EX-10.8



 Exhibit 10.8 

 
  

 
 MASTER REPURCHASE AND
SECURITIES CONTRACT 
 dated as of June 7, 2013 
 by and between 
 SVP 2013 FINANCE, LLC, 

Seller 
 and

 WELLS FARGO BANK, NATIONAL ASSOCIATION, 
 Agent, Initial Buyer, Lead Arranger and Syndication Agent 
  

 
  







 TABLE OF CONTENTS 

 

							
	 	  	 	  	Page	 
			
	 ARTICLE 1
	  	 APPLICABILITY
	  	 	1	  
			
	 Section 1.01
	  	 Applicability
	  	 	1	  
			
	 ARTICLE 2
	  	 DEFINITIONS AND INTERPRETATION
	  	 	1	  
			
	 Section 2.01
	  	 Rules of Interpretation
	  	 	25	  
			
	 ARTICLE 3
	  	 THE TRANSACTIONS
	  	 	26	  
			
	 Section 3.01
	  	 Procedures
	  	 	26	  
	 Section 3.02
	  	 Transfer of Purchased Asset; Servicing Rights
	  	 	27	  
	 Section 3.03
	  	 Disbursement to Seller
	  	 	28	  
	 Section 3.04
	  	 Early Repurchase Date; Voluntary Reduction of Purchase Price; Mandatory Reductions of Purchase Price
	  	 	28	  
	 Section 3.05
	  	 Repurchase
	  	 	29	  
	 Section 3.06
	  	 Extension Option
	  	 	29	  
	 Section 3.07
	  	 Payment of Price Differential and Fees
	  	 	32	  
	 Section 3.08
	  	 Payment, Transfer and Custody
	  	 	32	  
	 Section 3.09
	  	 Repurchase Obligations Absolute
	  	 	33	  
			
	 ARTICLE 4
	  	 CONVERSION OF PURCHASED ASSET TO REO PROPERTY
	  	 	33	  
			
	 Section 4.01
	  	 Conversion of Purchased Asset to REO Property
	  	 	33	  
	 Section 4.02
	  	 Conversion Conditions
	  	 	34	  
	 Section 4.03
	  	 Recording
	  	 	36	  
	 Section 4.04
	  	 Environmental Compliance
	  	 	36	  
	 Section 4.05
	  	 Completion of Conversion
	  	 	37	  
			
	 ARTICLE 5
	  	 APPLICATION OF INCOME
	  	 	37	  
			
	 Section 5.01
	  	 Waterfall Account
	  	 	37	  
	 Section 5.02
	  	 Before an Event of Default
	  	 	38	  
	 Section 5.03
	  	 After Event of Default
	  	 	39	  
	 Section 5.04
	  	 Seller to Remain Liable
	  	 	39	  
			
	 ARTICLE 6
	  	 CONDITIONS PRECEDENT; POST CLOSING OBLIGATION
	  	 	40	  
			
	 Section 6.01
	  	 Conditions Precedent to Closing Date
	  	 	40	  
	 Section 6.02
	  	 Conditions Precedent to the Transaction
	  	 	40	  
			
	 ARTICLE 7
	  	 REPRESENTATIONS AND WARRANTIES OF SELLER
	  	 	42	  
			
	 Section 7.01
	  	 Seller
	  	 	42	  
	 Section 7.02
	  	 Repurchase Documents
	  	 	42	  
	 Section 7.03
	  	 Solvency
	  	 	43	  
	 Section 7.04
	  	 Taxes
	  	 	43	  
	 Section 7.05
	  	 Financial Condition
	  	 	43	  
	 Section 7.06
	  	 True and Complete Disclosure
	  	 	44	  
	 Section 7.07
	  	 Compliance with Laws
	  	 	44	  
	 Section 7.08
	  	 Compliance with ERISA
	  	 	44	  


  
 i 









 TABLE OF CONTENTS 

(continued) 
  


							
	 	  	 	  	Page	 
			
	 Section 7.09
	  	 No Default
	  	 	45	  
	 Section 7.10
	  	 Purchased Asset
	  	 	45	  
	 Section 7.11
	  	 Intentionally Omitted
	  	 	45	  
	 Section 7.12
	  	 Transfer and Security Interest
	  	 	45	  
	 Section 7.13
	  	 No Broker
	  	 	46	  
	 Section 7.14
	  	 Separateness
	  	 	46	  
			
	 ARTICLE 8
	  	 COVENANTS OF SELLER
	  	 	46	  
			
	 Section 8.01
	  	 Existence; Governing Documents; Conduct of Business
	  	 	46	  
	 Section 8.02
	  	 Compliance with Laws, Contractual Obligations and Repurchase Documents
	  	 	47	  
	 Section 8.03
	  	 Protection of Buyer’s Interest in Purchased Asset
	  	 	47	  
	 Section 8.04
	  	 Actions of Seller Relating to Distributions, Indebtedness, Guarantee Obligations, Contractual Obligations, Investments and
Liens
	  	 	48	  
	 Section 8.05
	  	 Delivery of Income
	  	 	48	  
	 Section 8.06
	  	 Delivery of Financial Statements and Other Information
	  	 	49	  
	 Section 8.07
	  	 Delivery of Notices
	  	 	50	  
	 Section 8.08
	  	 Intentionally Omitted
	  	 	50	  
	 Section 8.09
	  	 Material Actions, Etc
	  	 	50	  
	 Section 8.10
	  	 Maintenance of Property, Insurance and Records
	  	 	51	  
	 Section 8.11
	  	 Tax Treatment of Seller
	  	 	51	  
	 Section 8.12
	  	 Reserve Accounts
	  	 	51	  
	 Section 8.13
	  	 Appraisals
	  	 	51	  
			
	 ARTICLE 9
	  	 SINGLE-PURPOSE ENTITY
	  	 	52	  
			
	 Section 9.01
	  	 Covenants Applicable to Seller
	  	 	52	  
	 Section 9.02
	  	 Covenants Applicable to Seller
	  	 	53	  
	 Section 9.03
	  	 Reliance
	  	 	53	  
			
	 ARTICLE 10
	  	 EVENTS OF DEFAULT AND REMEDIES
	  	 	54	  
			
	 Section 10.01
	  	 Events of Default
	  	 	54	  
	 Section 10.02
	  	 Remedies of Agent as Owner of the Purchased Asset
	  	 	56	  
			
	 ARTICLE 11
	  	 SECURITY INTEREST
	  	 	57	  
			
	 Section 11.01
	  	 Grant
	  	 	57	  
	 Section 11.02
	  	 Effect of Grant
	  	 	58	  
	 Section 11.03
	  	 Seller to Remain Liable
	  	 	58	  
	 Section 11.04
	  	 Waiver of Certain Laws
	  	 	58	  
			
	 ARTICLE 12
	  	 INCREASED COSTS; CAPITAL ADEQUACY
	  	 	59	  
			
	 Section 12.01
	  	 Market Disruption
	  	 	59	  
	 Section 12.02
	  	 Illegality
	  	 	59	  
	 Section 12.03
	  	 Breakfunding
	  	 	59	  


  
 ii 










 TABLE OF CONTENTS 

(continued) 
  


							
	 	  	 	  	Page	 
			
	 Section 12.04
	  	 Increased Costs
	  	 	59	  
	 Section 12.05
	  	 Capital Adequacy
	  	 	60	  
	 Section 12.06
	  	 Withholding Taxes
	  	 	60	  
	 Section 12.07
	  	 Payment and Survival of Obligations
	  	 	62	  
			
	 ARTICLE 13
	  	 INDEMNITY AND EXPENSES
	  	 	63	  
			
	 Section 13.01
	  	 Indemnity
	  	 	63	  
	 Section 13.02
	  	 Expenses
	  	 	65	  
			
	 ARTICLE 14
	  	 INTENT
	  	 	65	  
			
	 Section 14.01
	  	 Safe Harbor
	  	 	65	  
	 Section 14.02
	  	 Right to Liquidate
	  	 	65	  
	 Section 14.03
	  	 Qualified Financial Contract
	  	 	66	  
	 Section 14.04
	  	 Netting Contract
	  	 	66	  
	 Section 14.05
	  	 Master Netting Agreement
	  	 	66	  
			
	 ARTICLE 15
	  	 DISCLOSURE RELATING TO CERTAIN FEDERAL PROTECTIONS
	  	 	66	  
			
	 ARTICLE 16
	  	 NO RELIANCE
	  	 	67	  
			
	 ARTICLE 17
	  	 AGENT
	  	 	67	  
			
	 Section 17.01
	  	 Reliance
	  	 	67	  
	 Section 17.02
	  	 Knowledge
	  	 	68	  
	 Section 17.03
	  	 No Representations; No Reliance
	  	 	68	  
	 Section 17.04
	  	 Indemnification by Buyer
	  	 	68	  
	 Section 17.05
	  	 Free Agent
	  	 	69	  
	 Section 17.06
	  	 Exclusive Agent
	  	 	69	  
	 Section 17.07
	  	 Resignation
	  	 	69	  
	 Section 17.08
	  	 Administration
	  	 	69	  
	 Section 17.09
	  	 Foreclosure; Post-Foreclosure Operations
	  	 	73	  
			
	 ARTICLE 18
	  	 MISCELLANEOUS
	  	 	74	  
			
	 Section 18.01
	  	 Governing Law
	  	 	74	  
	 Section 18.02
	  	 Submission to Jurisdiction; Service of Process
	  	 	74	  
	 Section 18.03
	  	 IMPORTANT WAIVERS
	  	 	75	  
	 Section 18.04
	  	 Integration
	  	 	76	  
	 Section 18.05
	  	 Intentionally Omitted
	  	 	76	  
	 Section 18.06
	  	 Use of Employee Plan Assets
	  	 	76	  
	 Section 18.07
	  	 Survival and Benefit of Seller’s Agreements
	  	 	76	  
	 Section 18.08
	  	 Assignments and Participations
	  	 	76	  
	 Section 18.09
	  	 Ownership and Hypothecation of Purchased Asset
	  	 	78	  
	 Section 18.10
	  	 Confidentiality
	  	 	79	  
	 Section 18.11
	  	 No Implied Waivers
	  	 	79	  
	 Section 18.12
	  	 Notices and Other Communications
	  	 	80	  


  
 iii










 TABLE OF CONTENTS 

(continued) 
  


							
	 	  	 	  	Page	 
			
	 Section 18.13
	  	 Counterparts; Electronic Transmission
	  	 	80	  
	 Section 18.14
	  	 No Personal Liability
	  	 	80	  
	 Section 18.15
	  	 Protection of Buyer’s Interests in the Purchased Asset; Further Assurances
	  	 	80	  
	 Section 18.16
	  	 Default Rate
	  	 	82	  
	 Section 18.17
	  	 Set-off
	  	 	82	  
	 Section 18.18
	  	 Seller’s Waiver of Setoff
	  	 	83	  
	 Section 18.19
	  	 Power of Attorney; Release of Purchased Asset and Purchased Asset Documents
	  	 	83	  
	 Section 18.20
	  	 Periodic Due Diligence Review
	  	 	84	  
	 Section 18.21
	  	 Time of Essence
	  	 	85	  
	 Section 18.22
	  	 Patriot Act Notice
	  	 	85	  
	 Section 18.23
	  	 Successors and Assigns
	  	 	85	  
	 Section 18.24
	  	 Acknowledgement of Anti-Predatory Lending Policies
	  	 	85	  
	 Section 18.25
	  	 Servicing
	  	 	85	  
	 Section 18.26
	  	 Funds Transfer Disbursements
	  	 	86	  


  
 iv 









 ANNEXES, SCHEDULES AND EXHIBITS 

 

			
	ANNEXES	  	
		
	ANNEX I	  	Names and Addresses for Communications Between Parties
	  
 SCHEDULES
	  	
		
	SCHEDULE I	  	Asset, Applicable Purchase Percentage and Original Purchase Price
		
	SCHEDULE II	  	Representations and Warranties with respect to Asset
		
	SCHEDULE III	  	Reserve Balances
	  
 EXHIBITS
	  	
		
	EXHIBIT A	  	Form of Transaction Request
		
	EXHIBIT B	  	Form of Confirmation
		
	EXHIBIT C	  	Form of Irrevocable Redirection Notice
		
	EXHIBIT D-1	  	Form of Closing Certificate
		
	EXHIBIT D-2	  	Form of Compliance Certificate
		
	EXHIBIT E	  	Form of Power of Attorney
		
	EXHIBIT F	  	Form of Assignment and Acceptance
		
	EXHIBIT G	  	Transfer Authorizer Designation


  
 v 








 THIS MASTER REPURCHASE AND SECURITIES CONTRACT, dated as of June 7, 2013 (this
“Agreement”), is made by and among SVP 2013 FINANCE, LLC, a Delaware limited liability company (“Seller”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (the initial
“Buyer”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Agent for the initial Buyer (in such capacity, the “Agent”). Seller, Agent and initial Buyer (each a
“Party”) hereby agree as follows: 
 ARTICLE 1 

APPLICABILITY 
 Section 1.01 Applicability. Subject to the terms and conditions of the Repurchase Documents, on or prior to the Funding Expiration Date and at the request of Seller, the Parties may enter into
a transaction in which Seller agrees to sell, transfer and assign to Agent the Asset and all related rights in and interests related to the Asset on a servicing released basis, against the transfer of funds by initial Buyer representing the Original
Purchase Price for the Asset, with a simultaneous agreement by Agent to transfer to Seller and Seller to repurchase the Asset in a repurchase transaction at a date not later than the Facility Termination Date, against the transfer of funds by Seller
representing the Repurchase Price for the Asset. 
 ARTICLE 2 

DEFINITIONS AND INTERPRETATION 
 “Accelerated Repurchase Date”: Defined in Section 10.02. 
 “Account Bank”: PNC Bank, National Association, or such other bank approved by Agent. 
 “Actual Knowledge”: With respect to any Person, the actual knowledge of such Person without further inquiry or investigation; provided, that for the avoidance of doubt, such actual
knowledge shall include the actual knowledge of such Person and each of its Responsible Officers. 
 “Additional
Amount”: Defined in Section 12.06(a). 
 “Affiliate”: With respect to any Person, any
other Person directly or indirectly Controlling, Controlled by, or under common Control with, such Person. 

“Agent”: As defined in the introductory paragraph hereof. 

“Alternative Rate”: A per annum rate based on an index approximating the behavior of LIBOR, as reasonably
determined by Agent. 
 “Anti-Terrorism Laws”: Any Requirements of Law relating to money laundering or
terrorism, including Executive Order 13224 signed into law on September 23, 2001, the regulations promulgated by the Office of Foreign Assets Control of the Treasury Department, and the Patriot Act. 







 “Applicable Purchase Percentage”: As of any date, the applicable Buyer
purchase price percentage for the Purchased Asset, as set forth on Schedule I hereto under the column headed “Buyer Original Purchase Price (%)”. 
 “Appraisal”: A FIRREA-compliant appraisal, prepared by an Independent Appraiser and addressed to and reasonably satisfactory to Agent, of the related Mortgaged Property securing the
Purchased Asset. 
 “Approval Information”: Defined in the definition of Deemed Approval Requirements.

 “Approved Expenses”: (a) Amounts expended which are Protective Advances; and (b) any expenses with
respect to the administration, enforcement, modification, amendment, restructure or collection of the Transaction (including, without limitation, any such actions taken with respect to the Purchased Asset) for which Agent has obtained the prior
consent of the Requisite Buyers, if necessary. 
 “Approved Representation Exception”: Any Representation
Exceptions furnished by Seller to Agent and approved by Agent prior to the Purchase Date. 
 “Asset”: The Whole
Loan described on Schedule I hereto and all other rights and interests of Seller under the Purchased Asset Documents in connection therewith. 
 “Assignment and Acceptance”: Defined in Section 18.08(c). 
 “Bailee Agreement”: As defined in the Custodial Agreement. 

“Bankruptcy Code”: Title 11 of the United States Code, as amended. 

“Blank Assignment Documents”: Defined in Section 6.02(i). 

“Business Day”: Any day other than (a) a Saturday or a Sunday, (b) a day on which banks in the States of New
York, California or North Carolina are authorized or obligated by law or executive order to be closed, (c) any day on which the New York Stock Exchange, the Federal Reserve Bank of New York or the Custodian is authorized or obligated by law or
executive order to be closed, or (d) if the term “Business Day” is used in connection with the determination of LIBOR, a day dealings in Dollar deposits are not carried on in the London interbank market. 

“Buyer”: As defined in the introductory paragraph hereof. 

“Buyer Reply Period”: Defined in Section 17.08(f). 

“Buyer’s Percentage Share”: The meaning set forth in the Fee and Pricing Letter, which definition is incorporated
by reference herein. 
 “Capital Lease Obligations”: With respect to any Person, the amount of all obligations
of such Person to pay rent or other amounts under a lease of property to the extent and in the amount that such obligations are required to be classified and accounted for as a capital lease on a balance sheet of such Person. 

  
 2 








 “Capital Stock”: 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
(certificated or uncertificated) in any limited liability company, and any and all partnership or other equivalent interests in any partnership or limited partnership, and any and all warrants or options to purchase any of the foregoing. 

“Change of Control”: Any “person” or “group” (within the meaning of Section 13(d) or 14(d) of
the Securities Exchange Act of 1934, as amended) shall become, or obtain rights (whether by means of warrants, options or otherwise) to become, the beneficial owner, directly or indirectly, of more than 49% of the total voting power of all classes
of Equity Interests of Seller entitled to vote generally in the election of the directors (or the applicable equivalent) other than Affiliates of Blackstone Mortgage Trust, Inc., a Maryland corporation. 

“Closing Certificate”: A certificate in the form of Exhibit D-1, duly executed by a Responsible Officer of
Seller. 
 “Closing Date”: June 7, 2013. 

“Code”: The Internal Revenue Code of 1986, and the regulations promulgated and rulings issued thereunder, in each case
as amended, modified or replaced from time to time. 
 “Commitment Fee”: The meaning set forth in the Fee and
Pricing Letter, which definition is incorporated by reference herein. 
 “Compliance Certificate”: A
certificate in the form of Exhibit D-2, duly executed by a Responsible Officer of Seller. 

“Confirmation”: A purchase confirmation in the form of Exhibit B, duly completed, executed and delivered by
Seller and Agent in accordance with Section 3.01. 
 “Contractual Obligation”: With respect to any
Person, any provision of any securities issued by such Person or any indenture, mortgage, deed of trust, deed to secure debt, contract, undertaking, agreement, instrument or other document to which such Person is a party or by which it or any of its
property or assets are bound or are subject. 
 “Control”: With respect to any Person, the direct or indirect
possession of the power to direct or cause the direction of the management or policies of such Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling,” “Controlled” and “under
common Control” have correlative meanings. 
 “Controlled Account Agreement”: A control agreement with
respect to the Waterfall Account among Seller, Agent and Account Bank. 
 “Conversion Conditions”: Defined in
Section 4.02. 
 “Conversion Date”: Defined in Section 4.01. 

  
 3 








 “Convert,” “Conversion” or “Converted”:
With respect to the Purchased Asset, the conversion of such Purchased Asset into a fee interest in REO Property, whether by way of foreclosure, deed in lieu of foreclosure of such Purchased Asset or otherwise, in each case in accordance with
Article 4 hereof. 
 “Current Buyer”: A Buyer which is not a Defaulting Buyer. 

“Custodial Agreement”: The Custodial Agreement, dated as of the date hereof, among Agent, Seller and Custodian.

 “Custodian”: Wells Fargo Bank, National Association, or any successor permitted by the Custodial Agreement.

 “Deemed Approval Requirements”: With respect to any matter that requires Agent’s approval pursuant to
Section 8.09 of this Agreement, (i) no Event of Default shall have occurred and be continuing (either at the date of any notices specified below or as of the effective date of any deemed approval), (ii) Seller shall have sent
Agent a written request for approval with respect to such matter in accordance with the applicable terms and conditions hereof (the “Initial Notice”), which Initial Notice shall have been (A) accompanied by any and all required
information and documentation relating thereto as may be reasonably required in order to approve or disapprove such matter (the “Approval Information”) and (B) marked in bold lettering with the following language:
“AGENT’S RESPONSE IS REQUIRED WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A MASTER REPURCHASE AND SECURITIES CONTRACT BETWEEN THE UNDERSIGNED AND AGENT” and the envelope containing the Initial
Notice shall have been marked “PRIORITY-DEEMED APPROVAL MAY APPLY”; (iii) Agent shall have failed to respond to the Initial Notice within the aforesaid time-frame; (iv) Seller shall have submitted a second request for approval
with respect to such matter in accordance with the applicable terms and conditions hereof (the “Second Notice”), which Second Notice shall have been (A) accompanied by the Approval Information and (B) marked in bold
lettering with the following language: “AGENT’S RESPONSE IS REQUIRED WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A MASTER REPURCHASE AND SECURITIES CONTRACT BETWEEN THE UNDERSIGNED AND AGENT”
and the envelope containing the Second Notice shall have been marked “PRIORITY-DEEMED APPROVAL MAY APPLY”; and (v) Agent shall have failed to respond to the Second Notice within the aforesaid time-frame. For purposes of clarification,
Agent requesting additional and/or clarified information, in addition to approving or denying any request (in whole or in part), shall be deemed a response by Agent for purposes of the foregoing. 

“Default”: Any event that, with the giving of notice or the lapse of time, or both, would become an Event of Default.

 “Defaulting Buyer”: Any Buyer which for any reason shall fail or refuse to abide by its obligations under
this Agreement or the other Repurchase Documents within the time periods specified for performance of such obligation or, if no time frame is specified, if such failure or refusal continues for a period of five (5) Business Days. 

  
 4 








 “Default Rate”: As of any date, the Pricing Rate in effect on such date
plus 400 basis points (4.00%). 
 “Derivatives Contract”: Any rate swap transaction, basis swap, credit
derivative transaction, forward rate transaction, commodity swap, commodity option, forward commodity contract, equity or equity index swap or option, bond or bond price or bond index swap or option or forward bond or forward bond price or forward
bond index transaction, interest rate option, forward foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option, spot contract, or any other
similar transaction or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, including any obligations or
liabilities thereunder. 
 “Derivatives Termination Value”: With respect to any one or more Derivatives
Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Derivatives Contracts, (a) for any date on or after the date such Derivatives Contracts have been closed out and termination value(s)
determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in the preceding clause (a), the amount(s) determined as the mark-to-market value(s) for such Derivatives Contracts, as
determined based on one or more mid-market or other readily available quotations provided by any recognized dealer in such Derivatives Contracts. 
 “Dollars” and “$”: Lawful money of the United States of America. 
 “Early Repurchase Date”: Defined in Section 3.04(b). 

“Eligible Asset”: The Asset, provided no Representation Breach exists; provided, that notwithstanding the existence of a
Representation Breach with respect to the Asset, Agent may, subject to such terms, conditions and requirements as Agent may require, designate in writing any such non-conforming Asset as an Eligible Asset, which designation may include a temporary
or permanent waiver of one or more Eligible Asset requirements. 
 “Eligible Assignee”: Any of the following
Persons designated by Agent for purposes of Section 18.08(b) or Section 18.08(c): (a) any Person that is a “qualified institutional buyer” (as defined in the Securities Act) and has a long-term unsecured debt
rating of “A” or better by S&P and “A3” or better by Moody’s or (b) an Affiliate of Agent or any Buyer or (c) any other Person to which Seller provides consent; provided, that such consent of Seller
shall not be unreasonably withheld, delayed or conditioned, and shall not be required following the occurrence and during the continuance of an Event of Default. Such Person shall provide to Seller such duly executed IRS forms as Seller reasonably
requests. Notwithstanding anything herein to the contrary, any such Person must also be a “qualified transferee” under all Purchased Asset Documents. 
 “Environmental Laws”: 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 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 CERCLA, RCRA, the
Federal Water Pollution Control Act, the 

  
 5 








 
Toxic Substances Control Act, the Clean Air Act, the Safe Drinking Water Act, the Oil Pollution Act of 1990, the Emergency Planning and the Community Right-to-Know Act of 1986, the Hazardous
Material Transportation Act, the Occupational Safety and Health Act, and any state and local or foreign counterparts or equivalents. 
 “Equity Interests”: With respect to any Person, (a) any share, interest, participation and other equivalent (however denominated) of Capital Stock of (or other ownership, equity or
profit interests in) such Person, (b) any warrant, option or other right for the purchase or other acquisition from such Person of any of the foregoing, (c) any security convertible into or exchangeable for any of the foregoing, and
(d) any other ownership or profit interest in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such share, warrant, option, right or other interest is authorized or
otherwise existing on any date. 
 “ERISA”: The Employee Retirement Income Security Act of 1974. 

“ERISA Affiliate”: Any person (as defined in Section 3(g) of ERISA which, together with Seller would be deemed to
be a “single employer” within the meaning of Section 414(b), (c), (m) or (o) of the Code. 

“Event of Default”: Defined in Section 10.01. 

“Excluded Taxes”: Shall mean, with respect to Agent, any Buyer, any other recipient of any payment to be made by or on
account of any obligation of Seller hereunder or any other Indemnified Person (each such person a “Tax Indemnity Beneficiary”), (a) taxes imposed on or measured by its overall net income (however denominated), and franchise
taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such Tax Indemnity Beneficiary is organized, in which its principal office is located, conducts business or is
paying tax or, in which its applicable lending office is located, (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which Seller is located, (c) any U.S. federal
withholding tax imposed on “withholdable payments”, if a Tax Indemnity Beneficiary is a “foreign financial institution” that fails to comply with the requirements of section 1471(b) of the Code or a “non-financial foreign
entity” that fails to comply with section 1472(b) of the Code, each as in effect on the date hereof, or Treasury regulations or administrative guidance promulgated thereunder, and (d) any withholding taxes to the extent attributable to a
failure to comply with Section 12.06(d) or 12.06(f). 
 “Extended Facility Termination
Date”: Defined in Section 3.06. 
 “Extension Exercise Notice”: Defined in
Section 3.06. 
 “Extension Fee”: The meaning set forth in the Fee and Pricing Letter, which
definition is incorporated by reference herein. 
 “Facility Termination Date”: The earliest of
(a) June 7, 2016 (or the next Business Day thereafter if June 7, 2016 is not a Business Day), as such date may be extended pursuant to Section 3.06, (b) any Accelerated Repurchase Date, (c) any date on which the
Facility 

  
 6 








 
Termination Date shall otherwise occur in accordance with Requirements of Law or (d) if the Transaction has not occurred on or prior to the Funding Expiration Date, the Funding Expiration
Date. 
 “FDIA”: Defined in Section 14.03. 

“FDICIA”: Defined in Section 14.04. 

“Fee and Pricing Letter”: The fee and pricing letter, dated as of the date hereof, between Agent, for the benefit of
each Buyer and Seller. 
 “Fees”: The meaning set forth in the Fee and Pricing Letter, which definition is
incorporated by reference herein. 
 “FIRREA”: The Financial Institutions Reform, Recovery and Enforcement Act
of 1989, as amended from time to time, and the regulations promulgated and rulings issued thereunder. 
 “Funding
Expiration Date”: The earliest of (a) Forty-five (45) days following the Closing Date (i.e., July 22, 2013), or such later date approved by Agent pursuant to written notice delivered to Seller by Agent on or prior to
such date that is forty-five (45) days following the Closing Date, (b) the Purchase Date and (c) any date on which the Funding Expiration Date shall otherwise occur in accordance with Requirements of Law. 

“GAAP”: Generally accepted accounting principles as in effect from time to time in the United States, consistently
applied. 
 “Governing Documents”: With respect to any Person, its articles or certificate of incorporation or
formation, by-laws, partnership, limited liability company, memorandum and articles of association, operating or trust agreement and/or other organizational, charter or governing documents. 

“Governmental Authority”: Any (a) nation or government, (b) state or local or other political subdivision
thereof, (c) central bank or similar monetary or regulatory authority, (d) Person, agency, authority, instrumentality, court, regulatory body, central bank or other body or entity exercising executive, legislative, judicial, taxing,
quasi-judicial, quasi-legislative, regulatory or administrative functions or powers of or pertaining to government, (e) court or arbitrator having jurisdiction over such Person, its Affiliates or its assets or properties, (f) stock
exchange on which shares of stock of such Person are listed or admitted for trading, (g) accounting board or authority that is responsible for the establishment or interpretation of national or international accounting principles, and
(h) supra-national body such as the European Union or the European Central Bank. 
 “Guarantee Agreement”:
A Limited Guarantee Agreement made by Guarantor in favor of Agent, for the benefit of each Buyer. 
 “Guarantee
Obligation”: With respect to any Person (the “guaranteeing person”), any obligation of (a) the guaranteeing person or (b) another Person (including any bank under any letter of credit) to induce the creation of
the obligations for which the guaranteeing person has 

  
 7 








 
issued a reimbursement, counterindemnity or similar obligation, in either case guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends, Contractual Obligation, Derivatives
Contract or other obligations or indebtedness (the “primary obligations”) of any other third Person (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation of the guaranteeing
person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such primary
obligation, or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose
of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation, or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect
thereof; provided, that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be
the maximum stated amount of the primary obligation relating to such Guarantee Obligation (or, if less, the maximum stated liability set forth in the instrument embodying such Guarantee Obligation); provided, that in the absence of any such stated
amount or stated liability, the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum anticipated liability in respect thereof as reasonably determined by such Person. 

“Guarantor”: Individually and collectively, the parties named as such in the Guarantee Agreement. 

“Hazardous Substances”: Any and all substances (whether solid, liquid or gas) defined, listed, or otherwise classified
as pollutants, hazardous wastes, hazardous substances, hazardous materials, extremely hazardous wastes, or words of similar meaning or regulatory effect under any present or future Environmental Laws or that may have a negative impact on human
health or the environment, including but not limited to petroleum and petroleum products, asbestos and asbestos-containing materials, polychlorinated biphenyls, lead, radon, radioactive materials, flammables, explosives, mold, mycotoxins, microbial
matter and airborne pathogens (naturally occurring or otherwise), but excluding substances of kinds and in amounts ordinarily and customarily used or stored in similar properties for the purpose of cleaning or other maintenance or operations and
otherwise in compliance with all Environmental Laws. 
 “Income”: All of the following (in each case with
respect to the entire par amount of the Asset represented by the Purchased Asset and not just with respect to the portion of the par amount represented by the Purchase Price advanced against the Asset): (a) all Principal Payments, (b) all
Interest Payments, and (c) all other income, distributions, receipts, payments, collections, prepayments, recoveries, proceeds (including insurance and condemnation proceeds) and other payments or amounts of any kind paid, received, collected,
recovered or distributed on, in connection with or in respect of the Purchased Asset, including Principal Payments, Interest Payments, principal and interest payments, prepayment fees, extension fees, exit fees, defeasance fees, transfer fees, make
whole fees, late charges, late fees and all other fees or charges of any kind or nature, premiums, yield maintenance charges, penalties, default interest, dividends, gains, receipts, allocations, rents, interests, profits, payments in kind, returns
or repayment of contributions, net sale, foreclosure, liquidation, securitization or other disposition proceeds, 

  
 8 








 
insurance payments, settlements and proceeds; provided, that any amounts that under the Purchased Asset Documents are required to be deposited into and held in escrow or reserve to be used for a
specific purpose, such as taxes and insurance, shall not be included in the term “Income” unless and until such amounts may be applied to all or a portion of the outstanding indebtedness under the Purchased Asset Documents. 

“Indebtedness”: With respect to any Person and any date, all of the following with respect to such Person as of such
date: (a) obligations in respect of money borrowed, (b) obligations, whether or not for money borrowed (i) represented by notes payable, letters of credit or drafts accepted, in each case representing extensions of credit,
(ii) evidenced by bonds, debentures, notes or similar instruments, (iii) constituting purchase money indebtedness, conditional sales contracts, title retention debt instruments or other similar instruments, upon which interest charges are
customarily paid or that are issued or assumed as full or partial payment for property or services rendered, or (iv) in connection with the issuance of Preferred Equity or trust preferred securities, (c) Capital Lease Obligations,
(d) reimbursement obligations under any letters of credit or acceptances (whether or not the same have been presented for payment), (e) Off-Balance Sheet Obligations, (f) obligations to purchase, redeem, retire, defease or otherwise
make any payment in respect of any mandatory redeemable stock issued by such Person or any other Person (inclusive of forward equity contracts), valued at the greater of its voluntary or involuntary liquidation preference plus accrued and
unpaid dividends, (g) as applicable, all obligations of such Person (but not the obligation of others) in respect of any keep well arrangements, and, in the case of Seller only, contingent or future funding obligations under the Purchased
Asset, purchase obligation, repurchase obligation, sale/buy-back agreement, takeout commitment or forward equity commitment or credit enhancements, in each case evidenced by a binding agreement (excluding any such obligation to the extent the
obligation can be satisfied by the issuance of Equity Interests (other than mandatory redeemable stock)), (h) net obligations under any Derivatives Contract not entered into as a hedge against existing indebtedness, in an amount equal to the
Derivatives Termination Value thereof, (i) all Non-Recourse Indebtedness, recourse indebtedness and all indebtedness of other Persons that such Person has guaranteed or is otherwise recourse to such Person, (j) all indebtedness of another
Person secured by (or for which the holder of such indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien (other than certain Permitted Liens) on property or assets owned by such Person, even though such Person has
not assumed or become liable for the payment of such indebtedness or other payment obligation; provided, that if such Person has not assumed or become liable for the payment of such indebtedness, then for the purposes of this definition the amount
of such indebtedness shall not exceed the market value of the property subject to such Lien, (k) all Guarantee Obligations with respect to Indebtedness, (l) all obligations of such Person incurred in connection with the acquisition or
carrying of fixed assets by such Person or obligations of such Person to pay the deferred purchase or acquisition price of property or assets, including contracts for the deferred purchase price of property or assets that include the procurement of
services, (m) indebtedness of general partnerships of which such Person is liable as a general partner (whether secondarily or contingently liable or otherwise), and (n) obligations to fund capital commitments under any Governing Document,
subscription agreement or otherwise, except to the extent such indebtedness provides that such Person is not liable therefor. 

“Indemnified Amount”: Defined in Section 13.01(a). 

  
 9 








 “Indemnified Person”: Defined in Section 13.01(a). 

“Independent”: As to any Person, any other Person who (i) does not have and is not committed to acquire any
material direct or any material indirect financial interest in such Person or in any Affiliate of such Person, and (ii) is not connected with such Person as an officer, employee, promoter, underwriter, voting trustee, partner, director or
Person performing similar functions. 
 “Independent Appraiser”: An independent professional real estate
appraiser who is a member in good standing of the American Appraisal Institute and, if the state in which the subject Mortgaged Property is located certifies or licenses appraisers, is certified or licensed in such state, and in each case having a
minimum of five (5) years experience in the subject property type. 
 “Independent Manager”: An individual
who has prior experience as an independent director, independent manager or independent member with at least three (3) years of employment experience and who is provided by 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, independent managers or independent members, another nationally
recognized company reasonably approved by Agent, in each case that is not an Affiliate of Seller and that provides professional independent directors, independent managers or independent members and other corporate services in the ordinary course of
its business, and which individual is duly appointed as a member of the board of managers of Seller and is not, has never been, and will not while serving as Independent Manager be, any of the following: 

(a) a member, partner, equity holder, manager, director, officer or employee of Seller, Guarantor, any of their respective
equity holders or Affiliates (other than (a) as an Independent Manager of Seller or Guarantor and (b) as an Independent Manager of an Affiliate of Seller or Guarantor or any of their respective single-purpose entity equity holder that is
not in the direct chain of ownership of Seller or Guarantor and that is required by a creditor to be a single purpose bankruptcy remote entity, provided that such Independent Manager is employed by a company that routinely provides professional
independent directors, independent managers or independent members); 
 (b) a creditor, supplier or service
provider (including provider of professional services) to Seller, any single-purpose entity equity holder, or any of their respective equity holders or Affiliates (other than a nationally-recognized company that routinely provides professional
independent directors, independent managers or independent members and other corporate services to Seller, any single-purpose entity equity holder, or any of their respective equity holders or Affiliates in the ordinary course of business);

 (c) a family member of any such member, partner, equity holder, manager, director, officer, employee,
creditor, supplier or service provider; or 
 (d) a Person that controls (whether directly, indirectly or
otherwise) any of the individuals described in the preceding clauses (a), (b) or (c). 

  
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 An individual who otherwise satisfies the preceding definition other than clause (a) by reason
of being the Independent Manager of a special purpose entity affiliated with Seller or Guarantor shall not be disqualified from serving as an Independent Manager of Seller or Guarantor if the fees that such individual earns from serving as
Independent Managers of affiliates of Seller or Guarantor in any given year constitute in the aggregate less than 5% of such individual’s annual income for that year. 
 “Initial Notice”: Defined in the definition of Deemed Approval Requirements. 
 “Insolvency Action”: With respect to any Person, the taking by such Person of any action resulting in an Insolvency Event, other than solely under clause (g) of the definition
thereof. 
 “Insolvency Event”: With respect to any Person, (a) the filing of a decree or order for relief
by a court having jurisdiction in the premises with respect to such Person or any substantial part of its assets or property in an involuntary case under any applicable Insolvency Law now or hereafter in effect, or appointing a receiver, liquidator,
assignee, custodian, trustee, sequestrator or similar official for such Person or for any substantial part of its assets or property, or ordering the winding-up or liquidation of such Person’s affairs, and such decree or order shall remain
unstayed and in effect for a period of sixty (60) days, (b) the commencement by such Person of a voluntary case under any applicable Insolvency Law now or hereafter in effect, (c) the consent by such Person to the entry of an order
for relief in an involuntary case under any Insolvency Law, (d) the consent by such Person to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or
for any substantial part of its assets or property, (e) the making by such Person of any general assignment for the benefit of creditors, (f) such Person is not Solvent, (g) the failure by such Person generally to pay its debts as
they become due, or (h) the taking of action by such Person in furtherance of any of the foregoing. 
 “Insolvency
Laws”: The Bankruptcy Code and all other applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement, receivership, insolvency, reorganization, suspension of payments and similar debtor relief laws from time to time in
effect affecting the rights of creditors generally. 
 “Insolvency Proceeding”: Any case, action or proceeding
before any court or other Governmental Authority relating to any Insolvency Event. 
 “Interest Payments”: All
payments of interest, income, receipts, dividends, and any other collections and distributions received from time to time in connection with the Purchased Asset (other than Principal Payments and any Fees). 

“Internal Control Event”: Fraud that involves management or other employees who have a significant role in, the internal
controls of Seller, Guarantor or any Affiliate of Seller or Guarantor over financial reporting. 

“Investment”: With respect to any Person, any acquisition or investment (whether or not of a controlling interest) by
such Person, whether by means of (a) the purchase or other acquisition of any Equity Interest in another Person, (b) a loan, advance or extension of credit to, capital contribution to, guaranty or credit enhancement of Indebtedness of, or
purchase or other 

  
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acquisition of any Indebtedness of, another Person, including any partnership or joint venture interest in such other Person, or (c) the purchase or other acquisition (in one transaction or
a series of transactions) of assets of another Person that constitute the business or a division or operating unit of another Person. Any binding commitment or option to make an Investment in any other Person shall constitute an Investment. Except
as expressly provided otherwise, for purposes of determining compliance with any covenant contained in this Agreement, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in
the value of such Investment. 
 “Investment Company Act”: The Investment Company Act of 1940, as amended,
restated or modified from time to time, including all rules and regulations promulgated thereunder. 
 “Irrevocable
Redirection Notice”: A notice in the form of Exhibit C sent by Seller directing the remittance of Income with respect to the Purchased Asset to the Waterfall Account. 

“Knowledge”: With respect to any Person, means collectively (i) the Actual Knowledge of such Person and
(ii) notice of any fact, event, condition or circumstance that would cause a reasonably prudent Person to conduct an inquiry that would give such Person Actual Knowledge, whether or not such Person actually undertook such an inquiry.

 “LIBOR”: The rate of interest per annum determined by Buyer on the basis of the rate
for United States dollar deposits for delivery on the first (1st) day of each Pricing Period, for a period approximately equal to such Pricing Period, as reported on Reuters Screen LIBOR01 Page (or any successor page) at approximately 11:00 a.m., London time, two
(2) Business Days prior to the first day of the Pricing Period (or if not so reported, then as determined by Buyer from another recognized source or interbank quotation). 
 “LIBO Rate”: For any Pricing Period, LIBOR. 

“Lien”: Any mortgage, statutory or other lien, pledge, charge, right, claim, adverse claim, attachment, levy,
hypothecation, assignment, deposit arrangement, security interest, UCC financing statement or encumbrance of any kind on or otherwise relating to any Person’s assets or properties in favor of any other Person or any preference, priority or
other security agreement or preferential arrangement of any kind. 
 “LTV”: The ratio, expressed as a
percentage, of (a) the Purchase Price of the Purchased Asset as of the applicable Facility Termination Date, taking into account the application of all Income pursuant to Section 5.02 on such date, to (b) the value of the
Mortgaged Properties securing the Purchased Asset as set forth in the Appraisals delivered pursuant to Section 3.06. 
 “Market Disruption Event”: Any event or events which, as determined by Agent, acting in a reasonable manner, shall have resulted in (i) 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 or securities, (ii) Agent or any Buyer not being able to finance mortgage 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, (iii) the effective absence of a “securities
market” for securities backed by mortgage assets or (iv) Agent or any Buyer not being able to sell securities backed by mortgage assets at prices which would have been reasonable prior to the occurrence of such event or events. 


  
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 “Material Action”: Any amendment, waiver or other modification to the terms
of the Purchased Asset or the Purchased Asset Documents, or any other action taken pursuant to or with respect to the Purchased Asset or a Purchased Asset Document, which, in each case, would have the effect of: 

(a) decreasing the principal of, or interest on, the obligations evidenced by the related Mortgage Note; 

(b) (i) postponing or extending any scheduled date (other than the maturity date, for which the provisions of
clause (b)(ii) below shall apply) fixed for any payment of principal of, or interest on, the obligations evidenced by the Mortgage Note, or (ii) extending the maturity date thereunder (other than any extension of the maturity date
thereunder in accordance with the terms, and satisfying the conditions, of such loan document); 
 (c) releasing
any material portion of the collateral securing the obligations evidenced by such Mortgage Note (other than any release required by the terms of the underlying Purchased Asset Document, including, without limitation, releases of condominium units as
and when the same are sold), as applicable; 
 (d) releasing any obligor thereunder (other than any release
required by the terms of the underlying Purchased Asset Document or described in the parenthetical to clause (a) above); 
 (e) waiving a Material Default under the Purchased Asset Documents; 

(f) waiving, modifying, reducing or delaying the payment of any material Fees by the Underlying Obligor with respect to
the Purchased Asset; 
 (g) waiving, modifying, reducing or delaying any condition to the extension of the
maturity date of the Purchased Asset in accordance with the Purchased Asset Documents; or 
 (h) (i) exercising
any voting, consensual and other powers of ownership pertaining to any membership interests of the Underlying Obligor as if Seller were the an owner thereof or (ii) selling, assigning or otherwise disposing of all or any part of the membership
interests of the Underlying Obligor pursuant to that certain Pledge and Security Agreement, dated as of the date of this Agreement, by Pledgor in favor of Seller. 
 “Material Adverse Effect”: A material adverse effect on or material adverse change in or to (a) the property, business, operations or financial condition of Seller or Guarantor,
(b) the ability of Seller or Guarantor to pay and perform the Repurchase Obligations, (c) the validity, legality, binding effect or enforceability of any Repurchase Document, Purchased Asset Document, Purchased Asset or security interest
granted hereunder or thereunder, (d) the rights and remedies of Agent under any Repurchase Document, Purchased Asset Document or 

  
 13 









 
Purchased Asset, (e) the perfection or priority of any Lien on the Purchased Asset, taken as a whole, granted under any Repurchase Document or Purchased Asset Document, in each case, as
reasonably determined by Agent or (f) the nature as a going concern of any Mortgaged Property or Underlying Obligor (it being understood that a default or event of default with respect to a Purchased Asset Document, Mortgaged Property or
Underlying Obligor shall not constitute a “Material Adverse Affect” for purposes of this clause (f), which is intended to relate solely to a catastrophic event with respect to a Mortgaged Property); provided,
however, that this clause (f) shall not apply to any casualty event affecting any Mortgaged Property for which (x) such casualty is covered by insurance proceeds under policies issued by Qualified Insurers and evidenced
by certificates of insurance naming Seller or the applicable administrative agent under the Purchased Asset Documents as an insured party, (y) Seller’s pro rata share of such insurance proceeds (net of deductibles) is equal to or
greater than the Purchase Price for the Purchased Asset, and (z) Seller provides to Agent evidence reasonably satisfactory to Agent that such casualty is not excluded from the coverage of such insurance policies. 

“Material Default”: The occurrence and continuance of any of the following defaults under the terms of the Purchased
Asset Documents, regardless of whether Seller shall have delivered notice to the Underlying Obligor of such default, but taking into account any cure or grace periods allowed to such Underlying Obligor in the Purchased Asset Documents: 

(a) payment default, 
 (b) maturity default; provided, however, that a maturity default shall not be a “Material Default” hereunder if Seller continues to pay as and when due pursuant to the Repurchase
Documents the Price Differential, any reduction in Purchase Price, and Fees and any other amounts, sums of money, payments, deposits or premiums due under the Repurchase Documents, 

(c) breach of a material representation or a material covenant of which Seller has Actual Knowledge, 

(d) breach of any material provisions of a related guaranty delivered by a guarantor of the obligations of an Underlying
Obligor of which Seller has Actual Knowledge; and 
 (e) bankruptcy or insolvency of an Underlying Obligor or any
guarantor of the obligations of an Underlying Obligor. 
 Notwithstanding the foregoing, a maturity default shall not constitute a
“Material Default” hereunder for so long as (x) Seller has delivered evidence reasonably acceptable to Agent that Seller is actively and diligently pursuing a resolution and/or cure of such Material Default under the applicable
Purchased Asset Documents to the extent permitted under Section 8.09 hereof and (y) Seller continues to pay as and when due pursuant to the Repurchase Documents the Price Differential, any reduction in Purchase Price, any Fees and
any other amounts, sums of money, payments, deposits or premiums due under the Repurchase Documents. 

  
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 “Materials of Environmental Concern”: Any hazardous, toxic or harmful
substances, materials, wastes, pollutants or contaminants defined as such in or regulated under any Environmental Law. 

“Maximum Purchase Price”: An amount equal to eighty-three and thirty-three one-hundredths percent (83.33%) of the
then-outstanding principal balance of the Asset as of the Purchase Date, as determined by Agent, subject to adjustment downward only pursuant to Section 6.02 hereof, subject to reduction pursuant to Section 8.13(b). 

“Monetary Default”: The failure by Seller to pay when due any Price Differential, reduction in Purchase Price or other
amounts, sums of money, payments, deposits or premiums due under the Repurchase Documents, and the failure by Seller to cure such failure within the applicable notice and cure period, if any. 

“Moody’s”: Moody’s Investors Service, Inc. or, if Moody’s Investors Service, Inc. is no longer issuing
ratings, another nationally recognized rating agency reasonably acceptable to Agent. 
 “Mortgage”: Any
mortgage, deed of trust, assignment of rents, security agreement and fixture filing, or other similar instruments creating and evidencing a lien on real property and other property and rights incidental thereto. 

“Mortgage Note”: An original executed promissory note or other evidence of the indebtedness of a Mortgagor with respect
to a commercial mortgage loan. 
 “Mortgaged Property”: The real property (including all improvements,
buildings, fixtures, building equipment and personal property thereon and all additions, alterations and replacements made at any time with respect to the foregoing) and all other collateral securing repayment of the debt evidenced by the Mortgage
Note. 
 “Mortgagee”: The record holder of a Mortgage Note secured by a Mortgage. 

“Mortgagor”: The obligor on a Mortgage Note, including any Person who has assumed or guaranteed the obligations of the
obligor thereunder. 
 “New Counterparty Office”: Defined in Section 12.06(d). 

“Multiemployer Plan”: A Plan that is a multiemployer plan as defined in Section 4001(a)(3) of ERISA. 

“Non-Material Action”: Any amendment, waiver or other modification of the Purchased Asset or a Purchased Asset Document,
or any other action taken pursuant or with respect to the Purchased Asset or a Purchased Asset Document (other than a Material Action). 
 “Non-Monetary Default”: Any Default other than a Monetary Default. 
 “Non-Principal Income”: Defined in Section 5.02(a). 

  
 15 









 “Non-Recourse Indebtedness”: With respect to any Person and any date,
indebtedness of such Person as of such date for borrowed money in respect of which recourse for payment (except for customary exceptions for fraud, misapplication of funds, environmental indemnities, Insolvency Events, non-approved transfers or
other events) is contractually limited to specific assets of such Person encumbered by a Lien securing such Indebtedness. 

“Non-U.S. Assignee”: Defined in Section 12.06(d). 

“Notice of Conversion”: Defined in Section 4.02. 

“Off-Balance Sheet Obligations”: With respect to any Person and any date, to the extent not included as a liability on
the balance sheet of such Person, all of the following with respect to such Person as of such date: (a) monetary obligations under any financing lease or so-called “synthetic,” tax retention or off-balance sheet lease transaction
that, upon the application of any Insolvency Laws, would be characterized as indebtedness, (b) monetary obligations under any sale and leaseback transaction that does not create a liability on the balance sheet of such Person, or (c) any
other monetary obligation arising with respect to any other transaction that (i) is characterized as indebtedness for tax purposes but not for accounting purposes, or (ii) is the functional equivalent of or takes the place of borrowing but
that does not constitute a liability on the balance sheet of such Person (for purposes of this clause (c), any transaction structured to provide tax deductibility as interest expense of any dividend, coupon or other periodic payment will be
deemed to be the functional equivalent of a borrowing). 
 “Original Purchase Price”: With respect to the
Purchased Asset the applicable amount set forth on Schedule I hereto under the column headed “Buyer Original Purchase Price ($)”. 
 “Other Taxes”: Defined in Section 12.06(b). 

“Participant”: Defined in Section 18.08(b). 

“Participant Register”: Defined in Section 18.08(e). 

“Patriot Act”: The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism Act of 2001, as amended, modified or replaced from time to time. 
 “PBGC”: The Pension Benefit
Guaranty Corporation established pursuant to Section 4002 of ERISA, or any successor thereto. 
 “Permitted
Liens”: Any of the following as to which no enforcement, collection, execution, levy or foreclosure proceeding has been commenced: (a) Liens for state, municipal, local or other local taxes not yet due and payable, (b) Liens
imposed by Requirements of Law, such as materialmen’s, mechanics’, carriers’, workmen’s, repairmen’s and similar Liens, arising in the ordinary course of business securing obligations that are not overdue for more than
thirty (30) days, and (c) Liens granted pursuant to or by the Repurchase Documents. 

  
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 “Person”: An individual, corporation, limited liability company, business
trust, partnership, trust, unincorporated organization, joint stock company, sole proprietorship, joint venture, Governmental Authority or any other form of entity. 
 “Plan”: An employee benefit plan as defined in Section 3(3) of ERISA, subject to Section 4001(a)(15) of ERISA in respect of which Seller, Guarantor or any ERISA Affiliate
thereof has any actual or potential liability or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be, an “employer” as defined in Section 3(5) of ERISA. 

“Pledged Collateral”: The membership interests held by Pledgor in the Underlying Obligor, together with all membership
interest certificates, options or rights of any nature whatsoever which currently exist or hereafter may be issued or granted by the Underlying Obligor to Pledgor while this Agreement is in effect, including, without limitation, any certificates
evidencing such interests which have been delivered to Seller. 
 “Pledgor”: Means SVCA Holdco, LLC, a Delaware
limited liability company. 
 “Post-Foreclosure Plan”: Defined in Section 17.09. 

“Preferred Equity”: A performing current pay preferred equity position (with a put or synthetic maturity date structure
replicating a debt instrument) evidenced by a stock share certificate or other similar ownership certificate representing the entire equity ownership interest in entities that own income producing commercial real estate. 

“Price Differential”: For any Pricing Period or portion thereof and for each day during such Pricing Period or portion
thereof, (a) 1/360th of the Pricing Rate in effect during such Pricing Period, times (b) the outstanding Purchase Price. 
 “Pricing Margin”: Defined in the Fee and Pricing Letter. 

“Pricing Period”: Means (a) in the case of the first Remittance Date, the period from the Purchase Date to but
excluding such Remittance Date, and (b) in the case of any subsequent Remittance Date, the one-month period commencing on and including the prior Remittance Date and ending on but excluding such Remittance Date; provided, that no Pricing Period
shall end after the Repurchase Date. 
 “Pricing Rate”: For any Pricing Period, the LIBO Rate for such Pricing
Period plus the applicable Pricing Margin, which shall be subject to adjustment and/or conversion as provided in Sections 12.01 and 12.02; provided, that while an Event of Default exists, the Pricing Rate shall be the
Default Rate. 
 “Pricing Rate Reset Date”: (a) In the case of the first Pricing Period, the Purchase
Date, and (b) in the case of any subsequent Pricing Period, the Business Day immediately preceding the Remittance Date on which such Pricing Period begins. 

  
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 “Principal Income”: All Income described in Section 5.01 and
deposited into the Waterfall Account during each Pricing Period representing Principal Payments (other than any Fees). 

“Principal Payments”: All payments and prepayments (in whole or in part) of principal received and applied as principal
toward the Purchase Price for the Purchased Asset (including, without limitation, insurance and condemnation proceeds, scheduled amortization, principal paydowns associated with any restructuring of the Purchased Asset, pay-offs in part (including
in connection with any sale of condominium units) and recoveries from liquidation or foreclosure) (other than any Fees). 

“Pro Rata Share”: With respect to any Buyer at any time, the proportionate interest of such Buyer in the Transaction as
the same may be adjusted from time to time as a result of assignments to or from a Buyer pursuant to Section 18.08 hereof. 
 “Protective Advances”: Any amount (not to exceed $100,000.00 without the prior written consent of the Requisite Buyers) advanced or expended by Agent to preserve or protect the Purchased
Asset or Agent’s right or title thereto. 
 “Purchase Date”: The date on which the Purchased Asset is
transferred by Seller to Agent and Buyers. 
 “Purchase Price”: As of any date, the Original Purchase Price,
(i) reduced by (x) any Principal Payments remitted to the Waterfall Account and which were applied to the Purchase Price by Agent pursuant to Section 5.02(b), (y) any Interest Payments remitted to the Waterfall Account and
which were applied to the Purchase Price by Agent pursuant to clause fourth of Section 5.02(a), and (z) any Income remitted to the Waterfall Account and which was applied to the Purchase Price by Agent pursuant to
Section 5.03 and (ii) reduced by any payments made by Seller in reduction of the outstanding Purchase Price pursuant to Sections 3.04(c) and 3.05. In no event shall any Fees received by Agent or Buyer reduce the
Purchase Price hereunder. 
 “Purchased Asset”: For the Transaction, the Asset sold by Seller to Agent, for the
benefit of each Buyer in such Transaction, including, to the extent relating to the Asset, all of Seller’s right, title and interest in and to: (i) the Purchased Asset Documents, (ii) Servicing Rights, (iii) Servicing Files,
(iv) mortgage guaranties and insurance (issued by Governmental Authorities or otherwise) and claims, payments and proceeds thereunder, (v) insurance policies, certificates of insurance and claims, payments and proceeds thereunder,
(vi) the principal balance of the Asset, not just the amount advanced, (vii) amounts and property from time to time on deposit in the Waterfall Account and the Waterfall Account itself, (viii) collection, escrow, reserve or collateral
accounts and all amounts and property from time to time on deposit therein, to the extent of Seller’s or the holder’s interest therein, (ix) Income, (x) security interests of Seller in Derivatives Contracts entered into by
Underlying Obligors, (xi) rights of Seller under any letter of credit, guarantee, warranty, indemnity or other credit support or enhancement, and (xii) all supporting obligations of any kind; provided, that (A) the Purchased
Asset shall not include any obligations of Seller or any Retained Interests, and (B) for purposes of the grant of security interest by Seller to Agent, for the benefit of each Buyer and the other provisions of Article 11, the
Purchased Asset shall include all of the following: general intangibles, accounts, chattel paper, deposit 

  
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accounts, securities accounts, instruments, securities, financial assets, uncertificated securities, security entitlements and investment property (as such terms are defined in the UCC) and
replacements, substitutions, conversions, distributions or proceeds relating to or constituting any of the items described in the preceding clauses (i) through (xii). Notwithstanding anything herein to the contrary,
“Purchased Asset” shall not include the Asset if Seller has repurchased the Asset pursuant to Sections 3.04(b), (d) or (e). 
 “Purchased Asset Documents”: Those documents executed in connection with, evidencing or governing the Purchased Asset, the related Mortgaged Property and the Pledged Collateral and which
are required to be delivered to Agent (to the extent that Seller holds legal title to such documents). 
 “Purchased
Asset Event of Default”: Shall mean an “Event of Default”, as such term is defined in the Underlying Loan Agreement. 
 “Qualified Insurer”: An insurance company having a general policy rating of A or better and a financial class of X or better by A.M. Best Company, Inc., and a claims paying
ability/financial strength rating of “A+” (or its equivalent) or better by at least two (2) of the Rating Agencies. 
 “Rating Agencies”: Each of Fitch, Inc., Moody’s and S&P. 

“Reference Banks”: Banks each of which shall (a) be a leading bank in the international Eurocurrency market, and
(b) have an established place of business in London. Initially, the Reference Banks shall be JPMorgan Chase Bank, Barclays Bank, PLC and Deutsche Bank AG. If any such Reference Bank should be unwilling or unable to act as such or if Agent 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, Agent may designate
alternative banks meeting the criteria specified in the preceding clauses (a) and (b). 

“Register”: Defined in Section 18.08(f). 

“Release”: Any generation, treatment, use, storage, transportation, manufacture, refinement, handling, production,
removal, remediation, disposal, presence or migration of Materials of Environmental Concern on, about, under or within all or any portion of any property or Mortgaged Property. 

“Remedial Work”: Any investigation, inspection, site monitoring, containment, clean-up, removal, response, corrective
action, mitigation, restoration or other remedial work of any kind or nature because of, or in connection with, the current or future presence, suspected presence, Release or threatened Release in or about the air, soil, ground water, surface water
or soil vapor at, on, about, under or within all or any portion of any property or Mortgaged Property of any Materials of Environmental Concern, including any action to comply with any applicable Environmental Laws or directives of any Governmental
Authority with regard to any Environmental Laws. 

  
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 “Remittance Date”: The twenty-sixth (26th) day of each month (or if such day is not a Business Day, the
next following Business Day), or such other day as is mutually agreed to by Seller and Agent. 
 “REO
Mortgage”: A mortgage or deed of trust, as applicable, on an REO Property, given by an REO Owner to Agent in the form and substance reasonably acceptable to Agent, in accordance with Article 4 hereof. 

“REO Owner”: Individually and collectively, as the context may require, any party that is formed to acquire title to REO
Property pursuant to Article 4 hereof, which entity shall (a) be a newly formed single-purpose, bankruptcy remote Delaware limited liability company that complies with this Agreement and the other Repurchase Documents, (b) be a
wholly owned subsidiary of Seller, and (c) have Governing Documents substantially in the form of Seller. 
 “REO
Propert(y)(ies)”: Individually or collectively, as the context may require, each Mortgaged Property and/or Pledged Collateral that is Converted to direct ownership by an REO Owner pursuant to Article 4. 

“Reportable Event”: Any event set forth in Section 4043(c) of ERISA, other than an event as to which the notice
period is waived under Pension Benefit Guaranty Commission Reg. §4043. 
 “Representation Breach”: Any
representation, warranty, certification, statement or affirmation made or deemed made by Seller or Guarantor in any Repurchase Document (including in Schedule II) or in any certificate, notice, report or other document delivered pursuant to
any Repurchase Document proves to be incorrect, false or misleading in any material respect when made or deemed made, without regard to any Knowledge or lack of Knowledge thereof by such Person, other than an Approved Representation Breach.

 “Representation Exceptions”: A written list prepared by Seller specifying, in reasonable detail, the
representations and warranties (or portions thereof) set forth in this Agreement (including in Schedule II) which are not satisfied with respect to the Asset. 
 “Repurchase Date”: The earliest of (a) the Facility Termination Date, (b) any Early Repurchase Date therefor, and (c) the Business Day on which Seller is to repurchase the
Purchased Asset as specified by Seller and agreed to by Agent in the related Confirmation. 
 “Repurchase
Documents”: Collectively, this Agreement, the Custodial Agreement, the Fee and Pricing Letter, the Controlled Account Agreement, the Guarantee Agreement, the Repurchase Deficiency Indemnity Agreement, all Irrevocable Redirection Notices,
all Confirmations, all UCC financing statements, amendments and continuation statements filed pursuant to any Repurchase Document, any REO Mortgage, any other agreements delivered in accordance with Article 4 hereof in connection with a
Conversion (including, without limitation, any pledge agreement, joinder agreement, guaranty agreement or environmental indemnity agreement), all other agreements, documents and instruments granting, attaching or perfecting Liens to secure, inter
alia, the Repurchase Obligations (whether now or hereafter executed and/or filed, executed and delivered in connection with the granting, attachment and perfection of Agent’s security interests and Liens arising thereunder) and all
additional documents, 

  
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certificates, agreements or instruments, the execution of which is required or necessary for performing or carrying out any other Repurchase Document; provided, however, the
Underwriting Package shall not constitute Repurchase Documents. 
 “Repurchase Deficiency Indemnity Agreement”:
A Facility Repurchase Deficiency Indemnity Agreement made by Guarantor in favor of Agent, for the benefit of each Buyer. 

“Repurchase Obligation Trigger Event”: Shall mean the Facility Termination Date. 

“Repurchase Obligations”: All obligations of Seller to pay the Repurchase Price on the Repurchase Date and all other
obligations and liabilities of Seller to each Buyer arising under or in connection with the Repurchase Documents, whether now existing or hereafter arising, and all interest and fees that accrue after the commencement by or against Seller or
Guarantor of any Insolvency Proceeding naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding (in each case, whether due or accrued). 

“Repurchase Price”: An amount equal to the sum of: 

(a) the outstanding Purchase Price as of such date; and 

(b) the accrued and unpaid Price Differential on the amount referred to in the immediately preceding clause
(a) for the Purchased Asset as of such date; and 
 (c) all other amounts due and payable as of such
date by Seller to any Buyer under this Agreement or any Repurchase Document; 
 (d) any accrued and unpaid fees
and expenses and indemnity amounts and any other amounts due and payable as of such date by Seller or Guarantor to Agent, any Buyer or any of their respective Affiliates under this Agreement or any Repurchase Document; and 

(e) any unpaid Fees due to Buyer as of such Date. 

“Requirements of Law”: With respect to any Person or property or assets of such Person and as of any date, all of the
following applicable thereto as of such date: all Governing Documents and existing and future laws, statutes, rules, regulations, treaties, codes, ordinances, permits, certificates, orders and licenses of and interpretations by any Governmental
Authority (including Environmental Laws, ERISA, regulations of the Board of Governors of the Federal Reserve System, and laws, rules and regulations relating to usury, licensing, truth in lending, fair credit billing, fair credit reporting, equal
credit opportunity, fair debt collection practices and privacy), judgments, decrees, injunctions, writs, awards or orders of any court, arbitrator or other Governmental Authority. 

“Requisite Buyers”: Buyers holding not less than 66 2/3% of the outstanding Purchase Price of the Transaction held by
all Current Buyers or, if the commitments have been terminated or reduced to zero, Buyers holding at least 66 2/3% of the outstanding Purchase Price under the Transaction, provided that: (a) in determining such percentage at any given time, all
then existing 

  
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Defaulting Buyers will be disregarded and excluded and the Pro Rata Shares of the Transaction of Buyers shall be redetermined, for voting purposes only, to exclude the Pro Rata Shares of the
Transaction of such Defaulting Buyers; and (b) at all times when two or more Buyers are party to this Agreement, the term “Requisite Buyers” shall in no event mean less than two Current Buyers (unless there are only two Buyers in
which case the term “Requisite Buyers” shall mean the Current Buyer(s)). 
 “Reserve Requirement”:
For any Pricing Period, the aggregate of the rates (expressed as a decimal fraction) of reserve requirements in effect during such Pricing Period (including 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 any Buyer. 
 “Responsible
Officer”: With respect to any Person, the chief executive officer, the chief financial officer, the chief accounting officer, the treasurer or the chief operating officer of such Person together with, in connection with a determination of
Knowledge, any employee, officer or director that has ongoing responsibilities in connection with the administration of the Repurchase Documents and/or the Purchased Asset. 
 “Retained Interest”: (a) With respect to the Purchased Asset, (i) all duties, obligations and liabilities of Seller thereunder, including payment and indemnity obligations,
(ii) all obligations of agents, trustees, servicers, administrators or other Persons under the documentation evidencing the Purchased Asset, and (iii) if any portion of the Indebtedness related to the Purchased Asset is owned by another
lender or is being retained by Seller, the interests, rights and obligations under such documentation to the extent they relate to such portion, and (b) with respect to the Purchased Asset with an unfunded commitment on the part of Seller, all
obligations to provide additional funding, contributions, payments or credits. 
 “S&P”: Standard and
Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. or, if Standard & Poor’s Ratings Services is no longer issuing ratings, another nationally recognized rating agency reasonably acceptable to Agent. 

“Sanctioned Entity”: (a) A country or a government of a country, (b) an agency of the government of a country,
(c) an organization directly or indirectly controlled by a country or its government, (d) a Person resident in or determined to be resident in a country, that (in the case of the preceding clauses (a), (b),
(c) and this clause (d)) is subject to a country sanctions program administered and enforced by the Office of Foreign Assets Control, or (e) a Person named on the list of Specially Designated Nationals maintained by the
Office of Foreign Assets Control. 
 “Second Notice”: Defined in the definition of Deemed Approval
Requirements. 
 “Securities Act”: Shall mean the Securities Act of 1933, together with any amendment thereto
or replacement thereof and any rules or regulations promulgated thereunder, as the same are amended from time to time. 

“Seller”: The Seller named in the preamble of this Agreement. 

  
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 “Seller’s Counsel”: Defined in Section 18.08(c).

 “Servicer”: Shall mean Midland Loan Services, a division of PNC Bank, National Association, in its capacity
as servicer under the Servicing Agreement, together with its successors and permitted assigns, or any other servicer approved by Agent. 
 “Servicing Agreement”: Shall mean a tri-party servicing agreement acceptable to Agent to be entered into by and among Seller, Buyer and Servicer on or prior to the Purchase Date, as the
same shall be amended, modified, waived, supplemented, extended, replaced or restated from time to time or such other replacement agreement entered into by Seller and Servicer (or Seller, Buyer and Servicer, as the case may be) for the servicing of
the Purchased Asset, acceptable to Agent in its discretion. 
 “Servicing File”: With respect to the Purchased
Asset, the file retained and maintained by Seller or Servicer including the originals or copies of all Purchased Asset Documents and other documents and agreements relating to the Purchased Asset, including to the extent applicable all servicing
agreements, files, documents, records, data bases, computer tapes, insurance policies and certificates, appraisals, other closing documentation, payment history and other records relating to or evidencing the servicing of the Purchased Asset, which
file shall be held by Seller and/or Servicer for and on behalf of Agent. 
 “Servicing Rights”: All right,
title and interest of Seller, Guarantor or any Affiliate of Seller or Guarantor in and to any and all of the following, to the extent applicable: (a) rights to service and collect and make all decisions with respect to the Purchased Asset,
(b) amounts received by Seller or any other Person for servicing the Purchased Asset, (c) late fees, penalties or similar payments with respect to the Purchased Asset, (d) agreements and documents creating or evidencing any such
rights to service, documents, files and records relating to the servicing of the Purchased Asset, and rights of Seller or any other Person thereunder, (e) escrow, reserve and similar amounts with respect to the Purchased Asset, (f) rights
to appoint, designate and retain any other servicers, sub-servicers, special servicers, agents, custodians, trustees and liquidators with respect to the Purchased Asset, and (g) accounts and other rights to payment related to the Purchased
Asset. 
 “Single Employer Plan”: Any Plan that is not a Multiemployer Plan. 

“Solvent”: With respect to any Person at any time, having a state of affairs such that all of the following conditions
are met at such time: (a) the fair value of the assets and property of such Person is greater than the amount of such Person’s liabilities (including disputed, contingent and unliquidated liabilities) as such value is established and
liabilities evaluated for purposes of Section 91(32) of the Bankruptcy Code, (b) the present fair salable value of the assets and property of such Person in an orderly liquidation of such Person is not less than the amount that will be
required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay
as such debts and liabilities mature, and (d) such Person is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which such Person’s assets and property would constitute unreasonably
small capital. 

  
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 “Special Purpose Entity”: A corporation, limited partnership or limited
liability company that, since the date of its formation (unless otherwise indicated in this Agreement) and at all times on and after the date hereof, has complied with and shall at all times comply with the provisions of Article 9.

 “Subsidiary”: With respect to any Person, any corporation, partnership, limited liability company or other
entity (heretofore, now or hereafter established) of which at least a majority of the securities or other ownership interests having by the terms thereof ordinary voting power to elect a majority of the board of directors or other persons performing
similar functions of such corporation, partnership, limited liability company or other entity (without regard to the occurrence of any contingency) is at the time directly or indirectly owned or controlled by such Person or one or more Subsidiaries
of such Person or by such Person and one or more Subsidiaries of such Person, and shall include all Persons the accounts of which are with those of such Person pursuant to GAAP. 

“Taxes”: Defined in Section 12.06(a). 

“Tax Indemnity Beneficiary”: Defined in the definition of Excluded Taxes. 

“Transaction”: With respect to the Asset, the sale and transfer of the Asset from Seller to Agent and initial Buyer
pursuant to the Repurchase Documents against the transfer of funds from initial Buyer to Seller representing the Original Purchase Price for the Asset. 
 “Transfer Authorizer Designation”: Defined in Section 18.26. 
 “UCC”: The Uniform Commercial Code as in effect in the State of New York; provided, that, if, by reason of Requirements of Law, the perfection or priority of the security interest
in the Purchased Asset is governed by the Uniform Commercial Code as in effect in a jurisdiction other than New York, “Uniform Commercial Code” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for
purposes of the provisions hereof relating to such perfection or priority. 
 “Underlying Loan Agreement”:
Means that certain Loan Agreement, dated as of the date hereof, between Seller and Underling Obligor. 
 “Underlying
Obligor”: Individually and collectively, as the context may require, the Mortgagor and other obligor or obligors under the Asset, including any other Person who has assumed or guaranteed the obligations of such Mortgagor under the Purchased
Asset Documents relating to the Asset. 
 “Underwriting Package”: With respect to the Asset, (a) the
internal underwriting asset summary and abridged business plan (redacted to protect confidential information), prepared by Seller for its evaluation of the Asset, (b) all documents, instruments and agreements made available to Seller in respect
of the closing of the origination of the Purchased Asset, (c) all Purchased Asset Documents required to be delivered to Custodian under the Custodial Agreement, (d) an appraisal, and (e) such further documents or information as Agent
may reasonably request. 

  
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 “Waterfall Account”: A segregated account to be established at Account
Bank, in the name of Seller, pledged to Agent and subject to a Controlled Account Agreement. 
 “Whole Loan”: A
first priority commercial real estate whole loan. 
 Section 2.01 Rules of Interpretation. Headings are for
convenience only and do not affect interpretation. The following rules of this Section 2.01 apply unless the context requires otherwise. The singular includes the plural and conversely. A gender includes all genders. Where a word or
phrase is defined, its other grammatical forms have a corresponding meaning. A reference to an Article, Section, Subsection, Paragraph, Subparagraph, Clause, Annex, Schedule, Appendix, Attachment, Rider or Exhibit is, unless otherwise specified, a
reference to an Article, Section, Subsection, Paragraph, Subparagraph or Clause of, or Annex, Schedule, Appendix, Attachment, Rider or Exhibit to, this Agreement, all of which are hereby incorporated herein by this reference and made a part hereof.
A reference to a party to this Agreement or another agreement or document includes the party’s permitted successors, substitutes or assigns. A reference to an agreement or document is to the agreement or document as amended, modified, novated,
supplemented or replaced, except to the extent prohibited by any Repurchase Document. A reference to legislation or to a provision of legislation includes a modification, codification, replacement, amendment or reenactment of it, a legislative
provision substituted for it and a rule, regulation or statutory instrument issued under it. A reference to writing includes a facsimile or electronic transmission and any means of reproducing words in a tangible and permanently visible form. A
reference to conduct includes an omission, statement or undertaking, whether or not in writing. A Default or Event of Default exists until it has been cured or waived in writing by Agent. The words “hereof,” “herein,”
“hereunder” and similar words refer to this Agreement as a whole and not to any particular provision of this Agreement, unless the context clearly requires or the language provides otherwise. The word “including” is not limiting
and means “including without limitation.” The word “any” is not limiting and means “any and all” unless the context clearly requires or the language provides otherwise. In the computation of periods of time from a
specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” and the word “through” means “to and
including.” The words “will” and “shall” have the same meaning and effect. A reference to day or days without further qualification means calendar days. A reference to any time means New York time. This Agreement may use
several different limitations, tests or measurements to regulate the same or similar matters. All such limitations, tests and measurements are cumulative and shall each be performed in accordance with their respective terms. Unless the context
otherwise clearly requires, all accounting terms not expressly defined herein shall be construed in accordance with GAAP, and all accounting determinations, financial computations and financial statements required hereunder shall be made in
accordance with GAAP, without duplication of amounts, and on a consolidated basis with all Subsidiaries. All terms used in Articles 8 and 9 of the UCC, and used but not specifically defined herein, are used herein as defined in such Articles 8 and
9. A reference to “fiscal year” and “fiscal quarter” means the fiscal periods of the applicable Person referenced therein. A reference to an agreement includes a security interest, guarantee, agreement or legally enforceable
arrangement whether or not in writing. A reference to a document includes an agreement (as so defined) in writing or a certificate, notice, instrument or document, or any information recorded in computer disk form. Whenever a Person is required to
provide any document to Agent or any Buyer under the Repurchase Documents, the relevant document shall 

  
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be provided in writing, including in the form of a PDF attachment to an electronic mail, or printed form unless Agent or such Buyer requests otherwise. At the request of Agent or such Buyer, the
document shall be provided in computer disk form or both printed and computer disk form. The Repurchase Documents are the result of negotiations between the Parties, have been reviewed by counsel to Agent and each Buyer and counsel to Seller, and
are the product of both Parties. No rule of construction shall apply to disadvantage one Party on the ground that such Party proposed or was involved in the preparation of any particular provision of the Repurchase Documents or the Repurchase
Documents themselves. Except where otherwise expressly stated, Agent may give or withhold, or give conditionally, approvals and consents, and may form opinions and make determinations, in its sole and absolute discretion subject in all cases to the
implied covenant of good faith and fair dealing. Reference in any Repurchase Document to Agent’s discretion, shall mean, unless otherwise expressly stated herein or therein, Agent’s sole and absolute discretion, and the exercise of such
discretion shall be final and conclusive. In addition, unless otherwise stated in a Repurchase Document, whenever Agent has a decision or right of determination, opinion or request, exercises any right given to it to agree, disagree, accept,
consent, grant waivers, take action or no action or to approve or disapprove (or any similar language or terms), or any arrangement or term is to be satisfactory or acceptable to or approved by Agent (or any similar language or terms), the decision
of Agent with respect thereto shall be in the sole and absolute discretion of Agent, and such decision shall be final and conclusive, absent manifest error. 
 ARTICLE 3 
 THE TRANSACTIONS 

Section 3.01 Procedures. 
 (a) Prior to the Closing Date, Seller delivered to initial Buyer the Underwriting Package for the Asset. On or prior to the Funding Expiration Date, with not less than three (3) Business Days’
prior written notice to Agent, Seller and Agent shall enter into the Transaction as evidenced by Seller sending Agent a notice substantially in the form of Exhibit A (“Transaction Request”) (i) describing the Asset
and (ii) specifying which (if any) of the representations and warranties of Seller set forth in this Agreement (including in Schedule II applicable to the Asset) Seller will be unable to make with respect to the Asset. Seller shall
promptly deliver to Agent and each Buyer any supplemental materials requested at any time by Agent or any Buyer, provided such requested supplemental materials are either in Seller’s possession or are reasonably obtainable by Seller. It is
expressly agreed and acknowledged that Agent is entering into the Transaction on behalf of each Buyer, on the basis of all such representations and warranties. In the event of either (i) a Representation Breach relating to
Section 7.10 or to a representation contained in Schedule II of this Agreement or (ii) a Representation Breach or breach of a covenant set forth in Article 8 hereof arising solely out of clause (f) of
the definition of “Material Adverse Effect”, Seller shall (x) by not later than the fifth (5th) Business Day after receipt of notice thereof from Agent or any Buyer or the discovery thereof by Seller, either remedy such
Representation Breach or deliver evidence to Agent that Guarantor has delivered to the investors in Guarantor capital calls in an amount sufficient to repurchase the Purchased Asset and (y) if the Representation Breach remains unremedied at the
end of the five (5) Business Day period referred to in the immediately preceding clause (x), repurchase the Asset in accordance with Section 3.05 by not later than ten (10) Business Days after the end of the initial
five (5) Business Day period referred to in the preceding clause (x). 

  
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 (b) By not later than the Purchase Date, Seller shall deliver to Agent an executed
preliminary Confirmation for the Transaction, describing the Asset and its proposed Purchase Date, Applicable Purchase Percentage and Original Purchase Price. If Agent, in its commercially reasonable discretion, requires changes to the preliminary
Confirmation, Seller shall make such changes and re-execute the preliminary Confirmation. Agent shall promptly execute and return the same to Seller, which shall thereupon become effective as the Confirmation of the Transaction. Upon the execution
of the Confirmation by Agent and Seller, the Transaction shall become effective and shall be subject to all of the terms and conditions of the Repurchase Documents. Agent’s purchase of the Asset shall be evidenced only by its execution and
delivery of the Confirmation. For the avoidance of doubt, neither Agent nor any Buyer shall (i) be bound by any preliminary or final non-binding determination referred to above, or (ii) be obligated to purchase the Asset notwithstanding
the Confirmation executed by the Parties unless and until all applicable conditions precedent in Article 6 have been satisfied or waived by Agent. 
 (c) The Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction covered thereby, and shall be construed to be cumulative to the extent possible. If terms
in a Confirmation are inconsistent with terms in this Agreement with respect to the Transaction, the Confirmation shall prevail. Whenever the Applicable Purchase Percentage or any other term of the Transaction (other than the Pricing Rate and
outstanding Purchase Price) with respect to the Asset is revised or adjusted in accordance with this Agreement, an amended and restated Confirmation reflecting such revision or adjustment and that is otherwise acceptable to the Parties shall be
prepared by Seller and executed by Seller and Agent. 
 (d) The fact that Agent or any Buyer has conducted or has failed to
conduct any partial or complete examination or any other due diligence review of the Asset or Purchased Asset shall in no way affect any rights Agent or any Buyer may have under the Repurchase Documents or otherwise with respect to any
representations or warranties or other rights or remedies thereunder or otherwise. 
 (e) The Transaction shall not be entered
into if (i) any Default or Event of Default exists or would exist as a result of such Transaction or (ii) after giving effect to the Transaction, the Purchase Price of the Purchased Asset would exceed the Maximum Purchase Price.

 Section 3.02 Transfer of Purchased Asset; Servicing Rights. On the Purchase Date, and subject to the satisfaction
of all applicable conditions precedent in Article 6, (a) ownership of and title to the Purchased Asset shall be transferred to and vest in Agent and each Buyer or their respective designee against the simultaneous transfer of the
Purchase Price for the Purchased Asset to the account of Seller specified in Annex 1 (or if not specified therein, in the related Confirmation or as directed by Seller), and (b) Seller hereby sells, transfers, conveys and assigns to
Agent on a servicing-released basis all of Seller’s right, title and interest (but no Retained Interests) in and to the Purchased Asset, together with all related Servicing Rights. The 

  
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Servicing Rights and other servicing provisions under this Agreement are not severable from or to be separated from the Purchased Asset 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 Repurchase Documents. Subject to the satisfaction of all conditions precedent set forth in Article 6, Buyer agrees to pay to Seller the Original Purchase Price for the Purchased Asset. 

Section 3.03 Disbursement to Seller. Seller may request and receive only one payment hereunder in respect of the Transaction.
Seller is not entitled to receive any additional payment hereunder as a result of any payment by Seller to Agent and/or Buyer hereunder with respect to the Repurchase Price. 
 Section 3.04 Early Repurchase Date; Voluntary Reduction of Purchase Price; Mandatory Reductions of Purchase Price. 
 (a) Except as set forth in Sections 3.04(b), (d) and (e) hereof, Seller shall not have any right to terminate the Transaction and repurchase the Purchased Asset prior to the
Repurchase Date. Except as set forth in Section 3.04(c) and Section 3.06(a)(i)(E) hereof, Seller shall not have any right to reduce the outstanding Purchase Price prior to the Repurchase Date. 

(b) Notwithstanding anything herein to the contrary, during the continuance of a Purchased Asset Event of Default, Seller may terminate
the Transaction with respect to the Purchased Asset and repurchase the Purchased Asset on any date prior to the Repurchase Date (an “Early Repurchase Date”); provided, that: 

(i) Seller notifies Agent at least three (3) Business Days before the proposed Early Repurchase Date identifying the
Purchased Asset to be repurchased and the Repurchase Price thereof, 
 (ii) Seller delivers a certificate from a
Responsible Officer of Seller in form and substance reasonably satisfactory to Agent, certifying that (1) no Default or Event of Default exists or would exist as a result of such repurchase which would continue after the completion of such
repurchase and (2) there are no other Liens on the Purchased Asset other than Buyer’s Lien or a Permitted Lien which would continue after the completion of such repurchase, 

(iii) if the Early Repurchase Date is not a Remittance Date, Seller pays to Agent any amount due under
Section 12.03, and 
 (iv) Seller thereafter complies with Section 3.05. 

(c) Notwithstanding anything herein to the contrary, upon any prepayment or repayment in part of the debt evidenced by the Mortgage Note
with respect to the Purchased Asset in part in accordance with to the Purchased Asset Documents, Seller shall deposit all amounts received by Seller with respect to such prepayment or repayment of the debt evidenced by the Mortgage Note into the
Waterfall Account to be applied pursuant to Article 5 hereof. Seller shall not be permitted to terminate the Transaction or repurchase the Purchased Asset in connection with a reduction of the outstanding Purchase Price pursuant to this
Section 3.04(c). 

  
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 (d) Notwithstanding anything herein to the contrary, upon the prepayment or repayment in
full of the debt evidenced by the Mortgage Note with respect to the Purchased Asset in accordance with the Purchased Asset Documents and the satisfaction in full of all other obligations of the Underlying Obligor with respect to the Purchased Asset,
Seller shall (i) repurchase the Purchased Asset simultaneously with the prepayment or repayment of the debt evidenced by the Mortgage Note with respect to the Purchased Asset and (ii) comply with Section 3.05 hereof. Upon the
satisfaction of the terms and conditions of this Section 3.04(d), the Transaction shall terminate with respect to the Purchased Asset. 
 (e) Notwithstanding anything in this Agreement, and in addition to other rights and remedies of Agent or any Buyer under any Repurchase Document, Seller shall immediately repurchase in accordance with
Section 3.05 the Purchased Asset if a Repurchase Obligation Trigger Event occurs. 
 Section 3.05
Repurchase. On the Repurchase Date (or Early Repurchase Date, if applicable), or on the date of any pay-off of the Purchased Asset pursuant to which the obligor thereunder is released from future payment obligations in accordance with this
Agreement, or upon the payment in full for any reason of the Repurchase Price with respect to the Purchased Asset, Seller shall transfer to Agent the Repurchase Price for the Purchased Asset as of the Repurchase Date (or Early Repurchase Date, if
applicable) and, so long as no Event of Default has occurred and is continuing, Agent shall promptly transfer to Seller the Purchased Asset in accordance with Section 18.19, whereupon the Transaction with respect to the Purchased Asset
shall terminate; provided, however, that in the event of a pay-off of the Purchased Asset, Agent shall transfer the Purchased Asset to Seller regardless of whether an Event of Default has occurred and is continuing. Any Income with
respect to the Purchased Asset received by Agent or any Buyer or Account Bank after payment of the Repurchase Price therefor shall be promptly remitted to Seller. Notwithstanding the foregoing, not later than the Facility Termination Date, Seller
shall repurchase the Purchased Asset by paying to Agent the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. Agent shall promptly remit to Seller the excess, if any, remaining after application of such funds
and any Income to the outstanding Repurchase Obligations. 
 Section 3.06 Extension Option. 

(a) At the request of Seller delivered to Agent (an “Extension Exercise Notice”), Agent and each Buyer shall grant two
(2) extensions of the Facility Termination Date for a period of twelve (12) months each (each an “Extension Option”), subject to the satisfaction of the conditions set forth below with respect to each Extension Option (the
“Extended Facility Termination Date”). Any extension of the Facility Termination Date pursuant to this Section 3.06(a) shall be subject to the following: 

(i) If no Purchased Asset Event of Default exists on the Facility Termination Date (or Extended Facility Termination Date,
as applicable): 
 (A) Seller has delivered to Agent an Extension Exercise Notice with respect to the applicable
Extension Option within five (5) Business Days after Seller’s receipt of notice from the Underlying Obligor that the Underlying Obligor has elected to exercise the Underlying Obligor’s then-applicable extension option in accordance
with the Purchased Asset Documents, 

  
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 (B) the maturity date of the Purchased Asset has been extended in
accordance with the terms and conditions of the Underlying Loan Agreement, 
 (C) no Event of Default exists on
the date of the request to extend or the Facility Termination Date (or Extended Facility Termination Date, as applicable), 
 (D) the payment by Seller to Agent of the Extension Fee on or before the Facility Termination Date (or Extended Facility Termination Date, as applicable), which payment may be made by Seller at any time
on or before the Facility Termination Date (or Extended Facility Termination Date, as applicable) in Seller’s sole discretion, and 
 (E) if required by Agent pursuant to the last paragraph of this Section 3.06, Agent shall have received an Appraisal with respect to the individual Mortgaged Properties securing Purchased
Asset which confirms that the LTV as of the Facility Termination Date (or Extended Facility Termination Date, as applicable) shall be equal to or less than fifty-four percent (54%); provided, however, that Seller shall have the right
to reduce the outstanding Purchase Price on or prior to the Facility Termination Date (or Extended Facility Termination Date, as applicable), without premium or penalty, in such an amount necessary to cause the LTV to be equal to or less than
fifty-four percent (54%). 
 (ii) If a Purchased Asset Event of Default exists on the Facility Termination Date
(or Extended Facility Termination Date, as applicable): 
 (A) Seller has delivered to Agent an Extension
Exercise Notice with respect to the applicable Extension Option no earlier than four (4) months or later than thirty (30) days before the Facility Termination Date (or Extended Facility Termination Date, as applicable), 

(B) no Event of Default exists on the date of the request to extend or the Facility Termination Date (or Extended
Facility Termination Date, as applicable), 
 (C) the payment by Seller to Agent of the Extension Fee, if any,
on or before the Facility Termination Date (or Extended Facility Termination Date, as applicable), which payment may be made by Seller at any time on or before the Facility Termination Date (or Extended Facility Termination Date, as applicable) in
Seller’s sole discretion, 

  
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 (D) Seller has delivered evidence reasonably satisfactory to Agent that
Seller is diligently pursuing a resolution and/or cure of the Purchased Asset Event of Default; and 
 (E)
Seller continues to pay as and when due pursuant to the Repurchase Documents the Price Differential, any reduction in Purchase Price, and Fees and any other amounts, sums of money, payments, deposits or premiums due under the Repurchase Documents.

 (b) If (i) Seller has exercised each applicable Extension Option in accordance with Section 3.06(a) hereof,
(ii) a Purchased Asset Event of Default has occurred after the exercise of each applicable Extension Option in accordance with Section 3.06(a) hereof and is continuing, and (iii) a Conversion has not occurred on or prior to the
then-current Extended Facility Termination Date, then Agent and each Buyer shall grant one (1) additional extension of the Facility Termination Date for a period of twelve (12) months subject to the satisfaction of the conditions set forth
below: 
 (i) Seller has delivered to Agent an Extension Exercise Notice with respect to the applicable Extension
Option no earlier than four (4) months or later than thirty (30) days before the then-current Extended Facility Termination Date, 
 (ii) no Event of Default exists on the date of the request to extend or the then-current Extended Facility Termination Date, and 

(iii) Seller has delivered evidence reasonably satisfactory to Agent that Seller is diligently pursuing a resolution
and/or cure of the Purchased Asset Event of Default. 
 (iv) Seller continues to pay as and when due pursuant to
the Repurchase Documents the Price Differential, any reduction in Purchase Price, and Fees and any other amounts, sums of money, payments, deposits or premiums due under the Repurchase Documents. 

In the event Seller timely requests an extension of the Facility Termination Date (or Extended Facility Termination Date, as applicable) pursuant to this
Section 3.06(a)(i), then Seller shall, at no cost or expense to Agent or Buyer, order and commission pursuant to the Purchased Asset Documents, and deliver to Agent, an Appraisal of the Mortgaged Property in form reasonably acceptable to
Agent for purposes of determining whether Section 3.06(a)(i)(E) above shall be satisfied as of the Facility Termination Date (or Extended Facility Termination Date, as applicable). If Seller fails to deliver such Appraisal to Agent
within five (5) Business Days prior to the Facility Termination Date (or Extended Facility Termination Date, as applicable), then Agent shall have the right to obtain an appraisal for any Mortgaged Property for purposes of determining whether
Section 3.06(a)(i)(F) above shall be satisfied as of the Facility Termination Date (or Extended Facility Termination Date, as applicable), and Seller shall be responsible for the reasonable out-of-pocket costs and expenses incurred by
Agent in obtaining any such Appraisal. 

  
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 Section 3.07 Payment of Price Differential and Fees. 

(a) Notwithstanding that Agent, each Buyer and Seller intend that the Transaction hereunder be a sale to Agent and each Buyer of the
Purchased Asset, Seller shall pay to Agent the accrued value of the Price Differential for the Purchased Asset on each Remittance Date. Agent shall give Seller notice of the Price Differential and any fees and other amounts due under the Repurchase
Documents on or prior to the second (2nd) Business Day preceding each Remittance Date; provided, that Agent’s failure to deliver such notice shall not affect Seller’s obligation to pay such amounts. If the Price Differential
includes any estimated Price Differential, Agent shall recalculate such Price Differential after the Remittance Date and, if necessary, make adjustments to the Price Differential amount due on the following Remittance Date. 

(b) Seller shall pay to Agent all fees and other amounts, including, without limitation, any Fees, as and when due as set forth in this
Agreement and the Fee and Pricing Letter. 
 Section 3.08 Payment, Transfer and Custody. 

(a) Unless otherwise expressly provided herein, all amounts required to be paid or deposited by Seller, Guarantor or any other Person
under the Repurchase Documents shall be paid or deposited in accordance with the terms hereof no later than 3:00 p.m. (Central Standard Time) on the day when due, in immediately available Dollars and without deduction, setoff or counterclaim, and if
not received before such time shall be deemed to be received on the next Business Day. Whenever any payment under the Repurchase Documents shall be stated to be due on a day other than a Business Day, such payment shall be made on the next following
Business Day, and such extension of time shall in such case be included in the computation of such payment. Seller shall, to the extent permitted by Requirements of Law, pay to Agent (in addition to, and together with, such past-due Repurchase
Price) a late fee equal to one percent (1%) of the total amount of the late payment, plus interest on such past-due amount as provided in Section 18.16, together with any other amounts not paid when due under the Repurchase
Documents, until all such past-due amounts are received in full by Agent; provided, that notwithstanding the foregoing, Seller shall not have any obligation to pay such late fee (x) with respect to up to three (3) such late payments
that occur prior to the Repurchase Date (unless such late payments occur on consecutive Remittance Dates in which event the late fee shall apply on the third (3rd) such Remittance Date) or (y) on the Repurchase Date which occurs on the
Facility Termination Date. Amounts payable to a Buyer and not otherwise required to be deposited into the Waterfall Account shall be deposited into an account of such Buyer. Seller shall have no rights in, rights of withdrawal from, or rights to
give notices or instructions regarding any Buyer’s account or the Waterfall Account. Amounts in the Waterfall Account may be invested at the direction of Agent in cash equivalents before they are distributed in accordance with Article 5.

 (b) Any Purchased Asset Documents not delivered to Agent or Custodian are and shall be held in trust by Seller or its agent
for the benefit of each Buyer as the owner thereof. Seller or its agent shall maintain a copy of the Purchased Asset Documents and the originals of the Purchased Asset Documents not delivered to Agent or Custodian. The possession of Purchased Asset
Documents by Seller or its agent is in a custodial capacity only at the will of Agent and for the sole purpose of assisting the Servicer with its duties under the Servicing 

  
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Agreement. Each Purchased Asset Document retained or held by Seller or its agent shall be segregated on Seller’s books and records from the other assets of Seller or its agent, and the books
and records of Seller or its agent shall be marked to reflect clearly the sale of the Purchased Asset to Agent and each Buyer on a servicing-released basis. Seller or its agent shall release its custody of the Purchased Asset Documents only in
accordance with written instructions from Agent, unless such release is required as incidental to the servicing of the Purchased Asset or is in connection with a repurchase the Purchased Asset by Seller, in each case in accordance with the Custodial
Agreement. 
 Section 3.09 Repurchase Obligations Absolute. All amounts payable by Seller under the Repurchase
Documents shall be paid without notice, demand, counterclaim, setoff, deduction or defense (as to any Person and for any reason whatsoever) and without abatement, suspension, deferment, diminution or reduction (as to any Person and for any reason
whatsoever), and the Repurchase Obligations shall not be released, discharged or otherwise affected, except as expressly provided herein, by reason of: (a) any damage to, destruction of, taking of, restriction or prevention of the use of,
interference with the use of, title defect in, encumbrance on or eviction from, the Purchased Asset or any Mortgaged Property, (b) any Insolvency Proceeding relating to Seller or any Underlying Obligor, or any action taken with respect to any
Repurchase Document or Purchased Asset Document by any trustee or receiver of Seller or any Underlying Obligor or by any court in any such proceeding, (c) any claim that Seller has or might have against Agent or any Buyer under any Repurchase
Document or otherwise, (d) any default or failure on the part of Agent or any Buyer to perform or comply with any Repurchase Document or other agreement with Seller; provided, however, that the foregoing shall not release Agent or
any Buyer of its obligation to release and transfer the Purchased Asset back to Seller or Seller’s designee in a simultaneous transaction upon payment in full of the Repurchase Price, (e) the invalidity or unenforceability of the Purchased
Asset, any Repurchase Document or any Purchased Asset Document, or (f) any other occurrence whatsoever, whether or not similar to any of the foregoing, and whether or not Seller has notice or Knowledge of any of the foregoing. The Repurchase
Obligations shall be full recourse to Seller. This Section 3.09 shall survive the termination of the Repurchase Documents and the payment in full of the Repurchase Obligations. 

ARTICLE 4 

CONVERSION OF PURCHASED ASSET TO REO PROPERTY 
 Section 4.01 Conversion of Purchased Asset to REO Property. Seller may, from time to time after the occurrence of a Material Default with respect to the Purchased Asset with the approval of
Agent (such approval not to be unreasonably withheld, conditioned or delayed), Convert all or part of the Mortgaged Properties securing the Purchased Asset (or the entire Pledged Collateral) to REO Property by satisfying the Conversion Conditions.
Each date of Conversion of all or part of the Mortgaged Properties securing the Purchased Asset (or the entire Pledged Collateral), as evidenced by the recording of the related sale deed in the applicable county records (which shall occur not later
than five (5) Business Days after the related foreclosure sale date or other resolution date) (or the taking of ownership to the Pledged Collateral) is referred to as the “Conversion Date” for the Purchased Asset. In the event
that all or part of the Mortgaged Properties securing the Purchased Asset (or the entire Pledged 

  
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Collateral) is Converted to REO Property by Seller in accordance with this Article 4, any term, condition or provision hereunder or under any other Repurchase Agreement applicable to the
Purchased Asset shall continue to apply to the related REO Property owned by the related REO Owner and the related REO Mortgage to the same extent as if the all or part of the Mortgaged Properties securing the Purchased Asset was not subject to a
Conversion (or the entire Pledged Collateral). 
 Section 4.02 Conversion Conditions. To Convert all or part of the
Mortgaged Properties (or the entire Pledged Collateral) securing the Purchased Asset to REO Property, Seller shall satisfy each of the following conditions (the “Conversion Conditions”): 

(a) Seller shall give Agent at least ten (10) Business Days prior written notice (or such shorter period as may be acceptable to
Agent in its sole and absolute discretion) of Seller’s intent to Convert the Purchased Asset, which notice shall specify the anticipated Conversion Date (a “Notice of Conversion”); 

(b) no Event of Default shall exist; 
 (c) Prior to the occurrence of any Conversion, Seller shall form a new separate REO Owner (for each REO Property) for the purpose of (i) taking the deed to the applicable Mortgaged Property in the
name of such REO Owner, (ii) taking sole ownership and title to the Pledged Collateral in the name of the REO Owner or (iii) taking the Purchased Asset by assignment in the name of such REO Owner and thereafter taking the deed to the
related Mortgaged Property in the name of such REO Owner, and on the date on which such REO Owner is formed, such REO Owner shall execute a guaranty agreement (guaranteeing Seller’s obligations under this Agreement and the other Repurchase
Documents), in form and substance reasonably acceptable to Agent; and 
 (d) Prior to the occurrence of any Conversion, Seller
and the applicable REO Owner shall deliver or cause to be delivered to Agent the following items: 
 (i) a true
and complete copy of the Governing Documents, together with any original certificate representing 100% of the ownership interests in such REO Owner endorsed or otherwise assigned in blank or to Agent for the benefit of Buyers hereunder; 

(ii) a pledge agreement, in form and substance reasonably acceptable to Agent, whereby Seller pledges all of its right,
title and interest in such REO Owner, as additional collateral hereunder; 
 (iii) copies of UCC financing
statements required under the pledge agreement referenced in Section 4.02(d)(ii) with evidence of filing thereon that names Seller as debtor and the Agent, on behalf of Buyers hereunder, as secured party and that describes “all
assets in which the debtor now or hereafter has rights” as the collateral in which the Agent, on behalf of Buyers hereunder, has a grant; 
 (iv) an updated organizational chart of Seller including such REO Owner; 

  
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 (v) an original REO Mortgage on the related Mortgaged Property securing the
applicable REO Owner’s obligations under the guaranty agreement referenced in Section 4.02(c); 

(vi) a true and complete copy of the deed, lease (and all amendments and modifications thereof and any nondisturbance or
other agreements related thereto), if any, or other instrument pursuant to which the related REO Owner, if any, acquired or will acquire its interest in the related REO Property; 

(vii) an original title insurance policy, in form and substance reasonably acceptable to Agent, insuring the REO Mortgage
as a first priority lien on the applicable Mortgaged Property, subject to no lien or encumbrance other than Permitted Liens, together with a tie-in endorsement if available at commercially reasonable rates, in an amount equal to at least the
Original Purchase Price for the Purchased Asset from a title insurance company reasonably acceptable to Agent; provided, that in lieu of obtaining a new original title insurance policy, Seller and the applicable REO Owner may, at their
option, obtain a date-down endorsement (in form and substance reasonably acceptable to Agent) of the existing title insurance policy subject to the approval of Agent (such approval not to be unreasonably withheld, conditioned or delayed);

 (viii) a copy of an original owner’s policy insuring the related REO Owner as the owner of the related
REO Property in an amount equal to at least the Original Purchase Price for the Purchased Asset; 
 (ix) a copy
of any operating or master lease, if any, with respect to such REO Property, in form and substance acceptable to Agent, together with any subordination agreements as Agent may require; 

(x) an asset management agreement, in form and substance acceptable to Agent, providing for property management of the REO
Property, together with any assignment and subordination agreements as Agent may require; 
 (xi) copies of UCC
financing statements with evidence of filing thereon that names REO Owner as debtor and the Agent, on behalf of Buyers hereunder, as secured party and that describes “all assets in which the debtor now or hereafter has rights” as the
collateral in which the Agent, on behalf of Buyers hereunder, has a grant; 
 (xii) to the extent in
Seller’s or REO Owner’s possession or control, copies of any other material written agreements related to such REO Property or any other documents, reports and/or certifications executed and/or delivered by the related Underlying Obligor,
the Seller, the REO Owner or any other person or entity in connection with the closing of the Conversion or with respect to such REO Property or any amendment thereof and any legal opinions delivered in connection with the closing of the Conversion;

 (xiii) such other documents and instruments as Agent may reasonably require in order to obtain and perfect a
first priority security interest in (x) the related REO Property and/or REO Owner’s interest therein and (y) the REO Owner; 

  
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 (xiv) an environmental indemnity agreement, in form and substance reasonably
acceptable to Agent, executed by Seller, such REO Owner and Guarantor; 
 (xv) opinions of counsel, in form and
substance reasonably acceptable to Agent (provided, that opinions of counsel in form and substance consistent with similar opinions delivered on the Closing Date shall be deemed reasonably acceptable), with respect to (i) entity matters and
enforceability of the related guaranty agreement, pledge agreement, REO Mortgage and environmental indemnity agreement, (ii) the creation and perfection of the Agent’s (on behalf of the Buyers hereunder) security interest in all of the
assets of Seller (with respect to such REO Owner) and REO Owner and (iii) bankruptcy safe-harbor protection; 
 (xvi) certificates of insurance, satisfactory to Agent, evidencing that customary insurance has been obtained and is in full force and effect with respect to such REO Property; 

(xvii) an environmental site assessment (subject to any limitations set forth in the underlying Purchased Asset Documents)
and confirmation from Seller and the applicable REO Owner pursuant to Section 4.04 hereof; 
 (xviii)
such due diligence materials as Agent may reasonably require; and 
 (xix) such other documents, certificates,
agreements (including, without limitation, any necessary comfort letters, replacement franchise agreements or assumptions thereof or any amendments or modifications to the Repurchase Documents necessary to establish cash management, escrows and
reserves with respect to the applicable REO Property or to recognize that the Purchased Asset has been subject to a Conversion) or materials as Agent may reasonably require. 
 Section 4.03 Recording. In connection with the transactions contemplated by this Article 4, the Seller and applicable REO Owner shall promptly duly record or file each of the documents,
instruments and agreements delivered to the Agent pursuant to Section 4.02 in such manner and in such places as is required by law to establish, preserve, protect and perfect the interests and rights created or intended to be created by
this Agreement, the related REO Mortgage and the other Repurchase Documents, and the Seller and applicable REO Owner shall pay all transfer and mortgage recording taxes, fees and other charges in connection with the execution, delivery and/or filing
thereof. 
 Section 4.04 Environmental Compliance. Notwithstanding anything to the contrary herein, neither the
Seller nor any REO Owner shall obtain title to a Mortgaged Property or the Pledged Collateral in connection with any Conversion, if as a result of any such action Agent reasonably determines after consulting with legal counsel and duly qualified
environmental specialists that (i) Seller or any REO Owner would fail to qualify under applicable CERCLA liability exemptions for lenders or bona fide prospective purchasers or (ii) that Agent or any Buyer would be considered to hold title
to, to be a “mortgagee-in-possession” of, or to be an “owner” or “operator” of such Mortgaged Property within the meaning of the Comprehensive Environmental Responsibility, Cleanup and Liability Act of 1980, as amended
from time to time, 

  
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or any comparable law, unless the Agent has previously reasonably determined, based on an Environmental Site Assessment prepared by an Independent Person who regularly conducts environmental
audits, that: 
 (a) such Mortgaged Property is in compliance in all material respects with applicable environmental laws, or,
if not, that it is reasonably prudent (as determined by Agent) to take such actions as are necessary to bring the Mortgaged Property in compliance in all material respects therewith; and 

(b) there are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any Hazardous Substances
for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any then effective federal, state or local law or regulation, or that, if any such Hazardous Substances are present for which such action
could be required, it is reasonably prudent (as determined by Agent) to take such actions with respect to the affected Mortgaged Property. 
 In the event that the environmental site assessment first obtained by the Seller with respect to the applicable Mortgaged Property indicates that such Mortgaged Property may not be in compliance with
applicable environmental laws or that Hazardous Substances may be present but does not definitively establish such fact, the Seller shall cause such further environmental tests as the Agent shall deem reasonably prudent. Any such tests shall be
deemed part of the environmental site assessment obtained by the Seller for purposes of this Section 4.04. 

Section 4.05 Completion of Conversion. Upon the Conversion Date relating to the Conversion of the Purchased Asset, so long as
Seller has satisfied the Conversion Conditions and except to the extent previously delivered to Seller, Buyer shall, on such date (a) promptly deliver to Seller or a designee the related transfer documents and any and all other documents and
instruments held by Buyer related to the Purchased Asset, and (b) solely for purposes of consummating the Conversion, be deemed to have simultaneously (x) transferred and released to Seller all of Buyer’s right, title and interest in
and to the Purchased Asset (including all Servicing Rights and Income related thereto, subject to Seller’s obligations to cause all such Income to be deposited in the Waterfall Account and to satisfy the Conversion Conditions (including,
without limitation, executing and delivering a REO Mortgage on the related Mortgaged Property in favor of Agent and securing the Repurchase Obligations)), and (y) released its lien on and security interest in the Purchased Asset and to have
irrevocably authorized Seller (or a designee thereof) to file any UCC filing statements or mortgage assignments (without representation or warranty), releases or mortgage, as applicable to terminate its lien on and security interest in the Purchased
Asset. 
 ARTICLE 5 
 APPLICATION OF INCOME 
 Section 5.01 Waterfall Account. The
Waterfall Account shall be established at the Account Bank. Agent shall have sole dominion and control (including, without limitation, “control” within the meaning of Section 9-104(a) of the UCC) over the Waterfall Account. Neither
Seller nor any Person claiming through or under Seller shall have any claim to or interest 

  
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in the Waterfall Account. All Income received by Seller, Agent, any Buyer, Servicer or Account Bank in respect of the Purchased Asset, as well as any interest received from the reinvestment of
such Income, shall be deposited directly into the Waterfall Account and shall be applied to and remitted by Waterfall Account Bank in accordance with this Article 5. 
 Section 5.02 Before an Event of Default. 
 (a) If no Event of Default
exists, all Income described in Section 5.01 and deposited into the Waterfall Account during each Pricing Period (other than Principal Payments, Fees and amounts which Servicer is permitted to withhold and retain in accordance with the
Servicing Agreement) (collectively, the “Non-Principal Income”) shall be applied by Account Bank by no later than the next following Remittance Date in the following order of priority: 

first, to pay amounts due and payable from Seller under any Derivatives Contract that is included among the
Purchased Asset Documents; provided, however, that for any such Derivatives Contract, such payments shall not exceed the amount of Non-Principal Income deposited into the Waterfall Account during the applicable Pricing Period on
account of the Purchased Asset; 
 second, to pay to Agent an amount equal to the Price Differential
accrued with respect to the Purchased Asset as of such Remittance Date; 
 third, to pay to Agent an
amount equal to all default interest, late fees, fees, expenses and Indemnified Amounts then due and payable from Seller and other applicable Persons to Agent or any Buyer under the Repurchase Documents; 

fourth, to pay any custodial and servicing fees and expenses due and payable under the Custodial Agreement and the
Servicing Agreement; 
 fifth, to pay to Agent any other amounts due and payable from Seller and other
applicable Persons to Agent or any Buyer under the Repurchase Documents; 
 sixth, to pay any amounts due
and payable from Seller under any Derivatives Contract that is included among the Purchased Asset Documents to the extent the same were not paid pursuant to clause first of this Section 5.02(a); and 

seventh, (i) if a Default exists, to be held in the Waterfall Account until such Default is (A) cured, at
which time to be applied in accordance with clause (ii) below, or (B) matures into an Event of Default, at which time to be applied in accordance with Section 5.03; and (ii) if no Default exists, to pay to Seller any
remainder for its own account. 
 (b) If no Event of Default exists, all Principal Income shall be applied by Account Bank by no
later than the next following Remittance Date in the following order of priority: 
 first, to pay to
Agent, an amount equal to Buyer’s Percentage Share of such Income, to reduce the outstanding Purchase Price to zero; and 

  
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 second, to pay to Agent any other amounts due and payable from Seller
and other applicable Persons to Agent or any Buyer under the Repurchase Documents; and 
 third, if no
Default exists, to pay to Seller any remainder for its own account. 
 (c) Seller shall pay to Agent Buyer’s Percentage
Share of any and all Fees received by Seller in accordance with the Fee and Pricing Letter, regardless of whether or not the Transaction has occurred, within one (1) Business Day after receipt thereof by Seller; provided, however, that upon the
occurrence and during the continuance of an Event of Default, Seller shall pay to Agent 100% of all Fees received by Seller, regardless of whether or not the Transaction has occurred, within one (1) Business Day after receipt thereof by Seller.

 Section 5.03 After Event of Default. If an Event of Default exists, all Income (other than Fees, which shall be
payable pursuant to Section 5.02(c) hereof) deposited into the Waterfall Account in respect of the Purchased Asset shall be applied by Account Bank, on the Business Day next following the Business Day on which each amount of Income is so
deposited, in the following order of priority: 
 first, to pay to Agent an amount equal to the Price
Differential accrued with respect to the Purchased Asset as of such date; 
 second, to pay to Agent an
amount equal to all default interest, late fees, fees, expenses and Indemnified Amounts then due and payable from Seller and other applicable Persons to Agent or any Buyer under the Repurchase Documents; 

third, to pay to Agent an amount equal to the Repurchase Price of the Purchased Asset (to be applied in such order
and in such amounts as determined by Agent, until such Repurchase Price has been reduced to zero); 

fourth, to pay to Agent all other Repurchase Obligations due to Agent or any Buyer; and 

fifth, to pay the surplus, if any, to whoever may be lawfully entitled to receive such surplus. 

Section 5.04 Seller to Remain Liable. If the amounts remitted to Agent and any Buyer as provided in Sections 5.02 and
5.03 are insufficient to pay all amounts due and payable from Seller to Agent and any Buyer under this Agreement or any Repurchase Document on a Remittance Date, a Repurchase Date, upon the occurrence of an Event of Default or otherwise,
Seller shall nevertheless remain liable for and shall pay to Agent and such Buyer when due all such amounts. 

  
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 ARTICLE 6 
 CONDITIONS PRECEDENT; POST CLOSING OBLIGATION 
 Section 6.01
Conditions Precedent to Closing Date. Agent and Buyers shall not be obligated to enter into the Transaction or purchase the Asset until the following conditions have been satisfied or waived by Agent, on and as of the Closing Date and the
initial Purchase Date: 
 (a) Agent has received the following documents, each dated the Closing Date or as of the Closing Date
unless otherwise specified: (i) each Repurchase Document duly executed and delivered by the parties thereto, (ii) an official good standing certificate dated a recent date with respect to Seller, (iii) certificates of the secretary or
an assistant secretary of Seller with respect to attached copies of the Governing Documents and applicable resolutions of Seller, and the incumbencies and signatures of officers of Seller executing the Repurchase Documents to which it is a party,
evidencing the authority of Seller with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) intentionally omitted, (vi) such customary opinions from counsel to Seller as Agent may require,
including with respect to corporate matters, enforceability, non-contravention, no consents or approvals required other than those that have been obtained, perfected security interests in the Purchased Asset and any other collateral pledged pursuant
to the Repurchase Documents, Investment Company Act matters, and, if applicable, true sale (limited to transfers of the Purchased Asset between Seller and any of its Affiliates, but not with respect to transfers of the Purchased Asset from Seller to
Agent and each Buyer), and the applicability of Bankruptcy Code safe harbors, and (vii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as it may require; 

(b) (i) UCC financing statements have been filed against Seller in all filing offices required by Agent, (ii) Agent has received
such searches of UCC filings, tax liens, judgments, pending litigation and other matters relating to Seller and the Purchased Asset as Agent may require, and (iii) the results of such searches are satisfactory to Agent; and 

(c) Agent has received payment from Seller of all fees and expenses then payable under the Fee and Pricing Letter and the other
Repurchase Documents, as contemplated by Section 13.02. 
 Section 6.02 Conditions Precedent to the
Transaction. Agent shall not be obligated to enter into the Transaction, purchase the Asset, or be obligated to take, fulfill or perform any other action hereunder, until the following additional conditions have been satisfied or waived by
Agent, with respect to the Asset on and as of the Purchase Date: 
 (a) Agent has received the following documents: (i) a
Transaction Request, (ii) a Confirmation, (iii) Irrevocable Redirection Notices, (iv) subject to Section 6.03 hereof, a trust receipt and other items required to be delivered under the Custodial Agreement, and (v) if
applicable and to the extent not previously delivered, opinions of counsel with respect to true sale (limited to transfers of the Purchased Asset between Seller and any of its Affiliates, but not with respect to transfers of the Purchased Asset from
Seller to Buyer) as Agent may require in order to confirm its perfected security interest in the Purchased Asset; 

  
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 (b) immediately before the Transaction and after giving effect thereto and to the intended
use thereof, no Representation Breach (including with respect to the Purchased Asset), Default, Event of Default, Material Adverse Effect or Market Disruption Event exists; 
 (c) Agent has executed the Confirmation; 
 (d) the Purchase Price for the
Transaction does not exceed the Maximum Purchase Price after giving effect to the Transaction; 
 (e) the Purchase Date is not
later than the Funding Expiration Date and the Repurchase Date specified in the Confirmation is not later than the Facility Termination Date; 
 (f) Agent has not received notice and has no knowledge that Seller has not satisfied in all material respects all requirements and conditions and has performed in all material respects all covenants,
duties, obligations and agreements contained in the Repurchase Documents to be performed by such Person on or before the Purchase Date; 
 (g) to the extent the Purchased Asset Documents contain notice, cure and other provisions in favor of a pledgee under a repurchase or warehouse facility, and without prejudice to the sale treatment of the
Asset to Agent and each Buyer, Agent and each Buyer have received evidence that Seller has given notice to the applicable Persons of Agent and each Buyer’s interest in the Asset and otherwise satisfied any other applicable requirements under
such pledgee provisions so that Agent is entitled to the rights and benefits of a pledgee under such pledgee provisions; 
 (h)
Agent shall have received executed blank assignments of the Purchased Asset Documents (which where applicable shall be in appropriate form for recording in the jurisdiction in which the underlying real estate is located) (the “Blank
Assignment Documents”); 
 (i) Agent shall have received an executed power of attorney of Seller in the form of
Exhibit E; 
 (j) Agent shall have received all Fees due and payable to Agent and/or Buyer as of the Purchase Date;

 (k) Servicer, Seller and Agent shall have entered into the Servicing Agreement, which Servicing Agreement shall be subject to
Agent’s approval in its discretion; 
 (l) Account Bank, Seller and Agent shall have entered into a Controlled Account
Agreement acceptable to Agent with respect to the Waterfall Account; 
 (m) Agent shall have received a customary opinion from
counsel to Seller acceptable to Agent with respect to the enforceability of the Controlled Account Agreement; and 
 (n) Agent
shall have received any Environmental Workplans (as defined in the Underlying Loan Agreement) with respect to the Environmental Workplan Properties (as defined in the Underlying Loan Agreement) actually provided to Seller pursuant to the Underlying
Loan Agreement, which shall be acceptable to Agent in its reasonable discretion, 

  
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together with any other environmental, vapor testing, remediation or other similar reports and/or plans actually delivered by the Underlying Obligor to the Seller pursuant to the Underlying Loan
Agreement, acceptable to Agent in its reasonable discretion. 
 The Confirmation delivered by Seller shall constitute a
certification by Seller that all of the conditions precedent in this Article 6 have been satisfied or waived by Agent. 

ARTICLE 7 

REPRESENTATIONS AND WARRANTIES OF SELLER 
 Seller represents and warrants, on and as of the date of this Agreement and each Purchase Date (except with respect to the representations and warranties in Section 7.10 regarding Schedule
II, Section B, which shall be made as of the related Purchase Date and at all times when the Asset is subject to this Agreement and in Sections 7.01, 7.02, 7.04, 7.07, and, except as permitted otherwise
pursuant to Section 10.01(j), 7.12 which shall be made at all times when any Repurchase Document or the Transaction is in full force and effect) as follows: 
 Section 7.01 Seller. Seller has been duly organized and validly exists in good standing as a corporation, limited liability company or limited partnership, as applicable, under the laws of the
jurisdiction of its incorporation, organization or formation. Seller (a) has all requisite power and authority, (b) is duly qualified to do business in all jurisdictions, in which the failure to do so could reasonably be expected to have a
Material Adverse Effect, (c) has legal right, license and franchise except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, and (d) has been duly authorized by all necessary action, to
(w) own, lease and operate its properties and the assets, (x) conduct its business as presently conducted, (y) execute, deliver and perform its obligations under the Repurchase Documents to which it is a party, and (z) acquire,
own, sell, assign, pledge and repurchase the Purchased Asset. Seller’s exact legal name is set forth in the preamble and signature pages of this Agreement, subject to Section 8.01. Seller’s location (within the meaning of
Article 9 of the UCC) is at the address of Seller referred to in Annex 1, subject to Section 8.01. Seller has not changed its name or location within the past twelve (12) months, subject to Section 8.01.
Seller’s organizational identification number is 5229703 and its tax identification number is 36-4761687. As of the Closing Date, Seller has no subsidiaries. Seller is a wholly-owned Subsidiary of Guarantor. The fiscal year of Seller is the
calendar year. Seller has no Indebtedness, Contractual Obligations or investments other than (a) ordinary trade payables (including, without limitation, tax liabilities), (b) in connection with the Asset, (c) the Repurchase Documents,
(d) the Governing Documents of Seller, and (e) other Indebtedness, Contractual Obligations and Investments expressly permitted by this Agreement (including, without limitation, under the Purchased Asset Documents). Seller has no Guarantee
Obligations. 
 Section 7.02 Repurchase Documents. Each Repurchase Document to which Seller is a party has been duly
executed and delivered by Seller and constitutes the legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except as such enforceability may be limited by Insolvency Laws and general principles of
equity. The execution, delivery and performance by Seller of each Repurchase Document to which it is a party do not (a) conflict with, result in a breach of, or constitute (with or without notice or lapse


  
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of time or both) a default under, any (i) Governing Document, Indebtedness, Guarantee Obligation or Contractual Obligation applicable to Seller or any of its properties or assets,
(ii) Requirements of Law, or (iii) approval, consent, judgment, decree, order or demand of any Governmental Authority, or (b) result in the creation of any Lien (other than Permitted Liens) on any of the properties or assets of
Seller. All approvals, authorizations, consents, orders, filings, notices or other actions of any Person or Governmental Authority required for the execution, delivery and performance by Seller of the Repurchase Documents to which it is a party and
the sale of and grant of a security interest in the Purchased Asset to Agent, have been obtained, effected, waived or given and are in full force and effect, except to the extent the failure to obtain, effect, have waived or given such approvals,
authorizations, consents, orders, filings, notices or other actions could not reasonably be expected to have a Material Adverse Effect. The execution, delivery and performance of the Repurchase Documents do not require compliance by Seller with any
“bulk sales” or similar law. There is no material litigation, proceeding or investigation pending or, to the Knowledge of Seller threatened, against Seller or Guarantor before any Governmental Authority (a) asserting the invalidity of
any Repurchase Document, (b) seeking to prevent the consummation of the Transaction, or (c) seeking any determination or ruling that could reasonably be expected to have a Material Adverse Effect. 

Section 7.03 Solvency. Seller is Solvent and the transactions contemplated under the terms of the Repurchase Documents do not
and will not render Seller not Solvent. 
 Section 7.04 Taxes. Seller has filed all required federal income tax
returns and all other material tax returns, domestic and foreign, required to be filed by it and has paid all material taxes (including mortgage recording taxes), assessments, fees, and other governmental charges payable by it, or with respect to
any of its properties or assets, which have become due, or such taxes are being contested in good faith by appropriate proceedings diligently conducted and for which appropriate reserves have been established in accordance with GAAP. As of the
Closing Date, there is no material action, suit, proceeding, investigation, audit or claim relating to any such taxes now pending or, to the Actual Knowledge of Seller, threatened by any Governmental Authority which is not being contested in good
faith as provided above. As of the Closing Date, Seller has not entered into any agreement or waiver or been requested to enter into any agreement or waiver extending any statute of limitations relating to the payment or collection of taxes or is
aware of any circumstances that would cause the taxable years or other taxable periods of Seller not to be subject to the normally applicable statute of limitations. No tax Liens have been filed against any property or assets of Seller, except for
Permitted Liens. 
 Section 7.05 Financial Condition. The audited balance sheet of Guarantor as at the fiscal year
most recently ended for which such audited balance sheet is available, and the related audited statements of income and retained earnings and of cash flows for the fiscal year then ended, setting forth in each case in comparative form the figures
for the previous year, reported on without a “going concern” or like qualification arising out of the audit conducted by Guarantor’s independent certified public accountants, copies of which have been delivered to Agent and each
Buyer, present fairly in all material respects the financial condition of Guarantor as of such date and the results of its operations and cash flows for the fiscal year then ended. All such financial statements, including related schedules and
notes, were prepared in accordance with GAAP except as disclosed therein and, in the case of unaudited financial statements, footnotes and changes, resulting from audit and normal year-end adjustments. 

  
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 Section 7.06 True and Complete Disclosure. The written information, reports,
certificates, documents, books, records, files, exhibits and schedules furnished by or on behalf of Seller or Guarantor to Agent in connection with the Repurchase Documents and the Transaction (excluding financial statements, the Purchased Asset
Documents and any agreements and other documents delivered pursuant thereto), when taken as a whole, do not contain any untrue statement of material fact or omit to state any material fact necessary to make the statements herein or therein, in light
of the circumstances under which they were made, not misleading. The representations and warranties by Seller contained in all written information, reports, certificates, documents, books, records, files, exhibits and schedules furnished after the
date hereof by or on behalf of Seller or Guarantor to Agent in connection with the Repurchase Documents and the Transaction (excluding financial statements, the Purchased Asset Documents and any agreements and other documents delivered pursuant
thereto) will be true, correct and complete in all material respects, on the date as of which such information is stated or certified. 
 Section 7.07 Compliance with Laws. Seller has complied in all respects with all Requirements of Laws, except in such instances in which the failure to so comply could not reasonably be
expected to have a Material Adverse Effect. Seller (a) is not an “enemy” or an “ally of the enemy” as defined in the Trading with the Enemy Act of 1917, (b) is not in violation of any Anti-Terrorism Laws, (c) is
not a blocked person described in Section 1 of Executive Order 13224 or to its knowledge engages in any dealings or transactions or is otherwise associated with any such blocked person, (d) is not in violation of any country or list based
economic and trade sanction administered and enforced by the Office of Foreign Assets Control, (e) is not a Sanctioned Entity, (f) has no more than 10% of its assets located in Sanctioned Entities, or (g) derives no more than 10% of
its operating income from investments in or transactions with Sanctioned Entities. The proceeds of the Transaction have not been and will not be used to fund any operations in, finance any investments or activities in or make any payments to a
Sanctioned Entity. Seller is a “qualified purchaser” as defined in the Investment Company Act. Seller (a) is not or is not controlled by an “investment company” as defined in such Act or is exempt from the provisions of the
Investment Company Act, (b) is not a “broker” or “dealer” as defined in, or could be subject to a liquidation proceeding under, the Securities Investor Protection Act of 1970, or (c) is not subject to regulation by any
Governmental Authority limiting its ability to incur the Repurchase Obligations. Seller is in compliance with the Foreign Corrupt Practices Act of 1977 and any foreign counterpart thereto. Seller has not made, offered, promised or authorized a
payment of money or anything else of value (a) in order to assist in obtaining or retaining business for or with, or directing business to, any foreign official, foreign political party, party official or candidate for foreign political office,
(b) to any foreign official, foreign political party, party official or candidate for foreign political office, or (c) with the intent to induce the recipient to misuse his or her official position to direct business wrongfully to Seller
or any other Person, in violation of the Foreign Corrupt Practices Act. 
 Section 7.08 Compliance with ERISA. With
respect to Seller, or any Affiliate of Seller, during the immediately preceding five (5) year period, (a) neither a Reportable Event nor an “accumulated funding deficiency” nor “an unpaid minimum required contribution”
as defined in the Code or ERISA has occurred, (b) each Plan has complied in all material respects with the applicable provisions of the Code and ERISA, (c) no termination of a Single Employer Plan has occurred resulting in any material
liability that has remained underfunded, and (d) no Lien in favor of the Pension Benefit Guaranty Corporation or a Plan has arisen, in each case of clauses (a) 

  
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through (d) above which would reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated benefit obligations under each Single Employer Plan
(based on the assumptions used to fund such Plan) relating to Seller or any Affiliate of Seller did not, as of the last annual valuation date prior to the date hereof, exceed the value of the assets of such Plan allocable to such accrued benefits
which would reasonably be expected to result in a Material Adverse Effect. Neither Seller nor any Affiliate of Seller is currently subject to any liability for a complete or partial withdrawal from a Multiemployer Plan. 

Section 7.09 No Default. No Default or Event of Default exists. No Internal Control Event has occurred. As of the Closing
Date, to Seller’s Knowledge Seller has provided Agent with access to a service, internet website or other system where Agent can successfully access all underlying servicing agreements with respect to the Purchased Asset. 

Section 7.10 Purchased Asset. To the Actual Knowledge of Seller, each representation and warranty set forth in Schedule
II is true and correct in all material respects. To the Actual Knowledge of Seller, no material representation or warranty made by an Underlying Obligor in the Purchased Asset Documents with respect to the Purchased Asset is false or misleading
in any material respect. Seller has no Knowledge of any fact that could reasonably lead it to expect that the Purchased Asset will not be paid in full. To the Knowledge of Seller, the Purchased Asset is not the subject of any setoff, counterclaim,
defense, abatement, suspension, deferment, deduction or reduction, whether arising out of transactions concerning the Purchased Asset or otherwise, by Seller, Guarantor, any Underlying Obligor or other Person with respect to any material amount,
except as set forth in the Purchased Asset Documents delivered to Agent. The Purchased Asset was underwritten in accordance with and satisfies applicable standards established by Seller. To the Knowledge of Seller, none of the Purchased Asset
Documents has any marks or notations indicating that it is subject to an existing Lien in favor of any Person other than Agent. If any Purchased Asset Document requires the holder or transferee of the Purchased Asset to be a qualified transferee,
qualified institutional lender, qualified lender or other similar terms (however defined), Seller meets such requirement and such terms are sufficiently broad enough for Agent and each initial Buyer to meet such requirement. Assuming that Agent and
each Buyer also meet such requirement, the assignment and pledge of the Purchased Asset to Agent and each Buyer pursuant to the Repurchase Documents does not violate such Purchased Asset Document. There are no outstanding rights, options, warrants
or agreements for the purchase, sale or issuance of the Purchased Asset created by, through, or as a result of Seller’s actions or inactions, and there are no agreements on the part of Seller to issue, sell, pledge or distribute the Purchased
Asset, other than this Agreement and the other Repurchase Documents except as otherwise provided in the Purchased Asset Documents provided to Agent and each Buyer prior to the Closing Date. 

Section 7.11 Intentionally Omitted. 
 Section 7.12 Transfer and Security Interest. The Repurchase Documents constitute a valid and effective transfer to Agent and each Buyer of all right, title and interest of Seller in, to and
under the Purchased Asset (together with all related Servicing Rights), free and clear of any Liens (other than Permitted Liens). With respect to the protective security interest granted by Seller in Section 11.01, upon the delivery of
the Confirmations and the Purchased Asset Documents to Custodian, the execution and delivery of the Controlled Account Agreement and 

  
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the filing of the UCC financing statements as provided herein, such security interest shall be a valid first priority perfected security interest to the extent such security interest can be
perfected by possession, filing or control under the UCC, subject only to Permitted Liens. Upon receipt by Custodian of each Purchased Asset Document required to be endorsed in blank by Seller and payment by each Buyer of the Purchase Price for the
Purchased Asset, Agent and each Buyer shall either own the Purchased Asset and the related Purchased Asset Documents or have a valid first priority perfected security interest in such Purchased Asset Document (subject only to Permitted Liens). The
Purchased Asset constitutes the following, as defined in the UCC: a general intangible, instrument, investment property, security, deposit account, financial asset, uncertificated security, securities account, security entitlement or supporting
obligation. Seller has not sold, assigned, pledged, granted a security interest in, encumbered or otherwise conveyed the Purchased Asset to any Person other than pursuant to the Repurchase Documents. Seller has not authorized the filing of and has
no Knowledge of any UCC financing statements filed against Seller as debtor that include the Purchased Asset, other than any financing statement that has been terminated or filed pursuant to this Agreement or any other Repurchase Document.

 Section 7.13 No Broker. Neither Seller nor any Affiliate of Seller has dealt with any broker, investment banker,
agent or other Person, except for Agent, initial Buyer or an Affiliate of initial Buyer, who may be entitled to any commission or compensation in connection with the Transaction. 

Section 7.14 Separateness. Seller is in compliance in all material respects with the requirements of Article 9.

 ARTICLE 8 
 COVENANTS OF SELLER 
 From the date hereof until the Repurchase Obligations
are paid in full and the Repurchase Documents are terminated, Seller shall perform and observe the following covenants: 

Section 8.01 Existence; Governing Documents; Conduct of Business. Seller shall (a) preserve and maintain its legal
existence, (b) qualify and remain qualified in good standing in each jurisdiction where the failure to be so qualified would have a Material Adverse Effect, (c) comply with its Governing Documents, including all Special Purpose Entity
provisions, and (d) not modify, amend or terminate its Governing Documents without Agent’s prior written consent. Seller shall (a) continue to engage in the same (and no other) general lines of business as presently conducted by it,
(b) maintain and preserve all of its material rights, privileges, licenses and franchises necessary for the operation of its business, and (c) maintain Seller’s status as a qualified transferee, qualified institutional lender or
qualified lender (however defined) under the Purchased Asset Documents. Seller shall not (a) change its name, organizational number, tax identification number, fiscal year, identity, structure or jurisdiction of organization (or have more than
one such jurisdiction), or (b) move, or consent to Custodian moving, the Purchased Asset Documents from the location thereof on the Closing Date, unless in each case Seller has given at least thirty (30) days’ prior notice to Agent
and has taken all actions required under the UCC to continue the first priority perfected security interest of Agent and each Buyer in the Purchased Asset. Seller shall enter into the Transaction as principal, unless Agent agrees before the
Transaction that Seller may enter into the Transaction as agent for a principal and under terms and conditions disclosed to Agent. 

  
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 Section 8.02 Compliance with Laws, Contractual Obligations and Repurchase
Documents. Seller shall comply in all material respects with all Requirements of Laws, including those relating to the Purchased Asset and to the reporting and payment of taxes, except in such instances in which the failure to so comply could
not reasonably be expected to have a Material Adverse Effect. No part of the proceeds of the Transaction shall be used for any purpose that violates Regulation T, U or X of the Board of Governors of the Federal Reserve System. Seller shall conduct
the requisite due diligence in connection with the origination or acquisition of the Asset for purposes of complying with the Anti-Terrorism Laws, including with respect to the legitimacy of the applicable Underlying Obligor and the origin of the
assets used by such Person to purchase the Mortgaged Property, and will maintain sufficient information to identify such Person for purposes of the Anti-Terrorism Laws. Seller shall maintain the Custodial Agreements and Controlled Account Agreement
in full force and effect. 
 Section 8.03 Protection of Buyer’s Interest in Purchased Asset. Seller shall take
all action necessary or required by the Repurchase Documents, Purchased Asset Documents or Requirements of Law, or reasonably requested by Agent, to perfect, protect and more fully evidence the security interest granted in the Purchased Asset and
Agent’s ownership of and first priority perfected security interest in the Purchased Asset and related Purchased Asset Documents (subject to Permitted Liens), including executing or causing to be executed 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. Seller shall (a) not assign, sell, transfer, pledge, hypothecate, grant, create,
incur, assume or suffer or permit to exist any security interest in or Lien (other than Permitted Liens) on any of its property or assets (including the Purchased Asset) of any kind (whether real or personal, tangible or intangible), whether now
owned or hereafter acquired, to or in favor of any Person, except (i) to Agent and each Buyer, (ii) Seller may sell, assign or otherwise transfer the Purchased Asset to the extent Agent has released the Purchased Asset,
(iii) intentionally omitted, and (iv) as otherwise permitted in Section 8.04, (b) defend the Purchased Asset against, and take such action as is necessary to remove, any such Lien and (c) defend the right, title and
interest of Agent and each Buyer in and to the Purchased Asset against the claims and demands of all Persons whomsoever. Seller shall not make any marks on its computer records and tapes inconsistent with the interests granted to Agent and each
Buyer hereunder. Subject to Section 8.09 hereof, Agent and each Buyer hereby revocably grants Seller a license to (a) direct and/or consult with respect to the servicing of the Purchased Asset and (b) to direct, approve,
consult with or consent to or vote on specific actions to be taken with respect to the Purchased Asset in a manner consistent with Section 8.09, so long as no Event of Default has occurred and is continuing. Such revocable license is not
evidence of any ownership or other interest or right of Seller in the Purchased Asset. Upon receipt of written notice from Agent that an Event of Default has occurred and is continuing, such license shall immediately and automatically be revoked and
terminate, and Agent and each Buyer shall be entitled to direct the servicing with respect to the Purchased Asset without regard to Seller’s instructions, including, but not limited to, to the extent Seller controls or is entitled to control
selection of any servicer, transferring any or all of such servicing to an entity satisfactory to Agent and each Buyer. Upon written request of Seller and at Seller’s expense, Agent and each Buyer shall execute and deliver such other agreements
and documents as Seller may from time to time reasonably request in order to give effect to such license. 

  
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 Section 8.04 Actions of Seller Relating to Distributions, Indebtedness, Guarantee
Obligations, Contractual Obligations, Investments and Liens. Seller shall not declare or make any payment on account of, or set apart assets for, a sinking or similar fund for the purchase, redemption, defeasance, retirement or other acquisition
of any Equity Interest of Seller, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Seller; provided, that Seller may
declare and pay dividends or distributions in accordance with its Governing Documents if no Event of Default exists or would exist as a result thereof. Seller shall not contract, create, incur, assume or permit to exist any Indebtedness, Guarantee
Obligations, Contractual Obligations or Investments, except to the extent (a) arising or existing under the Repurchase Documents and the Purchased Asset Documents (and any agreements, instruments and documents entered in connection with the
foregoing), (b) existing as of the Closing Date, as referenced in the financial statements delivered to Agent prior to the Closing Date, and any renewals, refinancings or extensions thereof in a principal amount not exceeding that outstanding
as of the date of such renewal, refinancing or extension, (c) of short-term, unsecured payables incurred in the ordinary course of business in an amount no greater than $250,000, (d) relating to engagement letters, retention letters and
other similar agreements with accounting firms, law firms and corporate service companies and other similar agreements and contracts entered into the ordinary course of its business, (e) other Contractual Obligations incidental to the conduct
of its business (including with respect to the assignment, sale or transfer of the Purchased Asset and the Asset repurchased by Seller), (f) of any cash held by Seller that has been released from the Waterfall Account, (g) ordinary trade
payables (including, without limitation, tax liabilities), (h) the Governing Documents of Seller, and (i) other Indebtedness, Contractual Obligations and Investments expressly permitted by this Agreement. Seller shall not grant, allow or
enter into any agreement or arrangement with any Person that prohibits or restricts or purports to prohibit or restrict the granting of any Lien on the Purchased Asset (except in connection with the Repurchase Documents). 

Section 8.05 Delivery of Income. Seller shall deliver to Agent a Irrevocable Redirection Notice executed by Seller with
respect to the Purchased Asset which requires the underlying agent or lead lender for the Purchased Asset or if the Underlying Obligor makes payment directly to lenders, such Underlying Obligor under the Purchased Asset and all other applicable
Persons to, deposit all Income in respect of the Purchased Asset into the Waterfall Account in accordance with Section 5.01 hereof. Seller (a) shall comply with and enforce each Irrevocable Redirection Notice, (b) shall not
amend, modify, waive, terminate or revoke any Irrevocable Redirection Notice without Agent’s consent, and (c) shall take all commercially reasonable steps to enforce each Irrevocable Redirection Notice. In connection with each principal
payment or prepayment under the Purchased Asset, Seller shall provide or cause to be provided to Agent and Custodian sufficient detail to enable Agent and Custodian 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 the Purchased Asset, or otherwise in respect thereof, Seller shall accept the same as agent of Agent and each Buyer, hold the same in trust for Agent and
immediately deliver the same to Agent or its designee in the exact form received, together with duly executed instruments of transfer, stock powers or 

  
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assignment in blank and such other documentation as Agent shall reasonably request. If any Income is received by Seller, Guarantor or any Affiliate of Seller or Guarantor, Seller shall pay or
deliver such Income to Agent on behalf of Agent and each Buyer or Custodian within two (2) Business Days after receipt, and, until so paid or delivered, hold such Income in trust for Agent and each Buyer, segregated from other funds of Seller.

 Section 8.06 Delivery of Financial Statements and Other Information. Seller shall deliver the following to Agent,
as soon as available and in any event within the time periods specified: 
 (a) within sixty (60) days after the end of
each of the first three fiscal quarters of each fiscal year of Guarantor, (i) the unaudited statement of assets, liabilities and partners’ capital of Guarantor as at the end of such period, (ii) the related unaudited statement of
operations for such period, and (iii) a Compliance Certificate; 
 (b) within one hundred and twenty (120) days after
the end of each fiscal year of Guarantor, (i) the audited statement of assets, liabilities and partners’ capital of Guarantor as at the end of such fiscal year, (ii) the related statements of operations, changes in partners capital
and cash flows for such year, (iii) an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall not be qualified as to scope of audit or going concern and shall state that said financial
statements fairly present in all material respects the financial condition and results of operations of Guarantor as at the end of and for such fiscal year in accordance with GAAP, and (iv) a Compliance Certificate; 

(c) intentionally omitted; 
 (d) with respect to the Purchased Asset and related Mortgaged Property, but solely to the extent that Seller receives such report from the applicable Underlying Obligor, as applicable: (i) within
thirty (30) days after the end of each fiscal quarter of Seller, a quarterly report of the following: delinquency, loss experience, surveillance, rent roll, occupancy and other property-level information, and (ii) within ten (10) days
after receipt by Seller, remittance, servicing, securitization, exception and other reports, operating and financial statements of Underlying Obligors; 
 (e) any other material agreements, correspondence, documents or other written information not included in the Underwriting Package received by Seller after the Closing Date and not previously furnished to
Agent which is related to Seller or the Purchased Asset, promptly after the discovery thereof by Seller; and 
 (f) such other
information regarding the financial condition, operations or business of Seller, any Underlying Obligor or the Purchased Asset as Agent may reasonably request. 

  
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 Section 8.07 Delivery of Notices. Seller shall promptly notify Agent of the
occurrence of any of the following of which Seller has Actual 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: 
 (a) a Representation Breach; 
 (b) any of the following: (i) with respect to the Purchased Asset or related Mortgaged Property: material loss or damage, material licensing or permit issues, material violation of Requirements of
Law, discharge of or damage from Materials of Environmental Concern or any other actual or expected event or change in circumstances that could reasonably be expected to result in a default under the Purchased Asset or material decline in value or
cash flow, and (ii) with respect to Seller: violation of Requirements of Law, an Internal Control Event or other event or circumstance, in each case, that could reasonably be expected to have a Material Adverse Effect; 

(c) the existence of any Default, Event of Default or Material Default under or related to the Purchased Asset, any Purchased Asset
Document, any Indebtedness, any Guarantee Obligation or any Contractual Obligation of Seller; or 
 (d) the commencement of,
settlement of or material judgment in any litigation, action, suit, arbitration, investigation or other legal or arbitrable proceedings before any Governmental Authority that (i) affects Seller, Guarantor, the Purchased Asset, any Mortgaged
Property or the Pledged Collateral, (ii) questions or challenges the validity or enforceability of any Repurchase Document, Transaction, Purchased Asset or Purchased Asset Document, or (iii) individually or in the aggregate, could
reasonably be likely to have a Material Adverse Effect. 
 Section 8.08 Intentionally Omitted. 

Section 8.09 Material Actions, Etc. 
 (a) With respect to the Purchased Asset, Seller shall not, and shall not direct or permit the Servicer to, (i) take any Material Action without the prior written consent of Agent or (ii) take
any action which would result in a violation of the obligations of any Person under or non-compliance with the servicing agreement for the Purchased Asset or any Purchased Asset Document or Repurchase Document. 

(b) Seller (or Servicer on its behalf) may from time to time approve, direct or permit Non-Material Actions without the prior written
consent of Agent, provided any such Non-Material Action is commercially reasonable under the facts and circumstances. By not later than five (5) Business Days following the implementation of any Non-Material Action with respect to the Purchased
Asset, Seller shall notify Agent in writing. Notwithstanding the foregoing, after the occurrence and during the continuance of an Event of Default, the right of Seller to approve, direct or permit Non-Material Actions shall terminate, and all
Non-Material Actions (and Material Actions) shall require the prior written consent of Agent. 
 (c) Intentionally omitted.

 (d) To the extent that the Deemed Approval Requirements are fully satisfied in connection with any Seller request for Agent
consent under this Section and Agent thereafter fails to respond, Agent’s approval shall be deemed given with respect to the matter for which approval was requested. 

  
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 Section 8.10 Maintenance of Property, Insurance and Records. Seller (or Servicer
on its behalf) shall maintain and implement administrative and operating procedures (including the ability to recreate records evidencing the Purchased Asset if the original records are destroyed) and shall keep and maintain all documents, books,
records and other information (including with respect to the Purchased Asset) that are reasonably necessary or advisable in the conduct of its business. 
 Section 8.11 Tax Treatment of Seller. Seller shall maintain its status as a partnership for U.S. Federal income tax purposes, and neither the Seller nor a portion of the Seller will be treated
as a taxable mortgage pool under Section 7701(i) of the Code. 
 Section 8.12 Reserve Accounts. To the extent
of Seller’s control thereof and interest therein under the Purchased Asset Documents, Seller shall use commercially-reasonable efforts to cause all escrow and reserve amounts on deposit in connection with the Purchased Asset (excluding amounts
on deposit in any tenant lockbox account maintained pursuant to the Purchased Asset Documents) to be deposited and maintained (i) in an account or accounts established with Agent or, if Wells Fargo Bank, National Association is no longer the
Agent under this Agreement, with any other financial institution selected by Seller and approved in writing by the applicable replacement Agent in its reasonable discretion; provided, however, that Wells Fargo Bank, National
Association shall at all times be an approved financial institution for purposes of this Section 8.12, and (ii) in accordance with all requirements of the applicable Purchased Asset Documents. 

Section 8.13 Appraisals. 
 (a) Seller hereby acknowledges and agrees that Agent shall have the right to commission and order an Appraisal of any related Mortgaged Property: (i) pursuant to Section 8.13(b), below,
(ii) at any time and from time to time while the Purchased Asset is subject to this Agreement if Agent and/or Buyer is required by any applicable rule, regulation or law to commission and order any such Appraisal and/or (iii) if within
thirty (30) days after the occurrence and during the continuance of a Purchased Asset Event of Default Seller has not delivered notice to Agent that Seller has elected to commission and order an Appraisal of the related Mortgaged Property, and
that Seller shall be responsible for the reasonable out-of-pocket costs and expenses incurred by Agent in obtaining any such Appraisal. Notwithstanding the foregoing, Agent and each Buyer shall have the unlimited right, at any time and from time to
time, to obtain an appraisal for any Mortgaged Property at its own cost and expense. No appraisal so obtained by Agent or any Buyer shall have any effect on the Purchase Price for the Purchased Asset. Notwithstanding anything herein to the contrary,
other than with respect to the Appraisals required to be received by Agent pursuant to Section 8.13(b), below, Agent’s right to obtain an Appraisal with respect to any individual Mortgaged Property shall be limited to the rights of
the holder of the Purchased Asset pursuant to the Purchased Asset Documents. 
 (b) If Agent has determined that the Appraisals
delivered to Agent in connection with the Asset are not FIRREA-compliant, at Agent’s option, Agent shall have the one-time right to commission and order an FIRREA-compliant Appraisal (or Appraisals) of any related Mortgaged Property, at
Buyer’s sole cost and expense, with respect to the individual Mortgaged Properties securing Purchased Asset, satisfactory to Agent in all respects, which 

  
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Appraisal confirms that the LTV as of the Purchase Date shall be equal to or less than fifty-four percent (54%). If Agent commissions and orders a FIRREA-compliant Appraisal (or Appraisals)
pursuant to the foregoing sentence, and such Appraisal (or Appraisals) confirm an LTV greater than fifty-four percent (54%), then (x) if such Appraisal (or Appraisals) are received prior to the Purchase Date, then the Maximum Purchase Price
shall be reduced to the amount that will cause the LTV as of the Purchase Date to be equal to fifty-four percent (54%) and (ii) if on or after the Purchase Date or (y) if such Appraisal (or Appraisals) are received after the Purchase
Date, then Seller shall reduce the outstanding Purchase Price, without premium or penalty, in such an amount necessary to cause the LTV to be equal to or less than fifty-four percent (54%) (an “LTV Deficiency”). Any failure by
Seller to pay to Agent any LTV Deficiency within ten (10) Business Day after demand by Agent shall constitute an Event of Default hereunder. 
 ARTICLE 9 
 SINGLE-PURPOSE ENTITY 

Section 9.01 Covenants Applicable to Seller. Seller shall (a) own no assets, and shall not engage in any business, other
than the assets necessary to operate its business as contemplated by this Agreement (including the Purchased Asset and any REO Owner) and transactions specifically contemplated by this Agreement and any other Repurchase Document and any business
that is incidental, necessary and appropriate to accomplish the foregoing, (b) not incur any Indebtedness or other obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than
(i) with respect to the Purchased Asset Documents and the Retained Interests, and (ii) as otherwise permitted under this Agreement, (c) not make any loans or advances to any Affiliate or third party and shall not acquire obligations
or securities of its Affiliates, except as permitted under this Agreement, (d) pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) only from its own assets, (e) comply with the provisions of its
Governing Documents, (f) do all things necessary to observe organizational formalities and to preserve its existence, and shall not amend, modify, waive provisions of or otherwise change its Governing Documents, (g) maintain all of its
books, records, financial statements and bank accounts separate from those of its Affiliates, except that no separate financial statements will be required if such financial information is consolidated with those of its direct or indirect parent
(“Parent”) in accordance with GAAP; provided, that, if permitted by GAAP, appropriate notation shall be made on such financial statements to indicate that certain of the consolidated assets and credit are not available
to satisfy the debts and other obligations of the Parent, any Affiliate or any other Person, (h) be, and at all times shall hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate),
shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, and shall not identify itself or any of its Affiliates as a division of the other, (i) 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 and shall remain Solvent, provided, however, that the foregoing shall not require any member of
Seller to make any additional capital contributions to Seller, (j) not engage in or suffer any Change of Control, dissolution, winding up, liquidation, consolidation or merger in whole or in part or convey or transfer all or substantially all
of its properties and assets to any Person (except as contemplated herein), (k) not commingle its funds or other assets with those of any Affiliate or any other Person and shall maintain its properties


  
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and assets in such a manner that it would not be costly or difficult to identify, segregate or ascertain its properties and assets from those of others, (l) maintain its properties, assets
and accounts separate from those of any Affiliate or any other Person, (m) not hold itself out to be responsible for the debts or obligations of any other Person, (n) not, without the prior unanimous written consent of all of its
Independent Managers, take any Insolvency Action, (o) (i) have at all times at least one Independent Manager and (ii) provide Agent with up-to-date contact information for each such Independent Manager and a copy of the agreement
pursuant to which such Independent Manager consents to and serves as an “Independent Manager” for Seller, (p) the Governing Documents for Seller shall provide (i) that Agent be given at least two (2) Business Days prior
notice of the removal and/or replacement of any Independent Manager, together with the name and contact information of the replacement Independent Manager and evidence of the replacement’s satisfaction of the definition of Independent Manager
and (ii) that any Independent Manager of Seller shall not have any fiduciary duty to anyone including the holders of the Equity Interest in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of,
or otherwise voting on, the Insolvency Action; provided, that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing, (q) not 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, (r) maintain a sufficient number of employees in light of contemplated business operations, (s) use separate stationary,
invoices and checks bearing its own name, and (t) allocate fairly and reasonably any overhead for shared office space and for services performed by an employee of an affiliate, (u) not pledge its assets to secure the obligations of any
other Person, and (v) not form, acquire or hold any Subsidiary or own any Equity Interest in any other entity other than a REO Owner. 
 Section 9.02 Covenants Applicable to Seller. Seller (a) shall be a Delaware limited liability company, (b) shall have at least one Independent Manager serving as manager of such
company and (c) shall not take any Insolvency Action and shall not cause or permit the members or managers of such entity to take any Insolvency Action, with respect to itself unless all of its Independent Managers then serving as managers of
the company shall have consented in writing to such action. At all times hereunder, Seller’s limited liability company agreement shall provide that the Seller shall have either (A) a member which owns no economic interest in the company,
has signed the Seller’s limited liability company agreement and has no obligation to make capital contributions to the Seller, or (B) one natural person or one entity that is not a member of the company, that has signed its limited
liability company agreement and that, under the terms of such limited liability company agreement becomes a member of the company immediately prior to the resignation or dissolution of the last remaining member of the company. 

Section 9.03 Reliance. Seller acknowledges that each Buyer is entering into the transactions contemplated by this Agreement
in reliance upon Seller’s identity as a legal entity that is separate from Guarantor (other than for U.S. federal income tax purposes) and in reliance upon the compliance of Seller and guarantor with Article 14 hereof. 

  
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 ARTICLE 10 
 EVENTS OF DEFAULT AND REMEDIES 
 Section 10.01 Events of
Default. An Event of Default shall exist upon the occurrence and during the continuance of any of the following specified events (each, an “Event of Default”): 

(a) Seller fails to make a payment of (i) any Repurchase Price or Price Differential when due, whether by acceleration or otherwise,
or (ii) any fee or other amount payable hereunder or under the Repurchase Documents within two (2) Business Days of when due; 
 (b) Seller fails to observe or perform in any material respect any other Repurchase Obligation of Seller under the Repurchase Documents or the Purchased Asset Documents to which Seller is a party (other
than breach of a covenant in Article 8 hereof arising solely out of clause (f) of the definition of “Material Adverse Effect”), and (except in the case of a failure to perform or observe the Repurchase Obligations of
Seller under Section 8.03 and 18.08(a)) such failure continues unremedied for twenty (20) Business Days after the earlier of receipt of notice thereof from Agent or any Buyer or the discovery of such failure by Seller;
provided, however, that such twenty (20) Business Day cure period shall be extended for up to an additional thirty (30) days so long as such obligation is susceptible of cure and Seller is taking action reasonably designed to
achieve a cure within the initial twenty (20) Business Days and thereafter diligently and continuously pursues such cure (it being agreed that during such cure period any such failure shall not constitute any Event of Default); 

(c) any Representation Breach (other than a Representation Breach arising out of the representations and warranties set forth in
Section 7.10 or Schedule II) exists and continues unremedied for twenty (20) Business Days after the earlier of receipt of notice thereof from Agent or any Buyer or the discovery of such failure by Seller; 

(d) Seller or Guarantor defaults beyond any applicable grace period in paying any amount or performing any obligation under any
Indebtedness with an outstanding amount of at least $100,000 with respect to Seller, or $15,000,000 with respect to Guarantor; 

(e) an Insolvency Event occurs with respect to Seller or Guarantor; 

(f) a Change of Control occurs; 
 (g) a final judgment or judgments for the payment of money in excess of $100,000 with respect to Seller, or $25,000,000 with respect to Guarantor in the aggregate that is not insured against is entered
against Seller or Guarantor by one or more Governmental Authorities and the same is not satisfied, discharged (or provision has not been made for such discharge) or bonded, or a stay of execution thereof has not been procured, within sixty
(60) Business Days from the date of entry thereof; provided, however, notwithstanding the foregoing, no Event of Default will result with respect to a judgment with respect to Guarantor if Guarantor will be in compliance with all
financial covenants set forth in the Guarantee Agreement applicable when calculated after subtracting the aggregate amount of any such judgments (to the extent not bonded or insured to the satisfaction of Agent) multiplied by two
(2) from the Net Worth (as such term is defined in the Guarantee Agreement) of Guarantor; 

  
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 (h) a Governmental Authority takes any action to (i) displace the management of Seller
or Guarantor or curtail its authority in the conduct of the business of Seller or Guarantor, (ii) terminate the activities of Seller or Guarantor as contemplated by the Repurchase Documents, and in each case such action is not discontinued or
stayed within ninety (90) days and any such actions (individually or in the aggregate) could reasonably be expected to result in a Material Adverse Effect; 
 (i) any material provision of any material Repurchase Document, any material right or material remedy of Agent or any Buyer or material obligation, covenant, agreement or duty of Seller thereunder is
declared null and void, ceases to be valid and effective, ceases to be the legal, valid, binding and enforceable obligation of Seller or any other Person, or the validity, effectiveness, binding nature or enforceability thereof is contested,
challenged, denied or repudiated by Seller or any other Person, in each case directly, indirectly, in whole or in part; 
 (j)
Any Lien created under any Repurchase Document ceases to be a valid, perfected first-priority Lien in the Purchased Asset purported to be covered thereby; 
 (k) Seller or Guarantor is required to register as an “investment company” (as defined in the Investment Company Act) or the arrangements contemplated by the Repurchase Documents shall require
registration of Seller or Guarantor as an “investment company”; 
 (l) Seller fails to deposit to the Waterfall
Account, as applicable, all Income and other amounts as required by Section 5.01 and other provisions of this Agreement within two (2) Business Days of the date such deposit is required to be made; 

(m) 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 Agent’s rights in the Purchased Asset; 

(n) (i) Guarantor breaches any of the payment obligations set forth in the Guarantee Agreement or (ii) Guarantor breaches any of the
other obligations, terms or conditions set forth in the Guarantee Agreement and such failure referred to in this clause (ii) continues for more than twenty (20) Business Days after the earlier of receipt of notice thereof from
Agent or the discovery of such failure by Guarantor; provided, however, that such twenty (20) Business Day cure period shall be extended for up to an additional thirty (30) days so long as Guarantor is taking action
reasonably designed to achieve a cure within the initial twenty (20) Business Days and thereafter diligently and continuously pursues such cure (it being agreed that during such cure period any such failure shall not constitute an Event of
Default); or 
 (o) any Material Action is taken or made to the Purchased Asset or any Purchased Asset Document other than in
accordance with Section 8.09. 

  
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 Notwithstanding anything contained in the Repurchase Documents to the contrary, unless
waived by Agent in its discretion, neither Seller or Guarantor nor any other Person shall be permitted to cure an Event of Default after the acceleration of any of the Repurchase Obligations. 

Section 10.02 Remedies of Agent as Owner of the Purchased Asset. If an Event of Default exists, at the option of Agent,
exercised by written notice to Seller (which option shall be deemed to be exercised, even if no notice is given, automatically and immediately upon the occurrence of an Event of Default under Section 10.01(e)), the Repurchase Date for
the Purchased Asset shall be deemed automatically and immediately to occur (the date on which such option is exercised or deemed to be exercised, the “Accelerated Repurchase Date”). If Agent exercises or is deemed to have exercised
the foregoing option: 
 (a) All Repurchase Obligations shall become immediately due and payable on and as of the Accelerated
Repurchase Date. 
 (b) All amounts in the Waterfall Account and all Income paid after the Accelerated Repurchase Date shall be
retained by Agent and applied in accordance with Article 5. 
 (c) Agent may complete any assignments, allonges,
endorsements, powers or other documents or instruments executed in blank and otherwise obtain physical possession of the Purchased Asset Documents and all other instruments, certificates and documents then held by Custodian under the Custodial
Agreement. Agent may obtain physical possession of all Servicing Files, the Servicing Agreement and other files and records of Seller. Seller shall deliver to Agent such assignments and other documents with respect thereto as Agent shall request.

 (d) Agent may immediately, at any time, and from time to time, exercise either of the following remedies with respect to the
Purchased Asset: (i) sell the Purchased Asset on a servicing-released basis and/or without providing any representations and warranties on an “as-is where is” basis, in a recognized market and by means of a public or private sale at
such price or prices as Agent accepts, and apply the net proceeds thereof in accordance with Article 5, or (ii) retain the Purchased Asset and give Seller credit against the Repurchase Price for the Purchased Asset (or if the amount of
such credit exceeds the Repurchase Price for the Purchased Asset, to credit against Repurchase Obligations due and any other amounts then owing to Agent or any Buyer by any other Person pursuant to any Repurchase Document, in such order and in such
amounts as determined by Agent), in an amount equal to the market value for the Purchased Asset as of such date as determined by Agent. Until such time as Agent exercises either such remedy with respect to the Purchased Asset, Agent may hold the
Purchased Asset for each Buyer’s account and retain all Income with respect thereto. 
 (e) The Parties agree that the
Purchased Asset is of such a nature that they may decline rapidly in value, and may not have a ready or liquid market. Agent may determine whether, when and in what manner the Purchased Asset shall be sold, it being agreed that both a good faith
public and a good faith private sale shall be deemed to be commercially reasonable. Agent shall not be required to give notice to Seller or any other Person prior to exercising any remedy in respect of an Event of Default. If no prior notice is
given, Agent shall give notice to Seller of the remedies exercised by Agent promptly thereafter. 

  
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 (f) Seller shall be liable to Agent and each Buyer for (i) any amount by which the
Repurchase Obligations due to such Buyer exceeds the aggregate of the net proceeds and credits referred to in the preceding clause (d), (ii) the amount of all actual out-of-pocket expenses, including reasonable and documented legal fees
and expenses, actually incurred by Agent or any Buyer in connection with or as a consequence of an Event of Default and (iii) any costs and losses payable under Section 12.03. 

(g) Agent shall be entitled to an injunction, an order of specific performance or other equitable relief to compel Seller to fulfill any
of its obligations as set forth in the Repurchase Documents, including this Article 10, if Seller fails or refuses to perform its obligations as set forth herein or therein. 

(h) Seller hereby appoints Agent as attorney-in-fact of Seller for purposes of carrying out the Repurchase Documents, including
executing, endorsing and recording any instruments or documents and taking any other actions that Agent deems necessary or advisable to accomplish such purposes, which appointment is coupled with an interest and is irrevocable. 

(i) Agent may, without prior notice to Seller, exercise any or all of its set-off rights including those set forth in
Section 18.17. This Section 10.02(i) shall be without prejudice and in addition to any right of set-off, combination of accounts, Lien or other rights to which any Party is at any time otherwise entitled. 

(j) All rights and remedies of Agent and each Buyer under the Repurchase Documents, including those set forth in
Section 18.17, are cumulative and not exclusive of any other rights or remedies that Agent or such Buyer may have and may be exercised at any time when an Event of Default exists. Such rights and remedies may be enforced without prior
judicial process or hearing. Seller agrees 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.
Seller hereby expressly waives any defenses Seller might have to require Agent or such Buyer to enforce its rights by judicial process or otherwise arising from the use of nonjudicial process, disposition of the Purchased Asset, or any other
election of remedies. 
 ARTICLE 11 
 SECURITY INTEREST 
 Section 11.01 Grant. Agent, each
Buyer and Seller intend that the Transaction shall be a sale to Agent and Buyer of the Purchased Asset and not loans from Agent and Buyer to Seller secured by the Purchased Asset. However, to preserve and protect Agent and each Buyer’s rights
with respect to the Purchased Asset and under the Repurchase Documents in the event that any Governmental Authority recharacterizes the Transaction as other than a sale, and as security for Seller’s performance of the Repurchase Obligations,
Seller hereby grants to Agent a Lien on and security interest in all of the right, title and interest of Seller in, to and under the Purchased Asset (which for this purpose shall be deemed to include the items described in the proviso in the
 

  
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definition thereof), and the transfers of the Purchased Asset to Agent and Buyer shall be deemed to constitute and confirm such grant, to secure the payment and performance of the Repurchase
Obligations (including the obligation of Seller to pay the Repurchase Price, or if the Transaction is recharacterized as loans, to repay such loans for the Repurchase Price). 
 Section 11.02 Effect of Grant. If any circumstance described in Section 11.01 occurs, (a) this Agreement shall also be deemed to be a security agreement as defined in the UCC,
(b) Agent and Buyer shall have all of the rights and remedies provided to a secured party by Requirements of Law (including the rights and remedies of a secured party under the UCC and the right to set off any mutual debt and claim) and under
any other agreement between Agent and Buyer and Seller, (c) without limiting the generality of the foregoing, Agent and Buyer shall be entitled to set off the proceeds of the liquidation of the Purchased Asset against all of the Repurchase
Obligations, without prejudice to any Buyer’s right to recover any deficiency, (d) the possession by any Buyer or any of its agents, including Agent and Custodian, of the Purchased Asset Documents, the Purchased Asset and such other items
of property as constitute instruments, money, negotiable documents, securities or chattel paper shall be deemed to be possession by the secured party for purposes of perfecting such security interest under the UCC and Requirements of Law, and
(e) notifications to Persons (other than Agent or any Buyer) holding such property, and acknowledgments, receipts or confirmations from Persons (other than Agent or any Buyer) holding such property, shall be deemed notifications to, or
acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents (as applicable) of the secured party for the purpose of perfecting such security interest under the UCC and Requirements of Law. The security interest of
Agent and Buyer granted herein shall be, and Seller hereby represents and warrants to Agent and each Buyer that it is, a first priority perfected security interest (subject to Permitted Liens). For the avoidance of doubt, (i) the Purchased
Asset secures the Repurchase Obligations of Seller with respect to the Transaction, and (ii) if an Event of Default exists, the Purchased Asset will not be released from Agent and Buyer’s Lien or transferred to Seller until the Repurchase
Obligations are paid in full, or the payment by the Underlying Obligor of its obligations in accordance with the Purchased Asset Documents. Notwithstanding the foregoing, the Repurchase Obligations shall be full recourse to Seller. 

Section 11.03 Seller to Remain Liable. Agent, each Buyer and Seller agree that the grant of a security interest under this
Article 11 shall not constitute or result in the creation or assumption by any Buyer of any Retained Interest or other obligation of Seller or any other Person in connection with the Purchased Asset, whether or not such Buyer exercises
any right with respect thereto. Seller shall remain liable under the Purchased Asset and Purchased Asset Documents to perform all of Seller’s duties and obligations thereunder to the same extent as if the Repurchase Documents had not been
executed. 
 Section 11.04 Waiver of Certain Laws. Seller agrees, to the extent permitted by Requirements of Law,
that neither it nor anyone claiming through or under it will set up, claim or seek to take advantage of any appraisement, valuation, stay, extension or redemption law now or hereafter in force in any locality where the Purchased Asset may be
situated in order to prevent, hinder or delay the enforcement or foreclosure of this Agreement, or the absolute sale of the Purchased Asset, or the final and absolute putting into possession thereof, immediately after such sale, of the purchasers
thereof, and Seller, for itself and all who may at any time claim through or 

  
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under it, hereby waives, to the full extent that it may be lawful so to do, the benefit of all such laws and any and all right to have any of the properties or assets constituting the Purchased
Asset marshaled upon any such sale, and agrees that Agent or any court having jurisdiction to foreclose the security interests granted in this Agreement may sell the Purchased Asset as an entirety or in such parcels as each Buyer or such court may
determine. 
 ARTICLE 12 
 INCREASED COSTS; CAPITAL ADEQUACY 
 Section 12.01 Market
Disruption. If prior to any Pricing Period, Agent reasonably determines that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBO Rate for such Pricing Period, Agent
shall give prompt notice thereof to Seller, whereupon the Pricing Rate for such Pricing Period, and for all subsequent Pricing Periods until such notice has been withdrawn by Agent, shall be the Alternative Rate. 

Section 12.02 Illegality. If the adoption of or any change in any Requirements of Law or in the interpretation or application
thereof after the date hereof shall make it unlawful for a Buyer or Agent to effect or continue the Transaction as contemplated by the Repurchase Documents, (a) any commitment of Buyers hereunder to enter into the Transaction shall be
terminated and the Funding Expiration Date shall be deemed to have occurred, (b) the Pricing Rate shall be converted automatically to the Alternative Rate on the last day of the then current Pricing Period or within such earlier period as may
be required by Requirements of Law, and (c) if required by such adoption or change, the Facility Termination Date shall be deemed to have occurred. 
 Section 12.03 Breakfunding. Seller shall indemnify Agent and each Buyer and hold Agent and each Buyer harmless from any loss, cost or expense (including reasonable and documented legal fees
and expenses, but excluding loss of anticipated profit) which Agent or such Buyer may sustain or incur arising from (a) the failure by Seller to terminate the Transaction after Seller has given a notice of termination pursuant to
Section 3.04, (b) any payment to Agent on account of the outstanding Repurchase Price, including a payment made pursuant to Section 3.04 but excluding a payment made pursuant to Section 5.02, on any day other
than a Remittance Date (based on the assumption that each Buyer funded its commitments with respect to the Transaction in the London Interbank Eurodollar market and using any reasonable attribution or averaging methods that Agent deems appropriate
and practical), (c) any failure by Seller to sell Eligible Assets to Buyer after Seller has notified Agent of the Transaction and Agent has agreed to purchase such Eligible Assets in accordance with this Agreement, or (d) any conversion of
the Pricing Rate to the Alternative Rate because the LIBO Rate is not available for any reason on a day that is not the last day of the then current Pricing Period. 
 Section 12.04 Increased Costs. If the adoption of or any change in any Requirements of Law or in the interpretation or application thereof by any Governmental Authority or compliance by Agent
or any 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 Agent or any Buyer made after the date of this Agreement (a) shall impose, modify
or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits 

  
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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 Agent or any Buyer, or (b) shall impose
on Agent or any Buyer any other condition; and the result of any of the preceding clauses (a) and (b) is to increase the cost to Agent or any Buyer, by an amount that Agent or such Buyer deems to be material, of entering
into, continuing or maintaining the Transaction, or to reduce any amount receivable under the Repurchase Documents in respect thereof, then, in any such case, upon not less than thirty (30) days’ prior written notice to Seller, Seller
shall pay to Agent or such Buyer such additional amount or amounts as reasonably necessary to fully compensate Agent or such Buyer for such increased cost or reduced amount receivable; provided, however, that Agent or such Buyer shall
not treat Seller differently than other similarly situated customers in requiring the payment of such amount or amounts. 

Section 12.05 Capital Adequacy. If Agent reasonably determines that the adoption of or any change in any Requirements of Law
regarding capital adequacy or in the interpretation or application thereof or compliance by any Buyer or any corporation Controlling Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from any
Governmental Authority made after the date of this Agreement has or shall have the effect of reducing the rate of return on such Buyer’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that
which such Buyer or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Buyer’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by such Buyer
to be material, then, in any such case, upon not less than thirty (30) days’ prior written notice to Seller, Seller shall pay to Agent such additional amount or amounts as reasonably necessary to fully compensate such Buyer for such
reduction; provided, however, that such Buyer shall not treat Seller differently than other similarly situated customers in requiring the payment of such amount or amounts. 

Section 12.06 Withholding Taxes. 
 (a) All payments made by Seller to Agent or any Buyer or any other Eligible Assignee under the Repurchase Documents shall be made free and clear of and without deduction or withholding for or on account
of any present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities (including penalties, interest and additions to tax) with respect thereto imposed by any Governmental Authority therewith or thereon, excluding
income taxes, branch profits taxes, franchise taxes or any other tax imposed on net income by the United States, a state or a foreign jurisdiction under the laws of which Agent, such Buyer or such other Eligible Assignee is organized or of its
applicable lending office, or a state, local or foreign jurisdiction with respect to which Agent, such Buyer or such other Eligible Assignee has a present or former connection, or any political subdivision thereof (collectively,
“Taxes”), all of which shall be paid by Seller for its own account not later than the date when due. If any taxes are required to be deducted or withheld from any amounts payable to Agent, such Buyer and/or any other Eligible
Assignee, then Seller shall (a) make such deduction or withholding, (b) pay the amount so deducted or withheld to the appropriate Governmental Authority not later than the date when due; and (c) pay to Agent, such Buyer or other
Eligible Assignee such additional amounts (the “Additional Amount”) as may be necessary so that every net payment made under this Agreement after deduction or withholding for or on account of any Taxes (including any Taxes on such
increase and any penalties) is not less than the amount that 

  
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would have been paid absent such deduction or withholding. The foregoing obligation to pay Additional Amounts, however, will not apply with respect to (i) net income or franchise taxes, or
any tax imposed on net income, imposed on Agent, such Buyer and/or any other Eligible Assignee, with respect to payments required to be made by Seller under the Repurchase Documents, by a taxing jurisdiction in which Agent, such Buyer and/or any
other Eligible Assignee is organized, conducts business or is paying taxes (as the case may be), or (ii) Excluded Taxes. Promptly after Seller pays any taxes referred to in this Section 12.06, Seller will send Agent appropriate
evidence of such payment. 
 (b) In addition, Seller agrees to pay to the relevant Governmental Authority in accordance with
applicable law any current or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies (including, without limitation, mortgage recording taxes, transfer taxes and similar fees) imposed by the United States
or any taxing authority thereof or therein that arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Agreement (“Other Taxes”). 

(c) Seller agrees to indemnify Agent or any Buyer for the full amount of Taxes and Other Taxes, and the full amount of Taxes of any kind
imposed by any jurisdiction on amounts payable under this Section 12.06(c) arising therefrom or with respect thereto, provided that Agent or such Buyer shall have provided Seller with evidence, reasonably satisfactory to Seller,
of payment of Taxes or Other Taxes, as the case may be. 
 (d) An Eligible Assignee that is organized under the laws of a
jurisdiction outside the United States (a “Non-U.S. Assignee”) shall deliver to Seller two properly completed, and duly executed copies of either U.S. Internal Revenue Service Form W-8BEN,
W-8ECI, W-8EXP or W-8IMY (with applicable attachments), as appropriate, or any subsequent versions thereof or successors thereto, in each case claiming complete exemption from, or reduced rate of, U.S. Federal
withholding tax with respect to payments of interest hereunder. In addition, in the case of a Non-U.S. Assignee claiming exemption from U.S. Federal withholding tax under Section 871(h) or 881(c) of the Code, such Non-U.S. Assignee hereby
represents that such Non-U.S. Assignee is not a bank for purposes of Section 881(c) of the Code, is not a 10- percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of Seller and is not a controlled foreign
corporation related to Seller (within the meaning of Section 864(d)(4) of the Code), and such Non-U.S. Assignee agrees that it shall promptly notify Seller in the event any such representation is no longer accurate. Such forms shall be
delivered by each Non-U.S. Assignee on or before the date it becomes a party to this Agreement and on or before the date, if any, such Non-U.S. Assignee changes its applicable counterparty office by designating a different counterparty office (a
“New Counterparty Office”). In addition, each Non-U.S. Assignee shall deliver such forms within twenty (20) days after receipt of a written request therefor from Seller. 

(e) Seller shall not be required to indemnify any Non-U.S. Assignee, or pay any additional sums to any Non-U.S. Assignee, in respect of
United States Federal withholding tax pursuant to this Section 12.06 to the extent that (i) the obligation to withhold amounts with respect to United States Federal withholding tax existed on the date such Non-U.S. Assignee became a
party to this Agreement or, with respect to payments to a New Counterparty Office, the date such Non-U.S. Assignee designated such New Counterparty Office with respect to the 

  
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Transaction or (ii) the obligation to pay such additional amounts would not have arisen but for a failure by such Non-U.S. Assignee to provide the forms and representations required in
Section 12.06(d) above. 
 (f) Upon the execution of this Agreement, each Buyer and Agent shall, and upon the
request of Seller, any Eligible Assignee that is a “United States person” within the meaning of Section 7701(a)(30) of the Code shall deliver to Seller a duly executed original of Internal Revenue Service Form W-9 or such other
documentation or information prescribed by applicable laws or reasonably requested by Seller as will enable Seller to determine whether or not such Eligible Assignee is subject to backup withholding or information reporting requirements. Unless
Seller has received such forms or other documents or information required by this Section 12.06(f) to establish any such Eligible Assignee’s exemption from backup withholding tax, Seller shall not be required to pay additional sums
or indemnify such Eligible Assignee for any amount withheld. 
 (g) Any Person claiming any indemnity payment or additional sums
payable pursuant to this Section 12.06 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document reasonably requested in writing by Seller or to change the jurisdiction of its
applicable counterparty office if the making of such a filing or change would avoid the need for, or reduce the amount of, any such indemnity payment or additional sums which may thereafter accrue, so long as such filing or change in the applicable
lending office, in the reasonable judgment of Agent, any Buyer or Eligible Assignee, would not be otherwise disadvantageous to such Person. In addition, Seller shall not be required to indemnify or pay Buyer or any Eligible Assignee to the extent
that any amounts due are a result of the fault, misconduct or negligence of Buyer or Eligible Assignee. 
 (h) Without prejudice
to the survival or any other agreement of Seller hereunder, the agreements and obligations of Seller contained in this Section 12.06 shall survive the termination of this Agreement. Nothing contained in this Section 12.06
shall require Buyer to make available any of its tax returns or other information that it reasonably deems to be confidential or proprietary; provided, that any claim for Taxes made by Buyer or Eligible Assignee against Seller shall include
all information reasonably necessary in order for Seller to fully understand the nature and amount of the claim. 

Section 12.07 Payment and Survival of Obligations. Agent or any Buyer may at any time send Seller a notice showing the
calculation (in reasonable detail) of any amounts payable pursuant to this Article 12, and Seller shall pay such amounts to Agent or such Buyer within thirty (30) days after Seller receives such notice. Agent or any Buyer shall be
entitled to any compensation claimed under this Article 12 only if it shall at the time be the general policy of Agent or any Buyer (which, for purposes of this Section 12.07, shall mean such Person in its capacity as a buyer of
assets similar to the Purchased Asset in similar transactions with similar terms and conditions) to claim compensation under similar circumstances with respect to similarly situated sellers. Failure or delay on the part of Agent or such Buyer to
demand compensation pursuant to this Section 12.07 shall not constitute a waiver of Agent or such Buyer’s right to demand such compensation; provided, that the Seller shall not be required to compensate Agent or such Buyer
pursuant to this Article for any increased costs or reductions incurred more than four hundred and fifty (450) days prior to the date that Agent or such Buyer 

  
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notifies the Seller of the change in any Requirements of Law or in the interpretation or application thereof giving rise to such increased costs or reductions and of such Agent or such
Buyer’s intention to claim compensation therefor; provided, further, that, if the change in any Requirements of Law or in the interpretation or application thereof giving rise to such increased costs or reductions is retroactive,
then the four hundred and fifty (450) day period referred to above shall be extended to include the period of retroactive effect thereof. The obligations of Seller under this Article 12 shall apply to Eligible Assignees and Participants
(subject to the foregoing) and survive the termination of the Repurchase Documents. 
 ARTICLE 13 

INDEMNITY AND EXPENSES 
 Section 13.01 Indemnity. 
 (a) Seller shall release, defend, indemnify
and hold harmless Agent, each Buyer, Affiliates of Agent and each Buyer and its and their respective officers, directors, shareholders, partners, members, owners, employees, agents, attorneys, Affiliates and advisors (each an “Indemnified
Person” and collectively the “Indemnified Persons”), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, fees, costs, expenses (including reasonable legal fees and
expenses), penalties or fines of any kind that may be imposed on, incurred by or asserted against such Indemnified Person (collectively, the “Indemnified Amounts”) in any way relating to, arising out of or resulting from or in
connection with (i) the Repurchase Documents, the Purchased Asset Documents, the Purchased Asset, the Transaction, any Mortgaged Property, the Pledged Collateral or any action taken or omitted to be taken by any Indemnified Person in connection
with or under any of the foregoing, or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of any Repurchase Document, the Transaction, the Purchased Asset,
any Purchased Asset Document, (ii) any claims, actions or damages by an Underlying Obligor or lessee with respect to the Purchased Asset, (iii) any violation or alleged violation of, non-compliance with or liability under any Requirements
of Law, (iv) ownership of, Liens on, security interests in or the exercise of rights or remedies under any of the items referred to in the preceding clause (i), (v) any accident, injury to or death of any person or loss of or damage
to property occurring in, on or about any Mortgaged Property or on the adjoining sidewalks, curbs, parking areas, streets or ways, (vi) any use, nonuse or condition in, on or about, or possession, alteration, repair, operation, maintenance or
management of, any Mortgaged Property or on the adjoining sidewalks, curbs, parking areas, streets or ways, (vii) any failure by Seller to perform or comply with any Repurchase Document, Purchased Asset Document or the Purchased Asset,
(viii) performance of any labor or services or the furnishing of any materials or other property in respect of any Mortgaged Property or the Purchased Asset, (ix) any claim by brokers, finders or similar Persons claiming to be entitled to
a commission in connection with any lease or other transaction involving any Repurchase Document, the Purchased Asset, any Mortgaged Property or the Pledged Collateral, (x) any Lien or claim arising on or against the Purchased Asset, any
Mortgaged Property or the Pledged Collateral under any Requirements of Law or any liability asserted against Agent, any Buyer or any Indemnified Person with respect thereto, (xi) (1) a past, present or future violation or alleged violation
of any Environmental Laws in connection with any property or Mortgaged Property by any Person or other source, 

  
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whether related or unrelated to Seller or any Underlying Obligor, (2) any presence of any Materials of Environmental Concern in, on, within, above, under, near, affecting or emanating from
any Mortgaged Property, (3) the failure to timely perform any Remedial Work, (4) any past, present or future activity by any Person or other source, whether related or unrelated to Seller or any Underlying Obligor in connection with any
actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to
or from any Mortgaged Property of any Materials of Environmental Concern at any time located in, under, on, above or affecting any Mortgaged Property, (5) any past, present or future actual Release (whether intentional or unintentional, direct
or indirect, foreseeable or unforeseeable) to, from, on, within, in, under, near or affecting any Mortgaged Property by any Person or other source, whether related or unrelated to Seller or any Underlying Obligor, (6) the imposition, recording
or filing or the threatened imposition, recording or filing of any Lien on any Mortgaged Property with regard to, or as a result of, any Materials of Environmental Concern or pursuant to any Environmental Law, or (7) any misrepresentation or
failure to perform any obligations pursuant to any Repurchase Document or Mortgage Loan Document relating to environmental matters in any way, (xii) any business communications or dealings between the Parties relating thereto, or
(xiii) Seller’s conduct, activities, actions and/or inactions in connection with, relating to or arising out of any of the foregoing clauses of this Section 13.01, that, in each case, results from anything whatsoever other than
any Indemnified Person’s gross negligence or intentional misconduct, as determined by a court of competent jurisdiction pursuant to a final, non-appealable judgment. In any suit, proceeding or action brought by an Indemnified Person in
connection with the Purchased Asset for any sum owing thereunder, or to enforce any provisions of the Purchased Asset, Seller shall defend, indemnify and hold such Indemnified Person harmless from and against all expense, loss or damage suffered by
reason of any defense, setoff, counterclaim, recoupment or reduction of liability whatsoever of the account debtor or Underlying Obligor 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 Underlying Obligor from Seller. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 13.01 applies,
such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by Seller, an Indemnified Person or any other Person or any Indemnified Person is otherwise a party thereto and whether or not the Transaction
is entered into. 
 (b) If for any reason the indemnification provided in this Section 13.01 is unavailable to the
Indemnified Person or is insufficient to hold an Indemnified Person harmless, even though such Indemnified Person is entitled to indemnification under the express terms thereof, then Seller shall contribute to the amount paid or payable by such
Indemnified Person as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative benefits received by such Indemnified Person on the one hand and Seller on the other hand, the relative fault of
such Indemnified Person, and any other relevant equitable considerations. 
 (c) An Indemnified Person may at any time send
Seller a notice showing the calculation in reasonable detail of Indemnified Amounts, and Seller shall pay such Indemnified Amounts to such Indemnified Person within ten (10) Business Days after Seller receives such notice. The obligations of
Seller under this Section 13.01 shall apply to Eligible Assignees and Participants and survive the termination of this Agreement. 

  
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 Section 13.02 Expenses. Seller shall promptly on demand pay to or as
directed by Agent all reasonable and documented third-party out-of-pocket costs and expenses (including legal, accounting and advisory fees and expenses) incurred by Agent or any Buyer in connection with (a) the development, evaluation,
preparation, negotiation, execution, consummation, delivery and administration of, and any amendment, supplement or modification to, or extension, renewal or waiver of, the Repurchase Documents and the Transaction, (b) subject to the next
sentence, the Purchased Asset, including due diligence, inspection, testing, review, recording, registration, travel custody, care, insurance or preservation, (c) so long as an Event of Default exists, the enforcement of the Repurchase
Documents or the payment or performance by Seller of any Repurchase Obligations, and (d) so long as an Event of Default exists, any actual or attempted sale, exchange, enforcement, collection, compromise or settlement relating to the Purchased
Asset. Notwithstanding the foregoing, provided no Event of Default exists after the Purchase Date with respect to the Purchased Asset, Seller shall not be required to pay Agent’s or any Buyer’s out-of-pocket costs and expenses with respect
to surveillance of the Purchased Asset in an amount greater than $1,000.00 per annum. 
 ARTICLE 14

 INTENT 
 Section 14.01 Safe Harbor. The Parties intend (a) for the 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 Sections 101 or 741 of the Bankruptcy Code, (b) for the grant of a
security interest set forth in Article 11 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 Buyer (for so long as Buyer is a “financial institution,” “financial participant” or other entity listed in Section 555, 559 or 362(b)(6) 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,” including (x) the rights, set forth in
Article 10 and in Section 555, 559 and 561 of the Bankruptcy Code, to liquidate the Purchased Asset and terminate this Agreement, and (y) the right to offset or net out as set forth in Article 10 and Section 18.17 and in
Section 362(b)(6) of the Bankruptcy Code. 
 Section 14.02 Right to Liquidate. The Parties acknowledge and
agree that Agent’s right to liquidate the Purchased Asset delivered to it in connection with the Transaction hereunder or to exercise any other remedies pursuant to Articles 10 and 11 and as otherwise provided in the Repurchase
Documents is a contractual right to liquidate the Transaction as described in Section 555, 559 and 561 of the Bankruptcy Code. 

  
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 Section 14.03 Qualified Financial Contract. The Parties acknowledge and agree
that if a Party is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then the Transaction hereunder is a “qualified financial contract,” as
that term is defined in FDIA and any rules, orders or policy statements thereunder (except insofar as the type of assets subject to the Transaction would render such definition inapplicable). 

Section 14.04 Netting Contract. The Parties acknowledge and agree 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 the Transaction 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). 
 Section 14.05 Master Netting Agreement. The Parties expressly represent,
warrant, acknowledge and agree that this Agreement constitutes a “master netting agreement” as defined in Section 101(38A) of the Bankruptcy Code. 
 ARTICLE 15 
 DISCLOSURE RELATING TO CERTAIN FEDERAL PROTECTIONS

 The Parties acknowledge that they have been advised and understand that: 

(a) if one of the Parties to the Transaction is a broker or dealer registered with the Securities and Exchange Commission under
Section 14 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 do not protect the other Party with respect to the
Transaction; 
 (b) if one of the Parties to the Transaction is a government securities broker or a government securities dealer
registered with the Securities and Exchange Commission under Section 14C of the Securities Exchange Act of 1934, the Securities Investor Protection Act of 1970 will not provide protection to the other Party with respect to the Transaction;

 (c) if one of the Parties to the Transaction is a financial institution, funds held by the financial institution pursuant to
the Transaction 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; and 

(d) if one of the Parties to the Transaction 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 the 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. 

  
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 ARTICLE 16 
 NO RELIANCE 
 Each Party acknowledges, represents and warrants to the other
Party that, in connection with the negotiation of, entering into, and performance under, the Repurchase Documents and the Transaction: 
 (a) It is not relying (for purposes of making any investment decision or otherwise) on any advice, counsel or representations (whether written or oral) of the other Party, other than the representations
expressly set forth in the Repurchase 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 the Transaction) based on its own judgment
and on any advice from such advisors as it has deemed necessary and not on 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 Repurchase Documents and the Transaction and is capable of assuming and willing to assume (financially and
otherwise) those risks; 
 (d) It is entering into the Repurchase Documents and the Transaction for the purposes of managing its
borrowings or investments or hedging its underlying Asset or liabilities and not for purposes of speculation; 
 (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, guaranty or representation whatsoever as to the merits
(either legal, regulatory, tax, business, investment, financial accounting or otherwise) of the Repurchase Documents or the Transaction; and 
 (f) No partnership or joint venture exists or will exist as a result of the Transaction or entering into and performing the Repurchase Documents. 

ARTICLE 17 

AGENT 

Section 17.01 Reliance. Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing,
resolution, notice, statement, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed,
sent or made by the proper Person or Persons and upon the advice and statements of legal counsel (including, without limitation, counsel to Seller), independent accountants and other experts selected by Agent. Agent shall be fully justified in
failing or refusing to take any action under this Agreement or any other Repurchase Document unless it shall first receive such advice or 

  
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concurrence of each Buyer as Agent deems appropriate or it shall first be indemnified to its satisfaction by each Buyer against any and all liability and expense which may be incurred by it by
reason of taking, continuing or failing to take any such action. 
 Section 17.02 Knowledge. Agent shall not be
deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder unless Agent has received notice from a Buyer or Seller referring to this Agreement, describing such Default or Event of Default and stating that such
notice is a “notice of default”. In the event that Agent receives any such notice from Seller, Agent shall give notice thereof to each Buyer. Agent shall take such action (or refrain from taking any action) with respect to such Default or
Event of Default on behalf of each Buyer. Agent shall not incur liability to any Person by reason of so acting or refraining from acting. 
 Section 17.03 No Representations; No Reliance. Each Buyer expressly acknowledges that neither the Agent nor any of its officers, directors, employees, agents, attorneys in fact or Affiliates
has made any representations or warranties to it and that no act by the Agent hereinafter taken, including any review of the affairs of Seller shall be deemed to constitute any representation or warranty by the Agent to any Buyer. Each Buyer
represents to the Agent that it has, independently and without reliance upon the Agent or any other Buyer, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business,
operations, Property, financial and other condition and creditworthiness of Seller and made its own decision to purchase Eligible Assets hereunder and enter into this Agreement. Each Buyer also represents that it will, independently and without
reliance upon the Agent or any other Buyer, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement
and the other Repurchase Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of Seller. Except for notices, reports and other
documents expressly required to be furnished to each Buyer by the Agent hereunder or under the other Repurchase Documents, the Agent shall not have any duty or responsibility to provide any Buyer with any credit or other information concerning the
business, operations, Property, condition (financial or otherwise), prospects or creditworthiness of Seller that may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys in fact or Affiliates.

 Section 17.04 Indemnification by Buyer. Each Buyer agrees to indemnify the Agent in its capacity as such (to the
extent not reimbursed by Seller and without limiting the obligation of Seller to do so), ratably according to its percentage interest in the rights and obligations of a Buyer in effect on the date on which indemnification is sought under this
Section (or, if indemnification is sought after the date upon which the Repurchase Obligations shall have been satisfied, ratably in accordance with such Buyer’s percentage interest in the rights and obligations of a Buyer immediately prior to
such date), for, and to save Agent harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (including,
without limitation, at any time following satisfaction of the Repurchase Obligations) be imposed on, incurred by or asserted against Agent in any way relating to or arising out of, this Agreement, any of the other Repurchase Documents or any
documents contemplated by or referred to herein 

  
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or therein or the transactions contemplated hereby or thereby or any action taken or omitted by Agent under or in connection with any of the foregoing; provided, that no Buyer shall be
liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and non-appealable decision of a court of competent
jurisdiction to have resulted from Agent’s gross negligence or willful misconduct. The agreements in this Section shall survive the satisfaction of the Repurchase Obligations and all other amounts payable hereunder. 

Section 17.05 Free Agent. Agent and its Affiliates may make loans to, accept deposits from, and generally engage in any kind
of business with Seller as though Agent were not Agent hereunder and under the other Repurchase Documents. 
 Section 17.06
Exclusive Agent. Agent shall act as exclusive agent for each Buyer in any dealings with Seller and with the Transaction hereunder. Seller shall not be obligated to deal directly with any party other than Agent in connection with the
Transaction hereunder. Any action taken by Agent shall be an action on behalf of and for the benefit of each Buyer and any payments made by or on behalf of Seller hereunder to Agent shall be a payment for the account of each Buyer. 

Section 17.07 Resignation. Agent at any time may resign by giving sixty (60) days’ prior written notice of
resignation to Seller and each Buyer and complying with the applicable provisions of this Section 17.07; provided, however, that if the resignation of Agent due to a Requirement of Law renders such prior notice either
impossible or impracticable, no such prior written notice shall be required. Upon receiving such notice of resignation, with Seller’s consent for appointment, which consent for appointment shall not unreasonably be conditioned, delayed or
withheld (provided, that Seller’s consent for appointment shall not be required if an Event of Default has occurred and is continuing), a successor agent shall be promptly appointed by each Buyer by written instrument, in duplicate, one
copy of which instrument shall be delivered to the resigning Agent and one copy to the successor agent. Any successor agent appointed as provided in this Section 17.07 shall execute and deliver to Seller, each Buyer and to its
predecessor Agent an instrument accepting such appointment, and thereupon the resignation or removal of the predecessor Agent shall become effective and such successor agent, without any further act, deed or conveyance, shall become vested with all
the rights and obligations of its predecessor, with like effect as if originally named as Agent; provided, that upon the written request of either Seller, each Buyer or the successor agent, Agent ceasing to act shall execute and deliver
(a) an instrument transferring to such successor agent all of the rights of Agent so ceasing to act and (b) to such successor agent such instruments as are necessary to transfer the Purchased Items to such successor agent (including
assignments of the Purchased Asset or Repurchase Documents). Upon the request of any such successor agent made from time to time, Seller shall execute any and all papers necessary to more fully and certainly vest in and confirm to such successor
agent all such rights. 
 Section 17.08 Administration. 

(a) Expenses. Each Buyer shall reimburse Agent for its Pro Rata Share of any Approved Expenses which are not reimbursed by Seller
pursuant to and within the period required by the Repurchase Documents, or if payable upon demand or upon less than five (5)

  
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Business Days under the Repurchase Documents or not otherwise specified in the Repurchase Documents, within five (5) Business Days of the date after written demand by Agent is received by
Buyers. Agent shall have the right, but not the obligation, to incur such Approved Expenses prior to reimbursement therefor by Buyers. 
 (b) Actions by Agent; Required Consents. 
 (i) Except as
specified in this Section 17.08, Agent shall exercise its sole discretion to act or not to act under the Repurchase Documents. Such discretion may be exercised with respect to the granting of approvals, consents and modifications under
the Repurchase Documents and with respect to the exercise or refraining from exercise of rights under the Repurchase Documents. 
 (ii) Notwithstanding Section 17.08(b)(i), the following matters shall require the prior written unanimous consent of all of Buyers: 

(A) any action which would subject Buyers to any additional obligations. 

(B) any change (other than by operation of the Repurchase Documents) in the Pricing Rate under the Transaction;

 (C) any change (other than by operation of the Repurchase Documents) in any fees to be shared among Buyers;

 (D) any change (other than by operation of the Repurchase Documents) in the Facility Termination Date of the
Transaction; 
 (E) any release, termination, modification or amendment of the Guarantee Agreement; 

(F) any forgiveness of or reduction in Purchase Price or Price Differential or any extension of time for payment of
Purchase Price or Price Differential; 
 (G) any change in the definition of Requisite Buyers or Pro Rata Share
(except in connection with a permitted assignment of a portion of a Buyer’s Pro Rata Share); 
 (H) any
amendment to this Section 17.08(b)(ii); 
 (I) the waiver of any Monetary Default that continues for
any length of time or any Non-Monetary Default that continues for more than sixty (60) days; 
 (J) the
approval of any request by Seller to release all or any portion of the Purchased Asset which is not otherwise specifically provided in this Agreement; 

  
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 (K) any sale, assignment or transfer by Seller of any of its rights under
this Agreement or the other Repurchase Documents or delegations of its duties thereunder. 
 (iii)
Notwithstanding Sections 17.08(b)(i) and (ii), the following matters shall require the prior consent of the Requisite Buyers: 
 (A) the acceleration of the Repurchase Date under the Repurchase Documents or the commencement of remedies or the rescission thereof for any Default or Event of Default (other than accelerations and
rescissions that are provided for under the terms of the Repurchase Documents); 
 (B) the approval of a
Post-Foreclosure Plan or any amendment thereto after Agent (or its nominee) declares an Accelerated Repurchase Date, pursuant to Section 17.08(e); 
 (C) the waiver of any Non-Monetary Default to the extent not cured within the sixty (60) day period referred to in Section 17.08(b)(ii); 

(D) the waiver of any late charges; 

(E) the waiver of any Price Differential which accrues at the Default Rate; 

(F) any waiver of any material condition to the Transaction; 

(G) except for the approval rights of Agent set forth elsewhere in this Agreement, and except as referred to in
Section 17.08(b)(ii), approval of any amendment, modification or termination of this Agreement, or any other Repurchase Document, or waiver of any provision herein or therein; 

(H) delivery of notices, including notices of Default, hereunder and under the other Repurchase Documents, in accordance
with the terms of this Agreement; 
 (I) except as may be otherwise specifically restricted by the terms of this
Agreement or any other Repurchase Documents, exercise all remedies given to Agent or Buyers with respect to the Purchased Asset which is the subject of the Transaction under the Repurchase Documents, applicable law or otherwise; 

(J) intentionally omitted; 
 (K) approval of the Transaction, including accepting exceptions to the representations and warranties set forth on Schedule II to this Agreement; 

(L) intentionally omitted; and 
 (M) approval of Material Actions. 

  
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 (c) Instructions. In addition to the required consents or approvals referred to in
Sections 17.08(b)(ii) and (iii) above, Agent may at any time request instructions from the Requisite Buyers with respect to any actions or approvals which, by the terms of this Agreement, or of any of the other Repurchase
Documents, Agent is permitted or required to take or to grant without instructions from any Buyers, and if such instructions are promptly requested, Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and
shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Repurchase Documents until it shall have received such instructions from the Requisite Buyers. Without
limiting the foregoing, no Buyer shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement or any of the other Repurchase Documents in accordance with the instructions of the
Requisite Buyers or, where applicable, all of Buyers. Agent shall promptly notify each Buyer at any time that Buyers have instructed Agent to act or refrain from acting pursuant thereto. 

(d) Reimbursement of Costs. If Agent shall: (i) employ counsel for advice or other representation (whether or not any suit
has been or shall be filed) with respect to the Purchased Asset or any part thereof, or any of the Repurchase Documents, or the attempt to enforce any security interest or any of the Repurchase Documents; or (ii) commence any proceeding or in
any way seek to enforce its rights or remedies under the Repurchase Documents, irrespective of whether as a result thereof Agent shall acquire title to the Purchased Asset, each Buyer, upon demand therefor from time to time, shall contribute its Pro
Rata Share of the reasonable costs and/or expenses of any advice or other representation, enforcement or acquisition, to the extent not otherwise reimbursed by Seller; provided that Agent shall not be entitled to reimbursement of its
attorneys’ fees and expenses incurred in connection with the resolution of disputes between Agent and other Buyers unless Agent shall be the prevailing party in any such dispute. Any loss of Purchase Price and Price Differential resulting from
any Default shall be shared by Buyers in accordance with their respective Pro Rata Shares. It is understood and agreed that in the event Agent determines it is necessary to engage counsel for Buyers from and after the occurrence of Default, such
counsel shall be selected by Agent and written notice of such selection, together with a copy of such counsel’s engagement letter and fee estimate, shall be delivered to Buyers. In no event will Agent retain counsel for Buyers to which any
Buyer has a reasonable objection, provided that such Buyer gives Agent written notice of such objection within five (5) Business Days after receipt of Agent’s written notice identifying such counsel. 

(e) Remedies. Notwithstanding any provisions of Section 17.08(b) to the contrary, if an Event of Default shall occur
and be continuing, and if, within sixty (60) days thereafter, the Requisite Buyers shall not agree upon what action, if any, Agent shall take under the Repurchase Documents by reason thereof, then Agent shall provide written notice to Buyers of
Agent’s intention to take the actions provided for in this Section 17.08(e) and, unless Agent shall be instructed not to take such actions, or to take other or different actions, by Requisite Buyers prior to the expiration of the
Buyer Reply Period, Agent shall proceed to take the following actions unless and until Agent shall be instructed by Requisite Buyers to cease taking such actions and/or to take other or different actions: (i) declare an Accelerated Repurchase
Date 

  
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and all amounts outstanding under this Agreement and the other Repurchase Documents to be immediately due and payable and (ii) enforce Agent’s rights under the Repurchase Documents.
Notwithstanding anything to the contrary contained in this Section 17.08)(e) or this Agreement, Buyers hereby authorize Agent, at any time prior to the expiration of the sixty (60) day period referred to in the previous sentence
after a Default has occurred, to commence the actions described in Sections 17.08(e)(i) and (ii) herein only if the Requisite Buyers have not already agreed to such action, so long as Agent determines, in good faith, that such
action or actions are necessary in order to preserve the value of the Purchased Asset. 
 (f) Notices. Each Buyer agrees
that any action taken by Agent which is authorized under this Agreement or any action taken at the direction or with the consent of the Requisite Buyers in accordance with the provisions of this Agreement or any other Repurchase Documents, and the
exercise by Agent at the direction or with the consent of the Requisite Buyers of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all Buyers, except
for actions specifically requiring the approval of all Buyers. All communications from Agent to Buyers requesting Buyers’ determination, consent, approval or disapproval: (1) shall be given in the form of a written notice to each Buyer
delivered in accordance with Section 18.12 hereof; (2) shall be accompanied by a description of the matter or thing as to which such determination, approval, consent or disapproval is requested, or shall advise each Buyer where such
matter or thing may be inspected, or shall otherwise describe the matter or issue to be resolved; (3) shall include, if reasonably requested by a Buyer and to the extent not previously provided to such Buyer, written materials and a summary of
all oral information provided to Agent by Seller in respect of the matter or issue to be resolved; and (4) shall include Agent’s recommended course of action or determination in respect thereof. Each Buyer shall reply promptly, but in any
event within ten (10) Business Days (the “Buyer Reply Period”). Unless a Buyer shall give written notice to Agent that it objects to the recommendation or determination of Agent (together with a written explanation of the
reasons behind such objection) within the Buyer Reply Period, such Buyer shall be deemed to have approved of or consented to such recommendation or determination. With respect to decisions requiring the approval of the Requisite Buyers or all
Buyers, Agent shall submit its recommendation or determination for approval of or consent to such recommendation or determination to all Buyers and upon receiving the required approval or consent shall follow the course of action or determination
recommended to Buyers by Agent or such other course of action recommended by the Requisite Buyers, and each non-responding Buyer shall be deemed to have concurred with such recommended course of action. 

Section 17.09 Foreclosure; Post-Foreclosure Operations. In the event that all or any portion of the Purchased Asset shall be
acquired by Agent as the result of an Accelerated Repurchase Date, the Purchased Asset shall be held in the name of a special purpose entity that is a subsidiary of Agent, as agent, for the ratable benefit of Buyers. Agent shall prepare a
recommended course of action and operating budget for the Purchased Asset (the “Post-Foreclosure Plan”), which shall be subject to the approval of the Requisite Buyers as soon as reasonably practicable, but not more than ninety
(90) days, after it succeeds to the interest of Seller in the Purchased Asset. In the event that the Requisite Buyers do not approve such Post-Foreclosure Plan, Agent shall submit alternative Post-Foreclosure Plans to Buyers for evaluation and
the approval of the Requisite Buyers. In accordance with the approved Post-Foreclosure Plan, Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise 

  
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deal with the Purchased Asset acquired, and administer all transactions relating thereto. Actions taken by Agent with respect to the Collateral which are not provided for in the approved
Post-Foreclosure Plan or reasonably incidental thereto, shall require the consent of the Requisite Buyers by way of supplement to such Post-Foreclosure Plan. Within five (5) Business Days after demand therefor from time to time, each Buyer
shall contribute its Pro Rata Share of all costs and expenses incurred by Agent permitted under this Agreement in connection with the ownership of the Purchased Asset. In addition, Agent shall render or cause to be rendered to each Buyer, monthly,
an income and expense statement for the Purchased Asset, and each Buyer shall promptly contribute its Pro Rata Share of any operating loss for the Purchased Asset, and such other expenses and operating reserves as Agent shall deem reasonably
necessary. To the extent there is net operating income from the Purchased Asset, Agent shall, in accordance with the Post-Foreclosure Plan, determine the amount and timing of distributions to Buyers. All such distributions shall be made to Buyers in
accordance with their respective Pro Rata Shares. Buyers acknowledge that if title to the Purchased Asset is obtained by Agent or its nominee, the Purchased Asset will not be held as a permanent investment but will be liquidated as soon as
practicable. Agent shall undertake to sell the Purchased Asset to a third party or parties, at such price and upon such arms-length terms and conditions as the Requisite Buyers shall reasonably determine to be most advantageous to Buyers.

 ARTICLE 18 
 MISCELLANEOUS 
 Section 18.01 Governing Law. This Agreement and
any claim, controversy or dispute arising under or related to or in connection with this Agreement, the relationship of the parties, and/or the interpretation and enforcement of the rights and duties of the parties will be governed by the laws of
the State of New York without regard to any conflicts of law principles other than Section 5-1401 of the New York General Obligations Law. 
 Section 18.02 Submission to Jurisdiction; Service of Process. Agent and each Buyer irrevocably and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of
the courts of the State of New York sitting in the Borough of Manhattan and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to
the Repurchase Documents, or for recognition or enforcement of any judgment, and each Party irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such State court or, to the
fullest extent permitted by applicable law, in such Federal court. Each Party agrees 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 Agreement or the other Repurchase Documents shall affect any right that Agent or any Buyer may otherwise have to bring any action or proceeding arising out of or relating to the Repurchase Documents against Seller or
its properties in the courts of any jurisdiction. Seller irrevocably and unconditionally waives, to the fullest extent permitted by Requirements of Law, any objection that it may now or hereafter have to the laying of venue of any action or
proceeding arising out of or relating to the Repurchase Documents in any court referred to above, and the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each Party irrevocably consents to service
of process in the manner provided for notices in Section 18.12. Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by applicable law. 

  
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 Section 18.03 IMPORTANT WAIVERS. 

(a) SELLER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT TO ASSERT A COUNTERCLAIM, OTHER THAN A COMPULSORY
COUNTERCLAIM, IN ANY ACTION OR PROCEEDING BROUGHT AGAINST IT BY AGENT OR ANY INDEMNIFIED PERSON, BUT SUCH WAIVER SHALL NOT PREVENT SELLER FROM ASSERTING AGAINST AGENT IN A SEPARATE ACTION ANY CLAIM, ACTION, CAUSE OF ACTION OR DEMAND THAT SELLER
MIGHT HAVE, WHETHER OR NOT ARISING OUT OF THIS AGREEMENT. 
 (b) TO THE EXTENT PERMITTED BY REQUIREMENTS OF LAW, EACH PARTY
HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE BETWEEN THEM, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, CONNECTED WITH OR RELATED TO THE REPURCHASE
DOCUMENTS, THE PURCHASED ASSET, THE TRANSACTION, ANY DEALINGS OR COURSE OF CONDUCT BETWEEN THEM, OR ANY STATEMENTS (WRITTEN OR ORAL) OR OTHER ACTIONS OF EITHER PARTY. NEITHER PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN
WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. INSTEAD, ANY SUCH DISPUTE RESOLVED IN COURT WILL BE RESOLVED IN A BENCH TRIAL WITHOUT A JURY. 
 (c) TO THE EXTENT PERMITTED BY REQUIREMENTS OF LAW, SELLER HEREBY WAIVES ANY RIGHT TO CLAIM OR RECOVER IN ANY LITIGATION WHATSOEVER INVOLVING ANY INDEMNIFIED PERSON, ANY SPECIAL, EXEMPLARY, PUNITIVE,
INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES, WHETHER SUCH WAIVED DAMAGES ARE BASED ON STATUTE, CONTRACT, TORT, COMMON LAW OR ANY OTHER LEGAL THEORY,
WHETHER THE LIKELIHOOD OF SUCH DAMAGES WAS KNOWN AND REGARDLESS OF THE FORM OF THE CLAIM OF ACTION. NO INDEMNIFIED PERSON SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY UNINTENDED RECIPIENTS OF ANY INFORMATION OR OTHER MATERIALS DISTRIBUTED
BY IT THROUGH TELECOMMUNICATIONS, ELECTRONIC OR OTHER INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH ANY REPURCHASE DOCUMENT OR THE TRANSACTION. 
 (d) SELLER CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF AGENT, ANY BUYER OR AN INDEMNIFIED PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT AGENT, ANY BUYER OR AN INDEMNIFIED PERSON WOULD
NOT SEEK TO ENFORCE ANY OF THE WAIVERS IN THIS SECTION 18.03 IN THE EVENT OF LITIGATION OR OTHER CIRCUMSTANCES. THE SCOPE OF SUCH WAIVERS IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT
RELATE TO THE SUBJECT MATTER OF THE REPURCHASE DOCUMENTS, REGARDLESS OF THEIR LEGAL THEORY. 

  
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 (e) EACH PARTY ACKNOWLEDGES THAT THE WAIVERS IN THIS SECTION 18.03 ARE A MATERIAL
INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT SUCH PARTY HAS ALREADY RELIED ON SUCH WAIVERS IN ENTERING INTO THE REPURCHASE DOCUMENTS, AND THAT SUCH PARTY WILL CONTINUE TO RELY ON SUCH WAIVERS IN THEIR RELATED FUTURE DEALINGS UNDER THE
REPURCHASE DOCUMENTS. EACH PARTY FURTHER REPRESENTS AND WARRANTS THAT IT HAS REVIEWED SUCH WAIVERS WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL AND OTHER RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.

 (f) THE WAIVERS IN THIS SECTION 18.03 ARE IRREVOCABLE, MEANING THAT THEY MAY NOT BE MODIFIED EITHER ORALLY OR IN
WRITING, AND SHALL APPLY TO ANY AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO ANY OF THE REPURCHASE DOCUMENTS. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT. 

(g) THE PROVISIONS OF THIS SECTION 18.03 SHALL SURVIVE TERMINATION OF THE REPURCHASE DOCUMENTS AND THE PAYMENT IN FULL OF THE
REPURCHASE OBLIGATIONS. 
 Section 18.04 Integration. The Repurchase Documents supersede and integrate all previous
negotiations, contracts, agreements and understandings (whether written or oral) between the Parties relating to a sale and repurchase of the Purchased Asset and the other matters addressed by the Repurchase Documents, and contain the entire final
agreement of the Parties relating to the subject matter thereof. 
 Section 18.05 Intentionally Omitted. 

Section 18.06 Use of Employee Plan Assets. No assets of an employee benefit plan subject to any provision of ERISA shall be
used by either Party in the Transaction. 
 Section 18.07 Survival and Benefit of Seller’s Agreements. The
Repurchase Documents and the Transaction shall be binding on and shall inure to the benefit of the Parties and their successors and permitted assigns. All of Seller’s representations, warranties, agreements and indemnities in the Repurchase
Documents shall survive the termination of the Repurchase Documents and the payment in full of the Repurchase Obligations, and shall apply to and benefit all Indemnified Persons, Buyer and its successors and assigns, Eligible Assignees and
Participants. No other Person shall be entitled to any benefit, right, power, remedy or claim under the Repurchase Documents. 

Section 18.08 Assignments and Participations. 
 (a) Seller shall not sell, assign or transfer any of its rights or the Repurchase Obligations or delegate its duties under this Agreement or any other Repurchase Document without the prior written consent
of Agent, and any attempt by a Seller to do so without such consent shall be null and void. 

  
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 (b) Any Buyer may at any time, upon notice to Seller, sell participations to any Eligible
Assignee (a “Participant”) in all or any portion of such Buyer’s rights and/or obligations under the Repurchase Documents; provided, that (i) such Buyer’s obligations under the Repurchase Documents shall remain
unchanged, (ii) such Buyer shall remain solely responsible to Seller for the performance of such obligations, and (iii) Seller shall continue to deal solely and directly with Agent in connection with Buyer’s rights and obligations
under the Repurchase Documents. No Participant shall have any right to approve any amendment, waiver or consent with respect to any Repurchase Document, except to the extent that the Repurchase Price or Price Differential of the Purchased Asset
would be reduced or the Repurchase Date of the Purchased Asset would be postponed. Each Participant shall be entitled to the benefits of Article 12 to the same extent as if it had acquired its interest by assignment pursuant to
Section 18.08(c), but shall not be entitled to receive any greater payment thereunder than Buyer would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such
Participant is made with Seller’s prior written consent. To the extent permitted by Requirements of Law, each Participant shall be entitled to the benefits of Sections 10.02(i) and 18.17 to the same extent as if it had
acquired its interest by assignment pursuant to Section 18.08(c). 
 (c) Any Buyer may at any time, upon notice to
Seller, sell and assign to any Eligible Assignee all or any portion of all of the rights and obligations of such Buyer under the Repurchase Documents. Notwithstanding anything herein to the contrary, Wells Fargo Bank, National Association, in its
capacity as a Buyer, agrees that it will at all times hold directly at least 51% of the rights and obligations of a Buyer which Wells Fargo Bank, National Association holds as of the Closing Date under the Repurchase Documents, free and clear of any
assignment or participation. Each such assignment shall be made pursuant to an Assignment and Acceptance substantially in the form of Exhibit F (an “Assignment and Acceptance”). From and after the effective date of such
Assignment and Acceptance, (i) such Eligible Assignee shall be a Party and, to the extent provided therein, have the rights and obligations of such Buyer under the Repurchase Documents with respect to the percentage and amount of the Repurchase
Price allocated to it, (ii) such Buyer shall, to the extent provided therein, be released from such obligations (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Buyer’s rights and obligations
under the Repurchase Documents, such Buyer shall cease to be a Party), (iii) the obligations of such Buyer shall be deemed to be so reduced, and (iv) Agent will give prompt written notice thereof (including identification of the Eligible
Assignee and the amount of Repurchase Price allocated to it) to each Party (but Buyer shall not have any liability for any failure to timely provide such notice). Any sale or assignment by Buyer of rights or obligations under the Repurchase
Documents that does not comply with this Section 18.08(c) shall be treated for purposes of the Repurchase Documents as a sale by Buyer of a participation in such rights and obligations in accordance with Section 18.08(b).
Upon written request of Agent or any Buyer who proposes to sell and assign to an Eligible Assignee the rights and obligations of such Buyer under the Repurchase Documents, Seller shall cause its counsel(s) who issued opinions on behalf of Seller and
Guarantor (collectively, “Seller’s Counsel”), to issue a reliance letter, within a commercially reasonable period of time following such request, in favor of such Eligible Assignee permitting such Eligible Assignee to rely on
the legal opinions issued by Seller’s Counsel on the Closing Date (but which did not otherwise by its terms permit reliance). 

  
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 (d) Seller shall cooperate with Agent in connection with any such sale and assignment of
participations or assignments and shall enter into such restatements of, and amendments, supplements and other modifications to, the Repurchase Documents to give effect to any such sale or assignment; provided, that (i) none of the
foregoing shall change any economic or other material term of the Repurchase Documents in a manner adverse to Seller without the consent of Seller or require the Seller to incur any out-of-pocket costs or expenses (ii) the form and substance of
such restatement, amendment, supplement or modification shall be reasonably acceptable to Seller, and (iii) Seller shall have no obligation to pay any fees, costs and expenses in connection with such restatement, amendment, supplement or
modification. 
 (e) Agent, acting for this purpose solely as a non-fiduciary agent of Seller, shall maintain, or cause to be
maintained, a record with the name and address of each Participant and the principal amounts (and stated interest, if any) due to any such Participants under the Agreement and the Transaction (the “Participant Register”). The
entries in the Participant Register shall be conclusive, absent manifest error. The Parties shall treat each Person whose name is recorded in the Participant Register pursuant to the terms hereof as the owner of the applicable rights and obligations
and no sale of participation shall be effective unless duly noted in the Participant Register. The portion of the Participant Register relating to any Participant requesting (directly or through Buyer or through an Assignee) payment from Seller
under the Agreement shall be made available to Seller upon reasonable request. 
 (f) Agent, acting for this purpose solely as a
non-fiduciary agent of Seller, shall maintain, or cause to be maintained, a record with the name and address of each Assignee and the principal amounts (and stated interest, if any) due to any such Assignee under the Agreement and the Transaction
(the “Register”). The entries in the Register shall be conclusive, absent manifest error. The Parties shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as the owner of the applicable rights
and obligations and no transfer or assignment shall be effective unless duly noted in the Register. The Register shall be made available to Seller upon reasonable request. 
 Section 18.09 Ownership and Hypothecation of Purchased Asset. Title to the Purchased Asset shall pass to and vest in Agent and each Buyer on the applicable Purchase Dates and, subject to the
terms of the Repurchase Documents, Agent and each Buyer or its designees shall have free and unrestricted use of the Purchased Asset and be entitled to exercise all rights, privileges and options relating to the Purchased Asset as the owner thereof,
including rights of subscription, conversion, exchange, substitution, voting, consent and approval, and to direct any servicer or trustee. Each Buyer or its designees may engage in repurchase transactions with the Purchased Asset or otherwise sell,
pledge, repledge, transfer, hypothecate, or rehypothecate the Purchased Asset, all on terms that Buyer may determine; provided, that (i) no such transaction shall affect the obligations of Agent to transfer the Purchased Asset to Seller
on the applicable Repurchase Dates free and clear of any pledge, Lien, security interest, encumbrance, charge or other adverse claim and (ii) Seller shall not have any obligation to pay any fees, costs or expenses in connection with such
transaction. In the event Agent engages in a repurchase transaction with any of the Purchased Asset or otherwise pledges or hypothecates any of the 

  
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Purchased Asset, Agent shall have the right to assign to its counterparty any of the applicable representations or warranties herein and the remedies for breach thereof, as they relate to the
Purchased Asset that are subject to such repurchase transaction. 
 Section 18.10 Confidentiality. All information
regarding the terms set forth in any of the Repurchase Documents or the Transaction and all information provided to Agent regarding Seller, Guarantor and their respective businesses shall be kept confidential and shall not be disclosed by either
Party to any Person except (a) to the Affiliates of such Party or its or their respective directors, members, managers, officers, employees, agents, advisors, attorneys and other representatives who are informed of the confidential nature of
such information and instructed to keep it confidential, (b) to the extent requested by any regulatory authority or required by Requirements of Law, (c) to the extent required to be included in the financial statements of either Party or
an Affiliate thereof, (d) to the extent required to exercise any rights or remedies under the Repurchase Documents, Purchased Asset or Mortgaged Properties, (e) to any current or potential investors in Seller, Guarantor or any of their
Affiliates, or their respective advisors, attorneys and accountants, provided each of the foregoing (except in the case of Persons bound by professional obligations of confidentiality who have been instructed to keep such information confidential)
has agreed in writing to keep all such information confidential and, to the extent the recipient has more than one group or division, such Person has further agreed in writing not to share or disclose such confidential information to any other group
or division within such Person unless such other group or division is actively involved in the transaction and has complied with requirements of this clause (e), (f) to the extent required to consummate and administer the Transaction or
(g) to any actual or prospective Participant or Eligible Assignee which agrees to comply with this Section 18.10; provided, that no such disclosure made with respect to any Repurchase Document shall include a copy of such
Repurchase Document to the extent that a summary would suffice, but if it is necessary for a copy of any Repurchase Document to be disclosed, all pricing and other economic terms set forth therein shall be redacted before disclosure. Notwithstanding
anything to the contrary herein, the tax treatment of the Transaction contemplated under the Repurchase Documents shall not be treated as confidential. 
 Section 18.11 No Implied Waivers. No failure on the part of Agent, any Buyer to exercise, or delay in exercising, any right or remedy under the Repurchase Documents shall operate as a waiver
thereof; nor shall any single or partial exercise of any right or remedy thereunder preclude any further exercise thereof or the exercise of any other right. The rights and remedies in the Repurchase Documents are cumulative and not exclusive of any
rights and remedies provided by law. Application of the Default Rate after an Event of Default shall not be deemed to constitute a waiver of any Event of Default or Agent’s or any Buyer’s rights and remedies with respect thereto, or a
consent to any extension of time for the payment or performance of any obligation with respect to which the Default Rate is applied. Except as otherwise expressly provided in the Repurchase Documents, no amendment, waiver or other modification of
any provision of the Repurchase Documents shall be effective without the signed agreement of Seller and Agent, on behalf of each Buyer. Any waiver or consent under the Repurchase Documents shall be effective only if it is in writing and only in the
specific instance and for the specific purpose for which given. 

  
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 Section 18.12 Notices and Other Communications. Unless otherwise provided in
this Agreement, all notices, consents, approvals, requests and other communications required or permitted to be given to a Party hereunder shall be in writing and sent prepaid by hand delivery, by certified or registered mail, by expedited
commercial or postal delivery service, or by facsimile or email if also sent by one of the foregoing, to the address for such Party specified in Annex I or such other address as such Party shall specify from time to time in a notice to the
other Party. Any of the foregoing communications shall be effective upon receipt, or in the case of (a) notice by mail, five (5) days after being deposited in the United States mail, first class postage prepaid, (b) notice by
guaranteed overnight courier, upon confirmation of delivery by such courier service, or (c) notice by facsimile copy or e-mail, when verbal or electronic response of receipt is obtained, in each case sent to the address specified in the first
sentence of this Section. A Party receiving a notice that does not comply with the technical requirements of this Section 18.12 may elect to waive any deficiencies and treat the notice as having been properly given. 

Section 18.13 Counterparts; Electronic Transmission. Any Repurchase Document may be executed in counterparts, each of which
shall be deemed to be an original, but all of which shall together constitute but one and the same instrument. The parties agree that this Agreement, any documents to be delivered pursuant to this Agreement, any other Repurchase Document and any
notices hereunder may be transmitted between them by email and/or facsimile. The parties intend that faxed signatures and electronically imaged signatures such as .pdf files shall constitute original signatures and are binding on all parties.

 Section 18.14 No Personal Liability. No administrator, incorporator, Affiliate, owner, member, partner,
stockholder, officer, director, employee, agent or attorney of Agent or any Buyer, any Indemnified Person, Seller or Guarantor, as such, shall be subject to any recourse or personal liability under or with respect to any obligation of Agent, any
Buyer, Seller or Guarantor under the Repurchase Documents, whether by the enforcement of any assessment, by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed that (a) the obligations of Agent,
each Buyer, Seller or Guarantor under the Repurchase Documents are solely their respective corporate, limited liability company or partnership obligations, as applicable, (b) any such recourse or personal liability is hereby expressly waived,
and (c) no deficiency or other judgment may be sought or obtained against any Person other than any Buyer, Agent, Seller and Guarantor solely in their respective corporate, limited liability company or partnership obligations, as applicable.
This Section 18.14 shall survive the termination of the Repurchase Documents. 
 Section 18.15 Protection of
Buyer’s Interests in the Purchased Asset; Further Assurances. 
 (a) Seller shall cause the Repurchase Documents and/or
all financing statements and continuation statements and any other necessary documents covering the right, title and interest of each Buyer to the Purchased Asset to be promptly recorded, registered and filed, and at all times to be kept recorded,
registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect such right, title and interest. Seller shall deliver to Agent file-stamped copies of, or filing receipts for, any document recorded,
registered or filed as provided above, as soon as available following such recording, registration or filing. Seller shall execute any and all documents reasonably required to fulfill the intent of this Section 18.15. 

  
 80 









 (b) Seller will promptly at its expense execute and deliver such instruments and documents
and take such other actions as Agent may reasonably request from time to time in order to perfect, protect, evidence, exercise and enforce any Buyer’s rights and remedies under and with respect to the Repurchase Documents, the Transaction and
the Purchased Asset. 
 (c) If Seller fails to perform any of its Repurchase Obligations, upon reasonable prior written notice
to Seller, Agent may (but shall not be required to) perform or cause to be performed such Repurchase Obligation, and the reasonable and documented costs and expenses incurred by Agent in connection therewith shall be payable by Seller. Without
limiting the generality of the foregoing, if an Event of Default has occurred and is continuing, Seller authorizes Agent at the option of Agent and the expense of Seller, at any time and from time to time, to take all actions and pay all amounts
that Agent deems necessary or appropriate to protect, enforce, preserve, insure, service, administer, manage, perform, maintain, safeguard, collect or realize on the Purchased Asset and each Buyer’s Liens and interests therein or thereon and to
give effect to the intent of the Repurchase Documents. No Default or Event of Default shall be cured by the payment or performance of any Repurchase Obligation by Agent on behalf of Seller. Agent may make any such payment in accordance with any
bill, statement or estimate procured from the appropriate public office or holder of the claim to be discharged without inquiry into the accuracy of such bill, statement or estimate or into the validity of any tax assessment, sale, forfeiture, tax
Lien, title or claim except to the extent such payment is being contested in good faith by Seller in appropriate proceedings and against which adequate reserves are being maintained in accordance with GAAP. 

(d) Without limiting the generality of the foregoing, Seller will no earlier than six (6) or later than three (3) months before
the fifth (5th) anniversary of the date of filing of each UCC financing statement filed in connection with to any Repurchase Document or any Transaction, (i) deliver and file or cause to be filed an appropriate continuation statement with
respect to such financing statement (provided that Agent may elect to file such continuation statement), and (ii) deliver or cause to be delivered to Agent an opinion of counsel, in form and substance reasonably satisfactory to Agent,
confirming and updating the opinion delivered pursuant to Section 6.01(a) with respect to perfection and otherwise to the effect that the security interests hereunder continue to be enforceable and perfected security interests, subject
to no other Liens of record except as provided herein or otherwise permitted hereunder, which opinion may contain usual and customary assumptions, limitations and exceptions. 
 (e) Except as provided in the Repurchase Documents, the sole duty of Agent, any Buyer, Custodian or any other designee or agent of any Buyer with respect to the Purchased Asset shall be to use reasonable
care in the custody, use, operation and preservation of the Purchased Asset in its possession or control. Neither Agent nor any Buyer shall incur any liability to Seller or any other Person for any act of Governmental Authority, act of God or other
destruction in whole or in part or negligence or wrongful act of custodians or agents selected and supervised by Agent or any Buyer with reasonable care, or Agent’s or any Buyer’s failure to provide adequate protection or insurance for the
Purchased Asset. Neither Agent nor any Buyer shall have any obligation to take any action to preserve any rights of Seller in the Purchased 

  
 81 









 
Asset against prior parties, and Seller hereby agrees to take such action. Neither Agent nor any Buyer shall have any obligation to realize upon the Purchased Asset except through proper
application of any distributions with respect to the Purchased Asset made directly to Agent or any Buyer or its agent(s). So long as Agent, any Buyer and Custodian shall act in good faith in their handling of the Purchased Asset, Seller waives or is
deemed to have waived the defense of impairment of the Purchased Asset by Buyer and Custodian. 
 (f) At Buyer’s election
(at Buyer’s sole cost and expense) and at any time during the term of this Agreement, Buyer may complete and record any or all of the Blank Assignment Documents as further evidence of Buyer’s ownership interest in the Purchased Asset.

 Section 18.16 Default Rate. To the extent permitted by Requirements of Law, Seller shall pay interest at the
Default Rate on the amount of all Repurchase Obligations not paid when due under the Repurchase Documents until such Repurchase Obligations are paid or satisfied in full. 
 Section 18.17 Set-off. 
 (a) In addition to any rights now or
hereafter granted under the Repurchase Documents, Requirements of Law or otherwise, Seller hereby grants to Agent, each Buyer and each Indemnified Person, to secure repayment of the Repurchase Obligations, a right of set-off upon any and all of the
following: monies, securities, collateral or other property of Seller and any proceeds from the foregoing, now or hereafter held or received by Agent, any Buyer, any Affiliate of Agent or any Buyer or any Indemnified Person, for the account of
Seller, whether for safekeeping, custody, pledge, transmission, collection or otherwise, and also upon any and all deposits (general, specified, special, time, demand, provisional or final) and credits, claims or Indebtedness of Seller, at any time
existing, and any obligation owed by Agent or any Buyer or any Affiliate of Agent or any Buyer to Seller, and to set-off against any Repurchase Obligations or Indebtedness owed by Seller and any Indebtedness owed by Agent or any Buyer or any
Affiliate of Agent or any Buyer to Seller, in each case whether direct or indirect, absolute or contingent, matured or unmatured, whether or not arising under the Repurchase Documents and irrespective of the currency, place of payment or booking
office of the amount or obligation and in each case at any time held or owing by Agent or any Buyer, any Affiliate of Agent or any Buyer or any Indemnified Person to or for the credit of Seller, without prejudice to Agent’s or any Buyer’s
right to recover any deficiency. Each of Agent, each Buyer, each Affiliate of Agent and each Buyer and each Indemnified Person is hereby authorized upon any amount becoming due and payable by Seller to Agent or any Buyer or any Indemnified Person
under the Repurchase Documents, the Repurchase Obligations or otherwise or upon the occurrence and during the continuance of an Event of Default, without notice to Seller, any such notice being expressly waived by Seller to the extent permitted by
any Requirements of Law, to set-off, appropriate, apply and enforce such right of set-off against any and all items hereinabove referred to against any amounts owing to Agent, any Buyer or any Indemnified Person by Seller under the Repurchase
Documents and the Repurchase Obligations, irrespective of whether Agent, any Buyer, any Affiliate of Buyer or any Indemnified Person shall have made any demand under the Repurchase Documents and regardless of any other collateral securing such
amounts, and in all cases without waiver or prejudice of any Buyer’s rights to recover a 

  
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deficiency. Seller shall be deemed directly indebted to Agent, any Buyer and the other Indemnified Persons in the full amount of all amounts owing to Agent, any Buyer and the other Indemnified
Parties by Seller under the Repurchase Documents and the Repurchase Obligations, and Agent, any Buyer and the other Indemnified Persons shall be entitled to exercise the rights of set-off provided for above. ANY AND ALL RIGHTS TO REQUIRE AGENT, ANY
BUYER OR OTHER INDEMNIFIED PERSONS TO EXERCISE THEIR RIGHTS OR REMEDIES WITH RESPECT TO THE PURCHASED ASSET OR OTHER INDEMNIFIED PERSONS UNDER THE REPURCHASE DOCUMENTS, PRIOR TO EXERCISING THE FOREGOING RIGHT OF SET-OFF, ARE HEREBY KNOWINGLY,
VOLUNTARILY AND IRREVOCABLY WAIVED BY SELLER. 
 (b) Agent, each Buyer or any Indemnified Person shall promptly notify the
Seller after any such set-off and application made by Agent, such Buyer or such Indemnified Person, provided that the failure to give such notice shall not affect the validity of such set-off and application. If an amount or obligation is
unascertained, Agent or such Buyer may in good faith estimate that obligation and set-off in respect of the estimate, subject to the relevant Party accounting to the other Party when the amount or obligation is ascertained. Nothing in this
Section 18.17 shall be effective to create a charge or other security interest. This Section 18.17 shall be without prejudice and in addition to any right of set-off, combination of accounts, Lien or other rights to which any
Party is at any time otherwise entitled. 
 (c) Agent and each Buyer hereby expressly waive any and all right of set-off upon
any monies, securities, collateral or other property of Guarantors and any proceeds from the foregoing now or hereafter held or received by Agent or any Buyer for the account of Guarantor. 

Section 18.18 Seller’s Waiver of Setoff. Seller hereby waives any right of setoff it may have or to which it may be or
become entitled under the Repurchase Documents or otherwise against Agent, any Buyer, any Affiliate of Agent or any Buyer, any Indemnified Person or their respective assets or properties. 

Section 18.19 Power of Attorney; Release of Purchased Asset and Purchased Asset Documents. 

(a) Seller hereby authorizes Agent to file such financing statement or statements relating to the Purchased Asset as Agent, at its
option, on behalf of each Buyer, may deem appropriate. Seller hereby appoints Agent as Seller’s agent and attorney in fact to perform all other acts which Agent, on behalf of each Buyer, deems reasonably appropriate to perfect and continue its
ownership interest in and/or the security interest granted hereby, if applicable, and, upon the occurrence and during the continuance of an Event of Default, to protect, preserve and realize upon the Purchased Asset, including, but not limited to,
the right to endorse notes, complete blanks in documents, transfer servicing, and sign assignments on behalf of such Seller as its agent and attorney in fact. This agency and power of attorney is coupled with an interest and is irrevocable without
Agent’s consent. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 18.19. In addition, Seller shall execute and deliver to Agent a power of attorney in the form set forth
in Exhibit E attached hereto. 

  
 83 









 (b) On the Repurchase Date (or Early Repurchase Date, if applicable), or on the date of any
pay-off of the Purchased Asset pursuant to which the obligor thereunder is released from future payment obligations in accordance with this Agreement, or upon the payment in full for any reason of the Repurchase Price with respect to the Purchased
Asset, (i) all right, title and interest of Agent and each Buyer in the Purchased Asset shall automatically and immediately terminate hereunder and of record, and Agent and each Buyer shall be deemed to have simultaneously released their
respective security interests in the Purchased Asset, (ii) all right, title and interest in the Purchased Asset shall revert to Seller, (iii) Agent and/or each Buyer (as applicable), at Seller’s expense, shall promptly execute and
deliver to Seller, or otherwise authorize the filing by Seller of, such agreements, instruments and other documents as Seller shall reasonably request to evidence the foregoing, including, without limitation, by (A) returning (or causing the
Custodian to return) the Purchased Asset Documents, (B) executing such assignments or terminations with respect to the Purchased Asset Documents as Seller may reasonably request, (C) to the extent that any UCC financing statement filed by
Agent or Buyer against Seller specifically indentifies the Purchased Asset, delivering an amendment thereto or termination thereof (as applicable) evidencing the release of the Purchased Asset from each Buyer’s security interest therein,
(D) to the extent that any control agreement executed by Seller in favor of Agent and/or Buyer specifically indentifies the Purchased Asset, delivering an amendment thereto or termination thereof (as applicable) evidencing the release of the
Purchased Asset under such control agreement, (E) causing the Agent to execute and deliver appropriate documentation evidencing the termination of any Irrevocable Redirection Notices, and (F) promptly executing and delivering to Seller a
limited power of attorney, in a form satisfactory to Agent and Seller, sufficient to permit Seller to execute (or cause to be executed) and send for recording, in accordance with applicable Requirements of Law or otherwise in Seller’s
discretion, any instrument of satisfaction regarding the related Mortgage (if applicable) or any other related Purchased Asset Document. Any such transfer or release shall be without recourse to Agent or any Buyer and without representation or
warranty by Agent or any Buyer, except that Agent shall be deemed to represent to Seller, to the extent that good title was transferred and assigned by Seller to Agent hereunder on the related Purchase Date, that Agent is the sole owner of the
Purchased Asset, free and clear of any other interests or Liens caused by actions or inactions of Agent or any Buyer. 

Section 18.20 Periodic Due Diligence Review. Agent may perform continuing due diligence reviews with respect to the Purchased
Asset, Seller and Guarantor, including ordering new third party reports, for purposes of, among other things, verifying compliance with the representations, warranties, covenants, agreements, duties, obligations and specifications made under the
Repurchase Documents or otherwise. Upon reasonable prior notice to Seller, unless a Default or Event of Default exists, in which case no notice is required, Agent or its representatives may during normal business hours inspect any properties and
examine, inspect and make copies of the books and records of Seller, the Purchased Asset Documents and the Servicing Files. Seller shall make available to Agent one or more knowledgeable financial or accounting officers and representatives of the
independent certified public accountants of Seller for the purpose of answering questions of Agent or any Buyer concerning any of the foregoing. Agent may purchase the Purchased Asset from Seller based solely on the information provided by Seller to
Agent in the Underwriting Materials and the representations, warranties, duties, obligations and covenants contained herein, and Agent may at any time conduct a partial or complete due diligence review of the Purchased Asset, including ordering new
credit reports and 

  
 84 









 
new appraisals on the Mortgaged Properties and otherwise re-generating the information used to originate and underwrite the Purchased Asset. The provisions of this Section 18.20 shall
be subject to Section 13.02 with respect to the obligation of Seller to pay any expenses incurred in connection therewith. 
 Section 18.21 Time of Essence. Time is of the essence with respect to all obligations, duties, covenants, agreements, notices or actions or inactions of the parties under the Repurchase
Documents. 
 Section 18.22 Patriot Act Notice. Agent hereby notifies Seller that Agent and each Buyer is required
by the Patriot Act to obtain, verify and record information that identifies Seller. 
 Section 18.23 Successors and
Assigns. Subject to the foregoing, the Repurchase Documents and the Transaction shall be binding upon and shall inure to the benefit of the Parties and their successors and permitted assigns. Nothing in the Repurchase Documents, express or
implied, shall give to any Person other than the Parties any benefit or any legal or equitable right, power, remedy or claim under the Repurchase Documents. 
 Section 18.24 Acknowledgement of Anti-Predatory Lending Policies. Seller and Buyer each have in place internal policies and procedures that expressly prohibit their purchase of any high cost
mortgage loan. 
 Section 18.25 Servicing. From and after the effective date of the Servicing Agreement: 

(a) Servicer shall service the Purchased Asset on behalf of Buyer. 

(b) The servicing fee payable to Servicer shall be payable as a servicing fee in accordance with the Servicing Agreement. Servicer shall
also be entitled to additional servicing compensation under the Servicing Agreement. Notwithstanding the foregoing or anything herein to the contrary, Buyer shall not be liable for any servicing fees, additional servicing compensation, costs and
expenses incurred by Servicer in connection with the Servicing of the Purchased Asset and Servicer shall look solely to the Underlying Obligor and/or Seller for payment of all and any servicing fees, additional servicing compensation, costs and
expenses incurred by Servicer in connection with the Servicing of the Purchased Asset. 
 (c) From and after the Purchase Date,
upon the occurrence and during the continuance of an Event of Default under the Repurchase Agreement, in addition to all of the other rights and remedies of Buyer and Servicer under the Servicing Agreement, the Repurchase Agreement and the other
Repurchase Documents (and in addition to the provisions of the Servicing Agreement providing for termination of the Servicing Agreement pursuant to its terms), (i) for the avoidance of doubt, the right, if any, of Seller to direct the servicing
of the Purchased Asset shall immediately and automatically cease to exist, and (ii) either Buyer or Servicer may at any time terminate the Servicing Agreement upon the delivery of a written termination notice from Buyer, in accordance with the
Servicing Agreement. Seller shall pay all expenses associated with any such termination, including, without limitation, any fees and expenses required in connection with the transfer of servicing. 

  
 85 









 Section 18.26 Funds Transfer Disbursements. Seller hereby authorizes each Buyer
to disburse the proceeds due to Seller from such Buyer pursuant to the Repurchase Documents as requested by an authorized representative of the Seller to any of the accounts designated in that certain Transfer Authorizer Designation dated as of the
date hereof, a copy of which is attached as Exhibit G hereto and made a part hereof (the “Transfer Authorizer Designation”). Seller agrees to be bound by any transfer request: (i) authorized or transmitted by Seller; or
(ii) made in Seller’s name and accepted by Agent and any Buyer in good faith and in compliance with these transfer instructions, even if not properly authorized by Seller. Seller further agrees and acknowledges that each Buyer may rely
solely on any bank routing number or identifying bank account number or name provided by Seller to effect a wire or funds transfer even if the information provided by Seller identifies a different bank or account holder than named by the Seller. No
Buyer is obligated or required in any way to take any actions to detect errors in information provided by Seller. If any Buyer takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any
actions in an attempt to detect unauthorized funds transfer requests, Seller agrees that no matter how many times such Buyer takes these actions such Buyer will not in any situation be liable for failing to take or correctly perform these actions in
the future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Repurchase Documents, or any agreement between such Buyer and Seller. Seller agrees to notify any Buyer of any errors
in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) days after such Buyer’s confirmation to Seller of such transfer. Each Buyer will, in its sole discretion, determine the
funds transfer system and the means by which each transfer will be made. Each Buyer may delay or refuse to accept a funds transfer request if the transfer would: (i) violate the terms of this authorization; (ii) require use of a bank
unacceptable to such Buyer or prohibited by government authority; (iii) cause such Buyer to violate any Federal Reserve or other regulatory risk control program or guideline; or (iv) otherwise cause such Buyer to violate any applicable law
or regulation. No Buyer shall be liable to Seller or any other parties for (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Seller’s transfers may be
made or information received or transmitted, and no such entity shall be deemed an agent of any Buyer, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor
disputes, failures in communications networks, legal constraints or other events beyond such Buyer’s control, or (iii) any special, consequential, indirect or punitive damages, whether or not (a) any claim for these damages is based
on tort or contract or (b) any Buyer or Seller knew or should have known the likelihood of these damages in any situation. Each Buyer makes no representations or warranties other than those expressly made in this Agreement. 

[ONE OR MORE UNNUMBERED SIGNATURE PAGES FOLLOW] 

  
 86 









 IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of
the date first above written. 
  

					
	SELLER:
	
	SVP 2013 FINANCE, LLC,
	a Delaware limited liability company
		
	By:	 	 /s/ Douglas Armer

		 	Name:	 	Douglas Armer
		 	Title:	 	Principal, Head of Capital Markets
	
	AGENT:
	
	WELLS FARGO BANK, NATIONAL ASSOCIATION
		
	By:	 	 /s/ Craig R. Larsen

		 	Name:	 	Craig R. Larsen
		 	Title:	 	Senior Vice President
	
	BUYER:
	
	WELLS FARGO BANK, NATIONAL ASSOCIATION
		
	By:	 	 /s/ Craig R. Larsen

		 	Name:	 	Craig R. Larsen
		 	Title:	 	Senior Vice President









 ANNEX I 
 Names and Addresses for Communications Between Parties 
 Buyer:

  

			
	 Wells Fargo Bank, National Association
 600 California Street
 19th Floor

	San Francisco, CA 94108
	Attention:	  	Sean Flannery
	Telephone:	  	(415) 396-6764
	Email:	  	seanf@wellsfargo.com

 Agent: 
  

			
	Wells Fargo Bank, National Association
	600 California Street
	19th Floor
	San Francisco, CA 94108
	Attention:	  	Sean Flannery
	Telephone:	  	(415) 396-6764
	Email:	  	seanf@wellsfargo.com

 With copies to: 
  

			
	Dechert LLP
	Cira Centre
	2929 Arch Street
	Philadelphia, Pennsylvania 19104
	Attention:	  	Richard D. Jones, Esq.
	Telephone:	  	(212) 698-3844
	Fax:	  	(215) 655-2501
	Email:	  	richard.jones@dechert.com

 Seller: 
  

			
	SVP 2013 Finance, LLC
	c/o The Blackstone Group LP
	345 Park Avenue
	New York, New York 10154
	Attention: Douglas N. Armer
	Email: douglas.armer@blackstone.com


  
 Annex I-1









 With copies to: 

 

			
	Gibson, Dunn & Crutcher LLP
	 200 Park Avenue

New York, New York 10166-0193

	Attention:	  	Andrew Dady
	Telephone:	  	(212) 351-2411
	Fax:	  	(212) 351-6211
	Email:	  	adady@gibsondunn.com


  
 Annex I-1









 SCHEDULE I 
 Asset, Applicable Purchase Percentage and Original Purchase Price 
 Attached


  
 Sch. I-1









 SCHEDULE II 
 Representations and Warranties With Respect to the Asset 
 A. Seller represents
and warrants to Agent and Buyers, with respect to the Purchased Asset, that except as specifically disclosed in the Confirmation for the Purchased Asset, as of the Purchase Date for the Purchased Asset by Agent from Seller, the representations set
forth on this Schedule II, Section A, shall be true and correct in all material respects. For purposes of this Schedule II, Section A and the representations and warranties set forth herein, a breach of a
representation or warranty shall be deemed to have been cured with respect to the Purchased Asset if and when Seller has taken or caused to be taken action such that the event, circumstance or condition that gave rise to such breach no longer
affects the Purchased Asset or has repurchased the Purchased Asset in accordance with the terms of the Agreement. 
  

	 	1.	Seller is the sole owner and holder of the Purchased Asset. 

  

	 	2.	No fraudulent acts were committed by Seller in connection with its origination of the Purchased Asset. 


 

	 	3.	To the Actual Knowledge of Seller, no consent, approval, authorization or order of, or registration or filing with, or notice to, any Governmental Authority having
jurisdiction or regulatory authority is required for any transfer, assignment or pledge by the holder of the Purchased Asset. 

  

	 	4.	Seller has full right, power and authority to sell and assign the Purchased Asset to Agent and Seller has not previously assigned, sold or otherwise transferred or
created any liens or encumbrances upon or granted any options to purchase, pledge or otherwise hypothecate any of its interest in and to the Purchased Asset. There are no participation agreements affecting the Purchased Asset.


  

	 	5.	To the Actual Knowledge of Seller, all real estate taxes and governmental assessments, or installments thereof, which would be a Lien on the Mortgaged Property and that
prior to the Purchase Date have become delinquent in respect of the 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. 

  

	 	6.	To the Actual Knowledge of Seller, the related Mortgaged Property is 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 Mortgaged Property as security for the related Whole Loan and, to the Actual Knowledge of Seller, there is 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 Mortgaged Property. 


  
 Sch. II-1










	 	7.	To the Actual Knowledge of Seller and except as set forth on the phase 1 environmental reports with respect to the Mortgaged Property provided to Agent prior to the
Closing Date, there is no material and adverse environmental condition or circumstance affecting the Mortgaged Property. To the Actual Knowledge of Seller and except as set forth on the phase 1 environmental reports with respect to the Mortgaged
Property provided to Agent prior to the Closing Date, there is no violation of any applicable Environmental Law with respect to the Mortgaged Property. Neither Seller nor, to the Actual Knowledge of Seller, the Mortgagor or Underlying Obligor, as
applicable, or any prior holder of the Purchased Asset, has taken any actions which would cause the Mortgaged Property not to be in compliance with all applicable Environmental Laws. 


 

	 	8.	To the Actual Knowledge of Seller, there are no material violations of any applicable zoning ordinances, building codes or land laws applicable to the Mortgaged
Property or the use and occupancy thereof which would have a Material Adverse Effect on the value, operation or net operating income of the Mortgaged Property. 


 

	 	9.	To the Actual Knowledge of Seller, there is no pending action, suit or proceeding, or governmental investigation of which Seller has received written notice, against
the Mortgagor or Underlying Obligor, as applicable, the related Mortgaged Property or the Pledged Collateral the adverse outcome of which could reasonably be expected to materially and adversely affect such Mortgagor’s or Underlying
Obligor’s ability to pay principal, interest or any other amounts due under the Purchased Asset or the security intended to be provided by the Purchased Asset Documents or the current use of the Mortgaged Property. 


 

	 	10.	To the Actual Knowledge of Seller, the improvements located on the Mortgaged Property are either not located in a federally designated special flood hazard area or, if
so located, the Mortgagor or Underlying Obligor, as applicable, 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 Whole Loan (ii) the value of such improvements on the related Mortgaged Property located in such flood hazard area or (iii) the maximum allowed under the related federal flood insurance
program. 

  

	 	11.	To the Actual Knowledge of Seller, the related Mortgagor or Underlying Obligor, as applicable, the related lessee, franchisor or operator was in possession of all
material licenses, permits and authorizations then required for use of the related Mortgaged Property by the related Mortgagor or Underlying Obligor. 

  

	 	12.	 To Seller’s Actual Knowledge, the Underwriting Package in respect of the Purchased Asset does not contain any untrue statement of material fact or
omit to 



  
 Sch. II-2










	 	
state any material fact that would reasonably be expected to result in a Material Adverse Affect with respect to the Purchased Asset. To Seller’s Actual Knowledge, Seller has made available
to Agent and Buyers, with respect to the Purchased Asset, true, correct and complete Purchased Asset Documents. 

  

	 	13.	To the Actual Knowledge of Seller, each related Mortgaged Property constitutes one or more complete separate tax lots (or the related Mortgagor or Underlying Obligor,
as applicable, 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. 

  

	 	14.	Seller has delivered to Agent or its designee the original Mortgage Note related to the Purchased Asset, together with an original assignment thereof, executed by
Seller in blank. 

  

	 	15.	The related Blank Assignment Documents constitute the legal, valid and binding first priority assignment from Seller (assuming the insertion of the Agent’s name),
except as such enforcement may be limited by bankruptcy, insolvency, receivership, reorganization, moratorium, redemption, liquidation or other laws relating to or affecting the enforcement of creditors’ rights generally, or by general
principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). 

  

	 	16.	Seller, to Seller’s Actual Knowledge, 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 the Purchased Asset is or may become obligated. 

  

	 	17.	To Seller’s Actual Knowledge, there is no valid offset, defense, counterclaim, abatement or right to rescission with respect to the Purchased Asset Document,
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, and no advance of funds has been made other than pursuant to the
Purchased Asset Documents, directly or indirectly, by Seller and, to Seller’s Actual Knowledge, any prior holder of the Purchased Asset to the Mortgagor or Underlying Obligor, as applicable, and no funds have been received from any Person other
than the Mortgagor or Underlying Obligor, as applicable, for or on account of payments due on the Purchased Asset Documents. 

  

	 	18.	 (a) To the Actual Knowledge of Seller, other than payments due but not yet thirty (30) days or more delinquent (and excepting, for avoidance of
doubt, any defaults which have been cured prior to the date hereof), there is no default, breach, violation or event of acceleration currently existing under the Purchased Asset Documents, and no event has occurred (other than payments due but not
yet delinquent) which, with the passage of time or with notice and the expiration of 



  
 Sch. II-3










	 	
any grace or cure period, would constitute a material default, breach, violation or event of acceleration, provided, however, that this representation and warranty does not address or otherwise
cover any default, breach, violation or event of acceleration that specifically pertains to any matter otherwise covered by any other representation and warranty made by Seller in any paragraph of this Schedule II and (b) neither Seller
nor, to Seller’s Actual Knowledge, any prior holder of the Purchased Asset, has waived any default, breach, violation or event of acceleration under the Purchased Asset Documents and pursuant to the terms of the Purchased Asset Documents.


  

	 	19.	The Purchased Asset is not, and to the Actual Knowledge of Seller, since origination, has not been, thirty (30) days or more past due in respect of any scheduled
payment. 

  

	 	20.	To the Actual Knowledge of Seller, no Mortgagor or Underlying Obligor, as applicable, with respect to the Purchased Asset, is a debtor in any state or federal
bankruptcy or insolvency proceeding. 

  

	 	21.	The Purchased Asset is presently outstanding and, to the Actual Knowledge of Seller, (a) the proceeds thereof have been fully and properly disbursed and,
(b) except for amounts held in escrow by Seller, there is no requirement for any future advances by Seller thereunder. 

  

	 	22.	To Seller’s Actual Knowledge, as of the Closing Date the reserve balances for the Asset are as shown on Schedule III to the Agreement. Seller is not holding
any letters of credit as collateral for the Purchased Asset. 

  

	 	23.	Except as set forth in the Purchased Asset Documents, the Purchased Asset or any related Mortgage Note has not been cancelled, satisfied or rescinded in whole or part
nor has any instrument been executed that would (i) effect a cancellation, satisfaction or rescission thereof or (ii) operate to release any part of the Mortgaged Property and/or the Pledged Collateral from the lien of the Purchased Asset
Documents. 

  

	 	24.	To Seller’s Actual Knowledge, except as set forth in the Purchased Asset Documents, no Underlying Obligor under any of the applicable Purchased Asset Documents has
been released from any obligation or liability thereunder. 

  

	 	25.	Seller has not, nor to Seller’s Actual Knowledge has any other lender under the Purchased Asset, received any request, which request is currently outstanding, for
any consent to restructure, modify, extend or waive any of the Underlying Obligors’ obligations under any of the applicable Purchased Asset Documents, and no agreement to restructure, modify, extend or waive any of such obligations in the
future has been entered into relating to the Purchased Asset. 

  

	 	26.	 Seller has not, nor to Seller’s Actual Knowledge has any other lender under the Purchased Asset, received written notice of any litigation,
actions, suits or proceedings currently pending before any court, administrative agency or 



  
 Sch. II-4










	 	
arbitrator concerning the Purchased Asset, the applicable Mortgaged Property or the Pledged Collateral that would reasonably be expected to adversely affect the validity or enforceability of the
liens on and security interests in such Mortgaged Property or the Pledged Collateral or that would reasonably be expected, if determined adversely, to materially and adversely affect the value of the Purchased Asset, the Mortgaged Property or the
Pledged Collateral. 

  

	 	27.	To Seller’s Actual Knowledge, the Purchased Asset is not cross-collateralized with any other loan or financing. 


B. Seller represents and warrants to Agent and Buyers, with respect to the Purchased Asset, that except as specifically disclosed in the
Confirmation for the Purchased Asset, as of the Purchase Date for the Purchased Asset by Agent from Seller, and at all times when the Purchased Asset is subject to the Agreement, the representations set forth in this Schedule II, Section
B shall be true and correct in all material respects. For purposes of this Schedule II, Section B, and the representations and warranties set forth herein, a breach of a representation or warranty shall be deemed to have been cured
with respect to the Purchased Asset if and when Seller has taken or caused to be taken action such that the event, circumstance or condition that gave rise to such breach no longer affects the Purchased Asset or has repurchased the Purchased Asset
in accordance with the terms of the Agreement. 
  

	 	1.	The Purchased Asset is a Whole Loan. 

  

	 	2.	To the Actual Knowledge of Seller, other than the right of first refusal by the Mortgagor or Underlying Obligor, as applicable, for the Purchased Asset, and except for
the rights of Agent under the Agreement, 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 pledge to Agent or Agent’s exercise of rights or remedies. 

  

	 	3.	Seller holds no preferred equity interest and neither Seller nor any Affiliate has any obligation to make capital contributions to the Mortgagor or Underlying Obligor,
as applicable, under the Purchased Asset. 


  
 Sch. II-5









 SCHEDULE III 
 Reserve Balances 
 [Attached] 

  
 Sch. III-1









 EXHIBIT A 
 Form of Transaction Request 

[            ], 2013 

 

			
	Wells Fargo Bank, National Association
	600 California Street
	19th Floor
	San Francisco, CA 94108
	Attention:	  	Sean Flannery
	Telephone:	  	(415) 396-6764
	Email:	  	seanf@wellsfargo.com

  

	 	Re:	Master Repurchase and Securities Contract dated as of June 7, 2013 (the “Agreement”) between SVP 2013 Finance, LLC, a Delaware limited liability
company (“Seller”) and Wells Fargo Bank, National Association (“Buyer” and “Agent”) 

 Ladies and Gentlemen: 
 This is a Transaction Request (as this and other terms
used but not defined herein are defined in the Agreement) delivered pursuant to Section 3.01(a) of the Agreement. Seller hereby requests that Agent, on behalf of Buyers, enter into a Transaction upon the proposed terms set forth below.

  

			
	Assets:	  	As described in Appendix 1 hereto
		
	Asset Documents:	  	As described in Appendix 1 hereto
		
	Purchase Date:	  	[            ], 2013
		
	Purchase Price:	  	$         

 Except as specified in Appendix 1 hereto, on the Purchase Date for each Asset described in this
Transaction Request, Seller will make all of the representations and warranties contained in the Agreement (including Schedule II to the Agreement) with respect thereto. 

  
 Ex. A-1









  

					
	Seller:
	
	SVP 2013 FINANCE, LLC, a Delaware
	limited liability company
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	



  
 Ex. A-2









 Appendix 1 to Transaction Request 

List of Eligible Assets requested to be purchased, to include, as applicable: 

[Description of any exceptions to representations and warranties to be made by Seller in the related Confirmation] 

  
 Ex. A-3









 EXHIBIT B 
 Form of Confirmation 

[            ], 20[    ] 

 

			
	Wells Fargo Bank, National Association
	600 California Street
	19th Floor
	San Francisco, CA 94108
	Attention:	  	Sean Flannery
	Telephone:	  	(415) 396-6764
	Email:	  	seanf@wellsfargo.com

  

	 	Re:	Master Repurchase and Securities Contract dated as of June 7, 2013 (the “Agreement”) between SVP 2013 Finance, LLC, a Delaware limited liability
company (“Seller”) and Wells Fargo Bank, National Association (“Buyer” and “Agent”) 

 Ladies and Gentlemen: 
 This is a Confirmation (as this and other terms used but
not defined herein are defined in the Agreement) executed and delivered by Seller and Agent pursuant to Section 3.01(c) of the Agreement. Seller and Agent hereby confirm and agree that, as of the Purchase Date and upon the other terms
specified below, Seller shall sell and assign to Agent, on behalf of Buyers, and Agent, on behalf of Buyers, shall purchase from Seller, all of Seller’s right, title and interest in, to and under the Purchased Asset listed in Appendix 1
hereto. 
  

			
	Purchased Asset:	  	As described in Appendix 1 hereto
		
	Asset Documents:	  	As described in Appendix 1 hereto
		
	Purchase Date:	  	[            ], 20[    ]
		
	Purchase Price:	  	$         

 Seller hereby certifies as follows, on and as of the above Purchase Date with respect to each Purchased
Asset described in this Confirmation: 
 1. All of the conditions precedent in Article 6 of the Agreement have been
satisfied. 
 2. Except as specified in Appendix 1 hereto, Seller will make all of the representations and warranties
contained in the Agreement. 

  
 Ex. B-1









 
					
	Seller:
	
	SVP 2013 FINANCE, LLC,
	a Delaware limited liability company
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	


 Agent: 
 Acknowledged and Agreed: 
 WELLS FARGO BANK, NATIONAL ASSOCIATION, 

as Agent for Buyer 
  

					
	By:	 	  

		 	Name:	 	
		 	Title:	 	


  
 Ex. B-2









 Appendix 1 to Confirmation 
 Purchased Asset, including, as applicable: 
 [Description of any exceptions to representations and
warranties made by Seller in the Confirmation] 

  
 Ex. B-3









 EXHIBIT C 
 Form of Irrevocable Redirection Notice 
  

			
	[PAYOR ADDRESS]	  	[DATE]

 Attention:
[                    ] 
  

	Re:	Payment Redirection Letter 

 Ladies and
Gentlemen: 
 [INSERT PARTY NAME] (“Payor”) is obligated to pay over to
[                    ] (“Payee”) the proceeds of, or the payments, dividends or distributions with respect thereto, the Asset
identified on Appendix A attached hereto (the “Proceeds”). Payor is hereby irrevocably instructed to deposit all Proceeds into the account identified below. 

 

					
	Bank:	  	  
	  	


					
	ABA#:	  	  
	  	


					
	Acct#:	  	  
	  	


					
	Attn:	  	  
	  	


					
	Reference: Prime/Loan #	  	[                    ]	  	

 The instructions set forth herein are irrevocable without the consent of Payee and Wells Fargo Bank,
National Association (“Agent”), in each party’s respective sole and absolute discretion. No provision of this instruction letter may be revoked, amended or otherwise modified without the prior written consent of Payee and
Agent, in each party’s respective sole and absolute discretion. Agent is an intended third party beneficiary of this instruction letter and may enforce this instruction letter the same as if it were a party hereto. 

Please acknowledge receipt of this instruction letter by signing in the signature block below and forwarding an executed copy to Agent promptly upon
receipt. Any notices to Agent should be delivered to the following address: Wells Fargo Bank, National Association, Wells Fargo Bank, National Association, 600 California Street, 19th Floor, San Francisco, CA 94108, Sean Flannery 

This instruction letter may be executed in any number of counterparts and by different parties hereto in separate counterparts (including
by facsimile), each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. 

 

			
	Very truly yours,
	
	[                    ], as Payee
		
	By:	 	  

	Name:	 	  

	Title:	 	  




  
 Ex. C-1









 Appendix A 
 Asset 
 [describe Asset to which Irrevocable Redirection Notice relates]


  
 Ex. C-1









 EXHIBIT D-1 
 Form of Closing Certificate 
 SVP 2013 FINANCE, LLC 

(the “Company”) 
 CERTIFICATE OF [                    ] 

            , 20     

I,                     , a
[                    ] of the Company, DO HEREBY CERTIFY AND CONFIRM that I am authorized to execute and deliver this Certificate on behalf of the
Company and I further certify, in my capacity as [                    ], the following: 

1. Attached as Exhibit A hereto is a true, up to date and correct copy of the Certificate of
[                    ] of the Company. 
 2. Attached as Exhibit B hereto is a true, up to date and correct copy of the
[                    ] of the Company. 
 3. Attached as Exhibit C hereto is an Incumbency Certificate of the Company setting forth, as of the date hereof, each duly elected or appointed, qualified and acting
[                    ] of the Company and the signature appearing opposite his or her name is his or her true and genuine signature (or true
facsimile thereof). 
 4. Attached as Exhibit D hereto is a true and correct copy of a Resolution duly executed by the
[                    ] of the Company approving the documents referred to therein and their signing, execution and performance of such resolutions
have not been amended, modified or revoked and are in full force and effect. 
 5. Attached as Exhibit E hereto is a
true, up to date and correct copy of a Certificate of Good Standing of the Company in the State of [                    ]. 

6. The Registered Office of the Company is at
[                    ]. 

This Certificate is given without personal recourse or liability to the signor. 

[Signature Page Follows] 

  
 Ex. D-1-1









 IN WITNESS WHEREOF, the undersigned has hereunto executed this Certificate for and on behalf
of the Company on             , 20    . 
  

					
	SVP 2013 FINANCE, LLC, a Delaware
	limited liability company
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	



  
 Ex. D-1-2









 EXHIBIT D-2 
 Form of Compliance Certificate 

[            ], 20[    ] 

 

			
	Wells Fargo Bank, National Association
	600 California Street
	19th Floor
	San Francisco, CA 94108
	Attention:	  	Sean Flannery
	Telephone:	  	(415) 396-6764
	Email:	  	seanf@wellsfargo.com

  

	 	Re:	Master Repurchase and Securities Contract dated as of June 7, 2013 (the “Agreement”) between SVP 2013 Finance, LLC, a Delaware limited liability
company (“Seller”) and Wells Fargo Bank, National Association (“Buyer” and “Agent”) 

 This Compliance Certificate is furnished pursuant to the above Agreement. Unless otherwise defined herein, capitalized terms used in this Compliance Certificate have the respective meanings ascribed
thereto in the Agreement. 
 THE UNDERSIGNED HEREBY CERTIFIES THAT: 

1. I am a duly elected Responsible Officer of
[                    ]. 

The financial statements attached hereto with respect to Seller fairly present in all material respects the financial condition and
results of operations of Seller as of the end of and for the period covered thereby in accordance with GAAP (except in the case of quarterly financial statements, subject to yearend audit adjustments and the absence of footnotes). 

I have reviewed the terms of the 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 hereto (or most recently delivered to Agent, if none are attached). 

To the best of my knowledge, Seller has, during the period since the delivery of the immediately preceding 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 Agreement and the other Repurchase 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, except as set forth below. 

Attached as Exhibit 1 hereto are the financial statements required to be delivered pursuant to Section 8.06 of the
Agreement (or, if none are required to be delivered as of the date 

  
 Ex. D-2-1









 
of this Compliance Certificate, the financial statements most recently delivered pursuant to Section 8.06 of the Agreement), which financial statements, to the best of my knowledge
after due inquiry, fairly present in all material respects, the consolidated financial condition and operations of Guarantor and the consolidated results of their operations as of the date or with respect to the period therein specified, determined
in accordance with GAAP. 
 Attached as Exhibit 2 hereto are the calculations demonstrating compliance with the financial
covenants set forth in Section 9 of the Guarantee Agreement, each for the immediately preceding fiscal quarter. 

Described below are the exceptions, if any, to the above paragraph, setting forth in detail the nature of the condition or event, the
period during which it has existed and the action which Seller has taken, is taking, or proposes to take with respect to 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 Compliance Certificate, are made and delivered as of             ,
20    . 
  

					
	SVP 2013 FINANCE, LLC, a Delaware
	limited liability company
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	


 Exhibit 1: Financial Statements 
 Exhibit 2: Financial Covenant Compliance Calculations 

  
 Ex. D-2-2









 EXHIBIT E 
 Form of Power of Attorney 
 Know All Men by These Presents, that SVP 2013
FINANCE, LLC, a Delaware limited liability company (“Seller”), does hereby appoint WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Agent (in such capacity, “Agent”) for Wells Fargo Bank,
National Association, a national banking association (“Buyer”), its attorney in fact to act in Seller’s name, place and stead, upon the occurrence and during the continuance of an Event of Default, in any way that Seller could
do with respect to the enforcement of Seller’s rights under the Purchased Asset purchased by Agent, on behalf of Buyer, pursuant to the Master Repurchase and Securities Contract, dated as of June 7, 2013 between Seller, Buyer and Agent
(the “Repurchase Agreement”), and to take such other steps as may be necessary or desirable to enforce Buyer’s rights against the Purchased Asset 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 OF SUCH REVOCATION OR TERMINATION SHALL HAVE BEEN RECEIVED BY SUCH
THIRD PARTY, AND SELLER, 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.

 [SIGNATURE PAGE FOLLOWS] 

  
 Ex. E-1









 IN WITNESS WHEREOF Seller has caused this Power of Attorney to be executed as a deed on the
date first written above. 
  

					
	SVP 2013 FINANCE, LLC,
	a Delaware limited liability company
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	



  
 Ex. E-2









 EXHIBIT F 
 Form of Assignment and Acceptance 
 1. Reference is made to the Master
Repurchase and Securities Contract dated as of June 7, 2013, (the “Repurchase Agreement”) between SVP 2013 Finance, LLC, a Delaware limited liability company (“Seller”), Wells Fargo Bank, National Association
(“Buyer”), and Wells Fargo Bank, National Association, as Agent for Buyer (in such capacity, “Agent”). 
 2. [                    ] (“Assignor”) and
[                    ] (“Assignee”) hereby agree as follows: 

3. Assignor hereby sells and assigns and delegates, without recourse except as to the representations and warranties made by it herein,
to Assignee, and Assignee hereby purchases and assumes from Assignor, an interest in and to Assignor’s rights and obligations under the Agreement as of the Effective Date (as hereinafter defined) equal to the percentage interest specified on
Schedule I hereto of all outstanding rights and obligations under the Repurchase Agreement (collectively, the “Assigned Interest”). 
 4. Assignor: 
 (a) hereby represents and warrants that its name set
forth on Schedule I hereto is its legal name, that it is the legal and beneficial owner of the Assigned Interest and that such Assigned Interest is free and clear of any adverse claim; 

(b) other than as provided herein, makes no representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with the Repurchase Agreement or any of the other Repurchase Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection
or priority of any lien or security interest created or purported to be created under or in connection with, the Repurchase Agreement or any of the other Repurchase Documents, or any other instrument or document furnished pursuant thereto; and

 (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition
of Seller or the performance or observance by Seller of any of its Repurchase Obligations. 
 5. Assignee: 

(a) confirms that it has received a copy of the Repurchase Agreement, the other Repurchase Documents and such other
documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; 
 (b) agrees that it will, independently and without reliance upon Agent or Buyers, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit
decisions in taking or not taking action under the Repurchase Agreement; 

  
 Ex. F-1









 (c) represents and warrants that its name set forth on Schedule I
hereto is its legal name; 
 (d) agrees that, from and after the Effective Date, it will be bound by the
provisions of the Repurchase Agreement and the other Repurchase Documents and, to the extent of the Assigned Interest, it will perform in accordance with their terms all of the obligations that by the terms of the Repurchase Agreement are required
to be performed by it as a Buyer; and 
 (e) The effective date for this Assignment and Acceptance (the
“Effective Date”) shall be the date specified on Schedule I hereto. 
 6. As of the Effective Date,
(a) Assignee shall be a party to the Agreement and, to the extent of the Assigned Interest, shall have the rights and obligations of a Buyer thereunder and (b) Assignor shall, to the extent that any rights and obligations under the
Agreement have been assigned and delegated by it pursuant to this Assignment and Acceptance, relinquish its rights (other than provisions of the Repurchase Agreement and the other Repurchase Documents that are specified under the terms thereof to
survive the payment in full of the Repurchase Obligations) and be released from its obligations under the Repurchase Agreement (and, if this Assignment and Acceptance covers all or the remaining rights and obligations of such Assignor under the
Agreement, such Assignor shall cease to be a party thereto). 
 7. Assignor and Assignee shall make all appropriate adjustments
in payments under the Repurchase Agreement for periods prior to the Effective Date directly between themselves. 
 8. This
Assignment and Acceptance shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York. 
 9. This Assignment and Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Acceptance may be executed in any
number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed
counterpart of Schedule I hereto in Portable Document Format (PDF) or by telecopier or facsimile transmission shall be effective as delivery of an originally executed counterpart of this Assignment and Acceptance. 

  
 Ex. F-2









 IN WITNESS WHEREOF, each of Assignor and Assignee have caused Schedule I
hereto to be executed by their respective officers thereunto duly authorized, as of the date specified thereon. 

  
 Ex. F-3









 Schedule I 
 to 
 ASSIGNMENT AND ACCEPTANCE 

Assignor: [                    ] 

Assignee: [                    ] 

Effective Date: [            ], 20[    ] 

 

					
	 Assigned Purchase Price
	  	$	            	  
	 Aggregate Purchase Price
	  	$	            	  
	 Assigned Buyer Percentage
	  	 	    	% 
	 Outstanding Aggregate Purchase Amount
	  	$	            	  
	 Outstanding Buyer Purchase Amount
	  	$	            	  

  

					
	Assignor:
	
	[                    ], as Assignor
	[Type or print legal name of Assignor]
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	
	
	Dated: [            ], 20[    ]
	
	Assignee:
	
	 [                    ],
as Assignee
 [Type or print legal name of Assignee]

		
	By:	 	  

		 	Name:	 	
		 	Title:	 	
	
	Address for Notices:



  
 Ex. F-4









 EXHIBIT G 
 Transfer Authorizer Designation 
 (Attached) 

  
 Ex. G-1