Citigroup Global Markets Realty
Corp.
390 Greenwich Street 5th Floor
New York, New York 10013


March 27, 2014 

ZFC Trust
c/o ZAIS Financial
Partners, L.P.
2 Bridge Avenue, Suite 322
Red Bank, NJ 07701
Attention:
Don Kutch 


	Re:       	Sale of First Lien, Performing and Re-performing Mortgage
      Loans
		 
		by Citigroup Global Markets Realty
  Corp.




Ladies and Gentlemen: 

     This
trade confirmation (the “Confirmation”) confirms the agreement between Citigroup
Global Markets Realty Corp. (the “Seller”) and ZFC Trust (the “Purchaser”)
pursuant to which the Seller has agreed to sell, and the Purchaser has agreed to
purchase, without recourse, certain first lien, performing and re-performing
residential mortgage loans identified on the mortgage loan schedule attached
hereto as Exhibit A (the “Mortgage Loans”), on a servicing released basis, subject to the
terms set forth herein and in the Master Mortgage Loan Sale Agreement, dated May
31, 2013 (the Purchase Agreement”) between Seller and Purchaser. The parties
hereto intend that, pursuant to Section 11 of the Purchase Agreement, this
Confirmation shall control.

For purposes of the Mortgage Loans to
be sold pursuant to this Confirmation, the following terms shall have the
following meanings: 

	Cut-off Date:	February 28, 2014 or such other date as
      mutually agreed to by the parties hereto.
		 
	Cut-off Date Principal Balance:	$105,473,532.90.
		 
	Closing Date:	March 27, 2014 or such other date as
      mutually agreed to by the parties hereto.
		 
	Servicing Retained/Released:	Released.









	Servicing Transfer Date:	April 15, 2014, or such other date as mutually
      agreed to by the parties hereto.
	 	 
	Interim
      Servicing Fee
	
      $25 per Mortgage Loan per month.
      The Interim Servicing Fee shall be prorated for any partial month.
      

	 	
	Interim
      Servicing Period
	
      The period commencing on the
      Closing Date and ending on the Servicing Transfer Date. 

	 	
	Purchase Price
      Percentage:
	
      As set forth in Exhibit A
      

	 	
	Purchase
      Price:
	
      The purchase price for the each
      Mortgage Loan shall be equal to the sum of (a) the product of (i) the
      Purchase Price Percentage and (ii) the Cut-off Date Principal Balance, (b)
      accrued and unpaid interest on the Mortgage Loan from the last date
      through which interest has been paid by the Mortgagor through the day
      prior to the Closing Date for Mortgage Loans that are less than sixty (60)
      days delinquent as of the Cut-off Date. 

	 	
	Due
      Diligence:
	
      The Purchaser will have completed
      its due diligence prior to the Closing Date and has agreed to purchase the
      Mortgage Loans based on the results of such due diligence.
  




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	Interim
      Servicing: 
	
      In addition to the interim
      servicing provision contained in the Master Mortgage Loan Sale Agreement,
      during the Interim Servicing Period, the Seller shall cause the Servicer
      to service the Mortgage Loans in accordance with Accepted Servicing
      Practices and, to the extent such actions are consistent with Accepted
      Servicing Practices, to refrain from (i) exercising any of its authority
      to modify any Mortgage Loans, (i) make any servicing advances that
      are greater than $2,000.00, (iii) initiate new foreclosure proceedings,
      (iv) accept a deed in lieu of foreclosure with respect to any Mortgage
      Loan, (v) conduct any short sale in respect of any Mortgaged Property or
      (vi) take any action that impairs the interest in the Mortgage Loan or any
      interest therein, in each case, without notifying the Seller in writing
      and without obtaining the prior written consent of the Seller (which
      Seller shall not give without first obtaining the consent of the
      Purchaser) and during the Interim Servicing Period, the Seller shall cause
      the Servicer to service the Mortgage Loans pursuant to an Interim
      Servicing Agreement between the Seller and the Servicer and in accordance
      with all applicable laws. The Seller confirms to the Purchaser that the
      Mortgage Loans will be serviced pursuant to the Interim Servicing
      Agreement and the Interim Servicing Agreement will remain in full force
      and effect until and including the Servicing Transfer Date.

	 	
	Entire
      Agreement/Governing Law: 
	
      This Confirmation and the
      Purchase Agreement contain the entire agreement relating to the subject
      matter hereof between Purchaser and Seller and supersede any prior oral or
      written agreement between the parties. This Confirmation may only be
      amended by a written document signed by both parties. This letter shall be
      governed in accordance with the laws of the state of New York, without
      regard to conflict of laws rules (other than section 5-1401 of the New
      York General Obligations Law which shall govern).




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Please acknowledge your agreement to
the terms and conditions of this Confirmation by signing in the appropriate
space below and returning a copy of the same to the undersigned. Telecopy
signatures shall be deemed valid and binding to the same extent as the original.



	CITIGROUP GLOBAL
      MARKETS REALTY CORP., 

	 	
	as Seller
      

	 	
	 	
	 	
	By:	/s/ Shameer
      Hussein
	Name:  	Shameer
      Hussein
	Title:	Authorized
      Agent, Citigroup Global Markets Realty
Corp.




Confirmed and Agreed to: 


 

ZFC TRUST, as Purchaser 

 

 

	By:	/s/ Michael
      Szymanski
	Name:  	Michael
      Szymanski
	Title:	Trustee



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