to
pay down the principal balance of the Senior Mortgage Loan in an amount not less than the amount required by the REMIC Provisions
and, to such extent, the award for any such taking may not be required to be applied to the restoration of the Underlying Mortgaged
Property or released to the Mortgagor, if, immediately after the release of such portion of the Underlying Mortgaged Property from
the lien of the Mortgage (but taking into account the planned restoration) the fair market value of the real property constituting
the remaining Underlying Mortgaged Property is not equal to at least 80% of the remaining principal balance of the Senior Mortgage
Loan.


 


In the case of any Senior Mortgage
Loan originated after December 6, 2010, no such Senior Mortgage Loan that is secured by more than one Underlying Mortgaged Property
or that is cross-collateralized with another Senior Mortgage Loan permits the release of cross-collateralization of the Underlying
Mortgaged Properties or a portion thereof, including due to a partial condemnation, other than in compliance with the loan-to-value
ratio and other requirements of the REMIC provisions of the Code.


 


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



 


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



 


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



 


		53.	If the related Mortgage or other Purchased Asset Documents provide for a grace period for delinquent
monthly payments, such grace period is no longer than ten (10) days from the applicable payment date.



 



    	 



    	 



    

 


		54.	The following statements are true with respect to the Underlying Mortgaged Property: (a) the Underlying
Mortgaged Property is located on or adjacent to a dedicated road or has access to an irrevocable easement permitting ingress and
egress and (b) the Underlying Mortgaged Property is served by public or private utilities, water and sewer (or septic facilities)
and otherwise appropriate for the use in which the Underlying Mortgaged Property is currently being utilized.



 


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



 


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



 



    	 



    	 



    

 


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



 


		58.	Seller has obtained a rent roll other than with respect to hospitality properties certified by
the related Mortgagor or the related guarantor(s) as accurate and complete in all material respects as of a date within one hundred
eighty (180) days of the date of origination of the related Senior Mortgage Loan. Seller has obtained operating histories with
respect to each Underlying Mortgaged Property certified by the related Mortgagor or the related guarantor(s) as accurate and complete
in all material respects as of a date within one hundred eighty (180) days of the date of origination of the related Senior Mortgage
Loan. The operating histories collectively report on operations for a period equal to (a) at least a continuous three-year period
or (b) in the event the Underlying Mortgaged Property was owned, operated or constructed by the Mortgagor or an affiliate for less
than three years then for such shorter period of time, it being understood that for Mortgaged Properties acquired with the proceeds
of a Senior Mortgage Loan, operating histories may not have been available.



 


		59.	Seller has obtained an organizational chart or other description of each Mortgagor which identifies
all beneficial controlling owners of the Mortgagor (i.e., managing members, general partners or similar controlling person
for such Mortgagor) (the “Controlling Owner”) and all owners that hold a 20% or greater direct ownership share
(i.e., the “Major Sponsors”). Seller (1) required questionnaires to be completed by each Controlling
Owner and guarantor or performed other processes designed to elicit information from each Controlling Owner and guarantor regarding
such Controlling Owner’s or guarantor’s prior history for at least ten (10) years regarding any bankruptcies or other
insolvencies, any felony convictions, and (2) performed or caused to be performed searches of the public records or services such
as Lexis/Nexis, or a similar service designed to elicit information about each Controlling Owner, Major Sponsor and guarantor regarding
such Controlling Owner’s, Major Sponsor’s or guarantor’s prior history for at least ten (10) years regarding
any bankruptcies or other insolvencies, any felony convictions, and provided, however, that records searches
were limited to the last ten (10) years (clauses (1) and (2) above, collectively, the “Sponsor Diligence”).
Based solely on the Sponsor Diligence, to the knowledge of Seller, no Major Sponsor or guarantor (i) was in a state of federal
bankruptcy or insolvency proceeding, (ii) had a prior record of having been in a state of federal bankruptcy or insolvency,
or (iii) had been convicted of a felony.



 



    	 



    	 



    

 


		60.	With respect to each Senior Mortgage Loan predominantly secured by a retail, office or industrial
property leased to a single tenant, the Mortgage Loan Seller reviewed such estoppel obtained from such tenant no earlier than 90
days prior to the origination date of the related Mortgage Loan, and to the Mortgage Loan Seller’s knowledge based solely
on the related estoppel certificate, the related lease is in full force and effect or if not in full force and effect the related
space was underwritten as vacant, subject to customary reservations of tenant’s rights, such as, without limitation, with
respect to CAM and pass-through audits and verification of landlord’s compliance with co-tenancy provisions. With respect
to each Mortgage Loan predominantly secured by a retail, office or industrial property, the Mortgage Loan Seller has received lease
estoppels executed within 90 days of the origination date of the related Mortgage Loan that collectively account for at least 65%
of the in-place base rent for the Underlying Mortgaged Property or set of cross-collateralized properties that secure a Mortgage
Loan that is represented on the Certified Rent Roll. To the Mortgage Loan Seller’s knowledge, each lease represented on the
Certified Rent Roll is in full force and effect, subject to customary reservations of tenant’s rights, such as with respect
to CAM and pass-through audits and verification of landlord’s compliance with co-tenancy provisions.



 


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



 


		62.	No advance of funds has been made by Seller to the related Mortgagor, and no funds have been received
from any person other than the related Mortgagor or an affiliate, directly, or, to the knowledge of Seller, indirectly for, or
on account of, payments due on the Senior Mortgage Loan. Neither Seller nor any Affiliate thereof has any obligation to make any
capital contribution to any Mortgagor under the Senior Mortgage Loan, other than contributions made on or prior to the Purchase
Date.



 


		63.	Seller has complied with its internal procedures with respect to all applicable anti-money laundering
laws and regulations, including without limitation the USA Patriot Act of 2001 in connection with the origination of the Senior
Mortgage Loan.



 


Defined Terms


 


As used in this Exhibit:


 


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


 



    	 



    	 



    

 


The term “Anticipated
Repayment Date” shall mean, with respect to any Purchased Asset that is indicated on the Purchased Asset Schedule as
having a Revised Rate, the date upon which such Purchased Asset commences accruing interest at such Revised Rate.


 


The term “Assignment
of Mortgage” shall mean, with respect to any Mortgage, an assignment of the mortgage, notice of transfer or equivalent
instrument in recordable form, sufficient under the laws of the jurisdiction wherein the related property is located to reflect
the assignment and pledge of the Mortgage, subject to the terms, covenants and provisions of this Agreement.


 


The term “ARD
Loan” shall mean any Purchased Asset that provides that if the unamortized principal balance thereof is not repaid on
its Anticipated Repayment Date, such Purchased Asset will accrue Excess Interest at the rate specified in the related Mortgage
Note and the Mortgagor is required to apply excess monthly cash flow generated by the Underlying Mortgaged Property to the repayment
of the outstanding principal balance on such Purchased Asset.


 


The term “Due
Date” shall mean the day of the month set forth in the related Mortgage Note on which each monthly payment of interest
and/or principal thereon is scheduled to be first due.


 


The term “Environmental
Site Assessment” shall mean a Phase I environmental report meeting the requirements of the American Society for Testing
and Materials, and, if in accordance with customary industry standards a reasonable lender would require it, a Phase II environmental
report, each prepared by a licensed third party professional experienced in environmental matters.


 


The term “Excess
Cash Flow” shall mean the cash flow from the Underlying Mortgaged Property securing an ARD Loan after payments of interest
(at the Mortgage Interest Rate) and principal (based on the amortization schedule), and (a) required payments for the tax and insurance
fund and ground lease escrows fund, (b) required payments for the monthly debt service escrows, if any, (c) payments to any other
required escrow funds and (d) payment of operating expenses pursuant to the terms of an annual budget approved by the servicer
and discretionary (lender approved) capital expenditures.


 


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


 



    	 



    	 



    

 


The term “Mortgage
Interest Rate” shall mean the fixed rate, or the formula applicable to determine the floating rate, of interest per annum
that each Purchased Asset bears as of the Purchase Date.


 


The term “Permitted
Encumbrances” shall mean:


 


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



 


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



 


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



 


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



 


that together do not materially
and adversely affect the related Mortgagor’s ability to timely make payments on the related Purchased Asset, which do not
materially interfere with the benefits of the security intended to be provided by the related Mortgage or the use, for the use
currently being made, the operation as currently being operated, enjoyment, value or marketability of such Underlying Mortgaged
Property, provided, however, that, for the avoidance of doubt, Permitted Encumbrances shall exclude all pari passu,
second, junior and subordinated mortgages but shall not exclude mortgages that secure Purchased Assets that are cross-collateralized
with other Purchased Assets.


 


The term “Revised
Rate” shall mean, with respect to those Purchased Assets on the Purchased Asset Schedule indicated as having a revised
rate, the increased interest rate after the Anticipated Repayment Date (in the absence of a default) for each applicable Purchased
Asset, as calculated and as set forth in the related Purchased Asset.


 




    	 



    	 



    

 


REPRESENTATIONS AND
WARRANTIES


REGARDING EACH INDIVIDUAL
PURCHASED ASSET THAT IS A 


JUNIOR MORTGAGE
LOAN


 


		1.	The representations and warranties set forth in this Exhibit VI regarding the Senior Mortgage
Loan from which the Purchased Asset is derived shall be deemed incorporated herein in respect of each such Junior Mortgage Loan.



 


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



 


		3.	There exists no material default, breach, violation or event of acceleration (and no event that,
with the passage of time or the giving of notice, or both, would constitute any of the foregoing) under the documents evidencing
or securing the Purchased Asset, in any such case to the extent the same materially and adversely affects the value of the Purchased
Asset and the related underlying real property.



 


		4.	Except with respect to the enforceability of any provisions requiring the payment of default interest,
late fees, additional interest, prepayment premiums or yield maintenance charges, neither the Purchased Asset nor any of the related
Purchased Asset Documents is subject to any right of rescission, set-off, abatement, diminution, valid counterclaim or defense,
including the defense of usury, nor will the operation of any of the terms of any such Purchased Asset Documents, or the exercise
(in compliance with procedures permitted under applicable law) of any right thereunder, render any Purchased Asset Documents subject
to any right of rescission, set-off, abatement, diminution, valid counterclaim or defense, including the defense of usury (subject
to anti-deficiency or one form of action laws and to bankruptcy, receivership, conservatorship, reorganization, insolvency, moratorium
or other similar laws affecting the enforcement of creditor’s rights generally and by general principles of equity (regardless
of whether such enforcement is considered in a proceeding in equity or at law)), and no such right of rescission, set-off, abatement,
diminution, valid counterclaim or defense has been asserted with respect thereto.



 


		5.	The Purchased Asset Documents have been duly and properly executed by the originator of the Purchased
Asset, and each is the legal, valid and binding obligation of the parties thereto, enforceable in accordance with its terms, except
as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws relating to
or affecting the rights of creditors generally and by general principles of equity (regardless of whether such enforcement is considered
in a proceeding in equity or at law). The Purchased Asset is not usurious.



 


		6.	The terms of the related Purchased Asset Documents have not been impaired, waived, altered or modified
in any material respect (other than by a written instrument that is included in the related Purchased Asset File).



 



    	 



    	 



    

 


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



 


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



 


		9.	The servicing and collection practices used by Seller for the Purchased Asset have complied with
applicable law in all material respects and are consistent with those employed by prudent servicers of comparable Purchased Assets.



 


		10.	Seller is not a debtor in any state or federal bankruptcy or insolvency proceeding.



 


		11.	As of the Purchase Date, there is no payment default, giving effect to any applicable notice and/or
grace period, and there is no other material default under any of the related Purchased Asset Documents, giving effect to any applicable
notice and/or grace period; no such material default or breach has been waived by Seller or on its behalf or, by Seller’s
predecessors in interest with respect to the Purchased Assets; and no event has occurred that, with the passing of time or giving
of notice would constitute a material default or breach; provided, however, that the representations and warranties
set forth in this sentence do not cover any default, breach, violation or event of acceleration that specifically pertains to or
arises out of any subject matter otherwise covered by any other representation or warranty made by Seller in this Exhibit VI.
No Purchased Asset has been accelerated and no foreclosure or power of sale proceeding has been initiated in respect of the related
Mortgage. Seller has not waived any material claims against the related Mortgagor under any non-recourse exceptions contained in
the Mortgage Note.



 


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



 




    	 



    	 



    

 


REPRESENTATIONS AND
WARRANTIES


REGARDING EACH INDIVIDUAL
PURCHASED ASSET THAT IS A 


PARTICIPATION INTEREST


 


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



 


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



 


		3.	There exists no material default, breach, violation or event of acceleration (and no event that,
with the passage of time or the giving of notice, or both, would constitute any of the foregoing) under the documents evidencing
or securing the Purchased Asset, in any such case to the extent the same materially and adversely affects the value of the Purchased
Asset and the related underlying real property.



 


		4.	Except with respect to the enforceability of any provisions requiring the payment of default interest,
late fees, additional interest, prepayment premiums or yield maintenance charges, neither the Purchased Asset nor any of the related
Purchased Asset Documents is subject to any right of rescission, set-off, abatement, diminution, valid counterclaim or defense,
including the defense of usury, nor will the operation of any of the terms of any such Purchased Asset Documents, or the exercise
(in compliance with procedures permitted under applicable law) of any right thereunder, render any Purchased Asset Documents subject
to any right of rescission, set-off, abatement, diminution, valid counterclaim or defense, including the defense of usury (subject
to anti-deficiency or one form of action laws and to bankruptcy, receivership, conservatorship, reorganization, insolvency, moratorium
or other similar laws affecting the enforcement of creditor’s rights generally and by general principles of equity (regardless
of whether such enforcement is considered in a proceeding in equity or at law)), and no such right of rescission, set-off, abatement,
diminution, valid counterclaim or defense has been asserted with respect thereto.



 


		5.	The Purchased Asset Documents have been duly and properly executed by the originator of the Purchased
Asset, and each is the legal, valid and binding obligation of the parties thereto, enforceable in accordance with its terms, except
as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws relating to
or affecting the rights of creditors generally and by general principles of equity (regardless of whether such enforcement is considered
in a proceeding in equity or at law). The Purchased Asset is not usurious.



 



    	 



    	 



    

 


		6.	The terms of the related Purchased Asset Documents have not been impaired, waived, altered or modified
in any material respect (other than by a written instrument that is included in the related Purchased Asset File).



 


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



 


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



 


		9.	The servicing and collection practices used by Seller for the Purchased Asset have complied with
applicable law in all material respects and are consistent with those employed by prudent servicers of comparable Purchased Assets.



 


		10.	Seller is not a debtor in any state or federal bankruptcy or insolvency proceeding.



 


		11.	As of the Purchase Date, there is no payment default, giving effect to any applicable notice and/or
grace period, and there is no other material default under any of the related Purchased Asset Documents, giving effect to any applicable
notice and/or grace period; no such material default or breach has been waived by Seller or on its behalf or by Seller’s
predecessors in interest with respect to the Purchased Assets; and no event has occurred that, with the passing of time or giving
of notice would constitute a material default or breach; provided, however, that the representations and warranties
set forth in this sentence do not cover any default, breach, violation or event of acceleration that specifically pertains to or
arises out of any subject matter otherwise covered by any other representation or warranty made by Seller in this Exhibit VI.
No Purchased Asset has been accelerated and no foreclosure or power of sale proceeding has been initiated in respect of the related
Mortgage. Seller has not waived any material claims against the related Mortgagor under any non-recourse exceptions contained in
the related Mortgage Note or Mezzanine Note, as applicable.



 


		12.	No Purchased Asset has been satisfied, canceled, subordinated (except to the Senior Mortgage Loan
or Mezzanine Loan from which the Purchased Asset is derived), released or rescinded, in whole or in part, and the related Mortgagor
has not been released, in whole or in part, from its obligations under any related Purchased Asset Document.



 



    	 



    	 



    

 


REPRESENTATIONS AND
WARRANTIES


REGARDING EACH INDIVIDUAL
PURCHASED ASSET THAT IS A 


MEZZANINE LOAN


 


		1.	The Mezzanine Loan is a performing mezzanine loan secured by a pledge of all of the Capital Stock
of a Mortgagor that owns income producing commercial real estate.



 


		2.	As of the Purchase Date, such Mezzanine Loan complies in all material respects with, or is exempt
from, all requirements of federal, state or local law relating to such Mezzanine Loan.



 


		3.	Immediately prior to the sale, transfer and assignment to Buyer thereof, Seller had good and marketable
title to, and was the sole owner and holder of, such Mezzanine Loan, and Seller is transferring such Mezzanine Loan free and clear
of any and all liens, pledges, encumbrances, charges, security interests or any other ownership interests of any nature encumbering
such Mezzanine Loan. Upon consummation of the purchase contemplated to occur in respect of such Mezzanine Loan on the Purchase
Date therefor, Seller will have validly and effectively conveyed to Buyer all legal and beneficial interest in and to such Mezzanine
Loan free and clear of any pledge, lien, encumbrance or security interest.



 


		4.	No fraudulent acts were committed by Seller in connection with its acquisition or origination of
such Mezzanine Loan nor were any fraudulent acts committed by any Person in connection with the origination of such Mezzanine Loan.



 


		5.	All information contained in the related Due Diligence Package (or as otherwise provided to Buyer)
in respect of such Mezzanine Loan is accurate and complete in all material respects.



 


		6.	Except as included in the Due Diligence Package, Seller is not a party to any document, instrument
or agreement, and there is no document, that by its terms modifies or affects the rights and obligations of any holder of such
Mezzanine Loan and Seller has not consented to any material change or waiver to any term or provision of any such document, instrument
or agreement and no such change or waiver exists.



 


		7.	Other than as may have been set forth in a Requested Exceptions Report accepted by Buyer, such
Mezzanine Loan is presently outstanding, the proceeds thereof have been fully and properly disbursed and, except for amounts held
in escrow by Seller, there is no requirement for any future advances thereunder.



 


		8.	Seller has full right, power and authority to sell and assign such Mezzanine Loan and such Mezzanine
Loan or any related Mezzanine Note has not been cancelled, satisfied or rescinded in whole or part nor has any instrument been
executed that would effect a cancellation, satisfaction or rescission thereof.



 



    	 



    	 



    

 


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



 


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



 


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



 


		12.	To Seller’s knowledge, the Underlying Property Owner has good and marketable title to the
Underlying Mortgaged Property, no claims under the title policies insuring the Underlying Property Owner’s title to the Properties
have been made, and, to Seller’s knowledge, the Underlying Property Owner has not received any written notice regarding any
material violation of any easement, restrictive covenant or similar instrument affecting the Underlying Mortgaged Property.



 


		13.	The representations and warranties made by the borrower (the “Mezzanine Borrower”)
in the Mezzanine Loan Documents were true and correct in all material respects as of the date such representations and warranties
were stated to be true therein, and there has been no adverse change with respect to the Mezzanine Loan, the Mezzanine Borrower,
the Underlying Mortgaged Property or the Underlying Property Owner that would render any such representation or warranty not true
or correct in any material respect as of the Purchase Date.



 


		14.	The Mezzanine Loan Documents provide for the acceleration of the payment of the unpaid principal
balance of the Mezzanine Loan if (i) the related borrower voluntarily transfers or encumbers all or any portion of any related
Mezzanine Collateral, or (ii) any direct or indirect interest in the related borrower is voluntarily transferred or assigned, other
than, in each case, as permitted under the terms and conditions of the related loan documents.



 


		15.	Pursuant to the terms of the Mezzanine Loan Documents: (a) no material terms of any related Mortgage
may be waived, canceled, subordinated or modified in any material respect and no material portion of such Mortgage or the Underlying
Mortgaged Property may be released without the consent of the holder of the Mezzanine Loan; (b) no material action may be taken
by the Underlying Property Owner with respect to the Underlying Mortgaged Property without the consent of the holder of the Mezzanine
Loan; (c) the holder of the Mezzanine Loan is entitled to approve the budget of the Underlying Property Owner as it relates to
the Underlying Mortgaged Property; and (d) the holder of the Mezzanine Loan's consent is required prior to the Underlying Property
Owner incurring any additional indebtedness.



 



    	 



    	 



    

 


		16.	There is no (i) monetary default, breach or violation with respect to such Mezzanine Loan, the
Underlying Mortgage Loan or any other obligation of the owner of the Underlying Mortgaged Property (the “Underlying Property
Owner”), (ii) material non-monetary default, breach or violation with respect to such Mezzanine Loan, the Underlying
Mortgage Loan or any other obligation of the Underlying Property Owner or (iii) event which, with the passage of time or with notice
and the expiration of any grace or cure period, would constitute a default, breach, violation or event of acceleration.



 


		17.	No default or event of default has occurred under any agreement pertaining to any lien or other
interest that ranks pari passu with or senior to the interests of the holder of such Mezzanine Loan or with respect to any
Underlying Mortgage Loan or other indebtedness in respect of the related Underlying Mortgaged Property and there is no provision
in any agreement related to any such lien, interest or loan which would provide for any increase in the principal amount of any
such lien, other interest or loan.



 


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



 


		19.	The Mezzanine Loan, and each party involved in the origination of the Mezzanine Loan, complied
as of the date of origination with, or was exempt from, applicable state or federal laws, regulations and other requirements pertaining
to usury.



 


		20.	Seller has delivered to Buyer or its designee the original promissory note made in respect of such
Mezzanine Loan, together with an original assignment thereof executed by Seller in blank.



 


		21.	Seller has not received any written notice that the Mezzanine Loan may be subject to reduction
or disallowance for any reason, including without limitation, any setoff, right of recoupment, defense, counterclaim or impairment
of any kind.



 



    	 



    	 



    

 


		22.	Seller has no obligation to make loans to, make guarantees on behalf of, or otherwise extend credit
to, or make any of the foregoing for the benefit of, the Mezzanine Borrower or any other person under or in connection with the
Mezzanine Loan.



 


		23.	To Seller’s knowledge, the servicing and collection practices used by the servicer of the
Mezzanine Loan, and the origination practices of the related originator, have been in all respects legal, proper and prudent and
have met customary industry standards by prudent institutional commercial mezzanine lenders and mezzanine loan servicers except
to the extent that, in connection with its origination, such standards were modified as reflected in the documentation delivered
to Buyer.



 


		24.	If applicable, the ground lessor consented to and acknowledged that (i) the Mezzanine Loan
is permitted / approved, (ii) any foreclosure of the Mezzanine Loan and related change in ownership of the ground lessee will
not require the consent of the ground lessor or constitute a default under the ground lease, (iii) copies of default notices
would be sent to Mezzanine Lender and (iv) it would accept cure from Mezzanine Lender on behalf of the ground lessee.



 


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



 


		26.	No consent, approval, authorization or order of, or registration or filing with, or notice to,
any court or governmental agency or body having jurisdiction or regulatory authority is required for any transfer or assignment
by the holder of such Mezzanine Loan.



 


		27.	Seller has not received written notice of any outstanding liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any kind for which the holder of such Mezzanine Loan
is or may become obligated.



 


		28.	Seller has not advanced funds, or knowingly received any advance of funds from a party other than
the borrower relating to such Mezzanine Loan, directly or indirectly, for the payment of any amount required by such Mezzanine
Loan.



 


		29.	All real estate taxes and governmental assessments, or installments thereof, which would be a lien
on any related Underlying Mortgaged Property and that prior to the Purchase Date for the related Purchased Asset have become delinquent
in respect of such Underlying Mortgaged Property have been paid, or an escrow of funds in an amount sufficient to cover such payments
has been established. For purposes of this representation and warranty, real estate taxes and governmental assessments and installments
thereof shall not be considered delinquent until the earlier of (a) the date on which interest and/or penalties would first
be payable thereon and (b) the date on which enforcement action is entitled to be taken by the related taxing authority.



 



    	 



    	 



    

 


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



 


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



 


		32.	As of the Purchase Date of the Mezzanine Loan, all insurance coverage required under the Mezzanine
Loan Documents and/or any mortgage loan related to the Underlying Mortgaged Property, which insurance covered such risks as were
customarily acceptable to prudent commercial and multifamily mortgage lending institutions lending on the security of property
comparable to the related Underlying Mortgaged Property in the jurisdiction in which such Underlying Mortgaged Property is located,
and with respect to a fire and extended perils insurance policy, is in an amount (subject to a customary deductible) at least equal
to the lesser of (i) the replacement cost of improvements located on such Underlying Mortgaged Property, or (ii) the outstanding
principal balance of the Underlying Mortgage Loan, and in any event, the amount necessary to prevent operation of any co-insurance
provisions; and, except if such Underlying Mortgaged Property is operated as a mobile home park, is also covered by business interruption
or rental loss insurance, in an amount at least equal to 12 months of operations of the related Underlying Mortgaged Property,
all of which was in full force and effect with respect to each related Underlying Mortgaged Property; and, as of the Purchase Date
for the related Purchased Asset, all insurance coverage required under the Mezzanine Loan Documents and/or any Underlying Mortgage
Loan related to the Underlying Mortgaged Property, which insurance covers such risks and is in such amounts as are customarily
acceptable to prudent commercial and multifamily mortgage lending institutions lending on the security of property comparable to
the related Underlying Mortgaged Property in the jurisdiction in which such Underlying Mortgaged Property is located, is in full
force and effect with respect to each related Underlying Mortgaged Property; all premiums due and payable through the Purchase
Date for the related Purchased Asset have been paid; and no notice of termination or cancellation with respect to any such insurance
policy has been received by Seller; and except for certain amounts not greater than amounts which would be considered prudent by
an institutional commercial and/or multifamily mortgage lender with respect to a similar mortgage loan and which are set forth
in the Mezzanine Loan Documents and/or any Underlying Mortgage Loan related to the Underlying Mortgaged Property, any insurance
proceeds in respect of a casualty loss, will be applied either (i) to the repair or restoration of all or part of the related Underlying
Mortgaged Property or (ii) the reduction of the outstanding principal balance of the Underlying Mortgage Loan, subject in either
case to requirements with respect to leases at the related Underlying Mortgaged Property and to other exceptions customarily provided
for by prudent institutional lenders for similar loans. The Underlying Mortgaged Property is also covered by comprehensive general
liability insurance against claims for personal and bodily injury, death or property damage occurring on, in or about the related
Underlying Mortgaged Property, in an amount customarily required by prudent institutional lenders. An architectural or engineering
consultant has performed an analysis of the Underlying Mortgaged Properties located in seismic zone 3 or 4 in order to evaluate
the structural and seismic condition of such property, for the sole purpose of assessing the probable maximum loss (“PML”)
for the Underlying Mortgaged Property in the event of an earthquake. In such instance, the PML was based on a 475 year lookback
with a 10% probability of exceedance in a 50 year period. If the resulting report concluded that the PML would exceed 20% of the
amount of the replacement costs of the improvements, earthquake insurance on such Underlying Mortgaged Property was obtained by
an insurer rated at least A-:V by A.M. Best Company or “BBB-” (or the equivalent) from S&P and Fitch or “Baa3”
(or the equivalent) from Moody’s. If the Underlying Mortgaged Property is located in Florida or within 25 miles of the coast
of Texas, Louisiana, Mississippi, Alabama, Georgia, North Carolina or South Carolina such Underlying Mortgaged Property is insured
by windstorm insurance in an amount at least equal to the lesser of (i) the outstanding principal balance of such Underlying Mortgage
Loan and (ii) 100% of the full insurable value, or 100% of the replacement cost, of the improvements located on the related Underlying
Mortgaged Property.



 



    	 



    	 



    

 


		33.	The insurance policies contain a standard Mortgagee clause naming the Mortgagee, its successors
and assigns as loss payee, in the case of a property insurance policy, and additional insured in the case of a liability insurance
policy and provide that they are not terminable without 30 days prior written notice to the Mortgagee (or, with respect to non-payment,
10 days prior written notice to the Mortgagee) or such lesser period as prescribed by applicable law. Each Mortgage requires that
the Mortgagor maintain insurance as described above or permits the Mortgagee to require insurance as described above, and permits
the Mortgagee to purchase such insurance at the Mortgagor’s expense if Mortgagor fails to do so.



 


		34.	There is no material and adverse environmental condition or circumstance affecting the Underlying
Mortgaged Property; there is no material violation of any applicable Environmental Law with respect to the Underlying Mortgaged
Property; neither Seller nor the Underlying Property Owner has taken any actions which would cause the Underlying Mortgaged Property
not to be in compliance with all applicable Environmental Laws; the Underlying Mortgage Loan documents require the borrower to
comply with all Environmental Laws; and each Mortgagor has agreed to indemnify the Mortgagee for any losses resulting from any
material, adverse environmental condition or failure of the Mortgagor to abide by such Environmental Laws or has provided environmental
insurance.



 



    	 



    	 



    

 


		35.	No borrower under the Mezzanine Loan nor any Mortgagor under any Underlying Mortgage Loan is a
debtor in any state or federal bankruptcy or insolvency proceeding.



 


		36.	Each related Underlying Mortgaged Property was inspected by or on behalf of the related originator
or an affiliate during the 12 month period prior to the related origination date.



 


		37.	There are no material violations of any applicable zoning ordinances, building codes and land laws
applicable to the Underlying Mortgaged Property or the use and occupancy thereof which (i) are not insured by an ALTA lender’s
title insurance policy (or a binding commitment therefor), or its equivalent as adopted in the applicable jurisdiction, or a law
and ordinance insurance policy or (ii) would have a material adverse effect on the value, operation or net operating income of
the Underlying Mortgaged Property. The Purchased Asset Documents and the Underlying Mortgage Loan documents require the Underlying
Mortgaged Property to comply with all applicable laws and ordinances.



 


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



 


		39.	As of the Purchase Date for the related Purchased Asset, there was no pending action, suit or proceeding,
or governmental investigation of which Seller has received notice, against the Mortgagor or the related Underlying Mortgaged Property
the adverse outcome of which could reasonably be expected to materially and adversely affect the Mezzanine Loan or the Underlying
Mortgage Loan.



 


		40.	The improvements located on the Underlying Mortgaged Property are either not located in a federally
designated special flood hazard area or, if so located, the Mortgagor is required to maintain or the Mortgagee maintains, flood
insurance with respect to such improvements and such policy is in full force and effect in an amount no less than the lesser of
(i) the original principal balance of the Underlying Mortgage Loan, (ii) the value of such improvements on the related Underlying
Mortgaged Property located in such flood hazard area or (iii) the maximum allowed under the related federal flood insurance program.



 


		41.	Except for Mortgagors under Underlying Mortgage Loans the Underlying Mortgaged Property with respect
to which includes a Ground Lease, the related Mortgagor (or its affiliate) has title in the fee simple interest in each related
Underlying Mortgaged Property.



 



    	 



    	 



    

 


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



 


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



 


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



 


		45.	The related Underlying Mortgaged Property is served by public utilities, water and sewer (or septic
facilities) and otherwise appropriate for the use in which the Underlying Mortgaged Property is currently being utilized.



 


		46.	With respect to each related Underlying Mortgaged Property consisting of a Ground Lease, Seller
represents and warrants the following with respect to the related Ground Lease:



 


		(i)	Such Ground Lease or a memorandum thereof has been or will be duly recorded no later than 30 days
after the Purchase Date of the related Purchased Asset and such Ground Lease permits the interest of the lessee thereunder to be
encumbered by the related Mortgage or, if consent of the lessor thereunder is required, it has been obtained prior to the Purchase
Date.



 


		(ii)	Upon the foreclosure of the Underlying Mortgage Loan (or acceptance of a deed in lieu thereof),
the Mortgagor’s interest in such Ground Lease is assignable to the Mortgagee under the leasehold estate and its assigns without
the consent of the lessor thereunder (or, if any such consent is required, it has been obtained prior to the Purchase Date).



 



    	 



    	 



    

 


		(iii)	Such Ground Lease may not be amended, modified, canceled or terminated without the prior written
consent of the Mortgagee and any such action without such consent is not binding on the Mortgagee, its successors or assigns, except
termination or cancellation if (i) an event of default occurs under the Ground Lease, (ii) notice thereof is provided to the Mortgagee
and (iii) such default is curable by the Mortgagee as provided in the Ground Lease but remains uncured beyond the applicable cure
period.



 


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



 


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



 


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



 


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



 


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



 


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



 


		(x)	The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially
unreasonable by a prudent commercial lender.



 



    	 



    	 



    

 


		(xi)	The ground lessor under such Ground Lease is required to enter into a new lease upon termination
of the Ground Lease for any reason, including the rejection of the Ground Lease in bankruptcy.



 


		47.	If the Purchased Asset is secured by a Credit Tenant Lease, such Credit Tenant Lease has the following
properties:



 


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



 


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



 


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



 


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



 


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



 



    	 



    	 



    

 


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



 


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



 


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



 


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



 


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



 


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



 


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



 




    	 



    	 



    

 


EXHIBIT VII


 


asset
information


 


Loan ID #:


Borrower Name:


Borrower Address:


Borrower City:


Borrower State:


Borrower Zip Code:


Recourse?


Guaranteed?


Related Borrower Name(s):


Original Principal Balance:


Note Date:


Loan Date:


Loan Type (e.g. fixed/arm):


Current Principal Balance:


Current Interest Rate (per annum):


Paid to date:


Annual P&I:


Next Payment due date:


Index (complete whether fixed or arm):


Gross Spread/Margin (complete whether fixed or arm):


Life Cap:


Life Floor:


Periodic Cap:


Periodic Floor:


Rounding Factor:


Lookback (in days):


Interest Calculation Method (e.g., Actual/360):


Interest rate adjustment frequency:


P&I payment frequency:


First P&I payment due:


First interest rate adjustment date:


First payment adjustment date:


Next interest rate adjustment date:


Next payment adjustment date:


Conversion Date:


Converted Interest Rate Index:


Converted Interest Rate Spread:


Maturity date:


Loan term:


 



    	 



    	 



    

 


Amortization term:


Hyper-Amortization Flag:


Hyper-Amortization Term:


Hyper-Amortization Rate Increase:


Balloon Amount:


Balloon LTV:


Prepayment Penalty Flag:


Prepayment Penalty Text:


Lockout Period:


Lien Position:


Fee/Leasehold:


Ground Lease Expiration Date:


CTL (Yes/No):


CTL Rating (Moody’s):


CTL Rating (Duff):


CTL Rating (S&P):


CTL Rating (Fitch):


Lease Guarantor:


CTL Lease Type (NNN, NN, Bondable):


Property Name:


Property Address:


Property City:


Property Zip Code:


Property Type (General):


Property Type (Specific):


Cross-collateralized (Yes/No)*:


Property Size:


Year built:


Year renovated:


Actual Average Occupancy:


Occupancy Rent Roll Date:


Underwritten Average Occupancy:


Largest Tenant:


Largest Tenant SF:


Largest Tenant Lease Expiration:


2nd Largest Tenant:


2nd Largest Tenant SF:


2nd Largest Tenant Lease Expiration:


3rd Largest Tenant:


3rd Largest Tenant SF:


3rd Largest Tenant Lease Expiration:


Underwritten Average Rental Rate/ADR:


 


 



 


		*	If yes, give property information on each property covered
and in aggregate as appropriate. Loan ID’s should be denoted with a suffix letter to signify loans/collateral.



 



    	 



    	 



    

 


Underwritten Vacancy/Credit Loss:


Underwritten Other Income:


Underwritten Total Revenues:


Underwritten Replacement Reserves:


Underwritten Management Fees:


Underwritten Franchise Fees:


Underwritten Total Expenses:


Underwritten Leasing Commissions:


Underwritten Tenant Improvement Costs:


Underwritten NOI:


Underwritten NCF:


Underwritten Debt Service Constant:


Underwritten DSCR at NOI:


Underwritten DSCR at NCF:


Underwritten NOI Period End Date:


Hotel Franchise:


Hotel Franchise Expiration Date:


Appraiser Name:


Appraised Value:


Appraisal Date:


Appraisal Cap Rate:


Appraisal Discount Rate:


Underwritten LTV:


Environmental Report Preparer:


Environmental Report Date:


Environmental Report Issues:


Architectural and Engineering Report Preparer:


Architectural and Engineering Report Date:


Deferred Maintenance Amount:


Ongoing Replacement Reserve Requirement per A&E Report:


Immediate Repairs Escrow % (e.g. [___]%):


Replacement Reserve Annual Deposit:


Replacement Reserve Balance:


Tenant Improvement/Leasing Commission Annual Deposits:


Tenant Improvement/Leasing Commission Balance:


Taxes paid through date:


Monthly Tax Escrow:


Tax Escrow Balance:


Insurance paid through date:


Monthly Insurance Escrow:


Insurance Escrow Balance:


Reserve/Escrow Balance as of Date:


Probable Maximum Loss %:


Covered by Earthquake Insurance (Yes/No):


Number of times 30 days late in last 12 months:


Number of times 60 days late in last 12 months:


 



    	 



    	 



    

 


Number of times 90 days late in last 12 months:


Servicing Fee:


Notes:


 




    	 



    	 



    

 


EXHIBIT VIII


 


PURCHASE AND ADDITIONAL
ADVANCE PROCEDURES


 


(a)          Submission
of Due Diligence Package. No less than fifteen (15) Business Days prior to the proposed Purchase Date or Additional Advance
Date, as applicable, Seller shall deliver to Buyer a due diligence package for Buyer’s review and approval, which shall contain
the following items (the “Due Diligence Package”):


 


		1.	Delivery of Purchased Asset Documents. With respect to a New Asset that is a Pre-Existing
Asset, each of the Purchased Asset Documents and, with respect to a Purchased Asset that is the subject of a proposed Additional
Advance, any Purchased Asset Document that has been modified or amended in any manner since the related Purchase Date.



 


		2.	Transaction-Specific Due Diligence Materials. With respect to any New Asset or Purchased
Asset that is the subject of a proposed Additional Advance, a summary memorandum outlining the proposed transaction, including
potential transaction benefits and all material underwriting risks, all Underwriting Issues and all other characteristics of the
proposed transaction that a reasonable buyer would consider material, together with the following due diligence information relating
to the New Asset or, with respect to a Purchased Asset that is the subject of a proposed Additional Advance, any updates to the
following due diligence information reflecting changes from the related Purchase Date:



 


With respect to each Eligible Asset that is an Eligible
Loan,


 


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


 


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


 


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


 


(iv)          copies
of appraisal, environmental, engineering and any other third-party reports; provided, that, if same are not available to
Seller at the time of Seller’s submission of the Due Diligence Package to Buyer, Seller shall deliver such items to Buyer
promptly upon Seller’s receipt of such items;


 


(v)          a
description of the underlying real estate directly or indirectly securing or supporting such Purchased Asset and the ownership
structure of the borrower and the sponsor (including, without limitation, the board of directors, if applicable) and, to the extent
that real property does not secure such Eligible Loan, the related collateral securing such Eligible Loan, if any;


 


(vi)          indicative
debt service coverage ratios;


 


(vii)          indicative
loan-to-value ratios;


 



    	 



    	 



    

 


(viii)          a
term sheet outlining the transaction generally;


 


(ix)          a
description of the Mortgagor, including experience with other projects (real estate owned), its ownership structure and financial
statements;


 


(x)          a
description of Seller’s relationship with the Mortgagor, if any;


 


(xi)          copies
of documents evidencing such New Asset, or current drafts thereof, including, without limitation, underlying debt and security
documents, guaranties, the underlying borrower’s and guarantor’s organizational documents, warrant agreements, and
loan and collateral pledge agreements, as applicable, provided that, if same are not available to Seller at the time of
Seller’s submission of the Due Diligence Package to Buyer, Seller shall deliver such items to Buyer promptly upon Seller’s
receipt of such items;


 


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


 


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


 


		3.	Environmental and Engineering. A “Phase 1” (and, if requested by Buyer, “Phase
2”) environmental report, an asbestos survey, if applicable, and an engineering report, each in form reasonably satisfactory
to Buyer, by an engineer or environmental consultant reasonably approved by Buyer.



 


		4.	Credit Memorandum. A credit memorandum, asset summary or other similar document that details
cash flow underwriting, historical operating numbers, underwriting footnotes, rent roll and lease rollover schedule.



 


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



 


		6.	Opinions of Counsel. An opinion to Seller and its successors and assigns from counsel to
the underlying obligor on the underlying loan transaction, as applicable, as to enforceability of the loan documents governing
such transaction and such other matters as Buyer shall require (including, without limitation, opinions as to due formation, authority,
choice of law and perfection of security interests).



 



    	 



    	 



    

 


		7.	Additional Real Estate Matters. To the extent obtained by Seller from the Mortgagor or the
underlying obligor relating to any Eligible Asset at the origination of the Eligible Asset, such other real estate related certificates
and documentation as may have been requested by Buyer, such as abstracts of all leases in effect at the real property relating
to such Eligible Asset.



 


		8.	Other Documents. Any other documents as Buyer or its counsel shall reasonably deem necessary.



 


(b)          Submission
of Legal Documents. With respect to a New Asset that is an Originated Asset, no less than seven (7) calendar days prior to
the proposed Purchase Date, Seller shall deliver, or cause to be delivered, to counsel for Buyer the following items, where applicable:


 


		1.	Copies of all draft Purchased Asset Documents in substantially final form, blacklined against the
approved form Purchased Asset Documents.



 


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



 


		3.	All Surveys of the underlying real estate directly or indirectly securing or supporting such Purchased
Asset that are in Seller’s possession.



 


		4.	As reasonably requested by Buyer, satisfactory reports of UCC, tax lien, judgment and litigation
searches and title updates conducted by search firms and/or title companies reasonably acceptable to Buyer with respect to the
Eligible Asset, underlying real estate directly or indirectly securing or supporting such Eligible Asset, Seller and Mortgagor,
such searches to be conducted in each location Buyer shall reasonably designate.



 


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



 






    	 



    	 



    

 


		6.	Certificates of occupancy and letters certifying that the property is in compliance with all applicable
zoning laws, each issued by the appropriate Governmental Authority.



 


(c)          Approval
of Eligible Asset or Additional Advance. Conditioned upon the timely and satisfactory completion of Seller’s requirements
in clauses (a) and (b) above, Buyer shall, no less than five (5) calendar days prior to the proposed Purchase Date or Additional
Advance Date, as applicable, (1) in the case of the proposed purchase of an Eligible Asset, (A) notify Seller in writing (which
may take the form of electronic mail format) that Buyer has not approved the proposed Eligible Asset as a Purchased Asset or (B)
notify Seller in writing (which may take the form of electronic mail format) that Buyer has approved the proposed Eligible Asset
as a Purchased Asset or (2) in the case of a proposed Additional Advance, (A) notify Seller in writing (which may take the form
of electronic mail format) that Buyer has not approved the proposed Additional Advance or (B) notify Seller in writing (which may
take the form of electronic mail format) that Buyer has approved the proposed Additional Advance.  Buyer’s failure to
respond to Seller on or prior to five (5) calendar days prior to the proposed Purchase Date, shall be deemed to be a denial of
Seller’s request that Buyer approve the proposed Eligible Asset or proposed Additional Advance, as applicable, unless Buyer
and Seller has agreed otherwise in writing.


 


(d)          Assignment
Documents. No less than two (2) business days prior to the proposed Purchase Date, Seller shall have executed and delivered
to Buyer, in form and substance reasonably satisfactory to Buyer and its counsel, all applicable assignment documents assigning
to Buyer the proposed Eligible Asset (and in any Hedging Transactions held by Seller with respect thereto) that shall be subject
to no liens except as expressly permitted by Buyer.  Each of the assignment documents shall contain such representations and
warranties in writing concerning the proposed Eligible Asset and such other terms as shall be satisfactory to Buyer in its sole
discretion, and shall include blacklined copies of each document, showing all changes made to the forms of assignment documents
that have been approved in advance by Buyer.


 




    	 



    	 



    

 


EXHIBIT IX


 


FORM OF BAILEE LETTER


 


[____] [__], 201[_]


 


	 	 	 
	 	 	 
	 	 	 


 


		Re:	Bailee Agreement (the “Bailee Agreement”) in connection
with the pledge by ARC RFT JPM Loan, LLC
( “Seller”) to JPMorgan Chase Bank, National Association (“Buyer”)



 


Ladies and Gentlemen:


 


In consideration of the
mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
Seller, Buyer and [____] (the “Bailee”) hereby agree as follows:


 


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


 


(b)          On or
prior to the date indicated on the Custodial Identification Certificate delivered by Seller (the “Funding Date”),
Seller shall have delivered to the Bailee, as bailee for hire, the original documents set forth on Schedule A attached hereto
(collectively, the “Purchased Asset File”) for each of the Purchased Assets (each a “Purchased Asset”
and collectively, the “Purchased Assets”) listed in Exhibit A to Attachment 1 attached hereto
(the “Purchased Asset Schedule”).


 


(c)          The
Bailee shall issue and deliver to Buyer and Wells Fargo Bank, National Association (the “Custodian”) on
or prior to the Funding Date by facsimile (a) in the name of Buyer, an initial trust receipt and certification in the form of Attachment
2 attached hereto (the “Bailee’s Trust Receipt and Certification”) which Bailee’s Trust Receipt
and Certification shall state that the Bailee has received the documents comprising the Purchased Asset File as set forth in the
Custodial Identification Certificate (as defined in that certain Custodial Agreement, dated as of June 18, 2014, among Seller,
Buyer and Custodian, in addition to such other documents required to be delivered to Buyer and/or Custodian pursuant to the Master
Repurchase Agreement, dated as of June 18, 2014, between Seller and Buyer (the “Repurchase Agreement”).


 



    	 



    	 



    

 


(d)          On the
applicable Funding Date, in the event that Buyer fails to purchase from Seller the Purchased Assets identified in the related Custodial
Identification Certificate, Buyer shall deliver by facsimile to the Bailee at [____] to the attention of [____], an authorization
(the “Facsimile Authorization”) to release the Purchased Asset Files with respect to the Purchased Assets identified
therein to Seller. Upon receipt of such Facsimile Authorization, the Bailee shall release the Purchased Asset Files to Seller in
accordance with Seller’s instructions.


 


(e)          Following
the Funding Date, the Bailee shall forward the Purchased Asset Files to the Custodian at [____], by insured overnight courier for
receipt by the Custodian no later than 1:00 p.m. on the third Business Day following the applicable Funding Date (the “Delivery
Date”).


 


(f)          From
and after the applicable Funding Date until the time of receipt of the Facsimile Authorization or the applicable Delivery Date,
as applicable, the Bailee (a) shall maintain continuous custody and control of the related Purchased Asset Files as bailee for
Buyer and (b) is holding the related Purchased Assets as sole and exclusive bailee for Buyer unless and until otherwise instructed
in writing by Buyer.


 


(g)          Seller
agrees to indemnify and hold the Bailee and its partners, directors, officers, agents and employees harmless against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever, including reasonable attorneys’ fees, that may be imposed on, incurred by, or asserted against it or them
in any way relating to or arising out of this Bailee Agreement or any action taken or not taken by it or them hereunder unless
such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements (other than
special, indirect, punitive or consequential damages, which shall in no event be paid by the Bailee) were imposed on, incurred
by or asserted against the Bailee because of the breach by the Bailee of its obligations hereunder, which breach was caused by
negligence, lack of good faith or willful misconduct on the part of the Bailee or any of its partners, directors, officers, agents
or employees. The foregoing indemnification shall survive any resignation or removal of the Bailee or the termination or assignment
of this Bailee Agreement.


 


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


 



    	 



    	 



    

 


(i)          Seller
agrees to indemnify and hold Buyer and its respective affiliates and designees harmless against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including
reasonable attorneys’ fees, that may be imposed on, incurred by, or asserted against it or them in any way relating to or
arising out of a Custodial Delivery Failure or the Bailee’s negligence, lack of good faith or willful misconduct. The foregoing
indemnification shall survive any termination or assignment of this Bailee Agreement.


 


(j)          Seller
hereby represents, warrants and covenants that the Bailee is not an affiliate of or otherwise controlled by Seller. Notwithstanding
the foregoing, the parties hereby acknowledge that the Bailee hereunder may act as Counsel to Seller in connection with a proposed
transaction and [ ], if acting as Bailee, has represented Seller in connection with negotiation, execution and delivery
of the Repurchase Agreement.


 


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


 


(l)          The
agreement set forth in this Bailee Agreement may not be modified, amended or altered, except by written instrument, executed by
all of the parties hereto.


 


(m)          This
Bailee Agreement may not be assigned by Seller or the Bailee without the prior written consent of Buyer.


 


(n)          For
the purpose of facilitating the execution of this Bailee Agreement as herein provided and for other purposes, this Bailee Agreement
may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and
such counterparts shall constitute and be one and the same instrument.


 


(o)          This
Bailee Agreement shall be construed in accordance with the laws of the State of New York, and the obligations, rights and remedies
of the parties hereunder shall be determined in accordance with such laws.


 



    	 



    	 



    

 


(p)          Capitalized
terms used herein and defined herein shall have the meanings ascribed to them in the Repurchase Agreement.


 




    	 



    	 



    

 


	 	Very truly yours,
	 	 	 
	 	ARC RFT JPM LOAN, LLC, as Seller
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 


	ACCEPTED AND AGREED:	 
	 	 	 
	[BAILEE]	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	 	 
	ACCEPTED AND AGREED:	 
	 	 	 
	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION	 
	Buyer	 
	 	 	 
	By: 	 	 
	 	  Name:  	 
	 	  Title:	 


 




    	 



    	 



    

 


Schedule A


 


[List of Purchased Asset Documents]


 




    	 



    	 



    

 


Attachment 1


 


IDENTIFICATION CERTIFICATE


 


On this [___] day of
[____], 201[_], ARC RFT JPM LOAN, LLC (“Seller”), under that
certain Bailee Agreement of even date herewith (the “Bailee Agreement”), among Seller, [____] (the “Bailee”),
and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Buyer, does hereby instruct the Bailee to hold, in its capacity as Bailee, the
Purchased Asset Files with respect to the Purchased Assets listed on Exhibit A hereto, which Purchased Assets shall be subject
to the terms of the Bailee Agreement as of the date hereof.


 


Capitalized terms used
herein and not otherwise defined shall have the meanings set forth in the Bailee Agreement.


 


IN WITNESS WHEREOF,
Seller has caused this Identification Certificate to be executed and delivered by its duly authorized officer as of the day and
year first above written.


 


	 	ARC RFT JPM LOAN, LLC
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 




    	 



    	 



    

 


Exhibit A to Attachment 1


 


PURCHASED ASSET SCHEDULE


 




    	 



    	 



    

 


Attachment 2


 


FORM OF BAILEE’S TRUST RECEIPT AND
CERTIFICATION


 


[____] [__], 201[_]


 


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION


383 Madison Avenue


New York, New York 10179


	Attention:	Ms. Nancy S. Alto
	Telephone:	(212) 623-1989
	Telecopy:	(917) 546-2564


 


		Re:	Bailee Agreement, dated as of [____] [__], 201[_] (the “Bailee Agreement”)
among ARC RFT JPM Loan, LLC (“Seller”),
JPMorgan Chase Bank, National Association (“Buyer”) and [____] (“Bailee”)



 


Ladies and Gentlemen:


 


In accordance with
the provisions of Paragraph (c) of the above-referenced Bailee Agreement, the undersigned, as the Bailee, hereby certifies that
as to each Purchased Asset described in the Purchased Asset Schedule (Exhibit A to Attachment 1), a copy of which
is attached hereto, it has reviewed the Purchased Asset File and has determined that (i) all documents listed in Schedule A
attached to the Bailee Agreement are in its possession and (ii) such documents have been reviewed by it and appear regular on their
face and relate to such Purchased Asset and (iii) based on its examination, the foregoing documents on their face satisfy the requirements
set forth in Paragraph (b) of the Bailee Agreement.


 


The Bailee hereby confirms
that it is holding each such Purchased Asset File as agent and bailee for the exclusive use and benefit of Buyer pursuant to the
terms of the Bailee Agreement.


 


All initially capitalized
terms used herein shall have the meanings ascribed to them in the above-referenced Bailee Agreement.


 


	 	[____], BAILEE
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 




    	 



    	 



    

  


EXHIBIT X


 


FORM OF MARGIN DEFICIT NOTICE


 


[DATE]


 


VIA ELECTRONIC TRANSMISSION


 


ARC
RFT JPM Loan, LLC


c/o ARC Realty Finance Advisors, LLC


405 Park Avenue, 3rd Floor 


New York, New York 10022


Attention: Asset Management


 


		Re:	Master Repurchase Agreement, dated as of June 18, 2014 (as amended, restated,
supplemented, or otherwise modified and in effect from time to time, the “Master Repurchase Agreement”; capitalized
terms used but not otherwise defined herein shall have the meanings assigned thereto in the Master Repurchase Agreement) by and
between JPMorgan Chase Bank, National Association (“Buyer”) and ARC
RFT JPM Loan, LLC (“Seller”).



 


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


 


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


 


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


 




    	 



    	 



    

 


	 	JPMORGAN CHASE BANK, NATIONAL 

ASSOCIATION
	 	 	 
	 	By: 	 
	 	 	Name:  
	 	 	Title:


 




    	-2-



    	 



    

 


EXHIBIT XI


 


UCC FILING JURISDICTIONS


 


Delaware


 




    	 



    	 



    

 


EXHIBIT XII-1


 


FORM OF


U.S. TAX COMPLIANCE CERTIFICATE


(For Foreign Assignees That Are Not Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference is hereby
made to Article 3(t) of the Master Repurchase Agreement, dated as of June 18, 2014 (the “Master Repurchase Agreement”),
by and between JPMorgan Chase Bank, National Association, a national banking association organized under the laws of the United
States, as Buyer, and ARC RFT JPM Loan,
LLC, a Delaware limited liability company, as Seller. Capitalized terms used and not otherwise defined herein shall have
the respective meanings assigned to such terms in the Master Repurchase Agreement.


 


The undersigned hereby
certifies that (i) it is the sole record and beneficial owner of the ownership interest in the Transaction(s) in respect of
which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code,
(iii) it is not a ten percent shareholder of the applicable Seller(s) within the meaning of Section 871(h)(3)(B) of the
Code and (iv) it is not a controlled foreign corporation related to the applicable Seller(s) as described in Section 881(c)(3)(C)
of the Code.


 


The undersigned has
furnished the applicable Seller(s) with a correct, complete, and accurate executed IRS Form W-8BEN. By executing this certificate,
the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so
inform the applicable Seller(s), and (2) the undersigned shall have at all times furnished the applicable Seller(s) with a
properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned,
or in either of the two calendar years preceding such payments.


 


	[NAME OF ASSIGNEE]	 
	 	 	 
	By: 	 	 
	 	Name:	 
	 	Title:	 


 


Date: ________ __, 2012


 




    	 



    	 



    

 


EXHIBIT XII-2


 


FORM OF


U.S. TAX COMPLIANCE CERTIFICATE


(For Foreign Participants That Are Not Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference is hereby
made to Article 3(t) of the Master Repurchase Agreement, dated as of June 18, 2014 (the “Master Repurchase Agreement”),
by and between JPMorgan Chase Bank, National Association, a national banking association organized under the laws of the United
States, as Buyer, and ARC RFT JPM Loan,
LLC, a Delaware limited liability company, as Seller. Capitalized terms used and not otherwise defined herein shall have
the respective meanings assigned to such terms in the Master Repurchase Agreement.


 


The undersigned hereby
certifies that (i) it is the sole record and beneficial owner of the ownership interest in the Transaction(s) in respect of
which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code,
(iii) it is not a ten percent shareholder of the applicable Seller(s) within the meaning of Section 871(h)(3)(B) of the
Code, and (iv) it is not a controlled foreign corporation related to the applicable Seller(s) as described in Section 881(c)(3)(C)
of the Code.


 


The undersigned has
furnished the applicable Buyer or Assignee with a correct, complete, and accurate executed IRS Form W-8BEN. By executing this
certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall
promptly so inform such Buyer or Assignee in writing, and (2) the undersigned shall have at all times furnished such Buyer
or Assignee with a properly completed and currently effective certificate in either the calendar year in which each payment is
to be made to the undersigned, or in either of the two calendar years preceding such payments.


 


	[NAME OF PARTICIPANT]
	 	 	 
	By: 	     	 
	 	Name:	 
	 	Title:	 


 


Date: ________ __, 2012


 




    	 



    	 



    

 


EXHIBIT XII-3


 


FORM OF


U.S. TAX COMPLIANCE CERTIFICATE


(For Foreign Participants That Are Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference is hereby
made to Article 3(t) of the Master Repurchase Agreement, dated as of June 18, 2014 (the “Master Repurchase Agreement”),
by and between JPMorgan Chase Bank, National Association, a national banking association organized under the laws of the United
States, as Buyer, and ARC RFT JPM Loan,
LLC, a Delaware limited liability company, as Seller. Capitalized terms used and not otherwise defined herein shall have
the respective meanings assigned to such terms in the Master Repurchase Agreement.


 


The undersigned hereby
certifies that (i) it is the sole record owner of the ownership interest in the Transaction(s) in respect of which it is providing
this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such interest, (iii) with
respect such interest, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant
to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A)
of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the applicable Seller(s)
within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled
foreign corporation related to the applicable Seller(s) as described in Section 881(c)(3)(C) of the Code.


 


The undersigned has
furnished the applicable Buyer or Assignee with a correct, complete, and accurate executed IRS Form W-8IMY accompanied by
one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS
Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s
beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that
(1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Buyer or Assignee
and (2) the undersigned shall have at all times furnished such Buyer or Assignee with a properly completed and currently effective
certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar
years preceding such payments.


 


[NAME OF PARTICIPANT]


 


	By: 	 	 
	 	Name:	 
	 	Title:	 


 


Date: ________ __, 2012


 




    	 



    	 



    

 


EXHIBIT XII-4


 


FORM OF


U.S. TAX COMPLIANCE CERTIFICATE


(For Foreign Assignees That Are Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference is hereby
made to Article 3(t) of the Master Repurchase Agreement, dated as of June 18, 2014 (the “Master Repurchase Agreement”),
by and between JPMorgan Chase Bank, National Association, a national banking association organized under the laws of the United
States, as Buyer, and ARC RFT JPM Loan,
LLC, a Delaware limited liability company, as Seller. Capitalized terms used and not otherwise defined herein shall have
the respective meanings assigned to such terms in the Master Repurchase Agreement.


 


The undersigned hereby
certifies that (i) it is the sole record owner of the ownership interest in the Transaction(s) in respect of which it is providing
this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such interest, (iii) with
respect to such interest, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit
pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A)
of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the applicable Seller(s)
within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled
foreign corporation related to the applicable Seller(s) as described in Section 881(c)(3)(C) of the Code.


 


The undersigned has
furnished the applicable Seller(s) with a correct, complete, and accurate executed IRS Form W-8IMY accompanied by one of the
following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN
or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial
owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if
the information provided on this certificate changes, the undersigned shall promptly so inform the applicable Seller(s), and (2) the
undersigned shall have at all times furnished the applicable Seller(s) with a properly completed and currently effective certificate
in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding
such payments.


 


[NAME OF ASSIGNEE]


 


	By: 	 	 
	 	Name:	 
	 	Title:	 


 


Date: ________ __, 2012


 




    	 



    	 



    

 


EXHIBIT XIII


 


Form
of Servicer Notice


 


[DATE]


 


[SERVICER]


[ADDRESS]


Attention: ___________


 


		Re:	Master Repurchase Agreement, dated as of June 18, 2014 by and between
JPMorgan Chase Bank, National Association (“Buyer”), ARC RFT JPM Loan,
LLC ( “Seller”) (as amended, restated, supplemented, or otherwise modified and in effect from time to
time, the “Master Repurchase Agreement”) (capitalized terms used but not otherwise defined herein shall have
the meanings assigned thereto in the Master Repurchase Agreement).



 


Ladies and Gentlemen:


 


[____] (the “Servicer”)
is servicing certain mortgage assets sold by Seller to Buyer pursuant to the Master Repurchase Agreement (the “Purchased
Assets”) pursuant to a servicing agreement dated as of [____] between Servicer and Seller (the “Servicing Agreement”).
Servicer is hereby notified that, pursuant to the Master Repurchase Agreement, Seller has sold the Purchased Assets to Buyer on
a servicing-released basis, and has granted a security interest to Buyer in the Purchased Assets.


 


In accordance with
Seller’s requirements under the Master Repurchase Agreement, Seller hereby notifies and instructs Servicer, and Servicer
hereby agrees that Servicer shall (a) segregate all amounts collected on account of the Purchased Assets, (b) hold the
Purchased Assets in trust for Buyer, and (c) in accordance with the terms of the Servicing Agreement, remit all such income
(net of any deductions permitted under Section 3.03(b) of the Servicing Agreement), to the Depository Account at PNC
Bank, National Association, ABA # 043000096, Account # 1028980615. Upon receipt of a notice of Event of Default under
the Master Repurchase Agreement from Buyer, Servicer shall only follow the instructions of Buyer with respect to the Purchased
Assets, and shall deliver to Buyer any information with respect to the Purchased Assets reasonably requested by Buyer.


 



    	 



    	 



    

 


Servicer hereby agrees
that, notwithstanding any provision to the contrary in the Servicing Agreement or in any other agreement that exists between Servicer
and Seller in respect of any Purchased Asset, (i) Servicer is servicing the Purchased Assets for the joint benefit of Seller
and Buyer, (ii) Buyer is expressly intended to be a third-party beneficiary under the Servicing Agreement, and (iii) Buyer
may, at any time after the occurrence and during the continuance of an Event of Default under the Master Repurchase Agreement,
terminate the Servicing Agreement and any other such agreement immediately upon the delivery of written notice thereof to Servicer
and/or in any event transfer servicing to Buyer’s designee, at no cost or expense to Buyer, it being agreed that Seller will
pay any and all fees required to terminate the Servicing Agreement and any other such agreement and to effectuate the transfer
of servicing to the designee of Buyer in accordance with this Servicer Notice.


 


Notwithstanding any
contrary information or direction that may be delivered to Servicer by Seller, Servicer may conclusively rely on any information,
direction or notice of an Event of Default under the Master Repurchase Agreement delivered by Buyer, and, so long as an Event of
Default under the Master Repurchase Agreement exists at such time, Seller shall indemnify and hold Servicer harmless for any and
all claims asserted against Servicer for any actions taken in good faith by Servicer in connection with the delivery of such information,
direction or notice of any such Event of Default.


 


No provision of this
letter or any Servicing Agreement may be amended, countermanded or otherwise modified without the prior written consent of Buyer.
Buyer is an intended third party beneficiary of this letter.


 


Please acknowledge
receipt and your agreement to the terms of this instruction letter by signing in the signature block below and forwarding an executed
copy to Buyer promptly upon receipt. Any notices to Buyer should be delivered to the following address: [____].


 


	 	Very truly yours,
	 	 	 
	 	JPMORGAN CHASE BANK, NATIONAL 

ASSOCIATION
	 	 	 
	 	By: 	        
	 	 	Name:
	 	 	Title:


 


[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]


 




    	 



    	 



    

 


ACKNOWLEDGED AND AGREED TO:


 


ARC
RFT JPM LOAN, LLC


 


	By:	 	 
	 	Name:	 
	 	Title:	 


 




    	 



    	 



    

 


EXHIBIT XIV


 


FORM OF RELEASE LETTER


 


[Date]


 


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION


383 Madison Avenue


New York, New York 10179


Attention: Ms. Nancy S. Alto


 


		Re:	Master Repurchase Agreement, dated as of June 18, 2014 by and between
JPMorgan Chase Bank, National Association (“Buyer”) and ARC RFT JPM
Loan, LLC (“Seller”) (as amended, restated, supplemented,
or otherwise modified and in effect from time to time, the “Master Repurchase Agreement”) (capitalized terms
used but not otherwise defined herein shall have the meanings assigned thereto in the Master Repurchase Agreement).



 


Ladies and Gentlemen:


 


With respect to the
Purchased Assets described in the attached Schedule A (the “Purchased Assets”) (a) we hereby certify
to you that the Purchased Assets are not subject to a lien of any third party, except as otherwise disclosed by Seller to Buyer
in the Requested Exceptions Report, with respect to the Purchased Assets, delivered in accordance with Article 3(b)(iv)(E)
of the Master Repurchase Agreement, and (b) we hereby release all right, interest or claim of any kind other than any rights under
the Master Repurchase Agreement with respect to such Purchased Assets, such release to be effective automatically without further
action by any party upon payment by Buyer of the amount of the Purchase Price contemplated under the Master Repurchase Agreement
(calculated in accordance with the terms thereof) in accordance with the wiring instructions set forth in the Master Repurchase
Agreement.


 


	 	Very truly yours,
	 	 	 
	 	ARC
RFT JPM LOAN, LLC
	 	 	 
	 	By: 	        
	 	 	Name:
	 	 	Title:


 




    	 



    	 



    

 


Schedule A


 


[List of Purchased Asset Documents]


 




    	 



    	 



    

 


EXHIBIT XV


 


FORM OF COVENANT COMPLIANCE CERTIFICATE


 


[____] [__], 201[_]


 


JPMorgan Chase Bank, National Association


383 Madison Avenue


New York, New York 10179


Attention: Charles Y. Lee


 


This Covenant Compliance
Certificate is furnished pursuant to that certain Master Repurchase Agreement, dated as of June 18, 2014 by and between JPMorgan
Chase Bank, National Association (“Buyer”), ARC RFT JPM Loan,
LLC (collectively, “Seller”) (as amended, restated, supplemented, or otherwise modified and in effect
from time to time, the “Master Repurchase Agreement”). Unless otherwise defined herein, capitalized terms used
in this Covenant Compliance Certificate have the respective meanings ascribed thereto in the Master Repurchase Agreement.


 


THE UNDERSIGNED HEREBY
CERTIFIES THAT:


 


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



 


		2.	All of the financial statements, calculations and other information set forth in this Covenant
Compliance Certificate, including, without limitation, in any exhibit or other attachment hereto, are true, complete and correct
as of the date hereof.



 


		3.	I have reviewed the terms of the Master Repurchase Agreement and I have made, or have caused to
be made under my supervision, a detailed review of the transactions and financial condition of Seller during the accounting period
covered by the financial statements attached (or most recently delivered to Buyer if none are attached).



 


		4.	I am not aware of any facts, or pending developments that have caused, or may in the future cause
the Market Value of any Purchased Asset to decline at any time within the reasonably foreseeable future.



 


		5.	As of the date hereof, and since the date of the certificate most recently delivered pursuant to
Article 11(j) of the Master Repurchase Agreement, Seller has observed or performed all of its covenants and other agreements
in all material respects, and satisfied in all material respects, every condition, contained in the Master Repurchase Agreement
and the related documents to be observed, performed or satisfied by it.



 


		6.	The examinations described in Paragraph 3 above did not disclose, and I have no knowledge of, the
existence of any condition or event which constitutes an Event of Default or Default during or at the end of the accounting period
covered by the attached financial statements or as of the date of this Covenant Compliance Certificate (including after giving
effect to any pending Transactions requested to be entered into), except as set forth below.



 



    	 



    	 



    

 


		7.	As of the date hereof, each of the representations and warranties made by Seller in the Master
Repurchase Agreement are true, correct and complete in all material respects with the same force and effect as if made on and as
of the date hereof, except as to the extent of any Approved Exceptions.



 


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



 


		9.	Attached as Exhibit 1 hereto is a description of all interests of Affiliates of Seller in
any Underlying Mortgaged Property (including without limitation, any lien, encumbrance or other debt or equity position or other
interest in the Underlying Mortgaged Property that is senior or junior to, or pari passu with, a Mortgage Asset in right
of payment or priority).



 


		10.	Attached as Exhibit 2 hereto are the financial statements required to be delivered pursuant
to Article 11 of the Master Repurchase Agreement (or, if none are required to be delivered as of the date of this Covenant
Compliance Certificate, the financial statements most recently delivered pursuant to Article 11 of the Master Repurchase
Agreement), which financial statements, to the best of my knowledge after due inquiry, fairly and accurately present in all material
respects, the financial condition and operations of Seller as of the date or with respect to the period therein specified, determined
in accordance with the requirements set forth in Article 11.



 


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



 


To the extent that
Financial Statements are being delivered in connection with this Covenant Compliance Certificate, Seller hereby makes the following
representations and warranties: (i) it is in compliance with all of the terms and conditions of the Master Repurchase Agreement
and (ii) it has no claim or offset against Buyer under the Transaction Documents.


 


To the best of my knowledge,
Seller has, during the period since the delivery of the immediately preceding Covenant Compliance Certificate, observed or performed
all of its covenants and other agreements in all material respects, and satisfied in all material respects every condition, contained
in the Master Repurchase Agreement and the related documents to be observed, performed or satisfied by it, and I have no knowledge
of the occurrence during such period, or present existence, of any condition or event which constitutes an Event of Default or
Default (including after giving effect to any pending Transactions requested to be entered into), except as set forth below.


 






    	 



    	 



    

 


Described below are
the exceptions, if any, to paragraph 11, listing, in detail, the nature of the condition or event, the period during which it has
existed and the action which the Guarantor or Seller has taken, is taking, or proposes to take with respect to each such condition
or event:


 





 



 





 



 





 



 





 



  


The foregoing certifications, together
with the financial statements, updates, reports, materials, calculations and other information set forth in any exhibit or other
attachment hereto, or otherwise covered by this Covenant Compliance Certificate, are made and delivered this [__] day of [____],
201[__].


 


	ARC RFT JPM LOAN, LLC,	 
	a Delaware limited liability company	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	ARC REALTY FINANCE TRUST, INC.,	 
	a Maryland corporation	 
	 	 	 
	By: 	 	 
	 	Name:	 
	 	Title:	 


 




    	 



    	 



    

 


EXHIBIT XVI


 


FORM OF RE-DIRECTION LETTER


 


[SELLER LETTERHEAD]


 


RE-DIRECTION LETTER


 


AS OF [____] [__], 201[_]


 


Ladies and Gentlemen:


 


Please refer to: (a)
that certain [Loan Agreement], dated [____] [__], 201[_], by and between [____] (the “Borrower”), as borrower,
and [____] (the “Lender”), as lender; and (b) all documents securing or relating to that certain $[____] loan
made by the Lender to the Borrower on [____] [__], 201[_] (the “Loan”).


 


You are advised as
follows, effective as of the date of this letter.


 


Assignment of the
Loan. The Lender has entered into a Master Repurchase Agreement, dated as of June 18, 2014 (as the same may be amended
and/or restated from time to time, the “Repurchase Agreement”), with JPMorgan Chase Bank, National Association
(“JPMorgan”), 383 Madison Avenue, New York, New York 10179, and has assigned its rights and interests in the
Loan (and all of its rights and remedies in respect of the Loan) to JPMorgan, subject to the terms of the Repurchase Agreement.
This assignment shall remain in effect unless and until JPMorgan has notified Borrower otherwise in writing.


 


Direction of Funds.
In connection with Borrower’s obligations under the Loan, Lender hereby directs Borrower to disburse, by wire transfer, any
and all payments to be made under or in respect of the Loan to the following account, for the benefit of JPMorgan:


 


ABA # [____]


Account # [____]


Attn: [Insert information regarding
Depository Account]


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

Association, as Repurchase Agreement Buyer”


 


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


 


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


 



    	 



    	 



    

 


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


 


	 	Very truly yours,
	 	 	 
	 	ARC RFT JPM LOAN, LLC,
	 	a Delaware limited liability company
	 	 	 
	 	By: 	        
	 	Name: 	 
	 	Title:	 
	 	Date: [____] [__], 201[_]


 


Agreed and accepted this [__]


day of [____], 201[_]


 


[____]


 


	By:	 	 
	Name: 	 	 
	Title:	 	 


 




    	 



    	 



    

 


EXHIBIT XVII


 


[Reserved.]


 




    	 



    	 



    

 


EXHIBIT XVIII


 


FUTURE FUNDING CONFIRMATION STATEMENT


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION


 


Ladies and Gentlemen:


 


Seller
is pleased to deliver our written FUTURE FUNDING CONFIRMATION of our agreement to enter into the Future Funding Transaction
pursuant to which JPMorgan Chase Bank, NATIONAL ASSOCIATION (“Buyer”)
shall advance funds to Seller (as defined below), or at the request of Seller to the borrower identified below pursuant to the
Master Repurchase Agreement, dated as of June 18, 2014 (the “Agreement”), between Buyer and Seller on the
following terms. Capitalized terms used herein without definition have the meanings given in the Agreement.


 





	Future Funding Date:	[____] [__], 201[_]
	 	 
	Related Purchased Asset:	[____]
	 	 
	Aggregate Principal Amount of 

Purchased Asset:	$[____]
	 	 
	Repurchase Date of Purchased 

Asset:	 
	 	 
	Purchase Price of Purchased 

Asset:	$[____]
	 	 
	Pricing Rate of Purchased 

Asset:	one month LIBOR plus ______%
	 	 
	Pricing Rate at Max. Advance 

Rate of Purchased Asset:	 
	 	 
	Future Funding Amount	$[____]
	 	 
	Future Funding Obligations 

Remaining (after giving effect 

to the future fundings 

requested hereby, including the 

Future Funding Amounts):	$[____]
	 	 
	Transmission Date/Time:	 
	 	 
	Mortgagor:	 
	 	 
	Wiring Instructions:	 
	 	 
	Name and address for	Buyer:	JPMorgan Chase Bank, National Association
	 communications:	 	383 Madison Avenue
	 	 	New York, New York 10179
	 	 	Attention:       Ms. Nancy S. Alto
	 	 	Telephone:     (212) 623-1989
	 	 	Telecopy:       (917) 546-2564




 



    	 



    	 



    

 





	 	With	JPMorgan Chase Bank, National Association
	 	a copy to:	383 Madison Avenue
	 	 	New York, New York 10179
	 	 	Attention:	Mr. Charles Y. Lee
	 	 	Telephone:	(212) 834-5467
	 	 	Telecopy:	(212) 834-6593
	 	 	 
	 	Seller:	ARC RFT JPM Loan, LLC
	 	 	c/o ARC Realty Finance Advisors, LLC
	 	 	405 Park Avenue, 3rd Floor
	 	 	New York, New York 10022
	 	 	Attention:  Asset Management
	 	 	Email: RFTAssetManagement@arlcap.com
	 	 	 
	 	With	ARC RFT JPM Loan, LLC
	 	copies	c/o ARC Realty Finance Advisors, LLC
	 	  to:	405 Park Avenue, 14th Floor
	 	 	New York, New York 10022
	 	 	Attention:  Marc A. Tolchin, Esq.
	 	 	Email: mtolchin@arlcap.com




 


	 	ARC RFT JPM LOAN, LLC
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 



    	 



    	 



    

 


AGREED AND ACKNOWLEDGED:


 


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION


 


	By: 	 	 
	 	Name:	 
	 	Title:	 


 




    	 



    	 



    

 


EXHIBIT XIX


 


FUTURE FUNDING ADVANCE
PROCEDURES


 


(a)          Submission
of Future Funding Due Diligence Package. No less than ten (10) Business Days prior to the proposed Future Funding Date, Seller
shall deliver to Buyer a due diligence package (the “Future Funding Due Diligence Package”) for Buyer’s
review and approval, which shall contain the following items:


 


		1.	the executed request for advance (which shall include Seller’s approval of such Future Funding);



 


		2.	the executed Mortgagor’s affidavit;



 


		3.	the fund control agreement (or escrow agreement, if funding through escrow);



 


		4.	certified copies of all relevant trade contracts;



 


		5.	(A) a title policy covering the full amount of the Purchased Asset, including the Future Funding
Amount or (B) a title policy endorsement evidencing that the Future Funding Amount is included in the total insured amount under
the title policy;



 


		6.	a title policy endorsement, title search or other evidence satisfactory to Buyer in its sole discretion
showing no intervening mechanics’ liens or any other similar liens since the origination date of such Purchased Asset;



 


		7.	certified copies of any tenant leases;



 


		8.	certified copies of any service contracts;



 


		9.	updated financial statements, operating statements and rent rolls, if applicable;



 


		10.	evidence of required insurance; and



 


		11.	updates to the engineering report, if required.



 


(b)          Approval
of Future Funding Transaction. Conditioned upon the timely and satisfactory completion of Seller’s requirements in clause
(a) above, Buyer shall, no less than three (3) Business Days prior to the proposed Future Funding Date (1) notify Seller in writing
(which may take the form of electronic mail format) that Buyer has not approved the proposed Future Funding Amount or (2) notify
Seller in writing (which may take the form of electronic mail format) that Buyer has approved the proposed Future Funding Amount.
 Buyer’s failure to respond to Seller on or prior to three (3) Business Days prior to the proposed Future Funding Date
shall be deemed to be a denial of Seller’s request that Buyer approve the proposed Future Funding Date, unless Buyer and
Seller have agreed otherwise in writing.