Common use of INCOME PAYMENTS AND PRINCIPAL PAYMENTS Clause in Contracts

INCOME PAYMENTS AND PRINCIPAL PAYMENTS. Paragraph 5 of the Agreement (“Income Payments”) is hereby deleted and replaced in its entirety by the following provisions of this Section 5: (a) On or before the date hereof, Seller and Buyer shall establish and maintain with the Depository Bank a deposit account owned by, in the name of and under the sole control of Buyer with respect to which the Blocked Account Agreement shall have been executed (such account, together with any replacement or successor thereof, the “Blocked Account”). Seller shall cause all Income with respect to the Purchased Loans or other assets (if cash) delivered under Section 4 to be deposited in the Blocked Account no later than the next Business Day following its collection and receipt thereof. Simultaneously with the transfer of any Purchased Loan under Section 3, Seller shall deliver to each Mortgagor or obligor (or the related collection account bank, as applicable), or the related lead lender or servicer under a Purchased Loan an irrevocable direction letter in form and substance satisfactory to Buyer instructing such Person to remit to the Blocked Account all amounts payable to Seller under the related Purchased Loan (unless such Mortgagor or obligor or related servicer or lender is already remitting payments to the Servicer, whereupon Seller shall direct Servicer to remit all such amounts into the Blocked Account and service such payments in accordance with the Servicing Agreement and the provisions hereof) and shall provide to Buyer written proof of such delivery. If a Mortgagor or obligor (or the related collection account bank) or the related lead lender or servicer under a Purchased Loan forwards any Income with respect to such Purchased Loan to Seller rather than directly to the Blocked Account, Seller shall (i) deliver an additional irrevocable direction letter to the applicable Person and cause such Person to forward such amounts directly to the Blocked Account and (ii) hold such amounts in trust for Buyer and immediately deposit in the Blocked Account any such amounts. All Income in respect of the Portfolio Loans, which may include payments in respect of associated Hedging Transactions, shall be deposited directly into, or, if applicable, remitted directly from the applicable underlying collection account to, the Blocked Account. (b) So long as no Event of Default shall have occurred and be continuing, all Income on deposit in the Blocked Account in respect of the Portfolio Loans and the associated Hedging Transactions during each Collection Period shall be applied by the Buyer on the related Remittance Date as follows: (i) first, to Buyer an amount equal to the Price Differential which has accrued and is outstanding in respect of the Transactions as of such Business Day; (ii) second, to Buyer an amount equal to all Costs and other amounts payable by Seller and outstanding hereunder and under the other Transaction Documents (other than the Repurchase Price); (iii) third, if a Principal Payment in respect of any Purchased Loan has been made during such Collection Period, to Buyer in respect of the Repurchase Price an amount equal to the greater of (i) the product of the amount of such Principal Payment multiplied by the Purchase Percentage and (ii) such greater amount, such that after giving effect to such payment of the applicable Repurchase Price, the aggregate Repurchase Price of the Portfolio Loans is less than or equal to the Asset Base, as determined by Buyer after giving effect to such payment; (iv) fourth, during the Facility Extension Period, to Buyer the Extended Repurchase Monthly Amount; (v) fifth, during the Facility Extension Period, to Buyer in respect of the Aggregate Repurchase Price until the Aggregate Repurchase Price for all of the Purchased Loans has been reduced to zero; and (vi) sixth, to remit to Seller the remainder, if any. If on any Remittance Date, the amounts deposited in the Blocked Account shall be insufficient to make the payments required under clauses (i) through (iv) of this Section 5(b), the same shall constitute an Event of Default hereunder. (c) If an Event of Default shall have occurred and be continuing, all Income on deposit in the Blocked Account in respect of the Purchased Loans and the associated Hedging Transactions shall be applied on the Business Day next following the Business Day on which such funds are deposited in the Blocked Account as follows: (i) first, to Buyer, an amount equal to the Price Differential which has accrued and is outstanding in respect of the Transactions as of such Business Day; (ii) second, to Buyer, all Costs and all other amounts payable by Seller and outstanding hereunder and under the other Transaction Documents (other than the Repurchase Price); (iii) third, to Buyer, an amount equal to the aggregate Repurchase Price of the Purchased Loans, until the Aggregate Repurchase Price for all of the Purchased Loans has been reduced to zero; and (iv) fourth, to Seller, the remainder. (d) If at any time during the term of any Transaction any Income is distributed to Seller or Seller has otherwise received such Income and has made a payment in respect of such Income to Buyer pursuant to this Section 5, and for any reason such amount is required to be returned by Buyer to an obligor under such Purchased Loan (either before or after the Repurchase Date), Buyer may provide Seller with notice of such required return, and Seller shall pay the amount of such required return to Buyer by 11:00 a.m., New York time, on the Business Day following Seller’s receipt of such notice. (e) Subject to the other provisions hereof, Seller shall be responsible for all Costs in respect of any Purchased Loans to the extent it would be so obligated if the Purchased Loans had not been sold to Buyer. Buyer shall provide Seller with notice of any Costs promptly upon receiving such notice, and Seller shall pay the amount of any Costs to Buyer by 11:00 a.m., New York time, on the later of (i) five (5) Business Days after Buyer has informed Seller that such amount is due under the Purchased Loan Documents and (ii) three (3) Business Days following Seller’s receipt of such notice.

INCOME PAYMENTS AND PRINCIPAL PAYMENTS. Paragraph 5 of the Agreement (“Income Payments”) is hereby deleted and replaced in its entirety by the following provisions of this Section 5: (a) On or before The Depository Account shall be established at the date hereofDepository and shall be subject to the Depository Agreement which shall be executed and delivered concurrently with the execution and delivery of this Agreement. Pursuant to the Depository Agreement, Seller and Buyer shall establish have sole dominion and maintain with control over the Depository Bank a deposit account owned by, in the name of and under the sole control of Buyer with respect to which the Blocked Account Agreement shall have been executed (such account, together with any replacement or successor thereof, the “Blocked Account”). Seller shall cause all Income with in respect to of the Purchased Loans or other assets (if cash) delivered under Section 4 Assets, as well as any interest received from the reinvestment of such Income, to be deposited in into the Blocked Account no later than Depository Account. In furtherance of the next Business Day following its collection and receipt thereof. Simultaneously with the transfer of any Purchased Loan under Section 3foregoing, Seller shall deliver to each Mortgagor or obligor (or the related collection account bank, as applicable), or the related lead lender or servicer under a Purchased Loan an irrevocable direction letter in form and substance satisfactory to Buyer instructing such Person cause Primary Servicer to remit to the Blocked Depository Account all amounts payable to Seller under Income received in respect of the related Purchased Loan Assets within two (unless such Mortgagor or obligor or related servicer or lender is already remitting payments to the Servicer, whereupon Seller shall direct Servicer to remit all such amounts into the Blocked Account 2) Business Days of receipt of properly identified and service such payments in accordance with the Servicing Agreement and the provisions hereof) and shall provide to Buyer written proof of such delivery. If a Mortgagor or obligor (or the related collection account bank) or the related lead lender or servicer under a Purchased Loan forwards any Income with respect to such Purchased Loan to Seller rather than directly to the Blocked Account, Seller shall (i) deliver an additional irrevocable direction letter to the applicable Person and cause such Person to forward such amounts directly to the Blocked Account and (ii) hold such amounts in trust for Buyer and immediately deposit in the Blocked Account any such amountsavailable funds. All Income in respect of the Portfolio Loans, which may include payments in respect of associated Hedging Transactions, Purchased Assets shall be deposited directly into, or, if applicable, remitted directly from the applicable underlying collection account to, the Blocked Depository Account. (i) If a Mortgagor, servicer, paying agent, or similar Person with respect to the Purchased Asset remits any Income or other amounts with respect to a Purchased Asset to Seller or any Affiliate of Seller rather than directly to Primary Servicer, Seller shall, or shall cause such Affiliate to, (A) deliver a re-direction letter in form and substance reasonably acceptable to Buyer to the applicable Mortgagor, servicer, paying agent, or similar Person with respect to the Purchased Asset and make other commercially reasonable efforts to cause such Mortgagor, servicer, paying agent, or similar Person with respect to the Purchased Asset to remit such amounts directly to the Primary Servicer and (B) deposit in the Depository Account any such amounts within one (1) Business Day of Seller’s (or its Affiliate’s) receipt thereof. (b) So long as no Event of Default shall have occurred and be continuing, all Income on deposit in the Blocked Depository Account in respect of the Portfolio Loans and the associated Hedging Transactions Purchased Assets during each Collection Period shall be applied by the Buyer on the related Remittance Date as follows, and all unscheduled Principal Payments on deposit in the Depository Account at any time shall be applied on or before the second (2nd) day immediately following the date any such unscheduled Principal Payment was deposited in the Depository Account as follows: (i) first, (a) to Buyer an amount equal Custodian for the payment of the fees payable to Custodian pursuant to the Price Differential which has accrued Custodial Agreement, then (b) to the Depository pursuant to the Depository Agreement and is outstanding in respect then (c) to the Servicer for payment of the Transactions as of such Business Dayfees payable and other amounts owing to Servicer pursuant to the Servicing Agreement (to the extent not withheld from Income deposited into the Depository Account); (ii) second, to Buyer Buyer, an amount equal to all Costs and any other amounts then due and payable by Seller to Buyer or its Affiliates under any Transaction Document (including any accrued and unpaid Price Differential with respect to the Purchased Assets, and outstanding hereunder and under the other Transaction Documents (other than the Repurchase PriceMargin Deficits);; and (iii) third, if a Principal Payment in respect of any Purchased Loan has been made during such Collection PeriodAsset was received, to Buyer in respect of the Repurchase Price an amount equal to the greater of (i) the product of the amount of such Principal Payment Payment, multiplied by the applicable Advance Rate, to be paid to Buyer and applied by Buyer to reduce the Purchase Percentage and (ii) such greater amount, such that after giving effect to such payment of the applicable Repurchase Price, the aggregate Repurchase Price of the Portfolio Loans is less than or equal to the Asset Base, as determined by Buyer after giving effect to such payment;Purchased Asset; and (iv) fourth, during the Facility Extension Periodto Seller, to Buyer the Extended Repurchase Monthly Amount; (v) fifth, during the Facility Extension Period, to Buyer in respect of the Aggregate Repurchase Price until the Aggregate Repurchase Price for all of the Purchased Loans has been reduced to zero; and (vi) sixth, to remit to Seller the remainder, if any. If If, on any Remittance Date, the amounts deposited in the Blocked Depository Account shall be insufficient to make the payments required under clauses (i) through (iviii) above of this Section Article 5(b), and Seller does not otherwise make such payments on such Remittance Date, the same shall constitute an Event of Default hereunder. (c) If an Event of Default shall have occurred and be continuing, all Income (including, without limitation, any Principal Payments or any other amounts received, without regard to their source) on deposit in the Blocked Depository Account in respect of the Purchased Loans and the associated Hedging Transactions Assets shall be applied on the Business Day next following the Business Day on which such funds are deposited as determined in the Blocked Account as follows: (i) first, Buyer’s sole discretion pursuant to Buyer, an amount equal to the Price Differential which has accrued and is outstanding in respect of the Transactions as of such Business Day; (ii) second, to Buyer, all Costs and all other amounts payable by Seller and outstanding hereunder and under the other Transaction Documents (other than the Repurchase PriceArticle 13(b)(iii); (iii) third, to Buyer, an amount equal to the aggregate Repurchase Price of the Purchased Loans, until the Aggregate Repurchase Price for all of the Purchased Loans has been reduced to zero; and (iv) fourth, to Seller, the remainder. (d) If at any time during the term of amounts remitted to Buyer as provided in Articles 5(b) and 5(c) are insufficient to pay all amounts due and payable from Seller to Buyer under this Agreement or any Transaction any Income is distributed to Seller or Seller has otherwise received such Income and has made a payment in respect of such Income to Buyer pursuant to this Section 5Document, and for any reason such amount is required to be returned by Buyer to an obligor under such Purchased Loan (either before or after the Repurchase Date), Buyer may provide Seller with notice of such required return, and Seller shall pay the amount of such required return to Buyer by 11:00 a.m., New York time, on the Business Day following Seller’s receipt of such notice. (e) Subject whether due to the other provisions hereofoccurrence of an Event of Default or otherwise, Seller shall be responsible remain liable to Buyer for payment of all Costs in respect of any Purchased Loans to the extent it would be so obligated if the Purchased Loans had not been sold to Buyer. Buyer shall provide Seller with notice of any Costs promptly upon receiving such notice, amounts and Seller shall pay the amount of any Costs to Buyer by 11:00 a.m., New York time, on the later of (i) five (5) Business Days after Buyer has informed Seller that such amount is due under the Purchased Loan Documents and (ii) three (3) Business Days following Seller’s receipt of such noticeamounts when due.

INCOME PAYMENTS AND PRINCIPAL PAYMENTS. Paragraph 5 of the Agreement (“Income Payments”) is hereby deleted and replaced in its entirety by the following provisions of this Section 5: (a) On or before each Remittance Date, each Series Seller shall be obligated to pay to Buyer (to the extent not paid on such date through the distributions required pursuant to Sections 5(c), (d) and (e) hereof) the accrued but unpaid Price Differential for its applicable Transaction(s) due as of such Remittance Date (along with any other amounts then due and payable), Seller by wire transfer in immediately available funds. A Cash Management Account shall be established by Master Seller, on behalf of itself and each Series Seller, at the Depository. Buyer shall establish have sole dominion and maintain with control over the Depository Bank a deposit account owned by, Cash Management Account until the termination of Seller’s obligations under this Agreement and the documents delivered in the name connection herewith and therewith. All Available Income in respect of and under the sole control of Buyer with respect to which the Blocked Account Agreement shall have been executed (such account, together with any replacement or successor thereof, the “Blocked Account”). Seller shall cause all Income with respect to the Purchased Loans or other assets (if cash) delivered under Section 4 to shall be deposited in the Blocked Account no later than the next Business Day following its collection by Master Seller and receipt thereof. Simultaneously with the transfer of any Purchased Loan under Section 3, each Series Seller shall deliver to each Mortgagor or obligor (or the related collection account bank, as applicable), or applicable Servicer directly into the related lead lender or servicer under a Purchased Loan an irrevocable direction letter in form and substance satisfactory to Buyer instructing such Person to remit to the Blocked Cash Management Account all amounts payable to Seller under the related Purchased Loan (unless such Mortgagor or obligor or related servicer or lender is already remitting payments to the Servicer, whereupon Seller shall direct Servicer to remit all without any further action of Buyer. All such amounts transferred into the Blocked Cash Management Account and service such payments shall be remitted by the Depository in accordance with the Servicing Agreement and the applicable provisions hereofof Sections 5(b), 5(c), 5(d), 5(e), 13(b)(iii) and 13(c)(iii) of this Agreement. (b) Seller shall provide to Buyer written proof cause the Servicer of such delivery. If a Mortgagor or obligor (or the related collection account bank) or the related lead lender or servicer under a each Purchased Loan forwards any to enter into a Servicer Notice and Agreement in the form attached as Exhibit IX to this Agreement, which provides, inter alia, that the Servicer shall deposit all Available Income with respect to such Purchased Loan into the Cash Management Account. If a Servicer forwards any Available Income with respect to a Purchased Loan to Master Seller or any Series Seller rather than directly to the Blocked Cash Management Account, Master Seller shall (i) deliver redeliver an additional irrevocable direction letter executed copy of the Servicer Notice and Agreement to the applicable Person Servicer, and make other commercially reasonable efforts to cause such Person Servicer to forward such amounts directly to the Blocked Account and Cash Management Account, (ii) hold such amounts in trust for the benefit of Buyer and (ii) immediately deposit in the Blocked Cash Management Account any such amounts. All Income in respect of the Portfolio Loans, which may include payments in respect of associated Hedging Transactions, shall be deposited directly into, or, if applicable, remitted directly from the applicable underlying collection account to, the Blocked Account. (bc) So long as no Event of Default shall have occurred and be continuing, all Available Income on deposit in received by the Blocked Account Depository in respect of the Portfolio Purchased Loans (other than Principal Payments and the associated Hedging Transactions net sale proceeds) during each Collection Period shall be applied by the Buyer Depository on the related Remittance Date as followsin the following order of priority: (i) first, to remit to (a) the Custodian an amount equal to any accrued and unpaid custodial fees and expenses due and payable under the Custodial Agreement, and (b) the Depository an amount equal to any accrued and unpaid fees and expenses due and payable under the Controlled Account Agreement; (ii) second, to remit to Buyer an amount equal to the aggregate Price Differential which has accrued and is outstanding in respect of all of the Transactions Purchased Loans as of such Business Day; (ii) second, to Buyer an amount equal to all Costs and other amounts payable by Seller and outstanding hereunder and under the other Transaction Documents (other than the Repurchase Price)Remittance Date; (iii) third, if to make a Principal Payment in respect payment to Buyer on account of any Purchased Loan has been made during such Collection Period, to Buyer in respect of the Repurchase Price an amount equal to the greater of (i) the product of the amount of such Principal Payment multiplied by the Purchase Percentage outstanding and (ii) such greater amount, such that after giving effect to such payment of the applicable Repurchase Price, the aggregate Repurchase Price of the Portfolio Loans is less than or equal to the Asset Base, as determined by Buyer after giving effect to such paymentunpaid Mandatory Amortization Amount; (iv) fourth, during to remit to any Affiliated Hedge Counterparty (a) any periodic payments due and payable on any Affiliated Hedging Transaction and (b) upon the Facility Extension Periodtermination of any Affiliated Hedging Transaction, any termination payment or other amounts due and payable to Buyer the Extended Repurchase Monthly AmountAffiliated Hedge Counterparty under the terms of the Affiliated Hedging Transaction; (v) fifth, during the Facility Extension Period, to remit to Buyer in respect on account of any unpaid fees, costs, expenses, indemnity amounts and any and all other amounts due and payable from Seller under this Agreement or the Aggregate Repurchase Price until the Aggregate Repurchase Price for all of the Purchased Loans has been reduced to zeroother Transaction Documents; and (vi) sixth, to remit to Seller Master Seller, on behalf of all applicable Series Sellers, the remainder, if any. If . (d) So long as no Event of Default or Amortization Event shall have occurred and be continuing, (A) any unscheduled Principal Payment and all net sale proceeds in respect of a Purchased Loan which is a portion of the Available Income received by the Depository during each Collection Period shall be applied by the Depository on any Remittance Date, the amounts Business Day following the day on which such funds are deposited in the Blocked Cash Management Account and (B) any scheduled Principal Payment shall be insufficient to make applied by the payments required under clauses Depository on the related Remittance Date in the following order of priority: (i) through first, to remit to (a) the Custodian in an amount equal to any accrued and unpaid custodial fees and expenses due and payable under the Custodial Agreement, and (b) the Depository in an amount equal to any accrued and unpaid fees and expenses due and payable under the Controlled Account Agreement (in each case, to the extent not paid pursuant to Section 5(c)(i) above); (ii) second, to remit to Buyer an amount equal to the aggregate Price Differential which has accrued and is outstanding in respect of all of the Purchased Loans as of such Remittance Date (to the extent not paid pursuant to Section 5(c)(ii) above); (iii) third, to make a payment to Buyer on account of any Mandatory Amortization Amount (to the extent not paid pursuant to Section 5(c)(iii) above); (iv) fourth, to remit to any Affiliated Hedge Counterparty (a) any periodic payments due and payable on any Affiliated Hedging Transaction and (b) upon the termination of any Affiliated Hedging Transaction, any termination payment or other amounts due and payable to the Affiliated Hedge Counterparty under the terms of the Affiliated Hedging Transaction (to the extent not paid pursuant to Section 5(c)(iv) above); (v) fifth, to remit to Buyer on account of any unpaid fees, costs, expenses, indemnity amounts and any and all other amounts due and payable from Seller under this Agreement or the other Transaction Documents (to the extent not paid pursuant to Section 5(b5(c)(v) above); (vi) sixth, to make a payment to Buyer on account of the Repurchase Price of each of the Purchased Loans in respect of which such Principal Payment(s) have been received, in an amount equal to the product of (A) the difference between (1) such Principal Payment(s) minus (2) the aggregate amount paid pursuant to Sections 5(d)(i) through 5(d)(v) above and (B) the respective Allocable Percentages applicable thereto; and (vii) seventh, to remit to Master Seller, on behalf of all applicable Series Sellers, the same shall constitute an Event remainder of Default hereundersuch Principal Payment or net sale proceeds. (ce) If an Event of Default shall have occurred and be continuing, all Available Income on deposit in (including Principal Payments) received by Buyer or the Blocked Account Depository in respect of the Purchased Loans and the associated Hedging Transactions during each Collection Period shall be applied by Buyer or the Depository on the Business Day next following the Business Day day on which such funds are deposited in the Blocked Cash Management Account as follows: (i) first, to Buyerremit to (a) the Custodian in an amount equal to any accrued and unpaid custodial fees and expenses due and payable under the Custodial Agreement, and (b) the Depository in an amount equal to any accrued and unpaid fees and expenses due and payable under the Controlled Account Agreement; (ii) second, to remit to Buyer an amount equal to the aggregate Price Differential which has accrued and is outstanding in respect of all of the Transactions Purchased Loans as of such Business Day; (iii) third, to make a payment to Buyer in an amount equal to (a) the Repurchase Price of each of the Purchased Loans if a Facility Event of Default exists (which amount may be allocated by Buyer to one or more of the Purchased Loans in such amounts as Buyer may determine in its sole and absolute discretion), or (b) the Repurchase Price of each of the Purchased Loans with respect to which a Transaction Event of Default has occurred and is continuing (but no Facility Event of Default then exists), in each case until the Repurchase Price for each of such Purchased Loans has been reduced to zero; provided, however, that any amounts under this Section 5(e)(iii) representing Principal Payments received by Buyer or Depository shall be allocated (x) first, to the Repurchase Price of the applicable Purchased Loan in respect of which such Principal Payment has been received, until the Repurchase Price for such Purchased Loan has been reduced to zero, and (y) second, any remaining portion of such Principal Payment shall be allocated in accordance with clause (a) or (b), as applicable, of this Section 5(e)(iii); (iv) fourth, to remit to any Affiliated Hedge Counterparty (a) any periodic payments due and payable on any Affiliated Hedging Transaction and (b) upon the termination of any Affiliated Hedging Transaction, any termination payment or other amounts due and payable to the Affiliated Hedge Counterparty under the terms of the Affiliated Hedging Transaction; (v) fifth, to remit to Buyer in an amount equal to any unpaid fees, costs, expenses, indemnity amounts and any and all other amounts due and payable from Seller under this Agreement or the other Transaction Documents; and (vi) sixth, to remit to Master Seller the remainder, if any. (f) If an Amortization Event shall have occurred and be continuing (and provided that no Event of Default shall exist), (A) any unscheduled Principal Payment and all net sale proceeds in respect of a Purchased Loan which is a portion of the Available Income received by the Depository during each Collection Period shall be applied by the Depository on the Business Day following the day on which such funds are deposited in the Cash Management Account and (B) any scheduled Principal Payment shall be applied by the Depository on the related Remittance Date in the following order of priority: (i) first, to remit to (a) the Custodian in an amount equal to any accrued and unpaid custodial fees and expenses due and payable under the Custodial Agreement, and (b) the Depository in an amount equal to any accrued and unpaid fees and expenses due and payable under the Controlled Account Agreement (to the extent not paid pursuant to Section 5(e)(i) above); (ii) second, to Buyer, remit to Buyer an amount equal to the aggregate Price Differential which has accrued and is outstanding in respect of all Costs and all other amounts payable by Seller and outstanding hereunder and under of the other Transaction Documents Purchased Loans as of such Business Day (other than to the Repurchase Priceextent not paid pursuant to Section 5(c)(ii) above); (iii) third, to Buyer, make a payment to Buyer in an amount equal to the aggregate applicable Amortization Event Amount with respect to such Principal Payment, which Amortization Event Amount shall be allocated by Buyer (a) first, to the Repurchase Price of the respective Purchased LoansLoan in respect of which such Principal Payment has been received, until the Aggregate Repurchase Price for all of the such Purchased Loans Loan has been reduced to zero; and, and (b) second, any remaining portion of such Amortization Event Amount, to the Repurchase Price(s) of one or more of the other Purchased Loans in such amounts as Buyer may determine in its sole and absolute discretion; (iv) fourth, to Sellerremit to any Affiliated Hedge Counterparty (a) any periodic payments due and payable on any Affiliated Hedging Transaction and (b) upon the termination of any Affiliated Hedging Transaction, any termination payment or other amounts due and payable to the Affiliated Hedge Counterparty under the terms of the Affiliated Hedging Transaction (to the extent not paid pursuant to Section 5(c)(iv) above); (v) fifth, to remit to Buyer in an amount equal to any unpaid fees, costs, expenses, indemnity amounts and any and all other amounts due and payable from Seller under this Agreement or the other Transaction Documents (to the extent not paid pursuant to Section 5(c)(v) above); and (vi) sixth, to remit to Master Seller the remainder, if any. (dg) If at any time during the term of any Transaction any Income is distributed to Seller or Seller has otherwise received such Income and has made a payment in respect of such Income to Buyer pursuant to this Section 5, and for any reason such amount is required to be returned by Buyer to an obligor under such Purchased Loan (either before or after the Repurchase Date), Buyer may provide Seller with notice of such required return, and Seller shall pay the amount of such required return to Buyer by 11:00 a.m., New York time, on the Business Day following Seller’s receipt of such notice. (e) Subject to the other provisions hereof, Notwithstanding that each Series Seller shall be responsible for its own Available Income, the distribution and allocation of Available Income in accordance with the foregoing provisions of this Section 5 may, for administrative convenience, be accomplished on an aggregate basis for all Costs Series Sellers. In the event that the amounts remitted pursuant to Sections 5(c), (d), (e) and (f) above on any Remittance Date are insufficient to pay the accrued Price Differential due with respect to each of the Transactions at the respective Pricing Rates as of such Remittance Date (along with any other amounts then due and payable and any amounts due to any Affiliated Hedge Counterparties with respect to Affiliated Hedging Transactions), then Buyer, in respect its sole and absolute discretion, shall determine each Series Seller which had insufficient Available Income to pay all accrued and unpaid Price Differential at the applicable Pricing Rate as of such Remittance Date and any Purchased Loans applicable Mandatory Amortization Amount payments related to the extent it would Transaction(s) to which such Series Seller is a party (together with any amounts due to any Affiliated Hedge Counterparty with respect to any Approved Transaction relating to such Transaction and such Series Seller’s share of the custodial fees and any other joint expenses allocated ratably according to the Available Income received by each of the Series Sellers) and deliver notice (which may be so obligated if delivered via email) to Master Seller, on behalf of each of the Purchased Loans had not been sold to Buyer. Buyer shall provide Seller with notice of any Costs promptly upon receiving such notice, and Seller shall pay the amount of any Costs to Buyer by 11:00 a.m., New York timeSeries Sellers, on the later Remittance Date of the portion of such Cash Flow Deficiency payable by the respective Series Sellers. Each applicable Series Seller shall be required to pay the portion of the Cash Flow Deficiency allocable to such Series Seller (ias set forth in such notice from Buyer) five to Buyer and/or the Affiliated Hedge Counterparty, by wire transfer in immediately available funds within one (51) Business Days Day after Buyer has informed such Remittance Date. If any Series Seller shall fail to pay the portion of the Cash Flow Deficiency due from such Series Seller within one (1) Business Day after such Remittance Date, such failure shall constitute a Transaction Event of Default with respect to the Transaction(s) to which each such Series Seller is a party. (h) All Underlying Purchased Loan Reserves for any Purchased Loan must be held with the applicable Servicer in accordance with Section 28 in segregated accounts held for the benefit of Seller or otherwise subject to control agreements approved by the Buyer. In the event that no Servicer holds any such amount is due under Underlying Purchased Loan Reserves for a Purchased Loan and Seller would otherwise hold the Underlying Purchased Loan Reserves directly, it shall forward such Underlying Purchased Loan Reserves to the Cash Management Account to be held and applied in accordance with the Purchased Loan Documents and (ii) three (3) Business Days following Seller’s receipt of such noticeDocuments.

INCOME PAYMENTS AND PRINCIPAL PAYMENTS. Paragraph 5 of the Agreement (“Income Payments”) is hereby deleted and replaced in its entirety by the following provisions of this Section 5: (a) On or before the date hereof, Seller and Buyer shall establish and maintain with the Depository Bank a deposit account owned by, in the name of Seller and under the sole control of Buyer with respect to which the Blocked Account Agreement shall have been executed (such account, together with any replacement or successor thereof, the “Blocked Account”). Seller shall cause all Income with respect to the Purchased Loans or other assets (if cash) delivered under Section 4 Assets to be deposited in the Blocked Account no later than Account. In furtherance of the next Business Day following its collection and receipt thereof. Simultaneously with the transfer of any Purchased Loan under Section 3foregoing, Seller shall deliver to each Mortgagor or obligor (or the related collection account bank, as applicable), or the related lead lender or servicer under a Purchased Loan an irrevocable direction letter in form and substance satisfactory to Buyer instructing such Person cause Servicer to remit to the Blocked Account all amounts payable to Seller under Income received in respect of the related Purchased Loan Assets within two (unless such Mortgagor or obligor or related servicer or lender is already remitting payments to the Servicer, whereupon Seller shall direct Servicer to remit all such amounts into the Blocked Account and service such payments in accordance with the Servicing Agreement and the provisions hereof2) and shall provide to Buyer written proof Business Day of such delivery. If a Mortgagor or obligor (or the related collection account bank) or the related lead lender or servicer under a Purchased Loan forwards any Income with respect to such Purchased Loan to Seller rather than directly to the Blocked Account, Seller shall (i) deliver an additional irrevocable direction letter to the applicable Person and cause such Person to forward such amounts directly to the Blocked Account and (ii) hold such amounts in trust for Buyer and immediately deposit in the Blocked Account any such amountsreceipt. All Income in respect of the Portfolio LoansPurchased Assets, which may include payments in respect of associated Hedging Transactions, shall be deposited directly into, or, if applicable, remitted directly from the applicable underlying collection account to, the Blocked Account. (b) So long as no Event of Default shall have occurred and be continuing, all Income on deposit in the Blocked Account in respect of the Portfolio Loans and the associated Hedging Transactions during each Collection Period shall be applied by the Buyer on the related Remittance Date as follows: (i) first, to Buyer an amount equal to the Price Differential which has accrued and is outstanding in respect of the Transactions as of such Business Day; (ii) second, to Buyer an amount equal to all Costs and other amounts payable by Seller and outstanding hereunder and under the other Transaction Documents (other than the Repurchase Price); (iii) third, if a Principal Payment in respect of any Purchased Loan has been made during such Collection Period, to Buyer in respect of the Repurchase Price an amount equal to the greater of (i) the product of the amount of such Principal Payment multiplied by the Purchase Percentage and (ii) such greater amount, such that after giving effect to such payment of the applicable Repurchase Price, the aggregate Repurchase Price of the Portfolio Loans is less than or equal to the Asset Base, as determined by Buyer after giving effect to such payment; (iv) fourth, during the Facility Extension Period, to Buyer the Extended Repurchase Monthly Amount; (v) fifth, during the Facility Extension Period, to Buyer in respect of the Aggregate Repurchase Price until the Aggregate Repurchase Price for all of the Purchased Loans has been reduced to zero; and (vi) sixth, to remit to Seller the remainder, if any. If on any Remittance Date, the amounts deposited in the Blocked Account shall be insufficient to make the payments required under clauses (i) through (iv) of this Section 5(b), the same shall constitute an Event of Default hereunder. (c) If Unless an Event of Default shall have occurred and be continuing, on each Remittance Date, all Income other than Principal Payments on deposit in the Blocked Account in respect of the Purchased Loans Assets and the associated Hedging Transactions shall be applied on the Business Day next following the Business Day on which such funds are deposited in the Blocked Account as follows: (i) first, to Buyer, an amount equal to the Price Differential which has accrued and is outstanding in respect of the Transactions as of such Business DayRemittance Date; (ii) second, to Buyer, all Transaction Costs and all other amounts payable by Seller and outstanding hereunder and under the other Transaction Documents (other than the Repurchase Price); (iii) third, if a Margin Deficit shall exist with respect to one or more Purchased Assets, to Buyer, an the amount equal (determined pursuant to the aggregate Repurchase Price of the Purchased Loans, until the Aggregate Repurchase Price for all of the Purchased Loans has been reduced Section 4(a)) necessary to zerocure such Margin Deficit; and (iv) fourth, to Seller, the remainder, if any. If, on any Remittance Date, the amounts deposited in the Blocked Account shall be insufficient to make the payments required under (i) through (ii) above of this Section 5(b), and Seller does not otherwise make such payments on such Remittance Date ), the same shall constitute an Event of Default hereunder. (c) Unless an Event of Default shall have occurred and be continuing, on each Remittance Date, any Principal Payment (including net sale proceeds) in respect of any Purchased Asset for which the Income thereof has been received by Depository Bank during any Collection Period shall be applied as follows: (i) first, to Buyer, an amount equal to the product of the amount of such Principal Payment multiplied by the applicable Purchase Percentage, which amount shall be applied by Buyer to reduce the Purchase Price of the applicable Purchased Asset(s); (ii) second, to Buyer, an amount equal to the Price Differential which has accrued and is outstanding in respect of the Principal Payment as of such Remittance Date; (iii) third, to Buyer, if a Margin Deficit shall exist with respect to one or more Purchased Assets, the amount (determined pursuant to Section 4(a)) necessary to cure such Margin Deficit; and (iv) fourth, to Seller, the remainder, if any. (d) During the Wind Down Period, unless an Event of Default shall have occurred and be continuing, on each Remittance Date, any Principal Payments on deposit in the Blocked Account in respect of the Purchased Assets shall be applied in the order set forth below, provided, that if the amount of such Principal Payments on deposit equals or exceeds $1,000,000, upon no less than two (2) Business Days’ prior written notice, Seller shall have the right, exercisable no more than one (1) time per month, to cause such Principal Payments to be applied on a date earlier than the Remittance Date as specified in the related notice: (i) until the Wind Down Period Beginning Balance has been reduced by fifty percent (50%), any such Principal Payments shall be applied in the following order of priority: (A) first, to Buyer, an amount equal to the product of the amount of such Principal Payment, multiplied by the applicable Purchase Percentage; (B) second, to Buyer, any Transaction Costs and all other amounts due and payable by Seller and outstanding hereunder and under the other Transaction Documents (other than the Repurchase Price) to the extent the same have not been paid pursuant to Section 5(b); (C) third, to Buyer, if a Margin Deficit shall exist with respect to one or more Purchased Assets, the amount (determined pursuant to Section 4(a)) necessary to cure such Margin Deficit; (D) fourth, all remaining Principal Payments to Buyer to reduce the aggregate Purchase Prices of all Purchased Assets on a pro rata basis until the Wind Down Period Beginning Balance has been reduced by fifty percent (50%); and (E) fifth, the remainder to be applied in accordance with Section 5(d)(ii)(D) and Section 5(d)(ii)(E), as applicable. (ii) Until the Wind Down Period Beginning Balance has been reduced by seventy five percent (75%), any such Principal Payments shall be applied in the following order of priority: (A) first, to Buyer, an amount equal to the product of the amount of such Principal Payment, multiplied by the applicable Purchase Percentage; (B) second, to Buyer, any Transaction Costs and all other amounts due and payable by Seller and outstanding hereunder and under the other Transaction Documents (other than the Repurchase Price) to the extent the same have not been paid pursuant to Section 5(b); (C) third, to Buyer, if a Margin Deficit shall exist with respect to one or more Purchased Assets, the amount (determined pursuant to Section 4(a)) necessary to cure such Margin Deficit; (D) fourth, seventy-five percent (75%) of the remainder of such Principal Payments to Buyer to reduce the aggregate Purchase Prices of all Purchased Assets on a pro rata basis, and twenty-five percent (25%) of such remainder to Seller, until the Wind Down Period Beginning Balance has been reduced by seventy-five percent (75%); and (E) fifth, the remainder to be applied in accordance with Section 5(d)(iii)(D) and Section 5(d)(iii)(E), as applicable. (iii) Until the Wind Down Period Beginning Balance has been reduced to zero, any such Principal Payments shall be applied in the following order of priority: (A) first, if a Principal Payment in respect of any Purchased Asset has been made during the related Collection Period, to Buyer an amount equal to the product of the amount of such Principal Payment, multiplied by the applicable Purchase Percentage; (B) second, to Buyer, any Transaction Costs and all other amounts due and payable by Seller and outstanding hereunder and under the other Transaction Documents (other than the Repurchase Price) to the extent the same have not been paid pursuant to Section 5(b); (C) third, to Buyer, if a Margin Deficit shall exist with respect to one or more Purchased Assets, the amount (determined pursuant to Section 4(a)) necessary to cure such Margin Deficit; (D) fourth, fifty percent (50%) of the remainder of such Principal Payments to Buyer to reduce the aggregate Purchase Prices of all Purchased Assets on a pro rata basis, and fifty percent (50%) of such remainder to Seller, until the Wind Down Period Beginning Balance has been reduced to zero; and (E) fifth, to Seller, the remainder, if any. (e) If an Event of Default shall have occurred and be continuing, all Income on deposit in the Blocked Account in respect of the Purchased Assets and the associated Hedging Transactions shall be applied as determined in Buyer’s sole discretion pursuant to Section 14(b)(ii). (f) If at any time during the term of any Transaction any Income is distributed to Seller with respect to the related Purchased Asset or Seller has otherwise received such Income and has made a payment in respect of such Income to Buyer pursuant to this Section 5, and for any reason such amount is required to be returned by Buyer to an obligor under such Purchased Loan Asset (either before or after the Repurchase Date), Buyer may provide Seller with notice of such required return, and Seller shall pay the amount of such required return to Buyer by 11:00 a.m., a.m. (New York time, ) on the Business Day following Seller’s receipt of such notice. (e) Subject to the other provisions hereof, Seller shall be responsible for all Costs in respect of any Purchased Loans to the extent it would be so obligated if the Purchased Loans had not been sold to Buyer. Buyer shall provide Seller with notice of any Costs promptly upon receiving such notice, and Seller shall pay the amount of any Costs to Buyer by 11:00 a.m., New York time, on the later of (i) five (5) Business Days after Buyer has informed Seller that such amount is due under the Purchased Loan Documents and (ii) three (3) Business Days following Seller’s receipt of such notice.

INCOME PAYMENTS AND PRINCIPAL PAYMENTS. Paragraph 5 of the Agreement (“Income Payments”) is hereby deleted and replaced in its entirety by the following provisions of this Section 5: (a) On or before each Remittance Date, each Series Seller shall be obligated to pay to Buyer (to the extent not paid on such date through the distributions required pursuant to Sections 5(c), (d) and (e) hereof) the accrued but unpaid Price Differential for its applicable Transaction(s) due as of such Remittance Date (along with any other amounts then due and payable), Seller by wire transfer in immediately available funds. A Cash Management Account shall be established by Master Seller, on behalf of itself and each Series Seller, at Depository. Buyer shall establish have sole dominion and maintain with control over the Depository Bank a deposit account owned by, Cash Management Account at all times until this Agreement is terminated and Seller has satisfied all of the Repurchase Obligations. All Available Income in the name respect of and under the sole control of Buyer with respect to which the Blocked Account Agreement shall have been executed (such account, together with any replacement or successor thereof, the “Blocked Account”). Seller shall cause all Income with respect to the Purchased Loans or other assets (if cash) delivered under Section 4 to shall be deposited in the Blocked Account no later than the next Business Day following its collection by Master Seller and receipt thereof. Simultaneously with the transfer of any Purchased Loan under Section 3, each Series Seller shall deliver to each Mortgagor or obligor (or the related collection account bankapplicable Servicer (i) directly into the Cash Management Account without any further action of Buyer or (ii) directly into the Applicable Servicer Account for further remittance by the applicable Servicer to the Cash Management Account, as applicable), or subject in all cases to the terms and conditions of the related lead lender or servicer under a Purchased Loan an irrevocable direction letter in form Servicer Notice and substance satisfactory to Buyer instructing such Person to remit to the Blocked Account all amounts payable to Seller under the related Purchased Loan (unless such Mortgagor or obligor or related servicer or lender is already remitting payments to the Servicer, whereupon Seller shall direct Servicer to remit all Agreement. All such amounts transferred into the Blocked Cash Management Account and service such payments shall be remitted by Depository in accordance with the Servicing Agreement and the applicable provisions hereofof Sections 5(b), 5(c), 5(d), 5(e), 13(b)(iii) and 13(c)(iii) hereof. (b) Seller shall provide to Buyer written proof cause the Servicer of such delivery. If a Mortgagor or obligor (or the related collection account bank) or the related lead lender or servicer under a each Purchased Loan forwards any to enter into a Servicer Notice and Agreement in the form attached as Exhibit IX to this Agreement, which provides, inter alia, that the Servicer shall deposit all Available Income with respect to such Purchased Loan into the Applicable Servicer Account for further remittance by the applicable Servicer into the Cash Management Account, all in accordance with the terms of the Servicing Agreement and the related Servicer Notice and Agreement. If a Servicer forwards any Available Income with respect to a Purchased Loan to Master Seller, any Series Seller or any other Person, rather than directly to the Blocked Cash Management Account or directly into the Applicable Servicer Account for further remittance by the applicable Servicer to the Cash Management Account, subject in all cases to the terms and conditions of the related Servicer Notice and Agreement, Master Seller shall (i) deliver redeliver an additional irrevocable direction letter executed copy of the Servicer Notice and Agreement to the applicable Person Servicer, and make other commercially reasonable efforts to cause such Person Servicer to forward such amounts directly to the Blocked Account and Cash Management Account, (ii) hold such amounts in trust for the benefit of Buyer and (ii) immediately deposit in the Blocked Cash Management Account any such amounts. All If a Mortgagor, issuer of a Participation Interest or paying agent with respect to the Purchased Loan or borrower forwards any Income in or other amounts with respect to a Purchased Loan to such Series Seller, any Affiliate of such Series Seller or any other Person rather than directly into the Portfolio LoansApplicable Servicer Account or Cash Management Account, which may include payments in respect as applicable pursuant to the requirements of associated Hedging TransactionsSection 5(a) hereof, such Series Seller shall, or shall be deposited directly intocause such Affiliate to, or(i) to the extent required under Section 7(c), if applicable, remitted directly from deliver a separate Re-direction Letter to the applicable underlying collection account toMortgagor, issuer of a Participation Interest, servicer, paying agent or similar Person with respect to the Blocked Purchased Loan, and make other commercially reasonable efforts to cause such Mortgagor, issuer of a Participation Interest, servicer, paying agent or similar Person with respect to the Purchased Loan or borrower to forward such amounts directly to the Cash Management Account and (ii) deposit in the Applicable Servicer Account or Cash Management Account, as applicable pursuant to the requirements of Section 5(a) hereof, any such amounts within one (1) Business Day of such Series Seller’s (or its Affiliate’s) receipt thereof. (bc) So long as no Event of Default shall have occurred and be continuing, all Available Income on deposit in the Blocked Account received by Depository in respect of the Portfolio Purchased Loans (other than Principal Payments and the associated Hedging Transactions net sale proceeds) during each Collection Period shall be applied by the Buyer Depository on the related Remittance Date as followsin the following order of priority: (i) first, to remit to (a) Custodian an amount equal to any accrued and unpaid custodial fees and expenses due and payable under the Custodial Agreement, and (b) Depository an amount equal to any accrued and unpaid fees and expenses due and payable under the Controlled Account Agreement; (ii) second, to remit to Buyer an amount equal to the aggregate Price Differential which has accrued and is outstanding in respect of all of the Transactions Purchased Loans as of such Remittance Date; (iii) third, to make a payment to Buyer on account of any outstanding and unpaid Margin Deficit required to be paid pursuant to Section 4(b) hereof; (iv) fourth, to remit to Buyer on account of any other unpaid fees, costs, expenses, indemnity amounts and any and all other amounts due and payable from Seller under this Agreement or the other Transaction Documents, including but not limited to any amounts that remain unpaid after application of Principal Payments as provided in Section 5(d) hereof; and (v) fifth, to remit to Master Seller, on behalf of all applicable Series Sellers, the remainder, if any; provided that, if any Default has occurred and is continuing on such date that has not become an Event of Default, all amounts otherwise payable to Master Seller hereunder shall be retained in the Cash Management Account until the earlier of (x) the day on which Buyer provides written notice to the Depository that such Default has been cured to the satisfaction of Buyer in its sole discretion and no other Default or Event of Default has occurred and is continuing, at which time the Depository shall apply all such amounts pursuant to this priority fifth; and (y) the day that the related Default becomes an Event of Default, at which time the Depository shall apply all such amounts pursuant to Section 5(e). (d) So long as no Event of Default shall have occurred and be continuing, (A) any unscheduled Principal Payments and any scheduled principal payments at maturity in respect of the Purchased Loans received by Depository during each Collection Period shall be applied by Depository within two (2) Business DayDays following the later to occur of (x) the day on which such funds are deposited in the Cash Management Account and (y) Seller’s delivery to Buyer of written notice of such Principal Payment, which notice shall include the date of such Principal Payment, and (B) any scheduled Principal Payment (other than at maturity) in respect of the Purchased Loans shall be applied by Depository on the related Remittance Date in the following order of priority: (i) first, to remit to (a) Custodian an amount equal to any accrued and unpaid custodial fees and expenses due and payable under the Custodial Agreement, and (b) Depository an amount equal to any accrued and unpaid fees and expenses due and payable under the Controlled Account Agreement (in each case, to the extent not paid pursuant to Section 5(c)(i) hereof); (ii) second, to remit to Buyer an amount equal to the aggregate Price Differential which has accrued and is outstanding in respect of all Costs and other amounts payable by Seller and outstanding hereunder and under of the other Transaction Documents Purchased Loans as of such Remittance Date (other than to the Repurchase Priceextent not paid pursuant to Section 5(c)(ii) hereof); (iii) third, if to make a Principal Payment in respect payment to Buyer on account of any Purchased Loan has been made during such Collection Period, outstanding and unpaid Margin Deficit and required to Buyer in respect of the Repurchase Price an amount equal be paid pursuant to Section 4(b) hereof (to the greater of (iextent not paid pursuant to Section 5(c)(iii) the product of the amount of such Principal Payment multiplied by the Purchase Percentage and (ii) such greater amount, such that after giving effect to such payment of the applicable Repurchase Price, the aggregate Repurchase Price of the Portfolio Loans is less than or equal to the Asset Base, as determined by Buyer after giving effect to such paymenthereof); (iv) fourth, during the Facility Extension Period, to remit to Buyer on account of any other unpaid fees, costs, expenses, indemnity amounts and any and all other amounts due and payable from Seller under this Agreement or the Extended Repurchase Monthly Amountother Transaction Documents (to the extent not paid pursuant to Section 5(c)(iv) hereof); (v) fifth, during the Facility Extension Period, to make a payment to Buyer in respect on account of the Aggregate Repurchase Price until the Aggregate Repurchase Price for all of each of the Purchased Loans has in respect of which such Principal Payment(s) have been reduced received, in an amount equal to zerosuch Principal Payment(s) multiplied by the respective Allocable Percentages applicable thereto; and (vi) sixth, to remit to Master Seller the remainder, if any. If ; provided that, if any Default has occurred and is continuing on any Remittance Date, the amounts deposited in the Blocked Account shall be insufficient to make the payments required under clauses (i) through (iv) of this Section 5(b), the same shall constitute such date that has not become an Event of Default, all amounts otherwise payable to Master Seller hereunder shall be retained in the Cash Management Account until the earlier of (x) the day on which Buyer provides written notice to the Depository that such Default hereunderhas been cured to the satisfaction of Buyer in its sole discretion and no other Default or Event of Default has occurred and is continuing, at which time the Depository shall apply all such amounts pursuant to this priority sixth; and (y) the day that the related Default becomes an Event of Default, at which time the Depository shall apply all such amounts pursuant to Section 5(e). (ce) If an Event of Default shall have occurred and be continuing, all Available Income on deposit in (including, for the Blocked Account avoidance of doubt, all Principal Payments) received by Buyer or Depository in respect of the Purchased Loans and the associated Hedging Transactions during each Collection Period shall be applied by Buyer or Depository on the Business Day next following the Business Day day on which such funds are deposited in the Blocked Cash Management Account as follows: (i) first, to Buyerremit to (a) Custodian in an amount equal to any accrued and unpaid custodial fees and expenses due and payable under the Custodial Agreement, and (b) Depository in an amount equal to any accrued and unpaid fees and expenses due and payable under the Controlled Account Agreement; (ii) second, to remit to Buyer an amount equal to the aggregate Price Differential which has accrued and is outstanding in respect of all of the Transactions Purchased Loans as of such Business Day; (ii) second, to Buyer, all Costs and all other amounts payable by Seller and outstanding hereunder and under the other Transaction Documents (other than the Repurchase Price); (iii) third, to Buyer, make a payment to Buyer in an amount equal to (a) the aggregate Repurchase Price of each of the Purchased LoansLoans if a Facility Event of Default exists (which amount may be allocated by Buyer to one or more of the Purchased Loans in such amounts as Buyer may determine in its sole and absolute discretion), or (b) the Repurchase Price of each of the Purchased Loans with respect to which a Transaction Event of Default has occurred and is continuing (but no Facility Event of Default then exists), in each case until the Aggregate Repurchase Price for all each of the such Purchased Loans has been reduced to zero; andprovided, however, that any amounts under this Section 5(e)(iii) representing Principal Payments received by Buyer or Depository shall be allocated (x) first, to the Repurchase Price of the applicable Purchased Loan in respect of which such Principal Payment has been received, until the Repurchase Price for such Purchased Loan has been reduced to zero, and (y) second, any remaining portion of such Principal Payment shall be allocated to the other Purchased Loans as determined by Buyer in its sole discretion; (iv) fourth, to remit to Buyer on account of any other unpaid fees, costs, expenses, indemnity amounts and any and all other amounts due and payable from Seller under this Agreement or the other Transaction Documents, until the Repurchase Obligations are paid in full; and (v) fifth, to remit to Master Seller, on behalf of all applicable Series Sellers, the remainder, if any. (df) If at any time during the term of any Transaction any Income is distributed to Seller or Seller has otherwise received such Income and has made a payment in respect of such Income to Buyer pursuant to this Section 5, and for any reason such amount is required to be returned by Buyer to an obligor under such Purchased Loan (either before or after the Repurchase Date), Buyer may provide Seller with notice of such required return, and Seller shall pay the amount of such required return to Buyer by 11:00 a.m., New York time, on the Business Day following Seller’s receipt of such notice. (e) Subject to the other provisions hereof, Notwithstanding that each Series Seller shall be responsible for its own Available Income, the distribution and allocation of Available Income in accordance with the foregoing provisions of this Section 5 may, for administrative convenience, be accomplished on an aggregate basis for all Costs Series Sellers. In the event that the amounts remitted pursuant to Sections 5(c), (d) and (e) above on any Remittance Date are insufficient to pay the accrued Price Differential due with respect to each of the Transactions at the respective Pricing Rates as of such Remittance Date, then Buyer, in respect its sole and absolute discretion, shall determine which Series Seller(s) had insufficient Available Income to pay all accrued and unpaid Price Differential at the applicable Pricing Rate as of such Remittance Date and any Purchased Loans applicable Margin Deficit payments related to the extent it would Transaction(s) to which such Series Seller(s) is a party (together with each such Series Seller’s share of the custodial fees and any other joint expenses allocated ratably according to the Available Income received by each of the Series Sellers) and deliver notice (which may be so obligated if delivered via email) to Master Seller, on behalf of each of the Purchased Loans had not been sold to BuyerSeries Sellers, on (or as soon as possible after) the Remittance Date of the portion of such Cash Flow Deficiency payable by the respective Series Sellers. Buyer shall provide Seller with notice of any Costs promptly upon receiving such notice, and Each applicable Series Seller shall be required to pay the amount portion of any Costs the Cash Flow Deficiency allocable to such Series Seller (as set forth in such notice from Buyer) to Buyer by 11:00 a.m., New York time, on the later of wire transfer in immediately available funds within one (i) five (51) Business Days Day after Buyer has informed the earlier to occur of the receipt of such notice or such Remittance Date. If any Series Seller that shall fail to pay the portion of the Cash Flow Deficiency due from such amount Series Seller within one (1) Business Day after such Remittance Date, such failure shall constitute a Transaction Event of Default with respect to the Transaction(s) to which each such Series Seller is due under a party. (g) All Underlying Purchased Loan Reserves for any Purchased Loan must be held with the applicable Servicer in accordance with Section 28 hereof in segregated accounts held for the benefit of Seller or otherwise subject to control agreements approved by Buyer. If no Servicer holds any such Underlying Purchased Loan Reserves for a Purchased Loan and Seller would otherwise hold the Underlying Purchased Loan Reserves directly, it shall forward such Underlying Purchased Loan Reserves to the Cash Management Account to be held and applied by Depository in accordance with the Purchased Loan Documents and (ii) three (3) Business Days following Seller’s receipt of such noticeDocuments.

INCOME PAYMENTS AND PRINCIPAL PAYMENTS. Paragraph 5 of the Agreement (“Income Payments”) is hereby deleted and replaced in its entirety by the following provisions of this Section 5: (a) On or before each Remittance Date, each Series Seller shall be obligated to pay to Buyer (to the extent not paid on such date through the distributions required pursuant to Sections 5(c), (d), (e) and (f) hereof) the accrued but unpaid Price Differential for its applicable Transaction(s) due as of such Remittance Date (along with any other amounts then due and payable), Seller by wire transfer in immediately available funds. A Cash Management Account shall be established by Master Seller, on behalf of itself and each Series Seller, at the Depository. Buyer shall establish have sole dominion and maintain with control over the Depository Bank a deposit account owned by, Cash Management Account. All Available Income in the name respect of and under the sole control of Buyer with respect to which the Blocked Account Agreement shall have been executed (such account, together with any replacement or successor thereof, the “Blocked Account”). Seller shall cause all Income with respect to the Purchased Loans or other assets (if cash) delivered under Section 4 to shall be deposited in the Blocked Account no later than the next Business Day following its collection by Master Seller and receipt thereof. Simultaneously with the transfer of any Purchased Loan under Section 3, each Series Seller shall deliver to each Mortgagor or obligor (or the related collection account bank, as applicable), or applicable Servicer directly into the related lead lender or servicer under a Purchased Loan an irrevocable direction letter in form and substance satisfactory to Buyer instructing such Person to remit to the Blocked Cash Management Account all amounts payable to Seller under the related Purchased Loan (unless such Mortgagor or obligor or related servicer or lender is already remitting payments to the Servicer, whereupon Seller shall direct Servicer to remit all without any further action of Buyer. All such amounts transferred into the Blocked Cash Management Account and service such payments shall be remitted by the Depository in accordance with the Servicing Agreement and the applicable provisions hereofof Sections 5(b), 5(c), 5(d), 5(e), 13(b)(iii) and 13(c)(iii) of this Agreement. (b) Seller shall provide cause the Servicer (other than the Initial Servicer) of each Purchased Loan to enter into a Servicer Notice and Agreement in the form attached as Exhibit IX to this Agreement (or in such other form as is acceptable to Buyer written proof of such delivery. If a Mortgagor in its sole discretion), which provides, inter alia, that the Servicer shall deposit, or obligor (or the related collection account bank) or the related lead lender or servicer under a Purchased Loan forwards any cause to be deposited, all Available Income with respect to such Purchased Loan into the Cash Management Account. If a Servicer forwards any Available Income with respect to a Purchased Loan to Master Seller or any Series Seller rather than directly to the Blocked Cash Management Account, Master Seller shall (i) deliver redeliver an additional irrevocable direction letter executed copy of the Servicer Notice and Agreement to the applicable Person Servicer, and make other commercially reasonable efforts to cause such Person Servicer to forward such amounts directly to the Blocked Account and Cash Management Account, (ii) hold such amounts in trust for the benefit of Buyer and immediately (iii) within two (2) Business Days after receipt thereof deposit in the Blocked Cash Management Account any such amounts. All Income in respect of the Portfolio Loans, which may include payments in respect of associated Hedging Transactions, shall be deposited directly into, or, if applicable, remitted directly from the applicable underlying collection account to, the Blocked Account. (bc) So long as no Event of Default shall have occurred and be continuing, all Available Income on deposit in received by the Blocked Account Depository in respect of the Portfolio Purchased Loans (other than Principal Payments and the associated Hedging Transactions net sale proceeds) during each Collection Period shall be applied by the Buyer Depository on the related Remittance Date as followsin the following order of priority: (i) first, to remit to (a) the Custodian an amount equal to any accrued and unpaid custodial fees and expenses due and payable under the Custodial Agreement, and (b) the Depository an amount equal to any accrued and unpaid fees and expenses due and payable under the Controlled Account Agreement; (ii) second, to remit to Buyer an amount equal to the aggregate Price Differential which is due and payable in respect of all of the Purchased Loans as of such Remittance Date; (iii) third, after giving effect to Section 4(f), to make a payment to Buyer on account of any outstanding and unpaid Margin Deficit; (iv) fourth, to remit to Buyer on account of any unpaid fees, costs, expenses, indemnity amounts and any and all other amounts due and payable from Seller under this Agreement or the other Transaction Documents; and (v) fifth, to remit to Master Seller, on behalf of all applicable Series Sellers, the remainder, if any; provided that, if any Default has occurred and is continuing on such Remittance Date that has not become an Event of Default, all amounts otherwise payable to Master Seller, on behalf of the applicable Series Sellers, hereunder shall be retained in the Cash Management Account until the earlier of (x) the day on which Buyer provides written notice to Depository that such Default has been cured to the satisfaction of Buyer in its sole discretion and no other Default or Event of Default has occurred and is continuing, at which time the Depository shall apply all such amounts pursuant to this priority fifth; and (y) the expiration of the cure period applicable to such Default, at which time the Depository shall apply all such amounts pursuant to Section 5(e). (d) So long as no Event of Default shall have occurred and be continuing, any scheduled or unscheduled Principal Payment (including net sale proceeds) in respect of a Purchased Loan which is a portion of the Available Income received by the Depository during each Collection Period shall be applied by the Depository (1) on the Business Day following the day on which such funds are deposited in the Cash Management Account for funds deposited in the Cash Management Account by 2:00 p.m. (Central time) or (2) on the second (2nd) Business Day following the day on which such funds are deposited in the Cash Management Account for funds deposited in the Cash Management Account after 2:00 p.m. (Central time), in the following order of priority: (i) first, to remit to (a) the Custodian an amount equal to any accrued and unpaid custodial fees and expenses due and payable under the Custodial Agreement, and (b) the Depository an amount equal to any accrued and unpaid fees and expenses due and payable under the Controlled Account Agreement (in each case, to the extent not paid pursuant to Section 5(c)(i) above); (ii) second, to remit to Buyer an amount equal to the aggregate Price Differential which has accrued and is outstanding in respect of all of the Transactions Purchased Loans as of such Business Day; Remittance Date (iior such other date of application) second, (to Buyer an amount equal the extent not paid pursuant to all Costs and other amounts payable by Seller and outstanding hereunder and under the other Transaction Documents (other than the Repurchase PriceSection 5(c)(ii) above); (iii) third, if a Principal Payment in respect of any Purchased Loan has been made during such Collection Period, to Buyer in respect of the Repurchase Price an amount equal to the greater of (i) the product of the amount of such Principal Payment multiplied by the Purchase Percentage and (ii) such greater amount, such that after giving effect to such Section 4(f), to make a payment to Buyer on account of the applicable Repurchase Price, the aggregate Repurchase Price of the Portfolio Loans is less than or equal any outstanding and unpaid Margin Deficit (to the Asset Base, as determined by Buyer after giving effect extent not paid pursuant to such paymentSection 5(c)(iii) above); (iv) fourth, during the Facility Extension Period, to remit to Buyer on account of any unpaid fees, costs, expenses, indemnity amounts and any and all other amounts due and payable from Seller under this Agreement or the Extended Repurchase Monthly Amountother Transaction Documents (to the extent not paid pursuant to Section 5(c)(iv) above); (v) fifth, during the Facility Extension Period, to make a payment to Buyer on account of the Repurchase Price (other than Price Differential paid pursuant to Sections 5(c)(ii) or 5(d)(ii) above) of each of the respective Purchased Loans in respect of which such Principal Payment(s) and/or net sales proceeds have been received, in an amount equal to the Aggregate Repurchase Price until product of (A) such Principal Payment(s) and/or net sales proceeds multiplied by (B) the Aggregate Repurchase Price for all of the Purchased Loans has been reduced to zerorespective Allocable Percentages applicable thereto; and (vi) sixth, to remit to Seller Master Seller, on behalf of all applicable Series Sellers, the remainderremainder of such Principal Payment or net sale proceeds, if any. If on ; provided that, if any Remittance Date, the amounts deposited in the Blocked Account shall be insufficient to make the payments required under clauses (i) through (iv) Default has occurred and is continuing as of this Section 5(b), the same shall constitute such disbursement date that has not become an Event of Default, all amounts otherwise payable to Master Seller, on behalf of the applicable Series Sellers, hereunder shall be retained in the Cash Management Account until the earlier of (x) the day on which Buyer provides written notice to Depository that such Default hereunderhas been cured to the satisfaction of Buyer in its sole discretion and no other Default or Event of Default has occurred and is continuing, at which time the Depository shall apply all such amounts pursuant to this priority sixth; and (y) the expiration of the cure period applicable to such Default, at which time the Depository shall apply all such amounts pursuant to Section 5(e). (ce) If an Event of Default shall have occurred and be continuing, all Available Income on deposit in (including Principal Payments and net sale proceeds) received by Buyer or the Blocked Account Depository in respect of the Purchased Loans and the associated Hedging Transactions during each Collection Period shall be applied by Buyer or the Depository on the Business Day next following the Business Day day on which such funds are deposited in the Blocked Cash Management Account as follows: (i) first, to Buyerremit to (a) the Custodian in an amount equal to any accrued and unpaid custodial fees and expenses due and payable under the Custodial Agreement, and (b) the Depository in an amount equal to any accrued and unpaid fees and expenses due and payable under the Controlled Account Agreement; (ii) second, to remit to Buyer an amount equal to the aggregate Price Differential which has accrued is due and is outstanding payable in respect of all of the Transactions Purchased Loans as of such Business Day; (ii) second, to Buyer, all Costs and all other amounts payable by Seller and outstanding hereunder and under the other Transaction Documents (other than the Repurchase Price); (iii) third, to Buyer, remit to Buyer in an amount equal to any unpaid fees, costs, expenses, indemnity amounts and any and all other amounts due and payable from Seller under this Agreement or the aggregate Repurchase Price of the Purchased Loans, until the Aggregate Repurchase Price for all of the Purchased Loans has been reduced to zero; andother Transaction Documents; (iv) fourth, to Sellermake a payment to Buyer in an amount equal to (a) the Repurchase Price of each of the Purchased Loans if a Facility Event of Default exists (which amount may be allocated by Buyer to one or more of the Purchased Loans in such amounts as Buyer may determine in its sole and absolute discretion), or (b) the Repurchase Price of each of the Purchased Loans with respect to which a Transaction Event of Default has occurred and is continuing (but no Facility Event of Default then exists), in each case until the Repurchase Price for each of such Purchased Loans has been reduced to zero (if a Facility Event of Default shall exist or Transaction Events of Default shall exist with respect to more than one Purchased Loan, Buyer may allocate amounts under this Section 5(e)(iv) to the Repurchase Price(s) of one or more of such Purchased Loans in such amounts as Buyer may determine in its sole and absolute discretion); and (v) fifth, to remit to Master Seller the remainder, if any. (df) If at any time during the term of any Transaction any Income is distributed to Seller or Seller has otherwise received such Income and has made a payment in respect of such Income to Buyer pursuant to this Section 5, and for any reason such amount is required to be returned by Buyer to an obligor under such Purchased Loan (either before or after the Repurchase Date), Buyer may provide Seller with notice of such required return, and Seller shall pay the amount of such required return to Buyer by 11:00 a.m., New York time, on the Business Day following Seller’s receipt of such notice. (e) Subject to the other provisions hereof, Notwithstanding that each Series Seller shall be responsible for its own Available Income, the distribution and allocation of Available Income in accordance with the foregoing provisions of this Section 5 may, for administrative convenience, be accomplished on an aggregate basis for all Costs Series Sellers. In the event that the amounts remitted pursuant to Sections 5(c), (d) and (e) above on any Remittance Date are insufficient to pay the accrued Price Differential due with respect to each of the Transactions at the respective Pricing Rates as of such Remittance Date (along with any other amounts then due and payable), then Buyer, in respect its sole and absolute discretion, shall determine each Series Seller which had insufficient Available Income to pay all accrued and unpaid Price Differential at the applicable Pricing Rate as of any Purchased Loans such Remittance Date and Margin Deficit payments related to the extent it would Transaction(s) to which such Series Seller is a party (together with such Series Seller’s share of the custodial fees and any other joint expenses allocated ratably according to the Available Income received by each of the Series Sellers) and deliver notice (which may be so obligated if delivered via email) to Master Seller, on behalf of each of the Purchased Loans had not been sold to Buyer. Buyer shall provide Seller with notice of any Costs promptly upon receiving such notice, and Seller shall pay the amount of any Costs to Buyer by 11:00 a.m., New York timeSeries Sellers, on the later Remittance Date of the portion of such Cash Flow Deficiency payable by the respective Series Sellers. Each applicable Series Seller shall be required to pay the portion of the Cash Flow Deficiency allocable to such Series Seller (ias set forth in such notice from Buyer) five to Buyer, by wire transfer in immediately available funds within one (51) Business Days Day after Buyer has informed such Remittance Date. If any Series Seller that shall fail to pay the portion of the Cash Flow Deficiency due from such amount Series Seller within one (1) Business Day after such Remittance Date, such failure shall constitute a Transaction Event of Default with respect to the Transaction(s) to which each such Series Seller is due under the a party. (g) All Underlying Purchased Loan Documents Reserves for any Purchased Loan must be held with the applicable Servicer in accordance with Section 28 in segregated accounts held for the benefit of Seller or otherwise subject to control agreements approved by the Buyer. In the event that no Servicer holds any such Underlying Purchased Loan Reserves for a Purchased Loan and (ii) three (3) Business Days following Seller’s receipt of Seller would otherwise hold the Underlying Purchased Loan Reserves directly, it shall forward such noticeUnderlying Purchased Loan Reserves to the Cash Management Account to be held and applied in accordance with the applicable Purchased Loan Documents.

INCOME PAYMENTS AND PRINCIPAL PAYMENTS. Paragraph 5 of the Agreement (“Income Payments”) is hereby deleted and replaced in its entirety by the following provisions of this Section 5: (a) On or before Concurrently with the date hereofexecution and delivery of this Agreement by QRS Seller, TRS Seller and Buyer, a Servicing Account shall be established by Servicer and the Waterfall Account shall be established at the Depository. Buyer shall establish have sole dominion and maintain with control over the Depository Bank a deposit account owned by, in the name of and under the sole control of Buyer with respect to which the Blocked Account Agreement shall have been executed (such account, together with any replacement or successor thereof, the “Blocked Waterfall Account”). Seller shall cause all Income with respect to the Purchased Loans or other assets (if cash) delivered under Section 4 to be deposited in the Blocked Account no later than the next Business Day following its collection and receipt thereof. Simultaneously with the transfer of any Purchased Loan under Section 3, Seller shall deliver to each Mortgagor or obligor (or the related collection account bank, as applicable), or the related lead lender or servicer under a Purchased Loan an irrevocable direction letter in form and substance satisfactory to Buyer instructing such Person to remit to the Blocked Account all amounts payable to Seller under the related Purchased Loan (unless such Mortgagor or obligor or related servicer or lender is already remitting payments to the Servicer, whereupon Seller shall direct Servicer to remit all such amounts into the Blocked Account and service such payments in accordance with the Servicing Agreement and the provisions hereof) and shall provide to Buyer written proof of such delivery. If a Mortgagor or obligor (or the related collection account bank) or the related lead lender or servicer under a Purchased Loan forwards any Income with respect to such Purchased Loan to Seller rather than directly to the Blocked Account, Seller shall (i) deliver an additional irrevocable direction letter to the applicable Person and cause such Person to forward such amounts directly to the Blocked Account and (ii) hold such amounts in trust for Buyer and immediately deposit in the Blocked Account any such amounts. All Income in respect of the Portfolio Purchased Loans, which may include payments in respect as well as any interest received from the reinvestment of associated Hedging Transactionssuch Income, shall be deposited directly intointo a Servicing Account and, orpursuant to applicable Servicing Agreement, if applicableshall within two (2) Business Days, remitted directly from be transferred by the applicable underlying collection account toServicer (net of any withdrawals permitted under the applicable Servicing Agreement) from such Servicing Account to the Waterfall Account and, upon such transfer, shall be remitted by the Blocked AccountDepository in accordance with the applicable provisions of Section 5(b), Section 5(c), Section 5(d), Section 5(e), Section 5(f) and Section 14(b)(iii). (b) So long as no Default or Event of Default shall have occurred and be continuing, all Income (other than Principal Payments) received by the Depository in respect of the Purchased Loans and on deposit in the Waterfall Account shall be applied, upon the direction and instruction of Buyer, by the Depository on each Waterfall Date as follows: (i) first, to Servicer, Depository and Custodian an amount equal to the fees and expenses due and payable to the Servicer, Depository and Custodian, as applicable; (ii) second, to Buyer, pro rata, (A) any outstanding Margin Deficit Amount, (B) any outstanding Concentration Limit Amount, (C) any outstanding Purchase Price Amortization Amount, and (D) any outstanding Extension Fee; (iii) third, to Buyer, an amount equal to the Price Differential outstanding in respect of all of the Purchased Loans as of such Waterfall Date; (iv) fourth, to Buyer, any other outstanding amounts then due and payable under this Agreement, the Fee Agreement or the other Transaction Documents; and (v) fifth, to Sellers (for distribution and allocation between Sellers as Sellers shall determine), an amount equal to the remainder (net of any minimum balance requirements applicable to the Waterfall Account). (c) So long as no Default or Event of Default shall have occurred and be continuing, all Principal Payments received by the Depository in respect of the Purchased Loans and on deposit in the Waterfall Account shall be applied, upon the direction and instruction of Buyer, by the Depository two (2) Business Days after receipt of such amounts in the Waterfall Account, as follows: (i) first, to Buyer in an amount equal to the product of (A) the Purchase Price Rate of the Purchased Loan in respect of which the Principal Payment was received, and (B) the amount of such Principal Payment, which shall be applied in reduction of the outstanding Purchase Price of such Purchased Loan; (ii) second, to Buyer an amount equal to the Price Differential accrued and outstanding in respect of the Purchase Price repaid pursuant to clause (i) above; (iii) third, to Buyer, pro rata, (A) any outstanding Margin Deficit Amount, (B) any outstanding Concentration Limit Amount, (C) any outstanding Purchase Price Amortization Amount, and (D) any outstanding Extension Fee; (iv) fourth, to Buyer, any other outstanding amounts then due and payable under this Agreement, the Fee Agreement or the other Transaction Documents; and (v) fifth, to Sellers (for distribution and allocation between Sellers as Sellers shall determine), an amount equal to the remainder (net of any minimum balance requirements applicable to the Waterfall Account). (d) If at any time a Default shall have occurred and be continuing, but no Event of Default shall have occurred and be continuing, all Income (other than Principal Payments) received by the Depository in respect of the Purchased Loans and on deposit in the Blocked Waterfall Account in respect of the Portfolio Loans and the associated Hedging Transactions during each Collection Period shall be applied applied, upon the direction and instruction of Buyer, by the Buyer Depository on the related Remittance each Waterfall Date as follows: (i) first, to Buyer Servicer, Depository and Custodian an amount equal to the Price Differential which has accrued fees and is outstanding in respect of expenses due and payable to the Transactions Servicer, Depository and Custodian, as of such Business Dayapplicable; (ii) second, to Buyer an amount equal to all Costs Buyer, pro rata, (A) any outstanding Margin Deficit Amount, (B) any outstanding Concentration Limit Amount, (C) any outstanding Purchase Price Amortization Amount, and other amounts payable by Seller and (D) any outstanding hereunder and under the other Transaction Documents (other than the Repurchase Price)Extension Fee; (iii) third, if a Principal Payment in respect of any Purchased Loan has been made during such Collection Periodto Buyer, to Buyer in respect of the Repurchase Price an amount equal to the greater Price Differential outstanding in respect of (i) the product all of the amount Purchased Loans as of such Principal Payment multiplied by the Purchase Percentage and (ii) such greater amount, such that after giving effect to such payment of the applicable Repurchase Price, the aggregate Repurchase Price of the Portfolio Loans is less than or equal to the Asset Base, as determined by Buyer after giving effect to such paymentWaterfall Date; (iv) fourth, during to Buyer, any other outstanding amounts then due and payable under this Agreement, the Facility Extension Period, to Buyer Fee Agreement or the Extended Repurchase Monthly Amount;other Transaction Documents; and (v) fifth, during to Depository, an amount equal to the Facility Extension Periodremainder (net of any minimum balance requirements applicable to the Waterfall Account) to hold until such time as (A) Buyer provides written notice to Depository that such Default has been cured to the satisfaction of Buyer in its sole discretion, at which time Depository shall apply such funds to Sellers (for distribution and allocation between Sellers as Sellers shall determine) or (B) such Default matures into an Event of Default, in which case such funds shall then be applied in accordance with Section 5(f). (e) If at any time a Default shall have occurred and be continuing, but no Event of Default shall have occurred and be continuing, all Principal Payments received by the Depository in respect of the Purchased Loans and on deposit in the Waterfall Account shall be applied, upon the direction and instruction of Buyer, by the Depository two (2) Business Days after receipt of such amounts in the Waterfall Account, as follows: (i) first, to Buyer in an amount equal to the product of (A) the Purchase Price Rate of the Purchased Loan in respect of which the Principal Payment was received, and (B) the amount of such Principal Payment, which shall be applied in reduction of the outstanding Purchase Price of such Purchased Loan; (ii) second, to Buyer, an amount equal to the Price Differential accrued and outstanding in respect of the Aggregate Repurchase Purchase Price until repaid pursuant to clause (i) above; (iii) third, to Buyer, pro rata, (A) any outstanding Margin Deficit Amount, (B) any outstanding Concentration Limit Amount, (C) any outstanding Purchase Price Amortization Amount, and (D) any outstanding Extension Fee; (iv) fourth, to Buyer any other outstanding amounts then due and payable under this Agreement, the Aggregate Repurchase Price for all of Fee Agreement or the Purchased Loans has been reduced to zeroother Transaction Documents; and (viv) sixthfifth, to remit Depository, an amount equal to Seller the remainderremainder (net of any minimum balance requirements applicable to the Waterfall Account) to hold until such time as (A) Buyer provides written notice to Depository that such Default has been cured to the satisfaction of Buyer in its sole discretion, if any. If on any Remittance Date, the amounts deposited in the Blocked Account at which time Depository shall be insufficient apply such funds to make the payments required under clauses Sellers (ifor distribution and allocation between Sellers as Sellers shall determine) through or (ivB) of this Section 5(b), the same shall constitute such Default matures into an Event of Default hereunderDefault, in which case such funds shall then be applied in accordance with Section 5(f). (cf) If an Event of Default shall have occurred and be continuing, all Income on deposit in (including Principal Payments) received by the Blocked Account Depository in respect of the Purchased Loans and the associated Hedging Transactions shall be applied on by the Business Day next following Depository upon the Business Day on which such funds are deposited direction and instruction of Buyer delivered from time to time (as determined by Buyer) in the Blocked Account as follows: (i) firstan order and priority determined by Buyer in its sole discretion; provided that once all amounts owing to Servicer, to BuyerCustodian, an amount equal to the Price Differential which has accrued Depositary and is outstanding in respect of the Transactions as of such Business Day; (ii) second, to Buyer, all Costs and all other amounts payable by Seller and outstanding hereunder and under the other Transaction Documents (other than the Repurchase Price); (iii) third, to Buyer, an amount equal to the aggregate Repurchase Price of the Purchased Loans, until the Aggregate Repurchase Price for all of the Purchased Loans has been reduced to zero; and (iv) fourth, to Seller, the remainder. (d) If at any time during the term of any Transaction any Income is distributed to Seller or Seller has otherwise received such Income and has made a payment in respect of such Income to Buyer pursuant to this Section 5the Transaction Documents have been paid in full, and for any reason such amount is required to be returned by Buyer to an obligor under such Purchased Loan (either before or after remaining amounts in the Repurchase Date), Buyer may provide Seller with notice of such required return, and Seller shall pay the amount of such required return to Buyer by 11:00 a.m., New York time, on the Business Day following Seller’s receipt of such notice. (e) Subject to the other provisions hereof, Seller Waterfall Account shall be responsible distributed to Sellers (for all Costs in respect of any Purchased Loans to the extent it would be so obligated if the Purchased Loans had not been sold to Buyer. Buyer distribution and allocation between Sellers as Sellers shall provide Seller with notice of any Costs promptly upon receiving such notice, and Seller shall pay the amount of any Costs to Buyer by 11:00 a.m., New York time, on the later of (i) five (5) Business Days after Buyer has informed Seller that such amount is due under the Purchased Loan Documents and (ii) three (3) Business Days following Seller’s receipt of such noticedetermine).

INCOME PAYMENTS AND PRINCIPAL PAYMENTS. Paragraph 5 of the Agreement (“Income Payments”) is hereby deleted and replaced in its entirety by the following provisions of this Section 5: (a) On or before Each Depository Account shall be established at the date hereofDepository and shall be subject to the applicable Depository Agreement which, Seller (i) in the case of the UK Depository Agreement, shall have been delivered on the Closing Date, (ii) in the case of the EUR Depository Agreement, shall have been delivered on the First A&R Closing Date, and (iii) in the case of the U.S. Depository Agreement, shall be executed and delivered concurrently with the execution and delivery of this Agreement. Pursuant to each Depository Agreement, Buyer shall establish have sole dominion and maintain control over each Depository Account. Each Depository Account shall, at all times, be subject to the applicable Depository Agreement. All Income in respect of the Purchased Assets, as well as any interest received from the reinvestment of such Income, shall be deposited directly by the underlying obligor of each Purchased Asset or as directed by the Primary Servicer in accordance with the Primary Servicing Agreement (or by any other servicer and related direct agreement, to the extent any Purchased Asset is not serviced by the Primary Servicer). Depository Bank a deposit account owned byshall then apply such Income in accordance with the applicable provisions of Articles 5(c) and (d) of this Agreement. (b) For all Purchased Assets Seller shall deliver to each servicer or trustee, in the name of and under the sole control of Buyer as applicable, with respect to which such Purchased Asset an irrevocable direction letter in the Blocked Account Agreement shall have been executed form of Exhibit XI (such account, together with any replacement or successor thereof, the “Blocked AccountRe-direction Letter”), instructing the applicable party with respect to such Purchased Asset to pay all amounts payable under the related Purchased Asset into the applicable Depository Account. Seller shall cause all Income If any such party with respect to the Purchased Loans or other assets (if cash) delivered under Section 4 to be deposited in the Blocked Account no later than the next Business Day following its collection and receipt thereof. Simultaneously with the transfer of any Purchased Loan under Section 3, Seller shall deliver to each Mortgagor or obligor (or the related collection account bank, as applicable), or the related lead lender or servicer under a Purchased Loan an irrevocable direction letter in form and substance satisfactory to Buyer instructing such Person to remit to the Blocked Account all amounts payable to Seller under the related Purchased Loan (unless such Mortgagor or obligor or related servicer or lender is already remitting payments to the Servicer, whereupon Seller shall direct Servicer to remit all such amounts into the Blocked Account and service such payments in accordance with the Servicing Agreement and the provisions hereof) and shall provide to Buyer written proof of such delivery. If a Mortgagor or obligor (or the related collection account bank) or the related lead lender or servicer under a Purchased Loan Asset forwards any Income with respect to such a Purchased Loan Asset to Seller the Collection Account, rather than directly to the Blocked applicable Depository Account, Seller shall, or shall (i) cause such Affiliate to, deliver an additional irrevocable Re-direction letter Letter to the applicable Person party with respect to the Purchased Asset and make other best efforts to cause such Person party to forward such amounts directly to the Blocked Account and (ii) hold applicable Depository Account. Any such amounts in trust for Buyer and immediately funds on deposit in the Blocked Collection Account any such amounts. All Income in respect of the Portfolio Loans, which may include payments in respect of associated Hedging Transactions, shall will be deposited directly into, or, if applicable, remitted directly from transferred to the applicable underlying collection account to, Depository Account as directed by the Blocked AccountPrimary Servicer in accordance with the Primary Servicing Agreement. (bc) So long as no Event of Default or Margin Deficit with respect to any Purchased Asset shall have occurred and be continuing, all Income on deposit in received by the Blocked Account Depository in respect of the Portfolio Loans Purchased Assets (other than scheduled or unscheduled Principal Payments and net sale proceeds) and the associated Hedging Transactions during each Collection Period shall be applied by the Buyer Depository on the related Remittance Date as followsin the following order of priority: (i) first, pro rata, (A) to Buyer Buyer, an amount equal to the Price Differential which that has accrued accreted and is outstanding in respect of the Transactions as of such Business DayRemittance Date and (B) to any Affiliated Hedge Counterparty, any amount then due and payable to an Affiliated Hedge Counterparty or Qualified Hedge Counterparty, as applicable, under any Hedging Transaction related to a Purchased Asset; (ii) second, to Buyer Buyer, an amount equal to all Costs and any other amounts then due and payable by Seller and outstanding hereunder and to Buyer or its Affiliates under the other any Transaction Documents (other than the Repurchase Price);Document; and (iii) third, if a Principal Payment in respect of any Purchased Loan has been made during such Collection Period, to Buyer in respect of the Repurchase Price an amount equal to the greater Seller, the remainder, if any. (d) So long as no Event of Default or Margin Deficit shall have occurred and be continuing, any Principal Payments shall be applied by the Depository on the Business Day following the Business Day on which such funds are deposited in the Depository Account in the following order of priority: (i) first, pro rata, (A) to Buyer, until the product Purchase Price for such Purchased Asset has been reduced to the Buyer’s Margin Amount for such Purchased Asset as of the amount date of such Principal Payment multiplied by the Purchase Percentage and payment (ii) such greater amount, such that after giving effect to such payment of the applicable Repurchase Price, the aggregate Repurchase Price of the Portfolio Loans is less than or equal to the Asset Base, as determined by Buyer after giving effect to such paymentPrincipal Payment and application of net sales proceeds, if applicable) and (B) solely with respect to any Hedging Transaction with an Affiliated Hedge Counterparty or Qualified Hedge Counterparty, as applicable, related to such Purchased Asset, to such Affiliated Hedge Counterparty or Qualified Hedge Counterparty, as applicable, an amount equal to any accrued and unpaid breakage costs under such Hedging Transaction related to such Purchased Asset; (ii) second, to Buyer, an amount equal to any other amounts due and owing to Buyer or its Affiliates under any Transaction Document; and (iii) third, to the Seller, any remainder. (e) If Buyer shall have determined that a Margin Deficit shall have occurred and be continuing, but no Event of Default shall have occurred and be continuing, all Income (including, without limitation, any Principal Payments or any other amounts received, without regard to their source) received by the Depository in respect of a Purchased Asset shall be applied by the Depository on the related Remittance Date in the following order of priority: (i) first, pro rata, (A) to Buyer, an amount equal to the Price Differential that has accreted and is outstanding in respect of all of the Purchased Assets as of such Business Day and (B) to any Affiliated Hedge Counterparty or Qualified Hedge Counterparty, as applicable, any amounts then due and payable to such Affiliated Hedge Counterparty or Qualified Hedge Counterparty, as applicable, under any Hedging Transaction related to such Purchased Asset; (ii) second, to Buyer, an amount to reduce the Repurchase Price of such Purchased Asset until the Repurchase Price for such Purchased Asset has been reduced to the Buyer’s Margin Amount as of the date of such payment (as determined by Buyer after giving effect to all Principal Payments and application of net sale proceeds, if any, on such day); (iii) third, to Buyer, an amount equal to any other amounts due and owing to Buyer or its Affiliates under any Transaction Document; and (iv) fourth, during to the Facility Extension PeriodSeller, to Buyer the Extended Repurchase Monthly Amount; (v) fifth, during the Facility Extension Period, to Buyer in respect of the Aggregate Repurchase Price until the Aggregate Repurchase Price for all of the Purchased Loans has been reduced to zero; and (vi) sixth, to remit to Seller the any remainder, if any. If on any Remittance Date, the amounts deposited in the Blocked Account shall be insufficient to make the payments required under clauses (i) through (iv) of this Section 5(b), the same shall constitute an Event of Default hereunder. (cf) If an Event of Default shall have occurred and be continuing, all Income on deposit in (including, without limitation, any Principal Payments or any other amounts received, without regard to their source) received by the Blocked Account Depository in respect of the a Purchased Loans and the associated Hedging Transactions Asset shall be applied by the Depository on the Business Day next following the Business Day on which such funds are deposited in the Blocked Depository Account as followsin the following order of priority: (i) first, pro rata, (A) to Buyer, an amount equal to the Price Differential which that has accrued accreted and is outstanding in respect of all of the Transactions Purchased Assets as of such Business DayDay and (B) to any Affiliated Hedge Counterparty or Qualified Hedge Counterparty, as applicable, any amounts then due and payable to an Affiliated Hedge Counterparty or Qualified Hedge Counterparty, as applicable, under any Hedging Transaction related to such Purchased Asset; (ii) second, to Buyer, all Costs and all other amounts payable by Seller and outstanding hereunder and under the other Transaction Documents (other than on account of the Repurchase Price)Price of such Purchased Asset until the Repurchase Price has been reduced to zero; (iii) third, to Buyer, an amount equal to any other amounts due and owing to Buyer or its Affiliates under any Transaction Document, including, without limitation, (a) the aggregate entire Repurchase Price on all Purchase Assets (regardless of acceleration or otherwise of the Purchased LoansSeller’s obligations), until and (b) all costs of collection associated with the Aggregate Repurchase Price for interpretation and enforcement of Buyer’s rights and remedies under this Agreement and all of the Purchased Loans has been reduced to zeroother Transaction Documents; and (iv) fourth, to the Seller, any remainder. For the remainder. (d) If at any time during avoidance of doubt, the term of any Transaction any Income is distributed to Seller or Seller has otherwise received such Income and has made a payment in respect of such Income to Buyer pursuant to this Section 5, and for any reason such amount is required to be returned by Buyer to an obligor under such Purchased Loan (either before or after the Repurchase Date), Buyer may provide Seller with notice of such required return, and Seller shall pay the amount of such required return to Buyer by 11:00 a.m., New York time, on the Business Day following Seller’s receipt of such notice. (e) Subject to the other provisions hereof, Seller obligations hereunder shall be responsible for all Costs in respect of any Purchased Loans fully recourse to the extent it would be so obligated if the Purchased Loans had not been sold to Buyer. Buyer shall provide Seller with notice of any Costs promptly upon receiving such notice, and Seller shall pay the amount of any Costs to Buyer by 11:00 a.m., New York time, on the later of (i) five (5) Business Days after Buyer has informed Seller that such amount is due under the Purchased Loan Documents and (ii) three (3) Business Days following Seller’s receipt of such notice.

INCOME PAYMENTS AND PRINCIPAL PAYMENTS. Paragraph 5 of the Agreement (“Income Payments”) is hereby deleted and replaced in its entirety by the following provisions of this Section 5: (a) On or before the date hereof, Seller and Buyer shall establish and maintain with the Depository Bank a deposit account owned by, in the name of Seller and under the sole control of Buyer with respect to which the Blocked Account Agreement shall have been executed (such account, together with any replacement or successor thereof, the “Blocked Account”). Seller shall cause all Income with respect to the Purchased Loans or other assets (if cash) cash delivered under Section 4 to be deposited in the Blocked Account no later than Account. In furtherance of the next Business Day following its collection and receipt thereof. Simultaneously with the transfer of any Purchased Loan under Section 3foregoing, Seller shall deliver to each Mortgagor or obligor (or the related collection account bank, as applicable), or the related lead lender or servicer under a Purchased Loan an irrevocable direction letter in form and substance satisfactory to Buyer instructing such Person cause Servicer to remit to the Blocked Account all amounts payable to Seller under Income received in respect of the related Purchased Loan Loans within one (unless such Mortgagor or obligor or related servicer or lender is already remitting payments to the Servicer, whereupon Seller shall direct Servicer to remit all such amounts into the Blocked Account and service such payments in accordance with the Servicing Agreement and the provisions hereof1) and shall provide to Buyer written proof Business Day of such delivery. If a Mortgagor or obligor (or the related collection account bank) or the related lead lender or servicer under a Purchased Loan forwards any Income with respect to such Purchased Loan to Seller rather than directly to the Blocked Account, Seller shall (i) deliver an additional irrevocable direction letter to the applicable Person and cause such Person to forward such amounts directly to the Blocked Account and (ii) hold such amounts in trust for Buyer and immediately deposit in the Blocked Account any such amountsreceipt. All Income in respect of the Portfolio Purchased Loans, which may include payments in respect of associated Hedging Transactions, shall be deposited directly into, or, if applicable, remitted directly from the applicable underlying collection account to, the Blocked Account. (b) So long as no Unless an Event of Default shall have occurred and be continuing, (i) on each Remittance Date, all Income (other than Principal Payments) on deposit in the Blocked Account in respect of the Portfolio Purchased Loans and the associated Hedging Transactions during each Collection Period and (ii) on the next succeeding Business Day following the receipt of any Principal Payments in the Blocked Account in respect of the Purchased Loans, shall be applied by the Buyer on the related Remittance Date as follows: (i) first, to Buyer Buyer, an amount equal to the Price Differential which has accrued and is outstanding in respect of the Transactions as of such Business DayRemittance Date; (ii) second, to Buyer an amount equal to Buyer, all Transaction Costs and all other amounts payable by Seller and outstanding hereunder and under the other Transaction Documents (other than the Repurchase Price); (iii) third, if a Principal Payment in respect of any Purchased Loan has been made during such Collection Period, to Buyer in respect of the Repurchase Price Buyer, an amount equal to the greater of (i) the product of the amount of such Principal Payment multiplied by the Purchase Percentage and (ii) such greater amount, such that after giving effect to such payment of the applicable Repurchase Price, the aggregate Aggregate Repurchase Price of the Portfolio Purchased Loans is less than or equal to the Asset Base, as determined by Buyer after giving effect to such payment;; and (iv) fourth, during the Facility Extension Period, to Buyer the Extended Repurchase Monthly Amount; (v) fifth, during the Facility Extension Period, to Buyer in respect of the Aggregate Repurchase Price until the Aggregate Repurchase Price for all of the Purchased Loans has been reduced to zero; and (vi) sixth, to remit to Seller the remainder, if any. If If, on any Remittance Date, the amounts deposited in the Blocked Account shall be insufficient to make the payments required under clauses (i) through (iviii) of this Section 5(b), and Seller does not otherwise make such payments on such Remittance Date, the same shall constitute an Event of Default hereunder. (c) If an Event of Default shall have occurred and be continuing, all Income on deposit in the Blocked Account in respect of the Purchased Loans and the associated Hedging Transactions shall be applied on the Business Day next following the Business Day on which such funds are deposited in the Blocked Account as follows: (i) first, to Buyer, an amount equal to the Price Differential which has accrued and is outstanding in respect of the Transactions as of such Business Day; (ii) second, to Buyer, all Transaction Costs and all other amounts payable by Seller and outstanding hereunder and under the other Transaction Documents (other than the Repurchase Price); (iii) third, to Buyer, an amount equal to the aggregate Aggregate Repurchase Price of the Purchased Loans, until the Aggregate Repurchase Price for all of the Purchased Loans has been reduced to zero; and (iv) fourth, to Seller, Seller the remainder, if any. (d) If at any time during the term of any Transaction any Income is distributed to Seller with respect to the related Purchased Loan or Seller has otherwise received such Income and has made a payment in respect of such Income to Buyer pursuant to this Section 5, and for any reason such amount is required to be returned by Buyer to an obligor under such Purchased Loan (either before or after the Repurchase Date), Buyer may provide Seller with notice of such required return, and Seller shall pay the amount of such required return to Buyer by 11:00 a.m., New York time, on the Business Day following Seller’s receipt of such notice. (e) Subject to the other provisions hereof, Seller shall be responsible for all Transaction Costs in respect of any Purchased Loans to the extent it would be so obligated if the Purchased Loans had not been sold to Buyer. . (f) All distributions made to Buyer shall provide Seller with notice of any Costs promptly upon receiving such notice, and and/or Seller shall pay be made pursuant to the amount wiring instructions set forth on Annex I hereto or pursuant to such other instructions as Buyer and/or Seller may provide from time to time pursuant to written instructions; provided, however, that no such other written instruction of from Seller shall be effective unless signed by two (2) officer’s of Seller (and neither Buyer nor Servicer shall have any Costs liability for failure to Buyer comply with any written instructions of Seller which are not signed by 11:00 a.m., New York time, on the later two (2) officer’s of (i) five (5) Business Days after Buyer has informed Seller that such amount is due under the Purchased Loan Documents and (ii) three (3) Business Days following Seller’s receipt of such notice).

INCOME PAYMENTS AND PRINCIPAL PAYMENTS. Paragraph 5 of the Agreement (“Income Payments”) is hereby deleted and replaced in its entirety by the following provisions of this Section 5: (a) On or before The Depository Account shall be established at the date hereof, Seller Depository pursuant to the Depository Agreement concurrently with the execution and delivery of this Agreement by Sellers and Buyer. Buyer shall establish have sole dominion and maintain control over the Depository Account, which shall be subject to the Depository Agreement. All Income in respect of the Purchased Assets and any payments made to each Seller in respect of associated Hedging Transactions, as well as any interest received from the reinvestment of such Income, shall be deposited directly by Servicer into the Collection Account in accordance with the Depository Bank a Interim Servicing Agreement (or the related Servicer Notice) and funds on deposit account owned by, in the name Collection Account will then be transferred to Depository by Servicer for deposit into the Depository Account in accordance with the applicable provisions of the Interim Servicing Agreement or the related Servicer Notice and under shall be remitted by the sole control Depository in accordance with the applicable provisions of Articles 5(c) through 5(f) of this Agreement. (b) Immediately upon the sale to Buyer of any Purchased Asset that is serviced primarily by Servicer, the applicable Seller shall deliver to each Mortgagor, issuer of a participation, servicer and trustee with respect to which the Blocked Account Agreement shall have been executed (such accounteach Purchased Asset or borrower under a Purchased Asset an irrevocable direction letter, together with any replacement or successor thereofinstructing, as applicable, the “Blocked Account”)Mortgagor, issuer of a participation, servicer or trustee with respect to such Purchased Asset or borrower to pay all amounts payable under the related Purchased Asset to Servicer pursuant to the Interim Servicing Agreement, for immediate deposit by Servicer into the Collection Account pursuant to the Interim Servicing Agreement. Seller shall cause all Income If a Mortgagor, issuer of a participation, servicer or trustee with respect to the Purchased Loans Asset or other assets (if cash) delivered under Section 4 to be deposited in the Blocked Account no later than the next Business Day following its collection and receipt thereof. Simultaneously with the transfer of any Purchased Loan under Section 3, Seller shall deliver to each Mortgagor or obligor (or the related collection account bank, as applicable), or the related lead lender or servicer under a Purchased Loan an irrevocable direction letter in form and substance satisfactory to Buyer instructing such Person to remit to the Blocked Account all amounts payable to Seller under the related Purchased Loan (unless such Mortgagor or obligor or related servicer or lender is already remitting payments to the Servicer, whereupon Seller shall direct Servicer to remit all such amounts into the Blocked Account and service such payments in accordance with the Servicing Agreement and the provisions hereof) and shall provide to Buyer written proof of such delivery. If a Mortgagor or obligor (or the related collection account bank) or the related lead lender or servicer under a Purchased Loan borrower forwards any Income with respect to a Purchased Asset to such Purchased Loan to Seller or any Affiliate of such Seller rather than directly to Servicer for immediate deposit into the Blocked Collection Account, such Seller shall, or shall cause such Affiliate to, (i) deliver an additional irrevocable direction letter to the applicable Person Mortgagor, issuer of a participation, servicer or trustee with respect to the Purchased Asset or borrower and make other best efforts to cause such Person Mortgagor, issuer of a participation, servicer or trustee with respect to the Purchased Asset or borrower to forward such amounts directly to the Blocked Collection Account and (ii) hold such amounts in trust for Buyer and immediately deposit in the Blocked Collection Account any such amounts. All Funds on deposit in the Collection Account will then be transferred to Depository by Servicer for deposit into the Depository Account in accordance with the applicable provisions of the Interim Servicing Agreement or the related Servicer Notice. (c) So long as no Event of Default or Margin Deficit with respect to the Purchased Asset shall have occurred and be continuing, all Income received by the Depository in respect of the Portfolio Loans, which may include payments in respect of associated Hedging Transactions, Purchased Asset (other than scheduled or unscheduled Principal Payments and net sale proceeds) during each Collection Period shall be deposited directly intoapplied by the Depository on the related Remittance Date in the following order of priority: (i) first, orpro rata, (A) to Buyer, an amount equal to the Price Differential that has accreted and is outstanding as of such Remittance Date and (B) to any Affiliated Hedge Counterparty, any amount then due and payable to an Affiliated Hedge Counterparty under any Hedging Transaction related to a Purchased Asset; (ii) second, to Buyer, an amount equal to any other amounts then due and payable to Buyer or its Affiliates under any Transaction Document; and (iii) third, to the applicable Seller, the remainder, if applicable, remitted directly from the applicable underlying collection account to, the Blocked Accountany. (bd) So long as no Event of Default or Margin Deficit shall have occurred and be continuing, any Principal Payments shall be applied by the Depository on the Business Day following the Business Day on which such funds are deposited in the Depository Account in the following order of priority: (i) first, pro rata, (A) to Buyer, until the Purchase Price for such Purchased Asset has been reduced to the Target Price for such Purchased Asset as of the date of such payment (as determined by Buyer after giving effect to such Principal Payment and application of net sales proceeds, if applicable) and (B) solely with respect to any Hedging Transaction with an Affiliated Hedge Counterparty related to such Purchased Asset, to such Affiliated Hedge Counterparty an amount equal to any accrued and unpaid breakage costs under such Hedging Transaction related to such Purchased Asset; (ii) second, to Buyer, an amount equal to any other amounts due and owing to Buyer or its Affiliates under any Transaction Document; and (iii) third, to the applicable Seller, the remainder of such Principal Payments or net sale proceeds, if applicable. (e) If Buyer shall have determined that a Margin Deficit shall have occurred, but no Event of Default shall have occurred and be continuing, all Income on deposit in (including, without limitation, any Principal Payments or any other amounts received, without regard to their source) received by the Blocked Account Depository in respect of the Portfolio Loans and the associated Hedging Transactions during each Collection Period Purchased Asset shall be applied by the Buyer Depository on the related Remittance Date as followsin the following order of priority: (i) first, pro rata, (A) to Buyer Buyer, an amount equal to the Price Differential which that has accrued accreted and is outstanding in respect of all of the Transactions Purchased Assets as of such Business DayDay and (B) to any Affiliated Hedge Counterparty, any amounts then due and payable to such Affiliated Hedge Counterparty under any Hedging Transaction related to such Purchased Asset; (ii) second, to Buyer Buyer, an amount equal to reduce the Repurchase Price of the Purchased Asset until the Repurchase Price for the Purchased Asset has been reduced to the Buyer’s Margin Amount as of the date of such payment (as determined by Buyer after giving effect to all Costs Principal Payments and other amounts payable by Seller and outstanding hereunder and under the other Transaction Documents (other than the Repurchase Priceapplication of net sale proceeds, if any, on such day); (iii) third, if a Principal Payment in respect of any Purchased Loan has been made during such Collection Periodto Buyer, to Buyer in respect of the Repurchase Price an amount equal to the greater of (i) the product of the amount of such Principal Payment multiplied by the Purchase Percentage any other amounts due and (ii) such greater amount, such that after giving effect owing to such payment of the applicable Repurchase Price, the aggregate Repurchase Price of the Portfolio Loans is less than Buyer or equal to the Asset Base, as determined by Buyer after giving effect to such payment;its Affiliates under any Transaction Document; and (iv) fourth, during to the Facility Extension Periodapplicable Seller, to Buyer the Extended Repurchase Monthly Amount; (v) fifth, during the Facility Extension Period, to Buyer in respect of the Aggregate Repurchase Price until the Aggregate Repurchase Price for all of the Purchased Loans has been reduced to zero; and (vi) sixth, to remit to Seller the any remainder, if any. If on any Remittance Date, the amounts deposited in the Blocked Account shall be insufficient to make the payments required under clauses (i) through (iv) of this Section 5(b), the same shall constitute an Event of Default hereunder. (cf) If an Event of Default shall have occurred and be continuing, all Income on deposit in (including, without limitation, any Principal Payments or any other amounts received, without regard to their source) received by the Blocked Account Depository in respect of the Purchased Loans and the associated Hedging Transactions Asset shall be applied by the Depository on the Business Day next following the Business Day on which such funds are deposited in the Blocked Depository Account as followsin the following order of priority: (i) first, pro rata, (A) to Buyer, an amount equal to the Price Differential which that has accrued accreted and is outstanding in respect of all of the Transactions Purchased Assets as of such Business DayDay and (B) to any Affiliated Hedge Counterparty, any amounts then due and payable to an Affiliated Hedge Counterparty under any Hedging Transaction related to such Purchased Asset; (ii) second, to Buyer, all Costs and all other amounts payable by Seller and outstanding hereunder and under the other Transaction Documents (other than on account of the Repurchase Price)Price of the Purchased Asset until the Repurchase Price has been reduced to zero; (iii) third, to Buyer, an amount equal to the aggregate Repurchase Price of the Purchased Loans, until the Aggregate Repurchase Price for all of the Purchased Loans has been reduced any other amounts due and owing to zeroBuyer or its Affiliates under any Transaction Document; and (iv) fourth, to the applicable Seller, the any remainder. (d) If at any time during the term of any Transaction any Income is distributed to Seller or Seller has otherwise received such Income and has made a payment in respect of such Income to Buyer pursuant to this Section 5, and for any reason such amount is required to be returned by Buyer to an obligor under such Purchased Loan (either before or after the Repurchase Date), Buyer may provide Seller with notice of such required return, and Seller shall pay the amount of such required return to Buyer by 11:00 a.m., New York time, on the Business Day following Seller’s receipt of such notice. (e) Subject to the other provisions hereof, Seller shall be responsible for all Costs in respect of any Purchased Loans to the extent it would be so obligated if the Purchased Loans had not been sold to Buyer. Buyer shall provide Seller with notice of any Costs promptly upon receiving such notice, and Seller shall pay the amount of any Costs to Buyer by 11:00 a.m., New York time, on the later of (i) five (5) Business Days after Buyer has informed Seller that such amount is due under the Purchased Loan Documents and (ii) three (3) Business Days following Seller’s receipt of such notice.

INCOME PAYMENTS AND PRINCIPAL PAYMENTS. Paragraph 5 of the Agreement (“Income Payments”) is hereby deleted and replaced in its entirety by the following provisions of this Section 5: (a) On or before The Cash Management Account shall be established at the date hereof, Depository concurrently with the execution and delivery of this Agreement by Seller and Buyer. Buyer shall establish have sole dominion and maintain with control over the Depository Bank a deposit account owned by, Cash Management Account. All Income in the name respect of and under the sole control of Buyer with respect to which the Blocked Account Agreement shall have been executed (such account, together with any replacement or successor thereof, the “Blocked Account”). Seller shall cause all Income with respect to the Purchased Loans or other assets (if cash) delivered under Section 4 to and any payments in respect of associated Hedging Transactions, as well as any interest received from the reinvestment of such Income, shall be deposited directly into the Cash Management Account and shall be remitted by the Depository in the Blocked Account no later than the next Business Day following its collection and receipt thereof. Simultaneously accordance with the transfer applicable provisions of any Sections 5(d), 5(e), 5(f) and 14(b)(iii) of this Agreement. (b) With respect to each Purchased Loan under Section 3Loan, Seller shall deliver to each Mortgagor Mortgagor, issuer of a participation or obligor (or the related collection account bank, as applicable), or the related lead lender or servicer borrower under a Purchased Loan an irrevocable direction letter (the “Irrevocable Direction Letter”) in the form attached as Exhibit X to this Agreement, with a simultaneous copy to Servicer, instructing the Mortgagor and substance satisfactory Servicer to Buyer instructing such Person to remit to the Blocked Account pay all amounts payable to Seller under the related Purchased Loan (unless such Mortgagor or obligor or related servicer or lender is already remitting payments to the Servicer, whereupon Seller shall direct Servicer to remit all such amounts into the Blocked Cash Management Account and service such payments in accordance with the Servicing Agreement and the provisions hereof) and shall provide to Buyer written proof of such delivery. If a Mortgagor or obligor (or the related collection account bank) or the related lead lender or servicer under a Purchased Loan Servicer forwards any Income with respect to such a Purchased Loan to Seller rather than directly to the Blocked Cash Management Account, Seller shall (i) deliver an additional irrevocable direction letter Irrevocable Direction Letter to the applicable Person Mortgagor, with a simultaneous copy to Servicer, and make other commercially reasonable efforts to cause such Person Mortgagor or Servicer to forward such amounts directly to the Blocked Cash Management Account and (ii) hold such amounts in trust for Buyer and immediately deposit in the Blocked Cash Management Account any such amounts. All Income in respect amounts within one Business Day of the Portfolio Loans, which may include payments in respect of associated Hedging Transactions, shall be deposited directly into, or, if applicable, remitted directly from the applicable underlying collection account to, the Blocked AccountSeller’s receipt thereof. (bc) On each Remittance Date, Seller shall pay to Buyer an amount equal to the Price Differential which has accrued during the related Pricing Rate Period for each Transaction to the extent not previously paid to Buyer. (d) So long as no Event of Default shall have occurred and be continuing, during the Facility Availability Period, all Income on deposit in received by the Blocked Account Depository in respect of the Portfolio Purchased Loans and the associated Hedging Transactions (other than Principal Payments and net sale proceeds) may be remitted by the Depository on the next Business Day to the account of Seller specified in the Blocked Account Agreement (or in accordance with such other direction and instruction of Seller which is reasonably approved by Buyer). (e) So long as no Event of Default shall have occurred and be continuing, during the Facility Availability Period, all Principal Payments in respect of each Collection Purchased Loan (whether scheduled or unscheduled) received by the Depository shall be paid, pursuant to the withdrawal instructions of Seller that have been approved by Buyer after Buyer and Seller have reconciled the amount of any partial Principal Payment, to Buyer on the next Remittance Date and, in each instance, applied as follows: (i) first, toward the reduction of the outstanding Purchase Price of such Purchased Loan to the extent necessary to cause the outstanding Purchase Price with respect to such Purchased Loan to equal the product of the related Market Value and the applicable Purchase Price Percentage (or with respect to any Principal Payment in full, in the amount necessary to reduce the outstanding Purchase Price of such Purchased Loan to zero) and (ii) second, to the extent necessary to cause the outstanding Purchase Price with respect to each other Purchased Loan to equal the product of the related Market Value and the applicable Purchase Price Percentage. Any Principal Payments received by the Depository and not paid to Buyer pursuant to the preceding sentence on each Remittance Date during the Facility Availability Period shall be applied remitted promptly to Seller. (f) Following the end of the Facility Availability Period (so long as no Event of Default shall have occurred and be continuing), all Income received by the Buyer Depository in respect of the Purchased Loans and the associated Hedging Transactions shall be applied, pursuant to the withdrawal instructions of Seller that have been approved by Buyer, by the Depository on the related each Remittance Date as follows:follows (subject to the following sentence): (i) first, to the Depository and Custodian an amount equal to the depository and custodial fees due and payable; (ii) second, to Buyer an amount equal to its out-of-pocket costs and expenses and any other amounts due and payable under this Agreement; (iii) third, to Buyer an amount equal to the Price Differential which has accrued and is outstanding in respect of all of the Transactions Purchased Loans as of such Business Day; (ii) second, to Buyer an amount equal to all Costs and other amounts payable by Seller and outstanding hereunder and under the other Transaction Documents (other than the Repurchase Price); (iii) third, if a Principal Payment in respect of any Purchased Loan has been made during such Collection Period, to Buyer in respect of the Repurchase Price an amount equal to the greater of (i) the product of the amount of such Principal Payment multiplied by the Purchase Percentage and (ii) such greater amount, such that after giving effect to such payment of the applicable Repurchase Price, the aggregate Repurchase Price of the Portfolio Loans is less than or equal to the Asset Base, as determined by Buyer after giving effect to such payment; (iv) fourth, during the Facility Extension Period, to make a payment to Buyer in reduction of the Extended Repurchase Monthly Amountoutstanding Purchase Price of the Purchased Loans, such payment to be allocated amongst the Purchased Loans on a pro rata basis based upon outstanding Purchase Price of each Purchased Loan; (v) fifth, during to pay, the Facility Extension Periodamount, to Buyer if any, payable by Seller in respect the event any Hedging Transaction is being terminated as of the Aggregate Repurchase Price until the Aggregate Repurchase Price for all of the Purchased Loans has been reduced to zerosuch date; and (vi) sixth, to remit to Seller the remaindersurplus, if any, to Seller. If on any Remittance Date, the amounts deposited Notwithstanding anything in the Blocked Account shall be insufficient to make the payments required under clauses (i) through (ivSection 5(f) of this Section 5(b)Agreement to the contrary, prior to the same application of funds pursuant to such Section, Seller shall constitute an Event be entitled upon written request to Buyer to receive the amount of Default hereunderfunds, if any, as may be required by applicable law to be distributed for Guarantor to maintain its status as a “real estate investment trust” for tax purposes and to avoid other adverse tax consequences to Guarantor and/or its shareholders related to the status of Guarantor as a “real estate investment trust” for tax purposes; provided, that such distribution shall be subject to the condition precedent (which Seller shall be required to demonstrate to the satisfaction of Buyer in its sole discretion) that Guarantor has exhausted all other sources of cash flow and income, whether in the form of equity or debt, prior to such request being made to Buyer. (cg) If an Event of Default shall have occurred and be continuing, all Income on deposit in received by the Blocked Account Depository in respect of the Purchased Loans and the associated Hedging Transactions shall be applied applied, upon the direction and instruction of Buyer, by the Depository on the Business Day next following the Business Day on which such funds are deposited in the Blocked Cash Management Account as follows: (i) first, to Buyerthe Depository and Custodian an amount equal to the depository and custodial fees due and payable; (ii) second, to Buyer an amount equal to its out-of-pocket costs and expenses and any other amounts due and payable under this Agreement; (iii) third, to Buyer an amount equal to the Price Differential which has accrued and is outstanding in respect of all of the Transactions Purchased Loans as of such Business Day; (iiiv) secondfourth, to Buyer, all Costs and all other amounts payable by Seller and make a payment to Buyer in reduction of the outstanding hereunder and under the other Transaction Documents (other than the Repurchase Price); (iii) third, to Buyer, an amount equal to the aggregate Repurchase Purchase Price of the Purchased Loans, such payment to be allocated amongst the Purchased Loans as determined by Buyer in its sole discretion, until the Aggregate Repurchase outstanding Purchase Price for all of the Purchased Loans has been reduced to zero; (v) fifth, to pay, the amount, if any, payable by Seller in the event any Hedging Transaction related to such Purchased Loan is being terminated as of such date; and (ivvi) fourthsixth, the surplus, if any, to Seller, the remainderwhoever may be lawfully entitled to receive such surplus. (d) If at any time during the term of any Transaction any Income is distributed to Seller or Seller has otherwise received such Income and has made a payment in respect of such Income to Buyer pursuant to this Section 5, and for any reason such amount is required to be returned by Buyer to an obligor under such Purchased Loan (either before or after the Repurchase Date), Buyer may provide Seller with notice of such required return, and Seller shall pay the amount of such required return to Buyer by 11:00 a.m., New York time, on the Business Day following Seller’s receipt of such notice. (e) Subject to the other provisions hereof, Seller shall be responsible for all Costs in respect of any Purchased Loans to the extent it would be so obligated if the Purchased Loans had not been sold to Buyer. Buyer shall provide Seller with notice of any Costs promptly upon receiving such notice, and Seller shall pay the amount of any Costs to Buyer by 11:00 a.m., New York time, on the later of (i) five (5) Business Days after Buyer has informed Seller that such amount is due under the Purchased Loan Documents and (ii) three (3) Business Days following Seller’s receipt of such notice.

INCOME PAYMENTS AND PRINCIPAL PAYMENTS. Paragraph 5 of the Agreement (“Income Payments”) is hereby deleted and replaced in its entirety by the following provisions of this Section 5: (a) On or before The Cash Management Account shall be established at the date hereof, Depository concurrently with the execution and delivery of this Agreement by Seller and Buyer the Buyers. The Buyers shall establish have sole dominion and maintain control over the Cash Management Account. All Income in respect of the Purchased Assets and any payments in respect of associated Hedging Transactions, as well as any interest received from the reinvestment of such Income, shall be deposited directly into the Cash Management Account and shall be remitted by the Depository in accordance with the Depository Bank a deposit account owned byapplicable provisions of Sections 5(b), in the name 5(c), 5(d), 5(e) and 14(b)(i) of and under the sole control of Buyer with this Agreement. (b) With respect to which the Blocked Account Agreement shall have been executed (such account, together with any replacement or successor thereof, the “Blocked Account”). Seller shall cause all Income with respect to the each Purchased Loans or other assets (if cash) delivered under Section 4 to be deposited in the Blocked Account no later than the next Business Day following its collection and receipt thereof. Simultaneously with the transfer of any Purchased Loan under Section 3Loan, Seller shall deliver to each Mortgagor Mortgagor, issuer of a participation or obligor (or the related collection account bank, as applicable), or the related lead lender or servicer borrower under a Purchased Loan an irrevocable direction letter in the form and substance satisfactory attached as Exhibit III to Buyer this Agreement instructing such Person the Mortgagor, issuer of a participation or borrower to remit to the Blocked Account pay all amounts payable to Seller under the related Purchased Loan (unless such Mortgagor or obligor or related servicer or lender is already remitting payments to the Servicer, whereupon Seller shall direct Servicer to remit all such amounts into the Blocked Cash Management Account and service such payments in accordance with the Servicing Agreement and the provisions hereof) and shall provide to Loan Buyer written proof of such delivery. If a Mortgagor Mortgagor, issuer of a participation or obligor (or the related collection account bank) or the related lead lender or servicer under a Purchased Loan borrower forwards any Income with respect to such a Purchased Loan to Seller rather than directly to the Blocked Cash Management Account, Seller shall (i) deliver an additional irrevocable direction letter to the applicable Person Mortgagor, issuer of a participation or borrower and make other commercially reasonable efforts to cause such Person Mortgagor, issuer of a participation or borrower to forward such amounts directly to the Blocked Cash Management Account and (ii) hold such amounts in trust for Buyer and immediately deposit in the Blocked Cash Management Account any such amounts. All Income in respect of the Portfolio Loans, which may include payments in respect of associated Hedging Transactions, shall be deposited directly into, or, if applicable, remitted directly from the applicable underlying collection account to, the Blocked Account. (bc) So long as no Event of Default (other than with respect to a Buyer) shall have occurred and be continuing, all Income on deposit in received by the Blocked Account Depository in respect of the Portfolio Purchased Assets (other than Principal Payments) during each Collection Period shall be remitted on a daily basis to the Seller. On each Remittance Date, Seller shall pay to the Buyers an amount equal to the Price Differential which has accrued and is unpaid as of such Remittance Date. (d) So long as no Event of Default (other than with respect to a Buyer) shall have occurred and be continuing, any Principal Payment (other than a Principal Payment representing a scheduled amortization payment) received by the Depository with respect to a Purchased Loan or Purchased Security shall be applied by not later than the Business Day following the Business Day on which such Principal Payment is received by the Depository to make a payment to the related Buyer on account of the Repurchase Price of the Purchased Securities or Purchased Loans in respect of which such Principal Payment has been received, until the Repurchase Price for such Purchased Securities or Purchased Loans has been reduced to the Target Price (or to zero in the case of any Principal Payments in full) for such Purchased Securities or Purchased Loans, respectively as of the date of such payment (as determined by such Buyer in its good faith business judgment after giving effect to such Principal Payment). In addition to such application of the Principal Payment, Seller shall pay to the Buyers an amount equal to the Price Differential which has accrued and is unpaid with respect to the associated Hedging Transactions amount of such Principal Payment on the Business Day on which such Principal Payment is applied as described above. So long as no Event of Default (other than with respect to a Buyer) shall have occurred and be continuing, any Principal Payment representing a scheduled amortization payment which is a portion of the Income received by the Depository during each Collection Period shall be applied by the Buyer Depository on the related Remittance Date in the following order of priority: (i) first, to make a payment to the related Buyer on account of the Repurchase Price of the Purchased Securities or Purchased Loans in respect of which such Principal Payment has been received, until the Repurchase Price for such Purchased Securities or Purchased Loans has been reduced to the Target Price (or to zero in the case of any Principal Payments in full) for such Purchased Securities or Purchased Loans, respectively as of the date of such payment (as determined by such Buyer in its good faith business judgment after giving effect to such Principal Payment); (ii) second, to make a payment on account of the Repurchase Price of any other Purchased Securities or Purchased Loans of the related Buyer as to which the Repurchase Price exceeds the Target Price (for this purpose, making such payment in the order of those Purchased Securities or Purchased Loans with the largest to smallest excess of Repurchase Price over Target Price), until the aggregate Repurchase Price for all of such Purchased Securities or Purchased Loans has been reduced to the aggregate Target Price for all of the Purchased Securities or Purchased Loans, respectively as of the date of such payment (as determined by such Buyer in its good faith business judgment after giving effect to such Principal Payment) and application of net sale proceeds; and (iii) third, to remit to Seller the remainder of such Principal Payment or net sale proceeds. (e) If an Event of Default (other than with respect to a Buyer) shall have occurred and be continuing, all Income received by the Depository in respect of the Purchased Assets and the associated Hedging Transactions shall be applied by the Depository on the Business Day next following the Business Day on which such funds are deposited in the Cash Management Account as follows: (i) first, to remit to the applicable Buyer an amount equal to the Price Differential which has accrued and is outstanding in respect of either all of the Transactions Purchased Loans or all of the Purchased Securities as of such Business Day; (ii) second, to make a payment to applicable Buyer an amount equal to all Costs and other amounts payable by Seller and outstanding hereunder and under the other Transaction Documents (other than the Repurchase Price); (iii) third, if a Principal Payment in respect of any Purchased Loan has been made during such Collection Period, to Buyer in respect on account of the Repurchase Price an amount equal to the greater of (i) the product of the amount of such Principal Payment multiplied by the Purchase Percentage and (ii) such greater amount, such that after giving effect to such payment of the applicable Repurchase Price, the aggregate Repurchase Price of the Portfolio Purchased Loans is less than or equal to the Asset Base, as determined by Buyer after giving effect to such payment; (iv) fourth, during the Facility Extension Period, to Buyer the Extended Repurchase Monthly Amount; (v) fifth, during the Facility Extension Period, to Buyer in respect of the Aggregate Repurchase Price Purchased Securities until the Aggregate Repurchase Price for all of the Purchased Loans or Purchased Securities has been reduced to zero; and (viiii) sixththird, to remit to Seller the remainder, if any. If on any Remittance Date, the amounts deposited in the Blocked Account shall be insufficient to make the payments required under clauses (i) through (iv) of this Section 5(b), the same shall constitute an Event of Default hereunder. (c) If an Event of Default shall have occurred and be continuing, all Income on deposit in the Blocked Account in respect of the Purchased Loans and the associated Hedging Transactions shall be applied on the Business Day next following the Business Day on which such funds are deposited in the Blocked Account as follows: (i) first, to Buyer, an amount equal to the Price Differential which has accrued and is outstanding in respect of the Transactions as of such Business Day; (ii) second, to Buyer, all Costs and all other amounts payable by Seller and outstanding hereunder and under the other Transaction Documents (other than the Repurchase Price); (iii) third, to Buyer, an amount equal to the aggregate Repurchase Price of the Purchased Loans, until the Aggregate Repurchase Price for all of the Purchased Loans has been reduced to zero; and (iv) fourth, to Seller, the remainder. (d) If at any time during the term of any Transaction any Income is distributed to Seller or Seller has otherwise received such Income and has made a payment in respect of such Income to Buyer pursuant to this Section 5, and for any reason such amount is required to be returned by Buyer to an obligor under such Purchased Loan (either before or after the Repurchase Date), Buyer may provide Seller with notice of such required return, and Seller shall pay the amount of such required return to Buyer by 11:00 a.m., New York time, on the Business Day following Seller’s receipt of such notice. (e) Subject to the other provisions hereof, Seller shall be responsible for all Costs in respect of any Purchased Loans to the extent it would be so obligated if the Purchased Loans had not been sold to Buyer. Buyer shall provide Seller with notice of any Costs promptly upon receiving such notice, and Seller shall pay the amount of any Costs to Buyer by 11:00 a.m., New York time, on the later of (i) five (5) Business Days after Buyer has informed Seller that such amount is due under the Purchased Loan Documents and (ii) three (3) Business Days following Seller’s receipt of such notice.

INCOME PAYMENTS AND PRINCIPAL PAYMENTS. Paragraph 5 of the Agreement (“Income Payments”) is hereby deleted and replaced in its entirety by the following provisions of this Section 5: (a) On or before The Cash Management Account shall be established at the date hereof, Depository concurrently with the execution and delivery of this Agreement by Seller and Buyer. Buyer shall establish have sole dominion and maintain with control over the Depository Bank a deposit account owned by, Cash Management Account. All Income in the name respect of and under the sole control of Buyer with respect to which the Blocked Account Agreement shall have been executed (such account, together with any replacement or successor thereof, the “Blocked Account”). Seller shall cause all Income with respect to the Purchased Loans or other assets (if cash) delivered under Section 4 to and any payments in respect of associated Hedging Transactions, as well as any interest received from the reinvestment of such Income, shall be deposited directly into the Cash Management Account and shall be remitted by the Depository in the Blocked Account no later than the next Business Day following its collection and receipt thereof. Simultaneously accordance with the transfer applicable provisions of any Sections 5(d), 5(e), 5(f) and 14(b)(iii) of this Agreement. (b) With respect to each Purchased Loan under Section 3Loan, Seller shall deliver to each Mortgagor Mortgagor, issuer of a participation or obligor (or the related collection account bank, as applicable), or the related lead lender or servicer borrower under a Purchased Loan an irrevocable direction letter (the “Irrevocable Direction Letter”) in the form and substance satisfactory attached as Exhibit IX to Buyer this Agreement instructing such Person the Mortgagor, issuer of a participation or borrower to remit to the Blocked Account pay all amounts payable to Seller under the related Purchased Loan (unless such Mortgagor or obligor or related servicer or lender is already remitting payments to the Servicer, whereupon Seller shall direct Servicer to remit all such amounts into the Blocked Cash Management Account and service such payments in accordance with the Servicing Agreement and the provisions hereof) and shall provide to Buyer written proof of such delivery. If a Mortgagor Mortgagor, issuer of a participation or obligor (or the related collection account bank) or the related lead lender or servicer under a Purchased Loan borrower forwards any Income with respect to such a Purchased Loan to Seller rather than directly to the Blocked Cash Management Account, Seller shall shall (i) deliver an additional irrevocable direction letter Irrevocable Direction Letter to the applicable Person Mortgagor, issuer of a participation or borrower and make other commercially reasonable efforts to cause such Person Mortgagor, issuer of a participation or borrower to forward such amounts directly to the Blocked Cash Management Account and (ii) hold such amounts in trust for Buyer and immediately deposit in the Blocked Cash Management Account any such amounts. All Income in respect amounts within two (2) Business Days of the Portfolio Loans, which may include payments in respect of associated Hedging Transactions, shall be deposited directly into, or, if applicable, remitted directly from the applicable underlying collection account to, the Blocked AccountSeller’s receipt thereof. (bc) On each Remittance Date, Seller shall pay to Buyer an amount equal to the Price Differential which has accrued during the related Pricing Rate Period for the related Transaction to the extent not previously paid to Buyer. (d) So long as no Event of Default shall have occurred and be continuing, all Income on deposit in received by the Blocked Account Depository in respect of the Portfolio Purchased Loans and the associated Hedging Transactions (other than Principal Payments and net sale proceeds) and any deposits to reserve accounts made pursuant to the terms of the Purchased Loan Documents during each Collection Period shall be remitted by the Depository on the next Business Day to the account of Seller specified in the Confirmation. (e) So long as no Event of Default shall have occurred and be continuing, (i) all partial Principal Payments in respect of each Purchased Loan (whether scheduled or unscheduled) received by the Depository during each Collection Period shall be paid to Buyer on the next Remittance Date and applied toward the reduction of the Purchase Price of each Purchased Loan until such Purchase Price has been reduced to zero and (ii) any Principal Payment of such Purchased Loan in full (whether scheduled or unscheduled) received by the Depository during each Collection Period shall be paid to Buyer on the next Remittance Date first in the amount necessary to reduce the Purchase Price of such Purchased Loan to zero and then to the extent necessary to cause the Purchase Price with respect to each other Purchased Loan to equal the product of the related Market Value and the applicable Purchase Percentage. Any Principal Payments not paid to Buyer pursuant to the preceding sentence on each Remittance Date shall be remitted to Seller. (f) If an Event of Default shall have occurred and be continuing, all Income received by the Depository in respect of the Purchased Loans and the associated Hedging Transactions shall be applied by the Buyer Depository on the related Remittance Date Business Day next following the Business Day on which such funds are deposited in the Cash Management Account as follows: (i) first, to the Depository and Custodian an amount equal to the depository and custodial fees due and payable; (ii) second, to Buyer an amount equal to its out-of-pocket costs and expenses and any other amounts due and payable under this Agreement; (iii) third, to Buyer an amount equal to the Price Differential which has accrued and is outstanding in respect of all of the Transactions Purchased Loans as of such Business Day; (iiiv) secondfourth, to Buyer an amount equal to all Costs and other amounts payable by Seller and outstanding hereunder and under the other Transaction Documents (other than the Repurchase Price); (iii) third, if make a Principal Payment in respect of any Purchased Loan has been made during such Collection Period, payment to Buyer in respect reduction of the Repurchase Price an amount equal to the greater of (i) the product of the amount of such Principal Payment multiplied by the Purchase Percentage and (ii) such greater amountPurchased Loans, such that after giving effect payment to such payment of be allocated amongst the applicable Repurchase Price, the aggregate Repurchase Price of the Portfolio Purchased Loans is less than or equal to the Asset Base, as determined by Buyer after giving effect to such payment; (iv) fourthin its sole discretion, during the Facility Extension Period, to Buyer the Extended Repurchase Monthly Amount; (v) fifth, during the Facility Extension Period, to Buyer in respect of the Aggregate Repurchase Price until the Aggregate Repurchase Price for all of the Purchased Loans has been reduced to zero; (v) fifth, to pay, the amount, if any, payable by Seller in the event any Hedging Transaction related to such Purchased Loan is being terminated as of such date; and (vi) sixth, to remit to Seller the remaindersurplus, if any. If on any Remittance Date, the amounts deposited in the Blocked Account shall be insufficient to make the payments required under clauses (i) through (iv) of this Section 5(b), the same shall constitute an Event of Default hereunder. (c) If an Event of Default shall have occurred and be continuing, all Income on deposit in the Blocked Account in respect of the Purchased Loans and the associated Hedging Transactions shall be applied on the Business Day next following the Business Day on which such funds are deposited in the Blocked Account as follows: (i) first, to Buyer, an amount equal whoever may be lawfully entitled to the Price Differential which has accrued and is outstanding in respect of the Transactions as of receive such Business Day; (ii) second, to Buyer, all Costs and all other amounts payable by Seller and outstanding hereunder and under the other Transaction Documents (other than the Repurchase Price); (iii) third, to Buyer, an amount equal to the aggregate Repurchase Price of the Purchased Loans, until the Aggregate Repurchase Price for all of the Purchased Loans has been reduced to zero; and (iv) fourth, to Seller, the remaindersurplus. (d) If at any time during the term of any Transaction any Income is distributed to Seller or Seller has otherwise received such Income and has made a payment in respect of such Income to Buyer pursuant to this Section 5, and for any reason such amount is required to be returned by Buyer to an obligor under such Purchased Loan (either before or after the Repurchase Date), Buyer may provide Seller with notice of such required return, and Seller shall pay the amount of such required return to Buyer by 11:00 a.m., New York time, on the Business Day following Seller’s receipt of such notice. (e) Subject to the other provisions hereof, Seller shall be responsible for all Costs in respect of any Purchased Loans to the extent it would be so obligated if the Purchased Loans had not been sold to Buyer. Buyer shall provide Seller with notice of any Costs promptly upon receiving such notice, and Seller shall pay the amount of any Costs to Buyer by 11:00 a.m., New York time, on the later of (i) five (5) Business Days after Buyer has informed Seller that such amount is due under the Purchased Loan Documents and (ii) three (3) Business Days following Seller’s receipt of such notice.

INCOME PAYMENTS AND PRINCIPAL PAYMENTS. Paragraph 5 of the Agreement (“Income Payments”) is hereby deleted and replaced in its entirety by the following provisions of this Section 5: (a) On or before each Remittance Date, each Seller shall be obligated to pay to Buyer (to the extent not paid on such date through the distributions required pursuant to Sections 5(c), (d) and (e) hereof) the accrued but unpaid Price Differential for each Transaction due as of such ​ ​ Remittance Date (along with any other amounts then due and payable), Seller and by wire transfer in immediately available funds. A Cash Management Account shall be established by Sellers at the Depository. Buyer shall establish have sole dominion and maintain with control over the Depository Bank a deposit account owned by, Cash Management Account. All Available Income in the name respect of and under the sole control of Buyer with respect to which the Blocked Account Agreement shall have been executed (such account, together with any replacement or successor thereof, the “Blocked Account”). Seller shall cause all Income with respect to the Purchased Loans or other assets (if cash) delivered under Section 4 to shall be deposited in by the Blocked Account no later than the next Business Day following its collection and receipt thereof. Simultaneously with the transfer of any Purchased Loan under Section 3, Seller shall deliver to each Mortgagor or obligor (Sellers or the related collection account bank, as applicable), or applicable Servicer directly into the related lead lender or servicer under a Purchased Loan an irrevocable direction letter in form and substance satisfactory to Buyer instructing such Person to remit to the Blocked Cash Management Account all amounts payable to Seller under the related Purchased Loan (unless such Mortgagor or obligor or related servicer or lender is already remitting payments to the Servicer, whereupon Seller shall direct Servicer to remit all without any further action of Buyer. All such amounts transferred into the Blocked Cash Management Account and service such payments shall be remitted by the Depository in accordance with the Servicing Agreement and the applicable provisions hereofof Sections 5(c), 5(d), 5(e) and 13(b)(iii) of this Agreement. (b) Each Seller shall provide to Buyer written proof cause the Servicer of such delivery. If a Mortgagor or obligor (or the related collection account bank) or the related lead lender or servicer under a each Purchased Loan forwards any to enter into a Servicer Notice and Agreement in the form attached as Exhibit IX to this Agreement, which provides, inter alia, that the Servicer shall deposit all Available Income with respect to such Purchased Loan that is received by Servicer into the Cash Management Account. If a Servicer forwards any Available Income with respect to a Purchased Loan to any Seller or any of their respective Affiliates rather than directly to the Blocked Cash Management Account, such Seller shall (or shall cause such Affiliate to) (i) deliver redeliver an additional irrevocable direction letter executed copy of the Servicer Notice and Agreement to the applicable Person Servicer, and make other commercially reasonable efforts to cause such Person Servicer to forward such amounts directly to the Blocked Account and Cash Management Account, (ii) hold such amounts in trust for the benefit of Buyer and immediately (iii) within two (2) Business Days after receipt thereof deposit in the Blocked Cash Management Account any such amounts. All Income in respect of the Portfolio Loans, which may include payments in respect of associated Hedging Transactions, shall be deposited directly into, or, if applicable, remitted directly from the applicable underlying collection account to, the Blocked Account. (bc) So long as no Event of Default shall have occurred and be continuing, all Available Income on deposit in received by the Blocked Account Depository in respect of the Portfolio Purchased Loans (other than Principal Payments and the associated Hedging Transactions net sale proceeds) during each Collection Period shall be applied by the Buyer Depository on the related Remittance Date as followsin the following order of priority: (i) first, to remit, in each case without duplication, to (a) the Custodian an amount equal to any accrued and unpaid custodial fees and expenses due and payable under the Custodial Agreement, (b) the Depository an amount equal to any accrued and unpaid fees and expenses due and payable under the Controlled Account Agreement and (c) the Paying Agent an amount equal to the Paying Agent Fee and any other accrued and unpaid fees and expenses due and payable hereunder or under the Paying Agent Side Agreement; (ii) second, to remit to the Valuation Agent (a) the amount of any “VA Fee” (as defined in the Valuation Agent Agreement) due to the Valuation Agent pursuant to the Valuation Agent Agreement for the related Collection Period and (b) the amount of any other unpaid fees and expenses due or reimbursable to the Valuation Agent under the Valuation Agent Agreement (including indemnification amounts); (iii) third, to remit to Buyer an amount equal to the aggregate Price Differential which has accrued and is outstanding in respect of all of the Transactions Purchased Loans as of such Business Day; (ii) second, to Buyer an amount equal to all Costs and other amounts payable by Seller and outstanding hereunder and under the other Transaction Documents (other than the Repurchase Price); (iii) third, if a Principal Payment in respect of any Purchased Loan has been made during such Collection Period, to Buyer in respect of the Repurchase Price an amount equal to the greater of (i) the product of the amount of such Principal Payment multiplied by the Purchase Percentage and (ii) such greater amount, such that after giving effect to such payment of the applicable Repurchase Price, the aggregate Repurchase Price of the Portfolio Loans is less than or equal to the Asset Base, as determined by Buyer after giving effect to such paymentRemittance Date; (iv) fourth, during the Facility Extension Period, to make a payment to Buyer the Extended Repurchase Monthly Amount;on account of any Margin Deficit; ​ ​ (v) fifth, during the Facility Extension Period, to remit to Buyer in respect of any Availability Fee then due and any other unpaid fees, costs, expenses, indemnity amounts and any and all other amounts due from Sellers under this Agreement or the Aggregate Repurchase Price until the Aggregate Repurchase Price for all of the Purchased Loans has been reduced to zeroother Transaction Documents; and (vi) sixth, to remit to the applicable Seller the remainder, if any. If . (d) So long as no Event of Default shall have occurred and be continuing, (A) any unscheduled Principal Payment (including net sale proceeds) in respect of a Purchased Loan which is a portion of the Available Income received by the Depository during each Collection Period shall be applied by the Depository on any Remittance Date, the amounts Business Day following the day on which such funds are deposited in the Blocked Cash Management Account and (B) any scheduled Principal Payment shall be insufficient to make applied by the payments required under clauses Depository on the related Remittance Date in the following order of priority: (i) through first, to remit to (a) the Custodian an amount equal to any accrued and unpaid custodial fees and expenses due and payable under the Custodial Agreement, (b) the Depository an amount equal to any accrued and unpaid fees and expenses due and payable under the Controlled Account Agreement and (c) the Paying Agent an amount equal to the Paying Agent Fee and any other accrued and unpaid fees and expenses due and payable hereunder or under the Paying Agent Side Agreement (in each case, to the extent not paid pursuant to Section 5(c)(i) above); (ii) second, to remit to the Valuation Agent (a) the amount of any “VA Fee” (as defined in the Valuation Agent Agreement) due to the Valuation Agent pursuant to the Valuation Agent Agreement for the related Collection Period and (b) the amount of any other unpaid fees and expenses due or reimbursable to the Valuation Agent under the Valuation Agent Agreement (including indemnification amounts) (in each case, to the extent not paid pursuant to Section 5(c)(ii) above); (iii) third, to remit to Buyer an amount equal to the aggregate Price Differential which has accrued and is outstanding in respect of all of the Purchased Loans as of such Remittance Date (to the extent not paid pursuant to Section 5(c)(iii) above); (iv) fourth, to make a payment to Buyer on account of any Margin Deficit (to the extent not paid pursuant to Section 5(c)(iv) above); (v) fifth, to remit to Buyer any Availability Fee then due and any other unpaid fees, costs, expenses, indemnity amounts and any and all other amounts due from Sellers under this Agreement or the other Transaction Documents (to the extent not paid pursuant to Section 5(b5(c)(v) above); (vi) sixth, to make a payment to Buyer on account of the same shall constitute Repurchase Price of each of the Purchased Loans in respect of which such Principal Payment(s) have been received, in an Event amount equal to such Principal Payment(s) multiplied by the respective Allocable Percentages applicable thereto; and ​ (vii) seventh, to remit to the applicable Seller the remainder of Default hereundersuch Principal Payment or net sale proceeds. (ce) If During the Extension Period, or if an Event of Default shall have occurred and be continuing, all Available Income on deposit in (including Principal Payments and net sales proceeds from the Blocked Account sale of any Purchased Loan) received by Buyer or the Depository in respect of the Purchased Loans and the associated Hedging Transactions during each Collection Period shall be applied by Buyer or the Depository on the Business Day next following the Business Day day on which such funds are deposited in the Blocked Cash Management Account as follows: (i) first, to Buyerremit, in each case without duplication, to (a) the Custodian in an amount equal to any accrued and unpaid custodial fees and expenses due and payable under the Custodial Agreement, (b) the Depository in an amount equal to any accrued and unpaid fees and expenses due and payable under the Controlled Account Agreement and (c) the Paying Agent an amount equal to the Paying Agent Fee and any other accrued and unpaid fees and expenses due and payable hereunder or under the Paying Agent Side Agreement; (ii) second, to remit to the Valuation Agent (a) the amount of any “VA Fee” (as defined in the Valuation Agent Agreement) due to the Valuation Agent pursuant to the Valuation Agent Agreement for the related Collection Period and (b) the amount of any other unpaid fees and expenses due or reimbursable to the Valuation Agent under the Valuation Agent Agreement (including indemnification amounts); (iii) third, to remit to Buyer an amount equal to the aggregate Price Differential which has accrued and is outstanding in respect of all of the Transactions Purchased Loans as of such Business Day; (iiiv) secondfourth, to Buyer, all Costs and all other amounts payable by Seller and outstanding hereunder and under the other Transaction Documents (other than the Repurchase Price); (iii) third, make a payment to Buyer, Buyer in an amount equal to (A) the aggregate Repurchase Price of each of the Purchased Loans, Loans until the Aggregate Repurchase Price for all each of the such Purchased Loans has been reduced to zerozero (Buyer may allocate amounts under this Section 5(e)(iv) to the Repurchase Price(s) of one or more of such Purchased Loans in such amounts as Buyer may determine in its sole and absolute discretion); (v) fifth, to remit to Buyer any Availability Fee then due and any other unpaid fees, costs, expenses, indemnity amounts and any and all other amounts due from Sellers under this Agreement or the other Transaction Documents; and (ivvi) fourthsixth, to Seller, remit to the applicable Seller the remainder, if any. (df) If at any time during the term of any Transaction any Income is distributed to Seller or Seller has otherwise received such Income and has made a payment in respect of such Income to Buyer pursuant to this Section 5, and All Underlying Purchased Loan Reserves for any reason Purchased Loan must be held with the applicable Servicer in accordance with Section 28 in segregated accounts held for the benefit of Sellers or otherwise subject to control agreements approved by the Buyer. In the event that no Servicer holds any such amount is required Underlying Purchased Loan Reserves for a Purchased Loan and the applicable Seller would otherwise hold the Underlying Purchased Loan Reserves directly, it shall forward such Underlying Purchased Loan Reserves to the Reserve Account to be returned by Buyer to an obligor under such Purchased held and applied in accordance with the applicable Loan (either before or after the Repurchase Date), Buyer may provide Seller with notice of such required return, and Seller shall pay the amount of such required return to Buyer by 11:00 a.m., New York time, on the Business Day following Seller’s receipt of such noticeDocuments. (e) Subject to the other provisions hereof, Seller shall be responsible for all Costs in respect of any Purchased Loans to the extent it would be so obligated if the Purchased Loans had not been sold to Buyer. Buyer shall provide Seller with notice of any Costs promptly upon receiving such notice, and Seller shall pay the amount of any Costs to Buyer by 11:00 a.m., New York time, on the later of (i) five (5) Business Days after Buyer has informed Seller that such amount is due under the Purchased Loan Documents and (ii) three (3) Business Days following Seller’s receipt of such notice.

INCOME PAYMENTS AND PRINCIPAL PAYMENTS. Paragraph 5 of the Agreement (“Income Payments”) is hereby deleted and replaced in its entirety by the following provisions of this Section 5: (a) On or before the date hereof, The Repo Collection Account shall be established by Seller and at Account Bank. Buyer shall establish have sole dominion and maintain control over the Repo Collection Account. All Income (other than Servicer Income) in respect of the Purchased Assets shall be deposited directly into the Servicer Account within two (2) Business Days of receipt thereof and transferred by the Servicer to the Repo Collection Account on the Servicer Remittance Date. All such amounts transferred into the Repo Collection Account shall be remitted by Account Bank in accordance with the Depository Bank a deposit account owned byapplicable provisions of Sections 5(c), in the name 5(d), and 5(e) of and under the sole control of Buyer with this Agreement. (b) With respect to which the Blocked Account Agreement shall have been executed (such account, together with any replacement or successor thereof, the “Blocked Account”). Seller shall cause all Income with respect to the each Purchased Loans or other assets (if cash) delivered under Section 4 to be deposited in the Blocked Account no later than the next Business Day following its collection and receipt thereof. Simultaneously with the transfer of any Purchased Loan under Section 3Asset, Seller shall deliver, or cause to be delivered to the Custodian, a Redirection Letter. Upon the occurrence of an Event of Default, Buyer may deliver such Redirection Letter to each the Mortgagor or obligor (or the related collection account bank, as applicable), or the related lead lender or servicer under a Purchased Loan an irrevocable direction letter in form and substance satisfactory to Buyer instructing such Person to remit to the Blocked Account all amounts payable to Seller under the related Purchased Loan (unless such Mortgagor or obligor or related servicer or lender is already remitting payments to the Servicer, whereupon Seller shall direct Servicer to remit all such amounts into the Blocked Account and service such payments in accordance with the Servicing Agreement and the provisions hereof) and shall provide to Buyer written proof of such deliveryAsset. If a Mortgagor Mortgagor, servicer, borrower or other obligor (or the related collection account bank) or the related lead lender or servicer under a Purchased Loan forwards any Income (other than Servicer Income) with respect to such a Purchased Loan Asset to Seller or any of its Affiliates rather than directly to a Collection Account or the Blocked Servicer Account, the applicable Servicer or the Repo Collection Account, Seller shall (i) deliver an additional irrevocable direction letter Redirection Letter and make other commercially reasonable efforts to the applicable Person and cause such Person Mortgagor, servicer, borrower or other obligor to forward such amounts directly to the Blocked applicable Servicer or the Servicer Account, a Collection Account and or the Repo Collection Account, (ii) hold such amounts in trust for the benefit of Buyer and immediately (iii) promptly, but in any event within two (2) Business Days, deposit in the Blocked Servicer Account, a Collection Account or the Repo Collection Account any portion of such amounts. All amounts constituting Income in respect of the Portfolio Loans, which may include payments in respect of associated Hedging Transactions, shall be deposited directly into, or, if applicable, remitted directly from the applicable underlying collection account to, the Blocked Account(other than Servicer Income). (bc) So From the Closing Date and until the Funding Expiration Date, so long as no Default or Event of Default shall have occurred and be continuing, all Income in respect of the Purchased Assets received by the applicable Servicer during each Pricing Rate Period and on deposit in the Blocked Repo Collection Account in respect of on the Portfolio Loans and the associated Hedging Transactions during each Collection Period Remittance Date shall be applied by the Buyer Account Bank on the related Remittance Date as followsin the following order of priority: (i) first, to remit to (a) Custodian an amount equal to any accrued and unpaid custodial fees and expenses and (b) Account Bank and Servicer an amount equal to the depository fee and any unpaid Qualified Servicing Expenses (to the extent not retained by Servicer), if any, respectively, due and payable on such Remittance Date; (ii) second, to remit to Buyer an amount equal to the Price Differential which has accrued and is outstanding in respect of the Transactions all Purchased Assets as of such Business DayRemittance Date; (iii) third, solely from Interest Income, to remit to Seller an amount equal to any Permitted REIT Distributions; (iv) fourth, to remit to Buyer an amount equal to any unpaid fees, expenses and indemnity amounts due from Seller under the Program Documents; (v) fifth, to make a payment to Buyer on account of any uncured Purchase Price Margin Deficit; and (vi) sixth, to remit to Seller the remainder, if any, for (a) the purpose of acquiring additional Eligible Assets including payment of associated fees and expenses and (b) equity distributions, in each case as permitted pursuant to the terms of the Program Documents. (d) At any time after the Funding Expiration Date, so long as no Default or Event of Default shall have occurred and be continuing, all Income in respect of the Purchased Assets received by the applicable Servicer during each Pricing Rate Period and on deposit in the Repo Collection Account on the Remittance Date shall be applied by Account Bank on the related Remittance Date in the following order of priority: (i) first, to remit to (a) Custodian an amount equal to any accrued and unpaid custodial fees and expenses and (b) Account Bank and Servicer an amount equal to the depository fee and any unpaid Qualified Servicing Expenses (to the extent not retained by Servicer), if any, respectively, due and payable on such Remittance Date; (ii) second, to remit to Buyer an amount equal to the Price Differential which has accrued and is outstanding in respect of all Costs and other amounts payable by Seller and outstanding hereunder and under the other Transaction Documents (other than the Repurchase Price)Purchased Assets as of such Remittance Date; (iii) third, if a Principal Payment in respect of any Purchased Loan has been made during such Collection Periodsolely from Interest Income, to Buyer in respect of the Repurchase Price remit to Seller an amount equal to any Permitted REIT Distributions; (iv) fourth, to remit to Buyer an amount equal to any unpaid fees, expenses and indemnity amounts due from Seller under the greater Program Documents; (v) fifth, to make a payment to Buyer on account of any uncured Purchase Price Margin Deficit; (ivi) sixth, to remit to Buyer, with respect to any Purchased Asset for which a Principal Payment was received, the product amount of such Principal Payment, to be applied to reduce the outstanding Purchase Price of such Purchased Asset; provided, that with respect to any Purchased Asset for which a Principal Payment was received in excess of the then outstanding Purchase Price for such Purchased Asset, all amounts paid to Buyer that represent the excess of the amount of such Principal Payment multiplied over the outstanding Purchase Price shall be applied by Buyer on a pari passu and pro rata basis to reduce the Purchase Price of the Purchased Assets remaining subject to Transactions; and (vii) seventh, to remit to Seller the remainder, if any. (e) At any time that a Default or Event of Default shall have occurred and be continuing, all Income in respect of the Purchased Assets received by the Purchase Percentage applicable Servicer during each Pricing Rate Period and on deposit in the Repo Collection Account on the Remittance Date shall be applied by Account Bank on the related Remittance Date in the following order of priority: (i) first, to remit to (a) Custodian an amount equal to any accrued and unpaid custodial fees and expenses and (b) Account Bank and Servicer an amount equal to the depository fee and any unpaid Qualified Servicing Expenses (to the extent not retained by such Servicer), if any, respectively, due and payable as of such Remittance Date; (ii) such greater amountsecond, such that after giving effect to such payment of the applicable Repurchase Price, the aggregate Repurchase Price of the Portfolio Loans is less than or remit to Buyer an amount equal to the Asset BasePrice Differential which has accrued and is outstanding in respect of all Purchased Assets as of such Remittance Date; (iii) third, solely from Interest Income and so long as determined by Buyer after giving effect no Event of Default described in Section 14(a)(i), (ii), (iii), (vi), (vii) or (ix) has occurred and is continuing, to such paymentSeller an amount equal to any Permitted REIT Distributions; (iv) fourth, during the Facility Extension Period, to remit to Buyer an amount equal to any unpaid fees, expenses and indemnity amounts due from Seller under the Extended Repurchase Monthly AmountProgram Documents; (v) fifth, during the Facility Extension Period, to make a payment to Buyer in respect on account of the Aggregate Repurchase Price of the Purchased Assets until the Aggregate Repurchase Price for all of the Purchased Loans Assets has been reduced to zero; and (vi) sixth, to remit to Seller the remainder, if any. If on any Remittance Date, the amounts deposited in the Blocked Account shall be insufficient to make the payments required under clauses (i) through (iv) of this Section 5(b), the same shall constitute an Event of Default hereunder. (cf) If an Event of Default shall have occurred All Underlying Purchased Asset Reserves must be held and be continuingapplied by the applicable Servicer in accordance with Section 28 hereof, all Income on deposit in the Blocked Account in respect of the Purchased Loans Servicing Agreement and the associated Hedging Transactions shall be applied on the Business Day next following the Business Day on which such funds are deposited in the Blocked Account as follows: (i) first, to Buyer, an amount equal to the Price Differential which has accrued and is outstanding in respect of the Transactions as of such Business Day; (ii) second, to Buyer, all Costs and all other amounts payable by Seller and outstanding hereunder and under the other Transaction Documents (other than the Repurchase Price); (iii) third, to Buyer, an amount equal to the aggregate Repurchase Price of the applicable Purchased Loans, until the Aggregate Repurchase Price for all of the Purchased Loans has been reduced to zero; and (iv) fourth, to Seller, the remainderAsset Documents. (d) If at any time during the term of any Transaction any Income is distributed to Seller or Seller has otherwise received such Income and has made a payment in respect of such Income to Buyer pursuant to this Section 5, and for any reason such amount is required to be returned by Buyer to an obligor under such Purchased Loan (either before or after the Repurchase Date), Buyer may provide Seller with notice of such required return, and Seller shall pay the amount of such required return to Buyer by 11:00 a.m., New York time, on the Business Day following Seller’s receipt of such notice. (e) Subject to the other provisions hereof, Seller shall be responsible for all Costs in respect of any Purchased Loans to the extent it would be so obligated if the Purchased Loans had not been sold to Buyer. Buyer shall provide Seller with notice of any Costs promptly upon receiving such notice, and Seller shall pay the amount of any Costs to Buyer by 11:00 a.m., New York time, on the later of (i) five (5) Business Days after Buyer has informed Seller that such amount is due under the Purchased Loan Documents and (ii) three (3) Business Days following Seller’s receipt of such notice.

INCOME PAYMENTS AND PRINCIPAL PAYMENTS. Paragraph 5 of 4.1 The Cash Management Account shall be established at the Agreement (“Income Payments”) is hereby deleted Depository concurrently with the execution and replaced in its entirety by the following provisions delivery of this Section 5: (a) On or before the date hereof, Agreement by Seller and Buyer the Buyers. The Cash Management Account shall establish and maintain with the Depository Bank a deposit account owned by, be in the name of the Buyers' designee and under the sole control of Buyer with respect to which the Blocked Account Agreement Buyers, through their designee, shall have been executed (such account, together with any replacement or successor thereof, sole dominion and control over the “Blocked Cash Management Account”). Seller shall cause all Income with in respect to of the Purchased Loans or other assets (if cash) delivered under Section 4 Assets and any payments in respect of associated Hedging Agreements to be deposited directly into the Cash Management Account. Such Income shall be remitted by the Depository in the Blocked Account no later than the next Business Day following its collection and receipt thereof. Simultaneously accordance with the transfer applicable provisions of any Sections 4.2 and 4.3 of this Agreement. 4.2 With respect to each Purchased Loan under Section 3Asset, Seller shall deliver to each Mortgagor Mortgagor, issuer of a participation, borrower under a Purchased Loan, servicer, trustee or obligor other applicable party making payments on such Purchased Asset (or the related collection account bankeach, as applicable), or the related lead lender or servicer under a Purchased Loan “Payor”) an irrevocable direction redirection letter in the form and substance satisfactory attached as Exhibit VIII to Buyer this Agreement instructing such Person Payor to remit pay all Income under such Purchased Asset to the Blocked Cash Management Account all amounts payable to Seller under the related Purchased Loan (unless such Mortgagor or obligor or related servicer or lender is already remitting payments to the Servicer, whereupon Seller shall direct Servicer to remit all such amounts into the Blocked Account and service such payments in accordance with the Servicing Agreement and the provisions hereof) and shall provide to the Buyer written proof of such delivery. If a Mortgagor or obligor (or the related collection account bank) or the related lead lender or servicer under a Purchased Loan Payor forwards any Income with respect to such a Purchased Loan Asset to Seller rather than directly to the Blocked Cash Management Account, Seller shall (i) deliver an additional irrevocable direction letter to the applicable Person such Payor and use its best efforts to cause such Person Payor to forward such amounts directly to the Blocked Cash Management Account and (ii) within one Business Day deposit in the Cash Management Account any such amounts and pending such delivery, hold such amounts in trust for Buyer and immediately deposit in the Blocked Account any such amounts. All Income in respect of the Portfolio Loans, which may include payments in respect of associated Hedging Transactions, shall be deposited directly into, or, if applicable, remitted directly from the applicable underlying collection account to, the Blocked AccountBuyer. (ba) So For so long as no Event of Default shall have occurred and be continuing, all Income on deposit in (other than amounts consisting of unscheduled Principal Payments deposited into the Blocked Cash Management Account in respect of the Portfolio Loans Purchased Assets (expressly excluding any amounts which may from time to time be received by the Depository for the benefit of the holder of any asset which is not a Purchased Asset, including, without limitation, any participation or subparticipation interest that is related to a Purchased Asset but not included in the Purchased Asset acquired by the Buyer hereunder) and the payments under the associated Hedging Transactions Agreements during each Collection Period shall be applied paid by the Buyer Depository on the related Remittance Date as follows: (i) first, to remit payments then due to any Affiliated Hedge Counterparty under the Hedging Agreements, if any; (ii) second, to remit escrow payments that are senior to debt service in the Purchased Asset Documents and are not otherwise deducted from such Income prior to deposit in the Cash Management Account to Servicer, if any; (iii) third, to the Buyers the Allocated Portion of scheduled Principal Payments, if any (for purposes of this Section 4.3(a)(iii), “Allocated Portion” shall mean, with respect to a Principal Payment, the product of (x) the amount of such Principal Payment and (y) the Purchase Percentage; provided, that (A) the Allocated Portion shall not exceed the amount of unpaid Repurchase Price payable by Seller to the Buyer for the applicable Purchased Asset and (B) following the payment of such Allocated Portion, no Margin Deficit exists); (iv) fourth, to remit to the Buyers an amount equal to the Price Differential which has accrued and is outstanding in respect of the Transactions as of such Business Day; (ii) second, to Buyer an amount equal to all Costs and other amounts payable by Seller and outstanding hereunder and under the other Transaction Documents (other than the Repurchase Price); (iii) third, if a Principal Payment in respect of any Purchased Loan has been made during such Collection Period, to Buyer in respect of the Repurchase Price an amount equal to the greater of (i) the product of the amount of such Principal Payment multiplied by the Purchase Percentage and (ii) such greater amount, such that after giving effect to such payment of the applicable Repurchase Price, the aggregate Repurchase Price of the Portfolio Loans is less than or equal to the Asset Base, as determined by Buyer after giving effect to such payment; (iv) fourth, during the Facility Extension Period, to Buyer the Extended Repurchase Monthly AmountRemittance Date; (v) fifth, during to remit to the Facility Extension Period, Buyers any other amounts due and payable to Buyer in respect of the Aggregate Repurchase Price until the Aggregate Repurchase Price for all of the Purchased Loans has been reduced to zero; andBuyers under this Agreement; (vi) sixth, to remit payments then due to Seller any counterparty (other than an Affiliated Hedge Counterparty) under the remainderHedging Agreements, if any. If on ; and (vii) seventh, to Seller any Remittance Date, the amounts deposited in the Blocked Account shall be insufficient to make the payments required under clauses remaining. (ib) through (iv) of this Section 5(b), the same shall constitute an For so long as no Event of Default hereundershall have occurred and be continuing, the Allocated Portion (subject to the proviso in the definition thereof) of any unscheduled Principal Payment made in respect of any Purchased Asset shall be paid by the Depository to the Buyer within one (1) Business Day of receipt thereof to be applied against the Repurchase Price for the applicable Purchased Asset, and the remainder of such unscheduled Principal Payment shall be paid to Seller within two (2) Business Days of receipt thereof. (c) If an Event of Default shall have occurred and be continuing, all Income on deposit in received by the Blocked Account Depository in respect of the Purchased Loans Assets (expressly excluding any amounts which may from time to time be received by the Depository for the benefit of the holder of any asset which is not a Purchased Asset, including, without limitation, any participation or subparticipation interest that is related to a Purchased Asset but not included in the Purchased Asset acquired by the Buyer hereunder) and the associated Hedging Transactions Agreements shall be applied by the Depository on the Business Day next following the Business Day on which such funds are deposited in the Blocked Cash Management Account as follows, each such payment to be allocated in the Buyers' sole discretion among the Purchased Assets: (i) first, to Buyermake a payment to the Buyers on account of any and all costs and expenses, including, but not limited to, attorneys fees and expenses and enforcement costs and any other amounts (other than Repurchase Price) due and payable to the Buyers under the Agreement; (ii) second, to remit to the Buyers an amount equal to the Price Differential which has accrued and is outstanding in respect of all of the Transactions Purchased Assets as of such Business Day; (ii) second, to Buyer, all Costs and all other amounts payable by Seller and outstanding hereunder and under the other Transaction Documents (other than the Repurchase Price); (iii) third, to Buyer, an amount equal make a payment to the aggregate Buyers on account of the Repurchase Price of the all Purchased Loans, Assets until the Aggregate Repurchase Price for all of the Purchased Loans Assets has been reduced to zero; and (iv) fourth, to Sellerremit payments then due to any Affiliated Hedge Counterparty under the Hedging Agreements, if any; (v) fifth, to remit payments then due to any counterparty (other than an Affiliated Hedge Counterparty) under the Hedging Agreements, if any; and (vi) sixth, to remit to Seller the remainder. (d) If at any time during the term of any Transaction any Income is distributed to Seller or Seller has otherwise received such Income and has made a payment in respect of such Income to Buyer pursuant to this Section 5, and for any reason such amount is required to be returned by Buyer to an obligor under such Purchased Loan (either before or after the Repurchase Date), Buyer may provide Seller with notice of such required return, and Seller shall pay the amount of such required return to Buyer by 11:00 a.m., New York time, on the Business Day following Seller’s receipt of such notice. (e) Subject to the other provisions hereof, Seller shall be responsible for all Costs in respect of any Purchased Loans to the extent it would be so obligated if the Purchased Loans had not been sold to Buyer. Buyer shall provide Seller with notice of any Costs promptly upon receiving such notice, and Seller shall pay the amount of any Costs to Buyer by 11:00 a.m., New York time, on the later of (i) five (5) Business Days after Buyer has informed Seller that such amount is due under the Purchased Loan Documents and (ii) three (3) Business Days following Seller’s receipt of such notice.

INCOME PAYMENTS AND PRINCIPAL PAYMENTS. Paragraph 5 of the Agreement (“Income Payments”) is hereby deleted and replaced in its entirety by the following provisions of this Section 5: (a) On or before The Cash Management Account shall be established at the date hereof, Depository concurrently with the execution and delivery of this Agreement by Seller and Buyer. Buyer shall establish have sole dominion and maintain with control over the Depository Bank a deposit account owned by, in the name of and under the sole control of Buyer with respect to which the Blocked Account Agreement shall have been executed (such account, together with any replacement or successor thereof, the “Blocked Cash Management Account”). Seller shall cause all Income with respect to the Purchased Loans or other assets (if cash) delivered under Section 4 to be deposited in the Blocked Account no later than the next Business Day following its collection and receipt thereof. Simultaneously with the transfer of any Purchased Loan under Section 3, Seller shall deliver to each Mortgagor or obligor (or the related collection account bank, as applicable), or the related lead lender or servicer under a Purchased Loan an irrevocable direction letter in form and substance satisfactory to Buyer instructing such Person to remit to the Blocked Account all amounts payable to Seller under the related Purchased Loan (unless such Mortgagor or obligor or related servicer or lender is already remitting payments to the Servicer, whereupon Seller shall direct Servicer to remit all such amounts into the Blocked Account and service such payments in accordance with the Servicing Agreement and the provisions hereof) and shall provide to Buyer written proof of such delivery. If a Mortgagor or obligor (or the related collection account bank) or the related lead lender or servicer under a Purchased Loan forwards any Income with respect to such Purchased Loan to Seller rather than directly to the Blocked Account, Seller shall (i) deliver an additional irrevocable direction letter to the applicable Person and cause such Person to forward such amounts directly to the Blocked Account and (ii) hold such amounts in trust for Buyer and immediately deposit in the Blocked Account any such amounts. All Income in respect of the Portfolio Purchased Loans, which may include as well as any payments in respect of associated Hedging Transactions, shall be deposited directly into, or, if applicable, into the Cash Management Account and shall be remitted directly from by the Depository in accordance with the applicable underlying collection account to, the Blocked Accountprovisions of this Section 5 and Section 14 of this Agreement. (b) So long as no Event of Default shall have occurred and be continuing, and subject to application in accordance with Section 5(d) or Section 5(e) of this Agreement in the event a CF Sweep Condition, Margin Call Deficit or Capital Call Deficit exists, all Income on deposit in (other than Principal Payments) received by the Blocked Account Depository in respect of the Portfolio Purchased Loans and the associated Hedging Transactions during each Collection Period shall be applied by the Buyer Depository on the related Remittance Date as follows: (i) first, to remit to Buyer an amount equal to the Price Differential which has accrued and is outstanding as of such Remittance Date; (ii) second, to remit to Buyer an amount equal to any accrued premium or accrued interest included in the Purchase Price for the Purchased Loans; and (iii) third, to remit to Seller the remainder, if any. (c) So long as no Event of Default shall have occurred and be continuing, any Principal Payment received by the Depository in respect of any Purchased Loan during each Collection Period shall be applied by the Depository on the related Remittance Date in the following order of priority: (i) first, to make a payment to Buyer on account of the Repurchase Price of the Purchased Loan in respect of which such Principal Payment has been received, until the Repurchase Price for such Purchased Loan has been reduced to the Target Prices for such Purchased Loan; (ii) second, if a Capital Call Deficit or Margin Call Deficit exists with respect to any Purchased Loan, to make a payment on account of the Repurchase Price of such Purchased Loan until the Repurchase Price for such Purchased Loan has been reduced to the Target Price for such Purchased Loan; (iii) third, to make a payment on account of the Repurchase Price of any other Purchased Loans as to which the Repurchase Price exceeds the Target Price (for this purpose, making such payment in the order of those Purchased Loans with the largest to smallest excess of Repurchase Price over Target Price), until the Repurchase Price for each of the Purchased Loans has been reduced to the Target Price for such Purchased Loans, respectively as of the date of such payment (as determined by Buyer after giving effect to such payment); and (iv) fourth, as follows: (A) so long as no Event of Default shall have occurred and be continuing and no CF Sweep Condition exists, the remainder of such Principal Payment shall be either (1) if no Hyperamortization Condition exists, remitted to Seller or (2) if a Hyperamortization Condition exists applied to make a payment to Buyer pro rata on account of the Repurchase Price of the Purchased Loans until the Repurchase Price for all of the Purchased Loans; (B) if a CF Sweep Condition shall have occurred, but no Event of Default shall have occurred and be continuing, the remainder of such Principal Payment shall be applied as provided in Section 5(d) of this Agreement below with respect to other Income; and (C) if an Event of Default shall have occurred, the remainder of such Principal Payment shall be applied as provided in Section 5(e) of this Agreement below with respect to other Income. (d) If a CF Sweep Condition exists with respect to one or more Purchased Loans, then until the Repurchase Price for each of such Purchased Loans has been reduced to the Target Price for such Purchased Loans, and so long as no Event of Default shall have occurred and be continuing, all Income (other than Principal Payments, except for the portion of each Principal Payment available for application pursuant to this Section 5(d) under the provisions of Section 5(c)(iv)(B) of this Agreement above) received by the Depository in respect of the Purchased Loans and the associated Hedging Transactions shall be applied by the Depository on the Business Day next following the Business Day on which such funds are deposited in the Cash Management Account as follows: (i) first, to remit to Buyer an amount equal to the Price Differential which has accrued and is outstanding in respect of all of the Transactions Purchased Loans as of such Business Day; (ii) second, if a Capital Call Deficit or Margin Call Deficit exists with respect to Buyer an amount equal any Purchased Loan, to all Costs and other amounts payable by Seller and outstanding hereunder and under the other Transaction Documents (other than make a payment on account of the Repurchase Price);Price of such Purchased Loan until the Repurchase Price for such Purchased Loan has been reduced to the Target Price for such Purchased Loan; and (iii) third, if a Principal Payment in respect of any Purchased Loan has been made during such Collection Period, to Buyer in respect make payments on account of the Repurchase Price an amount equal to the greater of (i) the product each of the amount of such Principal Payment multiplied by the Purchase Percentage and other Purchased Loans as to which a CF Sweep Condition shall have occurred (ii) such greater amountfor this purpose, such that after giving effect to making such payment in the order of those Purchased Loans with the applicable largest to smallest excess of Repurchase Price over Target Price), until the aggregate Repurchase Price for all of such Purchased Loans has been reduced to the aggregate Target Price for all of such Purchased Loans, respectively as of the Portfolio Loans is less than or equal to the Asset Base, date of such payment (as determined by Buyer after giving effect to such payment; (iv) fourth, during the Facility Extension Period, to Buyer the Extended Repurchase Monthly Amount; (v) fifth, during the Facility Extension Period, to Buyer in respect of the Aggregate Repurchase Price until the Aggregate Repurchase Price for all of the Purchased Loans has been reduced to zero; and (vi) sixth, to remit to Seller the remainder, if any. If on any Remittance Date, the amounts deposited in the Blocked Account shall be insufficient to make the payments required under clauses (i) through (iv) of this Section 5(b), the same shall constitute an Event of Default hereunder. (ce) If an Event of Default shall have occurred and be continuing, all Income on deposit in (including all Principal Payments) received by the Blocked Account Depository in respect of the Purchased Loans and the associated Hedging Transactions shall be applied by the Depository on the Business Day next following the Business Day on which such funds are deposited in the Blocked Cash Management Account as follows:follows (provided that Buyer may change the order and manner of any such application from time to time in Buyer’s sole and absolute discretion): (i) first, to Buyerremit to Buyer an amount equal to any and all reasonable out-of-pocket costs and expenses, including, but not limited to, reasonable out-of-pocket attorneys’ fees and expenses and enforcement costs, due and owing by Seller hereunder as of such Business Day; (ii) second, to remit to Buyer an amount equal to the Price Differential which has accrued and is outstanding in respect of all of the Transactions Purchased Loans as of such Business Day; (ii) second, to Buyer, all Costs and all other amounts payable by Seller and outstanding hereunder and under the other Transaction Documents (other than the Repurchase Price); (iii) third, to Buyer, an amount equal make a payment to Buyer pro rata on account of the aggregate Repurchase Price of the Purchased Loans, Loans until the Aggregate Repurchase Price for all of the Purchased Loans has been reduced to zero; and (iv) fourth, to Seller, remit to Seller the remainder. (df) If Buyer is hereby authorized at any time during and from time to time, to the term fullest extent permitted by law, to set off and apply any and all amounts held by Buyer and any other obligations at any time owing to Buyer, or an Affiliate of Buyer to or for the credit or the account of Seller against any Transaction of or all the obligations of Seller now or hereafter existing under this Agreement irrespective of whether or not Buyer shall have made any Income is distributed demand under this Agreement (and without prior notice to Seller) and although such obligations may be unmatured, whereupon such obligations owing by Buyer or its Affiliates to Seller or Seller has otherwise received such Income shall, to the extent (and has made a payment in respect only to the extent) of such Income to set off actually made by Buyer, be discharged. The rights of Buyer pursuant to under this Section 5, are in addition to other rights and for any reason such amount is required to be returned by Buyer to an obligor under such Purchased Loan remedies (either before or after the Repurchase Date), including other rights of setoff) which Buyer may provide Seller with notice of such required return, and Seller shall pay the amount of such required return to Buyer by 11:00 a.m., New York time, on the Business Day following Seller’s receipt of such noticehave. (eg) Subject At the end of each Collection Period and prior to the other provisions hereofRemittance Date for such Collection Period, Seller shall be responsible provide to Buyer a statement and analysis of all Income for all Costs in respect of any such period, indicating the Purchased Loans to which each element of Income relates and the extent it would be so obligated if the amounts constituting interest on each Purchased Loans had not been sold Loan, Principal Payments on each Purchased Loan, Reserve Deposits with respect to Buyer. Buyer shall provide Seller with notice of any Costs promptly upon receiving such notice, and Seller shall pay the amount of any Costs to Buyer by 11:00 a.m., New York time, on the later of (i) five (5) Business Days after Buyer has informed Seller that such amount is due under the each Purchased Loan Documents and (ii) three (3) Business Days following Seller’s receipt of such noticeother Income.

INCOME PAYMENTS AND PRINCIPAL PAYMENTS. Paragraph 5 of 4.1 The Cash Management Account shall be established at the Agreement (“Income Payments”) is hereby deleted Depository concurrently with the execution and replaced in its entirety by the following provisions delivery of this Section 5: (a) On or before the date hereof, Agreement by Seller and Buyer the Buyers. The Cash Management Account shall establish and maintain with the Depository Bank a deposit account owned by, be in the name of the Buyers’ designee and under the sole control of Buyer with respect to which the Blocked Account Agreement Buyers, through their designee, shall have been executed (such account, together with any replacement or successor thereof, sole dominion and control over the “Blocked Cash Management Account”). Seller shall cause all Income with in respect to of the Purchased Loans or other assets (if cash) delivered under Section 4 Assets and any payments in respect of associated Hedging Agreements to be deposited directly into the Cash Management Account. Such Income shall be remitted by the Depository in the Blocked Account no later than the next Business Day following its collection and receipt thereof. Simultaneously accordance with the transfer applicable provisions of any Sections 4.2 and 4.3 of this Agreement. 4.2 With respect to each Purchased Loan under Section 3Asset, Seller shall deliver to each Mortgagor Mortgagor, issuer of a participation, borrower under a Purchased Loan, servicer or obligor trustee in respect of a Purchased Security or other applicable party making payments on such Purchased Asset (or the related collection account bankeach, as applicable), or the related lead lender or servicer under a Purchased Loan “Payor”) an irrevocable direction redirection letter in the form and substance satisfactory attached as Exhibit VIII to Buyer this Agreement instructing such Person Payor to remit pay all Income under such Purchased Asset to the Blocked Cash Management Account all amounts payable to Seller under the related Purchased Loan (unless such Mortgagor or obligor or related servicer or lender is already remitting payments to the Servicer, whereupon Seller shall direct Servicer to remit all such amounts into the Blocked Account and service such payments in accordance with the Servicing Agreement and the provisions hereof) and shall provide to the Buyer written proof of such delivery. If a Mortgagor or obligor (or the related collection account bank) or the related lead lender or servicer under a Purchased Loan Payor forwards any Income with respect to such a Purchased Loan Asset to Seller rather than directly to the Blocked Cash Management Account, Seller shall (i) deliver an additional irrevocable direction letter to the applicable Person such Payor and use its best efforts to cause such Person Payor to forward such amounts directly to the Blocked Cash Management Account and (ii) within one Business Day deposit in the Cash Management Account any such amounts and pending such delivery, hold such amounts in trust for Buyer and immediately deposit in the Blocked Account any such amounts. All Income in respect of the Portfolio Loans, which may include payments in respect of associated Hedging Transactions, shall be deposited directly into, or, if applicable, remitted directly from the applicable underlying collection account to, the Blocked AccountBuyer. (ba) So For so long as no Event of Default shall have occurred and be continuing, all Income on deposit in (other than amounts consisting of unscheduled Principal Payments deposited into the Blocked Cash Management Account in respect of the Portfolio Loans Purchased Assets (expressly excluding any amounts which may from time to time be received by the Depository for the benefit of the holder of any asset which is not a Purchased Asset, including, without limitation, any participation or subparticipation interest that is related to a Purchased Asset but not included in the Purchased Asset acquired by the Buyer hereunder) and the payments under the associated Hedging Transactions Agreements during each Collection Period shall be applied paid by the Buyer Depository on the related Remittance Date as follows: (i) first, to remit payments then due to any Affiliated Hedge Counterparty under the Hedging Agreements, if any; (ii) second, to remit escrow payments that are senior to debt service in the Purchased Asset Documents and are not otherwise deducted from such Income prior to deposit in the Cash Management Account to Servicer, if any; (iii) third, to the Buyers the Allocated Portion of scheduled Principal Payments, if any (for purposes of this Section 4.3(a)(iii), “Allocated Portion” shall mean, with respect to a Principal Payment, the product of (x) the amount of such Principal Payment and (y) the Purchase Percentage; provided, that (A) the Allocated Portion shall not exceed the amount of unpaid Repurchase Price payable by Seller to the Buyer for the applicable Purchased Asset and (B) following the payment of such Allocated Portion, no Margin Deficit exists); (iv) fourth, to remit to the Buyers an amount equal to the Price Differential which has accrued and is outstanding in respect of the Transactions as of such Business Day; (ii) second, to Buyer an amount equal to all Costs and other amounts payable by Seller and outstanding hereunder and under the other Transaction Documents (other than the Repurchase Price); (iii) third, if a Principal Payment in respect of any Purchased Loan has been made during such Collection Period, to Buyer in respect of the Repurchase Price an amount equal to the greater of (i) the product of the amount of such Principal Payment multiplied by the Purchase Percentage and (ii) such greater amount, such that after giving effect to such payment of the applicable Repurchase Price, the aggregate Repurchase Price of the Portfolio Loans is less than or equal to the Asset Base, as determined by Buyer after giving effect to such payment; (iv) fourth, during the Facility Extension Period, to Buyer the Extended Repurchase Monthly AmountRemittance Date; (v) fifth, during to remit to the Facility Extension Period, Buyers any other amounts due and payable to Buyer in respect of the Aggregate Repurchase Price until the Aggregate Repurchase Price for all of the Purchased Loans has been reduced to zero; andBuyers under this Agreement; (vi) sixth, to remit payments then due to Seller any counterparty (other than an Affiliated Hedge Counterparty) under the remainderHedging Agreements, if any. If on ; and (vii) seventh, to Seller any Remittance Date, the amounts deposited in the Blocked Account shall be insufficient to make the payments required under clauses remaining. (ib) through (iv) of this Section 5(b), the same shall constitute an For so long as no Event of Default hereundershall have occurred and be continuing, the Allocated Portion (subject to the proviso in the definition thereof) of any unscheduled Principal Payment made in respect of any Purchased Asset shall be paid by the Depository to the Buyer within one (1) Business Day of receipt thereof to be applied against the Repurchase Price for the applicable Purchased Asset, and the remainder of such unscheduled Principal Payment shall be paid to Seller within two (2) Business Days of receipt thereof. (c) If an Event of Default shall have occurred and be continuing, all Income on deposit in received by the Blocked Account Depository in respect of the Purchased Loans Assets (expressly excluding any amounts which may from time to time be received by the Depository for the benefit of the holder of any asset which is not a Purchased Asset, including, without limitation, any participation or subparticipation interest that is related to a Purchased Asset but not included in the Purchased Asset acquired by the Buyer hereunder) and the associated Hedging Transactions Agreements shall be applied by the Depository on the Business Day next following the Business Day on which such funds are deposited in the Blocked Cash Management Account as follows, each such payment to be allocated in the Buyers’ sole discretion among the Purchased Assets: (i) first, to Buyermake a payment to the Buyers on account of any and all costs and expenses, including, but not limited to, attorneys fees and expenses and enforcement costs and any other amounts (other than Repurchase Price) due and payable to the Buyers under the Agreement; (ii) second, to remit to the Buyers an amount equal to the Price Differential which has accrued and is outstanding in respect of all of the Transactions Purchased Assets as of such Business Day; (ii) second, to Buyer, all Costs and all other amounts payable by Seller and outstanding hereunder and under the other Transaction Documents (other than the Repurchase Price); (iii) third, to Buyer, an amount equal make a payment to the aggregate Buyers on account of the Repurchase Price of the all Purchased Loans, Assets until the Aggregate Repurchase Price for all of the Purchased Loans Assets has been reduced to zero; and (iv) fourth, to Sellerremit payments then due to any Affiliated Hedge Counterparty under the Hedging Agreements, if any; (v) fifth, to remit payments then due to any counterparty (other than an Affiliated Hedge Counterparty) under the Hedging Agreements, if any; and (vi) sixth, to remit to Seller the remainder. (d) If at any time during the term of any Transaction any Income is distributed to Seller or Seller has otherwise received such Income and has made a payment in respect of such Income to Buyer pursuant to this Section 5, and for any reason such amount is required to be returned by Buyer to an obligor under such Purchased Loan (either before or after the Repurchase Date), Buyer may provide Seller with notice of such required return, and Seller shall pay the amount of such required return to Buyer by 11:00 a.m., New York time, on the Business Day following Seller’s receipt of such notice. (e) Subject to the other provisions hereof, Seller shall be responsible for all Costs in respect of any Purchased Loans to the extent it would be so obligated if the Purchased Loans had not been sold to Buyer. Buyer shall provide Seller with notice of any Costs promptly upon receiving such notice, and Seller shall pay the amount of any Costs to Buyer by 11:00 a.m., New York time, on the later of (i) five (5) Business Days after Buyer has informed Seller that such amount is due under the Purchased Loan Documents and (ii) three (3) Business Days following Seller’s receipt of such notice.

INCOME PAYMENTS AND PRINCIPAL PAYMENTS. Paragraph 5 of the Agreement (“Income Payments”) is hereby deleted and replaced in its entirety by the following provisions of this Section 5: (a) On or before the date hereof, Seller and Buyer shall establish and maintain with the Depository Bank a deposit account owned by, in the name of Seller and under the sole control of Buyer with respect to which the Blocked Account Agreement shall have been executed (such account, together with any replacement or successor thereof, the “Blocked Account”). Seller shall cause all Income with respect to the Purchased Loans or other assets (if cash) cash or Cash Equivalents delivered under Section 4 to be deposited in the Blocked Account no later than Account. In furtherance of the next Business Day following its collection and receipt thereof. Simultaneously with the transfer of any Purchased Loan under Section 3foregoing, Seller shall deliver to each Mortgagor or obligor (or the related collection account bank, as applicable), or the related lead lender or servicer under a Purchased Loan an irrevocable direction letter in form and substance satisfactory to Buyer instructing such Person cause Servicer to remit to the Blocked Account all amounts payable to Seller under Income received in respect of the related Purchased Loan Loans within one (unless such Mortgagor or obligor or related servicer or lender is already remitting payments to the Servicer, whereupon Seller shall direct Servicer to remit all such amounts into the Blocked Account and service such payments in accordance with the Servicing Agreement and the provisions hereof1) and shall provide to Buyer written proof Business Day of such delivery. If a Mortgagor or obligor (or the related collection account bank) or the related lead lender or servicer under a Purchased Loan forwards any Income with respect to such Purchased Loan to Seller rather than directly to the Blocked Account, Seller shall (i) deliver an additional irrevocable direction letter to the applicable Person and cause such Person to forward such amounts directly to the Blocked Account and (ii) hold such amounts in trust for Buyer and immediately deposit in the Blocked Account any such amountsreceipt. All Income in respect of the Portfolio Purchased Loans, which may shall include payments in respect of associated Hedging Transactions, shall be deposited directly into, or, if applicable, remitted directly from the applicable underlying collection account to, the Blocked Account. (b) So long as no Unless a Default or an Event of Default shall have occurred and be continuing, on each Remittance Date, all Income on deposit in the Blocked Account in respect of the Portfolio Purchased Loans and the associated Hedging Transactions during each Collection Period shall be applied by the Buyer on the related Remittance Date as follows: (i) first, to Buyer Buyer, an amount equal to the Price Differential which has accrued and is outstanding in respect of the Transactions as of such Business DayRemittance Date; (ii) second, to Buyer an amount equal to Buyer, all Costs and all other amounts payable by Seller and outstanding hereunder and under the other Transaction Documents (other than the Repurchase Price); (iii) third, all amounts payable to Buyer, as a Hedge Counterparty or any Affiliate of Buyer, as a Hedge Counterparty, under any Hedging Transaction; (iv) fourth, if a Principal Payment in respect of any Purchased Loan has been made during such Collection Period, to Buyer in respect of the Repurchase Price Buyer, an amount equal to the greater of (i) the product of the amount of such Principal Payment multiplied by the applicable Purchase Percentage and (ii) such greater amount, such that after giving effect to such payment of the applicable Repurchase Price, the aggregate Aggregate Repurchase Price of the Portfolio Purchased Loans is less than or equal to the Asset Base, as reasonably determined by Buyer after giving effect to such payment; (iv) fourth, during the Facility Extension Period, to Buyer the Extended Repurchase Monthly Amount;; and (v) fifth, during the Facility Extension Period, to Buyer in respect of the Aggregate Repurchase Price until the Aggregate Repurchase Price for all of the Purchased Loans has been reduced to zero; and (vi) sixth, to remit to Seller the remainder, if any. If ; provided that, if any Default has occurred and is continuing on any such Remittance Date, the all amounts deposited otherwise payable to Seller hereunder shall be retained in the Blocked Account until the earlier of (x) the day on which Buyer provides written notice to the Depository Bank that such Default has been cured to satisfaction of Buyer in its sole discretion (which notice Buyer shall be insufficient deliver, with a copy to make the payments required under clauses (i) through (iv) of this Section 5(bSeller, immediately following Buyer’s determination that such Default has been cured), at which time the same Depository Bank shall constitute an Event apply all such amounts pursuant to this priority fifth; and (y) the day that is ten (10) Business Days after the occurrence of Default hereunderthe applicable Default, at which time the Depository Bank shall apply all such amounts pursuant to Section 5(c). (c) If an a Default or Event of Default shall have occurred and be continuing, all Income on deposit in the Blocked Account in respect of the Purchased Loans and the associated Hedging Transactions shall be applied on the Business Day next following the Business Day on which such funds are deposited in the Blocked Account as follows: (i) first, to Buyer, an amount equal to the Price Differential which has accrued and is outstanding in respect of the Transactions as of such Business Day; (ii) second, to Buyer, all Costs and all other amounts payable by Seller and outstanding hereunder and under the other Transaction Documents (other than the Repurchase Price); (iii) third, all amounts payable to Buyer, as a Hedge Counterparty or any Affiliate of Buyer, as a Hedge Counterparty, under any Hedging Transaction; (iv) fourth, to Buyer, an amount equal to the aggregate Aggregate Repurchase Price of the Purchased Loans, until the Aggregate Repurchase Price for all of the Purchased Loans has been reduced to zero; and (ivv) fourthfifth, to Seller, Seller the remainder, if any. (d) If at any time during the term of any Transaction any Income is distributed to Seller with respect to the related Purchased Loan or Seller has otherwise received such Income and has made a payment in respect of such Income to Buyer pursuant to this Section 5, and for any reason such amount is required to be returned by Buyer to an obligor Underlying Obligor under such Purchased Loan (either before or after the Repurchase Date), Buyer may provide Seller with written notice of such required return, and Seller shall pay the amount of such required return to Buyer by 11:00 a.m., New York time, on the Business Day following Seller’s receipt of such notice. (e) Subject to the other provisions hereof, Seller shall be responsible for all Costs in respect of any Purchased Loans to the extent it would be so obligated if the Purchased Loans had not been sold to Buyer. Buyer shall provide Seller with notice of any Costs promptly upon receiving such notice, and Seller shall pay the amount of any Costs to Buyer by 11:00 a.m., New York time, on the later of (i) five (5) Business Days after the date on which Buyer has informed Seller in writing that such amount is due under the Purchased Loan Documents and (ii) three (3) Business Days following Seller’s receipt of such written notice.

INCOME PAYMENTS AND PRINCIPAL PAYMENTS. Paragraph 5 of the Agreement (“Income Payments”) is hereby deleted and replaced in its entirety by the following provisions of this Section 5: (a) On or before the date hereof, Seller and Buyer Administrative Agent, on behalf of Buyers, shall establish and maintain with the Depository Bank a deposit account owned by, in the name of Seller and under the sole control of Buyer Administrative Agent, on behalf of Buyers, with respect to which the Blocked Account Agreement shall have been executed (such account, together with any replacement or successor thereof, the “Blocked Account”). Administrative Agent, on behalf of Buyers, shall have sole dominion and control (including, without limitation, “control” within the meaning of Section 9.01(a) of the UCC) over the Blocked Account. Seller shall cause all Income with respect to the Purchased Loans or other assets (if cash) delivered under Section 4 Assets to be deposited in the Blocked Account no later than Account. In furtherance of the next Business Day following its collection and receipt thereof. Simultaneously with the transfer of any Purchased Loan under Section 3foregoing, Seller shall deliver to each Mortgagor or obligor (or the related collection account bank, as applicable), or the related lead lender or servicer under a Purchased Loan an irrevocable direction letter in form and substance satisfactory to Buyer instructing such Person cause Servicer to remit to the Blocked Account all amounts payable to Seller under Income received in respect of the related Purchased Loan (unless such Mortgagor or obligor or related servicer or lender is already remitting payments to Assets on the Servicer, whereupon Seller shall direct Servicer to remit all such amounts into the Blocked Account and service such payments in accordance with the Servicing Agreement and the provisions hereof) and shall provide to Buyer written proof of such delivery. If a Mortgagor or obligor (or the related collection account bank) or the related lead lender or servicer under a Purchased Loan forwards any Income with respect to such Purchased Loan to Seller rather than directly to the Blocked Account, Seller shall (i) deliver an additional irrevocable direction letter to the applicable Person and cause such Person to forward such amounts directly to the Blocked Account and (ii) hold such amounts in trust date specified for Buyer and immediately deposit remittances as set forth in the Blocked Account any such amountsServicer Acknowledgment. All Income in respect of the Portfolio LoansPurchased Assets, which may include payments in respect of associated Hedging Transactions, shall be deposited directly into, or, if applicable, remitted directly from the applicable underlying collection account to, the Blocked Account. (b) So long as no Unless an Event of Default shall have occurred and be continuing, on each Remittance Date, all Income on deposit in the Blocked Account in respect of the Portfolio Loans Purchased Assets and the associated Hedging Transactions during each Collection Period shall be applied by the Buyer on the related Remittance Date as follows: (i) first, to Buyer Administrative Agent, on behalf of Buyers, an amount equal to the Price Differential which has accrued and is outstanding in respect of the Transactions as of such Business DayRemittance Date; (ii) second, to Buyer an amount equal to all Administrative Agent, on behalf of Buyers, any accrued and unpaid Transaction Costs and all other amounts payable by Seller and outstanding hereunder and under the other Transaction Documents (other than the Repurchase Price); (iii) third, if a Principal Payment in respect of any Purchased Loan Asset has been made during such the related Collection Period, to Buyer in respect Administrative Agent, on behalf of the Repurchase Price Buyers, an amount equal to the greater of (i) the product of the amount of such Principal Payment Payment, multiplied by the applicable Purchase Percentage and (ii) such greater amount, such that after giving effect to such payment of the applicable Repurchase Price, the aggregate Repurchase Price of the Portfolio Loans is less than or equal to the Asset Base, as determined by Buyer after giving effect to such paymentPercentage; (iv) fourth, during the Facility Extension Periodif a Margin Deficit shall exist with respect to one or more Purchased Assets, to Buyer Administrative Agent, on behalf of Buyers, an amount such that, after giving effect to such payment, the Extended Repurchase Monthly Amount;aggregate Purchase Price of such Purchased Assets is equal to the aggregate Asset Base Components of such Purchased Assets, as determined by Administrative Agent, on behalf of Buyers, after giving effect to such payment to the extent of remaining funds in the Blocked Account; and (v) fifth, during the Facility Extension Periodto Seller, to Buyer in respect of the Aggregate Repurchase Price until the Aggregate Repurchase Price for all of the Purchased Loans has been reduced to zero; and (vi) sixth, to remit to Seller the remainder, if any. If If, on any Remittance Date, the amounts deposited in the Blocked Account shall be insufficient to make the payments required under clauses (i) through (iviii) above of this Section 5(b), and Seller does not otherwise make such payments on such Remittance Date, the same shall constitute an Event of Default hereunder. (c) Unless an Event of Default shall have occurred and be continuing, any unscheduled Principal Payment (including net sale proceeds) in respect of any Purchased Asset for which the Income thereof has been received by the Depository Bank during any Collection Period shall be applied, no later than two (2) Business Days after receipt of notice from Seller of its request to apply such payment in accordance with this subsection (c), as follows: (i) first, to Administrative Agent, on behalf of Buyers, an amount equal to the product of the amount of such Principal Payment multiplied by the Purchase Percentage; (ii) second, if a Margin Deficit shall exist with respect to one or more Purchased Assets, to Administrative Agent, on behalf of Buyers, to the extent of Income available after the payment made in accordance with Section 5(c)(i) above, an amount equal to the aggregate Margin Deficit until paid in full; and (iii) third, to Seller the remainder, if any. (d) If an Event of Default shall have occurred and be continuing, all Income on deposit in the Blocked Account in respect of the Purchased Loans Assets and the associated Hedging Transactions shall be applied as determined in Administrative Agent, on the Business Day next following the Business Day on which such funds are deposited behalf of Buyers, acting in the Blocked Account as follows: (i) first, its sole discretion exercised in good faith pursuant to Buyer, an amount equal to the Price Differential which has accrued and is outstanding in respect of the Transactions as of such Business Day; (ii) second, to Buyer, all Costs and all other amounts payable by Seller and outstanding hereunder and under the other Transaction Documents (other than the Repurchase PriceSection 14(b)(ii); (iii) third, to Buyer, an amount equal to the aggregate Repurchase Price of the Purchased Loans, until the Aggregate Repurchase Price for all of the Purchased Loans has been reduced to zero; and (iv) fourth, to Seller, the remainder. (de) If at any time during the term of any Transaction any Income is distributed to Seller with respect to the related Purchased Asset or Seller has otherwise received such Income and has made a payment in respect of such Income to Buyer Administrative Agent, on behalf of Buyers, pursuant to this Section 5, and for any reason such amount is required to be returned by any Buyer to an obligor under such Purchased Loan Asset (either before or after the Repurchase Date), Buyer such Buyer, may provide Seller and Administrative Agent with notice of such required return, and Seller shall pay the amount of such required return to such Buyer by 11:00 a.m., a.m. (New York time, ) on the Business Day following Seller’s receipt of such notice. (ef) Subject to the other provisions hereof, Seller shall be responsible for all Transaction Costs in respect of any Purchased Loans Assets to the extent it would be so obligated if the Purchased Loans Assets had not been sold to BuyerAdministrative Agent, on behalf of Buyers. Buyer Administrative Agent, on behalf of Buyers, shall provide Seller with notice of any Costs promptly upon receiving such noticeTransaction Costs, and Seller shall pay the amount of any Transaction Costs to Buyer Administrative Agent, on behalf of Buyers, by 11:00 a.m., a.m. (New York time, ) on the later of (i) five (5) Business Days after Buyer the date on which Administrative Agent, on behalf of Buyers, has informed Seller that such amount is due under the Purchased Loan Asset Documents and (ii) three (3) Business Days following Seller’s receipt of such notice.

INCOME PAYMENTS AND PRINCIPAL PAYMENTS. Paragraph 5 of the Agreement (“Income Payments”) is hereby deleted and replaced in its entirety by the following provisions of this Section 5: (a) On or before The Collection Account shall be established at the date hereof, Depository concurrently with the execution and delivery of this Agreement by Seller and Buyer. Buyer shall establish have sole dominion and maintain with control over the Depository Bank a deposit account owned by, in the name of and under the sole control of Buyer with respect to which the Blocked Account Agreement shall have been executed (such account, together with any replacement or successor thereof, the “Blocked Collection Account”). Seller shall cause all Income with respect to instruct the Purchased Loans or other assets (if cash) delivered under Section 4 to be deposited in the Blocked Account no later than the next Business Day following its collection and receipt thereof. Simultaneously with the transfer of any Purchased Loan under Section 3, Seller shall deliver to each Mortgagor or obligor (or the related collection account bank, as applicable), or the related lead lender or servicer under a Purchased Loan an irrevocable direction letter in form and substance satisfactory to Buyer instructing such Person to remit to the Blocked Account all amounts payable to Seller under the related Purchased Loan (unless such Mortgagor or obligor or related servicer or lender is already remitting payments to the Servicer, whereupon Seller shall direct Servicer to remit deposit all such amounts into the Blocked Account and service such payments in accordance with the Servicing Agreement and the provisions hereof) and shall provide to Buyer written proof of such delivery. If a Mortgagor or obligor (or the related collection account bank) or the related lead lender or servicer under a Purchased Loan forwards any Income with respect to such Purchased Loan to Seller rather than directly to the Blocked Account, Seller shall (i) deliver an additional irrevocable direction letter to the applicable Person and cause such Person to forward such amounts directly to the Blocked Account and (ii) hold such amounts in trust for Buyer and immediately deposit in the Blocked Account any such amounts. All Income in respect of the Portfolio Purchased Loans, which may include as well as any payments in respect of associated Hedging Transactions, into the Collection Account within one (1) Business Day of receipt. The amounts on deposit in the Collection Account shall be deposited directly into, or, if applicable, remitted directly from by the Depository in accordance with the Depository Agreement and the applicable underlying collection account toprovisions of Sections 4(b), 4(c), 4(d), 4(e) and 16 of this Agreement. Seller shall direct the Blocked Servicer to remit all payments to Depository until such time as Buyer directs the borrower otherwise. If any payments are made by the borrower to Seller after the Purchase Date, or in the event that Seller receives any payments in respect of associated Hedging Transactions after the Purchase Date, Seller shall wire such payments to the Collection Account with the Depository within one (1) Business Day of receipt. (b) So long as an Event of Default hereunder shall not have occurred and be continuing and so long as such action would not result in the creation of a Margin Deficit, all Income received by the Depository in respect of the Purchased Loans and the associated Hedging Transactions shall be paid to Seller on the Business Day next following the Business Day on which such funds are deposited in the Collection Account. (bc) So long as no Event of Default shall have occurred and be continuing, and in the event that a Margin Deficit exists with respect to the Purchased Loans, then until Seller cures such Margin Deficit, all Income on deposit in received by the Blocked Account Depository in respect of the Portfolio Purchased Loans and the associated Hedging Transactions during each Collection Period shall be applied by the Buyer Depository on the related Remittance Date Business Day next following the Business Day on which such funds are deposited in the Collection Account as follows: (i) first, to remit to Buyer an amount equal to the Price Differential which has accrued and is outstanding in respect of all of the Transactions Purchased Loans as of such Business Day; (ii) second, to Buyer an amount transfer cash to Buyer, so that the product of the aggregate Market Value of the Purchased Loans (including any Additional Loans) and Buyer’s Margin Ratio will at least equal to all Costs and other amounts payable by Seller and outstanding hereunder and under the other Transaction Documents (other than the Repurchase aggregate Outstanding Purchase Price);; and (iii) third, if a Principal Payment in respect of any Purchased Loan has been made during such Collection Period, to Buyer in respect of the Repurchase Price an amount equal to the greater of (i) the product of the amount of such Principal Payment multiplied by the Purchase Percentage and (ii) such greater amount, such that after giving effect to such payment of the applicable Repurchase Price, the aggregate Repurchase Price of the Portfolio Loans is less than or equal to the Asset Base, as determined by Buyer after giving effect to such payment; (iv) fourth, during the Facility Extension Period, to Buyer the Extended Repurchase Monthly Amount; (v) fifth, during the Facility Extension Period, to Buyer in respect of the Aggregate Repurchase Price until the Aggregate Repurchase Price for all of the Purchased Loans has been reduced to zero; and (vi) sixth, to remit to Seller the remainder, if any. If on any Remittance Date, the amounts deposited in the Blocked Account shall be insufficient to make the payments required under clauses (i) through (iv) of this Section 5(b), the same shall constitute an Event of Default hereunder. (cd) If an Event of Default shall have occurred and be continuing, all Income on deposit in (including all Principal Payments) received by the Blocked Account Depository in respect of the Purchased Loans and the associated Hedging Transactions shall be applied by the Depository on the Business Day next following the Business Day on which such funds are deposited in the Blocked Collection Account as follows: (i) first, to Buyer, remit to Buyer an amount equal to the Price Differential which has accrued and is outstanding in respect of all of the Transactions Purchased Loans as of such Business Day; (ii) second, to Buyer, all Costs and all other amounts payable by Seller and outstanding hereunder and under make a payment to Buyer on account of the other Transaction Documents (other than the Repurchase Price); (iii) third, to Buyer, an amount equal to the aggregate Repurchase Outstanding Purchase Price of the Purchased Loans, Loans until the Aggregate Repurchase Outstanding Purchase Price for all of the Purchased Loans has been reduced to zero; and (iii) third, to remit to Buyer an amount equal to any costs or expenses due and owing by Seller as of such Business Day; and (iv) fourth, to Seller, remit to Seller the remainder. (de) If Buyer is hereby authorized at any time during and from time to time, to the term fullest extent permitted by law, to set off and apply any and all amounts held by Buyer against any other obligations at any time owing to Buyer, or an Affiliate of Buyer to or for the credit or the account of Seller or a Subsidiary of Seller against any Transaction of or all the obligations of Seller now or hereafter existing under this Agreement irrespective of whether or not Buyer shall have made any Income is distributed demand under this Agreement (and without prior notice to Seller) and although such obligations may be unmatured, whereupon such obligations owing by Buyer or its Affiliates to Seller or Seller has otherwise received such Income and has made a payment in respect of such Income to Buyer pursuant to this Section 5its Subsidiaries shall, and for any reason such amount is required to be returned by Buyer to an obligor under such Purchased Loan (either before or after the Repurchase Date), Buyer may provide Seller with notice of such required return, and Seller shall pay the amount of such required return to Buyer by 11:00 a.m., New York time, on the Business Day following Seller’s receipt of such notice. (e) Subject to the other provisions hereof, Seller shall be responsible for all Costs in respect of any Purchased Loans to the extent it would be so obligated if (and only to the Purchased Loans had not been sold to Buyer. Buyer shall provide Seller with notice of any Costs promptly upon receiving such notice, and Seller shall pay the amount of any Costs to Buyer by 11:00 a.m., New York time, on the later of (iextent) five (5) Business Days after Buyer has informed Seller that such amount is due under the Purchased Loan Documents and (ii) three (3) Business Days following Seller’s receipt of such noticeset off actually made by Buyer, be discharged. The rights of Buyer under this Section are in addition to other rights and remedies (including other rights of setoff) which Buyer may have.

INCOME PAYMENTS AND PRINCIPAL PAYMENTS. Paragraph 5 of the Agreement (“Income Payments”) is hereby deleted and replaced in its entirety by the following provisions of this Section 5: (a) On or before The Cash Management Account shall be established at the date hereof, Depository concurrently with the execution and delivery of this Agreement by Seller and Buyer. Buyer shall establish have sole dominion and maintain with control over the Depository Bank a deposit Cash Management Account, which shall be an interest-bearing account owned by, in the name of and under the sole control of Buyer with respect as to which the Blocked Seller has "view only" rights. All Income in respect of the Portfolio Collateral and any payments in respect of associated Hedging Transactions, as well as any interest received from the reinvestment of such Income, shall be deposited directly into the Cash Management Account Agreement and shall have been executed be remitted by the Depository in accordance with the applicable provisions of Sections 5(b), 5(c), 5(d), 5(e), 5(f) and 14(a)(i) of this Agreement. (such account, together with any replacement or successor thereof, the “Blocked Account”). Seller shall cause all Income with b) With respect to the Purchased Loans or other assets (if cash) delivered under Section 4 to be deposited in the Blocked Account no later than the next Business Day following its collection and receipt thereof. Simultaneously with the transfer of any Purchased Loan under Section 3Loans, Seller shall deliver to each Mortgagor Mortgagor, issuer of a participation or obligor (or the related collection account bank, as applicable), or the related lead lender or servicer borrower under a Purchased Loan an irrevocable direction letter in the form and substance satisfactory attached as Exhibit IX to Buyer this Agreement instructing such Person the Mortgagor, issuer of a participation or borrower to remit to the Blocked Account pay all amounts payable to Seller under the related Purchased Loan (unless such Mortgagor or obligor or related servicer or lender is already remitting payments to the Servicer, whereupon Seller shall direct Servicer to remit all such amounts into the Blocked Cash Management Account and service such payments in accordance with the Servicing Agreement and the provisions hereof) and shall provide to Buyer written proof of such delivery. If a Mortgagor Mortgagor, issuer of a participation or obligor (or the related collection account bank) or the related lead lender or servicer under a Purchased Loan borrower forwards any Income with respect to such a Purchased Loan to Seller rather than directly to the Blocked Cash Management Account, Seller shall (i) deliver an additional irrevocable direction letter to the applicable Person Mortgagor, issuer of a participation or borrower and make other commercially reasonable efforts to cause such Person Mortgagor, issuer of a participation or borrower to forward such amounts directly to the Blocked Cash Management Account and (ii) hold such amounts in trust for Buyer and immediately deposit in the Blocked Cash Management Account any such amounts. All Income in respect of the Portfolio Loans, which may include payments in respect of associated Hedging Transactions, shall be deposited directly into, or, if applicable, remitted directly from the applicable underlying collection account to, the Blocked Account. (bc) So long as no Event of Default or CF Sweep Event with respect to any Purchased Security or Purchased Loan shall have occurred and be continuing, all Income on deposit in received by the Blocked Account Depository in respect of the Portfolio Collateral and the associated Hedging Transactions (other than Principal Payments and net sale proceeds) during each Collection Period shall be applied by the Depository on the related Remittance Date as follows: (i) first, to remit to Buyer an amount equal to the Price Differential which has accrued and is outstanding as of such Remittance Date; and (ii) second, to remit to Seller the remainder, if any. (d) So long as no Event of Default or CF Sweep Event with respect to any Purchased Security or Purchased Loan shall have occurred, any Principal Payment and any net sale proceeds in excess of the related Repurchase Price in respect of any Portfolio Collateral which is a portion of the Income received by the Depository during each Collection Period shall be applied by the Depository on the related Remittance Date in the following order of priority: (i) first, to make a payment to Buyer on account of the Repurchase Price of the Purchased Securities or Purchased Loans in respect of which such Principal Payment has been received, until the Repurchase Price for such Purchased Securities or Purchased Loans has been reduced to the Target Price for such Purchased Securities or Purchased Loans, respectively as of the date of such payment (as determined by Buyer after giving effect to such Principal Payment); (ii) second, to make a payment on account of the Repurchase Price of any other Purchased Securities or Purchased Loans as to which the Repurchase Price exceeds the Target Price (for this purpose, making such payment in the order of those Purchased Securities or Purchased Loans with the largest to smallest excess of Repurchase Price over Target Price), until the aggregate Repurchase Price for all of such Purchased Securities or Purchased Loans has been reduced to the aggregate Target Price for all of the Purchased Securities or Purchased Loans, respectively as of the date of such payment (as determined by Buyer after giving effect to such Principal Payment and application of net sale proceeds); and (iii) third, to remit to Seller the remainder of such Principal Payment or net sale proceeds. (e) If a CF Sweep Event with respect to any Purchased Security or Purchased Loan shall have occurred, all Income (including Principal Payments and any net sale proceeds in excess of the related Repurchase Price) received by the Depository in respect of the Portfolio Collateral and the associated Hedging Transactions during each Collection Period shall be applied by the Buyer Depository on the related Remittance Date as followsin the following order of priority: (i) first, to remit to Buyer an amount equal to the Price Differential which has accrued and is outstanding in respect of all of the Transactions Purchased Securities and Purchased Loans as of such Business Day; (ii) second, to Buyer an amount equal to all Costs and other amounts payable by Seller and outstanding hereunder and under the other Transaction Documents (other than the Repurchase Price); (iii) third, if make a Principal Payment in respect of any Purchased Loan has been made during such Collection Period, payment to Buyer in respect on account of the Repurchase Price an amount equal of the Purchased Securities or Purchased Loans in respect of which such CF Sweep Event occurred, until the Repurchase Price for such Purchased Securities or Purchased Loans has been reduced to the greater of amount (expressed in dollars) obtained by multiplying (i) the product of the amount Market Value of such Principal Payment multiplied Purchased Securities or Purchased Loans as of such date by the Purchase Percentage and (ii) such greater amount, such that after giving effect the "CF Sweep Purchase Percentage" applicable to such payment Purchased Securities or Purchased Loans, as set forth in Schedule I-A attached to this Agreement, respectively as of the applicable Repurchase Price, the aggregate Repurchase Price date of the Portfolio Loans is less than or equal to the Asset Base, such payment (as determined by Buyer after giving effect to such paymentPrincipal Payment and application of net sale proceeds); (iii) third, to make a payment on account of the Repurchase Price of any other Purchased Securities or Purchased Loans as to which a CF Sweep Event shall have occurred (for this purpose, making such payment in the order of those Purchased Securities or Purchased Loans whose Repurchase Price exceeds the product of the related Market Value by the related "CF Purchase Sweep Percentage" by the largest to smallest excess), until the aggregate Repurchase Price for all of such Purchased Securities or Purchased Loans has been reduced to the amount (expressed in dollars) obtained by multiplying (i) the Market Value of such Purchased Securities or Purchased Loans as of such date by (ii) the "CF Sweep Purchase Percentage" applicable to such Purchased Securities or Purchased Loans, as set forth in Schedule I-A attached to this Agreement, respectively as of the date of such payment (as determined by Buyer after giving effect to such Principal Payment and application of net sale proceeds); (iv) fourth, during the Facility Extension Period, to make a payment to Buyer on account of the Extended Repurchase Monthly AmountPrice of the Purchased Securities or Purchased Loans in respect of which such Principal Payment has been received, until the Repurchase Price for such Purchased Securities or Purchased Loans has been reduced to the Target Price for such Purchased Securities or Purchased Loans, respectively as of the date of such payment (as determined by Buyer after giving effect to such Principal Payment and application of net sale proceeds); (v) fifth, during the Facility Extension Period, to Buyer in respect make a payment on account of the Aggregate Repurchase Price of any other Purchased Securities or Purchased Loans as to which the Repurchase Price exceeds the Target Price (for this purpose, making such payment in the order of those Purchased Securities or Purchased Loans with the largest to smallest excess of Repurchase Price over Target Price), until the Aggregate aggregate Repurchase Price for all of such Purchased Securities or Purchased Loans has been reduced to the aggregate Target Price for all of the Purchased Loans has been reduced Securities or Purchased Loans, respectively as of the date of such payment (as determined by Buyer after giving effect to zerosuch Principal Payment and application of net sale proceeds); and (vi) sixth, to remit to Seller the remainder, if any. If on any Remittance Date, the amounts deposited in the Blocked Account shall be insufficient to make the payments required under clauses (i) through (iv) of this Section 5(b), the same shall constitute an Event of Default hereunder. (cf) If an Event of Default shall have occurred and be continuing, all Income on deposit in received by the Blocked Account Depository in respect of the Purchased Loans Portfolio Collateral and the associated Hedging Transactions shall be applied by the Depository on the Business Day next following the Business Day on which such funds are deposited in the Blocked Cash Management Account as follows: (i) first, to Buyer, remit to Buyer an amount equal to the Price Differential which has accrued and is outstanding in respect of all of the Transactions Purchased Securities and Purchased Loans as of such Business Day; (ii) second, to Buyer, all Costs and all other amounts payable by Seller and outstanding hereunder and under make a payment to Buyer on account of the other Transaction Documents (other than the Repurchase Price); (iii) third, to Buyer, an amount equal to the aggregate Repurchase Price of the Purchased Loans, Securities and Purchased Loans until the Aggregate Repurchase Price for all of the Purchased Securities and all of the Purchased Loans has been reduced to zero; and (iviii) fourththird, to Seller, remit to Seller the remainder. (d) If at any time during the term of any Transaction any Income is distributed to Seller or Seller has otherwise received such Income and has made a payment in respect of such Income to Buyer pursuant to this Section 5, and for any reason such amount is required to be returned by Buyer to an obligor under such Purchased Loan (either before or after the Repurchase Date), Buyer may provide Seller with notice of such required return, and Seller shall pay the amount of such required return to Buyer by 11:00 a.m., New York time, on the Business Day following Seller’s receipt of such notice. (e) Subject to the other provisions hereof, Seller shall be responsible for all Costs in respect of any Purchased Loans to the extent it would be so obligated if the Purchased Loans had not been sold to Buyer. Buyer shall provide Seller with notice of any Costs promptly upon receiving such notice, and Seller shall pay the amount of any Costs to Buyer by 11:00 a.m., New York time, on the later of (i) five (5) Business Days after Buyer has informed Seller that such amount is due under the Purchased Loan Documents and (ii) three (3) Business Days following Seller’s receipt of such notice.

INCOME PAYMENTS AND PRINCIPAL PAYMENTS. Paragraph 5 of the Agreement (“Income Payments”) is hereby deleted and replaced in its entirety by the following provisions of this Section 5: (a) On or before the date hereof, Seller and Buyer shall establish and maintain with the Depository Bank a deposit account owned by, in the name of Seller and under the sole control of Buyer with respect to which the Blocked Controlled Account Agreement shall have been executed (such account, together with any replacement or successor thereof, the “Blocked Controlled Account”). Seller shall cause all Income with respect to the Purchased Loans or other assets (if cash) delivered under Section 4 Assets to be deposited in the Blocked Account no later than Controlled Account. In furtherance of the next Business Day following its collection and receipt thereof. Simultaneously with the transfer of any Purchased Loan under Section 3foregoing, Seller shall deliver to each Mortgagor or obligor (or the related collection account bank, as applicable), or the related lead lender or servicer under a Purchased Loan an irrevocable direction letter in form and substance satisfactory to Buyer instructing such Person cause Servicer to remit to the Blocked Controlled Account all amounts payable to Seller under Income received in respect of the related Purchased Loan Assets within two (unless such Mortgagor or obligor or related servicer or lender is already remitting payments to the Servicer, whereupon Seller shall direct Servicer to remit all such amounts into the Blocked Account and service such payments in accordance with the Servicing Agreement and the provisions hereof2) and shall provide to Buyer written proof Business Days of such delivery. If a Mortgagor or obligor (or the related collection account bank) or the related lead lender or servicer under a Purchased Loan forwards any Income with respect to such Purchased Loan to Seller rather than directly to the Blocked Account, Seller shall (i) deliver an additional irrevocable direction letter to the applicable Person and cause such Person to forward such amounts directly to the Blocked Account and (ii) hold such amounts in trust for Buyer and immediately deposit in the Blocked Account any such amountsreceipt. All Income in respect of the Portfolio LoansPurchased Assets, which may include payments in respect of associated Hedging Transactions, shall be deposited directly into, or, if applicable, remitted directly from the applicable underlying collection account to, the Blocked Controlled Account. (b) So long as no Unless an Event of Default shall have occurred and be continuing, on each Remittance Date, all Income on deposit in the Blocked Controlled Account in respect of the Portfolio Loans Purchased Assets and the associated Hedging Transactions during each Collection Period shall be applied by the Buyer on the related Remittance Date as follows: (i) first, to Buyer Buyer, an amount equal to the Price Differential which has accrued and is outstanding in respect of the Transactions as of such Business DayRemittance Date; (ii) second, to Buyer an amount equal to Buyer, any accrued and unpaid Unused Fee and all Transaction Costs and all other amounts payable by Seller and outstanding hereunder and under the other Transaction Documents (other than the Repurchase Price); (iii) third, if a Principal Payment in respect of any Purchased Loan Asset has been made during such the related Collection Period, to Buyer in respect of the Repurchase Price an amount equal to the greater of (i) the product of the amount of such Principal Payment Payment, multiplied by the applicable Purchase Percentage and Percentage; (iiiv) fourth, if a Margin Deficit shall exist with respect to one or more Purchased Assets, to Buyer, an amount such greater amountthat, such that after giving effect to such payment, the aggregate Purchase Price of such Purchased Assets is equal to the aggregate Asset Base Components of such Purchased Assets, as determined by Buyer after giving effect to such payment, to the extent of remaining funds in the Controlled Account; and (v) fifth, to Seller, the remainder, if any; provided that if, on any Remittance Date, the amounts deposited in the Controlled Account shall be insufficient to make the payments required under (i) through (iii) above of this Section 5(b), and Seller does not otherwise make such payments on such Remittance Date, the same shall constitute an Event of Default hereunder. (c) Unless an Event of Default shall have occurred and be continuing, any unscheduled Principal Payment (including net sale proceeds) in respect of any Purchased Asset for which the Income thereof has been received by Depository Bank during any Collection Period shall be applied, no later than two (2) Business Days after receipt of notice from Seller of its intent to apply such payment of the applicable Repurchase Pricein accordance with this Section 5(c), as follows: (i) first, to Buyer, if a Margin Deficit shall exist with respect to one or more Purchased Assets, an amount such that, after giving effect to such payment, the aggregate Repurchase Price of the Portfolio Loans is less than or equal to the aggregate Asset BaseBase Components of such Purchased Assets, as determined by Buyer after giving effect to such payment; (ivii) fourth, during the Facility Extension Periodsecond, to Buyer Buyer, an amount equal to the Extended Repurchase Monthly Amount; (v) fifth, during the Facility Extension Period, to Buyer in respect product of the Aggregate Repurchase Price until amount of such Principal Payment multiplied by the Aggregate Repurchase Price for all of the Purchased Loans has been reduced to zeroapplicable Purchase Percentage; and (viiii) sixththird, to remit to Seller Seller, the remainder, if any. If on any Remittance Date, the amounts deposited in the Blocked Account shall be insufficient to make the payments required under clauses (i) through (iv) of this Section 5(b), the same shall constitute an Event of Default hereunder. (cd) If an Event of Default shall have occurred and be continuing, all Income on deposit in the Blocked Controlled Account in respect of the Purchased Loans Assets and the associated Hedging Transactions shall be applied on the Business Day next following the Business Day on which such funds are deposited as determined in the Blocked Account as follows: (i) first, Buyer’s sole discretion pursuant to Buyer, an amount equal to the Price Differential which has accrued and is outstanding in respect of the Transactions as of such Business Day; (ii) second, to Buyer, all Costs and all other amounts payable by Seller and outstanding hereunder and under the other Transaction Documents (other than the Repurchase PriceSection 14(b)(ii); (iii) third, to Buyer, an amount equal to the aggregate Repurchase Price of the Purchased Loans, until the Aggregate Repurchase Price for all of the Purchased Loans has been reduced to zero; and (iv) fourth, to Seller, the remainder. (de) If at any time during the term of any Transaction any Income is distributed to Seller with respect to the related Purchased Asset or Seller has otherwise received such Income and has made a payment in respect of such Income to Buyer pursuant to this Section 5, and for any reason such amount is required to be returned by Buyer to an obligor under such Purchased Loan Asset (either before or after the Repurchase Date), Buyer may provide Seller with notice of such required return, and Seller shall pay the amount of such required return to Buyer by 11:00 a.m., New York time, on the Business Day following Seller’s receipt of such notice. (ef) Subject to the other provisions hereof, Seller shall be responsible for all Transaction Costs in respect of any Purchased Loans Assets to the extent it would be so obligated if the Purchased Loans Assets had not been sold to Buyer. Buyer shall provide Seller with notice of any Costs promptly upon receiving such noticeTransaction Costs, and Seller shall pay the amount of any Transaction Costs to Buyer by 11:00 a.m., New York time, on the later of (i1) five (5) Business Days after the date on which Buyer has informed Seller that such amount is due under the Purchased Loan Asset Documents and (ii1) three (3) Business Days following Seller’s receipt of such notice.

INCOME PAYMENTS AND PRINCIPAL PAYMENTS. Paragraph 5 of the Agreement (“Income Payments”) is hereby deleted and replaced in its entirety by the following provisions of this Section 5: (a) On or before the date hereof, Seller Seller, Servicer and Buyer shall establish and maintain with the Depository Bank a deposit account owned by, in the name of Seller and under the sole control of Buyer with respect to which the Blocked Account Agreement shall have been executed (such account, together with any replacement or successor thereof, the “Blocked Account”). Seller shall cause all Income with respect to the Purchased Loans or other assets (if cash) cash delivered under Section 4 to be deposited in the Blocked Account no later than Account. In furtherance of the next Business Day following its collection and receipt thereof. Simultaneously with the transfer of any Purchased Loan under Section 3foregoing, Seller shall deliver to each Mortgagor or obligor (or the related collection account bank, as applicable), or the related lead lender or servicer under a Purchased Loan an irrevocable direction letter in form and substance satisfactory to Buyer instructing such Person Servicer agrees to remit to the Blocked Account all amounts payable to Seller under Income received in respect of the related Purchased Loan Loans within one (unless such Mortgagor or obligor or related servicer or lender is already remitting payments to the Servicer, whereupon Seller shall direct Servicer to remit all such amounts into the Blocked Account and service such payments in accordance with the Servicing Agreement and the provisions hereof1) and shall provide to Buyer written proof Business Day of such delivery. If a Mortgagor or obligor (or the related collection account bank) or the related lead lender or servicer under a Purchased Loan forwards any Income with respect to such Purchased Loan to Seller rather than directly to the Blocked Account, Seller shall (i) deliver an additional irrevocable direction letter to the applicable Person and cause such Person to forward such amounts directly to the Blocked Account and (ii) hold such amounts in trust for Buyer and immediately deposit in the Blocked Account any such amountsreceipt. All Income in respect of the Portfolio Purchased Loans, which may include payments in respect of associated Hedging Transactions, shall be deposited directly into, or, if applicable, remitted directly from the applicable underlying collection account to, the Blocked Account. (b) So long as no Unless an Event of Default shall have occurred and be continuing, on each Remittance Date, all Income on deposit in the Blocked Account in respect of the Portfolio Purchased Loans and the associated Hedging Transactions during each Collection Period shall be applied by the Buyer on the related Remittance Date as follows: (i) first, to Buyer Buyer, an amount equal to the Price Differential which has accrued and is outstanding in respect of the Transactions as of such Business DayRemittance Date; (ii) second, to Buyer an amount equal to Buyer, all Costs and all other amounts payable by Seller and outstanding hereunder and under the other Transaction Documents (other than the Repurchase Price); (iii) third, if a Principal Payment in respect of any Purchased Loan has been made during such Collection Period, to Buyer in respect of the Repurchase Price Buyer, an amount equal to the greater of (i) the product of the amount of such Principal Payment multiplied by the applicable Purchase Percentage and (ii) such greater amount, such that after giving effect to such payment of the applicable Repurchase Price, the aggregate Aggregate Repurchase Price of the Portfolio Purchased Loans is less than or equal to the Asset Base, as determined by Buyer after giving effect to such payment;; and (iv) fourth, during the Facility Extension Period, to Buyer the Extended Repurchase Monthly Amount; (v) fifth, during the Facility Extension Period, to Buyer in respect of the Aggregate Repurchase Price until the Aggregate Repurchase Price for all of the Purchased Loans has been reduced to zero; and (vi) sixth, to remit to Seller the remainder, if any. If If, on any Remittance Date, the amounts deposited in the Blocked Account shall be insufficient to make the payments required under clauses (i) through (iviii) of this Section 5(b), and Seller does not otherwise make such payments on such Remittance Date, the same shall constitute an Event of Default hereunder. (c) If an Event of Default shall have occurred and be continuing, all Income on deposit in the Blocked Account in respect of the Purchased Loans and the associated Hedging Transactions shall be applied on the Business Day next following the Business Day on which such funds are deposited in the Blocked Account as follows: (i) first, to Buyer, an amount equal to the Price Differential which has accrued and is outstanding in respect of the Transactions as of such Business Day; (ii) second, to Buyer, all Costs and all other amounts payable by Seller and outstanding hereunder and under the other Transaction Documents (other than the Repurchase Price); (iii) third, to Buyer, an amount equal to the aggregate Aggregate Repurchase Price of the Purchased Loans, until the Aggregate Repurchase Price for all of the Purchased Loans has been reduced to zero; and (iv) fourth, to Seller, Seller the remainder, if any. (d) If at any time during the term of any Transaction any Income is distributed to Seller with respect to the related Purchased Loan or Seller has otherwise received such Income and has made a payment in respect of such Income to Buyer pursuant to this Section 5, and for any reason such amount is required to be returned by Buyer to an obligor under such Purchased Loan (either before or after the Repurchase Date), Buyer may provide Seller with notice of such required return, and Seller shall pay the amount of such required return to Buyer by 11:00 a.m., New York time, on the Business Day following Seller’s receipt of such notice. (e) Subject to the other provisions hereof, Seller shall be responsible for all Costs in respect of any Purchased Loans to the extent it would be so obligated if the Purchased Loans had not been sold to Buyer. Buyer shall provide Seller with notice of any Costs promptly upon receiving such notice, and Seller shall pay the amount of any Costs to Buyer by 11:00 a.m., New York time, on the later of (i) five (5) Business Days after the date on which Buyer has informed Seller that such amount is due under the Purchased Loan Documents and (ii) three (3) Business Days following Seller’s receipt of such notice.

INCOME PAYMENTS AND PRINCIPAL PAYMENTS. The provisions of Paragraph 5 of the Agreement (“Income Payments”) is are hereby deleted modified and replaced superseded in its entirety their respective entireties by the following provisions of this Section 5: (a) On or before The Cash Management Account shall be established at the date hereof, Depository concurrently with the execution and delivery of the Agreement and this Annex I by Seller and Buyer. Buyer shall establish have sole dominion and maintain with control over the Depository Bank a deposit account owned by, in the name of and under the sole control of Buyer with respect to which the Blocked Account Agreement shall have been executed (such account, together with any replacement or successor thereof, the “Blocked Cash Management Account”). The Seller shall cause all Income with in respect to of the Purchased Securities and the Purchased Loans or other assets (if cash) delivered under Section 4 and the associated Hedging Transactions to be deposited directly into the Cash Management Account. Such Income shall be remitted by the Depository in the Blocked Account no later than the next Business Day following its collection and receipt thereof. Simultaneously accordance with the transfer applicable provisions of any Sections 5(b), 5(c), 5(d), 5(e), 5(f) and 14(a)(iii) of this Annex I. (b) With respect to Purchased Loan under Section 3Loans, Seller shall deliver to each Mortgagor Mortgagor, issuer of a participation or obligor (or the related collection account bank, as applicable), or the related lead lender or servicer borrower under a Purchased Loan an irrevocable direction letter in the form and substance satisfactory attached as Exhibit IX to Buyer this Agreement instructing such Person the Mortgagor, issuer of a participation or borrower to remit to the Blocked Account pay all amounts payable to Seller Income under the related Purchased Loan (unless such Mortgagor or obligor or related servicer or lender is already remitting payments to the Servicer, whereupon Seller shall direct Servicer to remit all such amounts into the Blocked Cash Management Account and service such payments in accordance with the Servicing Agreement and the provisions hereof) and shall provide to Buyer written proof of such delivery. If a Mortgagor Mortgagor, issuer of a participation or obligor (or the related collection account bank) or the related lead lender or servicer under a Purchased Loan borrower forwards any Income with respect to such a Purchased Loan to Seller rather than directly to the Blocked Cash Management Account, Seller shall (i) deliver an additional irrevocable direction letter to the applicable Person Mortgagor, issuer of a participation or borrower and make other commercially reasonable efforts to cause such Person Mortgagor, issuer of a participation or borrower to forward such amounts directly to the Blocked Cash Management Account and (ii) hold such amounts in trust for Buyer and immediately within one Business Day deposit in the Blocked Cash Management Account any such amounts. All Income in respect of the Portfolio Loans, which may include payments in respect of associated Hedging Transactions, shall be deposited directly into, or, if applicable, remitted directly from the applicable underlying collection account to, the Blocked Account. (bc) So long as no Event of Default or CF Sweep Event with respect to any Purchased Security and Purchased Loan shall have occurred and be continuing, all Income on deposit in received by the Blocked Account Depository in respect of the Portfolio Purchased Securities and the Purchased Loans and the associated Hedging Transactions (other than Principal Payments) during each Collection Period shall be applied by the Buyer Depository on the related Remittance Date as follows: (i) first, to remit to Buyer an amount equal to the Price Differential which has accrued and is outstanding as of such Remittance Date; and (ii) second, to remit to Seller the remainder, if any. (d) So long as no Event of Default or CF Sweep Event with respect to any Purchased Security and Purchased Loan shall have occurred and be continuing, any Principal Payment received by the Depository in respect of any of the Purchased Securities and the Purchased Loans during each Collection Period shall be applied by the Depository on the related Remittance Date in the following order of priority: (i) first, to make a payment to Buyer on account of the Repurchase Price of the Purchased Securities or Purchased Loans in respect of which such Principal Payment has been received, until the Repurchase Price for such Purchased Securities or Purchased Loans has been reduced to the Target Price for such Purchased Securities or Purchased Loans, respectively as of the date of such payment (as determined by Buyer after giving effect to such Principal Payment); (ii) second, to make a payment to Buyer on account of the Repurchase Price of any other Purchased Securities or Purchased Loans as to which the Repurchase Price exceeds the Target Price (for this purpose, making such payment in the order of those Purchased Securities or Purchased Loans with the largest to smallest excess of Repurchase Price over Target Price), until the aggregate Repurchase Price for all of such Purchased Securities or Purchased Loans has been reduced to the aggregate Target Price for all of the Purchased Securities or Purchased Loans, respectively as of the date of such payment (as determined by Buyer after giving effect to such Principal Payment); and (iii) third, to remit to Seller the remainder of such Principal Payment. (e) If a CF Sweep Event with respect to any Purchased Security and Purchased Loan shall have occurred and be continuing, all Income received by the Depository in respect of the Purchased Securities and the Purchased Loans and the associated Hedging Transactions shall be applied by the Depository on the Business Day next following the Business Day on which such funds are deposited in the Cash Management Account as follows: (i) first, to remit to Buyer an amount equal to the Price Differential which has accrued and is outstanding in respect of all of the Transactions Purchased Securities and Purchased Loans as of such Business Day; (ii) second, to Buyer an amount equal to all Costs and other amounts payable by Seller and outstanding hereunder and under the other Transaction Documents (other than the Repurchase Price); (iii) third, if make a Principal Payment in respect of any Purchased Loan has been made during such Collection Period, payment to Buyer in respect pro rata on account of the Repurchase Price an amount equal of the Purchased Securities or the Purchased Loans in respect of which the CF Sweep Event occurred, until the Repurchase Price for such Purchased Securities or such Purchased Loans has been reduced to the greater of (i) the product Target Price for such Purchased Securities or such Purchased Loans as of the amount date of such Principal Payment multiplied by the Purchase Percentage and payment (ii) such greater amount, such that after giving effect to such payment of the applicable Repurchase Price, the aggregate Repurchase Price of the Portfolio Loans is less than or equal to the Asset Base, as determined by Buyer after giving effect to such paymentremittance); (iviii) fourth, during the Facility Extension Periodthird, to Buyer the Extended Repurchase Monthly Amount; (v) fifth, during the Facility Extension Period, make a payment to Buyer in respect pro rata on account of the Aggregate Repurchase Price of any other Purchased Securities or Purchased Loans for which a CF Sweep Event shall not have occurred and as to which the Repurchase Price exceeds the Target Price, until the Aggregate aggregate Repurchase Price for all of the Purchased Securities and all of the Purchased Loans has been reduced to zerothe aggregate Target Price for all of the Purchased Securities and Purchased Loans as of the date of such payment (as determined by Buyer after giving effect to such remittance); and (viiv) sixthfourth, to remit to Seller the remainder, if any. If on any Remittance Date, the amounts deposited in the Blocked Account shall be insufficient to make the payments required under clauses (i) through (iv) of this Section 5(b), the same shall constitute an Event of Default hereunder. (cf) If an Event of Default shall have occurred and be continuing, all Income on deposit in received by the Blocked Account Depository in respect of the Purchased Securities and the Purchased Loans and the associated Hedging Transactions shall be applied by the Depository on the Business Day next following the Business Day on which such funds are deposited in the Blocked Cash Management Account as follows: (i) first, to Buyer, remit to Buyer an amount equal to the Price Differential which has accrued and is outstanding in respect of all of the Transactions Purchased Securities and Purchased Loans as of such Business Day; (ii) second, to Buyer, all Costs and all other amounts payable by Seller and outstanding hereunder and under make a payment to Buyer pro rata on account of the other Transaction Documents (other than the Repurchase Price); (iii) third, to Buyer, an amount equal to the aggregate Repurchase Price of the Purchased Loans, Securities and Purchased Loans until the Aggregate Repurchase Price for all of the Purchased Securities in all Rating Categories and all of the Purchased Loans in all Collateral Type Groupings has been reduced to zero; and (iviii) fourththird, to Sellerremit to Seller the remainder. Paragraph 6 of the Agreement is hereby modified in its entirety to read as follows: The Buyer and Seller intend that all Transactions hereunder be sales to the Buyer of the Purchased Securities and Purchased Loans and not loans from the Buyer to Seller secured by the Purchased Securities and Purchased Loans. However, in the event any such Transaction is deemed to be a loan, Seller hereby pledges all of its right, title, and interest in, to and under and grants a first priority lien on, and security interest in, all of the following property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the remainder. (d"Collateral") If at any time during to the term Buyer to secure the payment and performance of any Transaction any Income is distributed all other amounts or obligations owing to Seller or Seller has otherwise received such Income and has made a payment in respect of such Income to the Buyer pursuant to this Agreement and the related documents described herein: (a) the Purchased Securities purchased pursuant to this Agreement and all "securities accounts" created in connection therewith (as defined in Section 5, and for 8-501(a) of the UCC) to which any reason such amount is required to be returned by Buyer to an obligor under or all of such Purchased Loan (either before or after the Repurchase Date), Buyer may provide Seller with notice of such required return, and Seller shall pay the amount of such required return to Buyer by 11:00 a.m., New York time, on the Business Day following Seller’s receipt of such notice.Securities are credited; (eb) Subject to the other provisions hereof, Seller shall be responsible for all Costs in respect of any Purchased Loans to the extent it would be so obligated if the Purchased Loans had not been sold purchased pursuant to Buyer. Buyer shall provide Seller this Agreement, Servicing Agreements in connection with notice of any Costs promptly upon receiving this Agreement, Servicing Records in connection with this Agreement, insurance relating to such noticePurchased Loans, and Seller shall pay collection and escrow accounts relating to such Purchased Loans; (c) the amount of any Costs Cash Management Account created in connection with this Agreement and all monies from time to Buyer by 11:00 a.m., New York time, time on the later of (i) five (5) Business Days after Buyer has informed Seller that deposit in such amount is due under the Purchased Loan Documents and (ii) three (3) Business Days following Seller’s receipt of such notice.Cash Management Account;

INCOME PAYMENTS AND PRINCIPAL PAYMENTS. Paragraph 5 of the Agreement (“Income Payments”) is hereby deleted and replaced in its entirety by the following provisions of this Section 5: (a) On or before The Depository Account shall be established at the date hereofDepository and shall be subject to the Depository Agreement which shall be executed and delivered concurrently with the execution and delivery of this Agreement. Pursuant to the Depository Agreement, Seller and Buyer shall establish have sole dominion and maintain control over the Depository Account. The Depository Account shall, at all times, be subject to the Depository Agreement. All Income in respect of the Purchased Assets, as well as any interest received from the reinvestment of such Income, shall be deposited directly by the underlying obligor of each Purchased Asset or as directed by the Primary Servicer in accordance with the Primary Servicing Agreement (or by any other servicer and related direct agreement, to the extent any Purchased Asset is not serviced by the Primary Servicer). Depository Bank a deposit account owned byshall then apply such Income in accordance with the applicable provisions of Articles 5(c) and (d) of this Agreement. (b) For all Purchased Assets Seller shall deliver to each servicer or trustee, in the name of and under the sole control of Buyer as applicable, with respect to which such Purchased Asset an irrevocable direction letter in the Blocked Account Agreement shall have been executed form of Exhibit XI (such account, together with any replacement or successor thereof, the “Blocked AccountRe-direction Letter”), instructing the applicable party with respect to such Purchased Asset to pay all amounts payable under the related Purchased Asset into the Depository Account. Seller shall cause all Income If any such party with respect to the Purchased Loans or other assets (if cash) delivered under Section 4 to be deposited in the Blocked Account no later than the next Business Day following its collection and receipt thereof. Simultaneously with the transfer of any Purchased Loan under Section 3, Seller shall deliver to each Mortgagor or obligor (or the related collection account bank, as applicable), or the related lead lender or servicer under a Purchased Loan an irrevocable direction letter in form and substance satisfactory to Buyer instructing such Person to remit to the Blocked Account all amounts payable to Seller under the related Purchased Loan (unless such Mortgagor or obligor or related servicer or lender is already remitting payments to the Servicer, whereupon Seller shall direct Servicer to remit all such amounts into the Blocked Account and service such payments in accordance with the Servicing Agreement and the provisions hereof) and shall provide to Buyer written proof of such delivery. If a Mortgagor or obligor (or the related collection account bank) or the related lead lender or servicer under a Purchased Loan Asset forwards any Income with respect to such a Purchased Loan Asset to Seller the Collection Account, rather than directly to the Blocked Depository Account, Seller shall, or shall (i) cause such Affiliate to, deliver an additional irrevocable Re-direction letter Letter to the applicable Person party with respect to the Purchased Asset and make other best efforts to cause such Person party to forward such amounts directly to the Blocked Account and (ii) hold Depository Account. Any such amounts in trust for Buyer and immediately funds on deposit in the Blocked Collection Account any such amounts. All Income will be transferred to the Depository Account as directed by the Primary Servicer in respect of accordance with the Portfolio Loans, which may include payments in respect of associated Hedging Transactions, shall be deposited directly into, or, if applicable, remitted directly from the applicable underlying collection account to, the Blocked AccountPrimary Servicing Agreement. (bc) So long as no Event of Default or Margin Deficit with respect to any Purchased Asset shall have occurred and be continuing, all Income on deposit in received by the Blocked Account Depository in respect of the Portfolio Loans Purchased Assets (other than scheduled or unscheduled Principal Payments and net sale proceeds) and the associated Hedging Transactions during each Collection Period shall be applied by the Buyer Depository on the related Remittance Date as followsin the following order of priority: (i) first, pro rata, (A) to Buyer Buyer, an amount equal to the Price Differential which that has accrued accreted and is outstanding in respect of the Transactions as of such Business DayRemittance Date and (B) to any Affiliated Hedge Counterparty, any amount then due and payable to an Affiliated Hedge Counterparty or Qualified Hedge Counterparty, as applicable, under any Hedging Transaction related to a Purchased Asset; (ii) second, to Buyer Buyer, an amount equal to all Costs and any other amounts then due and payable by Seller and outstanding hereunder and to Buyer or its Affiliates under the other any Transaction Documents (other than the Repurchase Price);Document; and (iii) third, if a Principal Payment in respect of any Purchased Loan has been made during such Collection Period, to Buyer in respect of the Repurchase Price an amount equal to the greater Seller, the remainder, if any. (d) So long as no Event of Default or Margin Deficit shall have occurred and be continuing, any Principal Payments shall be applied by the Depository on the Business Day following the Business Day on which such funds are deposited in the Depository Account in the following order of priority: (i) first, pro rata, (A) to Buyer, until the product Purchase Price for such Purchased Asset has been reduced to the Buyer’s Margin Amount for such Purchased Asset as of the amount date of such Principal Payment multiplied by the Purchase Percentage and payment (ii) such greater amount, such that after giving effect to such payment of the applicable Repurchase Price, the aggregate Repurchase Price of the Portfolio Loans is less than or equal to the Asset Base, as determined by Buyer after giving effect to such paymentPrincipal Payment and application of net sales proceeds, if applicable) and (B) solely with respect to any Hedging Transaction with an Affiliated Hedge Counterparty or Qualified Hedge Counterparty, as applicable, related to such Purchased Asset, to such Affiliated Hedge Counterparty or Qualified Hedge Counterparty, as applicable, an amount equal to any accrued and unpaid breakage costs under such Hedging Transaction related to such Purchased Asset; (ii) second, to Buyer, an amount equal to any other amounts due and owing to Buyer or its Affiliates under any Transaction Document; and (iii) third, to the Seller, any remainder. (e) If Buyer shall have determined that a Margin Deficit shall have occurred and be continuing, but no Event of Default shall have occurred and be continuing, all Income (including, without limitation, any Principal Payments or any other amounts received, without regard to their source) received by the Depository in respect of a Purchased Asset shall be applied by the Depository on the related Remittance Date in the following order of priority: (i) first, pro rata, (A) to Buyer, an amount equal to the Price Differential that has accreted and is outstanding in respect of all of the Purchased Assets as of such Business Day and (B) to any Affiliated Hedge Counterparty or Qualified Hedge Counterparty, as applicable, any amounts then due and payable to such Affiliated Hedge Counterparty or Qualified Hedge Counterparty, as applicable, under any Hedging Transaction related to such Purchased Asset; (ii) second, to Buyer, an amount to reduce the Repurchase Price of such Purchased Asset until the Repurchase Price for such Purchased Asset has been reduced to the Buyer’s Margin Amount as of the date of such payment (as determined by Buyer after giving effect to all Principal Payments and application of net sale proceeds, if any, on such day); (iii) third, to Buyer, an amount equal to any other amounts due and owing to Buyer or its Affiliates under any Transaction Document; and (iv) fourth, during to the Facility Extension PeriodSeller, to Buyer the Extended Repurchase Monthly Amount; (v) fifth, during the Facility Extension Period, to Buyer in respect of the Aggregate Repurchase Price until the Aggregate Repurchase Price for all of the Purchased Loans has been reduced to zero; and (vi) sixth, to remit to Seller the any remainder, if any. If on any Remittance Date, the amounts deposited in the Blocked Account shall be insufficient to make the payments required under clauses (i) through (iv) of this Section 5(b), the same shall constitute an Event of Default hereunder. (cf) If an Event of Default shall have occurred and be continuing, all Income on deposit in (including, without limitation, any Principal Payments or any other amounts received, without regard to their source) received by the Blocked Account Depository in respect of the a Purchased Loans and the associated Hedging Transactions Asset shall be applied by the Depository on the Business Day next following the Business Day on which such funds are deposited in the Blocked Depository Account as followsin the following order of priority: (i) first, pro rata, (A) to Buyer, an amount equal to the Price Differential which that has accrued accreted and is outstanding in respect of all of the Transactions Purchased Assets as of such Business DayDay and (B) to any Affiliated Hedge Counterparty or Qualified Hedge Counterparty, as applicable, any amounts then due and payable to an Affiliated Hedge Counterparty or Qualified Hedge Counterparty, as applicable, under any Hedging Transaction related to such Purchased Asset; (ii) second, to Buyer, all Costs and all other amounts payable by Seller and outstanding hereunder and under the other Transaction Documents (other than on account of the Repurchase Price)Price of such Purchased Asset until the Repurchase Price has been reduced to zero; (iii) third, to Buyer, an amount equal to any other amounts due and owing to Buyer or its Affiliates under any Transaction Document, including, without limitation, (a) the aggregate entire Repurchase Price on all Purchase Assets (regardless of acceleration or otherwise of the Purchased LoansSeller’s obligations), until and (b) all costs of collection associated with the Aggregate Repurchase Price for interpretation and enforcement of Buyer’s rights and remedies under this Agreement and all of the Purchased Loans has been reduced to zeroother Transaction Documents; and (iv) fourth, to the Seller, any remainder. For the remainder. (d) If at any time during avoidance of doubt, the term of any Transaction any Income is distributed to Seller or Seller has otherwise received such Income and has made a payment in respect of such Income to Buyer pursuant to this Section 5, and for any reason such amount is required to be returned by Buyer to an obligor under such Purchased Loan (either before or after the Repurchase Date), Buyer may provide Seller with notice of such required return, and Seller shall pay the amount of such required return to Buyer by 11:00 a.m., New York time, on the Business Day following Seller’s receipt of such notice. (e) Subject to the other provisions hereof, Seller obligations hereunder shall be responsible for all Costs in respect of any Purchased Loans fully recourse to the extent it would be so obligated if the Purchased Loans had not been sold to Buyer. Buyer shall provide Seller with notice of any Costs promptly upon receiving such notice, and Seller shall pay the amount of any Costs to Buyer by 11:00 a.m., New York time, on the later of (i) five (5) Business Days after Buyer has informed Seller that such amount is due under the Purchased Loan Documents and (ii) three (3) Business Days following Seller’s receipt of such notice.

INCOME PAYMENTS AND PRINCIPAL PAYMENTS. Paragraph 5 of the Agreement (“Income Payments”) is hereby deleted and replaced in its entirety by the following provisions of this Section 5: (a) On or before The Cash Management Account shall be established at the date hereof, Depository concurrently with the execution and delivery of this Agreement by Seller and Buyer. Buyer shall establish have sole dominion and maintain control over the Cash Management Account. All Income in respect of the Portfolio Collateral and any payments in respect of associated Hedging Transactions, as well as any interest received from the reinvestment of such Income, shall be deposited directly into the Cash Management Account and shall be remitted by the Depository in accordance with the Depository Bank a deposit account owned byapplicable provisions of Sections 5(b), in the name 5(c), 5(d), 5(e), and 14(a)(i) of and under the sole control of Buyer with this Agreement. Repurchase Agreement $250MM Facility (b) With respect to which the Blocked Account Agreement shall have been executed (such account, together with any replacement or successor thereof, the “Blocked Account”). Seller shall cause all Income with respect to the Purchased Loans or other assets (if cash) delivered under Section 4 to be deposited in the Blocked Account no later than the next Business Day following its collection and receipt thereof. Simultaneously with the transfer of any Purchased Loan under Section 3Loans, Seller shall deliver to each Mortgagor Mortgagor, issuer of a participation or obligor (or the related collection account bank, as applicable), or the related lead lender or servicer borrower under a Purchased Loan an irrevocable direction letter in the form and substance satisfactory attached as Exhibit IX to Buyer this Agreement instructing such Person the Mortgagor, issuer of a participation or borrower to remit to the Blocked Account pay all amounts payable to Seller under the related Purchased Loan (unless such Mortgagor or obligor or related servicer or lender is already remitting payments to the Servicer, whereupon Seller shall direct Servicer to remit all such amounts into the Blocked Cash Management Account and service such payments in accordance with the Servicing Agreement and the provisions hereof) and shall provide to Buyer written proof of such delivery. If a Mortgagor Mortgagor, issuer of a participation or obligor (or the related collection account bank) or the related lead lender or servicer under a Purchased Loan borrower forwards any Income with respect to such a Purchased Loan to Seller rather than directly to the Blocked Cash Management Account, Seller shall (i) deliver an additional irrevocable direction letter to the applicable Person Mortgagor, issuer of a participation or borrower and make other commercially reasonable efforts to cause such Person Mortgagor, issuer of a participation or borrower to forward such amounts directly to the Blocked Cash Management Account and (ii) hold such amounts in trust for Buyer and immediately deposit in the Blocked Cash Management Account any such amounts. All Income in respect of amounts by not later than the Portfolio Loans, which may include payments in respect of associated Hedging Transactions, shall be deposited directly into, or, if applicable, remitted directly from the applicable underlying collection account to, the Blocked AccountBusiness Day after receipt thereof. (bc) So long as no Event of Default (other than with respect to Buyer) with respect to any Purchased Security or Purchased Loan shall have occurred and be continuing, all Income on deposit in (other than Principal Payments and net sale proceeds) received by the Blocked Account Depository in respect of the Portfolio Loans Collateral and the associated Hedging Transactions during each Collection Period shall be applied by the Buyer Depository on the related Remittance Date as follows: (i) first, to remit to Buyer an amount equal to the Price Differential which has accrued and is outstanding as of such Remittance Date; and (ii) second, to remit to Seller the remainder, if any. (d) So long as no Event of Default (other than with respect to Buyer) with respect to any Purchased Security or Purchased Loan shall have occurred, any Income received by the Depository constituting Principal Payments and any net sale proceeds in excess of the related Repurchase Price in respect of any Portfolio Collateral during each Collection Period shall be applied by the Depository on the related Remittance Date in the following order of priority: (i) first, to make a payment to Buyer in reduction of the Repurchase Price of the Purchased Securities or Purchased Loans in respect of which such Principal Payment has been received, until the Repurchase Price for such Purchased Securities or Purchased Loans has been reduced to the Target Price for such Purchased Securities or Purchased Loans, respectively as of the date of such payment (as determined by Buyer after giving effect to such Principal Payment); (ii) second, to make a payment on account of the Repurchase Price of any other Purchased Securities or Purchased Loans as to which the Repurchase Price exceeds the Target Price (for this purpose, making such payment in the order of those Purchased Securities or Purchased Loans with the largest to smallest excess of Repurchase Price over Target Price), until the aggregate Repurchase Price for all of such Purchased Securities or Purchased Loans has been reduced to the aggregate Target Price for all of the Purchased Securities or Purchased Loans, respectively as of the date of such payment (as determined by Buyer after giving effect to such Principal Payment and application of net sale proceeds); and Repurchase Agreement $250MM Facility (iii) third, to remit to Seller the remainder of such Principal Payment or net sale proceeds. (e) If an Event of Default (other than with respect to Buyer) shall have occurred and be continuing, all Income received by the Depository in respect of the Portfolio Collateral and the associated Hedging Transactions shall be applied by the Depository on the Business Day next following the Business Day on which such funds are deposited in the Cash Management Account as follows: (i) first, to remit to Buyer an amount equal to the Price Differential which has accrued and is outstanding in respect of all of the Transactions Purchased Securities and Purchased Loans as of such Business Day; (ii) second, to Buyer an amount equal to all Costs and other amounts payable by Seller and outstanding hereunder and under the other Transaction Documents (other than the Repurchase Price); (iii) third, if make a Principal Payment in respect of any Purchased Loan has been made during such Collection Period, payment to Buyer in respect on account of the Repurchase Price an amount equal to the greater of (i) the product of the amount of such Principal Payment multiplied by the Purchase Percentage Purchased Securities and (ii) such greater amount, such that after giving effect to such payment of the applicable Repurchase Price, the aggregate Repurchase Price of the Portfolio Purchased Loans is less than or equal to the Asset Base, as determined by Buyer after giving effect to such payment; (iv) fourth, during the Facility Extension Period, to Buyer the Extended Repurchase Monthly Amount; (v) fifth, during the Facility Extension Period, to Buyer in respect of the Aggregate Repurchase Price until the Aggregate Repurchase Price for all of the Purchased Securities and all of the Purchased Loans has been reduced to zero; and (viiii) sixththird, to remit to Seller the remainder, if any. If on any Remittance Date, the amounts deposited in the Blocked Account shall be insufficient to make the payments required under clauses (i) through (iv) of this Section 5(b), the same shall constitute an Event of Default hereunder. (c) If an Event of Default shall have occurred and be continuing, all Income on deposit in the Blocked Account in respect of the Purchased Loans and the associated Hedging Transactions shall be applied on the Business Day next following the Business Day on which such funds are deposited in the Blocked Account as follows: (i) first, to Buyer, an amount equal to the Price Differential which has accrued and is outstanding in respect of the Transactions as of such Business Day; (ii) second, to Buyer, all Costs and all other amounts payable by Seller and outstanding hereunder and under the other Transaction Documents (other than the Repurchase Price); (iii) third, to Buyer, an amount equal to the aggregate Repurchase Price of the Purchased Loans, until the Aggregate Repurchase Price for all of the Purchased Loans has been reduced to zero; and (iv) fourth, to Seller, the remainder. (d) If at any time during the term of any Transaction any Income is distributed to Seller or Seller has otherwise received such Income and has made a payment in respect of such Income to Buyer pursuant to this Section 5, and for any reason such amount is required to be returned by Buyer to an obligor under such Purchased Loan (either before or after the Repurchase Date), Buyer may provide Seller with notice of such required return, and Seller shall pay the amount of such required return to Buyer by 11:00 a.m., New York time, on the Business Day following Seller’s receipt of such notice. (e) Subject to the other provisions hereof, Seller shall be responsible for all Costs in respect of any Purchased Loans to the extent it would be so obligated if the Purchased Loans had not been sold to Buyer. Buyer shall provide Seller with notice of any Costs promptly upon receiving such notice, and Seller shall pay the amount of any Costs to Buyer by 11:00 a.m., New York time, on the later of (i) five (5) Business Days after Buyer has informed Seller that such amount is due under the Purchased Loan Documents and (ii) three (3) Business Days following Seller’s receipt of such notice.

INCOME PAYMENTS AND PRINCIPAL PAYMENTS. Paragraph 5 (a) The Cash Management Account shall be established at the Depository concurrently with the execution and delivery of this Agreement by Seller and Buyer. Buyer shall have sole dominion and control (including, without limitation, “control” within the meaning of Section 9-104(a) of the Agreement (“UCC) over the Cash Management Account. All Income Payments”) is hereby deleted in respect of the Purchased Assets, any payments in respect of associated Hedging Transactions with respect to any or all of the Purchased Assets, and replaced in its entirety any interest received from the reinvestment of such Income, shall be deposited directly into the Cash Management Account and shall be remitted by the following Depository in accordance with the applicable provisions of this Section 5:5 and Section 14(i) of this Agreement. (ab) On or before the date hereof, Seller and Buyer shall establish and maintain with the Depository Bank a deposit account owned by, in the name of and under the sole control of Buyer with respect to which the Blocked Account Agreement shall have been executed (such account, together with any replacement or successor thereof, the “Blocked Account”). Seller shall cause all Income with respect to the Purchased Loans or other assets (if cash) delivered under Section 4 to be deposited in the Blocked Account no No later than the next Business Day following its collection and receipt thereof. Simultaneously with the transfer of any Purchased Loan under Section 3Initial Purchase Date, Seller shall deliver to each Mortgagor or obligor (or Servicer, a Servicer Acknowledgement in the related collection account bankform attached hereto as Exhibit X to this Agreement, as applicable)instructing the Servicer to deposit Income collected in respect of the Purchased Assets in the Cash Management Account, or and to service the related lead lender or servicer under a Purchased Loan an irrevocable direction letter in form and substance satisfactory to Buyer instructing such Person to remit Assets pursuant to the Blocked Account all amounts payable to Seller under the related Purchased Loan (unless such Mortgagor or obligor or related servicer or lender is already remitting payments to the Servicer, whereupon Seller shall direct Servicer to remit all such amounts into the Blocked Account and service such payments in accordance with the Servicing Agreement and the provisions hereof) and shall provide to Buyer written proof of such deliveryAgreement. If a Mortgagor or obligor (or the related collection account bank) or the related lead lender or servicer under a Purchased Loan Servicer forwards any Income with respect to such a Purchased Loan Asset to Seller rather than directly to the Blocked Cash Management Account, Seller shall (i) deliver redeliver an additional irrevocable direction letter executed copy of the Servicer Acknowledgement to the applicable Person Servicer and make other commercially reasonable efforts to cause such Person Servicer to forward such amounts directly to the Blocked Cash Management Account and (ii) hold such amounts in trust for Buyer and immediately deposit in the Blocked Cash Management Account any such amounts. All Income in respect of the Portfolio Loans, which may include payments in respect of associated Hedging Transactions, shall be deposited directly into, or, if applicable, remitted directly from the applicable underlying collection account to, the Blocked Account. (bc) On each Remittance Date, Seller shall pay to the Buyer an amount equal to the Price Differential which has accrued during the related Pricing Rate Period for the related Transactions to the extent not paid pursuant to either of the Sections 5(d)(i) below. (d) So long as no Default or Event of Default shall have occurred and be continuing, all Income on deposit in and Principal Payments received by the Blocked Account Depository in respect of the Portfolio Loans Purchased Assets and the associated Hedging Transactions (if any) during each Collection Period shall be applied by the Buyer Depository on the related Remittance Date as follows: (i) first, to remit to Buyer an amount equal to the Price Differential which has accrued and is outstanding in respect of all of the Transactions Purchased Assets as of such Business Daythe close of the related Pricing Rate Period; (ii) second, to remit to Buyer an amount equal to all Costs and other amounts payable by Seller and outstanding hereunder and under any premium or accrued interest included in the other Transaction Documents (other than the Repurchase Price)Purchase Price for Purchased Assets; (iii) third, if a Principal Payment in respect of any Purchased Loan has been made during such Collection Period, to remit to Buyer in respect of the Repurchase Price an amount equal to the greater of any and all fees, costs and expenses, including, but not limited to, reasonable attorneys; fees and expenses and enforcement costs, due and owing by Seller to Buyer (ior any other Indemnified Party) the product of the amount as of such Principal Payment multiplied by the Purchase Percentage and (ii) such greater amount, such that after giving effect to such payment of the applicable Repurchase Price, the aggregate Repurchase Price of the Portfolio Loans is less than or equal to the Asset Base, as determined by Buyer after giving effect to such paymentRemittance Date; (iv) fourth, during the Facility Extension Period, to remit to Buyer (A) its proportionate share of any Principal Payment received by Seller with respect to a Purchased Asset, in an amount equal to the Extended product of (x) the amount of such Principal Payment received and (y) the Purchase Price Percentage or (B) if such Principal Payment reduces the Mortgagor’s obligations under the Mortgage Note to $0, the Repurchase Monthly Amount;Price of the Related Purchased Asset. (v) fifth, during the Facility Extension Periodif a Margin Deficit exists with respect to any Purchased Asset, to remit to Buyer an amount sufficient to eliminate such outstanding Margin Deficit (without limiting Seller’s obligation to satisfy a Margin Deficit in respect of the Aggregate Repurchase Price until the Aggregate Repurchase Price for all of the Purchased Loans has been reduced a timely manner as required pursuant to zero; andSection 4); (vi) sixth, to remit to Buyer to pay in full any other outstanding obligation of Seller then due and payable to Buyer or its Affiliates under this Agreement; (vii) seventh, all remaining Income shall be remitted to Seller. (e) Notwithstanding the remainderabove, if any. If to the extent a Principal Payment on a Purchased Asset in excess of $100,000 is received in the Cash Management Account on any Remittance Datedate, the amounts deposited Buyer shall direct the Depository to distribute such amount on the Business Day immediately succeeding notice to Buyer from Seller of deposit in immediately available funds of such amount in the Blocked Account shall be insufficient to make the payments required under clauses Cash Management Account, as follows: (i) through first, to remit to Buyer (A) its proportionate share of such Principal Payment, in an amount equal to the product of (x) the amount of such Principal Payment received and (y) the Purchase Price Percentage, together with accrued Price Differential on such proportionate share or (B) if such Principal Payment reduced the Mortgagor’s obligation under the Mortgage Note to $0, the Repurchase Price for the related Purchased Asset; (ii) second, if a Margin Deficit exists or would, upon the occurrence of such Principal Payment, exist with respect to any Purchased Asset, including the Purchased Asset that is the subject of such Principal Payment (after application of clause (i) above), to remit to Buyer an amount sufficient to eliminate such outstanding Margin Deficit (without limiting Seller’s obligation to satisfy a Margin Deficit in a timely manner as required pursuant to Section 4); (iii) third, to pay in full any obligations of Seller to Buyer, under this Agreement or any other Transaction Document, that was not paid when due on any prior Remittance Date; and (iv) of this Section 5(b)fourth, the same all remaining amounts shall constitute an Event of Default hereunderbe remitted to Seller. (cf) If an a Default or Event of Default shall have occurred and be continuing, all Income on deposit in (including all Principal Payments) received by the Blocked Account Depository in respect of the Purchased Loans Assets and the associated Hedging Transactions shall be applied by the Depository on the Business Day next following the Business Day on which such funds are deposited in the Blocked Cash Management Account as follows:follows (provided that Buyer may change the order and manner of any such application from time to time in Buyer’s sole and absolute discretion): (i) first, to Buyer, remit to Buyer an amount equal to the Price Differential which has accrued and is outstanding in respect of all of the Transactions Purchased Assets as of such Business DayRemittance Date; (ii) second, to Buyer, all Costs remit to Buyer an amount equal to any and all other amounts payable fees, costs and expenses, including, but not limited to, reasonable attorneys’ fees and expenses and enforcement costs, due and owing by Seller and outstanding hereunder and under the other Transaction Documents (other than the Repurchase Price)pursuant to this Agreement as of such Remittance Date; (iii) third, to Buyerremit to Depository and Custodian an amount equal to the depository and custodial fees due and payable; (iv) fourth, to remit to Buyer an amount equal to the aggregate Repurchase Price of all Purchased Assets, to the Purchased Loansextent not paid pursuant to the preceding clauses (i) through (iii) (to be applied in reduction of the aggregate Repurchase Price in such amounts, order and manner as determined by Buyer, until the Aggregate such Repurchase Price for all of the Purchased Loans has been reduced to zerozero (0)); (v) fifth, to remit to Buyer or its Affiliates to pay in full any other outstanding obligation of Seller to Buyer or its Affiliates; and (ivvi) fourthsixth, any remainder to Seller (g) Buyer is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all amounts held by Buyer or any Affiliate of Buyer and any other obligations at any time owing by Buyer or an Affiliate of Buyer to or for the credit or the account of Seller against any of or all the obligations of Seller now or hereafter existing under this Agreement irrespective of whether or not Buyer shall have made any demand under this Agreement (and without prior notice to Seller), whereupon such obligations owing by Buyer or its Affiliates to Seller shall, to the remainderextent (and only to the extent) of such set off actually made by Buyer, be discharged. Buyer shall use reasonable efforts to deliver prior notice to Guarantor and Seller before exercising the rights set forth in this Section 5(g), but the failure to do so shall not prevent Buyer from exercising such rights and shall not give rise to any claim by Guarantor or Seller against Buyer. The rights of Buyer under this Section 5(g) are in addition to other rights and remedies (including other rights of setoff) which Buyer may have. (dh) If at any time during At the term end of any Transaction any Income is distributed to Seller or Seller has otherwise received such Income each Collection Period and has made a payment in respect of such Income to Buyer pursuant to this Section 5, and for any reason such amount is required to be returned by Buyer to an obligor under such Purchased Loan (either before or after the Repurchase Date), Buyer may provide Seller with notice of such required return, and Seller shall pay the amount of such required return to Buyer by 11:00 a.m., New York time, on the Business Day following Seller’s receipt of such notice. (e) Subject prior to the other provisions hereofRemittance Date for such Collection Period, Seller shall be responsible provide to Buyer a statement and analysis of all Income for all Costs in respect of any Purchased Loans to the extent it would be so obligated if such period, indicating the Purchased Loans had not been sold Assets to Buyer. Buyer shall provide Seller which each element of Income relates and the amounts constituting interest on each Purchased Asset, Principal Payments on each Purchased Asset with notice of any Costs promptly upon receiving such notice, respect to each Purchased Asset and Seller shall pay the amount of any Costs to Buyer by 11:00 a.m., New York time, on the later of (i) five (5) Business Days after Buyer has informed Seller that such amount is due under the Purchased Loan Documents and (ii) three (3) Business Days following Seller’s receipt of such noticeother Income.

INCOME PAYMENTS AND PRINCIPAL PAYMENTS. Paragraph 5 of the Agreement (“Income Payments”) is hereby deleted and replaced in its entirety by the following provisions of this Section 5: (a) On or before the date hereof, Seller and Buyer Administrative Agent, on behalf of Xxxxxx, shall establish and maintain with the Depository Bank a deposit account owned by, in the name of Seller and under the sole control of Buyer Administrative Agent, on behalf of Buyers, with respect to which the Blocked Account Agreement shall have been executed (such account, together with any replacement or successor thereof, the “Blocked Account”). Seller shall cause all Income (minus Servicer fees, expenses and any additional amounts permitted to be retained by the Servicer pursuant to the Servicing Agreement) with respect to the Purchased Loans or other assets (if cash) delivered under Section 4 Assets to be deposited in the Blocked Account no later than Account. In furtherance of the next Business Day following its collection and receipt thereof. Simultaneously with the transfer of any Purchased Loan under Section 3foregoing, Seller shall deliver to each Mortgagor or obligor (or the related collection account bank, as applicable), or the related lead lender or servicer under a Purchased Loan an irrevocable direction letter in form and substance satisfactory to Buyer instructing such Person cause Servicer to remit to the Blocked Account all Income (minus Servicer fees, expenses and any additional amounts payable permitted to Seller under be retained by the related Purchased Loan (unless such Mortgagor or obligor or related servicer or lender is already remitting payments Servicer pursuant to the Servicer, whereupon Seller shall direct Servicer to remit all such amounts into the Blocked Account and service such payments in accordance with the Servicing Agreement and the provisions hereofAgreement) and shall provide to Buyer written proof of such delivery. If a Mortgagor or obligor (or the related collection account bank) or the related lead lender or servicer under a Purchased Loan forwards any Income with respect to such Purchased Loan to Seller rather than directly to the Blocked Account, Seller shall (i) deliver an additional irrevocable direction letter to the applicable Person and cause such Person to forward such amounts directly to the Blocked Account and (ii) hold such amounts in trust for Buyer and immediately deposit in the Blocked Account any such amounts. All Income received in respect of the Portfolio LoansPurchased Assets on the Servicer Remittance Date (as defined in the Servicing Agreement). All Income (minus Servicer fees, expenses and any additional amounts permitted to be retained by the Servicer pursuant to the Servicing Agreement ) in respect of the Purchased Assets, which may include payments in respect of associated Hedging Transactions, shall be deposited directly into, or, if applicable, remitted directly from the applicable underlying collection account to, the Blocked Account. (b) So long as no Unless an Event of Default shall have occurred and be continuing, on each Remittance Date, all Income on deposit in the Blocked Account in respect of the Portfolio Loans Purchased Assets and the associated Hedging Transactions during each Collection Period shall be applied by the Buyer on the related Remittance Date as follows: (i) first, to Buyer Administrative Agent, on behalf of Xxxxxx, an amount equal to the Price Differential which has accrued and is outstanding in respect of the Transactions as of such Business DayRemittance Date; (ii) second, to Buyer an amount equal to Administrative Agent, on behalf of Buyers, all Transaction Costs and all other amounts payable by Seller Xxxxxx and outstanding hereunder and under the other Transaction Documents (other than the Repurchase Price); (iii) third, if a Principal Payment in respect of any Purchased Loan Asset has been made during such the related Collection Period, to Buyer in respect Administrative Agent, on behalf of the Repurchase Price Buyers, an amount equal to the greater of (i) the product of the amount of such Principal Payment Payment, multiplied by the applicable Purchase Percentage and (ii) such greater amount, such that after giving effect to such payment of the applicable Repurchase Price, the aggregate Repurchase Price of the Portfolio Loans is less than or equal to the Asset Base, as determined by Buyer after giving effect to such paymentPercentage; (iv) fourth, during the Facility Extension Periodif a Margin Deficit shall exist with respect to one or more Purchased Assets, to Buyer Administrative Agent, on behalf of Buyers, an amount such that, after giving effect to such payment, the Extended Repurchase Monthly Amount;aggregate Purchase Price of such Purchased Assets is equal to the aggregate Asset Base Components of such Purchased Assets, as determined by Administrative Agent, on behalf of Buyers, after giving effect to such payment to the extent of remaining funds in the Blocked Account; and (v) fifth, during the Facility Extension Periodto Seller, to Buyer in respect of the Aggregate Repurchase Price until the Aggregate Repurchase Price for all of the Purchased Loans has been reduced to zero; and (vi) sixth, to remit to Seller the remainder, if any. If If, on any Remittance Date, the amounts deposited in the Blocked Account shall be insufficient to make the payments required under clauses (i) through (iviii) above of this Section 5(b), the same Seller shall constitute still be obligated to make such payments on such Remittance Date. (c) Unless an Event of Default hereundershall have occurred and be continuing, any unscheduled Principal Payment (including net sale proceeds) in respect of any Purchased Asset for which the Income thereof has been received by the Depository Bank during any Collection Period shall be applied, no later than two (2) Business Days after receipt in accordance with this subsection (c), as follows: (i) first, to Administrative Agent, on behalf of Buyers, an amount equal to the product of the amount of such Principal Payment multiplied by the Purchase Percentage; (ii) second, if a Margin Deficit shall exist with respect to one or more Purchased Assets, to Administrative Agent, on behalf of Buyers, to the extent of Income available after the payment made in accordance with Section 5(c)(i) above, an amount equal to the aggregate Margin Deficit until paid in full; and (iii) third, to Seller the remainder, if any. (cd) If an Event of Default shall have occurred and be continuing, all Income on deposit in the Blocked Account in respect of the Purchased Loans Assets and the associated Hedging Transactions shall be applied as determined in Administrative Agent, on the Business Day next following the Business Day on which such funds are deposited in the Blocked Account as follows: (i) firstbehalf of Buyers, sole discretion pursuant to Buyer, an amount equal to the Price Differential which has accrued and is outstanding in respect of the Transactions as of such Business Day; (ii) second, to Buyer, all Costs and all other amounts payable by Seller and outstanding hereunder and under the other Transaction Documents (other than the Repurchase PriceSection 14(b)(ii); (iii) third, to Buyer, an amount equal to the aggregate Repurchase Price of the Purchased Loans, until the Aggregate Repurchase Price for all of the Purchased Loans has been reduced to zero; and (iv) fourth, to Seller, the remainder. (de) If at any time during the term of any Transaction any Income is distributed to Seller with respect to the related Purchased Asset or Seller has otherwise received such Income and has made a payment in respect of such Income to Buyer Administrative Agent, on behalf of Buyers, pursuant to this Section 5, and for any reason such amount is required to be returned by any Buyer to an obligor under such Purchased Loan Asset (either before or after the Repurchase Date), Buyer such Buyer, may provide Seller and Administrative Agent with notice of such required return, and Seller shall pay the amount of such required return to such Buyer by 11:00 a.m., a.m. (New York time, ) on the Business Day following Seller’s receipt of such notice. (ef) Subject to the other provisions hereof, Seller shall be responsible for all Transaction Costs in respect of any Purchased Loans Assets to the extent it would be so obligated if the Purchased Loans Assets had not been sold to BuyerAdministrative Agent, on behalf of Buyers. Buyer Administrative Agent, on behalf of Buyers, shall provide Seller with notice of any Costs promptly upon receiving such noticeTransaction Costs, and Seller shall pay the amount of any Transaction Costs to Buyer Administrative Agent, on behalf of Buyers, by 11:00 a.m., a.m. (New York time, ) on the later of (i) five (5) Business Days after Buyer the date on which Administrative Agent, on behalf of Xxxxxx, has informed Seller that such amount is due under the Purchased Loan Asset Documents and (ii) three (3) Business Days following Seller’s receipt of such notice.

INCOME PAYMENTS AND PRINCIPAL PAYMENTS. Paragraph 5 of the Agreement (“Income Payments”) is hereby deleted and replaced in its entirety by the following provisions of this Section 5: (a) On or before The Collection Account shall be established at the date hereof, Depository concurrently with the execution and delivery of this Agreement by Seller and Buyer. Buyer shall establish have sole dominion and maintain with control over the Depository Bank a deposit account owned by, in the name of and under the sole control of Buyer with respect to which the Blocked Account Agreement shall have been executed (such account, together with any replacement or successor thereof, the “Blocked Collection Account”). Seller shall cause instruct the servicer to deposit all Income with respect to the Purchased Loans or other assets (if cash) delivered under Section 4 to be deposited in the Blocked Account no later than the next Business Day following its collection and receipt thereof. Simultaneously with the transfer of any Purchased Loan under Section 3, Seller shall deliver to each Mortgagor or obligor (or the related collection account bank, as applicable), or the related lead lender or servicer under a Purchased Loan an irrevocable direction letter in form and substance satisfactory to Buyer instructing such Person to remit to the Blocked Account all amounts payable to Seller under the related Purchased Loan (unless such Mortgagor or obligor or related servicer or lender is already remitting payments to the Servicer, whereupon Seller shall direct Servicer to remit all such amounts into the Blocked Account and service such payments in accordance with the Servicing Agreement and the provisions hereof) and shall provide to Buyer written proof of such delivery. If a Mortgagor or obligor (or the related collection account bank) or the related lead lender or servicer under a Purchased Loan forwards any Income with respect to such Purchased Loan to Seller rather than directly to the Blocked Account, Seller shall (i) deliver an additional irrevocable direction letter to the applicable Person and cause such Person to forward such amounts directly to the Blocked Account and (ii) hold such amounts in trust for Buyer and immediately deposit in the Blocked Account any such amounts. All Income in respect of the Portfolio LoansPurchased Assets, which may include as well as any payments in respect of associated Hedging Transactions, into the Collection Account within one (1) Business Day of receipt. The amounts on deposit in the Collection Account shall be deposited directly into, or, if applicable, remitted directly from by the Depository in accordance with the Depository Agreement and the applicable underlying collection account toprovisions of Sections 4(b), 4(c), 4(d), 4(e) and 14 of this Agreement. Seller shall direct the Blocked Accountservicer to remit all payments to Depository until such time as Buyer directs the related payor otherwise. If any payments are made by the related payor to Seller after the Purchase Date, or in the event that Seller receives any payments in respect of associated Hedging Transactions after the Purchase Date, Seller shall wire such payments to the Collection Account with the Depository within one (1) Business Day of receipt. (b) So long as an Event of Default hereunder shall not have occurred and be continuing and so long as such action would not result in the creation of a Margin Deficit, all Income received by the Depository in respect of the Purchased Assets and the associated Hedging Transactions shall be paid on the Business Day next following the Business Day on which such funds are deposited in the Collection Account, (i) first, to Buyer in an amount equal to the Buyer's Pro Rata Amount thereof, (ii) second, to Buyer in an amount equal to the Price Differential which has accrued and is outstanding and (iii) third, subject to Section 3(a) hereof, to Seller in an amount equal to the remainder of such Income on such Business Day. (c) So long as no Event of Default shall have occurred and be continuing, and in the event that a Margin Deficit exists with respect to the Purchased Assets, then until Seller cures such Margin Deficit, all Income on deposit in received by the Blocked Account Depository in respect of the Portfolio Loans Purchased Assets and the associated Hedging Transactions during each Collection Period shall be applied by the Depository, pursuant to written instructions provided by Buyer to the Depository (with a copy to Seller), on the related Remittance Date Business Day next following the Business Day on which such funds are deposited in the Collection Account as follows: (i) first, if requested by Buyer in its instructions to the Depository, to remit to Buyer an amount equal to the Price Differential which has accrued and is outstanding in respect of all of the Transactions Purchased Assets as of such Business Day; (ii) second, to Buyer an amount transfer cash to Buyer, so that the product of the aggregate Market Value of the Purchased Assets (including any Additional Assets) and Buyer's Margin Ratio will at least equal to all Costs and other amounts payable by Seller and outstanding hereunder and under the other Transaction Documents (other than the Repurchase aggregate Outstanding Purchase Price);; and (iii) third, if a Principal Payment in respect of any Purchased Loan has been made during such Collection Period, to Buyer in respect of the Repurchase Price an amount equal to the greater of (i) the product of the amount of such Principal Payment multiplied by the Purchase Percentage and (ii) such greater amount, such that after giving effect to such payment of the applicable Repurchase Price, the aggregate Repurchase Price of the Portfolio Loans is less than or equal to the Asset Base, as determined by Buyer after giving effect to such payment; (iv) fourth, during the Facility Extension Period, to Buyer the Extended Repurchase Monthly Amount; (v) fifth, during the Facility Extension Period, to Buyer in respect of the Aggregate Repurchase Price until the Aggregate Repurchase Price for all of the Purchased Loans has been reduced to zero; and (vi) sixth, to remit to Seller the remainder, if any. If on any Remittance Date, the amounts deposited in the Blocked Account shall be insufficient to make the payments required under clauses (i) through (iv) of this Section 5(b), the same shall constitute an Event of Default hereunder. (cd) If an Event of Default shall have occurred and be continuing, all Income on deposit in (including all Principal Payments) received by the Blocked Account Depository in respect of the Purchased Loans Assets and the associated Hedging Transactions shall be applied by the Depository, pursuant to written instructions provided by Buyer to the Depository (with a copy to Seller), on the Business Day next following the Business Day on which such funds are deposited in the Blocked Collection Account as follows: (i) first, to Buyer, remit to Buyer an amount equal to the Price Differential which has accrued and is outstanding in respect of all of the Transactions Purchased Assets as of such Business Day; (ii) second, to Buyer, all Costs and all other amounts payable by Seller and outstanding hereunder and under make a payment to Buyer on account of the other Transaction Documents (other than the Repurchase Price); (iii) third, to Buyer, an amount equal to the aggregate Repurchase Outstanding Purchase Price of the Purchased Loans, Assets until the Aggregate Repurchase Outstanding Purchase Price for all of the Purchased Loans Assets has been reduced to zero; and (iii) third, to remit to Buyer an amount equal to any costs or expenses due and owing by Seller as of such Business Day; and (iv) fourth, to Seller, remit to Seller the remainder. (de) If Buyer is hereby authorized at any time during and from time to time, to the term fullest extent permitted by law, to set off and apply any and all funds of Seller (but not those of any Transaction Affiliate of Seller) held by Buyer or any Income is distributed of its Affiliates against any other obligations at any time owing to Buyer, or an Affiliate of Buyer, to or for the credit of the account of Seller against any of or all the obligations of Seller then due and payable under this Agreement, or under any other contract or agreement of Seller with Buyer or an Affiliate of Buyer, irrespective of whether or not Buyer shall have made any demand under this Agreement (but only upon prior notice to Seller), whereupon such obligations owing by Buyer or its Affiliates to Seller or Seller has otherwise received such Income and has made a payment in respect of such Income to Buyer pursuant to this Section 5shall, and for any reason such amount is required to be returned by Buyer to an obligor under such Purchased Loan (either before or after the Repurchase Date), Buyer may provide Seller with notice of such required return, and Seller shall pay the amount of such required return to Buyer by 11:00 a.m., New York time, on the Business Day following Seller’s receipt of such notice. (e) Subject to the other provisions hereof, Seller shall be responsible for all Costs in respect of any Purchased Loans to the extent it would be so obligated if (and only to the Purchased Loans had not been sold to Buyer. Buyer shall provide Seller with notice of any Costs promptly upon receiving such notice, and Seller shall pay the amount of any Costs to Buyer by 11:00 a.m., New York time, on the later of (iextent) five (5) Business Days after Buyer has informed Seller that such amount is due under the Purchased Loan Documents and (ii) three (3) Business Days following Seller’s receipt of such noticeset off actually made by Buyer, be discharged. The rights of Buyer under this Section are in addition to other rights and remedies (including other rights of setoff) which Buyer may have.

INCOME PAYMENTS AND PRINCIPAL PAYMENTS. Paragraph 5 of the Agreement (“Income Payments”) is hereby deleted and replaced in its entirety by the following provisions of this Section 5: (a) On or before The Collection Account shall be established at the date hereof, Depository concurrently with the execution and delivery of this Agreement by Seller and Buyer. Buyer shall establish have sole dominion and maintain with control over the Depository Bank a deposit account owned by, in the name of and under the sole control of Buyer with respect to which the Blocked Account Agreement shall have been executed (such account, together with any replacement or successor thereof, the “Blocked Collection Account”). Seller shall cause all Income with respect to instruct the Purchased Loans or other assets (if cash) delivered under Section 4 to be deposited in the Blocked Account no later than the next Business Day following its collection and receipt thereof. Simultaneously with the transfer of any Purchased Loan under Section 3, Seller shall deliver to each Mortgagor or obligor (or the related collection account bank, as applicable), or the related lead lender or servicer under a Purchased Loan an irrevocable direction letter in form and substance satisfactory to Buyer instructing such Person to remit to the Blocked Account all amounts payable to Seller under the related Purchased Loan (unless such Mortgagor or obligor or related servicer or lender is already remitting payments to the Servicer, whereupon Seller shall direct Servicer to remit deposit all such amounts into the Blocked Account and service such payments in accordance with the Servicing Agreement and the provisions hereof) and shall provide to Buyer written proof of such delivery. If a Mortgagor or obligor (or the related collection account bank) or the related lead lender or servicer under a Purchased Loan forwards any Income with respect to such Purchased Loan to Seller rather than directly to the Blocked Account, Seller shall (i) deliver an additional irrevocable direction letter to the applicable Person and cause such Person to forward such amounts directly to the Blocked Account and (ii) hold such amounts in trust for Buyer and immediately deposit in the Blocked Account any such amounts. All Income in respect of the Portfolio Purchased Loans, which may include as well as any payments in respect of associated Hedging Transactions, into the Collection Account within one (1) Business Day of receipt. The amounts on deposit in the Collection Account shall be deposited directly into, or, if applicable, remitted directly from by the Depository in accordance with the Depository Agreement and the applicable underlying collection account toprovisions of Sections 4(b), 4(c), 4(d), 4(e) and 16 of this Agreement. Seller shall direct the Blocked Servicer to remit all payments to Depository until such time as Buyer directs the borrower otherwise. If any payments are made by the borrower to Seller after the Purchase Date, or in the event that Seller receives any payments in respect of associated Hedging Transactions after the Purchase Date, Seller shall wire such payments to the Collection Account with the Depository within one (1) Business Day of receipt. (b) So long as an Event of Default hereunder shall not have occurred and be continuing and so long as such action would not result in the creation of a Margin Deficit, all Income received by the Depository in respect of the Purchased Loans and the associated Hedging Transactions shall be paid to Seller on the Business Day next following the Business Day on which such funds are deposited in the Collection Account. (bc) So long as no Event of Default shall have occurred and be continuing, and in the event that a Margin Deficit exists with respect to the Purchased Loans, then until Seller cures such Margin Deficit, all Income on deposit in received by the Blocked Account Depository in respect of the Portfolio Purchased Loans and the associated Hedging Transactions during each Collection Period shall be applied by the Buyer Depository on the related Remittance Date Business Day next following the Business Day on which such funds are deposited in the Collection Account as follows: (i) first, to remit to Buyer an amount equal to the Price Differential which has accrued and is outstanding in respect of all of the Transactions Purchased Loans as of such Business Day; (ii) second, to Buyer an amount transfer cash to Buyer, so that the product of the aggregate Market Value of the Purchased Loans (including any Additional Loans) and Buyer's Margin Ratio will at least equal to all Costs and other amounts payable by Seller and outstanding hereunder and under the other Transaction Documents (other than the Repurchase aggregate Outstanding Purchase Price);; and (iii) third, if a Principal Payment in respect of any Purchased Loan has been made during such Collection Period, to Buyer in respect of the Repurchase Price an amount equal to the greater of (i) the product of the amount of such Principal Payment multiplied by the Purchase Percentage and (ii) such greater amount, such that after giving effect to such payment of the applicable Repurchase Price, the aggregate Repurchase Price of the Portfolio Loans is less than or equal to the Asset Base, as determined by Buyer after giving effect to such payment; (iv) fourth, during the Facility Extension Period, to Buyer the Extended Repurchase Monthly Amount; (v) fifth, during the Facility Extension Period, to Buyer in respect of the Aggregate Repurchase Price until the Aggregate Repurchase Price for all of the Purchased Loans has been reduced to zero; and (vi) sixth, to remit to Seller the remainder, if any. If on any Remittance Date, the amounts deposited in the Blocked Account shall be insufficient to make the payments required under clauses (i) through (iv) of this Section 5(b), the same shall constitute an Event of Default hereunder. (cd) If an Event of Default shall have occurred and be continuing, all Income on deposit in (including all Principal Payments) received by the Blocked Account Depository in respect of the Purchased Loans and the associated Hedging Transactions shall be applied by the Depository on the Business Day next following the Business Day on which such funds are deposited in the Blocked Collection Account as follows: (i) first, to Buyer, remit to Buyer an amount equal to the Price Differential which has accrued and is outstanding in respect of all of the Transactions Purchased Loans as of such Business Day; (ii) second, to Buyer, all Costs and all other amounts payable by Seller and outstanding hereunder and under make a payment to Buyer on account of the other Transaction Documents (other than the Repurchase Price); (iii) third, to Buyer, an amount equal to the aggregate Repurchase Outstanding Purchase Price of the Purchased Loans, Loans until the Aggregate Repurchase Outstanding Purchase Price for all of the Purchased Loans has been reduced to zero; and (iii) third, to remit to Buyer an amount equal to any costs or expenses due and owing by Seller as of such Business Day; and (iv) fourth, to Seller, remit to Seller the remainder. (de) If Buyer is hereby authorized at any time during and from time to time, to the term fullest extent permitted by law, to set off and apply any and all amounts held by Buyer against any other obligations at any time owing to Buyer, or an Affiliate of Buyer to or for the credit or the account of Seller or a Subsidiary of Seller against any Transaction of or all the obligations of Seller now or hereafter existing under this Agreement irrespective of whether or not Buyer shall have made any Income is distributed demand under this Agreement (and without prior notice to Seller) and although such obligations may be unmatured, whereupon such obligations owing by Buyer or its Affiliates to Seller or Seller has otherwise received such Income and has made a payment in respect of such Income to Buyer pursuant to this Section 5its Subsidiaries shall, and for any reason such amount is required to be returned by Buyer to an obligor under such Purchased Loan (either before or after the Repurchase Date), Buyer may provide Seller with notice of such required return, and Seller shall pay the amount of such required return to Buyer by 11:00 a.m., New York time, on the Business Day following Seller’s receipt of such notice. (e) Subject to the other provisions hereof, Seller shall be responsible for all Costs in respect of any Purchased Loans to the extent it would be so obligated if (and only to the Purchased Loans had not been sold to Buyer. Buyer shall provide Seller with notice of any Costs promptly upon receiving such notice, and Seller shall pay the amount of any Costs to Buyer by 11:00 a.m., New York time, on the later of (iextent) five (5) Business Days after Buyer has informed Seller that such amount is due under the Purchased Loan Documents and (ii) three (3) Business Days following Seller’s receipt of such noticeset off actually made by Buyer, be discharged. The rights of Buyer under this Section are in addition to other rights and remedies (including other rights of setoff) which Buyer may have.

INCOME PAYMENTS AND PRINCIPAL PAYMENTS. Paragraph 5 of the Agreement (“Income Payments”) is hereby deleted and replaced in its entirety by the following provisions of this Section 5: (a) On or before The Cash Management Account shall be established and maintained by Seller at the date hereof, Seller and Depository. Buyer shall establish have sole dominion and maintain with control over the Depository Bank a deposit account owned byCash Management Account. All Available Income in respect of the Purchased Assets and any payments required to be made to Seller under any Seller Hedging Transaction, in shall be deposited by the name of Servicer (and under the sole control of Buyer with respect to which the Blocked Account Agreement shall have been executed (such account, together with any replacement or successor thereof, the “Blocked Account”). Seller shall cause all Income with respect to the Purchased Loans or other assets (if cash) delivered under Section 4 to be deposited in the Blocked Account no later than the next Business Day following its collection and receipt thereof. Simultaneously with the transfer of any Purchased Loan under Section 3, Seller shall deliver to each Mortgagor or obligor (or the related collection account bank, as applicable), or the related lead lender or servicer under a Purchased Loan an irrevocable direction letter in form and substance satisfactory to Buyer instructing such Person to remit to the Blocked Account all amounts payable to Seller under the related Purchased Loan (unless such Mortgagor or obligor or related servicer or lender is already remitting payments to the Servicer, whereupon Seller shall direct Servicer to remit all so deposit) directly into the Cash Management Account without any further action of Seller or Buyer. All such amounts transferred into the Blocked Cash Management Account and service such payments shall be remitted by the Depository in accordance with the Servicing Agreement and the applicable provisions hereofof Sections 5(d), 5(e), 5(f), 5(g) and 14(b)(iii) of this Agreement. (b) [Reserved]. (c) With respect to each Purchased Asset, Seller shall provide deliver, or cause to Buyer written proof of such deliverybe delivered to Buyer, a Redirection Letter. If a Mortgagor Mortgagor, the Servicer, borrower or other obligor (forwards any Income, or the related collection account bank) or the related lead lender or servicer a counterparty forwards any payment under a Purchased Loan forwards any Income Seller Hedging Transaction, with respect to such a Purchased Loan Asset to Seller or any of its Affiliates (including, without limitation, Guarantor, but excluding the Servicer in its capacity as servicer pursuant to the Servicing Agreement) rather than directly to the Blocked AccountServicer in its capacity as servicer pursuant to the Servicing Agreement, Seller shall (i) deliver an additional irrevocable direction letter Redirection Letter (with a copy to the applicable Person Buyer), and make other commercially reasonable efforts to cause such Person Mortgagor, the Servicer, borrower or other obligor to forward such amounts directly to the Blocked Account and Servicer in its capacity as servicer pursuant to the Servicing Agreement, (ii) hold such amounts in trust for the benefit of Buyer and immediately (iii) promptly (and in any event within two (2) Business Days after receipt of the same) deposit in the Blocked Cash Management Account any portion of such amounts. All Income in respect of the Portfolio Loans, which may include payments in respect of associated Hedging Transactions, shall be deposited directly into, or, if applicable, remitted directly from the applicable underlying collection account to, the Blocked Accountamounts constituting Available Income. (bd) So long as Provided that no Event of Cash Sweep Trigger Period shall have occurred and be continuing and provided further that no Material Default shall have occurred and be continuing, all Available Income in respect of the Purchased Assets (other than Principal Payments and the principal portion of net sale proceeds) received by the Servicer (or, without limiting any of the terms and provisions hereof, by Seller), together with all payments made by a counterparty under each Seller Hedging Transaction, if any, during each Collection Period and on deposit in the Blocked Cash Management Account in respect of on the Portfolio Loans and the associated Hedging Transactions during each Collection Period Remittance Date, shall be applied by the Buyer Depository on the related such Remittance Date as followsin the following order of priority: (i) first, to remit to (a) the Custodian an amount equal to any accrued and unpaid custodial fees and expenses and (b) the Depository and the Servicer an amount equal to the depository fee and the Qualified Servicing Expenses, if any, respectively, due and payable on such Remittance Date; (ii) second, to remit to Buyer an amount equal to the Price Differential which has accrued and is outstanding in respect of all Purchased Assets as of such Remittance Date; (iii) third, to remit to Buyer an amount equal to any unpaid fees, expenses and indemnity amounts due from Seller under the Transactions Transaction Documents (including, without limitation, any Make-Whole Fees due and payable); (iv) fourth, to make a payment to Buyer on account of any uncured Purchased Asset Margin Deficit, Facility Margin Deficit or Hotel Margin Deficit; (v) fifth, provided no Purchased Asset Margin Deficit, Facility Margin Deficit or Hotel Margin Deficit exists after giving effect to the payments in Section 5(d)(iv) above and provided further that Seller shall have otherwise complied with all of its obligations under Sections 4(b), (c), (d) and (e) hereof in respect of any Credit Event, to pay any due and unpaid Non-Qualified Servicing Expenses; and (vi) sixth, provided no Purchased Asset Margin Deficit, Facility Margin Deficit or Hotel Margin Deficit exists after giving effect to the payments in Section 5(d)(iv) above and provided further that Seller shall have otherwise complied with all of its obligations under Sections 4(b), (c), (d) and (e) hereof in respect of any Credit Event, to remit to Seller any remaining amounts as designated by Seller. (e) Provided that no Cash Sweep Trigger Period shall have occurred and be continuing and provided further that no Material Default shall have occurred and be continuing, any Principal Payment and the principal portion of net sale proceeds in respect of a Purchased Asset which is a portion of the Available Income received by the Servicer (or, without limiting any of the terms and provisions hereof, by Seller) during each Collection Period and on deposit in the Cash Management Account, shall be applied by the Depository on (x) the next following Remittance Date or (y) solely in the case of any single unscheduled Principal Payment in respect of a Purchased Asset which exceeds $1,000,000.00 (but not any other amounts then on deposit in the Cash Management Account), the next following Business Day, in either case, in the following order of priority: (i) first, to remit to (a) the Custodian an amount equal to any accrued and unpaid custodial fees and expenses and (b) the Depository and the Servicer an amount equal to the depository fee and the Qualified Servicing Expenses, if any, respectively, due and payable on such Remittance Date (in each case to the extent not paid pursuant to Section 5(d)(i) above); (ii) second, to remit to Buyer an amount equal to the Price Differential which has accrued and is outstanding in respect of all Purchased Assets as of such Remittance Date (to the extent not paid pursuant to Section 5(d)(ii) above); (iii) third, to make a payment to Buyer on account of the Purchase Price of the Purchased Assets in respect of which a Principal Payment (or principal portion of net sales proceeds) has been received in an amount equal to the product obtained by multiplying (a) the Applicable Amortization Percentage of the Purchased Assets in respect of which a Principal Payment (or principal portion of net sales proceeds) has been received by (b) the amount of such Principal Payment (or principal portion of net sales proceeds) (the “Required Amortization”); (iv) fourth, to remit to Buyer an amount equal to any unpaid fees, expenses and indemnity amounts due from Seller under the Transaction Documents (including, without limitation, any Make-Whole Fees due and payable) (to the extent not paid pursuant to Section 5(d)(iii) above); (v) fifth, to make a payment to Buyer on account of any uncured Purchased Asset Margin Deficit, Facility Margin Deficit or Hotel Margin Deficit remaining after giving effect to the payments in Section 5(d)(iv) above; (vi) sixth, provided no Purchased Asset Margin Deficit, Facility Margin Deficit or Hotel Margin Deficit exists after giving effect to the payments in Section 5(d)(iv) and Section 5(e)(v) above and provided further that Seller shall have otherwise complied with all of its obligations under Sections 4(b), (c), (d) and (e) hereof in respect of any Credit Event, to pay any due and unpaid Non-Qualified Servicing Expenses; and (vii) seventh, provided no Purchased Asset Margin Deficit, Facility Margin Deficit or Hotel Margin Deficit exists after giving effect to the payments in Section 5(d)(iv) and Section 5(e)(v) above and provided further that Seller shall have otherwise complied with all of its obligations under Sections 4(b), (c), (d) and (e) hereof in respect of any Credit Event, to remit to Seller the remainder of such Principal Payment or the principal portion of net sale proceeds. (f) Upon the occurrence and during the continuance of a Cash Sweep Trigger Period, so long as no Material Default shall have occurred and be continuing, all Available Income in respect of the Purchased Assets (including Principal Payments and the principal portion of net sale proceeds) received by the Servicer (or, without limiting any of the terms and provisions hereof, by Seller), together with all payments made by a counterparty under each Seller Hedging Transaction, if any, during each Collection Period and on deposit in the Cash Management Account shall be applied by the Depository on (x) the next following Remittance Date or (y) solely in the case of any single unscheduled Principal Payment in respect of a Purchased Asset which exceeds $1,000,000.00 (but not any other amounts then on deposit in the Cash Management Account), the next following Business Day, in either case, in the following order of priority: (i) first, to remit to (a) the Custodian an amount equal to any accrued and unpaid custodial fees and expenses and (b) the Depository and the Servicer an amount equal to the depository fee and the Qualified Servicing Expenses, if any, respectively, due and payable on such Remittance Date; (ii) second, to remit to Buyer an amount equal to the Price Differential which has accrued and is outstanding in respect of all Purchased Assets as of such Remittance Date; (iii) third, to make a payment to Buyer on account of the Purchase Price of the Purchased Assets in respect of which a Principal Payment (or principal portion of net sales proceeds) has been received in an amount equal to the Required Amortization; (iv) fourth, to remit to Buyer an amount equal to any unpaid fees, expenses and indemnity amounts due from Seller under the Transaction Documents (including, without limitation, any Make-Whole Fees due and payable); (v) fifth, to make a payment to Buyer on account of any uncured Purchased Asset Margin Deficit, Facility Margin Deficit or Hotel Margin Deficit; (vi) sixth, to be applied by Buyer to reduce the Repurchase Price of the Purchased Assets on a weighted average, pro rata basis until the Repurchase Price for all Purchased Assets has been reduced to zero; (vii) seventh, provided no Purchased Asset Margin Deficit, Facility Margin Deficit or Hotel Margin Deficit exists after giving effect to the payments in Section 5(f)(v) above and provided further that Seller shall have otherwise complied with all of its obligations under Sections 4(b), (c), (d) and (e) hereof in respect of any Credit Event, to pay any due and unpaid Non-Qualified Servicing Expenses; and (viii) eighth, provided no Purchased Asset Margin Deficit, Facility Margin Deficit or Hotel Margin Deficit exists after giving effect to the payments in Section 5(f)(v) above and provided further that Seller shall have otherwise complied with all of its obligations under Sections 4(b), (c), (d) and (e) hereof in respect of any Credit Event, to remit to Seller the remainder, if any. (g) Subject to Section 14 hereof, if a Material Default shall have occurred and be continuing, all Available Income (including Principal Payments and the principal portion of net sale proceeds) received by Buyer, the Servicer or the Depository, together with all payments made by a counterparty under each Seller Hedging Transaction, if any, in respect of the Purchased Assets during each Collection Period and on deposit in the Cash Management Account shall be applied by the Depository on the Business Day next following the Business Day on which such funds are deposited in the Cash Management Account in the following order of priority: (i) first, to remit to (a) the Custodian an amount equal to any accrued and unpaid custodial fees and expenses and (b) the Depository and the Servicer an amount equal to the depository fee and the Qualified Servicing Expenses, if any, respectively, due and payable as of such Business Day; (ii) second, to remit to Buyer an amount equal to the Price Differential which has accrued and is outstanding in respect of all Costs and other amounts payable by Seller and outstanding hereunder and under the other Transaction Documents (other than the Repurchase Price)Purchased Assets as of such Business Day; (iii) third, if to make a Principal Payment in respect of any Purchased Loan has been made during such Collection Period, payment to Buyer in respect on account of the Repurchase Price an amount equal to the greater of (i) the product of the amount of such Principal Payment multiplied by Purchased Assets until the Purchase Percentage and (ii) such greater amount, such that after giving effect to such payment of the applicable Repurchase Price, the aggregate Repurchase Price of the Portfolio Loans is less than or equal for all Purchased Assets has been reduced to the Asset Base, as determined by Buyer after giving effect to such paymentzero; (iv) fourth, during the Facility Extension Period, to remit to Buyer an amount equal to any unpaid fees, expenses and indemnity amounts due from Seller under the Extended Repurchase Monthly AmountTransaction Documents (including, without limitation, any Make-Whole Fees due and payable); (v) fifth, during the Facility Extension Period, to Buyer in respect of the Aggregate Repurchase Price until the Aggregate Repurchase Price for all of the Purchased Loans has been reduced to zeropay any due and unpaid Non-Qualified Servicing Expenses; and (vi) sixth, to remit to Seller the remainder, if any. If on any Remittance Date, the amounts deposited in the Blocked Account shall be insufficient to make the payments required under clauses (i) through (iv) of this Section 5(b), the same shall constitute an Event of Default hereunder. (ch) If an Event of Default shall have occurred All Underlying Purchased Asset Reserves must be held and be continuingapplied by the Servicer in accordance with Section 29 hereof, all Income on deposit in the Blocked Account in respect of the Purchased Loans Servicing Agreement and the associated Hedging Transactions shall be applied on the Business Day next following the Business Day on which such funds are deposited in the Blocked Account as follows: (i) first, to Buyer, an amount equal to the Price Differential which has accrued and is outstanding in respect of the Transactions as of such Business Day; (ii) second, to Buyer, all Costs and all other amounts payable by Seller and outstanding hereunder and under the other Transaction Documents (other than the Repurchase Price); (iii) third, to Buyer, an amount equal to the aggregate Repurchase Price of the applicable Purchased Loans, until the Aggregate Repurchase Price for all of the Purchased Loans has been reduced to zero; and (iv) fourth, to Seller, the remainderAsset Documents. (d) If at any time during the term of any Transaction any Income is distributed to Seller or Seller has otherwise received such Income and has made a payment in respect of such Income to Buyer pursuant to this Section 5, and for any reason such amount is required to be returned by Buyer to an obligor under such Purchased Loan (either before or after the Repurchase Date), Buyer may provide Seller with notice of such required return, and Seller shall pay the amount of such required return to Buyer by 11:00 a.m., New York time, on the Business Day following Seller’s receipt of such notice. (e) Subject to the other provisions hereof, Seller shall be responsible for all Costs in respect of any Purchased Loans to the extent it would be so obligated if the Purchased Loans had not been sold to Buyer. Buyer shall provide Seller with notice of any Costs promptly upon receiving such notice, and Seller shall pay the amount of any Costs to Buyer by 11:00 a.m., New York time, on the later of (i) five (5) Business Days after Buyer has informed Seller that such amount is due under the Purchased Loan Documents and (ii) three (3) Business Days following Seller’s receipt of such notice.

INCOME PAYMENTS AND PRINCIPAL PAYMENTS. Paragraph 5 of the Agreement (“Income Payments”) is hereby deleted and replaced in its entirety by the following provisions of this Section 5: (a) On or before The Collection Account shall be established at the Account Bank pursuant to the Account Control Agreement concurrently with the execution and delivery of this Agreement by Seller and Purchaser. The Collection Account shall be subject to the Account Control Agreement after the transfer thereof to the Account Bank pursuant to Article 5(b) below. Prior to the date hereof, Seller and Buyer shall establish and maintain with the Depository Bank a deposit account owned by, in Guarantor established the name of and under Concentration Account pursuant to the sole control of Buyer with respect to which the Blocked Concentration Account Agreement shall have been executed (such account, together with any replacement or successor thereof, for the “Blocked Account”). Seller shall cause all Income with respect to the Purchased Loans or other assets (if cash) delivered under Section 4 to be deposited in the Blocked Account no later than the next Business Day following its purpose of collection and receipt thereof. Simultaneously with concentrating certain remittances and other income relating to securitization, financing or repurchase transactions of the transfer of any Purchased Loan under Section 3, Seller shall deliver to each Mortgagor Guarantor or obligor its Affiliates. (or the related collection account bank, as applicable), or the related lead lender or servicer under a Purchased Loan an irrevocable direction letter in form and substance satisfactory to Buyer instructing such Person to remit to the Blocked Account all amounts payable to Seller under the related Purchased Loan (unless such Mortgagor or obligor or related servicer or lender is already remitting payments to the Servicer, whereupon Seller shall direct Servicer to remit all such amounts into the Blocked Account and service such payments in accordance with the Servicing Agreement and the provisions hereofb) and shall provide to Buyer written proof of such delivery. If a Mortgagor or obligor (or the related collection account bank) or the related lead lender or servicer under a Purchased Loan forwards any Income with respect to such Purchased Loan to Seller rather than directly to the Blocked Account, Seller shall (i) deliver an additional irrevocable direction letter to the applicable Person and cause such Person to forward such amounts directly to the Blocked Account and (ii) hold such amounts in trust for Buyer and immediately deposit in the Blocked Account any such amounts. All Income in respect of each Purchased Asset shall be remitted by Servicer directly into the Portfolio LoansConcentration Account. In the event that Seller, which may include payments Guarantor, Servicer or any Affiliate of the foregoing, receives any such Income, such party shall (and Servicer and Seller shall cause such party to) immediately remit such Income to the Concentration Account within two (2) Business Days of receipt thereof. In the event that the Concentration Account is terminated or ceases to exist, all Income in respect of associated Hedging Transactionseach Purchased Asset shall be remitted directly into the Collection Account. Within two (2) Business Days after any Income in respect of any Purchased Asset is deposited into the Concentration Account, Seller and Servicer shall cause all such Income in respect of the Purchased Assets, as well as any interest received from the reinvestment of such Income, on deposit in the Concentration Account to be deposited directly into, or, if applicable, remitted directly from the Concentration Account into the Collection Account in accordance with the Concentration Account Agreement, this Agreement and the Interim Servicing Agreement. All amounts on deposit in the Collection Account received by the Account Bank during the related Collection Period shall be remitted by the Account Bank in accordance with the applicable underlying collection account to, the Blocked Accountprovisions of Articles 5(c) and 5(d) of this Agreement. (bc) So long as no Event of Default shall have occurred and be continuing, all Income on deposit in received by the Blocked Account Bank in respect of the Portfolio Loans and the associated Hedging Transactions Purchased Assets during each Collection Period (net of fees and expenses then due and payable to the Account Bank and the Custodian pursuant to the Account Control Agreement and the Custodial Agreement, respectively) shall be applied by the Buyer Account Bank on the related Remittance Date as followsin the following order of priority: (i) first, to Buyer an amount equal Purchaser, to cure any outstanding Margin Deficits, up to the amount of any outstanding Margin Deficit Cure Amounts, to be applied to the Adjusted Purchase Price Differential which has accrued and is outstanding in respect of the Transactions as of such Business DayPurchased Assets pursuant to Article 5(f); (ii) second, to Buyer Purchaser, an amount equal to all Costs the unpaid portion of any amount that is then due and other amounts payable by the Seller and outstanding hereunder and under Article 4(d) hereof, to Purchaser to be applied to the other Transaction Documents (other than Adjusted Purchase Price of the Repurchase PricePurchased Assets pursuant to Article 5(f); (iii) third, if a Principal Payment in respect of any Purchased Loan has been made during such Collection Periodto Purchaser, to Buyer in respect of the Repurchase Price an amount equal to the greater of (i) the product of the amount all accrued and unpaid Purchase Price Differential as of such Principal Payment multiplied by the Purchase Percentage and (ii) such greater amount, such that after giving effect to such payment of the applicable Repurchase Price, the aggregate Repurchase Price of the Portfolio Loans is less than or equal to the Asset Base, as determined by Buyer after giving effect to such paymentRemittance Date; (iv) fourth, to the extent Principal Payments are received for a particular Purchased Asset, to Purchaser an amount equal to all remaining Principal Payments available after application of such Principal Payments pursuant to the foregoing clauses (i)-(iii) until the Adjusted Purchase Price of such Purchased Asset is reduced to zero (provided, for avoidance of doubt, that if Principal Payments are received for more than one Purchased Asset (each a “Paid Down Purchased Asset”), then the Adjusted Purchase Price of each Paid Down Purchased Asset shall be reduced in proportion to the amount of the Principal Payment received during the Facility Extension Period, then-applicable Collection Period remaining after application of such Principal Payments pursuant to Buyer the Extended Repurchase Monthly Amountforegoing clauses (i)-(iii) with respect to such Paid Down Purchased Asset until the Adjusted Purchase Price of such Paid Down Purchased Asset is reduced to zero); (v) fifth, during to the Facility Extension Periodextent Principal Payments are received for a particular Purchased Asset, to Buyer in respect Purchaser an amount equal to 40% of all remaining Principal Payments available after application of such Principal Payments pursuant to the Aggregate Repurchase Price until foregoing clauses (i)-(iv) to reduce the Aggregate Repurchase Adjusted Purchase Price for all of the each Purchased Loans has been reduced to zero; andAsset that is not a Paid Down Purchased Asset’s (each a “Non-Paid Down Purchased Asset”) on a pro rata basis (based on its Percentage Interest); (vi) sixth, to remit Purchaser, an amount equal to Seller any other amounts then due and payable to Purchaser or its Affiliates under any Transaction Document; and (vii) seventh, to Seller, the remainder, if any. If on any Remittance Date, the amounts deposited in the Blocked Account shall be insufficient to make the payments required under clauses (i) through (iv) of this Section 5(b), the same shall constitute an Event of Default hereunder. (cd) If an Event of Default shall have occurred and be continuing, all Income on deposit in received by the Blocked Account Bank in respect of a Purchased Asset (net of fees and expenses then due and payable to the Purchased Loans Account Bank and the associated Hedging Transactions Custodian pursuant to the Account Control Agreement and the Custodial Agreement, respectively) shall be applied by the Account Bank on the Business Day next following the Business Day on which such funds are deposited in the Blocked Collection Account as followsin the following order of priority: (i) first, to BuyerPurchaser, an amount equal to the all accrued and unpaid Purchase Price Differential which has accrued and is outstanding in respect of the Transactions as of such Business Day; (ii) second, to Buyerthe extent Principal Payments are received for a particular Purchased Asset, all Costs and all other amounts payable by Seller and outstanding hereunder and under to Purchaser to reduce the other Transaction Documents (other than the Repurchase Price)Adjusted Purchase Price of such Purchased Asset to zero; (iii) third, to BuyerPurchaser, an amount equal to the aggregate Repurchase Price of the reduce each Purchased LoansAsset’s Adjusted Purchase Price, until the Aggregate Repurchase Price for all of the Purchased Loans has been reduced pro rata (based on its Percentage Interest), to zero; and; (iv) fourth, to Purchaser, an amount equal to any other amounts then due and payable to Purchaser or its Affiliates under any Transaction Document; and (v) fifth, to Seller, the remainder. (d) If at any time during the term of any Transaction any Income is distributed to Seller or Seller has otherwise received such Income and has made a payment in respect of such Income to Buyer pursuant to this Section 5, and for any reason such amount is required to be returned by Buyer to an obligor under such Purchased Loan (either before or after the Repurchase Date), Buyer may provide Seller with notice of such required return, and Seller shall pay the amount of such required return to Buyer by 11:00 a.m., New York time, on the Business Day following Seller’s receipt of such noticeif any. (e) Subject Notwithstanding the insufficiency of the funds on deposit or otherwise received in the Collection Account, Seller’s obligation to make the payments required to be made under this Article 5 shall be absolute without regard to the other provisions hereof, Seller adequacy of available funds. (f) All Income paid to Purchaser pursuant to clauses (i) and/or (ii) of Article 5(c) shall be responsible for all Costs applied to the Adjusted Purchase Price of the Purchased Assets in respect of any Purchased Loans the following order and priority: (i) first, to the extent it would Principal Payments are received for a particular Purchased Asset, to the reduce the Adjusted Purchase Price of such Paid Down Purchased Asset to zero (provided, for avoidance of doubt, that if Principal Payments are received for more than one Purchased Asset, then the Adjusted Purchase Price of each Paid Down Purchased Asset shall be so obligated if the Purchased Loans had not been sold reduced in proportion to Buyer. Buyer shall provide Seller with notice of any Costs promptly upon receiving such notice, and Seller shall pay the amount of any Costs the Principal Payment received during the then-applicable Collection Period with respect to Buyer by 11:00 a.m.such Paid Down Purchased Asset (or, New York timewith respect to the application of Principal Payments pursuant to clause (ii) of Article 5(c), on the later after application of such Principal Payments pursuant to clause (i) five of Article 5(c)) until the Adjusted Purchase Price of such Paid Down Purchased Asset is reduced to zero; and provided further, that, if the amount due pursuant to clause (5i) Business Days after Buyer has informed Seller that such amount is due under the Purchased Loan Documents and or (ii) three of Article 5(c), respectively, is less than the aggregate amount of all Principal Payments received during such Collection Period, then the Principal Payments applied pursuant to such clause shall be applied among the Paid Down Purchased Assets pro rata based on the ratio of the Principal Payments received during such Collection Period with respect to the applicable Paid Down Purchased Asset to the aggregate amount of all Principal Payments received during such Collection Period); and (3ii) Business Days following Sellersecond, all Income remaining after application pursuant to the foregoing clause (i) shall be applied to reduce the Adjusted Purchase Price of each Non-Paid Down Purchased Asset to zero on a pro rata basis (based on each such Purchased Asset’s receipt of such noticePercentage Interest).

INCOME PAYMENTS AND PRINCIPAL PAYMENTS. Paragraph 5 of 4.1 The Cash Management Account shall be established at the Agreement (“Income Payments”) is hereby deleted Depository concurrently with the execution and replaced in its entirety by the following provisions delivery of this Section 5: (a) On or before the date hereof, Agreement by Seller and Buyer the Buyers. The Cash Management Account shall establish and maintain with the Depository Bank a deposit account owned by, be in the name of the Buyers’ designee and under the sole control of Buyer with respect to which the Blocked Account Agreement Buyers, through their designee, shall have been executed (such account, together with any replacement or successor thereof, sole dominion and control over the “Blocked Cash Management Account”). Seller shall cause all Income with in respect to of the Purchased Loans or other assets (if cash) delivered under Section 4 Assets and any payments in respect of associated Hedging Agreements to be deposited in the Blocked Account no later than the next Business Day following its collection and receipt thereof. Simultaneously with the transfer of any Purchased Loan under Section 3, Seller shall deliver to each Mortgagor or obligor (or the related collection account bank, as applicable), or the related lead lender or servicer under a Purchased Loan an irrevocable direction letter in form and substance satisfactory to Buyer instructing such Person to remit to the Blocked Account all amounts payable to Seller under the related Purchased Loan (unless such Mortgagor or obligor or related servicer or lender is already remitting payments to the Servicer, whereupon Seller shall direct Servicer to remit all such amounts directly into the Blocked Account and service such payments Cash Management Account. Such Income shall be remitted by the Depository in accordance with the Servicing applicable provisions of Sections 4.2 and 4.3 of this Agreement. 4.2 With respect to each Purchased Asset other than a CharterMac Serviced Purchased Loan, Seller shall deliver, or cause the Servicer to deliver, to each Mortgagor, issuer of a participation, borrower under a Purchased Loan, servicer or trustee in respect of a Purchased Security or other applicable party making payments on such Purchased Asset (each, as applicable, a “Payor”) an irrevocable redirection letter in the form attached as Exhibit VIII to this Agreement and instructing the provisions hereof) Payor to pay all Income under such Purchased Asset to the Cash Management Account and shall provide to the Buyer written proof of such delivery. If a Mortgagor or obligor (or the related collection account bank) or the related lead lender or servicer under a Purchased Loan Payor forwards any Income with respect to such a Purchased Loan Asset to Seller rather than directly to the Blocked Cash Management Account, Seller shall (i) deliver an additional irrevocable direction letter to the applicable Person such Payor and use its best efforts to cause such Person Payor to forward such amounts directly to the Blocked Cash Management Account and (ii) within two Business Days deposit in the Cash Management Account any such amounts and pending such delivery, hold such amounts in trust for Buyer and immediately deposit in the Blocked Account any such amountsBuyer. All Income in With respect of to each Purchased Loan that is a CharterMac Serviced Purchased Loan, (y) Seller shall, or shall cause the Portfolio Loans, which may include payments in respect of associated Hedging Transactions, shall be deposited directly into, or, if applicable, remitted directly from the applicable underlying collection account Servicer to, instruct the Blocked Accountrelevant Payor to pay all Income under such Purchased Loan to the Servicer and (z) Seller shall cause the Servicer to deposit any and all Income under such Purchased Loan into the Cash Management Account within two Business Days of its receipt thereof and pending such deposit, hold such amounts in trust for the Buyer. (ba) So For so long as no Event of Default shall have occurred and be continuing, all Income on deposit in (other than amounts consisting of unscheduled Principal Payments deposited into the Blocked Cash Management Account in respect of the Portfolio Loans Purchased Assets (expressly excluding any amounts which may from time to time be received by the Depository for the benefit of the holder of any asset which is not a Purchased Asset, including, without limitation, any participation or subparticipation interest that is related to a Purchased Asset but not included in the Purchased Asset acquired by the Buyer hereunder), and the payments under the associated Hedging Transactions Agreements during each Collection Period shall be applied paid by the Buyer Depository on the related Remittance Date as follows: (i) first, to Buyer remit payments then due to any Affiliated Hedge Counterparty under the Hedging Agreements, if any; (ii) second, to remit escrow payments that are senior to debt service in the Purchased Asset Documents and are not otherwise deducted from such Income prior to deposit in the Cash Management Account to Servicer, if any; (iii) third, to the Buyers the Allocated Portion of scheduled Principal Payments, if any; (iv) fourth, to remit to the Buyers an amount equal to the Price Differential which has accrued and is outstanding in respect of the Transactions as of such Business Day; (ii) second, to Buyer an amount equal to all Costs and other amounts payable by Seller and outstanding hereunder and under the other Transaction Documents (other than the Repurchase Price); (iii) third, if a Principal Payment in respect of any Purchased Loan has been made during such Collection Period, to Buyer in respect of the Repurchase Price an amount equal to the greater of (i) the product of the amount of such Principal Payment multiplied by the Purchase Percentage and (ii) such greater amount, such that after giving effect to such payment of the applicable Repurchase Price, the aggregate Repurchase Price of the Portfolio Loans is less than or equal to the Asset Base, as determined by Buyer after giving effect to such payment; (iv) fourth, during the Facility Extension Period, to Buyer the Extended Repurchase Monthly AmountRemittance Date; (v) fifth, during to remit to the Facility Extension Period, Buyers any other amounts due and payable to Buyer in respect of the Aggregate Repurchase Price until the Aggregate Repurchase Price for all of the Purchased Loans has been reduced to zero; andBuyers under this Agreement; (vi) sixth, to remit payments then due to Seller any counterparty (other than an Affiliated Hedge Counterparty) under the remainderHedging Agreements, if any. If on ; and (vii) seventh, to Seller any Remittance Date, the amounts deposited in the Blocked Account shall be insufficient to make the payments required under clauses remaining. (ib) through (iv) of this Section 5(b), the same shall constitute an For so long as no Event of Default hereundershall have occurred and be continuing, the Allocated Portion (subject to the proviso in the definition thereof) of any unscheduled Principal Payment made in respect of any Purchased Asset shall be paid by the Depository to the Buyer within one (1) Business Day of receipt thereof to be applied against the Repurchase Price for the applicable Purchased Asset, and the remainder of such unscheduled Principal Payment shall be paid to Seller within one (1) Business Day of receipt thereof. (c) If an Event of Default shall have occurred and be continuing, all Income on deposit in received by the Blocked Account Depository in respect of the Purchased Loans Assets (expressly excluding any amounts which may from time to time be received by the Depository for the benefit of the holder of any asset which is not a Purchased Asset, including, without limitation, any participation or subparticipation interest that is related to a Purchased Asset but not included in the Purchased Asset acquired by the Buyer hereunder) and the associated Hedging Transactions Agreements shall be applied by the Depository on the Business Day next following the Business Day on which such funds are deposited in the Blocked Cash Management Account as follows, each such payment to be allocated in the Buyers’ sole discretion among the Purchased Assets: (i) first, to Buyermake a payment to the Buyers on account of any and all costs and expenses, including, but not limited to, attorneys fees and expenses and enforcement costs and any other amounts (other than Repurchase Price) due and payable to the Buyers under the Agreement; (ii) second, to remit to the Buyers an amount equal to the Price Differential which has accrued and is outstanding in respect of all of the Transactions Purchased Assets as of such Business Day; (ii) second, to Buyer, all Costs and all other amounts payable by Seller and outstanding hereunder and under the other Transaction Documents (other than the Repurchase Price); (iii) third, to Buyer, an amount equal make a payment to the aggregate Buyers on account of the Repurchase Price of the all Purchased Loans, Assets until the Aggregate Repurchase Price for all of the Purchased Loans Assets has been reduced to zero; and (iv) fourth, to Sellerremit payments then due to any Affiliated Hedge Counterparty under the Hedging Agreements, if any; (v) fifth, to remit payments then due to any counterparty (other than an Affiliated Hedge Counterparty) under the Hedging Agreements, if any; and (vi) sixth, to remit to Seller the remainder. (d) If at any time during the term of any Transaction any Income is distributed to Seller or Seller has otherwise received such Income and has made a payment in respect of such Income to Buyer pursuant to this Section 5, and for any reason such amount is required to be returned by Buyer to an obligor under such Purchased Loan (either before or after the Repurchase Date), Buyer may provide Seller with notice of such required return, and Seller shall pay the amount of such required return to Buyer by 11:00 a.m., New York time, on the Business Day following Seller’s receipt of such notice. (e) Subject to the other provisions hereof, Seller shall be responsible for all Costs in respect of any Purchased Loans to the extent it would be so obligated if the Purchased Loans had not been sold to Buyer. Buyer shall provide Seller with notice of any Costs promptly upon receiving such notice, and Seller shall pay the amount of any Costs to Buyer by 11:00 a.m., New York time, on the later of (i) five (5) Business Days after Buyer has informed Seller that such amount is due under the Purchased Loan Documents and (ii) three (3) Business Days following Seller’s receipt of such notice.

INCOME PAYMENTS AND PRINCIPAL PAYMENTS. Paragraph 5 of the Agreement (“Income Payments”) is hereby deleted and replaced in its entirety by the following provisions of this Section 5: (a) On or before the date hereof, Seller and Buyer shall establish and maintain with the Depository Bank a deposit account owned by, in the name of Seller and under the sole control of Buyer with respect to which the Blocked Controlled Account Agreement shall have been executed (such account, together with any replacement or successor thereof, the “Blocked Controlled Account”). Seller shall cause all Income with respect to the Purchased Loans or other assets (if cash) delivered under Section 4 Assets to be deposited in the Blocked Account no later than Controlled Account. In furtherance of the next Business Day following its collection and receipt thereof. Simultaneously with the transfer of any Purchased Loan under Section 3foregoing, Seller shall deliver to each Mortgagor or obligor (or the related collection account bank, as applicable), or the related lead lender or servicer under a Purchased Loan an irrevocable direction letter in form and substance satisfactory to Buyer instructing such Person cause Servicer to remit to the Blocked Controlled Account all amounts payable to Seller under Income received in respect of the related Purchased Loan Assets within two (unless such Mortgagor or obligor or related servicer or lender is already remitting payments to the Servicer, whereupon Seller shall direct Servicer to remit all such amounts into the Blocked Account and service such payments in accordance with the Servicing Agreement and the provisions hereof2) and shall provide to Buyer written proof Business Days of such delivery. If a Mortgagor or obligor (or the related collection account bank) or the related lead lender or servicer under a Purchased Loan forwards any Income with respect to such Purchased Loan to Seller rather than directly to the Blocked Account, Seller shall (i) deliver an additional irrevocable direction letter to the applicable Person and cause such Person to forward such amounts directly to the Blocked Account and (ii) hold such amounts in trust for Buyer and immediately deposit in the Blocked Account any such amountsreceipt. All Income in respect of the Portfolio LoansPurchased Assets, which may include payments in respect of associated Hedging Transactions, shall be deposited directly into, or, if applicable, remitted directly from the applicable underlying collection account to, the Blocked Controlled Account. (b) So long as no Unless an Event of Default shall have occurred and be continuing, on each Remittance Date, Buyer shall cause Depository Bank to remit and apply all Income on deposit in the Blocked Controlled Account in respect of the Portfolio Loans Purchased Assets and the associated Hedging Transactions during each Collection Period shall be applied by the Buyer on the related Remittance Date as follows: (i) first, to Buyer Buyer, an amount equal to the Price Differential which has accrued and is outstanding in respect of the Transactions as of such Business DayRemittance Date; (ii) second, to Buyer an amount equal to Buyer, any accrued and unpaid Unused Fee and all Transaction Costs and all other amounts payable by Seller and outstanding hereunder and under the other Transaction Documents (other than the Repurchase Price); (iii) third, if a Principal Payment in respect of any Purchased Loan Asset has been made during such the related Collection Period, to Buyer in respect of the Repurchase Price an amount equal to the greater of (i) the product of the amount of such Principal Payment Payment, multiplied by the applicable Purchase Percentage and Percentage; (iiiv) fourth, if a Margin Deficit shall exist with respect to one or more Purchased Assets, to Buyer, an amount such greater amountthat, such that after giving effect to such payment of the applicable Repurchase Pricepayment, the aggregate Repurchase Purchase Price of such Purchased Assets is equal to the aggregate Asset Base Components of such Purchased Assets, as determined by Buyer after giving effect to such payment, to the extent of remaining funds in the Controlled Account; and (v) fifth, to Seller, the remainder, if any; provided that if, on any Remittance Date, the amounts deposited in the Controlled Account shall be insufficient to make the payments required under (i) through (iii) above of this Section 5(b), and Seller does not otherwise make such payments on such Remittance Date, the same shall constitute, subject to any applicable notice and cure periods provided herein (if any), an Event of Default hereunder. (c) Unless an Event of Default shall have occurred and be continuing, with respect to any unscheduled Principal Payment (including net sale proceeds) in respect of any Purchased Asset for which the Income thereof has been received by Depository Bank during any Collection Period, Buyer shall cause Depository Bank to remit and apply such payment, no later than two (2) Business Days after Buyer’s receipt of notice from Seller of its intent to apply such payment in accordance with this Section 5(c), as follows: (i) first, to Buyer, if a Margin Deficit shall exist, an amount such that, after giving effect to such payment, the aggregate Purchase Price of the Portfolio Loans Purchased Assets is less than or equal to the aggregate Asset BaseBase Components of such Purchased Assets, as determined by Buyer after giving effect to such payment; (ivii) fourth, during the Facility Extension Periodsecond, to Buyer Buyer, an amount equal to the Extended Repurchase Monthly Amount; (v) fifth, during the Facility Extension Period, to Buyer in respect product of the Aggregate Repurchase Price until amount of such Principal Payment multiplied by the Aggregate Repurchase Price for all of the Purchased Loans has been reduced to zeroapplicable Purchase Percentage; and (viiii) sixththird, to remit to Seller Seller, the remainder, if any. If on any Remittance Date, the amounts deposited in the Blocked Account shall be insufficient to make the payments required under clauses (i) through (iv) of this Section 5(b), the same shall constitute an Event of Default hereunder. (cd) If an Event of Default shall have occurred and be continuing, all Income on deposit in the Blocked Controlled Account in respect of the Purchased Loans Assets and the associated Hedging Transactions shall be applied on the Business Day next following the Business Day on which such funds are deposited as determined in the Blocked Account as follows: (i) first, Buyer’s sole discretion pursuant to Buyer, an amount equal to the Price Differential which has accrued and is outstanding in respect of the Transactions as of such Business Day; (ii) second, to Buyer, all Costs and all other amounts payable by Seller and outstanding hereunder and under the other Transaction Documents (other than the Repurchase PriceSection 14(b)(ii); (iii) third, to Buyer, an amount equal to the aggregate Repurchase Price of the Purchased Loans, until the Aggregate Repurchase Price for all of the Purchased Loans has been reduced to zero; and (iv) fourth, to Seller, the remainder. (de) If at any time during the term of any Transaction any Income is distributed to Seller with respect to the related Purchased Asset or Seller has otherwise received such Income and has made a payment in respect of such Income to Buyer pursuant to this Section 5, and for any reason such amount is required to be returned by Buyer to an obligor under such Purchased Loan Asset (either before or after the Repurchase Date), Buyer may provide Seller with notice of such required return, and Seller shall pay the amount of such required return to Buyer by 11:00 a.m., New York time, on the Business Day following Seller’s receipt of such notice. (ef) Subject to the other provisions hereof, Seller shall be responsible for all Transaction Costs in respect of any Purchased Loans Assets to the extent it would be so obligated if the Purchased Loans Assets had not been sold to Buyer. Buyer shall provide Seller with notice of any Costs promptly upon receiving such noticeTransaction Costs, and Seller shall pay the amount of any Transaction Costs to Buyer by 11:00 a.m., New York time, on the later of (i) five (5) Business Days after the date on which Buyer has informed Seller that such amount is due under the Purchased Loan Asset Documents and (ii) three (3) Business Days following Seller’s receipt of such notice.

INCOME PAYMENTS AND PRINCIPAL PAYMENTS. Paragraph 5 of the Agreement (“Income Payments”) is hereby deleted and replaced in its entirety by the following provisions of this Section 5: (a) On or before the date hereof, Seller and Buyer Administrative Agent, on behalf of Buyer, shall establish and maintain with the Depository Bank a deposit account owned by, in the name of Seller and under the sole control of Buyer Administrative Agent, on behalf of Buyer, with respect to which the Blocked Account Agreement shall have been executed (such account, together with any replacement or successor thereof, the “Blocked Account”). Seller shall cause all Income with respect to the Purchased Loans or other assets (if cash) delivered under Section 4 Assets to be deposited in the Blocked Account no later than Account. In furtherance of the next Business Day following its collection and receipt thereof. Simultaneously with the transfer of any Purchased Loan under Section 3foregoing, Seller shall deliver to each Mortgagor or obligor (or the related collection account bank, as applicable), or the related lead lender or servicer under a Purchased Loan an irrevocable direction letter in form and substance satisfactory to Buyer instructing such Person cause Servicer to remit to the Blocked Account all amounts payable to Seller under Income received in respect of the related Purchased Loan (unless such Mortgagor or obligor or related servicer or lender is already remitting payments to Assets within the Servicer, whereupon Seller shall direct Servicer to remit all such amounts into the Blocked Account and service such payments time periods specified in accordance with the Servicing Agreement and the provisions hereof) and shall provide to Buyer written proof of such delivery. If a Mortgagor or obligor (or the related collection account bank) or the related lead lender or servicer under a Purchased Loan forwards any Income with respect to such Purchased Loan to Seller rather than directly to the Blocked Account, Seller shall (i) deliver an additional irrevocable direction letter to the applicable Person and cause such Person to forward such amounts directly to the Blocked Account and (ii) hold such amounts in trust for Buyer and immediately deposit in the Blocked Account any such amountsAgreement. All Income in respect of the Portfolio LoansPurchased Assets, which may include payments in respect of associated Hedging Transactions, shall be deposited directly into, or, if applicable, remitted directly from the applicable underlying collection account to, the Blocked Account. (b) So long as no Event of Default shall have occurred and be continuing, all Income on deposit in the Blocked Account in respect of the Portfolio Loans and the associated Hedging Transactions during each Collection Period shall be applied by the Buyer on the related Remittance Date as follows: (i) first, to Buyer an amount equal to the Price Differential which has accrued and is outstanding in respect of the Transactions as of such Business Day; (ii) second, to Buyer an amount equal to all Costs and other amounts payable by Seller and outstanding hereunder and under the other Transaction Documents (other than the Repurchase Price); (iii) third, if a Principal Payment in respect of any Purchased Loan has been made during such Collection Period, to Buyer in respect of the Repurchase Price an amount equal to the greater of (i) the product of the amount of such Principal Payment multiplied by the Purchase Percentage and (ii) such greater amount, such that after giving effect to such payment of the applicable Repurchase Price, the aggregate Repurchase Price of the Portfolio Loans is less than or equal to the Asset Base, as determined by Buyer after giving effect to such payment; (iv) fourth, during the Facility Extension Period, to Buyer the Extended Repurchase Monthly Amount; (v) fifth, during the Facility Extension Period, to Buyer in respect of the Aggregate Repurchase Price until the Aggregate Repurchase Price for all of the Purchased Loans has been reduced to zero; and (vi) sixth, to remit to Seller the remainder, if any. If on any Remittance Date, the amounts deposited in the Blocked Account shall be insufficient to make the payments required under clauses (i) through (iv) of this Section 5(b), the same shall constitute an Event of Default hereunder. (c) If Unless an Event of Default shall have occurred and be continuing, on each Remittance Date, all Income (other than Principal Payments) in respect of the Purchased Assets and the associated Hedging Transactions received by Depository Bank during the Collection Period and on deposit in the Blocked Account in respect of the Purchased Loans and the associated Hedging Transactions shall be applied on the Business Day next following the Business Day on which such funds are deposited in the Blocked Account as follows: (i) first, to remit to Servicer an amount equal to any unpaid Qualified Servicing Expenses (to the extent not retained by such Servicer), if any, due and payable on such Remittance Date; (ii) second, to Administrative Agent, on behalf of Buyer, an amount equal to the Price Differential which has accrued and is outstanding in respect of the Transactions as of such Business DayRemittance Date; (iiiii) secondthird, (A) to Administrative Agent, any accrued and unpaid fees due and payable by Seller in accordance with the Transaction Documents and (B) to Administrative Agent, on behalf of Buyer, all Transaction Costs and all other amounts payable by Seller and outstanding hereunder and under the other Transaction Documents (other than the Repurchase Price); (iiiiv) thirdfourth, to Administrative Agent, on behalf of Buyer, the amount of any then unpaid Mandatory Prepayment (as adjusted, if applicable, by the Prepayment Percentage), to the extent of remaining funds available in the Blocked Account; and (v) fifth, to Seller, the remainder, if any for its own account. If, on any Remittance Date, the amounts deposited in the Blocked Account shall be insufficient to make the payments required under (ii) and (iii)(A) above of this Section 5(b), and Seller does not otherwise make such payments on such Remittance Date, the same shall constitute an Event of Default hereunder. (c) Unless an Event of Default shall have occurred and be continuing, any Principal Payment (including net sales proceeds (i.e., after payment of the applicable Release Repurchase Price), prepayments and principal payments at maturity) in respect of any Purchased Asset received by Servicer and remitted by the Servicer to the Blocked Account pursuant to the Servicing Agreement shall be applied as soon as practicable thereafter (but in no event later than two (2) Business Days after deposit in the Blocked Account) as follows: (i) first, to Administrative Agent, on behalf of Buyer, an amount equal to the aggregate Repurchase product of the amount of such Principal Payment multiplied by the applicable Purchase Price Percentage (adjusted, if applicable, by the Prepayment Percentage), which amount shall be applied by Administrative Agent, on behalf of Buyer, to reduce the Purchase Price of the applicable Purchased LoansAsset(s); (ii) second, until (A) to Administrative Agent, on behalf of Buyer, an amount equal to the Aggregate Repurchase Price for all Differential which has accrued and is outstanding in respect of the Purchased Loans has been amount of the Purchase Price reduced in accordance with clause (i) above and (B) to zero; andAdministrative Agent, any accrued and unpaid fees due and payable by Seller in accordance with the Transaction Documents in respect of the amount of the Purchase Price reduced in accordance with clause (i) above; (iii) third, to Administrative Agent, on behalf of Buyer, the amount of any then unpaid Mandatory Prepayment (adjusted, if applicable, by the Prepayment Percentage), to the extent of remaining Principal Payments available in the Blocked Account; (iv) fourth, if a Sequential Pay Trigger Event is continuing, to Administrative Agent, on behalf of Buyer, all remaining Principal Payments until the Aggregate Repurchase Price and all other Repurchase Obligations have been reduced to zero (with any such reductions to be applied to reduce the Purchase Prices of the Purchased Assets, pro rata); and (v) fifth, to Seller, the remainder, if any for its own account. (d) If an Event of Default shall have occurred and be continuing, all Income on deposit in the Blocked Account in respect of the Purchased Assets and the associated Hedging Transactions shall be applied as determined in Administrative Agent’s sole discretion pursuant to Section 14(b)(ii). (e) If at any time during the term of any Transaction any Income is distributed to Seller with respect to the related Purchased Asset or Seller has otherwise received such Income and has made a payment in respect of such Income to Buyer Administrative Agent, on behalf of Buyer, pursuant to this Section 5, and for any reason such amount is required to be returned by Administrative Agent or Buyer to an obligor under such Purchased Loan Asset (either before or after the Repurchase Date), Buyer Administrative Agent, on behalf of Buyer, may provide Seller with notice of such required return, and Seller shall pay the amount of such required return to Buyer Administrative Agent, on behalf of Buyer, by 11:00 a.m., a.m. (New York time, ) on the Business Day following Seller’s receipt of such notice. (e) Subject to the other provisions hereof, Seller shall be responsible for all Costs in respect of any Purchased Loans to the extent it would be so obligated if the Purchased Loans had not been sold to Buyer. Buyer shall provide Seller with notice of any Costs promptly upon receiving such notice, and Seller shall pay the amount of any Costs to Buyer by 11:00 a.m., New York time, on the later of (i) five (5) Business Days after Buyer has informed Seller that such amount is due under the Purchased Loan Documents and (ii) three (3) Business Days following Seller’s receipt of such notice.

INCOME PAYMENTS AND PRINCIPAL PAYMENTS. Paragraph 5 of the Agreement (“Income Payments”) is hereby deleted and replaced in its entirety by the following provisions of this Section 5: (a) On or before The Collection Account shall be established at the date hereof, Depository concurrently with the execution and delivery of this Agreement by Seller and Buyer. Buyer shall establish have sole dominion and maintain with control over the Depository Bank a deposit account owned by, in the name of and under the sole control of Buyer with respect to which the Blocked Account Agreement shall have been executed (such account, together with any replacement or successor thereof, the “Blocked Collection Account”). Seller shall cause all Income with respect to the Purchased Loans or other assets (if cash) delivered under Section 4 to be deposited in the Blocked Account no later than the next Business Day following its collection and receipt thereof. Simultaneously with the transfer of any Purchased Loan under Section 3, Seller shall deliver to each Mortgagor or obligor (or the related collection account bank, as applicable), or the related lead lender or servicer under a Purchased Loan an irrevocable direction letter in form and substance satisfactory to Buyer instructing such Person to remit to the Blocked Account all amounts payable to Seller under the related Purchased Loan (unless such Mortgagor or obligor or related servicer or lender is already remitting payments to the Servicer, whereupon Seller shall direct Servicer to remit all such amounts into the Blocked Account and service such payments in accordance with the Servicing Agreement and the provisions hereof) and shall provide to Buyer written proof of such delivery. If a Mortgagor or obligor (or the related collection account bank) or the related lead lender or servicer under a Purchased Loan forwards any Income with respect to such Purchased Loan to Seller rather than directly to the Blocked Account, Seller shall (i) deliver an additional irrevocable direction letter to the applicable Person and cause such Person to forward such amounts directly to the Blocked Account and (ii) hold such amounts in trust for Buyer and immediately deposit in the Blocked Account any such amounts. All Income in respect of the Portfolio Purchased Loans, which may include as well as any payments in respect of associated Hedging Transactions, shall be deposited directly into, or, if applicable, into the Collection Account by the related servicer and shall be remitted directly from by the Depository in accordance with the Depository Agreement and the applicable underlying collection account toprovisions of Sections 5(b), 5(c), 5(d), 5(e), 5(f) and 15 of this Agreement. Buyer and Seller shall direct the Blocked Accountservicer in writing to remit all payments to Depository until such time as Buyer directs the servicer otherwise. (b) So long as no Event of Default shall have occurred and be continuing, and no Margin Deficit exists with respect to the Purchased Loans, all Income on deposit in received by the Blocked Account Depository in respect of the Portfolio Purchased Loans and the associated Hedging Transactions during each Collection Period shall be applied by the Buyer Depository on the related Remittance Date as follows: (i) first, to remit to Buyer an amount equal to the Price Differential which has accrued and is outstanding as of such Remittance Date; (ii) second, to remit to Buyer an amount equal to any premium or accrued interest included in the Purchase Price for the Purchased Loans; (iii) third, with respect to each Purchased Loan, to remit to Buyer an amount equal to the product of the Buyer's Margin Ratio in respect of such Purchased Loan and the remaining Income in respect of such Purchased Loan; and (iv) fourth, to remit to Seller the remainder, if any. (c) If a Margin Deficit exists with respect to the Purchased Loans, then until Seller cures such Margin Deficit and so long as no Event of Default shall have occurred and be continuing, all Income received by the Depository in respect of the Purchased Loans and the associated Hedging Transactions shall be applied by the Depository on the Business Day next following the Business Day on which such funds are deposited in the Collection Account as follows: (i) first, to remit to Buyer an amount equal to the Price Differential which has accrued and is outstanding in respect of all of the Transactions Purchased Loans as of such Business Day; (ii) second, to Buyer an amount transfer cash to Buyer, so that the cash plus the product of the aggregate Market Value of the Purchased Loans (including any Additional Assets) and the Buyer's Margin Ratio will at least equal to all Costs and other amounts payable by Seller and the aggregate outstanding hereunder and under the other Transaction Documents (other than the Repurchase Price); (iii) third, if a Principal Payment in with respect of any to each Purchased Loan has been made during such Collection PeriodLoan, to remit to Buyer in respect of the Repurchase Price an amount equal to the greater product of the Buyer's Margin Ratio in respect of such Purchased Loan and the remaining Income in respect of such Purchased Loan; and (iii) fourth, to remit to Seller the remainder, if any. (d) If an Event of Default shall have occurred and be continuing, all Income (including all Principal Payments) received by the Depository in respect of the Purchased Loans and the associated Hedging Transactions shall be applied by the Depository on the Business Day next following the Business Day on which such funds are deposited in the Collection Account as follows: (i) first, to remit to Buyer an amount equal to the product Price Differential which has accrued and is outstanding in respect of all of the amount Purchased Loans as of such Principal Payment multiplied by the Purchase Percentage and Business Day; (ii) such greater amountsecond, such that after giving effect to such make a payment to Buyer on account of the applicable Repurchase Price, the aggregate Repurchase Price of the Portfolio Purchased Loans is less than or equal to the Asset Base, as determined by Buyer after giving effect to such payment; (iv) fourth, during the Facility Extension Period, to Buyer the Extended Repurchase Monthly Amount; (v) fifth, during the Facility Extension Period, to Buyer in respect of the Aggregate Repurchase Price until the Aggregate Repurchase Price for all of the Purchased Loans has been reduced to zero; and (viiii) sixththird, to remit to Seller the remainder, if any. If on any Remittance Date, the amounts deposited in the Blocked Account shall be insufficient to make the payments required under clauses (i) through (iv) of this Section 5(b), the same shall constitute an Event of Default hereunder. (c) If an Event of Default shall have occurred and be continuing, all Income on deposit in the Blocked Account in respect of the Purchased Loans and the associated Hedging Transactions shall be applied on the Business Day next following the Business Day on which such funds are deposited in the Blocked Account as follows: (i) first, to Buyer, Buyer an amount equal to the Price Differential which has accrued any costs or expenses due and is outstanding in respect of the Transactions owing by Seller as of such Business Day; (ii) second, to Buyer, all Costs and all other amounts payable by Seller and outstanding hereunder and under the other Transaction Documents (other than the Repurchase Price); (iii) third, to Buyer, an amount equal to the aggregate Repurchase Price of the Purchased Loans, until the Aggregate Repurchase Price for all of the Purchased Loans has been reduced to zero; and (iv) fourth, to Seller, remit to Seller the remainder. , subject to (df) If at any time during the term of any Transaction any Income is distributed to Seller or Seller has otherwise received such Income and has made a payment in respect of such Income to Buyer pursuant to this Section 5, and for any reason such amount is required to be returned by Buyer to an obligor under such Purchased Loan (either before or after the Repurchase Date), Buyer may provide Seller with notice of such required return, and Seller shall pay the amount of such required return to Buyer by 11:00 a.m., New York time, on the Business Day following Seller’s receipt of such noticebelow. (e) Subject to Any provisions contained herein notwithstanding, any principal prepayments received by the other provisions hereof, Seller shall be responsible for all Costs Depository in respect of any Purchased Loans to the extent it would be so obligated if the Purchased Loans had not been sold shall be remitted to BuyerBuyer and held by Buyer as though such principal prepayments were Additional Assets. Unless Buyer shall provide Seller with notice of otherwise consent, any Costs promptly upon receiving such noticeprincipal prepayments shall not be used to reduce the Repurchase Price until the next succeeding Reset Date, when such prepayment shall be applied to reduce the Repurchase Price. (f) Buyer is hereby authorized at any time and Seller shall pay the amount of any Costs from time to Buyer by 11:00 a.m., New York time, on to the later of fullest extent permitted by law, to set off and apply (i) five (5) Business Days after any and all amounts held by Buyer has informed Seller that such amount is due under the Purchased Loan Documents and (ii) three the outstanding amount permitted under Section 13(s) of this Agreement from time to time due to Seller from an Affiliate, against any or all of the obligations of Seller now or hereafter existing under this Agreement irrespective of whether or not Buyer shall have made any demand under this Agreement (3and without prior notice to Seller) Business Days following Seller’s receipt and although such obligations may be unmatured, whereupon such obligations owing by Buyer to Seller shall, to the extent (and only to the extent) of such noticeset off actually made by Buyer, be discharged. The rights of Buyer under this Section are in addition to other rights and remedies (including other rights of setoff) which Buyer may have.

INCOME PAYMENTS AND PRINCIPAL PAYMENTS. Paragraph 5 of the Agreement (“Income Payments”) is hereby deleted and replaced in its entirety by the following provisions of this Section 5: (a) On or before The Cash Management Account shall be established at the date hereof, Depository concurrently with the execution and delivery of this Agreement by Seller and Buyer. Buyer shall establish have sole dominion and maintain with control over the Depository Bank a deposit Cash Management Account, which shall be an interest-bearing account owned by, in the name of and under the sole control of Buyer with respect as to which the Blocked Seller has "view only" rights. All Income in respect of the Portfolio Collateral and any payments in respect of associated Hedging Transactions, as well as any interest received from the reinvestment of such Income, shall be deposited directly into the Cash Management Account Agreement and shall have been executed be remitted by the Depository in accordance with the applicable provisions of Sections 5(b), 5(c), 5(d), 5(e), 5(f) and 14(a)(i) of this Agreement. (such account, together with any replacement or successor thereof, the “Blocked Account”). Seller shall cause all Income with b) With respect to the Purchased Loans or other assets (if cash) delivered under Section 4 to be deposited in the Blocked Account no later than the next Business Day following its collection and receipt thereof. Simultaneously with the transfer of any Purchased Loan under Section 3Loans, Seller shall deliver to each Mortgagor Mortgagor, issuer of a participation or obligor (or the related collection account bank, as applicable), or the related lead lender or servicer borrower under a Purchased Loan an irrevocable direction letter in the form and substance satisfactory attached as Exhibit IX to Buyer this Agreement instructing such Person the Mortgagor, issuer of a participation or borrower to remit to the Blocked Account pay all amounts payable to Seller under the related Purchased Loan (unless such Mortgagor or obligor or related servicer or lender is already remitting payments to the Servicer, whereupon Seller shall direct Servicer to remit all such amounts into the Blocked Cash Management Account and service such payments in accordance with the Servicing Agreement and the provisions hereof) and shall provide to Buyer written proof of such delivery. If a Mortgagor Mortgagor, issuer of a participation or obligor (or the related collection account bank) or the related lead lender or servicer under a Purchased Loan borrower forwards any Income with respect to such a Purchased Loan to Seller rather than directly to the Blocked Cash Management Account, Seller shall (i) deliver an additional irrevocable direction letter to the applicable Person Mortgagor, issuer of a participation or borrower and make other commercially reasonable efforts to cause such Person Mortgagor, issuer of a participation or borrower to forward such amounts directly to the Blocked Cash Management Account and (ii) hold such amounts in trust for Buyer and immediately deposit in the Blocked Cash Management Account any such amounts. All Income in respect of the Portfolio Loans, which may include payments in respect of associated Hedging Transactions, shall be deposited directly into, or, if applicable, remitted directly from the applicable underlying collection account to, the Blocked Account. (bc) So long as no Event of Default or CF Sweep Event shall have occurred and be continuing, all Income on deposit in received by the Blocked Account Depository in respect of the Portfolio Collateral and the associated Hedging Transactions (other than Principal Payments and net sale proceeds) during each Collection Period shall be applied by the Depository on the related Remittance Date as follows: (i) first, to remit to Buyer an amount equal to the Price Differential which has accrued and is outstanding as of such Remittance Date; (ii) second, to remit to counterparties of the associated Hedging Transactions an amount equal to the payments required, if any, on such associated Hedging Transactions as of the such Remittance Date; and (iii) third, to remit to Seller the remainder, if any. (d) So long as no Event of Default or CF Sweep Event shall have occurred and be continuing, any Principal Payment and any net sale proceeds in excess of the related Repurchase Price in respect of any Portfolio Collateral which is a portion of the Income received by the Depository during each Collection Period shall be applied by the Depository on the related Remittance Date in the following order of priority: (i) first, to make a payment to Buyer on account of the Repurchase Price of the Purchased Securities or Purchased Loans in respect of which such Principal Payment has been received, until the Repurchase Price for such Purchased Securities or Purchased Loans has been reduced to the Target Price for such Purchased Securities or Purchased Loans, respectively as of the date of such payment (as determined by Buyer after giving effect to such Principal Payment); (ii) second, to make a payment on account of the Repurchase Price of any other Purchased Securities or Purchased Loans as to which the Repurchase Price exceeds the Target Price (for this purpose, making such payment in the order of those Purchased Securities or Purchased Loans with the largest to smallest excess of Repurchase Price over Target Price), until the aggregate Repurchase Price for all of such Purchased Securities or Purchased Loans has been reduced to the aggregate Target Price for all of the Purchased Securities or Purchased Loans, respectively as of the date of such payment (as determined by Buyer after giving effect to such Principal Payment and application of net sale proceeds); and (iii) third, to remit to Seller the remainder of such Principal Payment or net sale proceeds. (e) If a CF Sweep Event shall have occurred and be continuing, all Income (including Principal Payments and any net sale proceeds in excess of the related Repurchase Price) received by the Depository in respect of the Portfolio Collateral and the associated Hedging Transactions during each Collection Period shall be applied by the Buyer Depository on the related Remittance Date as followsin the following order of priority: (i) first, to remit to Buyer an amount equal to the Price Differential which has accrued and is outstanding in respect of all of the Transactions Purchased Securities and Purchased Loans as of such Business Day; (ii) second, to Buyer an amount equal to all Costs and other amounts payable by Seller and outstanding hereunder and under the other Transaction Documents (other than the Repurchase Price); (iii) third, if make a Principal Payment in respect of any Purchased Loan has been made during such Collection Period, payment to Buyer in respect on account of the Repurchase Price an amount equal of the Purchased Securities or Purchased Loans in respect of which such CF Sweep Event occurred, until the Repurchase Price for such Purchased Securities or Purchased Loans has been reduced to the greater of amount (expressed in dollars) obtained by multiplying (i) the product of the amount Market Value of such Principal Payment multiplied Purchased Securities or Purchased Loans as of such date by the Purchase Percentage and (ii) such greater amount, such that after giving effect the "CF Sweep Purchase Percentage" applicable to such payment Purchased Securities or Purchased Loans, as set forth in Schedule I attached to this Agreement, respectively as of the applicable Repurchase Price, the aggregate Repurchase Price date of the Portfolio Loans is less than or equal to the Asset Base, such payment (as determined by Buyer after giving effect to such paymentPrincipal Payment and application of net sale proceeds); (iii) third, to make a payment on account of the Repurchase Price of any other Purchased Securities or Purchased Loans as to which a CF Sweep Event shall have occurred (for this purpose, making such payment in the order of those Purchased Securities or Purchased Loans whose Repurchase Price exceeds the product of the related Market Value by the related "CF Purchase Sweep Percentage" by the largest to smallest excess), until the aggregate Repurchase Price for all of such Purchased Securities or Purchased Loans has been reduced to the amount (expressed in dollars) obtained by multiplying (i) the Market Value of such Purchased Securities or Purchased Loans as of such date by (ii) the "CF Sweep Purchase Percentage" applicable to such Purchased Securities or Purchased Loans, as set forth in Schedule I attached to this Agreement, respectively as of the date of such payment (as determined by Buyer after giving effect to such Principal Payment and application of net sale proceeds); (iv) fourth, during the Facility Extension Period, to make a payment to Buyer on account of the Extended Repurchase Monthly AmountPrice of the Purchased Securities or Purchased Loans in respect of which such Principal Payment has been received, until the Repurchase Price for such Purchased Securities or Purchased Loans has been reduced to the Target Price for such Purchased Securities or Purchased Loans, respectively as of the date of such payment (as determined by Buyer after giving effect to such Principal Payment and application of net sale proceeds); (v) fifth, during the Facility Extension Period, to Buyer in respect make a payment on account of the Aggregate Repurchase Price of any other Purchased Securities or Purchased Loans as to which the Repurchase Price exceeds the Target Price (for this purpose, making such payment in the order of those Purchased Securities or Purchased Loans with the largest to smallest excess of Repurchase Price over Target Price), until the Aggregate aggregate Repurchase Price for all of such Purchased Securities or Purchased Loans has been reduced to the aggregate Target Price for all of the Purchased Loans has been reduced Securities or Purchased Loans, respectively as of the date of such payment (as determined by Buyer after giving effect to zero; andsuch Principal Payment and application of net sale proceeds); (vi) sixth, to remit to counterparties of the associated Hedging Transactions an amount equal to the payments required, if any, on such associated Hedging Transactions as of such Business Day; and (vii) seventh, to remit to Seller the remainder, if any. If on any Remittance Date, the amounts deposited in the Blocked Account shall be insufficient to make the payments required under clauses (i) through (iv) of this Section 5(b), the same shall constitute an Event of Default hereunder. (cf) If an Event of Default shall have occurred and be continuing, all Income on deposit in received by the Blocked Account Depository in respect of the Purchased Loans Portfolio Collateral and the associated Hedging Transactions shall be applied by the Depository on the Business Day next following the Business Day on which such funds are deposited in the Blocked Cash Management Account as follows: (i) first, to Buyer, remit to Buyer an amount equal to the Price Differential which has accrued and is outstanding in respect of all of the Transactions Purchased Securities and Purchased Loans as of such Business Day; (ii) second, to Buyer, all Costs and all other amounts payable by Seller and outstanding hereunder and under make a payment to Buyer on account of the other Transaction Documents (other than the Repurchase Price); (iii) third, to Buyer, an amount equal to the aggregate Repurchase Price of the Purchased Loans, Securities and Purchased Loans until the Aggregate Repurchase Price for all of the Purchased Securities and all of the Purchased Loans has been reduced to zero; (iii) third, to remit to counterparties of the associated Hedging Transactions an amount equal to the payments required, if any, on such associated Hedging Transactions as of such Business Day; and (iv) fourth, to Seller, remit to Seller the remainder. (d) If at any time during the term of any Transaction any Income is distributed to Seller or Seller has otherwise received such Income and has made a payment in respect of such Income to Buyer pursuant to this Section 5, and for any reason such amount is required to be returned by Buyer to an obligor under such Purchased Loan (either before or after the Repurchase Date), Buyer may provide Seller with notice of such required return, and Seller shall pay the amount of such required return to Buyer by 11:00 a.m., New York time, on the Business Day following Seller’s receipt of such notice. (e) Subject to the other provisions hereof, Seller shall be responsible for all Costs in respect of any Purchased Loans to the extent it would be so obligated if the Purchased Loans had not been sold to Buyer. Buyer shall provide Seller with notice of any Costs promptly upon receiving such notice, and Seller shall pay the amount of any Costs to Buyer by 11:00 a.m., New York time, on the later of (i) five (5) Business Days after Buyer has informed Seller that such amount is due under the Purchased Loan Documents and (ii) three (3) Business Days following Seller’s receipt of such notice.

INCOME PAYMENTS AND PRINCIPAL PAYMENTS. Paragraph 5 of the Agreement (“Income Payments”) is hereby deleted and replaced in its entirety by the following provisions of this Section 5: (a) On or before the date hereofSeller, Seller Account Bank and Buyer shall establish enter into the Account Control Agreement and maintain with the Depository Repo Collection Account shall be established by Seller at Account Bank a deposit account owned by, in on or prior to the name of and under initial Purchase Date hereunder. The Reserve Account shall be established at the sole control of Reserve Account Bank. Buyer with respect to which the Blocked Account Agreement shall have been executed sole dominion and control over the Reserve Account and the Repo Collection Account. All Income (such account, together with any replacement or successor thereof, the “Blocked Account”). Seller shall cause all Income with other than Servicer Income) in respect to of the Purchased Loans or other assets (if cash) delivered under Section 4 to Assets shall be deposited in the Blocked Account no later than the next Business Day following its collection and receipt thereof. Simultaneously with the transfer of any Purchased Loan under Section 3, Seller shall deliver to each Mortgagor or obligor (or the related collection account bank, as applicable), or the related lead lender or servicer under a Purchased Loan an irrevocable direction letter in form and substance satisfactory to Buyer instructing such Person to remit to the Blocked Account all amounts payable to Seller under the related Purchased Loan (unless such Mortgagor or obligor or related servicer or lender is already remitting payments to the Servicer, whereupon Seller shall direct Servicer to remit all such amounts directly into the Blocked Servicer Account and service such payments transferred into the Repo Collection Account in accordance with the terms of the related Servicing Agreement and Agreement. All such amounts transferred into the Repo Collection Account shall be remitted by Account Bank in accordance with the applicable provisions hereofof Sections 5(c) and 5(d) of this Agreement. So long as no Event of Default shall have occurred and be continuing, prior to Buyer’s delivery of any distribution instructions to Account Bank, Buyer shall provide such distribution instructions to Buyer written proof of such delivery. Seller for its review and confirmation. (b) If a Mortgagor Mortgagor, servicer, borrower or other obligor (or the related collection account bank) or the related lead lender or servicer under a Purchased Loan forwards any Income (other than Servicer Income) with respect to such a Purchased Loan Asset to Seller or any of its Affiliates rather than directly to the Blocked Servicer or the Repo Collection Account, Seller shall (i) deliver an additional irrevocable direction letter make commercially reasonable efforts to the applicable Person and cause such Person Mortgagor, servicer, borrower or other obligor to forward such amounts directly to Servicer or the Blocked Account and Repo Collection Account, (ii) hold such amounts in trust for the benefit of Buyer and immediately (iii) within two (2) Business Days of Seller’s receipt, deposit in the Blocked Repo Collection Account any portion of such amounts. All amounts constituting Income in respect of the Portfolio Loans, which may include payments in respect of associated Hedging Transactions, shall be deposited directly into, or, if applicable, remitted directly from the applicable underlying collection account to, the Blocked Account(other than Servicer Income). (bc) So From the Closing Date, so long as no Event of Default shall have occurred and be continuing, all Income in respect of the Purchased Assets received by Servicer during each Collection Period and on deposit in the Blocked Repo Collection Account in respect of on the Portfolio Loans and the associated Hedging Transactions during each Collection Period Remittance Date shall be applied by the Buyer Account Bank on the related Remittance Date as followsin the following order of priority: (i) first, to Buyer remit to (a) Custodian an amount equal to any accrued and unpaid custodial fees and expenses and (b) Account Bank and Servicer an amount equal to the Price Differential which has accrued depository fee and is outstanding in respect of the Transactions as of such Business Day; any unpaid Qualified Servicing Expenses (ii) second, to Buyer an amount equal to all Costs and other amounts payable by Seller and outstanding hereunder and under the other Transaction Documents (other than the Repurchase Price); (iii) third, if a Principal Payment in respect of any Purchased Loan has been made during such Collection Period, to Buyer in respect of the Repurchase Price an amount equal to the greater of (i) the product of the amount of such Principal Payment multiplied extent not retained by the Purchase Percentage and (ii) such greater amount, such that after giving effect to such payment of the applicable Repurchase Price, the aggregate Repurchase Price of the Portfolio Loans is less than or equal to the Asset Base, as determined by Buyer after giving effect to such payment; (iv) fourth, during the Facility Extension Period, to Buyer the Extended Repurchase Monthly Amount; (v) fifth, during the Facility Extension Period, to Buyer in respect of the Aggregate Repurchase Price until the Aggregate Repurchase Price for all of the Purchased Loans has been reduced to zero; and (vi) sixth, to remit to Seller the remainderServicer), if any. If , respectively, due and payable on any such Remittance Date, the amounts deposited in the Blocked Account shall be insufficient to make the payments required under clauses (i) through (iv) of this Section 5(b), the same shall constitute an Event of Default hereunder. (c) If an Event of Default shall have occurred and be continuing, all Income on deposit in the Blocked Account in respect of the Purchased Loans and the associated Hedging Transactions shall be applied on the Business Day next following the Business Day on which such funds are deposited in the Blocked Account as follows: (i) first, to Buyer, an amount equal to the Price Differential which has accrued and is outstanding in respect of the Transactions as of such Business Day; (ii) second, to Buyer, all Costs and all other amounts payable by Seller and outstanding hereunder and under the other Transaction Documents (other than the Repurchase Price); (iii) third, to Buyer, an amount equal to the aggregate Repurchase Price of the Purchased Loans, until the Aggregate Repurchase Price for all of the Purchased Loans has been reduced to zero; and (iv) fourth, to Seller, the remainder. (d) If at any time during the term of any Transaction any Income is distributed to Seller or Seller has otherwise received such Income and has made a payment in respect of such Income to Buyer pursuant to this Section 5, and for any reason such amount is required to be returned by Buyer to an obligor under such Purchased Loan (either before or after the Repurchase Date), Buyer may provide Seller with notice of such required return, and Seller shall pay the amount of such required return to Buyer by 11:00 a.m., New York time, on the Business Day following Seller’s receipt of such notice. (e) Subject to the other provisions hereof, Seller shall be responsible for all Costs in respect of any Purchased Loans to the extent it would be so obligated if the Purchased Loans had not been sold to Buyer. Buyer shall provide Seller with notice of any Costs promptly upon receiving such notice, and Seller shall pay the amount of any Costs to Buyer by 11:00 a.m., New York time, on the later of (i) five (5) Business Days after Buyer has informed Seller that such amount is due under the Purchased Loan Documents and (ii) three (3) Business Days following Seller’s receipt of such notice.

INCOME PAYMENTS AND PRINCIPAL PAYMENTS. Paragraph 5 of the Agreement (“Income Payments”) is hereby deleted and replaced in its entirety by the following provisions of this Section 5: (a) On or before Each Depository Account shall be established at the date hereofDepository and shall be subject to the applicable Depository Agreement which, Seller (i) in the case of the UK Depository Agreement, shall have been delivered on the Closing Date, and (ii) in the case of the EUR Depository Agreement, shall be executed and delivered concurrently with the execution and delivery of this Agreement. Pursuant to each Depository Agreement, Buyer shall establish have sole dominion and maintain control over each Depository Account. Each Depository Account shall, at all times, be subject to the applicable Depository Agreement. All Income in respect of the Purchased Assets, as well as any interest received from the reinvestment of such Income, shall be deposited directly by the underlying obligor of each Purchased Asset or as directed by the Primary Servicer in accordance with the Primary Servicing Agreement (or by any other servicer and related direct agreement, to the extent any Purchased Asset is not serviced by the Primary Servicer). Depository Bank a deposit account owned byshall then apply such Income in accordance with the applicable provisions of Articles 5(c) and (d) of this Agreement. (b) For all Purchased Assets Seller shall deliver to each servicer or trustee, in the name of and under the sole control of Buyer as applicable, with respect to which such Purchased Asset an irrevocable direction letter in the Blocked Account Agreement shall have been executed form of Exhibit XI (such account, together with any replacement or successor thereof, the “Blocked AccountRe-direction Letter”), instructing the applicable party with respect to such Purchased Asset to pay all amounts payable under the related Purchased Asset into the applicable Depository Account. Seller shall cause all Income If any such party with respect to the Purchased Loans or other assets (if cash) delivered under Section 4 to be deposited in the Blocked Account no later than the next Business Day following its collection and receipt thereof. Simultaneously with the transfer of any Purchased Loan under Section 3, Seller shall deliver to each Mortgagor or obligor (or the related collection account bank, as applicable), or the related lead lender or servicer under a Purchased Loan an irrevocable direction letter in form and substance satisfactory to Buyer instructing such Person to remit to the Blocked Account all amounts payable to Seller under the related Purchased Loan (unless such Mortgagor or obligor or related servicer or lender is already remitting payments to the Servicer, whereupon Seller shall direct Servicer to remit all such amounts into the Blocked Account and service such payments in accordance with the Servicing Agreement and the provisions hereof) and shall provide to Buyer written proof of such delivery. If a Mortgagor or obligor (or the related collection account bank) or the related lead lender or servicer under a Purchased Loan Asset forwards any Income with respect to such a Purchased Loan Asset to Seller the Collection Account, rather than directly to the Blocked applicable Depository Account, Seller shall, or shall (i) cause such Affiliate to, deliver an additional irrevocable Re-direction letter Letter to the applicable Person party with respect to the Purchased Asset and make other best efforts to cause such Person party to forward such amounts directly to the Blocked Account and (ii) hold applicable Depository Account. Any such amounts in trust for Buyer and immediately funds on deposit in the Blocked Collection Account any such amounts. All Income in respect of the Portfolio Loans, which may include payments in respect of associated Hedging Transactions, shall will be deposited directly into, or, if applicable, remitted directly from transferred to the applicable underlying collection account to, Depository Account as directed by the Blocked AccountPrimary Servicer in accordance with the Primary Servicing Agreement. (bc) So long as no Event of Default or Margin Deficit with respect to any Purchased Asset shall have occurred and be continuing, all Income on deposit in received by the Blocked Account Depository in respect of the Portfolio Loans Purchased Assets (other than scheduled or unscheduled Principal Payments and net sale proceeds) and the associated Hedging Transactions during each Collection Period shall be applied by the Buyer Depository on the related Remittance Date as followsin the following order of priority: (i) first, pro rata, (A) to Buyer Buyer, an amount equal to the Price Differential which that has accrued accreted and is outstanding in respect of the Transactions as of such Business DayRemittance Date and (B) to any Affiliated Hedge Counterparty, any amount then due and payable to an Affiliated Hedge Counterparty or Qualified Hedge Counterparty, as applicable, under any Hedging Transaction related to a Purchased Asset; (ii) second, to Buyer Buyer, an amount equal to all Costs and any other amounts then due and payable by Seller and outstanding hereunder and to Buyer or its Affiliates under the other any Transaction Documents (other than the Repurchase Price);Document; and (iii) third, if a Principal Payment in respect of any Purchased Loan has been made during such Collection Period, to Buyer in respect of the Repurchase Price an amount equal to the greater Seller, the remainder, if any. (d) So long as no Event of Default or Margin Deficit shall have occurred and be continuing, any Principal Payments shall be applied by the Depository on the Business Day following the Business Day on which such funds are deposited in the Depository Account in the following order of priority: (i) first, pro rata, (A) to Buyer, until the product Purchase Price for such Purchased Asset has been reduced to the Buyer’s Margin Amount for such Purchased Asset as of the amount date of such Principal Payment multiplied by the Purchase Percentage and payment (ii) such greater amount, such that after giving effect to such payment of the applicable Repurchase Price, the aggregate Repurchase Price of the Portfolio Loans is less than or equal to the Asset Base, as determined by Buyer after giving effect to such paymentPrincipal Payment and application of net sales proceeds, if applicable) and (B) solely with respect to any Hedging Transaction with an Affiliated Hedge Counterparty or Qualified Hedge Counterparty, as applicable, related to such Purchased Asset, to such Affiliated Hedge Counterparty or Qualified Hedge Counterparty, as applicable, an amount equal to any accrued and unpaid breakage costs under such Hedging Transaction related to such Purchased Asset; (ii) second, to Buyer, an amount equal to any other amounts due and owing to Buyer or its Affiliates under any Transaction Document; and (iii) third, to the Seller, any remainder. (e) If Buyer shall have determined that a Margin Deficit shall have occurred and be continuing, but no Event of Default shall have occurred and be continuing, all Income (including, without limitation, any Principal Payments or any other amounts received, without regard to their source) received by the Depository in respect of a Purchased Asset shall be applied by the Depository on the related Remittance Date in the following order of priority: (i) first, pro rata, (A) to Buyer, an amount equal to the Price Differential that has accreted and is outstanding in respect of all of the Purchased Assets as of such Business Day and (B) to any Affiliated Hedge Counterparty or Qualified Hedge Counterparty, as applicable, any amounts then due and payable to such Affiliated Hedge Counterparty or Qualified Hedge Counterparty, as applicable, under any Hedging Transaction related to such Purchased Asset; (ii) second, to Buyer, an amount to reduce the Repurchase Price of such Purchased Asset until the Repurchase Price for such Purchased Asset has been reduced to the Buyer’s Margin Amount as of the date of such payment (as determined by Buyer after giving effect to all Principal Payments and application of net sale proceeds, if any, on such day); (iii) third, to Buyer, an amount equal to any other amounts due and owing to Buyer or its Affiliates under any Transaction Document; and (iv) fourth, during to the Facility Extension PeriodSeller, to Buyer the Extended Repurchase Monthly Amount; (v) fifth, during the Facility Extension Period, to Buyer in respect of the Aggregate Repurchase Price until the Aggregate Repurchase Price for all of the Purchased Loans has been reduced to zero; and (vi) sixth, to remit to Seller the any remainder, if any. If on any Remittance Date, the amounts deposited in the Blocked Account shall be insufficient to make the payments required under clauses (i) through (iv) of this Section 5(b), the same shall constitute an Event of Default hereunder. (cf) If an Event of Default shall have occurred and be continuing, all Income on deposit in (including, without limitation, any Principal Payments or any other amounts received, without regard to their source) received by the Blocked Account Depository in respect of the a Purchased Loans and the associated Hedging Transactions Asset shall be applied by the Depository on the Business Day next following the Business Day on which such funds are deposited in the Blocked Depository Account as followsin the following order of priority: (i) first, pro rata, (A) to Buyer, an amount equal to the Price Differential which that has accrued accreted and is outstanding in respect of all of the Transactions Purchased Assets as of such Business DayDay and (B) to any Affiliated Hedge Counterparty or Qualified Hedge Counterparty, as applicable, any amounts then due and payable to an Affiliated Hedge Counterparty or Qualified Hedge Counterparty, as applicable, under any Hedging Transaction related to such Purchased Asset; (ii) second, to Buyer, all Costs and all other amounts payable by Seller and outstanding hereunder and under the other Transaction Documents (other than on account of the Repurchase Price)Price of such Purchased Asset until the Repurchase Price has been reduced to zero; (iii) third, to Buyer, an amount equal to any other amounts due and owing to Buyer or its Affiliates under any Transaction Document, including, without limitation, (a) the aggregate entire Repurchase Price on all Purchase Assets (regardless of acceleration or otherwise of the Purchased LoansSeller’s obligations), until and (b) all costs of collection associated with the Aggregate Repurchase Price for interpretation and enforcement of Buyer’s rights and remedies under this Agreement and all of the Purchased Loans has been reduced to zeroother Transaction Documents; and (iv) fourth, to the Seller, any remainder. For the remainder. (d) If at any time during avoidance of doubt, the term of any Transaction any Income is distributed to Seller or Seller has otherwise received such Income and has made a payment in respect of such Income to Buyer pursuant to this Section 5, and for any reason such amount is required to be returned by Buyer to an obligor under such Purchased Loan (either before or after the Repurchase Date), Buyer may provide Seller with notice of such required return, and Seller shall pay the amount of such required return to Buyer by 11:00 a.m., New York time, on the Business Day following Seller’s receipt of such notice. (e) Subject to the other provisions hereof, Seller obligations hereunder shall be responsible for all Costs in respect of any Purchased Loans fully recourse to the extent it would be so obligated if the Purchased Loans had not been sold to Buyer. Buyer shall provide Seller with notice of any Costs promptly upon receiving such notice, and Seller shall pay the amount of any Costs to Buyer by 11:00 a.m., New York time, on the later of (i) five (5) Business Days after Buyer has informed Seller that such amount is due under the Purchased Loan Documents and (ii) three (3) Business Days following Seller’s receipt of such notice.

INCOME PAYMENTS AND PRINCIPAL PAYMENTS. Paragraph 5 of the Agreement (“"Income Payments”") is hereby deleted and replaced in its entirety by the following provisions of this Section 5: (a) On or before the date hereof, Seller and Buyer shall establish and maintain with the Depository Bank a deposit account owned by, in the name of and under the sole control of Buyer with respect to which the Blocked Account Agreement shall have been executed (such account, together with any replacement or successor thereof, the “"Blocked Account”)") and deliver to Buyer a Blocked Account Agreement. Seller shall cause all Income with respect to the Purchased Loans or other assets (if cash) delivered under Section 4 4(a) to be deposited in the Blocked Account no later than the next Business Day following its collection and receipt thereof. Simultaneously with the transfer of any Purchased Loan under Section 3, Seller shall deliver to each Mortgagor or obligor (or the related collection account bank, as applicable), or the related lead lender or servicer under a Purchased Loan an irrevocable direction letter in the form and substance satisfactory attached as Exhibit VII to Buyer this Annex I instructing such Person to remit to the Blocked Account all amounts payable to Seller under the related Purchased Loan (unless such Mortgagor or obligor or related servicer or lender is already remitting payments to the Servicer, whereupon Seller shall direct Servicer to remit all such amounts into the Blocked Account and service such payments in accordance with the Servicing Agreement and the provisions hereof) and shall provide to Buyer written proof of such delivery. If a Mortgagor or obligor (or the related collection account bank) or the related lead lender or servicer under a Purchased Loan forwards any Income with respect to such Purchased Loan to Seller rather than directly to the Blocked Account, Seller shall (i) deliver an additional irrevocable direction letter to the applicable Person and make other commercially reasonable efforts to cause such Person to forward such amounts directly to the Blocked Account and (ii) hold such amounts in trust for Buyer and immediately deposit in the Blocked Account any such amounts. All Income in respect of the Portfolio Loans, which may include payments in respect of associated Hedging TransactionsTransactions entered into by an underlying obligor with respect to a Purchased Loan and pledged to Seller as collateral for a Purchased Loan, shall be deposited directly into, or, if applicable, remitted directly from the applicable underlying collection account to, the Blocked Account. (b) . So long as no Event of Default shall have occurred and be continuing, all Income on deposit in the Blocked Account in respect of the Portfolio Loans and the associated Hedging Transactions during each Collection Period shall be remitted to Seller on a daily basis. Upon the occurrence of an Event of Default, Buyer may terminate such remittances and amounts on deposit in the Blocked Account will be applied by the in accordance with Section 5(c). (b) Seller shall pay to Buyer on the related each Remittance Date as follows: (i) firstDate, to Buyer an amount equal to the aggregate Price Differential which has accrued and is outstanding in respect of the Transactions as of each such Business Day; Remittance Date and shall pay to Servicer its Servicing Fees and any "Servicing Expenses", "Additional Servicing Compensation" and "Servicing Advances" (iias such terms are defined in the Servicing Agreement) second, to Buyer an amount equal to all Costs and other amounts payable by Seller and outstanding hereunder and under in accordance with the other Transaction Documents (other than the Repurchase Price); (iii) third, if a Principal Payment in respect of any Purchased Loan has been made during such Collection Period, to Buyer in respect terms of the Repurchase Price an amount equal to the greater of (i) the product of the amount of such Principal Payment multiplied by the Purchase Percentage and (ii) such greater amount, such that after giving effect to such payment of the applicable Repurchase Price, the aggregate Repurchase Price of the Portfolio Loans is less than or equal to the Asset Base, as determined by Buyer after giving effect to such payment; (iv) fourth, during the Facility Extension Period, to Buyer the Extended Repurchase Monthly Amount; (v) fifth, during the Facility Extension Period, to Buyer in respect of the Aggregate Repurchase Price until the Aggregate Repurchase Price for all of the Purchased Loans has been reduced to zero; and (vi) sixth, to remit to Seller the remainder, if any. If on any Remittance Date, the amounts deposited in the Blocked Account shall be insufficient to make the payments required under clauses (i) through (iv) of this Section 5(b), the same shall constitute an Event of Default hereunderServicing Agreement. (c) If an Event of Default shall have occurred and be continuing, all Income on deposit in the Blocked Account in respect of the Purchased Loans and the associated Hedging Transactions shall be applied on the Business Day next following the Business Day on which such funds are deposited in the Blocked Account as follows: (i) first, to Buyer, an amount equal to the Price Differential which has accrued and is outstanding in respect of the Transactions as of such Business Day; (ii) second, to Buyer, all Costs and all other amounts payable by Seller and outstanding hereunder and under the other Transaction Documents (other than the Repurchase Price); (iii) third, to Buyer, an amount equal to the aggregate Repurchase Price of the Purchased Loans, until the Aggregate Repurchase Price for all of the Purchased Loans has been reduced to zero; and (iv) fourth, to Seller, the remainder. (d) If at any time during the term of any Transaction any Income is distributed to Seller or Seller has otherwise received such Income and has made a payment in respect of such Income to Buyer pursuant to this Section 5, and for any reason such amount is required to be returned by Buyer to an obligor under such Purchased Loan (either before or after the Repurchase Date), Buyer may provide Seller with notice of such required return, and Seller shall pay the amount of such required return to Buyer by 11:00 a.m., New York time, on the Business Day following Seller’s receipt of such notice. (e) Subject to the other provisions hereof, Seller shall be responsible for all Costs in respect of any Purchased Loans to the extent it would be so obligated if the Purchased Loans had not been sold to Buyer. Buyer shall provide Seller with notice of any Costs promptly upon receiving such notice, and Seller shall pay the amount of any Costs to Buyer by 11:00 a.m., New York time, on the later of (i) five (5) Business Days after Buyer has informed Seller that such amount is due under the Purchased Loan Documents and (ii) three (3) Business Days following Seller’s receipt of such notice.

INCOME PAYMENTS AND PRINCIPAL PAYMENTS. Paragraph 5 of the Agreement (“Income Payments”) is hereby deleted and replaced in its entirety by the following provisions of this Section 5: (a) On or before The Collection Account shall be established at the Account Bank pursuant to the Account Control Agreement concurrently with the execution and delivery of this Agreement by Seller and Purchaser. The Collection Account shall be subject to the Account Control Agreement after the transfer thereof to the Account Bank pursuant to Article 5(b) below. Prior to the date hereof, Seller and Buyer shall establish and maintain with the Depository Bank a deposit account owned by, in Guarantor established the name of and under Concentration Account pursuant to the sole control of Buyer with respect to which the Blocked Concentration Account Agreement shall have been executed (such account, together with any replacement or successor thereof, for the “Blocked Account”). Seller shall cause all Income with respect to the Purchased Loans or other assets (if cash) delivered under Section 4 to be deposited in the Blocked Account no later than the next Business Day following its purpose of collection and receipt thereof. Simultaneously with concentrating certain remittances and other income relating to securitization, financing or repurchase transactions of the transfer of any Purchased Loan under Section 3, Seller shall deliver to each Mortgagor Guarantor or obligor its Affiliates. (or the related collection account bank, as applicable), or the related lead lender or servicer under a Purchased Loan an irrevocable direction letter in form and substance satisfactory to Buyer instructing such Person to remit to the Blocked Account all amounts payable to Seller under the related Purchased Loan (unless such Mortgagor or obligor or related servicer or lender is already remitting payments to the Servicer, whereupon Seller shall direct Servicer to remit all such amounts into the Blocked Account and service such payments in accordance with the Servicing Agreement and the provisions hereofb) and shall provide to Buyer written proof of such delivery. If a Mortgagor or obligor (or the related collection account bank) or the related lead lender or servicer under a Purchased Loan forwards any Income with respect to such Purchased Loan to Seller rather than directly to the Blocked Account, Seller shall (i) deliver an additional irrevocable direction letter to the applicable Person and cause such Person to forward such amounts directly to the Blocked Account and (ii) hold such amounts in trust for Buyer and immediately deposit in the Blocked Account any such amounts. All Income in respect of each Purchased Asset shall be remitted by Servicer directly into the Portfolio LoansConcentration Account. In the event that Seller, which may include payments Guarantor, Servicer or any Affiliate of the foregoing, receives any such Income, such party shall (and Servicer and Seller shall cause such party to) immediately remit such Income to the Concentration Account within two (2) Business Days of receipt thereof. In the event that the Concentration Account is terminated or ceases to exist, all Income in respect of associated Hedging Transactionseach Purchased Asset shall be remitted directly into the Collection Account. Within two (2) Business Days after any Income in respect of any Purchased Asset is deposited into the Concentration Account, Seller and Servicer shall cause all such Income in respect of the Purchased Assets, as well as any interest received from the reinvestment of such Income, on deposit in the Concentration Account to be deposited directly into, or, if applicable, remitted directly from the Concentration Account into the Collection Account in accordance with the Concentration Account Agreement, this Agreement and the Interim Servicing Agreement. All amounts on deposit in the Collection Account received by the Account Bank during the related Collection Period shall be remitted by the Account Bank in accordance with the applicable underlying collection account to, the Blocked Accountprovisions of Articles 5(c) and 5(d) of this Agreement. (bc) So long as no Event of Default shall have occurred and be continuing, all Income on deposit in received by the Blocked Account Bank in respect of the Portfolio Loans and the associated Hedging Transactions Purchased Assets during each Collection Period (net of fees and expenses then due and payable to the Account Bank and the Custodian pursuant to the Account Control Agreement and the Custodial Agreement, respectively) shall be applied by the Buyer Account Bank on the related Remittance Date as followsin the following order of priority: (i) first, to Buyer an amount equal Purchaser, to cure any outstanding Margin Deficits, up to the Price Differential which has accrued and is amount of any outstanding in respect of the Transactions as of such Business DayMargin Deficit Cure Amounts, to reduce each Purchased Asset’s Adjusted Purchase Price, pro rata (based on its Percentage Interest); (ii) second, to Buyer an Purchaser, to cure any outstanding Minimum Amortization Amounts then due and payable, up to the amount equal of any Minimum Amortization Amounts, to all Costs and other amounts payable by Seller and outstanding hereunder and under the other Transaction Documents reduce each Purchased Asset’s Adjusted Purchase Price, pro rata (other than the Repurchase Pricebased on its Percentage Interest); (iii) third, if a Principal Payment in respect of any Purchased Loan has been made during such Collection Periodto Purchaser, to Buyer in respect of the Repurchase Price an amount equal to the greater of (i) the product of the amount all accrued and unpaid Purchase Price Differential as of such Remittance Date; (iv) fourth, to the extent Principal Payments are received for a particular Purchased Asset, to Purchaser to reduce the Adjusted Purchase Price of such Purchased Asset to zero; (v) fifth, to the extent Principal Payments are received for a particular Purchased Asset and the Adjusted Purchase Price for such Purchased Asset has been reduced to zero, to Purchaser, in an amount necessary, if any, to reduce the aggregate Adjusted Purchase Prices for all Purchased Assets to the Maximum Quarterly Facility Balance for such Remittance Date (or, if no Minimum Amortization Payment multiplied by (if any) is scheduled to be due and payable on such Remittance Date in accordance with the definition of Minimum Amortization Payment, the next occurring Remittance Date on which a Minimum Amortization Payment (if any) is scheduled to be due and payable in accordance with the definition thereof), to reduce each Purchased Asset’s Adjusted Purchase Percentage and (ii) such greater amount, such that after giving effect to such payment of the applicable Repurchase Price, pro rata (based on its Percentage Interest); (vi) sixth, to the extent Principal Payments are received for a particular Purchased Asset and the Adjusted Purchase Price for such Purchased Asset has been reduced to zero and the aggregate Repurchase Price of the Portfolio Loans Adjusted Purchase Prices for all Purchased Assets is less than or equal to the Asset BaseMaximum Quarterly Facility Balance for such Remittance Date (or, as determined by Buyer after giving effect if no Minimum Amortization Payment (if any) is scheduled to be due and payable on such paymentRemittance Date in accordance with the definition of Minimum Amortization Payment, the next occurring Remittance Date on which a Minimum Amortization Payment (if any) is scheduled to be due and payable in accordance with the definition thereof), to Purchaser, in an amount equal to 40% of such Principal Payments, to reduce each Purchased Asset’s Adjusted Purchase Price, pro rata (based on its Percentage Interest); (ivvii) fourth, during the Facility Extension Periodseventh, to Buyer the Extended Repurchase Monthly Amount; (v) fifthPurchaser, during the Facility Extension Period, an amount equal to Buyer in respect of the Aggregate Repurchase Price until the Aggregate Repurchase Price for all of the Purchased Loans has been reduced any other amounts then due and payable to zeroPurchaser or its Affiliates under any Transaction Document; and (viviii) sixtheighth, to remit to Seller Seller, the remainder, if any. If on any Remittance Date, the amounts deposited in the Blocked Account shall be insufficient to make the payments required under clauses (i) through (iv) of this Section 5(b), the same shall constitute an Event of Default hereunder. (cd) If an Event of Default shall have occurred and be continuing, all Income on deposit in received by the Blocked Account Bank in respect of a Purchased Asset (net of fees and expenses then due and payable to the Purchased Loans Account Bank and the associated Hedging Transactions Custodian pursuant to the Account Control Agreement and the Custodial Agreement, respectively) shall be applied by the Account Bank on the Business Day next following the Business Day on which such funds are deposited in the Blocked Collection Account as followsin the following order of priority: (i) first, to BuyerPurchaser, an amount equal to the all accrued and unpaid Purchase Price Differential which has accrued and is outstanding in respect of the Transactions as of such Business Day; (ii) second, to Buyerthe extent Principal Payments are received for a particular Purchased Asset, all Costs and all other amounts payable by Seller and outstanding hereunder and under to Purchaser to reduce the other Transaction Documents (other than the Repurchase Price)Adjusted Purchase Price of such Purchased Asset to zero; (iii) third, to BuyerPurchaser, an amount equal to the aggregate Repurchase Price of the reduce each Purchased LoansAsset’s Adjusted Purchase Price, until the Aggregate Repurchase Price for all of the Purchased Loans has been reduced pro rata (based on its Percentage Interest), to zero; and; (iv) fourth, to Purchaser, an amount equal to any other amounts then due and payable to Purchaser or its Affiliates under any Transaction Document; and (v) fifth, to Seller, the remainder. (d) If at any time during the term of any Transaction any Income is distributed to Seller or Seller has otherwise received such Income and has made a payment in respect of such Income to Buyer pursuant to this Section 5, and for any reason such amount is required to be returned by Buyer to an obligor under such Purchased Loan (either before or after the Repurchase Date), Buyer may provide Seller with notice of such required return, and Seller shall pay the amount of such required return to Buyer by 11:00 a.m., New York time, on the Business Day following Seller’s receipt of such noticeif any. (e) Subject Notwithstanding the insufficiency of the funds on deposit or otherwise received in the Collection Account, Seller’s obligation to make the payments required to be made under this Article 5 shall be absolute without regard to the other provisions hereof, Seller shall be responsible for all Costs in respect adequacy of any Purchased Loans to the extent it would be so obligated if the Purchased Loans had not been sold to Buyer. Buyer shall provide Seller with notice of any Costs promptly upon receiving such notice, and Seller shall pay the amount of any Costs to Buyer by 11:00 a.m., New York time, on the later of (i) five (5) Business Days after Buyer has informed Seller that such amount is due under the Purchased Loan Documents and (ii) three (3) Business Days following Seller’s receipt of such noticeavailable funds.

INCOME PAYMENTS AND PRINCIPAL PAYMENTS. Paragraph 5 of the Agreement (“Income Payments”) is hereby deleted and replaced in its entirety by the following provisions of this Section 5: (a) On or before The Cash Management Account shall be established at the date hereof, Depository pursuant to the Control Agreement concurrently with the execution and delivery of this Agreement by Seller and Buyer. Buyer shall establish have sole dominion and maintain control over the Cash Management Account, which shall be subject to the Control Agreement. All Income in respect of the Purchased Assets and any payments made to Seller in respect of associated Hedging Transactions, as well as any interest received from the reinvestment of such Income, shall be deposited directly into the Cash Management Account and shall be remitted by the Depository in accordance with the Depository Bank a deposit account owned byapplicable provisions of Articles 5(b), in the name 5(c), 5(d), 5(e), 5(f), and 5(g) of and under the sole control of Buyer with this Agreement. (b) With respect to which the Blocked Account Agreement shall have been executed (such accountPurchased Assets, together with any replacement or successor thereofeach Mortgagor, the “Blocked Account”). Seller shall cause all Income issuer of a participation, servicer and trustee with respect to the Purchased Loans Asset or other assets (if cash) delivered borrower under Section 4 to be deposited in the Blocked Account no later than the next Business Day following its collection and receipt thereof. Simultaneously with the transfer of any a Purchased Loan under Section 3Asset shall have previously received from Seller an irrevocable direction letter, Seller shall deliver to each Mortgagor or obligor (or the related collection account bankinstructing, as applicable), the Mortgagor, issuer of a participation, servicer or the related lead lender or servicer under a Purchased Loan an irrevocable direction letter in form and substance satisfactory to Buyer instructing such Person to remit trustee with respect to the Blocked Account Purchased Asset or borrower to pay all amounts payable to Seller under the related Purchased Loan (unless such Mortgagor or obligor or related servicer or lender is already remitting payments Asset to Servicer pursuant to the ServicerServicing Agreement, whereupon Seller shall direct for immediate deposit by Servicer to remit all such amounts into the Blocked Cash Management Account and service such payments in accordance with pursuant to the Servicing Agreement and the provisions hereof) and shall provide to Buyer written proof of such deliveryAgreement. If a Mortgagor Mortgagor, issuer of a participation, servicer or obligor (trustee with respect to the Purchased Asset or the related collection account bank) or the related lead lender or servicer under a Purchased Loan borrower forwards any Income with respect to such a Purchased Loan Asset to Seller or any Affiliate of Seller rather than directly to the Blocked AccountServicer, Seller shall, or shall cause such Affiliate to, (i) deliver an additional irrevocable direction letter to the applicable Person Mortgagor, issuer of a participation, servicer or trustee with respect to the Purchased Asset or borrower and make other best efforts to cause such Person Mortgagor, issuer of a participation, servicer or trustee with respect to the Purchased Asset or borrower to forward such amounts directly to the Blocked Account Servicer and (ii) hold such amounts in trust for Buyer and immediately deposit in the Blocked Cash Management Account any such amounts. All Income in respect of the Portfolio Loans, which may include payments in respect of associated Hedging Transactions, shall be deposited directly into, or, if applicable, remitted directly from the applicable underlying collection account to, the Blocked Account. (bc) So long as no Event of Default or CF Sweep Event with respect to any Purchased Asset shall have occurred and be continuing, all Income on deposit in received by the Blocked Account Depository in respect of the Portfolio Loans Purchased Assets (other than scheduled or unscheduled Principal Payments and net sale proceeds) and the associated Hedging Transactions during each Collection Period shall be applied by the Buyer Depository on the related Remittance Date as followsin the following order of priority: (i) first, pro rata, (i) to Buyer Buyer, an amount equal to the Price Differential which that has accrued and is outstanding in respect of the Transactions as of such Business DayRemittance Date and (ii) to any Affiliated Hedge Counterparty, any amount then due and payable to an Affiliated Hedge Counterparty under any Hedging Transaction related to a Purchased Asset; (ii) second, to Buyer Buyer, an amount equal to all Costs and any other amounts payable by Seller due and outstanding hereunder and owing to Buyer or its Affiliates under the other any Transaction Documents (other than the Repurchase Price);Document; and (iii) third, if a Principal Payment in respect of any Purchased Loan has been made during such Collection Periodto Seller, to Buyer in respect of the Repurchase Price an amount equal to the greater of (i) the product of the amount of such Principal Payment multiplied by the Purchase Percentage and (ii) such greater amount, such that after giving effect to such payment of the applicable Repurchase Price, the aggregate Repurchase Price of the Portfolio Loans is less than or equal to the Asset Base, as determined by Buyer after giving effect to such payment; (iv) fourth, during the Facility Extension Period, to Buyer the Extended Repurchase Monthly Amount; (v) fifth, during the Facility Extension Period, to Buyer in respect of the Aggregate Repurchase Price until the Aggregate Repurchase Price for all of the Purchased Loans has been reduced to zero; and (vi) sixth, to remit to Seller the remainder, if any. If on any Remittance Date, the amounts deposited in the Blocked Account shall be insufficient to make the payments required under clauses . (id) through (iv) of this Section 5(b), the same shall constitute an So long as no Event of Default hereunder. (c) If an or CF Sweep Event of Default shall have occurred and be continuing, all Income any unscheduled Principal Payments and any Principal Payment due on deposit in the Blocked Account in respect maturity date of the a Purchased Loans and the associated Hedging Transactions Asset shall be applied by the Depository on the Business Day next following the Business Day on which such funds are deposited in the Blocked Cash Management Account as followsin the following order of priority: (i) first, pro rata, to Buyer, until the Purchase Price for such Purchased Asset has been reduced to the Target Price for such Purchased Asset as of the date of such payment (as determined by Buyer after giving effect to such Principal Payment and application of net sales proceeds, if applicable) and, solely with respect to any Hedging Transaction with an Affiliated Hedge Counterparty related to such Purchased Asset, an amount equal to any accrued and unpaid breakage costs under such Hedging Transaction related to such Purchased Asset; (ii) second, to Buyer, until the related Purchase Price for any other Purchased Asset as to which the Repurchase Price exceeds the Target Price (for this purpose, making such payment in the order of those Purchased Assets with the largest to smallest excess of Repurchase Price over Target Price), until the aggregate Repurchase Price for all of such Purchased Assets has been reduced to the aggregate Target Price for all of the Purchased Assets, respectively as of the date of such payment (as determined by Buyer after giving effect to such Principal Payment and application of net sale proceeds, if applicable); (iii) third, to make payment to Buyer of any other amounts due and owing to Buyer or its Affiliates under any Transaction Document; and (iv) fourth, to Seller, the remainder of such Principal Payments or net sale proceeds, if applicable. (e) So long as no Event of Default or CF Sweep Event shall have occurred and be continuing, any scheduled Principal Payments and any net sale proceeds in excess of the related Repurchase Price in respect of any Purchased Assets that is a portion of the Income received by the Depository during each Collection Period shall be applied by the Depository on the Remittance Date in the following order of priority: (i) first, pro rata, to Buyer, until the Purchase Price for such Purchased Asset has been reduced to the Target Price for such Purchased Asset as of the date of such payment (as determined by Buyer after giving effect to such Principal Payment and application of net sales proceeds, if applicable) and, solely with respect to any Hedging Transaction with an Affiliated Hedge Counterparty related to such Purchased Asset, an amount equal to any accrued and unpaid breakage costs under such Hedging Transaction related to such Purchased Asset; (ii) second, to Buyer, until the related Purchase Price for any other Purchased Asset as to which the Repurchase Price exceeds the Target Price (for this purpose, making such payment in the order of those Purchased Assets with the largest to smallest excess of Repurchase Price over Target Price), until the aggregate Repurchase Price for all of such Purchased Assets has been reduced to the aggregate Target Price for all of the Purchased Assets, respectively as of the date of such payment (as determined by Buyer after giving effect to such Principal Payment and application of net sale proceeds, if applicable); (iii) third, to make payment to Buyer of any other amounts due and owing to Buyer or its Affiliates under any Transaction Document; and (iv) fourth, to Seller, the remainder of such Principal Payments or net sale proceeds, if applicable. (f) If Buyer shall have determined that a CF Sweep Event shall have occurred, but no Event of Default shall have occurred and be continuing, all Income (excluding Principal Payments and any net sale proceeds in excess of the related Repurchase Price) received by the Depository in respect of the Purchased Assets and the associated Hedging Transactions shall be applied by the Depository on the related Remittance Date in the following order of priority: (i) first, pro rata, (i) to Buyer, an amount equal to the Price Differential which that has accrued and is outstanding in respect of all of the Transactions Purchased Assets as of such Business DayDay and (ii) to any Affiliated Hedge Counterparty, any amounts then due and payable to such Affiliated Hedge Counterparty under any Hedging Transaction related to such Purchased Asset; (ii) second, to Buyer, all Costs and all other amounts payable by Seller and outstanding hereunder and under the other Transaction Documents (other than an amount equal to the Repurchase PricePrice of each Purchased Asset until the Repurchase Price for such Purchased Asset has been reduced to the Target Price for such Purchased Asset as of the date of such payment (as determined by Buyer after giving effect to such Principal Payment and application of net sale proceeds, if any); (iii) third, to Buyer, an amount equal to the aggregate Repurchase Price of the Purchased Loans, until the Aggregate Repurchase Price for all of the Purchased Loans has been reduced any other amounts due and owing to zeroBuyer or its Affiliates under any Transaction Document; and (iv) fourth, to Seller, the any remainder. (dg) If at Upon the occurrence and continuance of a CF Sweep Event, but no Event of Default shall have occurred and be continuing, all Principal Payments and any time during net sale proceeds in excess of the term of any Transaction any Income is distributed to Seller or Seller has otherwise related Repurchase Price received such Income and has made a payment by the Depository in respect of the Purchased Assets and the associated Hedging Transactions shall be applied by the Depository on the related Remittance Date in the following order of priority: (i) first, pro rata, to Buyer, an amount equal to the Price Differential that has accreted and is outstanding in respect of all of the Purchased Assets as of such Income Business Day and any amounts then due and payable to an Affiliated Hedge Counterparty under any Hedging Transaction related to such Purchased Asset; (ii) second, to Buyer, on account of the Repurchase Price of each Purchased Asset until the Repurchase Price for such Purchased Asset has been reduced to the Target Price for such Purchased Asset as of the date of such payment (as determined by Buyer after giving effect to such Principal Payment and application of net sale proceeds, if any); (iii) third, to Buyer, an amount equal to any other amounts due and owing to Buyer pursuant or its Affiliates under any Transaction Document; and (iv) fourth, to this Section 5remit to Seller any remainder. (h) If an Event of Default shall have occurred and be continuing, all Income received by the Depository in respect of the Purchased Assets and for any reason such amount is required to the associated Hedging Transactions shall be returned applied by Buyer to an obligor under such Purchased Loan (either before or after the Repurchase Date), Buyer may provide Seller with notice of such required return, and Seller shall pay the amount of such required return to Buyer by 11:00 a.m., New York time, Depository on the Business Day next following Seller’s receipt the Business Day on which such funds are deposited in the Cash Management Account in the following order of such notice.priority: (ei) Subject first, pro rata, (i) to Buyer, an amount equal to the other provisions hereof, Seller shall be responsible for all Costs Price Differential that has accrued and is outstanding in respect of any Purchased Loans to the extent it would be so obligated if all of the Purchased Loans had not been sold to Buyer. Buyer shall provide Seller with notice Assets as of any Costs promptly upon receiving such notice, and Seller shall pay the amount of any Costs to Buyer by 11:00 a.m., New York time, on the later of (i) five (5) Business Days after Buyer has informed Seller that such amount is due under the Purchased Loan Documents Day and (ii) three to any Affiliated Hedge Counterparty, any amounts then due and payable to an Affiliated Hedge Counterparty under any Hedging Transaction related to such Purchased Asset; (3ii) Business Days following Seller’s receipt second, to Buyer on account of such noticethe Repurchase Price of the Purchased Assets until the Repurchase Price for all of the Purchased Assets has been reduced to zero; (iii) third, to Buyer , an amount equal to any other amounts due and owing to Buyer or its Affiliates under any Transaction Document; and (iv) fourth, to remit to Seller any remainder.

INCOME PAYMENTS AND PRINCIPAL PAYMENTS. The provisions of Paragraph 5 of the Agreement (“Income Payments”) is are hereby deleted modified and replaced superseded in its entirety their respective entireties by the following provisions of this Section 5: (a) On or before The Cash Management Account shall be established at the date hereof, Depository concurrently with the execution and delivery of the Agreement and this Annex I by Seller and Buyer. Buyer shall establish have sole dominion and maintain with control over the Depository Bank a deposit account owned by, in the name of and under the sole control of Buyer with respect to which the Blocked Account Agreement shall have been executed (such account, together with any replacement or successor thereof, the “Blocked Cash Management Account”). The Seller shall cause all Income with in respect to of the Purchased Loans or other assets (if cash) delivered under Section 4 Portfolio Collateral, as well as any payments in respect of associated Hedging Transactions, to be deposited directly into the Cash Management Account. Such income shall be remitted by the Depository in the Blocked Account no later than the next Business Day following its collection and receipt thereof. Simultaneously accordance with the transfer applicable provisions of any Sections 5(b), 5(c), 5(d) 5(e), 5(f) and 14(a)(iii) of this Annex I. (b) With respect to Purchased Loan under Section 3Loans, Seller shall deliver to each Mortgagor Mortgagor, issuer of a participation or obligor (or the related collection account bank, as applicable), or the related lead lender or servicer borrower under a Purchased Loan an irrevocable direction letter in the form and substance satisfactory attached as Exhibit X to Buyer this Agreement --------- instructing such Person the Mortgagor, issuer of a participation or borrower to remit to the Blocked Account pay all amounts payable to Seller under the related Purchased Loan (unless such Mortgagor or obligor or related servicer or lender is already remitting payments to the Servicer, whereupon Seller shall direct Servicer to remit all such amounts into the Blocked Cash Management Account and service such payments in accordance with the Servicing Agreement and the provisions hereof) and shall provide to Buyer written proof of such delivery. If a Mortgagor Mortgagor, issuer of a participation or obligor (or the related collection account bank) or the related lead lender or servicer under a Purchased Loan borrower forwards any Income with respect to such a Purchased Loan to Seller rather than directly to the Blocked Cash Management Account, Seller shall (i) deliver an additional irrevocable direction letter to the applicable Person Mortgagor, issuer of a participation or borrower and make other commercially reasonable efforts to cause such Person Mortgagor, issuer of a participation or borrower to forward such amounts directly to the Blocked Cash Management Account and (ii) hold such amounts in trust for Buyer and immediately deposit in the Blocked Cash Management Account any such amounts. All Income in respect of the Portfolio Loans, which may include payments in respect of associated Hedging Transactions, shall be deposited directly into, or, if applicable, remitted directly from the applicable underlying collection account to, the Blocked Account. (bc) So long as no Event of Default or CF Sweep Event with respect to any Purchased Security and Purchased Loan shall have occurred and be continuing, all Income on deposit in received by the Blocked Account Depository in respect of the Portfolio Loans Collateral and the associated Hedging Transactions (other than Principal Payments) during each Collection Period shall be applied by the Buyer Depository on the related Remittance Date as follows: (i) first, to remit to Buyer an amount equal to the Price Differential which has accrued and is outstanding as of such Remittance Date; and (ii) second, to remit to Seller the remainder, if any. (d) So long as no Event of Default with respect to any Purchased Security and Purchased Loan shall have occurred, any Principal Payment received by the Depository in respect of any Portfolio Collateral during each Collection Period (including, without limitation, after a CF Sweep Event shall have occurred) shall be applied by the Depository on the related Remittance Date in the following order of priority: (i) first, to make a payment to Buyer on account of the Repurchase Price of the Purchased Securities or Purchased Loans in respect of which such Principal Payment has been received, until the Repurchase Price for such Purchased Securities or Purchased Loans has been reduced to the Target Price for such Purchased Securities or Purchased Loans, respectively as of the date of such payment (as determined by Buyer after giving effect to such Principal Payment); (ii) second, to make a payment on account of the Repurchase Price of any other Purchased Securities or Purchased Loans as to which the Repurchase Price exceeds the Target Price (for this purpose, making such payment in the order of those Purchased Securities or Purchased Loans with the largest to smallest excess of Repurchase Price over Target Price), until the aggregate Repurchase Price for all of such Purchased Securities or Purchased Loans has been reduced to the aggregate Target Price for all of the Purchased Securities or Purchased Loans, respectively as of the date of such payment (as determined by Buyer after giving effect to such Principal Payment); and (iii) third, to remit to Seller the remainder of such Principal Payment. (e) If a CF Sweep Event with respect to any Purchased Security or Purchased Loan shall have occurred, all Income received by the Depository in respect of the Portfolio Collateral and the associated Hedging Transactions (other than Principal Payments) shall be applied by the Depository on the Business Day next following the Business Day on which such funds are deposited in the Cash Management Account as follows: (i) first, to remit to Buyer an amount equal to the Price Differential which has accrued and is outstanding in respect of all of the Transactions Purchased Securities and Purchased Loans as of such Business Day; (ii) second, to Buyer an amount equal to all Costs and other amounts payable by Seller and outstanding hereunder and under the other Transaction Documents (other than the Repurchase Price); (iii) third, if make a Principal Payment in respect of any Purchased Loan has been made during such Collection Period, payment to Buyer in respect on account of the Repurchase Price an amount equal of the Purchased Securities or Purchased Loans in respect of which a CF Sweep Event occurred, until Repurchase Price for such Purchased Securities or Purchased Loans has been reduced to the greater of (i) the product Target Price for such Purchased Securities or Purchased Loans, respectively, as of the amount date of such Principal Payment multiplied by the Purchase Percentage and payment (ii) such greater amount, such that after giving effect to such payment of the applicable Repurchase Price, the aggregate Repurchase Price of the Portfolio Loans is less than or equal to the Asset Base, as determined by Buyer after giving effect to such payment; (iv) fourth, during the Facility Extension Period, to Buyer the Extended Repurchase Monthly Amount; (v) fifth, during the Facility Extension Period, to Buyer in respect of the Aggregate Repurchase Price until the Aggregate Repurchase Price for all of the Purchased Loans has been reduced to zeroPrincipal Payment); and (viiii) sixththird, to remit to Seller the remainder, if any. If on any Remittance Date, the amounts deposited in the Blocked Account shall be insufficient to make the payments required under clauses (i) through (iv) of this Section 5(b), the same shall constitute an Event of Default hereunder. (cf) If an Event of Default shall have occurred and be continuing, all Income on deposit in received by the Blocked Account Depository in respect of the Purchased Loans Portfolio Collateral and the associated Hedging Transactions shall be applied by the Depository on the Business Day next following the Business Day on which such funds are deposited in the Blocked Cash Management Account as follows: (i) first, to Buyer, remit to Buyer an amount equal to the Price Differential which has accrued and is outstanding in respect of all of the Transactions Purchased Securities and Purchased Loans as of such Business Day; (ii) second, to Buyer, all Costs and all other amounts payable by Seller and outstanding hereunder and under make a payment to Buyer on account of the other Transaction Documents (other than the Repurchase Price); (iii) third, to Buyer, an amount equal to the aggregate Repurchase Price of the Purchased Loans, Securities and Purchased Loans until the Aggregate Repurchase Price for all of the Purchased Securities and Purchased Loans has been reduced to zero; and (iviii) fourththird, to Seller, remit to Seller the remainder. (d) If at any time during the term of any Transaction any Income is distributed to Seller or Seller has otherwise received such Income and has made a payment in respect of such Income to Buyer pursuant to this Section 5, and for any reason such amount is required to be returned by Buyer to an obligor under such Purchased Loan (either before or after the Repurchase Date), Buyer may provide Seller with notice of such required return, and Seller shall pay the amount of such required return to Buyer by 11:00 a.m., New York time, on the Business Day following Seller’s receipt of such notice. (e) Subject to the other provisions hereof, Seller shall be responsible for all Costs in respect of any Purchased Loans to the extent it would be so obligated if the Purchased Loans had not been sold to Buyer. Buyer shall provide Seller with notice of any Costs promptly upon receiving such notice, and Seller shall pay the amount of any Costs to Buyer by 11:00 a.m., New York time, on the later of (i) five (5) Business Days after Buyer has informed Seller that such amount is due under the Purchased Loan Documents and (ii) three (3) Business Days following Seller’s receipt of such notice.

INCOME PAYMENTS AND PRINCIPAL PAYMENTS. Paragraph 5 of the Agreement (“Income Payments”) is hereby deleted and replaced in its entirety by the following provisions of this Section 5: (a) On or before The Cash Management Account shall be established by Seller at Depository concurrently with the date hereof, execution and delivery of this Agreement by Seller and Buyer. Buyer shall establish have sole dominion and maintain control over the Cash Management Account. All Available Income in respect of the Purchased Assets received by the Servicer shall be deposited directly into the Cash Management Account in accordance with the terms of the Servicing Agreement. All such amounts transferred into the Cash Management Account shall be remitted by Depository Bank a deposit account owned byin accordance with the applicable provisions of Sections 5(c), 5(d), 5(e) and 14(b)(iii) of this Agreement. Buyer covenants that it shall only give Depository instructions in accordance with the name applicable provisions of Sections 5(c), 5(d), 5(e) and under the sole control 14(b)(iii) of Buyer with this Agreement. (b) With respect to which the Blocked Account Agreement shall have been executed (such account, together with any replacement or successor thereof, the “Blocked Account”). Seller shall cause all Income with respect to the each Purchased Loans or other assets (if cash) delivered under Section 4 to be deposited in the Blocked Account no later than the next Business Day following its collection and receipt thereof. Simultaneously with the transfer of any Purchased Loan under Section 3Asset, Seller shall deliver to each Mortgagor Mortgagor, issuer of a participation interest and servicer (including the Servicer pursuant to the Servicing Agreement) of a Purchased Asset an irrevocable redirection letter (the “Redirection Letter”) in the form attached as Exhibit X to this Agreement, with simultaneous copies to Servicer and Buyer, instructing the Mortgagor, issuer or obligor (or the related collection account bankservicer, as applicable), or the related lead lender or servicer under a Purchased Loan an irrevocable direction letter in form and substance satisfactory to Buyer instructing such Person to remit to the Blocked Account pay all amounts payable to Seller under the related Purchased Loan (unless such Mortgagor or obligor or related servicer or lender is already remitting payments Asset to the Servicer, whereupon Seller shall direct Servicer to remit all such amounts into the Blocked Account and service such payments in accordance with the Servicing Agreement and the provisions hereof) and shall provide to Buyer written proof of such deliveryCash Management Account. If a Mortgagor Mortgagor, issuer, servicer or other obligor (or the related collection account bank) or the related lead lender or servicer under a Purchased Loan forwards any Income with respect to such a Purchased Loan Asset to Seller or to any of its Affiliates rather than directly to the Blocked Cash Management Account, Seller shall (i) deliver an additional irrevocable direction letter Redirection Letter to such Person, with a simultaneous copy to the applicable Person Servicer and the Buyer, and make other commercially reasonable efforts to cause such Person to forward such amounts directly to the Blocked Account and Cash Management Account, (ii) hold such amounts in trust for the benefit of Buyer and (iii) immediately deposit such amounts in the Blocked Account any such amounts. All Income in respect of the Portfolio Loans, which may include payments in respect of associated Hedging Transactions, shall be deposited directly into, or, if applicable, remitted directly from the applicable underlying collection account to, the Blocked Cash Management Account. (bc) So long as no Event of Default shall have occurred and be continuing, all Available Income on deposit in the Blocked Cash Management Account in respect of the Portfolio Loans and the associated Hedging Transactions Purchased Assets during each Collection Period and on deposit in the Cash Management Account on the Remittance Date shall be applied by the Buyer Depository on the related Remittance Date as followsin the following order of priority, and all unscheduled Principal Payments in excess of $1,000,000 on deposit in the Cash Management Account at any time shall be applied by Depository on the second (2nd) Business Day immediately following the date any such unscheduled Principal Payment was deposited in the Cash Management Account in the following order of priority: (i) first, to remit to (a) Custodian an amount equal to any accrued and unpaid custodial fees and expenses and (b) Depository and Servicer an amount equal to the depository fee and the Unpaid Qualified Servicing Expenses, if any, respectively, due and payable on such Remittance Date; (ii) second, to remit to Buyer an amount equal to the Price Differential which has accrued and is outstanding in respect of the Transactions all Purchased Assets as of such Business Day; Remittance Date (ii) second, it being acknowledged that this remittance shall not be applicable in connection with the application of any Principal Payments related to Buyer an amount equal to all Costs and other amounts payable by Seller and outstanding hereunder and under the other Transaction Documents (other than the Repurchase Priceprincipal prepayments in part); (iii) third, if to remit to Buyer and Seller, pro rata, on account of the Purchase Price of the Purchased Assets in respect of which a Principal Payment in respect (or principal portion of any Purchased Loan net sales proceeds) has been made during received, based on the then current Purchase Price Percentage for such Collection Period, to Buyer in respect of the Repurchase Price an amount equal to the greater of (i) the product of the amount of such Principal Payment multiplied by the Purchase Percentage and (ii) such greater amount, such that after giving effect to such payment of the applicable Repurchase Price, the aggregate Repurchase Price of the Portfolio Loans is less than or equal to the Asset Base, as determined by Buyer after giving effect to such paymentPurchased Assets; (iv) fourth, during the Facility Extension Period, to remit to Buyer an amount equal to any unpaid fees, expenses and indemnity amounts due from Seller under the Extended Repurchase Monthly Amount;Transaction Documents; and (v) fifth, during the Facility Extension Period, to Buyer in respect of the Aggregate Repurchase Price until the Aggregate Repurchase Price for all of the Purchased Loans has been reduced to zero; and (vi) sixth, to remit to Seller the remainder, if any. If on any Remittance . (d) Notwithstanding Section 5(c) above, after the second (2nd) anniversary of the Initial Facility Termination Date, so long as no Event of Default shall have occurred and be continuing and the amounts facility has not been terminated, all Available Income on deposit in the Cash Management Account in respect of the Purchased Assets during each Collection Period and on deposit in the Cash Management Account on the Remittance Date shall be applied by Depository on the related Remittance Date in the following order of priority, and all unscheduled Principal Payments in excess of $1,000,000 on deposit in the Cash Management Account shall be applied by Depository on the second (2nd) Business Day immediately following the date any such unscheduled Principal Payment was deposited in the Blocked Cash Management Account shall be insufficient to make in the payments required under clauses following order of priority: (i) through first, to remit to (a) Custodian an amount equal to any accrued and unpaid custodial fees and expenses and (b) Depository and Servicer an amount equal to the depository fee and the Unpaid Qualified Servicing Expenses, if any, respectively, due and payable on such Remittance Date; (ii) second, to remit to Buyer an amount equal to the Price Differential which has accrued and is outstanding in respect of all Purchased Assets as of such Remittance Date (it being acknowledged that this remittance shall not be applicable in connection with the application of any Principal Payments related to principal prepayments in part); (iii) third, to remit to Buyer and Seller, pro rata, on account of the Purchase Price of the Purchased Assets in respect of which a Principal Payment (or principal portion of net sales proceeds) has been received, based on the then current Purchase Price Percentage for such Purchased Assets; provided, that if the application of such payment to Seller would cause the Concentration Limit to be exceeded, Buyer shall receive an additional amount equal to the lesser of (a) fifty percent (50)% of the amount that would otherwise be distributed to Seller pursuant to this clause third or (b) an amount equal to the amount required so that after giving effect to such payment the Concentration Limit is not exceeded; (iv) fourth, to remit to Buyer an amount equal to any unpaid fees, expenses and indemnity amounts due from Seller under the Transaction Documents; and (v) fifth, to remit to Seller the remainder, if any. (e) Prior to the application of this funds pursuant to Section 5(b5(d)(iii), the same shall constitute an and so long as no monetary Default, material non-monetary Default or Event of Default hereunderis continuing and Guarantor is maintaining its status as a publicly traded REIT, Seller shall be entitled upon written request to Buyer to receive the amount of funds not to exceed (a) (i) the sum of (A) ninety percent (90%) of the “real estate investment trust taxable income,” within the meaning of Section 857(b)(2) of the Code and (B) ninety percent (90%) of the excess of the “net income from foreclosure property” within the meaning of Section 857(b)(4)(A) of the Code, minus (ii) any “excess noncash income,” as determined under Section 857(e) of the Code, in each case calculated with respect to amounts recognized by the Guarantor in respect of the Purchased Assets for U.S. federal income tax purposes, as certified by the Seller to the Buyer in a written notice setting forth, to Buyer’s reasonable satisfaction, the calculation thereof; minus (b) any distributions previously made to Seller pursuant to Section 5(d). For the avoidance of doubt, the foregoing amount will be calculated without regard to Guarantor’s ability to declare a consent dividend pursuant to Section 565 of the Code. (cf) If an Event of Default shall have occurred and be continuing, all Income on deposit and in the Blocked Account event Buyer has not elected to exercise the remedy of a “sale” or “deemed sale” in accordance with Section 14(b)(iii) herein, all Available Income received by Buyer, Servicer or Depository in respect of the Purchased Loans Assets during each Collection Period and on deposit in the associated Hedging Transactions Cash Management Account shall be applied by Depository on the Business Day next following the Business Day on which such funds are deposited in the Blocked Cash Management Account as followsin the following order of priority: (i) first, to Buyerremit to (a) Custodian an amount equal to any accrued and unpaid custodial fees and expenses and (b) Depository and Servicer an amount equal to the depository fee and the Unpaid Qualified Servicing Expenses, if any, respectively, due and payable as of such Business Day; (ii) second, to remit to Buyer an amount equal to the Price Differential which has accrued and is outstanding in respect of the Transactions all Purchased Assets as of such Business Day; (ii) second, to Buyer, all Costs and all other amounts payable by Seller and outstanding hereunder and under the other Transaction Documents (other than the Repurchase Price); (iii) third, to Buyer, an amount equal make a payment to Buyer on account of the aggregate Repurchase Price of the Purchased Loans, Assets until the Aggregate Repurchase Price for all of the Purchased Loans Assets has been reduced to zero; and; (iv) fourth, to Sellerremit to Buyer an amount equal to any unpaid fees, expenses and indemnity amounts due from Seller under the Transaction Documents; and (v) fifth, to remit to Seller the remainder, if any. (dg) If at any time during Notwithstanding anything herein to the term of any Transaction any Income is distributed to Seller or Seller has otherwise received such Income and has made a payment in respect of such Income to Buyer pursuant to this Section 5contrary, and for any reason such amount is required to be returned by Buyer to an obligor under such Purchased Loan (either before or after the Repurchase Date), Buyer may provide Seller with notice of such required return, and on each Remittance Date Seller shall pay the amount of such required return to Buyer by 11:00 a.m.the accrued and unpaid Price Differential and pay to Custodian, New York timeDepository and Servicer their fees and expenses (to the extent then due and payable), in each case, regardless of whether there are sufficient funds in the Cash Management Account on the Business Day following Seller’s receipt of such noticeRemittance Date. (eh) Subject to the other provisions All Underlying Purchased Asset Reserves must be held and applied by Servicer in accordance with Section 29 hereof, Seller shall be responsible for all Costs in respect of any the Servicing Agreement and the applicable Purchased Loans to the extent it would be so obligated if the Purchased Loans had not been sold to Buyer. Buyer shall provide Seller with notice of any Costs promptly upon receiving such notice, and Seller shall pay the amount of any Costs to Buyer by 11:00 a.m., New York time, on the later of (i) five (5) Business Days after Buyer has informed Seller that such amount is due under the Purchased Loan Documents and (ii) three (3) Business Days following Seller’s receipt of such noticeAsset Documents.

INCOME PAYMENTS AND PRINCIPAL PAYMENTS. Paragraph 5 of the Agreement (“Income Payments”) is hereby deleted and replaced in its entirety by the following provisions of this Section 5: (a) On or before the date hereof, Seller and Buyer shall establish and maintain with the Depository Bank a deposit account owned by, in the name of Seller and under the sole control of Buyer with respect to which the Blocked Account Agreement shall have been executed (such account, together with any replacement or successor thereof, the “Blocked Account”). Seller shall cause all Income with respect to the Purchased Loans or other assets (if cash) delivered under Section 4 Assets to be deposited in the Blocked Account no later than Account. In furtherance of the next Business Day following its collection and receipt thereof. Simultaneously with the transfer of any Purchased Loan under Section 3foregoing, Seller shall deliver to each Mortgagor or obligor (or the related collection account bank, as applicable), or the related lead lender or servicer under a Purchased Loan an irrevocable direction letter in form and substance satisfactory to Buyer instructing such Person cause Servicer to remit to the Blocked Account all amounts payable to Seller under Income received in respect of the related Purchased Loan (unless such Mortgagor or obligor or related servicer or lender is already remitting payments to the Servicer, whereupon Seller shall direct Servicer to remit all such amounts into the Blocked Account and service such payments Assets in accordance with the Servicing Agreement and the provisions hereof) and shall provide to Buyer written proof of such delivery. If a Mortgagor or obligor (or the related collection account bank) or the related lead lender or servicer under a Purchased Loan forwards any Income with respect to such Purchased Loan to Seller rather than directly to the Blocked Account, Seller shall (i) deliver an additional irrevocable direction letter to the applicable Person and cause such Person to forward such amounts directly to the Blocked Account and (ii) hold such amounts in trust for Buyer and immediately deposit in the Blocked Account any such amountsServicer Re-Direction Letter. All Income in respect of the Portfolio LoansPurchased Assets, which may include payments in respect of associated Hedging Transactions, shall be deposited directly into, or, if applicable, remitted directly from the applicable underlying collection account to, the Blocked Account. (b) So long as no Unless an Event of Default shall have occurred and be continuing, on each Remittance Date, all Income on deposit in the Blocked Account in respect of the Portfolio Loans Purchased Assets and the associated Hedging Transactions during each Collection Period by the Depository Bank at the instruction of Buyer shall be applied by the Buyer on the related Remittance Date as follows: (i) first, to Buyer Buyer, an amount equal to the Price Differential which has accrued and is outstanding in respect of the Transactions as of such Business DayRemittance Date; (ii) second, to Buyer an amount equal to Buyer, any accrued and unpaid Unused Fee and all Transaction Costs and all other amounts payable by Seller and outstanding hereunder and under the other Transaction Documents (other than the Repurchase Price); (iii) third, if a Principal Payment in respect of any Purchased Loan Asset has been made during such the related Collection Period, to Buyer in respect of the Repurchase Price an amount equal to the greater of (i) the product of the amount of such Principal Payment Payment, multiplied by the applicable Purchase Percentage and Percentage; (iiiv) fourth, if a Margin Deficit shall exist with respect to one or more Purchased Assets, to Buyer, an amount such greater amountthat, such that after giving effect to such payment of the applicable Repurchase Pricepayment, the aggregate Repurchase Purchase Price of the Portfolio Loans Purchased Assets is less than or equal to the aggregate Asset BaseBase Components of the Purchased Assets, as determined by Buyer after giving effect to such payment; (iv) fourth, during payment to the Facility Extension Period, to Buyer extent of remaining funds in the Extended Repurchase Monthly Amount;Blocked Account; and (v) fifth, during the Facility Extension Periodto Seller, to Buyer in respect of the Aggregate Repurchase Price until the Aggregate Repurchase Price for all of the Purchased Loans has been reduced to zero; and (vi) sixth, to remit to Seller the remainder, if any. If If, on any Remittance Date, the amounts deposited in the Blocked Account shall be insufficient to make the payments required under clauses (i) through (iviii) above of this Section 5(b), and Seller does not otherwise make such payments on such Remittance Date, the same shall constitute an Event of Default hereunder. (c) If an Event of Default shall have occurred and be continuing, all Income on deposit in the Blocked Account in respect of the Purchased Loans Assets and the associated Hedging Transactions shall be applied on the Business Day next following the Business Day on which such funds are deposited as determined in the Blocked Account as follows: (i) first, Buyer’s sole discretion pursuant to Buyer, an amount equal to the Price Differential which has accrued and is outstanding in respect of the Transactions as of such Business Day; (ii) second, to Buyer, all Costs and all other amounts payable by Seller and outstanding hereunder and under the other Transaction Documents (other than the Repurchase PriceSection 14(b)(ii); (iii) third, to Buyer, an amount equal to the aggregate Repurchase Price of the Purchased Loans, until the Aggregate Repurchase Price for all of the Purchased Loans has been reduced to zero; and (iv) fourth, to Seller, the remainder. (d) If at any time during the term of any Transaction any Income is distributed to Seller with respect to the related Purchased Asset or Seller has otherwise received such Income and has made a payment in respect of such Income to Buyer pursuant to this Section 5, and for any reason such amount is required to be returned by Buyer to an obligor under such Purchased Loan Asset (either before or after the Repurchase Date), Buyer may provide Seller with notice of such required return, and Seller shall pay the amount of such required return to Buyer by 11:00 a.m., a.m. (New York time, ) on the Business Day following Seller’s receipt of such notice. (e) Subject to the other provisions hereof, Seller shall be responsible for all Transaction Costs in respect of any Purchased Loans Assets to the extent it would be so obligated if the Purchased Loans Assets had not been sold to Buyer. Buyer shall provide Seller with notice of any Costs promptly upon receiving such noticeTransaction Costs, and Seller shall pay the amount of any Transaction Costs to Buyer by 11:00 a.m., a.m. (New York time, ) on the later of (i) five (5) Business Days after the date on which Buyer has informed Seller that such amount is due under the Purchased Loan Asset Documents and (ii) three (3) Business Days following Seller’s receipt of such notice.

INCOME PAYMENTS AND PRINCIPAL PAYMENTS. Paragraph 5 of the Agreement (“Income Payments”) is hereby deleted and replaced in its entirety by the following provisions of this Section 5: (a) On or before The Depository Account shall be established at the date hereof, Depository pursuant to the Depository Agreement concurrently with the execution and delivery of this Agreement by Seller and Buyer. Buyer shall establish have sole dominion and maintain control over the Depository Account, which shall be subject to the Depository Agreement after the transfer thereof to the Depository pursuant to Article 4(b) below. All Income in respect of the Purchased Assets and any payments made to Seller in respect of associated Hedging Transactions, as well as any interest received from the reinvestment of such Income, shall be deposited directly by Servicer into the Depository Account in accordance with the Interim Servicing Agreement (or the related Servicer Notice) and shall be remitted by the Depository Bank a deposit account owned by, in the name of and under the sole control of Buyer with respect to which the Blocked Account Agreement shall have been executed (such account, together with any replacement or successor thereof, the “Blocked Account”). Seller shall cause all Income with respect to the Purchased Loans or other assets (if cash) delivered under Section 4 to be deposited in the Blocked Account no later than the next Business Day following its collection and receipt thereof. Simultaneously accordance with the transfer applicable provisions of Articles 4(c) through 4(e) of this Agreement. (b) Immediately upon the sale to Buyer of any Purchased Loan under Section 3Asset that is serviced primarily by Servicer, Seller shall deliver to each Mortgagor Mortgagor, issuer of a participation, servicer and trustee with respect to each Purchased Asset or obligor (or the related collection account bank, as applicable), or the related lead lender or servicer borrower under a Purchased Loan Asset an irrevocable direction letter in the form and substance satisfactory of Exhibit XIV (the “Redirection Letter”), instructing, as applicable, the Mortgagor, issuer of a participation, servicer or trustee with respect to Buyer instructing such Person Purchased Asset or borrower to remit to the Blocked Account pay all amounts payable to Seller under the related Purchased Loan (unless such Mortgagor or obligor or related servicer or lender is already remitting payments Asset to Servicer pursuant to the ServicerInterim Servicing Agreement, whereupon Seller shall direct for immediate deposit by Servicer to remit all such amounts into the Blocked Depository Account and service such payments in accordance with pursuant to the Interim Servicing Agreement and the provisions hereof) and shall provide to Buyer written proof of such deliveryAgreement. If a Mortgagor Mortgagor, issuer of a participation, servicer or obligor (or the related collection account bank) or the related lead lender or servicer under trustee with respect to a Purchased Loan Asset for which Servicer is the Primary Servicer forwards any Income with respect to such Purchased Loan Asset to Seller or any Affiliate of Seller rather than directly to the Blocked AccountServicer, Seller shall, or shall cause such Affiliate to, (i) deliver an additional irrevocable direction letter Re-Direction Letter to the applicable Person Mortgagor, issuer of a participation, servicer or trustee with respect to the Purchased Asset and make other best efforts to cause such Person Mortgagor, issuer of a participation, servicer or trustee with respect to the Purchased Asset to forward such amounts directly to Servicer for immediate deposit into the Blocked Depository Account and (ii) hold immediately transfer such amounts in trust for Buyer directly to Servicer. (c) So long as no Event of Default with respect to any Purchased Asset shall have occurred and immediately deposit in be continuing, all Income received by the Blocked Account any such amounts. All Income Depository in respect of the Portfolio Loans, which may include payments in respect of Purchased Assets (other than scheduled or unscheduled Principal Payments and net sale proceeds) and the associated Hedging Transactions, Transactions during each Collection Period shall be deposited directly intoapplied by the Depository on the related Remittance Date in the following order of priority: (i) first, orpro rata, (A) to Buyer, an amount equal to the Price Differential that has accreted and is outstanding as of such Remittance Date and (B) to any Affiliated Hedge Counterparty, any amount then due and payable to an Affiliated Hedge Counterparty under any Hedging Transaction related to a Purchased Asset; (ii) second, to Buyer, an amount equal to any other amounts then due and payable to Buyer or its Affiliates under any Transaction Document; (iii) third, to the Seller, the remainder, if applicable, remitted directly from the applicable underlying collection account to, the Blocked Accountany. (bd) So long as no Event of Default shall have occurred and be continuing, all Income on deposit in the Blocked Account in respect of the Portfolio Loans and the associated Hedging Transactions during each Collection Period any Principal Payments (whether scheduled or unscheduled, including, without limitation, net sale proceeds) shall be applied by the Buyer Depository on the related Remittance Date as followsBusiness Day following the Business Day on which such funds are deposited in the Depository Account in the following order of priority: (i) first, pro rata, (A) to Buyer Buyer, until the Repurchase Price for such Purchased Asset has been reduced to zero and (B) solely with respect to any Hedging Transaction with an Affiliated Hedge Counterparty related to such Purchased Asset, to such Affiliated Hedge Counterparty an amount equal to the Price Differential which has any accrued and is outstanding in respect of the Transactions as of unpaid breakage costs under such Business Day;Hedging Transaction related to such Purchased Asset; and (ii) second, to Buyer an amount equal Buyer, to all Costs and other amounts payable by Seller and outstanding hereunder and under the other Transaction Documents (other than reduce the Repurchase Price)Price of all other Purchased Assets until the Repurchase Price for all Purchased Assets has been reduced to zero, each such payment to be allocated in Buyer’s sole discretion among those Purchased Assets with respect to which the Repurchase Price has not been reduced to zero; (iii) third, if a Principal Payment in respect of any Purchased Loan has been made during such Collection Periodto Buyer, to Buyer in respect of the Repurchase Price an amount equal to the greater of (i) the product of the amount of such Principal Payment multiplied by the Purchase Percentage any other amounts due and (ii) such greater amount, such that after giving effect owing to such payment of the applicable Repurchase Price, the aggregate Repurchase Price of the Portfolio Loans is less than Buyer or equal to the Asset Base, as determined by Buyer after giving effect to such payment;its Affiliates under any Transaction Document; and (iv) fourth, during in the Facility Extension Periodevent that all of Seller’s obligations to Buyer under the Transaction Documents have been satisfied, to Buyer the Extended Repurchase Monthly Amount; (v) fifthSeller, during the Facility Extension Period, to Buyer in respect of the Aggregate Repurchase Price until the Aggregate Repurchase Price for all of the Purchased Loans has been reduced to zero; and (vi) sixth, to remit to Seller the remainder, if any. If on any Remittance Date, the amounts deposited in the Blocked Account shall be insufficient to make the payments required under clauses (i) through (iv) of this Section 5(b), the same shall constitute an Event of Default hereunder. (ce) If an Event of Default shall have occurred and be continuing, all Income on deposit in (including, without limitation, any Principal Payments, reserve amounts, or any other amounts received, without regard to their source) received by the Blocked Account Depository in respect of the a Purchased Loans and the associated Hedging Transactions Asset shall be applied by the Depository on the Business Day next following the Business Day on which such funds are deposited in the Blocked Depository Account as followsin the following order of priority: (i) first, pro rata, (A) to Buyer, an amount equal to the Price Differential which that has accrued accreted and is outstanding in respect of all of the Transactions Purchased Assets as of such Business DayDay and (B) to any Affiliated Hedge Counterparty, any amounts then due and payable to an Affiliated Hedge Counterparty under any Hedging Transaction related to such Purchased Asset; (ii) second, to Buyer, all Costs and all other amounts payable by Seller and outstanding hereunder and under the other Transaction Documents (other than on account of the Repurchase Price)Price of such Purchased Asset until the Repurchase Price has been reduced to zero; (iii) third, to Buyer, an amount equal to the aggregate Repurchase Price of the Purchased Loans, until the Aggregate Repurchase Price for all of the Purchased Loans has been reduced any other amounts due and owing to zeroBuyer or its Affiliates under any Transaction Document; and (iv) fourth, to Seller, any remainder for its own account; provided, however, that in the remainderevent that Buyer has exercised the remedies described in Article 11(b)(iii)(B) with respect to any or all Purchased Assets, Seller shall not be entitled to any proceeds from any eventual sale of such Purchased Assets. (df) If at Notwithstanding anything to the contrary contained in this Article 4, provided no Event of Default has occurred and is then continuing, every month all CNL Principal Income deposited into the Depository Account shall be held in escrow thereunder as additional Collateral by Depository pursuant to the Depository Agreement and the immediately following two sentences. So long as no Event of Default has occurred and is then continuing, Seller shall be permitted, upon Seller’s prior written request therefor to Buyer and Depository (the “CNL Income Collateral Direction Request”) to receive such portion of the CNL Principal Income necessary to fund CNL Equity Transaction Asset-related expenses and obligations in accordance with the underlying Purchased Asset Documents, provided that such request shall include the underlying notice request received by Seller pursuant to the underlying Purchased Asset Documents requiring such portion of the CNL Principal Income be re-directed downstream to CNL-A LLC, together with any time during the term other evidence reasonably requested by Buyer to justify such release of any Transaction any CNL Principal Income. Provided such CNL Income Collateral Direction Request is distributed to Seller or Seller has otherwise received such Income and has made a payment in respect of such Income reasonably acceptable to Buyer pursuant to this Section 5, the previous sentence (and for any reason such amount provided that no Event of Default has occurred and is required to be returned by Buyer to an obligor under such Purchased Loan (either before or after the Repurchase Datethen continuing), Buyer may provide Seller with notice of such required return, and Seller shall pay the amount of such required return to Buyer by 11:00 a.m., New York time, on the Business Day following Seller’s receipt of such notice. within no later than ten (e) Subject to the other provisions hereof, Seller shall be responsible for all Costs in respect of any Purchased Loans to the extent it would be so obligated if the Purchased Loans had not been sold to Buyer. Buyer shall provide Seller with notice of any Costs promptly upon receiving such notice, and Seller shall pay the amount of any Costs to Buyer by 11:00 a.m., New York time, on the later of (i) five (510) Business Days after receiving such request, Buyer has informed Seller that agrees to countersign such amount is due under request giving Depository instructions necessary to release such requested portion of CNL Principal Income to Seller, in accordance with the Purchased Loan Documents and (ii) three (3) Business Days following Seller’s receipt of such noticeDepository Agreement.