EXECUTION VERSION

AMENDMENT NUMBER ONE
to
the
PRICING SIDE LETTER
Dated as of May 30,
2013,
between
ZFC TRUST and
CITIBANK, N.A.

     This
AMENDMENT NUMBER One (this “Amendment Number
One”) is made this 27th day of
March, 2014, between ZFC TRUST (“Seller”) and CITIBANK, N.A.
(“Buyer”),
to the Pricing Side Letter, dated as of May 30, 2013, between Seller and Buyer
(the “Side Letter”). Capitalized terms used but not otherwise defined herein shall have
the meanings assigned to such terms in the Side Letter, or if not defined
therein, capitalized terms shall have the meanings assigned to such terms in the
Master Repurchase Agreement, dated as of May 30, 2013, between Seller and Buyer
(as amended, restated, supplemented or otherwise modified, the "Agreement").

RECITALS

     WHEREAS, Seller and Buyer have
agreed to amend the Side Letter to revise the definition of “Uncommitted
Amount”, as more specifically set forth herein; and

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

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

          SECTION
1. Amendment. Effective as of March 27, 2014 (the “Amendment Effective Date”), the Side
Letter is hereby amended as follows:

          (a)
Section 1 of the Side Letter is hereby amended by deleting the definition of
“Uncommitted Amount” in its entirety and replacing it with the
following:

               “Uncommitted Amount” shall
mean: $175,000,000.

          SECTION
2. Fees and Expenses. Seller agrees to pay to Buyer any and all reasonable out of
pocket costs and expenses incurred by Buyer in connection with this Amendment
Number One (including all reasonable fees and out of pocket costs and expenses
of the Buyer’s legal counsel) in accordance with Sections 23 and 25 of the
Agreement.

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

          SECTION
4. Binding Effect; Governing Law. This Amendment Number One shall be binding and inure to the
benefit of the parties hereto and their respective successors and permitted
assigns. THIS AMENDMENT NUMBER ONE SHALL BE CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE NEW YORK GENERAL
OBLIGATIONS LAW) AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS WITHOUT REGARD TO CONFLICT OF LAWS DOCTRINE APPLIED IN SUCH
STATE.







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

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

[Signature Page Follows]

2







     IN WITNESS WHEREOF, Seller and Buyer
have caused this Amendment Number One to be executed and delivered by their duly
authorized officers as of the Amendment Effective Date. 

 


	
      ZFC TRUST
(Seller)
    

	By:	
	Name: 	Michael F.
    Szymanski
	Title:	Trustee





	CITIBANK,
      N.A.
(Buyer) 

	 
	By:	
	Name: 	
	Title:	




Amendment Number One to Pricing Side
Letter - Citibank/Zais 







     IN WITNESS WHEREOF, Seller and Buyer
have caused this Amendment Number One to be executed and delivered by their duly
authorized officers as of the Amendment Effective Date. 

 


	
      ZFC TRUST
(Seller)
    

	 
	By:	
	Name: 	
	Title:	





	CITIBANK,
      N.A.
(Buyer) 

	 
	By:	
	Name: 	Susan Mills
	Title:	Vice President
Citibank,
  N.A.




Amendment Number One to Pricing Side
Letter - Citibank/Zais