Common use of INITIATION; CONFIRMATION; TERMINATION; FEES Clause in Contracts

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Seller may prior to the Facility Termination Date, from time to time request that Administrative Agent, on behalf of ▇▇▇▇▇▇, enter into a Transaction with respect to one or more New Assets by submitting a Preliminary Due Diligence Package for Administrative Agent, on behalf of Buyers’ review and approval, which approval shall be in the sole discretion of Administrative Agent, as exercised in good faith. Notwithstanding anything to the contrary herein, Administrative Agent, on behalf of Buyers, shall have no obligation to consider for purchase any New Asset if, immediately after the purchase of such New Asset, the Aggregate Repurchase Price would exceed the Facility Amount. Administrative Agent, Buyers and their respective representatives shall have the right to review all New Assets proposed to be sold to Administrative Agent, on behalf of Buyers, in any Transaction and to conduct its own due diligence investigation of such New Assets as Administrative Agent and Buyers determine is necessary in Administrative Agent’s sole discretion exercised in good faith. Notwithstanding any provision to the contrary herein or in any other Transaction Document, Administrative Agent, on behalf of ▇▇▇▇▇▇, shall be entitled to determine, in its sole discretion exercised in good faith, whether a New Asset qualifies as an Eligible Asset or whether to reject any New Asset proposed to be sold to Administrative Agent, on behalf of Buyers, by Seller, and Administrative Agent, on behalf of Buyers, shall have no obligation to enter into any Transactions, which Transactions shall be entered into in the sole discretion of Administrative Agent, on behalf of ▇▇▇▇▇▇, exercised in good faith. (b) Upon Administrative Agent’s receipt of a Preliminary Due Diligence Package, Administrative Agent, on behalf of Buyers, shall have the right to request a Supplemental Due Diligence Package to evaluate the proposed Transaction. Upon Administrative Agent’s receipt or waiver of such Supplemental Due Diligence Package, Administrative Agent, on behalf of Buyers, shall, in its sole discretion exercised in good faith, within three (3) Business Days, either (i) notify Seller of its intent to proceed with the Transaction, together with its determination of the Purchase Price and the Market Value for the related New Asset (such notice, a “Preliminary Approval”) or (ii) deny Seller’s request. Administrative Agent’s failure to respond to Seller within three (3) Business Days shall be deemed to be a denial of Seller’s request to enter into the proposed Transaction, unless Administrative Agent, on behalf of Buyers, and Seller have agreed otherwise in writing. (c) Upon Seller’s receipt of Preliminary Approval with respect to a Transaction, Seller shall, if Seller desires to enter into such Transaction with respect to the related New Asset upon the terms set forth by Administrative Agent, on behalf of Buyers, in the Preliminary Approval, deliver the documents set forth below in this Section 3(c) with respect to each New Asset and related Eligible Property or Properties (to the extent not already delivered in the Preliminary Due Diligence Package or in the Supplemental Due Diligence Package) as a condition precedent to a Final Approval and issuance of a Confirmation, all in a manner and/or form satisfactory to Administrative Agent in its sole discretion exercised in good faith and pursuant to documentation satisfactory to Administrative Agent, on behalf of Buyers, in its sole discretion exercised in good faith:

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Each Seller may prior to the Facility Termination Datemay, from time to time during the Revolving Period, request that Administrative Agent, on behalf of ▇▇▇▇▇▇, Buyer enter into a Transaction with respect to one or more New Assets Mortgage Loans proposed to be sold to Buyer by such Seller. Such Seller shall initiate each request by submitting the Purchased Loan Information for each Mortgage Loan and, if applicable, a Preliminary Due Diligence Package request that the Purchase Price be remitted to the Disbursement Account (a “Transaction Request”) to Repo Agent for Administrative Repo Agent, on behalf of Buyers’ ’s review and approval, which . All fundings are subject to Repo Agent’s approval shall in its sole and absolute discretion. This Agreement is not a commitment by ▇▇▇▇▇ to enter into Transactions with either Seller but rather sets forth the procedures to be used in the sole discretion of Administrative Agent, as exercised in good faithconnection with periodic requests for Buyer to enter into Transactions with each Seller. Notwithstanding anything to the contrary herein, Administrative Agent, on behalf of Buyers, shall have Each Seller hereby acknowledges that Buyer is under no obligation to consider for agree to enter into, or to enter into, any Transaction, to purchase any New Asset if, immediately after the purchase of such New Asset, the Aggregate Repurchase Price would exceed the Facility AmountMortgage Loan. Administrative Agent, Buyers Buyer and their respective its representatives shall have the right to review all New Assets proposed to be sold to Administrative Agent, on behalf of Buyers, Mortgage Loans in connection with any Transaction and to conduct its own due diligence investigation of such New Assets Mortgage Loans, pursuant to Section 20, as Administrative Agent and Buyers determine Buyer determines is necessary in Administrative AgentBuyer’s sole discretion exercised in good faithand absolute discretion. Notwithstanding any provision to the contrary herein or in any other Transaction Document, Administrative Agent, on behalf of ▇▇▇▇▇▇, Buyer or Repo Agent shall be entitled to determinemake a determination, in its sole discretion exercised in good faithand absolute discretion, whether a New Asset Mortgage Loan qualifies as an Eligible Asset or Loan, and whether to reject any New Asset proposed request to be sold purchase such Mortgage Loan. The Aggregate Repurchase Price of Purchased Loans subject to Administrative Agent, on behalf of Buyers, by Seller, and Administrative Agent, on behalf of Buyers, shall have no obligation to enter into any Transactions, which outstanding Transactions shall be entered into in not at any time exceed the sole discretion of Administrative Agent, on behalf of ▇▇▇▇▇▇, exercised in good faithFacility Amount. (b) Upon Administrative Agent’s receipt of If a Preliminary Due Diligence PackageSeller submits a Transaction Request to Repo Agent before 10:00 a.m. (New York City time) on a Business Day during the Revolving Period, Administrative Agent, on behalf of Buyers, Repo Agent shall have within two (2) Business Days (excluding the right to request a Supplemental Due Diligence Package to evaluate the proposed Transaction. Upon Administrative Agent’s receipt or waiver day of such Supplemental Due Diligence Package, Administrative Agent, on behalf of Buyers, shall, in its sole discretion exercised in good faith, within three (3) Business Daysreceipt), either (i) notify such Seller of its Buyer’s intent to proceed with the Transaction, together with subject to the terms and conditions of this Agreement, and of its determination of with respect to the Purchase Price and the Market Asset Value for the related New Asset Mortgage Loan (such notice, a “Preliminary Approval”) or (ii) deny deny, in Repo Agent’s sole and absolute discretion, such Seller’s requestrequest for the applicable Transaction. Administrative Repo Agent’s failure to respond to such Seller within three two (32) Business Days shall be deemed to be a denial of such Seller’s request to enter into the proposed Transaction, unless Administrative Agent, on behalf of Buyers, Repo Agent and such Seller have agreed otherwise in writing. (c) Upon a Seller’s receipt of Repo Agent’s Preliminary Approval with respect to a Transaction, such Seller shall, if such Seller desires to enter into such Transaction with respect to the related New Asset Mortgage Loan, upon the terms set forth by Administrative Agent, on behalf of Buyers, Repo Agent in the its Preliminary Approval, deliver the documents set forth below in this Section 3(c) with respect to each New Asset Mortgage Loan and related Eligible Mortgaged Property or Mortgaged Properties (to the extent applicable and not already delivered to Buyer or Custodian in connection with Repo Agent’s review of the Preliminary Due Diligence Package or in the Supplemental Due Diligence Packageproposed Transaction) as a condition precedent to a Final Approval and Buyer’s issuance of a Confirmation, all in a manner and/or form satisfactory to Administrative Repo Agent in its sole and absolute discretion exercised in good faith and pursuant to documentation satisfactory to Administrative Agent, on behalf of Buyers, Repo Agent in its sole discretion exercised in good faithand absolute discretion:

INITIATION; CONFIRMATION; TERMINATION; FEES. The provisions of Paragraph 3 of the Agreement (“Initiation; Confirmation; Termination”) are hereby deleted and replaced in their respective entireties by the following provisions of this Section 3: (a) Seller may may, from time to time, prior to the Facility Termination Date, from time to time request that Administrative Agent, on behalf of ▇▇▇▇▇▇, Buyer enter into a Transaction with respect to one or more New Assets Loans. Seller shall initiate each request by submitting a Preliminary Due Diligence Package for Administrative Agent, on behalf of Buyers’ Buyer’s review and approval, which approval shall be in the sole discretion of Administrative Agent, as exercised in good faith. Notwithstanding anything to the contrary herein, Administrative Agent, on behalf of Buyers, Buyer shall have no obligation to consider for purchase any New Asset if, immediately after the purchase of such New Asset, the Aggregate proposed Transaction that has an aggregate Repurchase Price would exceed (excluding the Price Differential with respect to the Purchased Loans as of the date of determination) that when combined with all Purchased Loans which have not been repurchased by Seller hereunder exceeds the Facility Amount. Administrative Agent, Buyers and their respective representatives Buyer shall have the right to review all New Assets Loans proposed to be sold to Administrative Agent, on behalf of Buyers, Buyer in any Transaction and to conduct its own due diligence investigation of such New Assets Loans as Administrative Agent and Buyers determine Buyer determines is necessary in Administrative Agent’s sole discretion exercised in good faithreasonably necessary. Seller agrees to promptly reimburse Buyer for its Diligence Fees upon request for payment or reimbursement thereof. Notwithstanding any provision to the contrary herein or in any other Transaction Document, Administrative Agent, on behalf of ▇▇▇▇▇▇, Buyer shall be entitled to determinemake a determination, in its sole discretion exercised in good faithand absolute discretion, whether a New Asset Loan qualifies as an Eligible Asset or Loan and whether to reject any or all of the New Asset Loans proposed to be sold to Administrative Agent, on behalf of Buyers, Buyer by Seller, and Administrative Agent, on behalf of Buyers, . Buyer shall have no obligation to enter into consider for purchase any Transactions, which Transactions shall be entered into in New Loans proposed by Seller after the sole discretion of Administrative Agent, on behalf of ▇▇▇▇▇▇, exercised in good faithoriginal Facility Termination Date or during the Facility Extension Period (if applicable). (b) Upon Administrative AgentBuyer’s receipt of a complete Preliminary Due Diligence PackagePackage with respect to a proposed Transaction, Administrative Agent, on behalf of Buyers, Buyer shall have the right within two (2) Business Days, to request in a Supplemental Due Diligence Package List such additional Diligence Materials and deliveries that Buyer deems necessary to properly evaluate the proposed TransactionNew Loans. Upon Administrative AgentBuyer’s receipt or waiver of such Supplemental Due additional Diligence PackageMaterials or Buyer’s waiver thereof, Administrative Agent, on behalf of Buyers, shall, in its sole discretion exercised in good faith, Buyer shall within three five (35) Business Days, Days either (i) notify Seller of its Buyer’s intent to proceed with the Transaction, together with Transaction and of its determination of with respect to the Purchase Price and the Market Value for the related New Asset Loans (such notice, a “Preliminary Approval”) or (ii) deny deny, in Buyer’s sole and absolute discretion, Seller’s requestrequest for the applicable Transaction. Administrative AgentBuyer’s failure to respond to Seller within three five (35) Business Days Days, as applicable, shall be deemed to be a denial of Seller’s request to enter into the proposed Transaction, unless Administrative Agent, on behalf of Buyers, Buyer and Seller have agreed otherwise in writing. (c) Upon Seller’s receipt of Buyer’s Preliminary Approval with respect to a Transaction, Seller shall, if Seller desires to enter into such Transaction with respect to the related New Asset Loans upon the terms set forth by Administrative Agent, on behalf of Buyers, Buyer in the its Preliminary Approval, deliver the documents set forth below in this Section 3(c) with respect to each New Asset Loan and related Eligible Property or Properties (to the extent not already delivered in the Preliminary Due Diligence Package or in the pursuant to a Supplemental Due Diligence PackageList) as a condition precedent to a Buyer’s Final Approval and issuance of a ConfirmationConfirmation (as defined below), all in a manner and/or form reasonably satisfactory to Administrative Agent in its sole discretion exercised in good faith Buyer and pursuant to documentation reasonably satisfactory to Administrative Agent, on behalf of Buyers, in its sole discretion exercised in good faithBuyer:

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Seller may may, from time to time, prior to the Facility Termination Date, from time to time request that Administrative Agent, on behalf of ▇▇▇▇▇▇, Buyer enter into a Transaction with respect to one or more New Assets Assets. Seller shall initiate each request by submitting a Preliminary Due Diligence Package for Administrative Agent, on behalf of Buyers’ Buyer’s review and approval, which approval shall be in the ▇▇▇▇▇’s sole discretion of Administrative Agent, as exercised in good faithfaith discretion. Notwithstanding anything to the contrary herein, Administrative Agent, on behalf of Buyers, Buyer shall have no obligation to consider for purchase any New Asset if, immediately after the purchase of such New Asset, the Aggregate Repurchase Price (including the proposed Purchase Price of such New Asset) would exceed the Facility Amount. Administrative Agent, Buyers Buyer and their respective its representatives shall have the right to review all New Assets proposed to be sold to Administrative Agent, on behalf of Buyers, Buyer in any Transaction and to conduct its own due diligence investigation of such New Assets as Administrative Agent and Buyers determine Buyer determines is necessary in Administrative AgentBuyer’s sole discretion exercised in good faith. Notwithstanding any provision to the contrary herein or in any other Transaction Document, Administrative Agent, on behalf of ▇▇▇▇▇▇, shall be entitled to determine, in its sole discretion exercised in good faith, whether a New Asset qualifies as an Eligible Asset or whether to reject any New Asset proposed to be sold to Administrative Agent, on behalf of Buyers, by Seller, and Administrative Agent, on behalf of Buyers, shall have no obligation to enter into any Transactions, which Transactions shall be entered into in the sole discretion of Administrative Agent, on behalf of ▇▇▇▇▇▇, exercised in good faithfaith discretion. (b) Upon Administrative Agent▇▇▇▇▇’s receipt of a Preliminary Due Diligence PackagePackage with respect to a New Asset, Administrative Agent, on behalf of Buyers, Buyer shall have the right to request a Supplemental Due Diligence Package to evaluate the proposed Transactionsuch New Asset. Upon Administrative AgentBuyer’s receipt or waiver of such Supplemental Due Diligence PackagePackage or Buyer’s waiver thereof, Administrative Agent, on behalf of Buyers, Buyer shall, in its sole discretion exercised in good faith, within three five (35) Business Days, either (i) notify Seller of its Buyer’s intent to proceed with the Transaction, together with Transaction and of its determination of with respect to the Purchase Price and the Market Value for the related New Asset (such notice, a “Preliminary Approval”) or (ii) deny deny, in Buyer’s sole good faith discretion, Seller’s requestrequest for the applicable Transaction. Administrative AgentBuyer’s failure to respond to Seller within three five (35) Business Days Days, as applicable, shall be deemed to be a denial of Seller’s request to enter into the proposed Transaction, unless Administrative Agent, on behalf of Buyers, Buyer and Seller have agreed otherwise in writing. (c) Upon Seller’s receipt of Buyer’s Preliminary Approval with respect to a Transaction, Seller shall, if Seller desires to enter into such Transaction with respect to the related New Asset upon the terms set forth by Administrative Agent, on behalf of Buyers, Buyer in the its Preliminary Approval, deliver the documents set forth below in this Section 3(c) with respect to each New Asset and related Eligible Property or Properties (to the extent not already delivered in the Preliminary Due Diligence Package or in the Supplemental Due Diligence Package) as a condition precedent to a Buyer’s Final Approval and issuance of a Confirmation, all in a manner and/or form satisfactory to Administrative Agent Buyer in its Buyer’s sole discretion exercised in good faith discretion and pursuant to documentation satisfactory to Administrative Agent, on behalf of Buyers, Buyer in its Buyer’s sole discretion exercised in good faithfaith discretion:

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Seller may prior to the earlier to occur of the Facility Termination DateDate and the commencement of a Wind Down Period, from time to time request that Administrative Agent, on behalf of ▇▇▇▇▇▇, Buyer enter into a Transaction with respect to one or more New Assets by submitting a Preliminary Due Diligence Package for Administrative Agent, on behalf of Buyers’ Buyer’s review and approval, which approval shall be in the Buyer’s sole discretion of Administrative Agent, as exercised in good faithdiscretion. Notwithstanding anything to the contrary herein, Administrative Agent, on behalf of Buyers, Buyer shall have no obligation to consider for purchase any New Asset if, (x) immediately after the purchase of such New Asset, the Aggregate Repurchase Price would exceed the Facility AmountAmount or (y) a Wind Down Period has commenced. Administrative Agent, Buyers Buyer and their respective its representatives shall have the right to review all New Assets proposed to be sold to Administrative Agent, on behalf of Buyers, Buyer in any Transaction and to conduct its own due diligence investigation of such New Assets as Administrative Agent and Buyers determine Buyer determines is necessary in Administrative AgentBuyer’s sole discretion exercised in good faithdiscretion. Notwithstanding any provision to the contrary herein or in any other Transaction Document, Administrative Agent, on behalf of ▇▇▇▇▇▇, Buyer shall be entitled to determine, in its sole discretion exercised in good faithdiscretion, whether a New Asset qualifies as an Eligible Asset or whether to reject any New Asset proposed to be sold to Administrative Agent, on behalf of Buyers, Buyer by Seller, and Administrative Agent, on behalf of Buyers, shall have no obligation to enter into any Transactions, which Transactions shall be entered into in the sole discretion of Administrative Agent, on behalf of ▇▇▇▇▇▇, exercised in good faith. (b) Upon Administrative AgentBuyer’s receipt of a Preliminary Due Diligence Package, Administrative Agent, on behalf of Buyers, Buyer shall have the right to request a Supplemental Due Diligence Package to evaluate the proposed Transaction. Upon Administrative AgentBuyer’s receipt or waiver of such Supplemental Due Diligence Package, Administrative Agent, on behalf of Buyers, Buyer shall, in its sole discretion exercised in good faithdiscretion, within three five (35) Business Days, either (i) notify Seller of its intent to proceed with the Transaction, Transaction together with its determination of the Purchase Price and the Market Value Asset Exposure Ratio for the related New Asset (such notice, a “Preliminary Approval”) or (ii) deny Seller’s request. Administrative AgentBuyer’s failure to respond to Seller within three five (35) Business Days shall be deemed to be a denial of Seller’s request to enter into the proposed Transaction, unless Administrative Agent, on behalf of Buyers, Buyer and Seller have agreed otherwise in writing. (c) Upon Seller’s receipt of Preliminary Approval with respect to a Transaction, Seller shall, if Seller desires to enter into such Transaction with respect to the related New Asset upon the terms set forth by Administrative Agent, on behalf of Buyers, Buyer in the Preliminary Approval, deliver the documents set forth below in this Section 3(c) with respect to each New Asset and related Eligible Property or Properties (to the extent not already delivered in the Preliminary Due Diligence Package or in the Supplemental Due Diligence Package) as a condition precedent to a Final Approval and issuance of a Confirmation, all in a manner and/or form satisfactory to Administrative Agent Buyer in its sole discretion exercised in good faith and pursuant to documentation satisfactory to Administrative Agent, on behalf of Buyers, Buyer in its sole discretion exercised in good faithdiscretion:

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Each Seller may prior to the Facility Termination Datemay, from time to time during the Revolving Period, request that Administrative Agent, on behalf of ▇▇▇▇▇▇, Buyer enter into a Transaction with respect to one or more New Assets Mortgage Loans proposed to be sold to Buyer by such Seller. Such Seller shall initiate each request by submitting the Purchased Loan Information for each Mortgage Loan (a Preliminary Due Diligence Package “Transaction Request”) to Repo Agent for Administrative Repo Agent, on behalf of Buyers’ ’s review and approval, which . All fundings are subject to Repo Agent’s approval shall in its sole and absolute discretion. This Agreement is not a commitment by Buyer to enter into Transactions with either Seller but rather sets forth the procedures to be used in the sole discretion of Administrative Agent, as exercised in good faithconnection with periodic requests for Buyer to enter into Transactions with each Seller. Notwithstanding anything to the contrary herein, Administrative Agent, on behalf of Buyers, shall have Each Seller hereby acknowledges that Buyer is under no obligation to consider for agree to enter into, or to enter into, any Transaction, to purchase any New Asset if, immediately after the purchase of such New Asset, the Aggregate Repurchase Price would exceed the Facility AmountMortgage Loan. Administrative Agent, Buyers Buyer and their respective its representatives shall have the right to review all New Assets proposed to be sold to Administrative Agent, on behalf of Buyers, Mortgage Loans in connection with any Transaction and to conduct its own due diligence investigation of such New Assets Mortgage Loans, pursuant to Section 20, as Administrative Agent and Buyers determine Buyer determines is necessary in Administrative AgentBuyer’s sole discretion exercised in good faithand absolute discretion. Notwithstanding any provision to the contrary herein or in any other Transaction Document, Administrative Agent, on behalf of ▇▇▇▇▇▇, Buyer or Repo Agent shall be entitled to determinemake a determination, in its sole discretion exercised in good faithand absolute discretion, whether a New Asset Mortgage Loan qualifies as an Eligible Asset or Loan, and whether to reject any New Asset proposed request to be sold purchase such Mortgage Loan. The Aggregate Repurchase Price of Purchased Loans subject to Administrative Agent, on behalf of Buyers, by Seller, and Administrative Agent, on behalf of Buyers, shall have no obligation to enter into any Transactions, which outstanding Transactions shall be entered into in not at any time exceed the sole discretion of Administrative Agent, on behalf of ▇▇▇▇▇▇, exercised in good faithFacility Amount. (b) Upon Administrative Agent’s receipt of If a Preliminary Due Diligence PackageSeller submits a Transaction Request to Repo Agent before 10:00 a.m. (New York City time) on a Business Day during the Revolving Period, Administrative Agent, on behalf of Buyers, Repo Agent shall have within two (2) Business Days (excluding the right to request a Supplemental Due Diligence Package to evaluate the proposed Transaction. Upon Administrative Agent’s receipt or waiver day of such Supplemental Due Diligence Package, Administrative Agent, on behalf of Buyers, shall, in its sole discretion exercised in good faith, within three (3) Business Daysreceipt), either (i) notify such Seller of its Buyer’s intent to proceed with the Transaction, together with subject to the terms and conditions of this Agreement, and of its determination of with respect to the Purchase Price and the Market Asset Value for the related New Asset Mortgage Loan (such notice, a “Preliminary Approval”) or (ii) deny deny, in Repo Agent’s sole and absolute discretion, such Seller’s requestrequest for the applicable Transaction. Administrative Repo Agent’s failure to respond to such Seller within three two (32) Business Days shall be deemed to be a denial of such Seller’s request to enter into the proposed Transaction, unless Administrative Agent, on behalf of Buyers, Repo Agent and such Seller have agreed otherwise in writing. (c) Upon a Seller’s receipt of Repo Agent’s Preliminary Approval with respect to a Transaction, such Seller shall, if such Seller desires to enter into such Transaction with respect to the related New Asset Mortgage Loan, upon the terms set forth by Administrative Agent, on behalf of Buyers, Repo Agent in the its Preliminary Approval, deliver the documents set forth below in this Section 3(c) with respect to each New Asset Mortgage Loan and related Eligible Mortgaged Property or Mortgaged Properties (to the extent applicable and not already delivered to Buyer or Custodian in connection with Repo Agent’s review of the Preliminary Due Diligence Package or in the Supplemental Due Diligence Packageproposed Transaction) as a condition precedent to a Final Approval and Buyer’s issuance of a Confirmation, all in a manner and/or form satisfactory to Administrative Repo Agent in its sole and absolute discretion exercised in good faith and pursuant to documentation satisfactory to Administrative Agent, on behalf of Buyers, Repo Agent in its sole discretion exercised in good faithand absolute discretion:

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Seller may may, from time to time, prior to the Facility Termination Date, from time to time request that Administrative Agent, on behalf of ▇▇▇▇▇▇, Buyer enter into a Transaction with respect to one or more New Assets Assets. Seller shall initiate each request by submitting a Preliminary Due Diligence Package for Administrative Agent, on behalf of Buyers’ Buyer’s review and approval, which approval shall be in the Buyer’s sole discretion of Administrative Agent, as exercised in good faithfaith discretion. Notwithstanding anything to the contrary herein, Administrative Agent, on behalf of Buyers, Buyer shall have no obligation to consider for purchase any New Asset if, immediately after the purchase of such New Asset, the Aggregate Repurchase Price (including the proposed Purchase Price of such New Asset) would exceed the Facility Amount. Administrative Agent, Buyers Buyer and their respective its representatives shall have the right to review all New Assets proposed to be sold to Administrative Agent, on behalf of Buyers, Buyer in any Transaction and to conduct its own due diligence investigation of such New Assets as Administrative Agent and Buyers determine Buyer determines is necessary in Administrative AgentBuyer’s sole discretion exercised in good faithfaith discretion. Notwithstanding any provision to the contrary herein or in any other Transaction Document, Administrative Agent, on behalf of ▇▇▇▇▇▇, Buyer shall be entitled to determinemake a determination, in its Buyer’s sole discretion exercised in good faithfaith discretion, whether a New Asset qualifies as an Eligible Asset or whether to reject any New Asset proposed to be sold to Administrative Agent, on behalf of Buyers, Buyer by Seller, and Administrative Agent, on behalf of Buyers, shall have no obligation to enter into any Transactions, which Transactions shall be entered into in the sole discretion of Administrative Agent, on behalf of ▇▇▇▇▇▇, exercised in good faith. (b) Upon Administrative AgentBuyer’s receipt of a Preliminary Due Diligence PackagePackage with respect to a New Asset, Administrative Agent, on behalf of Buyers, Buyer shall have the right to request a Supplemental Due Diligence Package to evaluate the proposed Transactionsuch New Asset. Upon Administrative AgentBuyer’s receipt or waiver of such Supplemental Due Diligence PackagePackage or Buyer’s waiver thereof, Administrative Agent, on behalf of Buyers, Buyer shall, in its sole discretion exercised in good faith, within three five (35) Business Days, either (i) notify Seller of its Buyer’s intent to proceed with the Transaction, together with Transaction and of its determination of with respect to the Purchase Price and the Market Value for the related New Asset (such notice, a “Preliminary Approval”) or (ii) deny deny, in Buyer’s sole good faith discretion, Seller’s requestrequest for the applicable Transaction. Administrative AgentBuyer’s failure to respond to Seller within three five (35) Business Days Days, as applicable, shall be deemed to be a denial of Seller’s request to enter into the proposed Transaction, unless Administrative Agent, on behalf of Buyers, Buyer and Seller have agreed otherwise in writing. (c) Upon Seller’s receipt of Buyer’s Preliminary Approval with respect to a Transaction, Seller shall, if Seller desires to enter into such Transaction with respect to the related New Asset upon the terms set forth by Administrative Agent, on behalf of Buyers, Buyer in the its Preliminary Approval, deliver the documents set forth below in this Section 3(c) with respect to each New Asset and related Eligible Property or Properties (to the extent not already delivered in the Preliminary Due Diligence Package or in the Supplemental Due Diligence Package) as a condition precedent to a Buyer’s Final Approval and issuance of a Confirmation, all in a manner and/or form satisfactory to Administrative Agent Buyer in its Buyer’s sole discretion exercised in good faith discretion and pursuant to documentation satisfactory to Administrative Agent, on behalf of Buyers, Buyer in its Buyer’s sole discretion exercised in good faithfaith discretion:

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Seller may prior Subject to the terms and conditions set forth in this Agreement (including, without limitation, the “Transaction Conditions Precedent” specified in Section 3(b) of this Agreement), an agreement to enter into a Transaction shall be made in writing at the initiation of Seller as provided below; provided, however, that (i) the aggregate outstanding Purchase Price at any time for all Transactions shall not exceed the Facility Termination DateAmount and (ii) Buyer shall not have any obligation to enter into Transactions with Seller after the occurrence and during the continuance of a Default or an Event of Default or after the Facility Availability Period. Seller may, from time to time request that Administrative Agenttime, on behalf submit to Buyer a Transaction Request, in the form of ▇▇▇▇▇▇Exhibit VIII attached hereto, for Buyer’s review and approval in order to enter into a Transaction with respect to one or more New Assets by submitting any Eligible Loan that Seller proposes to be included as Collateral under this Agreement. Upon Buyer’s receipt of a Preliminary complete Due Diligence Package for Administrative AgentPackage, on behalf of Buyers’ review and approval, which approval shall be in the sole discretion of Administrative Agent, as exercised in good faith. Notwithstanding anything to the contrary herein, Administrative Agent, on behalf of Buyers, shall have no obligation to consider for purchase any New Asset if, immediately after the purchase of such New Asset, the Aggregate Repurchase Price would exceed the Facility Amount. Administrative Agent, Buyers and their respective representatives Buyer shall have the right to review all New Assets proposed to be sold to Administrative Agent, on behalf of Buyersrequest, in any Transaction Buyer’s good faith business judgment, additional diligence materials and deliveries with respect to conduct its own due diligence investigation the applicable Eligible Loan, to the extent necessary for Buyer’s underwriting of such New Assets as Administrative Agent and Buyers determine is necessary in Administrative Agent’s sole discretion exercised in good faithEligible Loan. Notwithstanding any provision to the contrary herein or in any other Transaction Document, Administrative Agent, on behalf of ▇▇▇▇▇▇, shall be entitled to determine, in its sole discretion exercised in good faith, whether a New Asset qualifies as an Eligible Asset or whether to reject any New Asset proposed to be sold to Administrative Agent, on behalf of Buyers, by Seller, and Administrative Agent, on behalf of Buyers, shall have no obligation to enter into any Transactions, which Transactions shall be entered into in the sole discretion of Administrative Agent, on behalf of ▇▇▇▇▇▇, exercised in good faith. (b) Upon Administrative AgentBuyer’s receipt of a Preliminary Due Diligence Packagethe Transaction Request, Administrative Agent, on behalf of Buyers, shall have the right to request a Supplemental Due Diligence Package and additional diligence materials, Buyer shall use commercially reasonable efforts to evaluate the proposed Transaction. Upon Administrative Agent’s receipt or waiver of such Supplemental Due Diligence Package, Administrative Agent, on behalf of Buyers, shall, in its sole discretion exercised in good faith, within three ten (310) Business DaysDays and following receipt of internal credit approval, either (i) notify Seller of its intent to proceed with the Transaction, together with its determination of the Purchase Price and the Market Value for the related New Asset (such notice, a “Preliminary Approval”) Eligible Loan or (ii) deny Seller’s requestrequest for a Transaction. Administrative AgentBuyer’s failure to respond to Seller within three ten (310) Business Days shall be deemed to be a denial of Seller’s request to enter into the proposed for a Transaction, unless Administrative Agent, on behalf of Buyers, Buyer and Seller have agreed otherwise in writing. Buyer shall have the right to review all Eligible Loans proposed to be sold to Buyer in any Transaction and to conduct its own due diligence investigation of such Eligible Loans as Buyer reasonably determines. Buyer shall be entitled to make a determination, in its sole discretion, that it shall or shall not purchase any or all of the Eligible Loans proposed to be sold to Buyer by Seller. On the Purchase Date for the Transaction which shall be on a date mutually agreed upon by Buyer and Seller following the approval of an Eligible Loan by Buyer, the Purchased Loan shall be transferred to Buyer against the transfer of the Purchase Price to an account of Seller. Notwithstanding anything to the contrary in this Agreement, Seller shall have the right to revoke its request for a Transaction at any time up to the Business Day prior to the proposed Purchase Date for such Transaction which Purchase Date was mutually agreed upon by Buyer and Seller. (b) Upon agreeing to enter into a Transaction hereunder, provided each of the Transaction Conditions Precedent shall have been satisfied (or waived by Buyer), Buyer shall promptly deliver to Seller a written confirmation in the form of Exhibit I attached hereto of each Transaction (a “Confirmation”). Such Confirmation shall describe the Purchased Loans, shall identify Buyer and Seller, and shall set forth: (i) the Purchase Date, (ii) the Purchase Price Percentage and the Purchase Price for such Purchased Loan, (iii) the Repurchase Date, (iv) the Pricing Rate, and (v) any additional terms or conditions not inconsistent with this Agreement. With respect to any Transaction, the Pricing Rate shall be determined initially on the Pricing Rate Determination Date applicable to the first Pricing Rate Period for such Transaction, and shall be reset on each subsequent Pricing Rate Determination Date for the next succeeding Pricing Rate Period for such Transaction. Buyer or its agent shall determine in accordance with the terms of this Agreement the Pricing Rate on each Pricing Rate Determination Date for the related Pricing Rate Period and notify Seller of such rate for such period on such subsequent Pricing Rate Determination Date. For purposes of this Section 3(b), the “Transaction Conditions Precedent” shall be deemed to have been satisfied with respect to any proposed Transaction if: (A) no Default or Event of Default under this Agreement shall have occurred and be continuing as of the Purchase Date for such proposed Transaction; (B) the representations and warranties made by Seller in any of the Transaction Documents shall be true and correct in all material respects as of the Purchase Date for such Transaction, before and after giving effect to such Transaction, as though made on such Purchase Date (except to the extent such representations and warranties are made as of a particular date and except with respect to the representations and warranties for each individual Purchased Loan set forth in Exhibit VI hereto which are made as of the related Purchase Date only); (C) Buyer shall have received from Seller all corporate and governmental approvals and closing documentation as Buyer may reasonably request, (D) Seller shall have paid all of Buyer’s out-of-pocket costs and expenses pursuant to Section 30(d) of this Agreement; (E) Buyer shall have (A) determined, in accordance with the applicable provisions of Section 3(a) of this Agreement, that the Assets proposed to be sold to Buyer by Seller in such Transaction are Eligible Loans and (B) obtained internal credit approval for the inclusion of such Eligible Loan as a Purchased Loan in a Transaction; (F) Buyer shall have determined that no Material Adverse Change has occurred and is continuing; (G) as of the applicable Purchase Date, the Debt Yield Test is satisfied and the Concentration Limit is not breached or violated (or, if as of the applicable Purchase Date, the Debt Yield Test is not satisfied or the Concentration Limit is breached or violated, then after the proposed Transaction is consummated the Debt Yield Test is satisfied and the Concentration Limit is not breached or violated); and (H) at least two of Messrs. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or ▇▇▇▇▇▇ ▇▇▇▇▇ are in the employ of NRFC (unless Buyer in its sole discretion accepts a replacement at the time two or more of such Persons are not in the employ of NRFC). (c) Upon Seller’s receipt Each Confirmation, together with this Agreement, shall be conclusive evidence of Preliminary Approval the terms of the Transaction(s) covered thereby unless specific objection is made no less than three (3) Business Days after the date thereof. In the event of any conflict between the terms of such Confirmation and the terms of this Agreement, the Confirmation shall prevail. An objection sent by Seller with respect to any Confirmation must state specifically that the writing is an objection, must specify the provision(s) of such Confirmation being objected to by Seller, must set forth such provision(s) in the manner that Seller believes such provisions should be stated, and must be sent by Seller no more than five (5) Business Days after such Confirmation is received by Seller. (d) No Transaction shall be terminable on demand by Buyer (other than upon the occurrence and during the continuance of an Event of Default). Seller shall be entitled to terminate a Transaction on demand, in whole only, and repurchase the Purchased Loan subject to a Transaction on any Business Day prior to the Repurchase Date (an “Early Repurchase Date”); provided, however, that: (i) Seller notifies Buyer in writing of its intent to terminate such Transaction and repurchase such Purchased Loan no later than three (3) Business Days prior to such Early Repurchase Date (or such shorter period of time as Buyer may agree to); provided, that Seller shall have the right to revoke such notice at any time up to the Business Day prior to such Early Repurchase Date, (ii) on such Early Repurchase Date Seller pays to Buyer an amount equal to the sum of the Repurchase Price for such Transaction, 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 any other amounts payable under this Agreement (including, without limitation, Section 3(i) of this Agreement) with respect to such Transaction against transfer to Seller or its agent of such Purchased Loan, (iii) on such Early Repurchase Date, following the payment of the amounts set forth in subclause (ii) above, no Margin Deficit exists, and (iv) no Default exists or will exist as a result of such early repurchase. Such notice shall set forth the Early Repurchase Date and shall identify with particularity the Purchased Loans to be repurchased on such Early Repurchase Date. (e) On the Repurchase Date, termination of the applicable Transaction will be effected by transfer to Seller or its agent of the applicable Purchased Loan and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Section 5 of this Agreement) against the simultaneous transfer to an account of Buyer of the Repurchase Price, 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 any other amounts payable under this Agreement with respect to such Transaction. (f) On any Remittance Date before the Repurchase Date, Seller shall have the right, from time to time, to transfer cash to Buyer for the purpose of reducing the Purchase Price of, but not terminating, a Transaction and without the release of any Collateral and without any prepayment fee or penalty. (g) If prior to the first day of any Pricing Rate Period with respect to any Transaction, Buyer shall have determined in the exercise of its reasonable business judgment (which determination shall be conclusive and binding upon Seller) that, (i) by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBO Rate for such Pricing Rate Period, or (ii) the LIBO Rate determined or to be determined for such Pricing Rate Period will not adequately and fairly reflect the cost to Buyer (as determined and certified by Buyer) of making or maintaining Transactions during such Pricing Rate Period, Buyer shall give telecopy or telephonic notice (with written notice to follow the next Business Day) thereof to Seller as soon as practicable thereafter. If such notice is given and provided Buyer shall be making the same determination generally on all of its similarly situated customers, the Pricing Rate with respect to such Transaction for such Pricing Rate Period, and for any subsequent Pricing Rate Periods until such notice has been withdrawn by Buyer shall be a per annum rate equal to the Prime Rate plus 100 basis points (1.00%) (the “Alternative Rate”). (h) Notwithstanding any other provision herein, if the adoption of or any change in any Requirement of Law or in the interpretation or application thereof shall make it unlawful for Buyer to effect Transactions as contemplated by the Transaction Documents, (a) the commitment of Buyer hereunder to enter into new Transactions shall forthwith be canceled, and (b) the Transactions then outstanding shall be converted automatically to Alternative Rate Transactions on the last day of the then current Pricing Rate Period or within such earlier period as may be required by law. If any such conversion of a Transaction occurs on a day which is not the last day of the then current Pricing Rate Period with respect to such Transaction, Seller shall pay to Buyer such amounts, if any, as may be required pursuant to Section 3(i) of this Agreement. (i) Upon written demand by Buyer, Seller shall indemnify Buyer and hold Buyer harmless from any net actual, out-of-pocket loss or expense (not to include any lost profit or opportunity) (including, without limitation, reasonable actual attorneys’ fees and disbursements) which Buyer sustains or incurs as a consequence of (i) default by Seller in terminating any Transaction after Seller has given a notice in accordance with Section 3(d) hereof of a termination of a Transaction, (ii) any payment of the Repurchase Price on any day other than a Remittance Date or the Repurchase Date (including, without limitation, any such actual, out-of- pocket loss or expense arising from the reemployment of funds obtained by Buyer to maintain Transactions hereunder or from customary and reasonable fees payable to terminate the deposits from which such funds were obtained) or (iii) a default by Seller shallin selling Eligible Loans after Seller has notified Buyer of a proposed Transaction and Buyer has agreed to purchase such Eligible Loans in accordance with the provisions of this Agreement. A certificate as to such actual costs, if Seller desires losses, damages and expenses, setting forth the calculations therefor shall be submitted promptly by Buyer to enter into such Transaction Seller. (j) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof by any Governmental Authority or compliance by Buyer with any request or directive from any central bank or other Governmental Authority having jurisdiction over Buyer made subsequent to the date hereof: (i) shall subject Buyer to any tax of any kind whatsoever with respect to the related New Asset upon Transaction Documents, any Purchased Loan or any Transaction, or change the terms set forth basis of taxation of payments to Buyer in respect thereof (except for income taxes and any changes in the rate of tax on Buyer’s overall net income); or (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of Buyer which is not otherwise included in the determination of the LIBO Rate hereunder; and the result of any of the foregoing is to increase the cost to Buyer, by Administrative Agent, on behalf of Buyersan amount which Buyer deems, in the Preliminary Approvalexercise of its reasonable business judgment, deliver to be material, of entering into, continuing or maintaining Transactions or to reduce in a material manner any amount receivable under the documents set forth below Transaction Documents in respect thereof; then, in any such case and provided Buyer imposes such additional costs generally on all of its similarly situated customers, Seller shall promptly pay Buyer any additional amounts necessary to compensate Buyer for such increased cost or reduced amount receivable. If Buyer becomes entitled to claim any additional amounts pursuant to this Section 3(c3(j), it shall notify Seller in writing of the event by reason of which it has become so entitled. Such notification as to the calculation of any additional amounts payable pursuant to this subsection shall be submitted by Buyer to Seller. This covenant shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased Loans. (k) If Buyer shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by Buyer or any corporation controlling Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof has the effect of reducing the rate of return on Buyer’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which Buyer or such corporation could have achieved but for such adoption, change or compliance (taking into consideration Buyer’s or such corporation’s policies with respect to each New Asset capital adequacy) by an amount deemed by Buyer, in the exercise of its reasonable business judgment, to be material, then from time to time, after submission by Buyer to Seller of a written request therefor, and related Eligible Property provided Buyer imposes such additional costs generally on all of its similarly situated customers, Seller shall pay to Buyer such additional amount or Properties (amounts as will compensate Buyer for such reduction. Such notification as to the extent not already delivered in the Preliminary Due Diligence Package or in the Supplemental Due Diligence Package) as a condition precedent to a Final Approval and issuance calculation of a Confirmation, all in a manner and/or form satisfactory to Administrative Agent in its sole discretion exercised in good faith and any additional amounts payable pursuant to documentation satisfactory this subsection shall be submitted by Buyer to Administrative Agent, on behalf Seller. This covenant shall survive the termination of Buyers, in its sole discretion exercised in good faith:this Agreement and the repurchase by Seller of any or all of the Purchased Loans.

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Seller may prior 2.1 Subject to the Facility Termination Dateterms and conditions set forth in this Agreement (including, without limitation, the “Transaction Conditions Precedent” specified in Section 2.2 of this Agreement) the Buyers shall from time to time request separately enter into Transactions with Seller on any Business Day from and including the Effective Date to but excluding the Termination Date and pursuant to any such Transaction, Seller shall be entitled to sell, repurchase and re-sell any assets in accordance with this Agreement; provided, however, that Administrative Agent, on behalf the aggregate Repurchase Price (excluding Exit Fees and the Price Differential with respect to the Purchased Assets as of ▇▇▇▇▇▇, the date of determination) for all Transactions shall not exceed the Maximum Facility Amount. An agreement to enter into a Transaction shall be made in writing at the initiation of Seller as provided below. Seller shall give the Buyer written notice of each proposed Transaction and the Buyer shall inform Seller of their determination with respect to one or more New Assets by submitting a Preliminary Due Diligence Package for Administrative Agent, on behalf of Buyers’ review and approval, which approval shall any assets proposed to be in the sole discretion of Administrative Agent, as exercised in good faith. Notwithstanding anything sold to the contrary herein, Administrative Agent, on behalf of Buyers, shall have no obligation to consider for purchase any New Asset if, immediately after the purchase of such New Asset, the Aggregate Repurchase Price would exceed the Facility AmountBuyer by Seller solely in accordance with Exhibit VII attached hereto. Administrative Agent, Buyers and their respective representatives The Buyer shall have the right to review all New Assets Eligible Loans proposed to be sold to Administrative Agent, on behalf of Buyers, the Buyer in any Transaction and to conduct its own due diligence investigation of such New Assets Eligible Loans as Administrative Agent and Buyers determine is necessary in Administrative Agent’s sole discretion exercised in good faiththe Buyer determines. Notwithstanding any provision to the contrary herein or in any other Transaction Document, Administrative Agent, on behalf of ▇▇▇▇▇▇, The Buyer shall be entitled to determinemake a determination, in its sole discretion exercised in good faithdiscretion, whether a that they shall not purchase any or all of the New Asset qualifies as an Eligible Asset or whether to reject any New Asset Assets proposed to be sold to Administrative Agent, on behalf of Buyers, the Buyer by Seller, and Administrative Agent, on behalf of Buyers, shall have no obligation to enter into any Transactions, which Transactions shall be entered into in . On the sole discretion of Administrative Agent, on behalf of ▇▇▇▇▇▇, exercised in good faith. (b) Upon Administrative Agent’s receipt of a Preliminary Due Diligence Package, Administrative Agent, on behalf of Buyers, shall have the right to request a Supplemental Due Diligence Package to evaluate the proposed Transaction. Upon Administrative Agent’s receipt or waiver of such Supplemental Due Diligence Package, Administrative Agent, on behalf of Buyers, shall, in its sole discretion exercised in good faith, within three (3) Business Days, either (i) notify Seller of its intent to proceed with Purchase Date for the Transaction, together which shall be no later than fifteen (15) days after Seller has received the notice of approval of the request for transaction in accordance with Exhibit VII attached hereto and at least two (2) Business Days from the date upon which the Confirmation is fully executed by Seller and the Buyer, provided each of the Transaction Conditions Precedent shall have been satisfied (or waived by the Buyer), the Purchased Assets shall be transferred to the Buyer or its determination agent against the transfer of the Purchase Price and the Market Value for the related New Asset to an account of Seller. On each Subsequent Purchase Date, which shall be no less than two (such notice, a “Preliminary Approval”) or (ii) deny Seller’s request. Administrative Agent’s failure to respond to Seller within three (32) Business Days following the date upon which the Confirmation is fully executed by the Buyer and Seller in accordance with Exhibit VII attached hereto, provided each of the Transaction Conditions Precedent shall have been satisfied (or waived by the Buyer), the Buyer shall transfer to the account of Seller all or the portion of the Contingent Purchase Price requested in such Confirmation. Upon the execution and delivery of any such Confirmation in connection with a Subsequent Purchase Date, such Confirmation shall supercede any previous confirmation executed and delivered in respect of the relevant Purchased Asset. 2.2 Upon agreeing to enter into a Transaction hereunder, provided each of the Transaction Conditions Precedent shall have been satisfied (or waived by the Buyer), Seller shall prepare and Seller and the Buyer shall execute a written confirmation in the form of Exhibit I attached hereto of each Transaction (a “Confirmation”) and follow all other Transaction procedures described in Exhibit VII attached hereto. In the absence of execution and delivery by the Buyer of a separate Confirmation with respect to each Purchased Asset which is the subject of a proposed Transaction, Buyer shall under no circumstances be deemed to be a denial of Seller’s request to enter into the proposed Transaction, unless Administrative Agent, on behalf of Buyers, and Seller have agreed otherwise in writing. (c) Upon Seller’s receipt of Preliminary Approval with respect to a Transaction, Seller shall, if Seller desires to enter into such Transaction or purchase such Purchased Asset. With respect to any Transaction, the Pricing Rate shall be determined initially on the Purchase Date applicable to such Transaction, and shall be reset on each Reset Date for the related Pricing Rate Period. The Buyer or its agent shall determine in accordance with the terms of this Agreement the Pricing Rate on each Reset Date for the related Pricing Rate Period and notify Seller and Custodian of such rate for such period on the Reset Date. For purposes of this Agreement, the “Transaction Conditions Precedent” shall be deemed to have been satisfied with respect to any proposed Transaction if: (a) no Default or Event of Default under this Agreement shall have occurred and be continuing as of the Purchase Date for such proposed Transaction; (b) the representations and warranties made by Seller in each of the Transaction Documents shall be true and correct in all material respects as of the Purchase Date for such Transaction; (c) no Margin Deficit shall exist, either immediately prior to or after giving effect to the requested Transaction; (d) none of the following shall have occurred and be continuing: (i) an event or events shall have occurred in the determination of Buyer resulting in the effective absence of a “repo market” or related New “lending market” for purchasing (subject to repurchase) or financing debt obligations secured by commercial mortgage loans or securities or an event or events shall have occurred resulting in Buyer not being able to finance Purchased Assets through the “repo market” or “lending market” with traditional counterparties at rates which would have been commercially reasonable prior to the occurrence of such event or events; or (ii) an event or events shall have occurred resulting in the effective absence of a “securities market” for securities backed by Purchased Assets or an event or events shall have occurred resulting in the Buyer not being able to sell securities backed by Purchased Assets at prices which would have been commercially reasonable prior to such event or events; or (iii) there shall have occurred a material adverse change in the “repo market” or comparable “lending market” which affects (or can reasonably be expected to affect) materially and adversely the ability of Seller to fund its obligations under this Agreement; (e) the Buyer shall have received, reviewed and approved the applicable Diligence Materials, the Purchased Asset upon Documents and any source documentation or supporting information referenced therein, including without limitation third party reports; (f) the terms set forth Buyer’s counsel shall have completed in full any legal review requested by Administrative Agent, on behalf of Buyersthe Buyer; (g) the Buyer shall have (A) determined, in accordance with the Preliminary Approvalapplicable provisions of Section 2.1 of this Agreement, deliver that the documents set forth below assets proposed to be sold to the Buyer by Seller in this Section 3(csuch Transaction are Eligible Assets, (B) determined that the Purchase Price of no single asset proposed to be sold to the Buyer by Seller in such Transaction exceeds 20% of the Maximum Facility Amount (unless the relevant Eligible Loan is investment grade), (C) completed all legal due diligence in respect of such Eligible Loans and (D) obtained internal credit approval for the inclusion of such Eligible Loans as Purchased Assets in a Transaction; (h) the (i) Purchase Price of any Purchased Asset sold to the Buyer under the Agreement on any Purchase Date shall not be less than $1,000,000 and (ii) the portion of the Contingent Purchase Price related to any Purchased Asset paid by the Buyer to Seller on any Purchase Date shall not be less than $1,000,000; (i) Reserved; (j) the Buyer shall have received the Custodial Agreement, executed and delivered by an authorized officer of each of the parties thereto; (k) the Buyer shall have received the Guarantee, executed and delivered by an authorized officer of Guarantor, and the Guarantee shall be in the form attached hereto as Exhibit XI; (l) the Buyer shall have received an opinion of counsel to Seller with respect to due authorization, execution and delivery and enforceability and the perfection of the Buyer’s security interests in the New Assets, and such opinion shall be satisfactory to the Buyer in form and substance; and (m) with respect to each New Purchased Loan that is not a Table Funded Purchased Loan, the Buyer shall have received a Trust Receipt from the Custodian, and with respect to each Table Funded Purchased Loan, the Buyer shall have received an executed Bailee Agreement and a Trust Receipt (as defined in such Bailee Agreement) from the Settlement Agent; and (n) with respect to any Purchased Asset that is acquired by Seller from an Affiliate of Seller, the Buyers shall have received the written agreement of such Affiliate (i) consenting to Seller’s pledge of such Purchased Asset and any Collateral related Eligible Property or Properties thereto to each Buyer under this Agreement and (ii) agreeing that, if the transfer by such Affiliate to Seller is deemed to be a loan by Seller to such Affiliate, such Affiliate’s rights in respect of such Purchased Asset and any Collateral related thereto shall be subject and subordinate to the rights of the Buyers under this Agreement. 2.3 Upon execution by the Buyer, each Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby. 2.4 No Transaction shall be terminable on demand by the Buyer, other than (1) upon the occurrence and during the continuance of an Event of Default by Seller and/or (2) to the extent not already delivered of such Eligible Assets, with respect to any Eligible Assets that become delinquent, defaulted or similarly affected, as determined in the Preliminary Due Diligence Package Buyer's sole discretion. Seller shall be entitled to (and shall, in the event demand is given by the Buyer pursuant to the immediately preceding sentence, in accordance with the Buyer's demand) terminate a Transaction in whole or in part on demand and repurchase all or a portion of the Supplemental Due Diligence Package) as a condition precedent Purchased Assets subject to a Final Approval Transaction on any Business Day prior to the Repurchase Date (an “Early Repurchase Date”); provided, however, that: (a) Seller repurchases on such Early Repurchase Date, all or the portion of the Purchased Assets subject to such Transaction which Seller has elected to repurchase; (b) Seller notifies the Buyer in writing of its intent to terminate such Transaction and issuance repurchase such Purchased Assets no less than two (2) Business Days prior to such Early Repurchase Date; (c) on such Early Repurchase Date, Seller pays to the Buyer an amount equal to the sum of the Repurchase Price for such Transaction (or, in the case of a Confirmation, all termination of a Transaction in a manner and/or form satisfactory part an amount acceptable to Administrative Agent the Buyer in its sole discretion exercised in good faith discretion, but not more than such Repurchase Price), and pursuant any other amounts payable under this Agreement (including, without limitation, Section 2.11 of this Agreement) with respect to documentation satisfactory such Transaction against transfer to Administrative Agent, on behalf Seller or its agent of Buyers, in its sole discretion exercised in good faith:such Purchased Assets; and

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Seller may may, from time to time, prior to the Facility Termination Date, from time to time request that Administrative Agent, on behalf of ▇▇▇▇▇▇, Buyer enter into a Transaction with respect to one or more New Assets Assets. Seller shall initiate each request by submitting a Preliminary Due Diligence Package for Administrative Agent, on behalf of Buyers’ Buyer’s review and approval, which approval shall be in the Buyer’s sole discretion of Administrative Agent, as exercised in good faithfaith discretion. Notwithstanding anything to the contrary herein, Administrative Agent, on behalf of Buyers, Buyer shall have no obligation to consider for purchase any New Asset if, immediately after the purchase of such New Asset, the Aggregate Repurchase Price (including the proposed Purchase Price of such New Asset) would exceed the Facility Amount. Administrative Agent, Buyers Buyer and their respective its representatives shall have the right to review all New Assets proposed to be sold to Administrative Agent, on behalf of Buyers, Buyer in any Transaction and to conduct its own due diligence investigation of such New Assets as Administrative Agent and Buyers determine Buyer determines is necessary in Administrative AgentBuyer’s sole discretion exercised in good faithfaith discretion. Notwithstanding any provision to the contrary herein or in any other Transaction Document, Administrative Agent, on behalf of ▇▇▇▇▇▇, Buyer shall be entitled to determinemake a determination, in its Buyer’s sole discretion exercised in good faithfaith discretion, whether a New Asset qualifies as an Eligible Asset or whether to reject any New Asset proposed to be sold to Administrative Agent, on behalf of Buyers, Buyer by Seller, and Administrative Agent, on behalf of Buyers, shall have no obligation to enter into any Transactions, which Transactions shall be entered into in the sole discretion of Administrative Agent, on behalf of ▇▇▇▇▇▇, exercised in good faith. (b) Upon Administrative AgentBuyer’s receipt of a Preliminary Due Diligence PackagePackage with respect to a New Asset, Administrative Agent, on behalf of Buyers, Buyer shall have the right to request a Supplemental Due Diligence Package to evaluate the proposed Transactionsuch New Asset. Upon Administrative AgentBuyer’s receipt or waiver of such Supplemental Due Diligence PackagePackage or Buyer’s waiver thereof, Administrative Agent, on behalf of Buyers, Buyer shall, in its sole discretion exercised in good faith, within three five (35) Business Days, either (i1) notify Seller of its Buyer’s intent to proceed with the Transaction, together with Transaction and of its determination of with respect to the Purchase Price and the Market Value for the related New Asset (such notice, a “Preliminary Approval”) or (ii1) deny deny, in Buyer’s sole good faith discretion, Seller’s requestrequest for the applicable Transaction. Administrative AgentBuyer’s failure to respond to Seller within three five (35) Business Days Days, as applicable, shall be deemed to be a denial of Seller’s request to enter into the proposed Transaction, unless Administrative Agent, on behalf of Buyers, Buyer and Seller have agreed otherwise in writing. (c) Upon Seller’s receipt of Buyer’s Preliminary Approval with respect to a Transaction, Seller shall, if Seller desires to enter into such Transaction with respect to the related New Asset upon the terms set forth by Administrative Agent, on behalf of Buyers, Buyer in the its Preliminary Approval, deliver the documents set forth below in this Section 3(c) with respect to each New Asset and related Eligible Property or Properties (to the extent not already delivered in the Preliminary Due Diligence Package or in the Supplemental Due Diligence Package) as a condition precedent to a Buyer’s Final Approval and issuance of a Confirmation, all in a manner and/or form satisfactory to Administrative Agent Buyer in its Buyer’s sole discretion exercised in good faith discretion and pursuant to documentation satisfactory to Administrative Agent, on behalf of Buyers, Buyer in its Buyer’s sole discretion exercised in good faithfaith discretion:

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Subject to the terms and conditions set forth in this Agreement (including, without limitation, the Facility Conditions Precedent and Transaction Conditions Precedent specified in Sections 3(c) and (e) of this Agreement), an agreement to enter into a Transaction shall be made in writing at the initiation of Seller may as provided below; provided, however, that (x) the aggregate of the Repurchase Prices (excluding Other Price Components) for all Transactions shall not exceed the Facility Amount and (y) Buyer shall not have any obligation to enter into Transactions with Seller after the occurrence and during the continuance of an Event of Default or during the thirty (30) day period immediately prior to the Facility Termination Expiration Date. (i) Seller may, from time to time request that Administrative Agenttime, on behalf submit to Buyer a Transaction Request, in the form of ▇▇▇▇▇▇Exhibit VIII attached hereto (the “Transaction Request”), for Buyer’s review and approval in order to enter into a Transaction with respect to one or more New Assets by submitting any Eligible Asset that Seller proposes to sell to Buyer under this Agreement. Upon Buyer’s receipt of a Preliminary complete Due Diligence Package for Administrative AgentPackage, on behalf of Buyers’ review and approval, which approval shall be in the sole discretion of Administrative Agent, as exercised in good faith. Notwithstanding anything to the contrary herein, Administrative Agent, on behalf of Buyers, shall have no obligation to consider for purchase any New Asset if, immediately after the purchase of such New Asset, the Aggregate Repurchase Price would exceed the Facility Amount. Administrative Agent, Buyers and their respective representatives Buyer shall have the right to review all New Assets proposed to be sold to Administrative Agentrequest additional diligence materials and deliveries, on behalf of Buyers, in any Transaction and to conduct its own due diligence investigation of such New Eligible Assets as Administrative Agent and Buyers determine is necessary in Administrative Agent’s sole discretion exercised in good faith. Notwithstanding any provision to the contrary herein or in any other Transaction Document, Administrative Agent, on behalf of ▇▇▇▇▇▇, shall be entitled to determine, Buyer determines in its sole discretion exercised in good faith, whether a New Asset qualifies as an Eligible Asset or whether to reject any New Asset proposed to be sold to Administrative Agent, on behalf and absolute discretion. Buyer shall endeavor within ten (10) Business Days of Buyers, by Seller, and Administrative Agent, on behalf of Buyers, shall have no obligation to enter into any Transactions, which Transactions shall be entered into in the sole discretion of Administrative Agent, on behalf of ▇▇▇▇▇▇, exercised in good faith. (b) Upon Administrative Agent’s its receipt of a Preliminary Due Diligence Package, Administrative Agent, on behalf of Buyers, shall have the right to request a Supplemental Transaction Request and Due Diligence Package and following receipt of internal credit approval to evaluate the proposed Transaction. Upon Administrative Agent’s receipt or waiver of such Supplemental Due Diligence Package, Administrative Agent, on behalf of Buyers, shall, in its sole discretion exercised in good faith, within three (3) Business Days, either (iA) notify Seller of its intent to proceed with the Transaction, together with its determination of the Purchase Price and the Market Value market value for the related New Eligible Asset (such notice, a “Preliminary Approval”) or (iiB) deny Seller’s requestrequest for a Transaction, in Buyer’s sole and absolute discretion. Administrative AgentBuyer’s failure to respond to Seller within three ten (310) Business Days shall be deemed to be a denial of Seller’s request to enter into the proposed for a Transaction, unless Administrative Agent, on behalf of Buyers, Buyer and Seller have agreed otherwise in writing. (cii) Buyer shall be entitled to make a determination, in the exercise of its sole discretion that it shall not purchase any or all of the Eligible Assets proposed to be sold to Buyer by Seller. On the Purchase Date for the Transaction, which shall be not less than three (3) Business Days following the approval of an Eligible Asset by Buyer, the Purchased Asset shall be transferred to Buyer or Custodian against the transfer of the Purchase Price to an account designated by Seller. (b) Upon Seller’s receipt agreeing to enter into a Transaction hereunder, provided each of Preliminary Approval the Facility Transaction Conditions Precedent (as hereinafter defined) or Transaction Conditions Precedent (as hereinafter defined), as applicable, shall have been satisfied (or waived by Buyer), Buyer and Seller shall enter into a written confirmation in the form of Exhibit I attached hereto with respect to each Transaction (a “Confirmation”) that shall describe the Purchased Assets which shall be the subject of the proposed Transaction and any additional terms and conditions not inconsistent with this Agreement unless such an inconsistent provision is waived in the Confirmation executed in accordance with Section 3(g)). In the absence of execution and delivery by Buyer of a Confirmation for a proposed Transaction, Seller shall, if Seller desires Buyer shall under no circumstance be deemed to have agreed to enter into such Transaction. With respect to any Transaction, the Pricing Rate shall be determined initially on the Pricing Rate Determination Date applicable to the first Pricing Rate Period for such Transaction, and shall be reset on each Pricing Rate Determination Date for the next succeeding Pricing Rate Period for such Transaction. Buyer or its agent shall determine in accordance with the terms of this Agreement the Pricing Rate on each Pricing Rate Determination Date for the related Pricing Rate Period and notify Seller of such rate for such period on the Pricing Rate Determination Date. (c) Buyer shall not be obligated to enter into, execute, and close this Agreement and consummate any Transactions until the following conditions have been satisfied, or waived by Buyer, on and as of the date hereof (the “Facility Conditions Precedent”): (i) Buyer shall have obtained internal credit approval to enter into this Agreement and the Transactions contemplated herein; (ii) Buyer or the Custodian on behalf of Buyer shall have received this Agreement and the other Transaction Documents executed by Seller and/or Guarantor, as applicable; (iii) Buyer or the Custodian on behalf of Buyer shall have received the following documents; (A) a good standing certificate dated a recent date with respect to Seller and Guarantor from their respective states of formation, (B) an executed Power of Attorney of Seller in the related New form of Exhibit V hereto, (C) such opinions from counsel to Seller and Guarantor as Buyer may reasonably require, including, without limitation, with respect to corporate matters, enforceability, no consents or approvals required other than those that have been obtained, absence of conflicts with Requirements of Law, organizational documents and material agreements, perfected security interest in the Purchased Assets by filing, perfected security interest in the Purchased Asset upon Documents by possession, perfected security interest in the terms set forth Cash Management Account and any other collateral pledged pursuant to the Transaction Documents, Investment Company Act matters, the applicability of Bankruptcy Code safe harbors, a true sale opinion (if applicable) and such other opinions as may be reasonably required by Administrative AgentBuyer and (D) all other documents, certificates, information, financial statements, reports, approvals as it may require; (iv) Buyer shall have received a certificate of a responsible officer of Seller and Guarantor, as applicable, certifying such Person’s (i) governing documents, (ii) certificates of formation, limited partnership or articles of incorporation, as applicable and (iii) incumbency; (v) no Requirements of Law shall prohibit or render it unlawful for Seller or Guarantor, and no order, judgment or decree of any Governmental Authority shall prohibit, enjoin or render it unlawful, to enter into any Transaction Document, including after giving effect to the consummation thereof; (vi) Buyer has received payment from Seller of all fees and expenses then payable under the Fee Letter, this Agreement and the other Transaction Documents, including the costs and expenses actually incurred by Buyer (including legal fees) in connection with its due diligence and underwriting review of each Eligible Asset approved by Buyer for purchase as of the date hereof; (vii) (A) UCC financing statements have been filed against Seller in the office of the Secretary of State of the State of Delaware naming Seller as debtor and Buyer as secured party, (B) Buyer has received such searches of UCC filings, tax liens, judgments, pending litigation and other matters relating to Seller and Guarantor, as Buyer may require, and (C) the results of such searches are satisfactory to Buyer; (viii) all information, reports, certificates, documents, financial statements, operating statements, forecasts, books, records, files, exhibits and schedules concerning Seller or Guarantor furnished by or on behalf of BuyersSeller or Guarantor to Buyer in connection with the Transaction Documents, when taken as a whole, do not contain any untrue statement of material fact or omit to state any material fact necessary to make the statements herein or therein, in light of the Preliminary Approvalcircumstances under which they were made, deliver the documents set forth below in this Section 3(cnot misleading; and (ix) with respect to Seller or Guarantor, as applicable, a No Plan Asset Certificate. By its release of its signature page to this Agreement and delivery of any then payable Purchase Price to Seller, except as expressly set forth in a side letter duly executed and delivered by each New Asset of Buyer and related Eligible Property Seller dated as of the date hereof (“Facility Letter of Reservation”), Buyer acknowledges that the Facility Conditions Precedent have been satisfied or Properties (waived by Buyer and this Agreement is in full force and effect. Notwithstanding the foregoing to the extent contrary, Seller shall not already delivered be relieved of its obligations to deliver any Purchased Asset Documents or other information listed on the Facility Letter of Reservation and a failure to deliver any Purchased Asset Documents or other information listed on the Facility Letter of Reservation shall not be deemed a waiver of the Facility Condition Precedent(s) set forth in the Preliminary Due Diligence Package Facility Letter of Reservation by Buyer and the failure to deliver Purchased Asset Documents or other information listed on the Facility Letter of Reservation shall constitute an Event of Default hereunder after the delivery of notice and the expiration of any applicable cure period with respect thereto as provided in the Supplemental Due Diligence Package) as a condition precedent to a Final Approval and issuance of a Confirmation, all in a manner and/or form satisfactory to Administrative Agent in its sole discretion exercised in good faith and pursuant to documentation satisfactory to Administrative Agent, on behalf of Buyers, in its sole discretion exercised in good faith:Section 13(xviii).

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Seller may prior to the Facility Termination Date, from time to time request that Administrative Agent, on behalf of ▇▇▇▇▇▇, Buyer enter into a Transaction with respect to one or more New Assets by submitting a Preliminary Due Diligence Package for Administrative Agent, on behalf of Buyers’ Buyer’s review and approval, which approval shall be in the Buyer’s sole discretion of Administrative Agent, as exercised in good faithdiscretion. Notwithstanding anything to the contrary herein, Administrative Agent, on behalf of Buyers, Buyer shall have no obligation to consider for purchase any New Asset if, immediately after the purchase of such New Asset, the Aggregate Repurchase Price would exceed the Facility Amount. Administrative Agent, Buyers Buyer and their respective its representatives shall have the right to review all New Assets proposed to be sold to Administrative Agent, on behalf of Buyers, Buyer in any Transaction and to conduct its own due diligence investigation of such New Assets as Administrative Agent and Buyers determine Buyer determines is necessary in Administrative AgentBuyer’s sole discretion exercised in good faithdiscretion. Notwithstanding any provision to the contrary herein or in any other Transaction Document, Administrative Agent, on behalf of ▇▇▇▇▇▇, Buyer shall be entitled to determine, in its sole discretion exercised in good faithdiscretion, whether a New Asset qualifies as an Eligible Asset or whether to reject any New Asset proposed to be sold to Administrative Agent, on behalf of Buyers, Buyer by Seller, and Administrative Agent, on behalf of Buyers, shall have no obligation to enter into any Transactions, which Transactions shall be entered into in the sole discretion of Administrative Agent, on behalf of ▇▇▇▇▇▇, exercised in good faith. (b) Upon Administrative AgentBuyer’s receipt of a Preliminary Due Diligence Package, Administrative Agent, on behalf of Buyers, Buyer shall have the right to request a Supplemental Due Diligence Package to evaluate the proposed Transaction. Upon Administrative AgentBuyer’s receipt or waiver of such Supplemental Due Diligence Package, Administrative Agent, on behalf of Buyers, Buyer shall, in its sole discretion exercised in good faithdiscretion, within three five (35) Business Days, either (i) notify Seller of its intent to proceed with the Transaction, Transaction together with its determination of the Purchase Price and the Market Value for the related New Asset (such notice, a “Preliminary Approval”) or (ii) deny Seller’s request. Administrative AgentBuyer’s failure to respond to Seller within three five (35) Business Days shall be deemed to be a denial of Seller’s request to enter into the proposed Transaction, unless Administrative Agent, on behalf of Buyers, Buyer and Seller have agreed otherwise in writing. (c) Upon Seller’s receipt of Preliminary Approval with respect to a Transaction, Seller shall, if Seller desires to enter into such Transaction with respect to the related New Asset upon the terms set forth by Administrative Agent, on behalf of Buyers, Buyer in the Preliminary Approval, deliver the documents set forth below in this Section 3(c) with respect to each New Asset and related Eligible Property or Properties (to the extent not already delivered in the Preliminary Due Diligence Package or in the Supplemental Due Diligence Package) as a condition precedent to a Final Approval and issuance of a Confirmation, all in a manner and/or form satisfactory to Administrative Agent Buyer in its sole discretion exercised in good faith and pursuant to documentation satisfactory to Administrative Agent, on behalf of Buyers, Buyer in its sole discretion exercised in good faithdiscretion:

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Seller may may, from time to time, prior to the Facility Termination Date, from time to time request that Administrative Agent, on behalf of ▇▇▇▇▇▇, Buyer enter into a Transaction with respect to one or more New Assets Loans. Seller shall initiate each request by submitting a Preliminary Due Diligence Package for Administrative Agent, on behalf of Buyers’ Buyer’s review and approval, which approval shall be in the Buyer’s sole discretion of Administrative Agent, as exercised in good faithdiscretion. Notwithstanding anything to the contrary herein, Administrative Agent, on behalf of Buyers, Buyer shall have no obligation to consider for purchase any New Asset Loan if, immediately after the purchase of such New AssetLoan, the Aggregate Repurchase Price (including the proposed Purchase Price of such New Loan) would exceed the Facility Amount. Administrative Agent, Buyers Buyer and their respective its representatives shall have the right to review all New Assets Loans proposed to be sold to Administrative Agent, on behalf of Buyers, Buyer in any Transaction and to conduct its own due diligence investigation of such New Assets Loans as Administrative Agent and Buyers determine Buyer determines is reasonably necessary in Administrative AgentBuyer’s sole discretion exercised in good faithdiscretion. Seller agrees to reimburse Buyer promptly for its Diligence Fees upon request for payment or reimbursement thereof. Notwithstanding any provision to the contrary herein or in any other Transaction Document, Administrative Agent, on behalf of ▇▇▇▇▇▇, Buyer shall be entitled to determinemake a determination, in its sole discretion exercised in good faithdiscretion, whether a New Asset Loan qualifies as an Eligible Asset Loan or whether to reject any New Asset Loan proposed to be sold to Administrative Agent, on behalf of Buyers, Buyer by Seller, and Administrative Agent, on behalf of Buyers, shall have no obligation to enter into any Transactions, which Transactions shall be entered into in the sole discretion of Administrative Agent, on behalf of ▇▇▇▇▇▇, exercised in good faith. (b) Upon Administrative AgentBuyer’s receipt of a Preliminary Due Diligence PackagePackage with respect to a New Loan, Administrative Agent, on behalf of Buyers, Buyer shall have the right to request a Supplemental Due Diligence Package to evaluate the proposed Transactionsuch New Loan. Upon Administrative AgentBuyer’s receipt or waiver of such Supplemental Due Diligence PackagePackage or Buyer’s waiver thereof, Administrative Agent, on behalf of Buyers, Buyer shall, in its sole discretion exercised in good faith, within three (3) Business Days, either (i) notify Seller of its Buyer’s intent to proceed with the Transaction, together with Transaction and of its determination of with respect to the Purchase Price and the Market Value for the related New Asset Loan (such notice, a “Preliminary Approval”) or (ii) deny deny, in Buyer’s sole discretion, Seller’s requestrequest for the applicable Transaction. Administrative AgentBuyer’s failure to respond to Seller within three (3) Business Days Days, as applicable, shall be deemed to be a denial of Seller’s request to enter into the proposed Transaction, unless Administrative Agent, on behalf of Buyers, Buyer and Seller have agreed otherwise in writing. (c) Upon Seller’s receipt of Buyer’s Preliminary Approval with respect to a Transaction, Seller shall, if Seller desires to enter into such Transaction with respect to the related New Asset Loan upon the terms set forth by Administrative Agent, on behalf of Buyers, Buyer in the its Preliminary Approval, deliver the documents set forth below in this Section 3(c) with respect to each New Asset Loan and related Eligible Property or Properties (to the extent not already delivered in the Preliminary Due Diligence Package or in the Supplemental Due Diligence Package) as a condition precedent to a Buyer’s Final Approval and issuance of a Confirmation, all in a manner and/or form satisfactory to Administrative Agent Buyer in its sole discretion exercised in good faith (unless otherwise expressly provided below) and pursuant to documentation satisfactory to Administrative Agent, on behalf of Buyers, Buyer in its sole discretion exercised in good faithdiscretion:

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Seller may prior Subject to the Facility Termination Dateterms and conditions set forth in this Agreement (including, from time without limitation, the Transaction Conditions Precedent specified in Section 3(b) of this Agreement), an agreement to time request that Administrative Agent, on behalf of ▇▇▇▇▇▇, enter into a Transaction shall be made in writing at the initiation of Seller as provided below; provided, however, that (i) the aggregate Repurchase Price (excluding accrued Price Differential) with respect to one or more New the Purchased Assets by submitting a Preliminary Due Diligence Package as of the date of determination for Administrative Agent, on behalf of Buyers’ review and approval, which approval all Transactions shall be in the sole discretion of Administrative Agent, as exercised in good faith. Notwithstanding anything to the contrary herein, Administrative Agent, on behalf of Buyers, shall have no obligation to consider for purchase any New Asset if, immediately after the purchase of such New Asset, the Aggregate Repurchase Price would not exceed the Facility AmountAmount and (ii) the Buyer shall not have any obligation to enter into Transactions with the Seller after the date (the “Outside Purchase Date”) which is six (6) months prior to the Repurchase Date (as same may be extended). Administrative Agent, Buyers Seller shall give Buyer written notice of each proposed Transaction and their respective representatives Buyer shall inform Seller of its determination with respect to any assets proposed to be sold to Buyer by Seller solely in accordance with Exhibit VIII attached hereto. Buyer shall have the right to review all New Eligible Assets proposed to be sold to Administrative Agent, on behalf of Buyers, Buyer in any Transaction and to conduct its own due diligence investigation of such New Eligible Assets as Administrative Agent and Buyers determine is necessary in Administrative Agent’s sole discretion exercised in good faithBuyer reasonably determines. Notwithstanding any provision to the contrary herein or in any other Transaction Document, Administrative Agent, on behalf of ▇▇▇▇▇▇, Buyer shall be entitled to determinemake a determination, in the exercise of its sole discretion exercised good faith business judgment, that it shall or shall not purchase any or all of the assets proposed to be sold to Buyer by Seller. It shall be an additional condition precedent to any Transaction that all Eligible Assets sold to Buyer in good faith, whether Transactions will comply with the conditions set forth on Schedule I attached to this Agreement. On the Purchase Date for the Transaction which shall be on a New Asset qualifies as date mutually agreed upon by Buyer and Seller following the approval of an Eligible Asset by Buyer in accordance with Exhibit VIII hereto, each Purchased Asset shall be transferred to Buyer or whether its agent against the transfer of the Purchase Price to reject an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, provided each of the Transaction Conditions Precedent (as hereinafter defined) shall have been satisfied (or waived by Buyer), Buyer shall promptly deliver to Seller a written confirmation in the form of Exhibit I attached hereto of each Transaction (a “Confirmation”). Such Confirmation shall describe each Purchased Asset (including, for any New Purchased Securities, the CUSIP number, if any), shall identify Buyer and Seller, and shall set forth: (i) the Purchase Date, (ii) the Purchase Price for such Purchased Asset, (iii) the Repurchase Date, (iv) the Pricing Rate applicable to the Transaction (including the Applicable Spread), and (v) any additional terms or conditions not inconsistent with this Agreement. With respect to any Transaction, the Pricing Rate shall be determined initially on the Pricing Rate Determination Date applicable to the first Pricing Rate Period for such Transaction, and shall be reset on the Pricing Rate Determination Date for each succeeding Pricing Rate Period for such Transaction. Buyer or its agent shall determine in accordance with the terms of this Agreement the Pricing Rate on each Pricing Rate Determination Date for the related Pricing Rate Period and notify Seller of such rate for such period. The “Transaction Conditions Precedent” shall be deemed to have been satisfied with respect to any proposed Transaction if: (A) no Default or Event of Default (in each case, other than with respect to Buyer) under this Agreement shall have occurred and be continuing as of the Purchase Date for such proposed Transaction; (B) Seller shall have certified to Buyer in writing the acquisition cost of each applicable Purchased Asset (including therein reasonable supporting documentation required by the Buyer, if any); (C) the representations and warranties made by Seller in each of the Transaction Documents shall be true and correct in all material respects as of the Purchase Date for such Transaction (except to the extent such representations and warranties are made as of a particular date); (D) Buyer shall have (A) determined, in accordance with the applicable provisions of Section 3(a) of this Agreement, that each applicable Purchased Asset proposed to be sold to Administrative Agent, on behalf Buyer by Seller in such Transaction is an Eligible Asset and (B) obtained internal credit approval for the inclusion of Buyers, by Seller, and Administrative Agent, on behalf of Buyers, such Eligible Asset in a Transaction; and (E) no Material Adverse Change shall have no obligation occurred with respect to enter into any Transactions, which Transactions shall be entered into in the sole discretion of Administrative Agent, on behalf of ▇▇▇▇▇▇, exercised in good faithSeller or Sponsor. (bc) Upon Administrative Agent’s receipt of a Preliminary Due Diligence Package, Administrative Agent, on behalf of Buyers, shall have the right to request a Supplemental Due Diligence Package to evaluate the proposed Transaction. Upon Administrative Agent’s receipt or waiver of such Supplemental Due Diligence Package, Administrative Agent, on behalf of Buyers, shall, in its sole discretion exercised in good faith, within three (3) Business Days, either (i) notify Seller of its intent to proceed with the TransactionEach Confirmation, together with its determination this Agreement, shall be conclusive evidence of the Purchase Price and terms of the Market Value for the related New Asset (such notice, a “Preliminary Approval”Transaction(s) or (ii) deny Seller’s request. Administrative Agent’s failure to respond to Seller within covered thereby unless specific objection is made no less than three (3) Business Days after the date thereof. In the event of any conflict between the terms of such Confirmation and the terms of this Agreement, the Confirmation shall prevail. An objection sent by Seller with respect to any Confirmation must state specifically that the writing is an objection, must specify the provision(s) of such Confirmation being objected to by Seller, must set forth such provision(s) in the manner that Seller believes such provisions should be deemed to be a denial of Seller’s request to enter into the proposed Transaction, unless Administrative Agent, on behalf of Buyersstated, and Seller have agreed otherwise in writingmust be received by Buyer no more than three (3) Business Days after such Confirmation is received by Seller. (cd) Upon No Transaction shall be terminable on demand by Buyer (other than upon the occurrence and during the continuance of an Event of Default by Seller’s receipt ). Seller shall be entitled to terminate a Transaction on demand, in whole or in part, and repurchase any or all of Preliminary Approval with respect the Purchased Assets subject to a TransactionTransaction on any Business Day prior to the Repurchase Date (an “Early Repurchase Date”); provided, however, that: (i) Seller shall, if Seller desires notifies Buyer in writing of its intent to enter into terminate such Transaction with respect and repurchase such Purchased Assets no later than three (3) Business Days prior to such Early Repurchase Date, (ii) on such Early Repurchase Date Seller pays to Buyer an amount equal to the related New Asset upon sum of the terms set forth by Administrative AgentRepurchase Price for such Transaction and any other amounts payable under this Agreement (including, on behalf without limitation, under Section 3(i) of Buyers, in the Preliminary Approval, deliver the documents set forth below in this Section 3(cAgreement) with respect to each New Asset and related Eligible Property or Properties (such Transaction against transfer to the extent Seller or its agent of such Purchased Asset(s), and (iii) on such Early Repurchase Date, in addition to the amounts set forth in subclause (ii) above, Seller pays to Buyer, on account of each Purchased Asset not already delivered subject to termination, an amount sufficient to reduce the Repurchase Price (excluding accrued Price Differential) for each Purchased Asset to the Target Price for such Purchased Asset. Such notice shall set forth the Early Repurchase Date and shall identify with particularity the Purchased Asset(s) to be repurchased on such Early Repurchase Date. (e) On the Repurchase Date, termination of the Transactions will be effected by transfer to Seller or its agent of the Purchased Assets and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the Preliminary Due Diligence Package obligations of, Seller pursuant to Section 5 of this Agreement) against the simultaneous transfer of the Repurchase Price to an account of Buyer. Notwithstanding the foregoing, Seller shall have the right to extend the Repurchase Date with respect to all of the Transactions for one (1) additional period of twelve (12) months (the “Extension Term), upon all of the terms and conditions of this Agreement, provided that each of the following “Extension Conditions” shall have been satisfied: (i) Seller shall have given Buyer written notice (the “Extension Notice”), not less than sixty (60) days prior to the originally scheduled Repurchase Date, of Seller’s desire to extend the Repurchase Date, (ii) no Default or Event of Default under this Agreement shall have occurred and be continuing as of the originally scheduled Repurchase Date, (iii) Seller shall have paid Buyer an extension fee in an amount equal to the Supplemental Due Diligence Packageproduct of (A) twenty-five basis points (0.25%) and (B) the Facility Amount (as a condition precedent same may have been reduced pursuant to a Final Approval and issuance the last sentence of a Confirmationthis Section 3(e) below) (the “Extension Fee”), (iv) in addition to the amounts set forth in subclause (iii) above, all Seller pays to Buyer, on account of each Purchased Asset, an amount sufficient to reduce the Repurchase Price (excluding accrued Price Differential) for each Purchased Asset to the Target Price for each such Purchased Asset; and (v) unless otherwise agreed to in a manner and/or form satisfactory to Administrative Agent writing by Buyer in its sole discretion discretion, the average Undrawn Balance for the prior twelve (12) calendar months shall not be greater than $75,000,000 (except if Seller has exercised in good faith and its right to reduce the Facility Amount as provided below). In the event the Repurchase Date is extended pursuant to documentation satisfactory this Section 3(e), then Seller shall be required to Administrative Agentterminate all Transactions by paying the Repurchase Price of all Transactions on the Repurchase Date (as so extended). In addition, on behalf of Buyersif the Repurchase Date is extended pursuant to this Section 3(e), the Outside Purchase Date shall also be extended to the date which is six (6) months prior to the Repurchase Date (as so extended) unless Seller shall request in writing in its sole discretion exercised notice delivered under clause (i) above that the Outside Purchase Date not be so extended. Seller may elect to reduce the Facility Amount for the Extension Term (but not before) by up to $75,000,000 (but to an amount not less than the aggregate Repurchase Price (excluding Price Differential) for all Purchased Assets then subject to Transactions hereunder) by delivering notice of its election to so reduce the Facility Amount in good faith:the Extension Notice. a) Seller shall be required to pay the Facility Fee to Buyer on the date hereof.

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Each Seller may prior to the Facility Termination Datemay, from time to time during the Revolving Period, request that Administrative Agent, on behalf of ▇▇▇▇▇▇, Buyer enter into a Transaction with respect to one or more New Assets Mortgage Loans proposed to be sold to Buyer by such Seller. Such Seller shall initiate each request by submitting the Purchased Loan Information for each Mortgage Loan (a Preliminary Due Diligence Package “Transaction Request”) to Repo Agent for Administrative Repo Agent, on behalf of Buyers’ ’s review and approval, which . All fundings are subject to Repo Agent’s approval shall in its sole and absolute discretion. This Agreement is not a commitment by ▇▇▇▇▇ to enter into Transactions with either Seller but rather sets forth the procedures to be used in the sole discretion of Administrative Agent, as exercised in good faithconnection with periodic requests for Buyer to enter into Transactions with each Seller. Notwithstanding anything to the contrary herein, Administrative Agent, on behalf of Buyers, shall have Each Seller hereby acknowledges that Buyer is under no obligation to consider for agree to enter into, or to enter into, any Transaction, to purchase any New Asset if, immediately after the purchase of such New Asset, the Aggregate Repurchase Price would exceed the Facility AmountMortgage Loan. Administrative Agent, Buyers Buyer and their respective its representatives shall have the right to review all New Assets proposed to be sold to Administrative Agent, on behalf of Buyers, Mortgage Loans in connection with any Transaction and to conduct its own due diligence investigation of such New Assets Mortgage Loans, pursuant to Section 20, as Administrative Agent and Buyers determine Buyer determines is necessary in Administrative AgentBuyer’s sole discretion exercised in good faithand absolute discretion. Notwithstanding any provision to the contrary herein or in any other Transaction Document, Administrative Agent, on behalf of ▇▇▇▇▇▇, Buyer or Repo Agent shall be entitled to determinemake a determination, in its sole discretion exercised in good faithand absolute discretion, whether a New Asset Mortgage Loan qualifies as an Eligible Asset or Loan, and whether to reject any New Asset proposed request to be sold purchase such Mortgage Loan. The Aggregate Repurchase Price of Purchased Loans subject to Administrative Agent, on behalf of Buyers, by Seller, and Administrative Agent, on behalf of Buyers, shall have no obligation to enter into any Transactions, which outstanding Transactions shall be entered into in not at any time exceed the sole discretion of Administrative Agent, on behalf of ▇▇▇▇▇▇, exercised in good faithFacility Amount. (b) Upon Administrative Agent’s receipt of If a Preliminary Due Diligence PackageSeller submits a Transaction Request to Repo Agent before 10:00 a.m. (New York City time) on a Business Day during the Revolving Period, Administrative Agent, on behalf of Buyers, Repo Agent shall have within two (2) Business Days (excluding the right to request a Supplemental Due Diligence Package to evaluate the proposed Transaction. Upon Administrative Agent’s receipt or waiver day of such Supplemental Due Diligence Package, Administrative Agent, on behalf of Buyers, shall, in its sole discretion exercised in good faith, within three (3) Business Daysreceipt), either (i) notify such Seller of its Buyer’s intent to proceed with the Transaction, together with subject to the terms and conditions of this Agreement, and of its determination of with respect to the Purchase Price and the Market Asset Value for the related New Asset Mortgage Loan (such notice, a “Preliminary Approval”) or (ii) deny deny, in Repo Agent’s sole and absolute discretion, such Seller’s requestrequest for the applicable Transaction. Administrative Repo Agent’s failure to respond to such Seller within three two (32) Business Days shall be deemed to be a denial of such Seller’s request to enter into the proposed Transaction, unless Administrative Agent, on behalf of Buyers, Repo Agent and such Seller have agreed otherwise in writing. (c) Upon a Seller’s receipt of Repo Agent’s Preliminary Approval with respect to a Transaction, such Seller shall, if such Seller desires to enter into such Transaction with respect to the related New Asset Mortgage Loan, upon the terms set forth by Administrative Agent, on behalf of Buyers, Repo Agent in the its Preliminary Approval, deliver the documents set forth below in this Section 3(c) with respect to each New Asset Mortgage Loan and related Eligible Mortgaged Property or Mortgaged Properties (to the extent applicable and not already delivered to Buyer or Custodian in connection with Repo Agent’s review of the Preliminary Due Diligence Package or in the Supplemental Due Diligence Packageproposed Transaction) as a condition precedent to a Final Approval and Buyer’s issuance of a Confirmation, all in a manner and/or form satisfactory to Administrative Repo Agent in its sole and absolute discretion exercised in good faith and pursuant to documentation satisfactory to Administrative Agent, on behalf of Buyers, Repo Agent in its sole discretion exercised in good faithand absolute discretion:

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Seller may prior Subject to the Facility Termination Dateterms and conditions set forth in this Agreement (including, without limitation, the “Transaction Conditions Precedent” specified in Section 3(b) of this Agreement), an agreement to enter into a Transaction shall be made, from time to time, in writing at the initiation of Seller as provided below; provided, however, that (i) the aggregate outstanding Purchase Price at any time request that Administrative Agentfor all Transactions shall not exceed the Facility Amount and (ii) Buyer shall not have any obligation to enter into new Transactions with Seller after the occurrence and during the continuance of a monetary or material non-monetary Default or an Event of Default or after the Facility Availability Period. Seller may, on behalf from time to time, submit to Buyer a Transaction Request, in the form of ▇▇▇▇▇▇Exhibit VIII attached hereto, for Buyer’s review and approval in order to enter into a Transaction with respect to one or more New Assets by submitting any Eligible Loan that Seller proposes to be included as Collateral under this Agreement. Upon Buyer’s receipt of a Preliminary complete Due Diligence Package for Administrative AgentPackage, on behalf of Buyers’ review and approval, which approval shall be in the sole discretion of Administrative Agent, as exercised in good faith. Notwithstanding anything to the contrary herein, Administrative Agent, on behalf of Buyers, shall have no obligation to consider for purchase any New Asset if, immediately after the purchase of such New Asset, the Aggregate Repurchase Price would exceed the Facility Amount. Administrative Agent, Buyers and their respective representatives Buyer shall have the right to review all New Assets proposed to be sold to Administrative Agent, on behalf of Buyersrequest, in any Transaction Buyer’s good faith business judgment and in a manner consistent with Buyer’s other master repurchase facilities for comparable assets, additional diligence materials and deliveries with respect to conduct its own due diligence investigation the applicable Eligible Loan, to the extent necessary for Buyer’s underwriting of such New Assets as Administrative Agent and Buyers determine is necessary in Administrative Agent’s sole discretion exercised in good faithEligible Loan. Notwithstanding any provision to the contrary herein or in any other Transaction Document, Administrative Agent, on behalf of ▇▇▇▇▇▇, shall be entitled to determine, in its sole discretion exercised in good faith, whether a New Asset qualifies as an Eligible Asset or whether to reject any New Asset proposed to be sold to Administrative Agent, on behalf of Buyers, by Seller, and Administrative Agent, on behalf of Buyers, shall have no obligation to enter into any Transactions, which Transactions shall be entered into in the sole discretion of Administrative Agent, on behalf of ▇▇▇▇▇▇, exercised in good faith. (b) Upon Administrative AgentBuyer’s receipt of a Preliminary Due Diligence Packagethe Transaction Request, Administrative Agent, on behalf of Buyers, shall have the right to request a Supplemental Due Diligence Package and additional diligence materials, Buyer shall use commercially reasonable efforts to evaluate the proposed Transaction. Upon Administrative Agent’s receipt or waiver of such Supplemental Due Diligence Package, Administrative Agent, on behalf of Buyers, shall, in its sole discretion exercised in good faith, within three five (35) Business DaysDays and following receipt of internal credit approval, either (i) notify Seller of its intent to proceed with the Transaction, together with its determination of the Purchase Price and the Market Value for the related New Asset (such notice, a “Preliminary Approval”) Eligible Loan or (ii) deny Seller’s requestrequest for a Transaction. Administrative AgentBuyer’s failure to respond to Seller within three five (35) Business Days shall be deemed to be a denial of Seller’s request to enter into the proposed for a Transaction, unless Administrative Agent, on behalf of Buyers, Buyer and Seller have agreed otherwise in writing. Buyer shall have the right to review all Eligible Loans proposed to be sold to Buyer in any Transaction and to conduct its own due diligence investigation of such Eligible Loans as Buyer reasonably determines. Buyer shall be entitled to make a determination, in its sole discretion, that it shall or shall not purchase any or all of the Eligible Loans proposed to be sold to Buyer by Seller. On the Purchase Date for the Transaction which shall be on a date mutually agreed upon by Buyer and Seller following the approval of an Eligible Loan by Buyer, the Purchased Loan shall be transferred to Buyer against the transfer of the Purchase Price to an account of Seller or as directed by Seller in writing. (b) Upon agreeing to enter into a Transaction hereunder, provided each of the Transaction Conditions Precedent shall have been satisfied (or waived by Buyer), Buyer shall promptly deliver to Seller a written confirmation in the form of Exhibit I attached hereto of each Transaction (a “Confirmation”). Such Confirmation shall describe the Purchased Loan, shall identify Buyer and Seller, and shall set forth: (i) the Purchase Date, (ii) the Purchase Price Percentage, Maximum Purchase Price Percentage, the initial Purchase Price and the Maximum Purchase Price for such Purchased Loan, (iii) the Repurchase Date, (iv) the Pricing Rate (including the Applicable Spread), (v) the Margin Percentage, (vi) the LTV (Purchase Price) and Maximum LTV (Purchase Price), (vii) the LTV (Loan UPB) and LTV (Aggregate Loan UPB) (if applicable), (viii) the Funding Fee, any additional conditions precedent to the availability of Margin Excess (Future Funding) and the type of funding (i.e. table funded/non-table funded), and (ix) any additional reasonable terms or conditions not inconsistent with this Agreement and mutually agreed upon by Buyer and Seller. With respect to any Transaction, the Pricing Rate shall be determined initially on the Pricing Rate Determination Date applicable to the first Pricing Rate Period for such Transaction, and shall be reset on each subsequent Pricing Rate Determination Date for the next succeeding Pricing Rate Period for such Transaction. Buyer or its agent shall determine in accordance with the terms of this Agreement the Pricing Rate on each Pricing Rate Determination Date for the related Pricing Rate Period and notify Seller of such rate for such period on such subsequent Pricing Rate Determination Date. For purposes of this Section 3(b), the “Transaction Conditions Precedent” shall be deemed to have been satisfied with respect to any proposed Transaction if: (A) no monetary or material non-monetary Default or Event of Default under this Agreement shall have occurred and be continuing as of the Purchase Date for such proposed Transaction; (B) subject to any exceptions reasonably approved by Buyer, the representations and warranties made by Seller in any of the Transaction Documents shall be true and correct in all material respects as of the Purchase Date for such Transaction, before and after giving effect to such Transaction, as though made on such Purchase Date (except to the extent such representations and warranties are made as of a particular date); (C) Buyer shall have received from Seller all corporate and governmental approvals, legal opinions of counsel to Seller and Guarantor (including, without limitation, as to authority, enforceability, perfection, bankruptcy safe harbor and the Investment Company Act of 1940) and closing documentation as Buyer may reasonably request pursuant to this Agreement, (D) Seller shall have paid to Buyer (x) the Funding Fee then due and payable with respect to such Transaction pursuant to the Fee Agreement and (y) Buyer’s out-of-pocket costs and expenses pursuant to Section 30(d) of this Agreement (which amounts referred to in the preceding sub-clauses (D)(x) and (D)(y) may be paid through a holdback to the Purchase Price); (E) Buyer shall have (A) determined, in accordance with the applicable provisions of Section 3(a) of this Agreement, that the Assets proposed to be sold to Buyer by Seller in such Transaction are Eligible Loans and (B) obtained internal credit approval for the inclusion of such Eligible Loan as a Purchased Loan in a Transaction; and (F) Buyer shall have determined that no event has occurred which is reasonably likely to result in a Material Adverse Effect; and (G) as of the applicable Purchase Date, each of the Concentration Limits is satisfied (unless waived by Buyer). (c) Upon Each Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby unless specific objection is made in writing no less than three (3) Business Days after the date thereof. In the event of any conflict between the terms of such Confirmation and the terms of this Agreement, the Confirmation shall prevail. An objection sent by Seller with respect to any Confirmation must state specifically that the writing is an objection, must specify the provision(s) of such Confirmation being objected to by Seller, must set forth such provision(s) in the manner that Seller believes such provisions should be stated, and must be sent by Seller no more than five (5) Business Days after such Confirmation is received by Seller. It is understood and agreed that once a Confirmation has been executed by Buyer and Seller, such Confirmation shall be binding on the parties hereto (absent manifest error) and shall constitute evidence of Buyer’s receipt approval of Preliminary Approval the applicable Purchased Loan and the terms of the applicable Transaction. (d) No Transaction shall be terminable on demand by Buyer (other than upon the occurrence and during the continuance of an Event of Default). Seller shall be entitled to terminate a Transaction on demand, in whole only, and repurchase the Purchased Loan subject to a Transaction on any Business Day prior to the Repurchase Date (an “Early Repurchase Date”); provided, however, that: (i) Seller notifies Buyer in writing of its intent to terminate such Transaction and repurchase such Purchased Loan no later than three (3) Business Days prior to such Early Repurchase Date, (ii) on such Early Repurchase Date Seller pays to Buyer an amount equal to the sum of (x) the Repurchase Price for such Transaction, (y) the Exit Fee, if any, then due and payable with respect to such Transaction pursuant to the Fee Agreement and (z) any other amounts payable under this Agreement (including, without limitation, Section 3(i) of this Agreement) with respect to such Transaction, in connection with the transfer to Seller or its agent of such Purchased Loan, (iii) on such Early Repurchase Date, following the payment of the amounts set forth in subclause (ii) above, no unpaid Margin Deficit exists, and (iv) no Default or Event of Default shall have occurred and be continuing as of such Early Repurchase Date. Such notice shall set forth the Early Repurchase Date and shall identify with particularity the Purchased Loans to be repurchased on such Early Repurchase Date. (e) On the Repurchase Date or any Early Repurchase Date (including, without limitation, in order to cure a Margin Deficit), termination of the applicable Transaction will be effected by transfer to Seller or its agent of the applicable Purchased Loan and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Section 5 of this Agreement) against the simultaneous transfer to an account of Buyer of the Repurchase Price, 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 any other amounts payable under this Agreement with respect to such Transaction. (f) On any Remittance Date before the Repurchase Date (or any Business Day before the Repurchase Date upon two (2) Business Days prior notice to Buyer, with respect to a reduction in outstanding Purchase Price of greater than $2,000,000), Seller shall have the right, from time to time, to transfer cash to Buyer for the purpose of reducing the outstanding Purchase Price of, but not terminating, a Transaction and without the release of any Collateral or the payment of any Exit Fee or other prepayment fee or penalty; provided, that any such reduction in outstanding Purchase Price occurring on a date other than a Remittance Date shall be required to be accompanied by payment of all unpaid accrued Price Differential on the amount of such reduction. Upon any reduction in outstanding Purchase Price in accordance with this Section 3(f), either Seller or Buyer can request an amended and restated Confirmation which shall reflect the decrease in the outstanding Purchase Price (it being acknowledged that the failure by any party to request or deliver such amended and restated Confirmation shall not be a Default). (g) If prior to any Pricing Rate Period with respect to any Transaction, Buyer shall have determined in the exercise of its reasonable business judgment (which determination shall be conclusive and binding upon Seller) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBO Rate for such Pricing Rate Period, Buyer shall give prompt written notice thereof to Seller. If such notice is given, the Pricing Rate with respect to such Transaction for such Pricing Rate Period, and for any subsequent Pricing Rate Periods until such notice has been withdrawn by Buyer shall be a per annum rate equal to the Prime Rate plus 100 basis points (1.00%) (the “Alternative Rate”). (h) Notwithstanding any other provision herein, if the adoption of or any change in any Requirement of Law or in the interpretation or application thereof shall make it unlawful for Buyer to effect or continue Transactions as contemplated by the Transaction Documents, (a) the commitment of Buyer hereunder to enter into new Transactions shall forthwith be canceled, and (b) the Transactions then outstanding shall be converted automatically to Alternative Rate Transactions on the last day of the then current Pricing Rate Period or within such earlier period as may be required by law. If any such conversion of a Transaction occurs on a day which is not the last day of the then current Pricing Rate Period with respect to such Transaction, Seller shallshall pay to Buyer such amounts, if any, as may be required pursuant to Section 3(i) of this Agreement. (i) Upon written demand by Buyer, Seller desires shall indemnify Buyer and hold Buyer harmless from any net actual, out-of-pocket loss or expense (not to enter into include any lost profit or opportunity or other consequential costs, loss or damages) (including, without limitation, reasonable actual attorneys’ fees and disbursements of outside counsel) which Buyer sustains or incurs as a consequence of (i) default by Seller in terminating any Transaction after Seller has given a notice in accordance with Section 3(d) hereof of a termination of a Transaction, (ii) any payment of the Repurchase Price on any day other than a Remittance Date or the Repurchase Date (including, without limitation, any such actual, out-of-pocket loss or expense arising from the reemployment of funds obtained by Buyer to maintain Transactions hereunder or from customary and reasonable fees payable to terminate the deposits from which such funds were obtained) or (iii) a default by Seller in selling Eligible Loans after Seller has delivered to Buyer an executed Confirmation in connection with a proposed Transaction and Buyer has agreed to purchase such Eligible Loans in accordance with the provisions of this Agreement as evidenced by a countersigned Confirmation executed by Buyer and delivered to Seller. A certificate as to such actual costs, losses, damages and expenses, setting forth the calculations therefor shall be submitted promptly by Buyer to Seller. (j) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof by any Governmental Authority or compliance by Buyer with any request or directive from any central bank or other Governmental Authority having jurisdiction over Buyer made subsequent to the date hereof: (i) shall subject Buyer to any tax of any kind whatsoever with respect to the related New Asset upon Transaction Documents, any Purchased Loan or any Transaction, or change the terms set forth basis of taxation of payments to Buyer in respect thereof (except for (i) Indemnified Taxes (with Other Taxes applying for this purpose without the proviso in the definition thereof), (ii) Taxes described in clauses (b) through (g) of the definition of Excluded Taxes and (iii) Connection Income Taxes); or (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of Buyer which is not otherwise included in the determination of the LIBO Rate hereunder; and the result of any of the foregoing is to increase the cost to Buyer, by Administrative Agent, on behalf of Buyersan amount which Buyer deems, in the Preliminary Approvalexercise of its reasonable business judgment, deliver to be material, of entering into, continuing or maintaining Transactions or to reduce in a material manner any amount receivable under the documents set forth below Transaction Documents in respect thereof; then, in any such case, and provided Buyer imposes such additional costs generally on all of its similarly situated customers, Seller shall pay to Buyer within ten (10) Business Days any additional amounts necessary to compensate Buyer for such increased cost or reduced amount receivable. If Buyer becomes entitled to claim any additional amounts pursuant to this Section 3(c) with respect to each New Asset and related Eligible Property or Properties (3(j), it shall notify Seller in writing of the event by reason of which it has become so entitled. Such notification as to the extent not already delivered calculation of any additional amounts payable pursuant to this subsection shall be submitted by Buyer to Seller. (k) If Buyer shall have determined that the adoption of or any change in the Preliminary Due Diligence Package any Requirement of Law regarding capital adequacy or in the Supplemental Due Diligence Packageinterpretation or application thereof or compliance by Buyer or any corporation controlling Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) as a condition precedent to a Final Approval and issuance of a Confirmation, all in a manner and/or form satisfactory to Administrative Agent in its sole discretion exercised in good faith and pursuant to documentation satisfactory to Administrative Agent, on behalf of Buyers, in its sole discretion exercised in good faith:from any Governme

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Subject to the terms and conditions set forth in this Agreement (including, without limitation, the “Transaction Conditions Precedent” specified in Section 3(b) of this Agreement), an agreement to enter into a Transaction shall be made in writing at the initiation of Seller may as provided below; provided, however, that (i) the aggregate outstanding Purchase Price at any time for all Transactions shall not exceed the Facility Amount and (ii) Buyer shall not have any obligation to enter into Transactions with Seller after the occurrence and during the continuance of a Default or an Event of Default or during the thirty (30) day period immediately prior to the Facility Termination Expiration Date. Seller may, from time to time request that Administrative Agenttime, on behalf submit to Buyer a Transaction Request, in the form of ▇▇▇▇▇▇Exhibit VIII attached hereto, for Buyer’s review and approval in order to enter into a Transaction with respect to one or more New Assets by submitting any Eligible Loan that Seller proposes to be included as Collateral under this Agreement. Upon Buyer’s receipt of a Preliminary complete Due Diligence Package Package, Buyer shall have the right to request, in Buyer’s good faith business judgment, additional diligence materials and deliveries with respect to the applicable Eligible Loan, to the extent necessary for Administrative Agentthe Buyer’s underwriting of such Eligible Loan. Upon Buyer’s receipt of the Transaction Request and diligence materials, on behalf Buyer shall use commercially reasonable efforts to within ten (10) Business Days and following receipt of Buyers’ review and internal credit approval, which approval either (i) notify Seller of the Purchase Price and the Market Value for the Eligible Loan or (ii) deny Seller’s request for a Transaction. Buyer’s failure to respond to Seller within ten (10) Business Days, as applicable, shall be deemed to be a denial of Seller’s request for a Transaction, unless Buyer and Seller have agreed otherwise in the sole discretion of Administrative Agent, as exercised in good faithwriting. Notwithstanding anything to the contrary herein, Administrative Agent, on behalf of Buyers, shall have no obligation to consider for purchase any New Asset if, immediately after the purchase of such New Asset, the Aggregate Repurchase Price would exceed the Facility Amount. Administrative Agent, Buyers and their respective representatives Buyer shall have the right to review all New Assets Eligible Loans proposed to be sold to Administrative Agent, on behalf of Buyers, Buyer in any Transaction and to conduct its own due diligence investigation of such New Assets Eligible Loans as Administrative Agent and Buyers determine is necessary in Administrative Agent’s sole discretion exercised in good faithBuyer reasonably determines. Notwithstanding any provision to the contrary herein or in any other Transaction Document, Administrative Agent, on behalf of ▇▇▇▇▇▇, Buyer shall be entitled to determinemake a determination, in its sole discretion exercised in good faithdiscretion, whether a New Asset qualifies as an that it shall or shall not purchase any or all of the Eligible Asset or whether to reject any New Asset Loans proposed to be sold to Administrative Agent, on behalf of Buyers, Buyer by Seller, and Administrative Agent, on behalf of Buyers, shall have no obligation to enter into any Transactions, . On the Purchase Date for the Transaction which Transactions shall be entered into in on a date mutually agreed upon by Buyer and Seller following the sole discretion approval of Administrative Agentan Eligible Loan by Buyer, on behalf the Purchased Loan shall be transferred to Buyer against the transfer of ▇▇▇▇▇▇, exercised in good faiththe Purchase Price to an account of Seller. (b) Upon Administrative Agent’s receipt agreeing to enter into a Transaction hereunder, provided each of the Transaction Conditions Precedent shall have been satisfied (or waived by Buyer), Buyer shall promptly deliver to Seller a Preliminary Due Diligence Package, Administrative Agent, on behalf written confirmation in the form of BuyersExhibit I attached hereto of each Transaction (a “Confirmation”). Such Confirmation shall describe the Purchased Loans, shall have the right to request a Supplemental Due Diligence Package to evaluate the proposed Transaction. Upon Administrative Agent’s receipt or waiver of such Supplemental Due Diligence Packageidentify Buyer and Seller, Administrative Agent, on behalf of Buyers, shall, in its sole discretion exercised in good faith, within three (3) Business Days, either and shall set forth: (i) the Purchase Date, (ii) the Purchase Price for such Purchased Loan, (iii) the Repurchase Date, (iv) the Pricing Rate, and (v) any additional terms or conditions not inconsistent with this Agreement. With respect to any Transaction, the Pricing Rate shall be determined initially on the Pricing Rate Determination Date applicable to the first Pricing Rate Period for such Transaction, and shall be reset on each Reset Date for the next succeeding Pricing Rate Period for such Transaction. Buyer or its agent shall determine in accordance with the terms of this Agreement the Pricing Rate on each Pricing Rate Determination Date for the related Pricing Rate Period and notify Seller of its intent such rate for such period on the Reset Date. For purposes of this Section 3(b), the “Transaction Conditions Precedent” shall be deemed to proceed have been satisfied with respect to any proposed Transaction if: (A) no Default or Event of Default under this Agreement shall have occurred and be continuing as of the Purchase Date for such proposed Transaction; (B) the representations and warranties made by Seller in any of the Transaction Documents shall be true and correct in all material respects as of the Purchase Date for such Transaction (except to the extent such representations and warranties are made as of a particular date); (C) Buyer shall have received from Seller all corporate and governmental approvals, legal opinions and closing documentation as Buyer may reasonably request, (D) Seller shall have paid all of Buyer’s out-of-pocket costs and expenses pursuant to Section 30(d) of this Agreement; and (E) Buyer shall have (A) determined, in accordance with the applicable provisions of Section 3(a) of this Agreement, that the Assets proposed to be sold to Buyer by Seller in such Transaction are Eligible Loans and (B) obtained internal credit approval for the inclusion of such Eligible Loan as a Purchased Loan in a Transaction. (c) Each Confirmation, together with its determination this Agreement, shall be conclusive evidence of the Purchase Price and terms of the Market Value for the related New Asset (such notice, a “Preliminary Approval”Transaction(s) or (ii) deny Seller’s request. Administrative Agent’s failure to respond to Seller within covered thereby unless specific objection is made no less than three (3) Business Days after the date thereof. In the event of any conflict between the terms of such Confirmation and the terms of this Agreement, the Confirmation shall prevail. An objection sent by Seller with respect to any Confirmation must state specifically that the writing is an objection, must specify the provision(s) of such Confirmation being objected to by Seller, must set forth such provision(s) in the manner that Seller believes such provisions should be stated, and must be sent by Seller no more than five (5) Business Days after such Confirmation is received by Seller. (d) No Transaction shall be deemed terminable on demand by Buyer (other than upon the occurrence and during the continuance of an Event of Default). Seller shall be entitled to terminate a Transaction on demand, in whole only, and repurchase the Purchased Loan subject to a Transaction on any Business Day prior to the Repurchase Date (an “Early Repurchase Date”); provided, however, that: (i) Seller notifies Buyer in writing of its intent to terminate such Transaction and repurchase such Purchased Loan no later than three (3) Business Days prior to such Early Repurchase Date, (ii) on such Early Repurchase Date Seller pays to Buyer an amount equal to the sum of the Repurchase Price for such Transaction, 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 any other amounts payable under this Agreement (including, without limitation, Section 3(i) of this Agreement) with respect to such Transaction against transfer to the Seller or its agent of such Purchased Loan, (iii) on such Early Repurchase Date, following the payment of the amounts set forth in subclause (ii) above, no Margin Deficit exists. Such notice shall set forth the Early Repurchase Date and shall identify with particularity the Purchased Loans to be repurchased on such Early Repurchase Date. (e) On the Repurchase Date, termination of the applicable Transaction will be effected by transfer to Seller or its agent of the applicable Purchased Loan and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Section 5 of this Agreement) against the simultaneous transfer to an account of Buyer of the Repurchase Price, 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 any other amounts payable under this Agreement with respect to such Transaction. (f) On any Remittance Date before the Repurchase Date, Seller shall have the right, from time to time, to transfer cash to Buyer for the purpose of reducing the Purchase Price of, but not terminating, a denial Transaction and without the release of any Collateral and without any prepayment fee or penalty. (g) If prior to the first day of any Pricing Rate Period with respect to any Transaction, Buyer shall have determined in the exercise of its reasonable business judgment (which determination (with respect to subparagraph (i) only) shall be conclusive and binding upon Seller’s request ) that, (i) by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBO Rate for such Pricing Rate Period, or (ii) the LIBO Rate determined or to be determined for such Pricing Rate Period will not adequately and fairly reflect the cost to Buyer (as determined and certified by Buyer) of making or maintaining Transactions during such Pricing Rate Period, Buyer shall give telecopy or telephonic notice (with written notice to follow the next Business Day) thereof to Seller as soon as practicable thereafter. If such notice is given, and provided Buyer shall be making the same determination generally on all of its similarly situated customers, the Pricing Rate with respect to such Transaction for such Pricing Rate Period, and for any subsequent Pricing Rate Periods until (1) the LIBO Rate is ascertainable for subsequent pricing periods (as determined by Buyer in the exercise of its reasonable business judgment) or (2) the LIBO Rate adequately and fairly reflects the cost to Buyer of making or maintaining Transactions during such Pricing Rate Period, as applicable, shall be a per annum rate equal to the Federal Funds Rate plus 25 basis points (0.25%) plus the Applicable Spread (the “Alternative Rate”). (h) Notwithstanding any other provision herein, if the adoption of or any change in any Requirement of Law or in the interpretation or application thereof shall make it unlawful for Buyer to effect Transactions as contemplated by the Transaction Documents, (a) the commitment of Buyer hereunder to enter into new Transactions shall forthwith be canceled, and (b) the proposed Transactions then outstanding shall be converted automatically to Alternative Rate Transactions on the last day of the then current Pricing Rate Period or within such earlier period as may be required by law. If any such conversion of a Transaction occurs on a day which is not the last day of the then current Pricing Rate Period with respect to such Transaction, unless Administrative AgentSeller shall pay to Buyer such amounts, on behalf if any, as may be required pursuant to Section 3(i) of Buyers, and Seller have agreed otherwise in writingthis Agreement. (ci) Upon Seller’s receipt written demand by Buyer, Seller shall indemnify Buyer and hold Buyer harmless from any net actual, out-of-pocket loss or expense (not to include any lost profit or opportunity) (including, without limitation, reasonable actual attorneys’ fees and disbursements) which Buyer sustains or incurs as a consequence of Preliminary Approval (i) default by the Seller in terminating any Transaction after the Seller has given a notice in accordance with respect to Section 3(d) hereof of a termination of a Transaction, (ii) any payment of the Repurchase Price on any day other than a Remittance Date or the Repurchase Date (including, without limitation, any such actual, out-of-pocket loss or expense arising from the reemployment of funds obtained by Buyer to maintain Transactions hereunder or from customary and reasonable fees payable to terminate the deposits from which such funds were obtained) or (iii) a default by Seller shallin selling Eligible Loans after Seller has notified Buyer of a proposed Transaction and Buyer has agreed to purchase such Eligible Loans in accordance with the provisions of this Agreement. A certificate as to such actual costs, if Seller desires losses, damages and expenses, setting forth the calculations therefor shall be submitted promptly by Buyer to enter into such Transaction Seller. (j) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof by any Governmental Authority or compliance by Buyer with any request or directive from any central bank or other Governmental Authority having jurisdiction over Buyer made subsequent to the date hereof: (i) shall subject Buyer to any tax of any kind whatsoever with respect to the related New Asset upon Transaction Documents, any Purchased Loan or any Transaction, or change the terms set forth basis of taxation of payments to Buyer in respect thereof (except for income taxes and any changes in the rate of tax on Buyer’s overall net income); or (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of Buyer which is not otherwise included in the determination of the LIBO Rate hereunder; and the result of any of the foregoing is to increase the cost to Buyer, by Administrative Agent, on behalf of Buyersan amount which Buyer deems, in the Preliminary Approvalexercise of its reasonable business judgment, deliver to be material, of entering into, continuing or maintaining Transactions or to reduce in a material manner any amount receivable under the documents set forth below Transaction Documents in respect thereof; then, in any such case and provided Buyer imposes such additional costs generally on all of its similarly situated customers, Seller shall promptly pay Buyer any additional amounts necessary to compensate Buyer for such increased cost or reduced amount receivable. If Buyer becomes entitled to claim any additional amounts pursuant to this Section 3(c3(j), it shall notify Seller in writing of the event by reason of which it has become so entitled. Such notification as to the calculation of any additional amounts payable pursuant to this subsection shall be submitted by Buyer to Seller. This covenant shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased Loans. (k) If Buyer shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by Buyer or any corporation controlling Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof has the effect of reducing the rate of return on Buyer’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which Buyer or such corporation could have achieved but for such adoption, change or compliance (taking into consideration Buyer’s or such corporation’s policies with respect to each New Asset capital adequacy) by an amount deemed by Buyer, in the exercise of its reasonable business judgment, to be material, then from time to time, after submission by Buyer to Seller of a written request therefor, and related Eligible Property provided Buyer imposes such additional costs generally on all of its similarly situated customers, Seller shall pay to Buyer such additional amount or Properties (amounts as will compensate Buyer for such reduction. Such notification as to the extent not already delivered in the Preliminary Due Diligence Package or in the Supplemental Due Diligence Package) as a condition precedent to a Final Approval and issuance calculation of a Confirmation, all in a manner and/or form satisfactory to Administrative Agent in its sole discretion exercised in good faith and any additional amounts payable pursuant to documentation satisfactory this subsection shall be submitted by Buyer to Administrative Agent, on behalf Seller. This covenant shall survive the termination of Buyers, in its sole discretion exercised in good faith:this Agreement and the repurchase by Seller of any or all of the Purchased Loans.

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Seller may prior to the Facility Termination Date, from time to time request that Administrative Agent, on behalf of ▇B▇▇▇▇▇, enter into a Transaction with respect to one or more New Assets by submitting a Preliminary Due Diligence Package for Administrative Agent, on behalf of Buyers’ review and approval, which approval shall be in the sole discretion of Administrative Agent, as exercised in good faith. Notwithstanding anything to the contrary herein, Administrative Agent, on behalf of Buyers, shall have no obligation to consider for purchase any New Asset if, immediately after the purchase of such New Asset, the Aggregate Repurchase Price would exceed the Facility Amount. Administrative Agent, Buyers and their respective representatives shall have the right to review all New Assets proposed to be sold to Administrative Agent, on behalf of Buyers, in any Transaction and to conduct its own due diligence investigation of such New Assets as Administrative Agent and Buyers determine is necessary in Administrative Agent’s sole discretion exercised in good faithdiscretion. Notwithstanding any provision to the contrary herein or in any other Transaction Document, Administrative Agent, on behalf of ▇▇▇▇▇▇Buyers, shall be entitled to determine, in its sole discretion exercised in good faithdiscretion, whether a New Asset qualifies as an Eligible Asset or whether to reject any New Asset proposed to be sold to Administrative Agent, on behalf of Buyers, by Seller, and Administrative Agent, on behalf of Buyers, shall have no obligation to enter into any Transactions, which Transactions shall be entered into in the sole discretion of Administrative Agent, on behalf of ▇▇▇▇▇▇, exercised in good faithBuyers. (b) Upon Administrative Agent’s receipt of a Preliminary Due Diligence Package, Administrative Agent, on behalf of Buyers, shall have the right to request a Supplemental Due Diligence Package to evaluate the proposed Transaction. Upon Administrative Agent’s receipt or waiver of such Supplemental Due Diligence Package, Administrative Agent, on behalf of Buyers, shall, in its sole discretion exercised in good faithdiscretion, within three five (35) Business Days, either (i) notify Seller of its intent to proceed with the Transaction, Transaction together with its determination of the Purchase Price and the Market Value for the related New Asset (such notice, a “Preliminary Approval”) or (ii) deny Seller’s request. Administrative Agent’s failure to respond to Seller within three five (35) Business Days shall be deemed to be a denial of Seller’s request to enter into the proposed Transaction, unless Administrative Agent, on behalf of Buyers, and Seller have agreed otherwise in writing. (c) Upon Seller’s receipt of Preliminary Approval with respect to a Transaction, Seller shall, if Seller desires to enter into such Transaction with respect to the related New Asset upon the terms set forth by Administrative Agent, on behalf of Buyers, in the Preliminary Approval, deliver the documents set forth below in this Section 3(c) with respect to each New Asset and related Eligible Property or Properties (to the extent not already delivered in the Preliminary Due Diligence Package or in the Supplemental Due Diligence Package) as a condition precedent to a Final Approval and issuance of a Confirmation, all in a manner and/or form satisfactory to Administrative Agent in its sole discretion exercised in good faith and pursuant to documentation satisfactory to Administrative Agent, on behalf of Buyers, in its sole discretion exercised in good faithdiscretion:

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Seller may prior Subject to the Facility Termination Dateterms and conditions set forth in this Agreement (including, from time without limitation, the "Transaction Conditions Precedent" specified in Section 3(b) of this Agreement), an agreement to time request that Administrative Agent, on behalf of ▇▇▇▇▇▇, enter into a Transaction shall be made in writing at the initiation of Seller as provided below; provided, however, that (i) the aggregate Repurchase Price (excluding the Price Differential with respect to one or more New Assets by submitting a Preliminary Due Diligence Package the Purchased Securities and Purchased Loans as of the date of determination) for Administrative Agent, on behalf of Buyers’ review and approval, which approval all Transactions shall be in the sole discretion of Administrative Agent, as exercised in good faith. Notwithstanding anything to the contrary herein, Administrative Agent, on behalf of Buyers, shall have no obligation to consider for purchase any New Asset if, immediately after the purchase of such New Asset, the Aggregate Repurchase Price would not exceed the Facility AmountAmount and (ii) the Buyer shall not have any obligation to enter into Transactions with the Seller after the Business Day prior to the three year anniversary date of the date of the Agreement. Administrative AgentSeller shall give Buyer written notice of each proposed Transaction, Buyers including (x) designation of any assets during the CDO Ramp-Up Period as CDO Eligible Assets or Non-CDO Eligible Assets and their respective representatives (y) with respect to any CDO Eligible Assets during the CDO Ramp-Up Period, Seller's election of the Original Purchase Percentage as defined for such asset (i.e., an Original Purchase Percentage equal to 77% or as specified for the applicable Rating Category or Collateral Type Grouping in Schedule I attached to this Agreement); provided, that, with respect to any CDO Eligible Asset during the CDO Ramp-Up Period, if Seller elects an Original Purchase Percentage equal to 77% instead of the "Original Purchase Percentage" specified for the applicable Rating Category or Collateral Type Grouping in Schedule I attached to this Agreement, then Seller shall be obligated to meet the requirements set forth in Section 12(r) of this Agreement. Any assets designated as CDO Eligible Assets by Seller shall conform (in approximate terms as acceptable to Buyer) to the parameters set forth in Schedule II attached to this Agreement. Buyer shall inform Seller of Buyer's determination with respect to any assets proposed to be sold to Buyer by Seller solely in accordance with Exhibit VIII attached hereto. Buyer shall have the right to review all New Assets Eligible Loans and Eligible Securities proposed to be sold to Administrative Agent, on behalf of Buyers, Buyer in any Transaction and to conduct its own due diligence investigation of such New Assets Eligible Loans and Eligible Securities as Administrative Agent and Buyers determine is necessary in Administrative Agent’s sole discretion exercised in good faithBuyer reasonably determines. Notwithstanding any provision to the contrary herein or in any other Transaction Document, Administrative Agent, on behalf of ▇▇▇▇▇▇, Buyer shall be entitled to determinemake a determination, in the exercise of its sole discretion exercised in good faithfaith business judgment, whether a New Asset qualifies as an Eligible Asset that it shall or whether to reject shall not purchase any New Asset or all of the assets proposed to be sold to Administrative Agent, on behalf of Buyers, Buyer by Seller, and Administrative Agent, on behalf of Buyers, shall have no obligation to enter into any Transactions, . On the Purchase Date for the Transaction which Transactions shall be entered into not less than three (3) Business Days following the approval of an Eligible Loan or an Eligible Security by the Buyer in accordance with Exhibit VIII hereto, the sole discretion Purchased Securities shall be transferred to Buyer or its agent against the transfer of Administrative Agent, on behalf the Purchase Price to an account of ▇▇▇▇▇▇, exercised in good faithSeller. (b) Upon Administrative Agent’s receipt Buyer agreeing to enter into a Transaction hereunder, provided each of the Transaction Conditions Precedent (as hereinafter defined) shall have been satisfied (or waived by Buyer), Buyer shall promptly deliver to Seller a written confirmation in the form of Exhibit I attached hereto of each Transaction (a "Confirmation"). Such Confirmation shall describe the Purchased Securities (including CUSIP number, if any) and/or Purchased Loans, shall identify Buyer and Seller, and shall set forth: (i) the Purchase Date, (ii) the Purchase Price for such Purchased Securities and/or Purchased Loans, (iii) the Repurchase Date, (iv) the Pricing Rate (including the Applicable Spread) applicable to the Transaction (with respect to CDO Eligible Assets, during and after the CDO Ramp-Up Period, as applicable), (v) the Buyer's Margin Percentage (with respect to any CDO Eligible Asset during the CDO Ramp-Up Period, both the Buyer's Margin Percentage during the CDO Ramp-Up Period and after the CDO Ramp-Up Period), (vi) solely with respect to CDO Eligible Assets for which a 77% Original Purchase Percentage is elected, the amount (which may be set forth in an attachment to such Confirmation) required to be deposited into the Securities Account or provided as a Letter of Credit, and (vii) any additional terms or conditions not inconsistent with this Agreement. With respect to any Transaction, the Pricing Rate shall be determined initially on the Pricing Rate Determination Date applicable to the first Pricing Rate Period for such Transaction, and shall be reset on each Reset Date for the next succeeding Pricing Rate Period for such Transaction. Buyer or its agent shall determine in accordance with the terms of this Agreement the Pricing Rate on each Pricing Rate Determination Date for the related Pricing Rate Period and notify Seller of such rate for such period on the Reset Date. For purposes of this Section 3(b), the "Transaction Conditions Precedent" shall be deemed to have been satisfied with respect to any proposed Transaction if: (A) no Default or Event of Default under this Agreement shall have occurred and be continuing as of the Purchase Date for such proposed Transaction; (B) Seller shall have certified to Buyer in writing the acquisition cost of such Assets (including therein reasonable supporting documentation required by the Buyer, if any); (C) the representations and warranties made by Seller in any of the Transaction Documents shall be true and correct in all material respects as of the Purchase Date for such Transaction (except to the extent such representations and warranties are made as of a Preliminary Due Diligence Package, Administrative Agent, on behalf of Buyers, particular date); (D) Buyer shall have (A) determined, in accordance with the right applicable provisions of Section 3(a) of this Agreement, that the Assets proposed to request be sold to Buyer by Seller in such Transaction are Eligible Securities and/or Eligible Loans and (B) obtained internal credit approval for the inclusion of such Eligible Securities and/or Eligible Loans as Purchased Securities and/or Purchased Loans in a Supplemental Due Diligence Package to evaluate Transaction and that following the consummation of the proposed Transaction. Upon Administrative Agent’s receipt , the Concentration Limit shall be satisfied; (E) Seller shall have paid to Buyer the Usage Fee due and payable (which amount, upon the agreement of Buyer and Seller, may be held back from funds remitted to Seller by Buyer); and (F) with respect to any proposed Transaction for Securities in the event the Seller or waiver an Affiliate of such Supplemental Due Diligence Packagethe Seller owns the Related Securities, Administrative Agentthe Seller shall have caused ownership of the Related Securities to be transferred to the Seller simultaneous with or prior to the purchase of the Purchased Securities by Buyer and delivered to the Buyer a power of attorney, on behalf bond powers and any other documentation reasonably required by the Buyer sufficient to permit the Buyer upon the occurrence and during the continuance of Buyers, shall, in an Event of Default to register the transfer of the Related Securities from Seller to Buyer or its sole discretion exercised in good faith, within three designee. (3c) Business Days, either (i) notify Seller of its intent to proceed with the TransactionEach Confirmation, together with its determination this Agreement, shall be conclusive evidence of the Purchase Price and terms of the Market Value for the related New Asset (such notice, a “Preliminary Approval”Transaction(s) or (ii) deny Seller’s request. Administrative Agent’s failure to respond to Seller within covered thereby unless specific objection is made no less than three (3) Business Days after the date thereof. In the event of any conflict between the terms of such Confirmation and the terms of this Agreement, the Confirmation shall prevail. An objection with respect to any Confirmation must state specifically that the writing is an objection, must specify the provision(s) of such Confirmation being objected to by Seller, must set forth such provision(s) in the manner that the Seller believes such provisions should be stated, and must be received by Buyer no more than three (3) Business Days after such Confirmation is received by Seller. (d) No Transaction shall be terminable on demand by Buyer (other than upon the occurrence and during the continuance of an Event of Default by Seller). Seller shall be entitled to terminate a Transaction in whole or in part on demand and repurchase all or a portion of the Purchased Securities and/or Purchased Loans subject to a Transaction on any Business Day prior to the Repurchase Date (an "Early Repurchase Date"); provided, however, that: (i) Seller repurchases on such Early Repurchase Date, all or the applicable portion of the Purchased Securities and/or Purchased Loans subject to such Transaction which Seller has elected to repurchase, (ii) Seller notifies Buyer in writing of its intent to terminate such Transaction and repurchase such Purchased Securities and/or Purchased Loans no later than five (5) Business Days prior to such Early Repurchase Date, (iii) on such Early Repurchase Date Seller pays to Buyer an amount equal to the sum of the Repurchase Price for such Transaction (or, in the case of a termination of a Transaction in part an amount acceptable to the Buyer in the exercise of its good faith business judgment but not more than such Repurchase Price), the Exit Fee, if any, and any other amounts payable under this Agreement (including, without limitation, Section 3(i) of this Agreement) with respect to such Transaction against transfer to the Seller or its agent of such Purchased Securities and/or Purchased Loans, and (iv) on such Early Repurchase Date, in addition to the amounts set forth in subclause (iii) above, Seller pays to Buyer, on account of each Purchased Security or Purchased Loan not subject to termination, an amount sufficient to reduce the Repurchase Price for each Purchased Security and each Purchased Loan to the Target Price for each such Purchased Security and Purchased Loan. Such notice shall set forth the Early Repurchase Date and shall identify with particularity the Purchased Securities and/or Purchased Loans to be repurchased on such Early Repurchase Date. (e) On the Repurchase Date, termination of the Transactions will be effected by transfer to Seller or its agent of the Purchased Securities and Purchased Loans and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Section 5 of this Agreement) against the simultaneous transfer of the Repurchase Price to an account of Buyer. Notwithstanding the foregoing, provided all of the Extension Conditions (as hereinafter defined) shall have been satisfied, the Repurchase Date shall be extended with respect to all of the Transactions until the first (1st) anniversary of the originally scheduled Repurchase Date (or if such day is not a Business Day, the next succeeding Business Day) (all of the other terms and conditions of such Transactions remaining the same). For purposes of the preceding sentence, the "Extension Conditions" shall be deemed to be a denial have been satisfied if: (i) Seller shall have given Buyer written notice, not less than thirty (30) days prior to the originally scheduled Repurchase Date, of Seller’s request 's desire to enter into extend the proposed TransactionRepurchase Date; provided; that if Seller fails to give such notice, unless Administrative Agentthe Seller shall be deemed to have notified Buyer of its desire to extend the originally scheduled Repurchase Date, (ii) no Default or Event of Default under this Agreement shall have occurred and be continuing as of the originally scheduled Repurchase Date, (iii) Seller shall have paid Buyer an extension fee in an amount equal to one-quarter of one percent (0.25%) of the aggregate outstanding Repurchase Price of all Transactions as of the Business Day prior to the originally scheduled Repurchase Date, and (iv) on the originally scheduled Repurchase Date, in addition to the amounts set forth in subclause (iii) above, Seller pays to Buyer, on behalf account of Buyerseach Purchased Security or Purchased Loan, an amount sufficient to reduce the Repurchase Price for each Purchased Security and each Purchased Loan to the Target Price for each such Purchased Security and Purchased Loan. In the event the Repurchase Date is extended pursuant to this Section 3(e) of this Agreement, then Seller have agreed otherwise shall be required to terminate all Transactions in writingpart (without the payment of any Exit Fee if the termination payment is not made in connection with an Early Repurchase Date) by paying 25%, 50% and 75% of the aggregate outstanding Repurchase Price, determined as of the Business Day prior to the third anniversary of the date of this Agreement, by not later than the later of the Remittance Dates occurring in March, June and September 2008, respectively (including, without limitation, by terminating Transactions on demand on Early Repurchase Dates pursuant to Section 3(d))and by paying any unpaid portion of the Repurchase Price of all Transactions on the Repurchase Date. (ci) Upon Seller’s receipt On the last day of Preliminary Approval with respect to a Transactionthe CDO Ramp-Up Period, Seller shall, if Seller desires shall pay Buyer a usage fee (a "Usage Fee") in an amount equal to enter into such Transaction with respect to 0.60% of the Purchase Price specified in the related New Asset upon the terms set forth by Administrative Agent, on behalf of Buyers, in the Preliminary Approval, deliver the documents set forth below in this Section 3(c) Confirmation with respect to each New Asset Transaction consummated during the CDO Ramp-Up Period where the related Purchased Loan or Purchased Security was not included in a DBSI CDO. After the CDO Ramp-Up Period, on each Purchase Date, Seller shall pay Buyer a Usage Fee in an amount equal to 0.60% of the Purchase Price specified in the related Confirmation with respect to such Transaction. If a DBSI CDO is consummated during the CDO Ramp-Up Period and related Eligible Property Sponsor or Properties its Affiliate is obligated to pay to Deutsche Bank Securities, Inc. any structuring and placement fees in connection therewith, Sponsor or its Affiliate, as applicable, shall be entitled to credit any Usage Fees (as defined in the Original Repurchase Agreement) paid under the Original Repurchase Agreement during the period from December 21, 2004 through the date of this Agreement against such structuring and placement fees. (ii) Seller shall pay Buyer the Exit Fee with respect to any Transaction which is terminated for any reason (other than an Event of Default on the part of the Buyer) prior to the extent Repurchase Date; provided, that the Exit Fee shall be waived by the Buyer if the reason for the termination is (1) principal payments (including prepayments and repayments) received on the related Purchased Securities or Purchased Loans (whether at maturity or otherwise), (2) the related Purchased Securities or Purchased Loans are simultaneously included in a DBSI CDO, (3) the Market Value determined by the Buyer for such Purchased Securities or Purchased Loans has decreased by more than 25% from such Market Value as of the related Purchase Date or (4) if the DBSI CDO is not already delivered consummated during the CDO Ramp-Up Period and Deutsche Bank Securities, Inc. has terminated its engagement to underwrite a DBSI CDO on or before the end of the CDO Ramp-Up Period. (g) If prior to the first day of any Pricing Rate Period with respect to any Transaction, (i) Buyer shall have determined in the Preliminary Due Diligence Package exercise of its reasonable business judgment (which determination shall be conclusive and binding upon Seller) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBO Rate for such Pricing Rate Period, or (ii) the LIBO Rate determined or to be determined for such Pricing Rate Period will not adequately and fairly reflect the cost to Buyer (as determined and certified by Buyer) of making or maintaining Transactions during such Pricing Rate Period, Buyer shall give telecopy or telephonic notice thereof to Seller as soon as practicable thereafter. If such notice is given, the Pricing Rate with respect to such Transaction for such Pricing Rate Period, and for any subsequent Pricing Rate Periods until such notice has been withdrawn by Buyer, shall be a per annum rate equal to the Federal Funds Rate plus the Applicable Spread (the "Alternative Rate"). (h) Notwithstanding any other provision herein, if the adoption of or any change in any Requirement of Law or in the Supplemental Due Diligence Packageinterpretation or application thereof shall make it unlawful for Buyer to effect Transactions as contemplated by the Transaction Documents, (a) the commitment of Buyer hereunder to enter into new Transactions and to continue Transactions as a condition precedent such shall forthwith be canceled, and (b) the Transactions then outstanding shall be converted automatically to a Final Approval and issuance Alternative Rate Transactions on the last day of the then current Pricing Rate Period or within such earlier period as may be required by law. If any such conversion of a ConfirmationTransaction occurs on a day which is not the last day of the then current Pricing Rate Period with respect to such Transaction, all in a manner and/or form satisfactory Seller shall pay to Administrative Agent in its sole discretion exercised in good faith and pursuant to documentation satisfactory to Administrative AgentBuyer such amounts, on behalf of Buyersif any, in its sole discretion exercised in good faith:as may be required

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Seller may may, from time to time, prior to the Facility Termination Date, from time to time request that Administrative Agent, on behalf of ▇▇▇▇▇▇, Buyer enter into a Transaction with respect to one or more New Assets Assets. Seller shall initiate each request by submitting a Preliminary Due Diligence Package for Administrative Agent, on behalf of Buyers’ Buyer’s review and approval, which approval shall be in the Buyer’s sole discretion of Administrative Agent, as exercised in good faithdiscretion. Notwithstanding anything to the contrary herein, Administrative Agent, on behalf of Buyers, Buyer shall have no obligation to consider for purchase any New Asset if, immediately after the purchase of such New Asset, the Aggregate Repurchase Price (including the proposed Purchase Price of such New Asset) would exceed the Facility Amount. Administrative Agent, Buyers Buyer and their respective its representatives shall have the right to review all New Assets proposed to be sold to Administrative Agent, on behalf of Buyers, Buyer in any Transaction and to conduct its own due diligence investigation of such New Assets as Administrative Agent and Buyers determine Buyer determines is necessary in Administrative AgentBuyer’s sole discretion exercised in good faithdiscretion. Notwithstanding any provision to the contrary herein or in any other Transaction Document, Administrative Agent, on behalf of ▇▇▇▇▇▇, Buyer shall be entitled to determine, in its sole discretion exercised in good faithdiscretion, whether a New Asset qualifies as an Eligible Asset or whether to reject any New Asset proposed to be sold to Administrative Agent, on behalf of Buyers, Buyer by Seller, and Administrative Agent, on behalf of Buyers, shall have no obligation to enter into any Transactions, which Transactions shall be entered into in the sole discretion of Administrative Agent, on behalf of ▇▇▇▇▇▇, exercised in good faith. (b) Upon Administrative AgentBuyer’s receipt of a Preliminary Due Diligence Package, Administrative Agent, on behalf of Buyers, Buyer shall have the right to request a Supplemental Due Diligence Package to evaluate the proposed Transaction. Upon Administrative AgentBuyer’s receipt or waiver of such Supplemental Due Diligence Package, Administrative Agent, on behalf of Buyers, Buyer shall, in its sole discretion exercised in good faith, within three five (35) Business Days, either (i) notify Seller of its intent to proceed with the Transaction, Transaction together with its determination of the Purchase Price and the Market Value for the related New Asset (such notice, a “Preliminary Approval”) or (ii) deny deny, in Buyer’s sole discretion, Seller’s request. Administrative AgentBuyer’s failure to respond to Seller within three five (35) Business Days shall be deemed to be a denial of Seller’s request to enter into the proposed Transaction, unless Administrative Agent, on behalf of Buyers, Buyer and Seller have agreed otherwise in writing. (c) Upon Seller’s receipt of a Preliminary Approval with respect to a Transaction, Seller shall, if Seller desires to enter into such Transaction with respect to the related New Asset upon the terms set forth by Administrative Agent, on behalf of Buyers, Buyer in the Preliminary Approval, deliver the documents set forth below in this Section 3(c) with respect to each New Asset and related Eligible Property or Properties (to the extent not already delivered in the Preliminary Due Diligence Package or in the Supplemental Due Diligence Package) as a condition precedent to a Final Approval and issuance of a Confirmation, all in a manner and/or form satisfactory to Administrative Agent Buyer in its sole discretion exercised in good faith and pursuant to documentation satisfactory to Administrative Agent, on behalf of Buyers, Buyer in its sole discretion exercised in good faithdiscretion:

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Seller may prior 2.1 Subject to the Facility Termination Dateterms and conditions set forth in this Agreement (including, without limitation, the “Transaction Conditions Precedent” specified in Section 2.2 of this Agreement) the Buyers shall from time to time request separately enter into Transactions with Seller on any Business Day from and including the Closing Date to but excluding the Termination Date and pursuant to any such Transaction, Seller shall be entitled to sell, repurchase and re-sell any assets in accordance with this Agreement; provided, however, that Administrative Agent, on behalf of the aggregate ▇▇▇▇▇▇, ▇▇▇▇ Price (excluding Exit Fees and the Price Differential with respect to the Purchased Assets as of the date of determination) for all Transactions shall not exceed the Maximum Facility Amount. An agreement to enter into a Transaction shall be made in writing at the initiation of Seller as provided below. Seller shall give the Buyer written notice of each proposed Transaction and the Buyer shall inform Seller of their determination with respect to one or more New Assets by submitting a Preliminary Due Diligence Package for Administrative Agent, on behalf of Buyers’ review and approval, which approval shall any assets proposed to be in the sole discretion of Administrative Agent, as exercised in good faith. Notwithstanding anything sold to the contrary herein, Administrative Agent, on behalf of Buyers, shall have no obligation to consider for purchase any New Asset if, immediately after the purchase of such New Asset, the Aggregate Repurchase Price would exceed the Facility AmountBuyer by Seller solely in accordance with Exhibit VII attached hereto. Administrative Agent, Buyers and their respective representatives The Buyer shall have the right to review all New Assets Eligible Loans and Eligible Securities proposed to be sold to Administrative Agent, on behalf of Buyers, the Buyer in any Transaction and to conduct its own due diligence investigation of such New Assets Eligible Loans and Eligible Securities as Administrative Agent and Buyers determine is necessary in Administrative Agent’s sole discretion exercised in good faiththe Buyer determines. Notwithstanding any provision to the contrary herein or in any other Transaction Document, Administrative Agent, on behalf of ▇▇▇▇▇▇, The Buyer shall be entitled to determinemake a determination, in its sole discretion exercised in good faithdiscretion, whether a that they shall not purchase any or all of the New Asset qualifies as an Eligible Asset or whether to reject any New Asset Assets proposed to be sold to Administrative Agent, on behalf of Buyers, the Buyer by Seller, and Administrative Agent, on behalf of Buyers, shall have no obligation to enter into any Transactions, which Transactions shall be entered into in . On the sole discretion of Administrative Agent, on behalf of ▇▇▇▇▇▇, exercised in good faith. (b) Upon Administrative Agent’s receipt of a Preliminary Due Diligence Package, Administrative Agent, on behalf of Buyers, shall have the right to request a Supplemental Due Diligence Package to evaluate the proposed Transaction. Upon Administrative Agent’s receipt or waiver of such Supplemental Due Diligence Package, Administrative Agent, on behalf of Buyers, shall, in its sole discretion exercised in good faith, within three (3) Business Days, either (i) notify Seller of its intent to proceed with Purchase Date for the Transaction, together which shall be no later than fifteen (15) days after Seller has received the notice of approval of the request for transaction in accordance with Exhibit VII attached hereto and at least two (2) Business Days from the date upon which the Confirmation is fully executed by Seller and the Buyer, provided each of the Transaction Conditions Precedent shall have been satisfied (or waived by the Buyer), the Purchased Assets shall be transferred to the Buyer or its determination agent against the transfer of the Purchase Price and the Market Value for the related New Asset to an account of Seller. On each Subsequent Purchase Date, which shall be no less man two (such notice, a “Preliminary Approval”) or (ii) deny Seller’s request. Administrative Agent’s failure to respond to Seller within three (32) Business Days following the date upon which the Confirmation is fully executed by the Buyer and Seller in accordance with Exhibit VII attached hereto, provided each of the Transaction Conditions Precedent shall have been satisfied (or waived by the Buyer), the Buyer shall transfer to the account of Seller all or the portion of the Contingent Purchase Price requested in such Confirmation. Upon the execution and delivery of any such Confirmation in connection with a Subsequent Purchase Date, such Confirmation shall supercede any previous confirmation executed and delivered in respect of the relevant Purchased Asset. 2.2 Upon agreeing to enter into a Transaction hereunder, provided each of the Transaction Conditions Precedent shall have been satisfied (or waived by the Buyer), Seller shall prepare and Seller and the Buyer shall execute a written confirmation in the form of Exhibit I attached hereto of each Transaction (a “Confirmation”) and follow all other Transaction procedures described in Exhibit VII attached hereto. In the absence of execution and delivery by the Buyer of a separate Confirmation with respect to each Purchased Asset which is the subject of a proposed Transaction, Buyer shall under no circumstances be deemed to be a denial of Seller’s request to enter into the proposed Transaction, unless Administrative Agent, on behalf of Buyers, and Seller have agreed otherwise in writing. (c) Upon Seller’s receipt of Preliminary Approval with respect to a Transaction, Seller shall, if Seller desires to enter into such Transaction or purchase such Purchased Asset. With respect to any Transaction, the Pricing Rate shall be determined initially on the Purchase Date applicable to such Transaction, and shall be reset on each Reset Date for the related Pricing Rate Period. The Buyer or its agent shall determine in accordance with the terms of this Agreement the Pricing Rate on each Reset Date for the related Pricing Rate Period and notify Seller and Custodian of such rate for such period on the Reset Date. For purposes of this Agreement, the “Transaction Conditions Precedent” shall be deemed to have been satisfied with respect to any proposed Transaction if: (a) no Default or Event of Default under this Agreement shall have occurred and be continuing as of the Purchase Date for such proposed Transaction; (b) the representations and warranties made by Seller in each of the Transaction Documents shall be true and correct in all material respects as of the Purchase Date for such Transaction; (c) no Margin Deficit shall exist, either immediately prior to or after giving effect to the requested Transaction; (d) none of the following shall have occurred and be continuing: (i) an event or events shall have occurred in the determination of Buyer resulting in the effective absence of a “repo market” or related New “lending market” for purchasing (subject to repurchase) or financing debt obligations secured by commercial mortgage loans or securities or an event or events shall have occurred resulting in Buyer not being able to finance Purchased Assets through the “repo market” or “lending market” with traditional counterparties at rates which would have been commercially reasonable prior to the occurrence of such event or events; or (ii) an event or events shall have occurred resulting in the effective absence of a “securities market” for securities backed by Purchased Assets or an event or events shall have occurred resulting in the Buyer not being able to sell securities backed by Purchased Assets at prices which would have been commercially reasonable prior to such event or events; or (iii) there shall have occurred a material adverse change in the “repo market” or comparable “lending market” which affects (or can reasonably be expected to affect) materially and adversely the ability of Seller to fund its obligations under this Agreement; (e) the Buyer shall have received, reviewed and approved the applicable Diligence Materials, the Purchased Asset upon the terms set forth by Administrative AgentDocuments and any source documentation or supporting information referenced therein, on behalf of Buyersincluding without limitation third party reports and, in the Preliminary Approvalcase of CMBS securities, deliver any related rating letters, private and public placement memoranda, and trustee reports; (f) the documents set forth below Buyer’s counsel shall have completed in full any legal review requested by the Buyer; (g) the Buyer shall have (A) determined, in accordance with the applicable provisions of Section 2.1 of this Section 3(cAgreement, that the assets proposed to be sold to the Buyer by Seller in such Transaction are Eligible Assets, (B) determined that the Purchase Price of no single asset proposed to be sold to the Buyer by Seller in such Transaction exceeds 10% of the Maximum Facility Amount (unless otherwise approved by the Buyer in its sole discretion), (C) completed all legal due diligence in respect of such Eligible Securities and/or Eligible Loans and (D) obtained internal credit approval for the inclusion of such Eligible Securities and/or Eligible Loans as Purchased Assets in a Transaction; (h) the (i) Purchase Price of any Purchased Asset sold to the Buyer under the Agreement on any Purchase Date shall not be less than $1,000,000 and (ii) the portion of the Contingent Purchase Price related to any Purchased Asset paid by the Buyer to Seller on any Purchase Date shall not be less than $1,000,000; (i) Reserved; (j) the Buyer shall have received the Custodial Agreement, executed and delivered by an authorized officer of each of the parties thereto; (k) the Buyer shall have received the Guarantee, executed and delivered by an authorized officer of Guarantor, and the Guarantee shall be in the form attached hereto as Exhibit XI; (1) the Buyer shall have received an opinion of counsel to Seller with respect to due authorization, execution and delivery and enforceability and the perfection of the Buyer’s security interests in the New Assets, and such opinion shall be satisfactory to the Buyer in form and substance; (m) with respect to each New Purchased Loan that is not a Table Funded Purchased Loan, the Buyer shall have received a Trust Receipt from the Custodian, and with respect to each Table Funded Purchased Loan, the Buyer shall have received an executed Bailee Agreement and a Trust Receipt (as defined in such Bailee Agreement) from the Settlement Agent; and (n) with respect to any Purchased Asset that is acquired by Seller from an Affiliate of Seller, the Buyers shall have received the written agreement of such Affiliate (i) consenting to Seller’s pledge of such Purchased Asset and any Collateral related Eligible Property or Properties thereto to each Buyer under this Agreement and (ii) agreeing that, if the transfer by such Affiliate to Seller is deemed to be a loan by Seller to such Affiliate, such Affiliate’s rights in respect of such Purchased Asset and any Collateral related thereto shall be subject and subordinate to the rights of the Buyers under this Agreement. 2.3 Upon execution by the Buyer, each Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby. 2.4 No Transaction shall be terminable on demand by the Buyer, other than (1) upon the occurrence and during the continuance of an Event of Default by Seller and/or (2) to the extent not already delivered of such Eligible Assets, with respect to any Eligible Assets that become delinquent, defaulted or similarly affected, as determined in the Preliminary Due Diligence Package Buyer’s sole discretion. Seller shall be entitled to (and shall, in the event demand is given by the Buyer pursuant to the immediately preceding sentence, in accordance with the Buyer’s demand) terminate a Transaction in whole or in part on demand and repurchase all or a portion of the Supplemental Due Diligence Package) as a condition precedent Purchased Assets subject to a Final Approval Transaction on any Business Day prior to the Repurchase Date (an “Early Repurchase Date”); provided, however, that: (a) Seller repurchases on such Early Repurchase Date, all or the portion of the Purchased Assets subject to such Transaction which Seller has elected to repurchase; (b) Seller notifies the Buyer in writing of its intent to terminate such Transaction and issuance repurchase such Purchased Assets no less than two (2) Business Days prior to such Early Repurchase Date; (c) on such Early Repurchase Date, Seller pays to the Buyer an amount equal to the sum of the Repurchase Price for such Transaction (or, in the case of a Confirmation, all termination of a Transaction in a manner and/or form satisfactory part an amount acceptable to Administrative Agent the Buyer in its sole discretion exercised in good faith discretion, but not more than such Repurchase Price), and pursuant any other amounts payable under this Agreement (including, without limitation, Section 2.11 of this Agreement) with respect to documentation satisfactory such Transaction against transfer to Administrative Agent, on behalf Seller or its agent of Buyers, in its sole discretion exercised in good faith:such Purchased Assets; and

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Seller may On or after the date hereof and prior to the Facility Termination DateRepurchase Date and subject to the terms and conditions set forth in this Agreement (including, from time without limitation, the “Transaction Conditions Precedent” specified in Section 3(b) of this Agreement), an agreement to time request that Administrative Agent, on behalf of ▇▇▇▇▇▇, enter into a Transaction shall be made in writing at the initiation of Seller as provided below; provided, however, that entering into any Transaction shall be in Buyer’s sole and absolute discretion. Seller shall give Buyer written notice of each proposed Transaction and Buyer shall inform Seller of its determination with respect to one or more New Assets any assets proposed to be sold to Buyer by submitting a Preliminary Due Diligence Package for Administrative Agent, on behalf of Buyers’ review and approval, which approval shall be Seller solely in the sole discretion of Administrative Agent, as exercised in good faithaccordance with Exhibit IX attached hereto. Notwithstanding anything to the contrary herein, Administrative Agent, on behalf of Buyers, shall have no obligation to consider for purchase any New Asset if, immediately after the purchase of such New Asset, the Aggregate Repurchase Price would exceed the Facility Amount. Administrative Agent, Buyers and their respective representatives Buyer shall have the right to review all New Eligible Assets proposed to be sold to Administrative Agent, on behalf of Buyers, Buyer in any Transaction and to conduct its own due diligence investigation of such New Eligible Assets as Administrative Agent Buyer determines. Upon receipt of all Diligence Materials, Buyer shall complete its due diligence review and Buyers determine is necessary in Administrative Agent’s sole discretion exercised in good faith. Notwithstanding any provision financial modeling with respect to the contrary herein or in any other Transaction Document, Administrative Agent, on behalf of ▇▇▇▇▇▇, shall be entitled to determine, in its sole discretion exercised in good faith, whether a New Asset qualifies as an Eligible Asset or whether to reject any New Asset assets proposed to be sold to Administrative AgentBuyer by Seller. Buyer shall be entitled to make a determination, on behalf in the exercise of Buyersits sole discretion, that it shall not purchase any or all of the assets proposed to be sold to Buyer by Seller, such determination to be made no later than ten (10) Business days from Buyer’s receipt of the Diligence Materials. Any failure by Buyer to respond within ten (10) Business Day shall constitute a refusal to purchase the Eligible Asset(s). On the Purchase Date for the Transaction which shall occur no later than forty-five (45) calendar days (or such longer period as may be mutually agreed between Buyer and Administrative AgentSeller) following the date of the approval of an Eligible Asset by Buyer in accordance with Exhibit IX hereto, on behalf of Buyers, shall have no obligation to enter into any Transactions, which Transactions the Purchased Assets shall be entered into transferred to Buyer or its agent against the transfer of the Purchase Price in the sole discretion of Administrative Agent, on behalf of ▇▇▇▇▇▇, exercised in good faithimmediately available funds to an account designated by Seller. (b) Upon Administrative Agent’s receipt agreeing to enter into a Transaction hereunder, provided each of a Preliminary Due Diligence Package, Administrative Agent, on behalf of Buyers, the Transaction Conditions Precedent (as hereinafter defined) shall have been satisfied (or waived by Buyer), Buyer shall contemporaneously deliver to Seller a duly executed written confirmation substantially in the right to request form of Exhibit I attached hereto of each Transaction (a Supplemental Due Diligence Package to evaluate “Confirmation”). Such Confirmation shall describe the Purchased Asset(s) which shall be the subject of the proposed Transaction. Upon Administrative Agent’s receipt or waiver of such Supplemental Due Diligence Package, Administrative Agentshall identify Buyer and Seller, on behalf of Buyers, shall, in its sole discretion exercised in good faith, within three (3) Business Days, either and shall set forth (i) the Purchase Date, (ii) the Purchase Price for such Purchased Asset(s), (iii) the Repurchase Date, (iv) the Pricing Rate applicable to the Transaction and (v) any additional terms or conditions not inconsistent with this Agreement. With respect to any Transaction, the Pricing Rate shall be determined initially on the Pricing Rate Determination Date applicable to the first Pricing Rate Period for such Transaction, and shall be reset on each LIBOR Determination Date for the next succeeding Pricing Rate Period for such Transaction. Buyer or its agent shall determine in accordance with the terms of this Agreement the Pricing Rate on each Pricing Rate Determination Date for the related Pricing Rate Period and notify Seller of its intent to proceed with such rate for such period on the TransactionLIBOR Determination Date. Such determination shall be binding on the Seller absent manifest error. For purposes of this Section 3(b), together with its determination of the Purchase Price and the Market Value for the related New Asset (such notice, a “Preliminary Approval”) or (ii) deny Seller’s request. Administrative Agent’s failure to respond to Seller within three (3) Business Days Transaction Conditions Precedent” shall be deemed to have been satisfied with respect to any proposed Transaction if: (1) no Default or Event of Default under this Agreement shall have occurred and be continuing as of the Purchase Date for such proposed Transaction; (2) the representations and warranties made by Seller in any of the Transaction Documents shall be true and correct in all material respects as of the Purchase Date for such Transaction; (3) Buyer or the Custodian on behalf of Buyer shall have received the applicable Transaction Documents and other documents and opinions specified in Section 7 of this Agreement. The Custodian shall have delivered a denial Trust Receipt satisfactory to Buyer no later than 1:00 p.m. on the Purchase Date; (4) Buyer shall have received the Diligence Materials and completed to Buyer’s satisfaction its due diligence review and financial modeling with respect to the assets proposed to be sold to Buyer by Seller; (5) Buyer shall have (A) determined, in accordance with the applicable provisions of Section 3(a) of this Agreement, that the assets proposed to be sold to Buyer by Seller in such Transaction are Eligible Assets and (B) obtained internal credit approval for the inclusion of such Eligible Asset as a Purchased Asset in a Transaction; (6) the purchase by Buyer from Seller of the Purchased Assets shall be completed prior to the Repurchase Date; (7) With respect to the initial Transaction and as otherwise required by Buyer in connection with any subsequent Transaction, Seller shall have delivered to Buyer an opinion of Seller’s request counsel, in such form and substance reasonably acceptable to enter into Buyer addressing the matters set forth in Exhibit V hereto; and (8) On the proposed TransactionPurchase Date (A)(i) trading generally shall not have been suspended or materially limited on or by, unless Administrative Agentas the case may be, any of the New York Stock Exchange, the American Stock Exchange, the National Association of Securities Dealers, Inc., the Chicago Board of Options Exchange, the Chicago Mercantile Exchange or the Chicago Board of Trade, (ii) a general moratorium on behalf commercial banking activities in New York shall not have been declared by either Federal or State of BuyersNew York authorities, or (iii) there shall not have occurred any outbreak or escalation of hostilities or any change in financial markets (including the market for securities backed by mortgage loans and Seller have agreed otherwise the repo or comparable lending market), or any calamity or crisis, or any major disruption of settlement of securities or clearance in writingthe United States that, in the judgment of Buyer, is material and adverse and (B) in the case of any of the events specified in clauses (A)(i) through (iii) above, such event by itself or together with any other such event, makes it, in the judgment of Buyer, imprudent to purchase Eligible Assets on the terms and in the manner contemplated in this Agreement. Notwithstanding anything to the contrary contained in this Agreement, in no event shall the Transaction hereunder be consummated until such time as Buyer has received all of the following, each in form and substance reasonably satisfactory to Buyer: (i) the fully executed Transaction Documents and related Trust Receipt; (ii) the legal opinion described in subparagraph (7) above and (iii) Seller’s organizational documents, to the extent not delivered as of the date hereof. (c) Upon Each Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby unless objected to in writing by Seller no more than two (2) Business Days after the date such Confirmation is received by Seller’s receipt . An objection sent by Seller with respect to any Confirmation must state specifically that the writing is an objection, must specify the provision(s) of Preliminary Approval such Confirmation being objected to by Seller, must set forth such provision(s) in the manner that Seller believes such provisions should be stated, and must be received by Buyer no more than two (2) Business Days after such Confirmation is received by Seller. Seller shall execute a written acceptance accepting each Confirmation not objected to by Seller within the aforementioned two (2) Business Day period and prior to the Purchase Date. (d) Seller shall be entitled to terminate a Transaction and repurchase any or all of the Purchased Assets from Buyer on five (5) Business Days’ notice on any Business Day prior to the Repurchase Date (an “Early Repurchase Date”). Such notice shall set forth the Early Repurchase Date and shall identify with particularity the Purchased Assets that are Participation Interests in Mezzanine Loans or B Notes to be repurchased on such Early Repurchase Date. If Seller terminates any Transaction pursuant to the preceding sentence, then Seller shall pay to Buyer, in addition to the related Repurchase Price, a termination fee (the "Exit Fee") on the Early Repurchase Date; provided, however, no Exit Fee shall be paid if such fee is expressly waived pursuant to the relevant Confirmation. The Exit Fee shall be calculated as the product of (i) the Repurchase Price multiplied by (ii) 0.50% (50 basis points). Notwithstanding the foregoing: (i) No Exit Fee will be payable for the early repurchase of Purchased Assets that are Participation Interests in Mezzanine Loans or B Notes only resulting from, or in connection with, (a) the sale of the underlying assets to Buyer or any of its Affiliates, (b) the maturity of the underlying assets, (c) any amortization or pay down, including prepayments in whole or in part, in respect of Purchased Loans or (d) the sale of the underlying assets to a securitization vehicle, including a CDO, for which Buyer or any of its Affiliates is acting in a lead manager, bookrunner or co-bookrunner role. (ii) In the event of any Margin Call given by Buyer under Section 4(a) of this Agreement, no Exit Fee will be payable by Seller to Buyer with respect to a Transactionrelated transfer of cash by Seller to Buyer in connection with such Margin Call. (iii) All other transactions which result in the reduction of the Repurchase Price or any other sales of Purchased Assets prior to the Repurchase Date will be subject to payment of the Exit Fee. On the Repurchase Date or any Early Repurchase Date, termination of the Transactions will be effected by transfer by Buyer to Seller or its agent of the Purchased Asset(s) and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller shallpursuant to Section 5 of this Agreement) against the simultaneous transfer in immediately available funds of the Repurchase Price to an account designated by Buyer. The transfer (and/or release of security interest) on the Repurchase Date and/or Early Repurchase Date by Buyer to Seller of the Purchased Assets shall be free and clear of all liens, if encumbrances, security interests and claims created by Buyer in and to the interest of Buyer or its Affiliates. Buyer agrees upon receipt of the Repurchase Price to execute and deliver to Seller desires from time to time upon Seller’s request, all reassignments and other documentation deemed reasonably appropriate by Seller to give effect to the foregoing transfers (and/or release of security interest) of Purchased Assets including, without limitation UCC Termination Statements. (e) Any provision hereof to the contrary notwithstanding, Transactions entered into hereunder shall be at the sole discretion of Buyer. Buyer is not required to enter into such any Transaction with respect to the related New Asset upon the terms set forth by Administrative Agent, on behalf of Buyers, in the Preliminary Approval, deliver the documents set forth below in this Section 3(c) with respect to each New Asset and related Eligible Property or Properties (to the extent not already delivered in the Preliminary Due Diligence Package or in the Supplemental Due Diligence Package) as a condition precedent to a Final Approval and issuance of a Confirmation, all in a manner and/or form satisfactory to Administrative Agent in its sole discretion exercised in good faith and pursuant to documentation satisfactory to Administrative Agent, on behalf of BuyersBuyer may, in its sole discretion exercised discretion, reject for inclusion in good faith:any Transaction any Eligible Assets offered for sale hereunder by Seller.

INITIATION; CONFIRMATION; TERMINATION; FEES. (ai) Subject to the terms and conditions set forth in this Agreement, an agreement to enter into a Transaction shall be made in writing at the initiation of Seller as provided below; provided, however, that (A) the aggregate outstanding Purchase Price at any time for all Transactions shall not exceed the Facility Amount, (B) Buyer shall not have any obligation to enter into new Transactions with Seller after the occurrence and during the continuance of a Default or an Event of Default or after the Facility Availability Period and (C) this Agreement is not a commitment to enter into Transactions but rather sets forth the procedures to be used in connection with periodic requests to enter into Transactions and Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement. (ii) Seller may prior request a Transaction or an increase in Purchase Price hereunder, on any Business Day during the Facility Availability Period, by delivering to Buyer a written request for Transaction or an increase in Purchase Price, substantially in the form of Exhibit III hereto (a “Request for Transaction/Increase in Purchase Price”). Each Request for Transaction /Increase in Purchase Price shall: (A) relate to the Facility Termination Datefunding of an Eligible Loan to be transferred (or previously transferred) hereunder at the time of the transfer of the Purchase Price that is the subject of such Request for Transaction /Increase in Purchase Price (including any future advances of such Purchased Loan); (B) in the case of the Purchase Date of an Eligible Loan, (x) be accompanied by a Complete Submission, and (y) attach a schedule identifying the Eligible Loan that Seller proposes to fund and to transfer to Buyer in connection with such Transaction substantially in the form of Annex 1 to Exhibit IV; (C) specify the requested Funding Date and the amount requested to be funded; (D) specify any subsequent advances which may be required, (E) attach an officer’s certificate signed by a Responsible Officer of Seller as required by Section 9(a)(ix) hereof; (F) indicate whether Seller desires such Purchased Loan to be a Table Funded Eligible Loan, which table funding shall be subject to Buyer’s prior approval in Buyer’s sole discretion; and (G) contain (by attachment) such other information reasonably requested by Buyer from time to time. Buyer may from time to time request waive certain requirements of a Complete Submission in its sole and absolute discretion if, at the time of the submission thereof, certain documents called for as part of such Complete Submission are then unavailable; provided that Administrative Agent, on behalf of ▇▇▇▇▇▇, enter into a Transaction Seller shall use its best efforts to provide such documents as soon as they become available. (iii) Solely with respect to one or more New Assets by submitting the Purchase Date for an Eligible Loan, following receipt of a Preliminary Due Diligence Package Request for Administrative AgentTransaction/Increase in Purchase Price and a Complete Submission, on behalf of Buyers’ review and approval, which approval Buyer shall be inform Seller in the its sole discretion of Administrative Agentits election to proceed with a Transaction hereunder by delivering to Seller a funding confirmation, substantially in the form of Exhibit IV hereto (a “Funding Confirmation”), as exercised follows. Within ten (10) Business Days following receipt of a Complete Submission (and any other materials reasonably requested by Buyer relating to a proposed funding in good faith. Notwithstanding anything to the contrary herein, Administrative Agent, on behalf of Buyers, shall have no obligation to consider for purchase any New Asset if, immediately after the purchase of such New Asset, the Aggregate Repurchase Price would exceed the Facility Amount. Administrative Agent, Buyers and their respective representatives shall have the right to review all New Assets proposed to be sold to Administrative Agent, on behalf of Buyers, in any Transaction and to conduct connection with Buyer conducting its own due diligence investigation of such New Assets as Administrative Agent and Buyers determine is necessary in Administrative Agent’s sole discretion exercised in good faith. Notwithstanding any provision to the contrary herein or in any other Transaction Document, Administrative Agent, on behalf of ▇▇▇▇▇▇, shall be entitled to determine, in its sole discretion exercised in good faith, whether a New Asset qualifies as an Eligible Asset or whether to reject any New Asset Loan proposed to be sold funded by Buyer), Buyer shall conduct its diligence review and notify Seller in such Funding Confirmation as to Administrative Agentwhether it approves of such Eligible Loan (including in the case of a request for a Table Funded Eligible Loan, on behalf whether it approves of Buyerssame) and its Schedule of Exceptions to Representations and Warranties. If, by Sellerwith respect to any Mortgage Loan, and Administrative AgentBuyer does not respond to Seller within the time frames specified in the preceding sentence, on behalf of Buyers, shall have no obligation to enter into any Transactions, which Transactions Buyer shall be entered into in the sole discretion of Administrative Agent, on behalf of ▇▇▇▇▇▇, exercised in good faithdeemed to have elected not to make a Loan secured by such Mortgage Loan. (biv) Upon Administrative AgentFollowing receipt of a Funding Confirmation from Buyer pursuant to Section 3(a)(iii), Seller shall, not later than 12:00 noon New York City time on the Business Day prior to the requested Funding Date, (i) in the case of a Table Funded Eligible Loan, deliver the Title Escrow Letter with respect thereto to Custodian, with a copy to Buyer, as provided in the Custodial Agreement, and (ii) deliver the Closing Counsel Letter to Buyer. Following Buyer’s receipt of the Title Escrow Letter (if applicable) and Closing Counsel Letter, and Buyer’s final determination that the Mortgage Loan is an Eligible Loan, subject to Section 9 hereof, Buyer shall transfer the Purchase Price pursuant to the wiring instructions Seller delivers to Buyer or in the case of a Preliminary Due Diligence PackageTable Funded Eligible Loan, Administrative Agentset forth in the Title Escrow Letter to partially fund the applicable Purchased Loan in an amount determined in accordance with Section 3(a)(v) below, on behalf which transfer shall constitute the entry into a Transaction hereunder in the amount of Buyersthe Purchase Price. Pursuant to the Title Escrow Letter, the title insurance company party thereto shall have return to Buyer the right Purchase Price so advanced if Seller fails to request a Supplemental Due Diligence Package to evaluate the proposed Transaction. Upon Administrative Agent’s receipt or waiver advance its portion of such Supplemental Due Diligence PackagePurchased Loan on such Funding Date. A Title Escrow Letter shall not be required for Purchased Loans which have been previously made the subject of a Transaction. (v) The amount of the Purchase Price with respect to any Purchased Loan on the Purchase Date shall be an amount up to the least of (i) 75% of such Purchased Loan’s aggregate initial principal amount (or 70% of such Purchased Loan’s aggregate initial principal amount with respect to any Purchased Loan secured by a Hospitality Property) or (ii) 56% of the value of the related Mortgaged Property as set forth in an Appraisal delivered to Buyer or (iii) the amount that would cause the Debt Yield calculated with respect to all of the Purchased Loans to be less than the Minimum Debt Yield. (vi) With respect to any Purchased Loan where Buyer has funded the Purchase Price on the Purchase Date as provided for herein, Administrative Agentfollowing receipt of a Request for Transaction/Increase in Purchase Price, on behalf of Buyers, shall, in its sole discretion exercised in good faith, within which shall be delivered by Seller no less than three (3) Business DaysDays prior to the proposed Funding Date, either and of all items required to be delivered to Buyer pursuant to this Agreement (iincluding, without limitation Section (9)), Buyer shall fund a portion of any future advance which Seller shall be contractually obligated to fund under the related Purchased Loan Documents in an amount equal to the product of (x) notify Seller the amount of its intent such future advance multiplied by (y) the percentage equal to proceed with the Transaction, together with its determination quotient of the Purchase Price transferred by Buyer in connection with the Purchase Date divided by the aggregate initial funded amount of such Purchased Loan, subject in each case to satisfaction of the following conditions precedent: (A) the aggregate Purchase Price transferred by Buyer with respect to any Purchased Loan shall not exceed 75% of the outstanding principal balance of such Purchased Loan (or 70% of such Purchased Loan’s outstanding principal balance with respect to any Purchased Loan secured by a Hospitality Property) and shall not cause the Market Value Debt Yield calculated with respect to all of the Purchased Loans to be less than the Minimum Debt Yield; (B) Buyer shall not have any obligation to fund such future advance unless the Debt Yield with respect to such Purchased Loan as of the date of the future advance is greater than the Debt Yield as of the date of the initial advance of such Purchased Loan by 1.00% (or, solely with respect to Purchased Loans that had a Debt Yield equal to or greater than 7.00% on the date of the initial advance, by 0.75%); (C) Seller shall not receive a Funding Date for future advances with respect to each Purchased Loan more than one time during each calendar month or during the related New Asset final twelve months of the term of any Purchased Loan; (D) the amount of Purchase Price transferred for a future advance with respect to each Purchased Loan shall be in an amount not less than $250,000; and (E) Seller shall have delivered to Buyer evidence reasonably satisfactory to Buyer that the underlying Mortgagor with respect to the applicable Purchased Loan shall have delivered all items required to be delivered as conditions precedent to the making of such noticefuture advance and shall have given Buyer a period of time reasonably satisfactory to Buyer within which to review such items. (vii) Notwithstanding anything herein to the contrary, the aggregate outstanding Purchase Price with respect to any individual Purchased Loan (inclusive of the Purchase Date and all future Funding Dates) shall not exceed the Maximum Transaction Amount. (viii) On the Business Day that Custodian receives the complete Purchased Loan Documents, Custodian will notify Buyer of its receipt of such Purchased Loan Documents and deliver to Buyer a “Preliminary Approval”) or (ii) deny Trust Receipt, with a copy to Seller’s request. Administrative Agent’s failure Seller shall cause the Closing Counsel to respond deliver the Purchased Loan Documents with respect to Seller each Purchased Loan within three (3) Business Days following the Purchase Date to the Custodian and shall be deemed deliver the Complete Submission with respect to be a denial such Purchased Loan to Buyer. (ix) Notwithstanding any other provision hereunder, the fact that Buyer has conducted or has failed to conduct any partial or complete examination or any other due diligence review of Seller’s request any Purchased Loan shall in no way affect any rights Buyer may have hereunder or otherwise with respect to any representations or warranties or other rights hereunder, including without limitation, the right to determine at any time that such Purchased Loan is the subject of an Eligibility Breach. (b) Upon agreeing to enter into a Transaction or to increase the proposed Purchase Price hereunder, Buyer shall promptly deliver to Seller a written confirmation in the form of Exhibit VIII attached hereto of such Transaction or increase in Purchase Price (a “Confirmation”). Such Confirmation shall describe the Purchased Loan, shall identify Buyer and Seller, and shall set forth: (i) the Purchase Date/Funding Date, (ii) the Initial Purchase Price Percentage, the Margin Percentage and the Purchase Price for such Purchased Loan, (iii) the Repurchase Date, (iv) the Pricing Rate (including the Applicable Margin), and (v) any additional terms or conditions not inconsistent with this Agreement. With respect to any Transaction, unless Administrative Agent, the Pricing Rate shall be determined initially on behalf of Buyersthe Pricing Rate Determination Date applicable to the first Pricing Rate Period for such Transaction, and shall be reset on each subsequent Pricing Rate Determination Date for the next succeeding Pricing Rate Period for such Transaction. Buyer or its agent shall determine in accordance with the terms of this Agreement the Pricing Rate on each Pricing Rate Determination Date for the related Pricing Rate Period and notify Seller have agreed otherwise in writingof such rate for such period on such subsequent Pricing Rate Determination Date. (c) Upon Each Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby unless specific objection is made in writing no less than three (3) Business Days after the date thereof. In the event of any conflict between the terms of such Confirmation and the terms of this Agreement, the Confirmation shall prevail. It is understood and agreed that once a Confirmation has been executed by Buyer and Seller, such Confirmation shall be binding on the parties hereto (absent manifest error) and shall constitute evidence of Buyer’s receipt approval of Preliminary Approval the applicable Purchased Loan and the terms of the applicable Transaction. (d) No Transaction shall be terminable on demand by Buyer (other than upon the occurrence and during the continuance of an Event of Default). Seller shall be entitled to terminate a Transaction on demand, in whole only, and repurchase the Purchased Loan subject to a Transaction on any Business Day prior to the Repurchase Date (an “Early Repurchase Date”); provided, however, that: (i) Seller notifies Buyer in writing of its intent to terminate such Transaction and repurchase such Purchased Loan no later than three (3) Business Days prior to such Early Repurchase Date, (ii) on such Early Repurchase Date, Seller pays to Buyer an amount equal to the sum of (x) the Repurchase Price for such Transaction and (y) any other amounts payable under this Agreement with respect to such Transaction against transfer to Seller or its agent of such Purchased Loan, (iii) if a Margin Deficit is in existence on such Early Repurchase Date and Buyer has notified Seller thereof in accordance with Section 4(a), then, simultaneously with such repurchase, Seller cures such Margin Deficit, and (iv) no Event of Default has occurred and is continuing on the date of such early repurchase. Such notice shall set forth the Early Repurchase Date and shall identify with particularity the Purchased Loans to be repurchased on such Early Repurchase Date. (e) On the Repurchase Date or any Early Repurchase Date (including, without limitation, in order to cure a Margin Deficit), termination of the applicable Transaction will be effected by transfer to Seller or its designee of the applicable Purchased Loan and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Section 5 of this Agreement) against the simultaneous transfer to an account of Buyer of the Repurchase Price and any other amounts payable under this Agreement with respect to such Transaction. (f) Seller may reduce the outstanding Purchase Price of the Transactions, in whole or in part, on any Payment Date without premium or penalty. If Seller shall reduce the outstanding Purchase Price on any day other than a Payment Date, Seller shall be responsible for all breakage costs pursuant to Section 3(h). Any amounts paid shall reduce the outstanding Purchase Price of the Transactions (together with Price Differential thereon) so designated by Seller until paid in full. Amounts paid may be re-advanced as increases in Purchase Price in accordance with the terms of this Agreement. If Seller intends to reduce the outstanding Purchase Price of the Transactions in whole or in part from any source, Seller shall give at least two (2) Business Days’ prior written notice thereof to Buyer, specifying the date and amount of payment. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with accrued Price Differential to such date on the amount prepaid. Partial payments shall be in an aggregate principal amount of at least $100,000 or the outstanding balance of the designated Purchased Loan(s), if less. (g) Anything herein to the contrary notwithstanding, if, on or prior to the determination of LIBOR for any Pricing Rate Period: (i) Buyer determines in good faith, which determination shall be conclusive and binding upon Seller, absent manifest error, that quotations of Pricing Rates for the relevant deposits referred to in the definition of “LIBOR” in Section 1 hereof are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Transactions as provided herein or (ii) it becomes unlawful for Buyer to honor its obligation to make or maintain Transactions hereunder using LIBOR, and Buyer has determined in its sole good faith discretion that it is unable to assign its rights and obligations hereunder to an Affiliate reasonably acceptable to Seller to avoid any such restrictions or prohibitions, then Buyer shall give Seller prompt notice thereof and, if the parties cannot agree on a substitute Pricing Rate within fifteen (15) days of the commencement of such condition, (i) Buyer shall be under no obligation to enter into additional Transactions or increase the Purchase Price, and Seller shall, if at its option, either repay all such Transactions as may be outstanding (and Seller desires shall not be liable for any LIBOR breakage fees associated therewith) or pay interest on such Transactions at a rate per annum as reasonably determined by Buyer taking into account the increased cost to enter into such Transaction with respect to the related New Asset upon the terms set forth by Administrative AgentBuyer. (h) If Seller makes a repayment of any Transactions on any day which is not a Payment Date, on behalf of Buyers, in the Preliminary Approval, deliver the documents set forth below in this Section 3(c) with respect to each New Asset and related Eligible Property or Properties (to the extent not already delivered in the Preliminary Due Diligence Package or in the Supplemental Due Diligence Package) as a condition precedent to a Final Approval and issuance of a Confirmation, all in a manner and/or form satisfactory to Administrative Agent in its sole discretion exercised in good faith and pursuant to documentation satisfactory to Administrative Agent, on behalf of Buyers, in its sole discretion exercised in good faith:Seller shall be re

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Seller may prior to the Facility Termination Date, from time to time request that Administrative Agent, on behalf of ▇▇▇▇▇▇Buyers, enter into a Transaction with respect to one or more New Assets by submitting a Preliminary Due Diligence Package for Administrative Agent, on behalf of Buyers’ review and approval, which approval shall be in the sole discretion of Administrative Agent, as exercised in good faith. Notwithstanding anything to the contrary herein, Administrative Agent, on behalf of Buyers, shall have no obligation to consider for purchase any New Asset if, immediately after the purchase of such New Asset, the Aggregate Repurchase Price would exceed the Facility Amount. Administrative Agent, Buyers and their respective representatives shall have the right to review all New Assets proposed to be sold to Administrative Agent, on behalf of Buyers, in any Transaction and to conduct its own due diligence investigation of such New Assets as Administrative Agent and Buyers determine is necessary in Administrative Agent’s sole discretion exercised in good faith. Notwithstanding any provision to the contrary herein or in any other Transaction Document, Administrative Agent, on behalf of ▇▇▇▇▇▇Buyers, shall be entitled to determine, in its sole discretion exercised in good faith, whether a New Asset qualifies as an Eligible Asset or whether to reject any New Asset proposed to be sold to Administrative Agent, on behalf of Buyers, by Seller, and Administrative Agent, on behalf of Buyers, shall have no obligation to enter into any Transactions, which Transactions shall be entered into in the sole discretion of Administrative Agent, on behalf of ▇▇▇▇▇▇Buyers, exercised in good faith. (b) Upon Administrative Agent’s receipt of a Preliminary Due Diligence Package, Administrative Agent, on behalf of Buyers, shall have the right to request a Supplemental Due Diligence Package to evaluate the proposed Transaction. Upon Administrative Agent’s receipt or waiver of such Supplemental Due Diligence Package, Administrative Agent, on behalf of Buyers, shall, in its sole discretion exercised in good faith, within three (3) Business Days, either (i) notify Seller of its intent to proceed with the Transaction, together with its determination of the Purchase Price and the Market Value for the related New Asset (such notice, a “Preliminary Approval”) or (ii) deny Seller’s request. Administrative Agent’s failure to respond to Seller within three (3) Business Days shall be deemed to be a denial of Seller’s request to enter into the proposed Transaction, unless Administrative Agent, on behalf of Buyers, and Seller have agreed otherwise in writing. (c) Upon Seller’s receipt of Preliminary Approval with respect to a Transaction, Seller shall, if Seller desires to enter into such Transaction with respect to the related New Asset upon the terms set forth by Administrative Agent, on behalf of Buyers, in the Preliminary Approval, deliver the documents set forth below in this Section 3(c) with respect to each New Asset and related Eligible Property or Properties (to the extent not already delivered in the Preliminary Due Diligence Package or in the Supplemental Due Diligence Package) as a condition precedent to a Final Approval and issuance of a Confirmation, all in a manner and/or form satisfactory to Administrative Agent in its sole discretion exercised in good faith and pursuant to documentation satisfactory to Administrative Agent, on behalf of Buyers, in its sole discretion exercised in good faith:

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Seller may prior Subject to the Facility Termination Dateterms and conditions set forth in this Agreement (including, without limitation, the “Transaction Conditions Precedent” specified in Section 3(b) of this Agreement), an agreement to enter into a Transaction shall be made, from time to time, in writing at the initiation of Seller as provided below; provided, however, that (i) the aggregate outstanding Purchase Price at any time request that Administrative Agentfor all Transactions shall not exceed the Facility Amount and (ii) Buyer shall not have any obligation to enter into new Transactions with Seller after the occurrence and during the continuance of a monetary or material non-monetary Default or an Event of Default or after the Facility Availability Period. Seller may, on behalf from time to time, submit to Buyer a Transaction Request, in the form of ▇▇▇▇▇▇Exhibit VIII attached hereto, for Buyer’s review and approval in order to enter into a Transaction with respect to one or more New Assets by submitting any Eligible Loan that Seller proposes to be included as Collateral under this Agreement. Upon Buyer’s receipt of a Preliminary complete Due Diligence Package for Administrative AgentPackage, on behalf of Buyers’ review and approval, which approval shall be in the sole discretion of Administrative Agent, as exercised in good faith. Notwithstanding anything to the contrary herein, Administrative Agent, on behalf of Buyers, shall have no obligation to consider for purchase any New Asset if, immediately after the purchase of such New Asset, the Aggregate Repurchase Price would exceed the Facility Amount. Administrative Agent, Buyers and their respective representatives Buyer shall have the right to review all New Assets proposed to be sold to Administrative Agent, on behalf of Buyersrequest, in any Transaction Buyer’s good faith business judgment and in a manner consistent with Buyer’s other master repurchase facilities for comparable assets, additional diligence materials and deliveries with respect to conduct its own due diligence investigation the applicable Eligible Loan, to the extent necessary for Buyer’s underwriting of such New Assets as Administrative Agent and Buyers determine is necessary in Administrative Agent’s sole discretion exercised in good faithEligible Loan. Notwithstanding any provision to the contrary herein or in any other Transaction Document, Administrative Agent, on behalf of ▇▇▇▇▇▇, shall be entitled to determine, in its sole discretion exercised in good faith, whether a New Asset qualifies as an Eligible Asset or whether to reject any New Asset proposed to be sold to Administrative Agent, on behalf of Buyers, by Seller, and Administrative Agent, on behalf of Buyers, shall have no obligation to enter into any Transactions, which Transactions shall be entered into in the sole discretion of Administrative Agent, on behalf of ▇▇▇▇▇▇, exercised in good faith. (b) Upon Administrative AgentBuyer’s receipt of a Preliminary Due Diligence Packagethe Transaction Request, Administrative Agent, on behalf of Buyers, shall have the right to request a Supplemental Due Diligence Package and additional diligence materials, Buyer shall use commercially reasonable efforts to evaluate the proposed Transaction. Upon Administrative Agent’s receipt or waiver of such Supplemental Due Diligence Package, Administrative Agent, on behalf of Buyers, shall, in its sole discretion exercised in good faith, within three five (35) Business DaysDays and following receipt of internal credit approval, either (i) notify Seller of its intent to proceed with the Transaction, together with its determination of the Purchase Price and the Market Value for the related New Asset (such notice, a “Preliminary Approval”) Eligible Loan or (ii) deny Seller’s requestrequest for a Transaction. Administrative AgentBuyer’s failure to respond to Seller within three five (35) Business Days shall be deemed to be a denial of Seller’s request to enter into the proposed for a Transaction, unless Administrative Agent, on behalf of Buyers, Buyer and Seller have agreed otherwise in writing. Buyer shall have the right to review all Eligible Loans proposed to be sold to Buyer in any Transaction and to conduct its own due diligence investigation of such Eligible Loans as Buyer reasonably determines. Buyer shall be entitled to make a determination, in its sole discretion, that it shall or shall not purchase any or all of the Eligible Loans proposed to be sold to Buyer by Seller. On the Purchase Date for the Transaction which shall be on a date mutually agreed upon by Buyer and Seller following the approval of an Eligible Loan by Buyer, the Purchased Loan shall be transferred to Buyer against the transfer of the Purchase Price to an account of Seller or as directed by Seller in writing. (b) Upon agreeing to enter into a Transaction hereunder, provided each of the Transaction Conditions Precedent shall have been satisfied (or waived by Buyer), Buyer shall promptly deliver to Seller a written confirmation in the form of Exhibit I attached hereto of each Transaction (a “Confirmation”). Such Confirmation shall describe the Purchased Loan, shall identify Buyer and Seller, and shall set forth: (i) the Purchase Date, (ii) the Purchase Price Percentage, Maximum Purchase Price Percentage, the initial Purchase Price and the maximum Purchase Price for such Purchased Loan, (iii) the Repurchase Date, (iv) the Pricing Rate (including the Applicable Spread), (v) the Margin Percentage, (vi) the LTV (Purchase Price) and Maximum LTV (Purchase Price), (vii) the LTV (Loan UPB) and LTV (Aggregate Loan UPB) (if applicable), (viii) the Funding Fee, any additional conditions precedent to the availability of Margin Excess (Future Funding) and the type of funding (i.e. table funded/non-table funded), and (ix) any additional reasonable terms or conditions not inconsistent with this Agreement and mutually agreed upon by Buyer and Seller. With respect to any Transaction, the Pricing Rate shall be determined initially on the Pricing Rate Determination Date applicable to the first Pricing Rate Period for such Transaction, and shall be reset on each subsequent Pricing Rate Determination Date for the next succeeding Pricing Rate Period for such Transaction. Buyer or its agent shall determine in accordance with the terms of this Agreement the Pricing Rate on each Pricing Rate Determination Date for the related Pricing Rate Period and notify Seller of such rate for such period on such subsequent Pricing Rate Determination Date. For purposes of this Section 3(b), the “Transaction Conditions Precedent” shall be deemed to have been satisfied with respect to any proposed Transaction if: (A) no monetary or material non-monetary Default or Event of Default under this Agreement shall have occurred and be continuing as of the Purchase Date for such proposed Transaction; (B) subject to any exceptions reasonably approved by Buyer, the representations and warranties made by Seller in any of the Transaction Documents shall be true and correct in all material respects as of the Purchase Date for such Transaction, before and after giving effect to such Transaction, as though made on such Purchase Date (except to the extent such representations and warranties are made as of a particular date); (C) Buyer shall have received from Seller all corporate and governmental approvals, legal opinions of counsel to Seller and Guarantor (including, without limitation, as to authority, enforceability, perfection, bankruptcy safe harbor and the Investment Company Act of 1940) and closing documentation as Buyer may reasonably request pursuant to this Agreement, (D) Seller shall have paid to Buyer (x) the Funding Fee then due and payable with respect to such Transaction pursuant to the Fee Letter and (y) Buyer’s out-of-pocket costs and expenses pursuant to Section 30(d) of this Agreement (which amounts referred to in the preceding sub-clauses (D)(x) and (D)(y) may be paid through a holdback to the Purchase Price); (E) Buyer shall have (A) determined, in accordance with the applicable provisions of Section 3(a) of this Agreement, that the Assets proposed to be sold to Buyer by Seller in such Transaction are Eligible Loans and (B) obtained internal credit approval for the inclusion of such Eligible Loan as a Purchased Loan in a Transaction; and (F) Buyer shall have determined that no event has occurred which is reasonably likely to result in a Material Adverse Effect; and (G) as of the applicable Purchase Date, each of the Concentration Limits is satisfied (unless waived by Buyer). (c) Upon Each Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby unless specific objection is made in writing no less than three (3) Business Days after the date thereof. In the event of any conflict between the terms of such Confirmation and the terms of this Agreement, the Confirmation shall prevail. An objection sent by Seller with respect to any Confirmation must state specifically that the writing is an objection, must specify the provision(s) of such Confirmation being objected to by Seller, must set forth such provision(s) in the manner that Seller believes such provisions should be stated, and must be sent by Seller no more than five (5) Business Days after such Confirmation is received by Seller. It is understood and agreed that once a Confirmation has been executed by Buyer and Seller, such Confirmation shall be binding on the parties hereto (absent manifest error) and shall constitute evidence of Buyer’s receipt approval of Preliminary Approval the applicable Purchased Loan and the terms of the applicable Transaction. (d) No Transaction shall be terminable on demand by Buyer (other than upon the occurrence and during the continuance of an Event of Default). Seller shall be entitled to terminate a Transaction on demand, in whole only, and repurchase the Purchased Loan subject to a Transaction on any Business Day prior to the Repurchase Date (an “Early Repurchase Date”); provided, however, that: (i) Seller notifies Buyer in writing of its intent to terminate such Transaction and repurchase such Purchased Loan no later than three (3) Business Days prior to such Early Repurchase Date, (ii) on such Early Repurchase Date Seller pays to Buyer an amount equal to the sum of (x) the Repurchase Price for such Transaction, (y) the Exit Fee, if any, then due and payable with respect to such Transaction pursuant to the Fee Letter and (z) any other amounts payable under this Agreement (including, without limitation, Section 3(i) of this Agreement) with respect to such Transaction, in connection with the transfer to Seller or its agent of such Purchased Loan, (iii) on such Early Repurchase Date, following the payment of the amounts set forth in subclause (ii) above, no unpaid Margin Deficit exists, and (iv) no Default or Event of Default shall have occurred and be continuing as of such Early Repurchase Date. Such notice shall set forth the Early Repurchase Date and shall identify with particularity the Purchased Loans to be repurchased on such Early Repurchase Date. (e) On the Repurchase Date or any Early Repurchase Date (including, without limitation, in order to cure a Margin Deficit), termination of the applicable Transaction will be effected by transfer to Seller or its agent of the applicable Purchased Loan and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Section 5 of this Agreement) against the simultaneous transfer to an account of Buyer of the Repurchase Price, 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 any other amounts payable under this Agreement with respect to such Transaction. (f) On any Remittance Date before the Repurchase Date (or any Business Day before the Repurchase Date upon two (2) Business Days prior notice to Buyer, with respect to a reduction in outstanding Purchase Price of greater than $2,000,000), Seller shall have the right, from time to time, to transfer cash to Buyer for the purpose of reducing the outstanding Purchase Price of, but not terminating, a Transaction and without the release of any Collateral or the payment of any Exit Fee or other prepayment fee or penalty; provided, that any such reduction in outstanding Purchase Price occurring on a date other than a Remittance Date shall be required to be accompanied by payment of all unpaid accrued Price Differential on the amount of such reduction. Upon any reduction in outstanding Purchase Price in accordance with this Section 3(f), either Seller or Buyer can request an amended and restated Confirmation which shall reflect the decrease in the outstanding Purchase Price (it being acknowledged that the failure by any party to request or deliver such amended and restated Confirmation shall not be a Default). (g) If prior to any Pricing Rate Period with respect to any Transaction, Buyer shall have determined in the exercise of its reasonable business judgment (which determination shall be conclusive and binding upon Seller) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBO Rate for such Pricing Rate Period, Buyer shall give prompt written notice thereof to Seller. If such notice is given, the Pricing Rate with respect to such Transaction for such Pricing Rate Period, and for any subsequent Pricing Rate Periods until such notice has been withdrawn by Buyer shall be a per annum rate equal to the Prime Rate plus 100 basis points (1.00%) (the “Alternative Rate”). (h) Notwithstanding any other provision herein, if the adoption of or any change in any Requirement of Law or in the interpretation or application thereof shall make it unlawful for Buyer to effect or continue Transactions as contemplated by the Transaction Documents, (a) the commitment of Buyer hereunder to enter into new Transactions shall forthwith be canceled, and (b) the Transactions then outstanding shall be converted automatically to Alternative Rate Transactions on the last day of the then current Pricing Rate Period or within such earlier period as may be required by law. If any such conversion of a Transaction occurs on a day which is not the last day of the then current Pricing Rate Period with respect to such Transaction, Seller shallshall pay to Buyer such amounts, if any, as may be required pursuant to Section 3(i) of this Agreement. (i) Upon written demand by Buyer, Seller desires shall indemnify Buyer and hold Buyer harmless from any net actual, out-of-pocket loss or expense (not to enter into include any lost profit or opportunity or other consequential costs, loss or damages) (including, without limitation, reasonable actual attorneys’ fees and disbursements of outside counsel) which Buyer sustains or incurs as a consequence of (i) default by Seller in terminating any Transaction after Seller has given a notice in accordance with Section 3(d) hereof of a termination of a Transaction, (ii) any payment of the Repurchase Price on any day other than a Remittance Date or the Repurchase Date (including, without limitation, any such actual, out-of-pocket loss or expense arising from the reemployment of funds obtained by Buyer to maintain Transactions hereunder or from customary and reasonable fees payable to terminate the deposits from which such funds were obtained) or (iii) a default by Seller in selling Eligible Loans after Seller has delivered to Buyer an executed Confirmation in connection with a proposed Transaction and Buyer has agreed to purchase such Eligible Loans in accordance with the provisions of this Agreement as evidenced by a countersigned Confirmation executed by Buyer and delivered to Seller. A certificate as to such actual costs, losses, damages and expenses, setting forth the calculations therefor shall be submitted promptly by Buyer to Seller. (j) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof by any Governmental Authority or compliance by Buyer with any request or directive from any central bank or other Governmental Authority having jurisdiction over Buyer made subsequent to the date hereof: (i) shall subject Buyer to any tax of any kind whatsoever with respect to the related New Asset upon Transaction Documents, any Purchased Loan or any Transaction, or change the terms set forth basis of taxation of payments to Buyer in respect thereof (except for (i) Indemnified Taxes (with Other Taxes applying for this purpose without the proviso in the definition thereof), (ii) Taxes described in clauses (b) through (g) of the definition of Excluded Taxes and (iii) Connection Income Taxes); or (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of Buyer which is not otherwise included in the determination of the LIBO Rate hereunder; and the result of any of the foregoing is to increase the cost to Buyer, by Administrative Agent, on behalf of Buyersan amount which Buyer deems, in the Preliminary Approvalexercise of its reasonable business judgment, deliver to be material, of entering into, continuing or maintaining Transactions or to reduce in a material manner any amount receivable under the documents set forth below Transaction Documents in respect thereof; then, in any such case, and provided Buyer imposes such additional costs generally on all of its similarly situated customers, Seller shall pay to Buyer within ten (10) Business Days any additional amounts necessary to compensate Buyer for such increased cost or reduced amount receivable. If Buyer becomes entitled to claim any additional amounts pursuant to this Section 3(c) with respect to each New Asset and related Eligible Property or Properties (3(j), it shall notify Seller in writing of the event by reason of which it has become so entitled. Such notification as to the extent not already delivered calculation of any additional amounts payable pursuant to this subsection shall be submitted by Buyer to Seller. (k) If Buyer shall have determined that the adoption of or any change in the Preliminary Due Diligence Package any Requirement of Law regarding capital adequacy or in the Supplemental Due Diligence Packageinterpretation or application thereof or compliance by Buyer or any corporation controlling Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) as a condition precedent to a Final Approval and issuance of a Confirmation, all in a manner and/or form satisfactory to Administrative Agent in its sole discretion exercised in good faith and pursuant to documentation satisfactory to Administrative Agent, on behalf of Buyers, in its sole discretion exercised in good faith:from any Governmental A

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Seller may prior Subject to the Facility Termination Dateterms and conditions set forth in this Agreement (including, from time without limitation, the “Transaction Conditions Precedent” specified in Section 3(b) of this Agreement), an agreement to time request that Administrative Agent, on behalf of ▇▇▇▇▇▇, enter into a Transaction shall be made in writing at the initiation of Seller as provided below; provided, however, that (i) the aggregate Repurchase Price (excluding the Price Differential with respect to one or more New Assets by submitting a Preliminary Due Diligence Package the Purchased Securities and Purchased Loans as of the date of determination) for Administrative Agent, on behalf of Buyers’ review and approval, which approval all Transactions shall be in the sole discretion of Administrative Agent, as exercised in good faith. Notwithstanding anything to the contrary herein, Administrative Agent, on behalf of Buyers, shall have no obligation to consider for purchase any New Asset if, immediately after the purchase of such New Asset, the Aggregate Repurchase Price would not exceed the Facility AmountAmount and (ii) the Buyer shall not have any obligation to enter into Transactions with the Seller after the nine month anniversary date of the date of the Agreement. Administrative Agent, Buyers Seller shall give Buyer written notice of each proposed Transaction and their respective representatives Buyer shall inform Seller of its determination with respect to any assets proposed to be sold to Buyer by Seller solely in accordance with Exhibit VIII attached hereto. Buyer shall have the right to review all New Assets Eligible Loans and Eligible Securities proposed to be sold to Administrative Agent, on behalf of Buyers, Buyer in any Transaction and to conduct its own due diligence investigation of such New Assets Eligible Loans and Eligible Securities as Administrative Agent and Buyers determine is necessary in Administrative Agent’s sole discretion exercised in good faithBuyer reasonably determines. Notwithstanding any provision to the contrary herein or in any other Transaction Document, Administrative Agent, on behalf of ▇▇▇▇▇▇, Buyer shall be entitled to determinemake a determination, in the exercise of its sole discretion exercised in good faithfaith business judgment, whether a New Asset qualifies as an it will purchase any or all of the Eligible Asset Loans or whether to reject any New Asset Eligible Securities proposed to be sold to Administrative Agent, on behalf of Buyers, Buyer by Seller, and Administrative Agent, on behalf of Buyers, shall have no obligation to enter into any Transactions, which Transactions shall be entered into in the sole discretion of Administrative Agent, on behalf of ▇▇▇▇▇▇, exercised in good faith. (b) Upon Administrative Agent’s receipt agreeing to enter into a Transaction hereunder, provided each of the Transaction Conditions Precedent (as hereinafter defined) shall have been satisfied (or waived by Buyer), Buyer shall promptly deliver to Seller a written confirmation in the form of Exhibit I attached hereto of each Transaction (a “Confirmation”). Such Confirmation shall describe the Purchased Securities (including CUSIP number, if any) and/or Purchased Loans, shall identify Buyer and Seller, and shall set forth: (i) the Purchase Date; (ii) the Purchase Price for such Purchased Securities and/or Purchased Loans; (iii) the Repurchase Date; (iv) the Pricing Rate applicable to the Transaction (including the Applicable Spread); and (v) any additional terms or conditions not inconsistent with this Agreement. With respect to any Transaction, the Pricing Rate shall be determined initially on the Pricing Rate Determination Date applicable to the first Pricing Rate Period for such Transaction, and shall be reset on each Reset Date for the next succeeding Pricing Rate Period for such Transaction. Buyer or its agent shall determine in accordance with the terms of this Agreement the Pricing Rate on each Pricing Rate Determination Date for the related Pricing Rate Period and notify Seller of such rate for such period on the Reset Date. For purposes of this Section 3(b), Repurchase Agreement $250MM Facility the “Transaction Conditions Precedent” shall be deemed to have been satisfied with respect to any proposed Transaction if: (A) no Default or Event of Default under this Agreement shall have occurred and be continuing as of the Purchase Date for such proposed Transaction; (B) Seller shall have certified to Buyer in writing the acquisition cost of such Securities (including therein reasonable supporting documentation required by the Buyer, if any); (C) the representations and warranties made by Seller in any of the Transaction Documents shall be true and correct in all material respects as of the Purchase Date for such Transaction (except to the extent such representations and warranties are made as of a Preliminary Due Diligence Package, Administrative Agent, on behalf of Buyers, particular date); (D) Buyer shall have (I) determined, in accordance with the applicable provisions of Section 3(a) of this Agreement, that the assets proposed to be sold to Buyer by Seller in such Transaction are Eligible Securities and/or Eligible Loans and (II) obtained internal credit approval for the inclusion of such Eligible Loan as a Purchased Loan in a Transaction; and (E) with respect to any proposed Transaction for Purchased Securities which are rated “B+ “ (or the equivalent) or lower or are not rated, in the event an Affiliate of the Sellers owns the Related Securities (it being understood that for purposes of this provision, Related Securities shall include (a) the securities issued in a “real estate mortgage investment conduit” transaction which have no rating and (b) if such unrated securities do not entitle the holder thereof to control the selection of the special servicer for the mortgage loans underlying such Purchased Securities, the securities which have a rating and entitle the holder thereof to control the selection of the special servicer for the mortgage loans underlying such Purchased Securities), the Seller shall have (x) (i) caused ownership of the Related Securities to be transferred to the Seller simultaneous with or prior to the purchase of the Purchased Securities by Buyer and (ii) delivered to the Buyer a power of attorney, bond power and any other documentation reasonably required by the Buyer sufficient to permit the Buyer upon the occurrence and during the continuance of an Event of Default (other than with respect to Buyer) to register the transfer of the Related Securities from the Seller to Buyer or its designee, or Repurchase Agreement $250MM Facility (y) delivered to the Buyer an agreement satisfactory to Buyer irrevocably conveying and transferring to Buyer the right to request a Supplemental Due Diligence Package control the selection of the special servicer for the related mortgage loans if an Event of Default (other than with respect to evaluate Buyer) occurs and is continuing under the proposed Transaction. Upon Administrative Agent’s receipt or waiver of such Supplemental Due Diligence Package, Administrative Agent, on behalf of Buyers, shall, in its sole discretion exercised in good faith, within three Agreement. (3c) Business Days, either (i) notify Seller of its intent to proceed with the TransactionEach Confirmation, together with its determination this Agreement, shall be conclusive evidence of the Purchase Price and terms of the Market Value for the related New Asset (such notice, a “Preliminary Approval”Transaction(s) or (ii) deny Seller’s request. Administrative Agent’s failure to respond to Seller within covered thereby unless specific objection is made no more than three (3) Business Days after the date thereof. In the event of any conflict between the terms of such Confirmation and the terms of this Agreement, the Confirmation shall prevail. An objection sent by Seller with respect to any Confirmation must state specifically that the writing is an objection, must specify the provision(s) of such Confirmation being objected to by Seller, must set forth such provision(s) in the manner that Seller believes such provisions should be stated, and must be received by Buyer no more than three (3) Business Days after such Confirmation is received by Seller. (d) No Transaction shall be terminable on demand by Buyer (other than upon the occurrence and during the continuance of an Event of Default (other than with respect to Buyer)). Seller shall be entitled to terminate a Transaction on demand and repurchase all of the Purchased Securities and/or Purchased Loans subject to a Transaction in whole or in part on any Business Day prior to the Repurchase Date (an “Early Repurchase Date”); provided, however, that: (i) Seller notifies Buyer in writing of its intent to terminate such Transaction and repurchase such Purchased Securities and/or Purchased Loans no later than five (5) Business Days prior to such Early Repurchase Date, (ii) on such Early Repurchase Date Seller pays to Buyer an amount equal to the sum of the Repurchase Price for such Transaction, the Exit Fee, if any, with respect to each Purchased Security and/or Purchased Loan subject to such Transaction and any other amounts payable under this Agreement (including, without limitation, Section 3(i) of this Agreement) with respect to such Transaction against transfer to the Seller or its agent of such Purchased Securities and/or Purchased Loans, and (iii) on such Early Repurchase Date, in addition, but after giving effect to the amounts set forth in subclause (ii) above, Seller pays to Buyer, on account of each Purchased Security or Purchased Loan, an amount sufficient to reduce the Repurchase Price for each Purchased Security and each Purchased Loan to the Target Price for each such Purchased Security and Purchased Loan. Such notice shall set forth the Early Repurchase Date and shall identify with particularity the Purchased Securities and/or Purchased Loans to be repurchased on such Early Repurchase Date. Repurchase Agreement $250MM Facility (e) On the Repurchase Date, termination of the Transactions will be effected by transfer to Seller or its agent of the Purchased Securities and Purchased Loans and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Section 5 of this Agreement) against the simultaneous transfer of the Repurchase Price to an account of Buyer. Notwithstanding the foregoing, provided all of the Extension Conditions (as hereinafter defined) shall have been satisfied, the Repurchase Date shall be extended up to two times with respect to all of the Transactions until the date three months after the originally scheduled Repurchase Date or the first extended Repurchase Date, as applicable (all of the other terms and conditions of such Transactions remaining the same). For purposes of the preceding sentence, the “Extension Conditions” shall be deemed to be a denial have been satisfied if: (i) Seller shall have given Buyer written notice, not less than thirty (30) days prior to the originally scheduled Repurchase Date, of Seller’s request desire to enter into extend the proposed TransactionRepurchase Date; (ii) no Default or Event of Default under this Agreement shall have occurred and be continuing as of the originally scheduled Repurchase Date, unless Administrative Agentand (iii) with respect to the second extension of the Repurchase Date only, on behalf Seller shall have paid Buyer an extension fee in an amount equal to one-quarter of Buyers, and Seller have agreed otherwise in writingone percent (0.25%) of the aggregate outstanding Repurchase Price of all Transactions as of the date three months after the originally scheduled Repurchase Date. (cf) Upon Seller shall pay to Buyer the Exit Fee with respect to any Purchased Loan or Purchased Security if the related Transaction is terminated for any reason prior to the Repurchase Date agreed upon by Buyer and Seller’s receipt ; provided, that the Exit Fee shall be deemed waived by Buyer if the reason for the termination is any of (1) principal payments (either prepayments or repayments) received on the Purchased Loan or Purchased Security, or (2) the related Purchased Loan or Purchased Security is included contemporaneously in a securitization transaction where DBSI is sole lead manager (or co-lead manager, provided the economics to DBSI are as outlined in an engagement letter for a collateralized debt obligation securitization transaction mutually acceptable to DBSI and the Sponsor) and sole bookrunner, or (3) the occurrence of Preliminary Approval an Early Repurchase Date with respect to a Purchased Loan or Purchased Security that has been the subject of a Margin Deficit where the related Market Value has decreased by more than 25% from such Market Value as of the related Purchase Date or Repurchase Agreement $250MM Facility (4) the occurrence of an event set forth in (x) Section 3(j) or (k) below which results in an increased cost to Seller for the continuance of the related Transaction or (y) Section 7(f). (g) If prior to the first day of any Pricing Rate Period with respect to any Transaction, (i) Buyer shall have determined in the exercise of its reasonable business judgment (which determination shall be conclusive and binding upon Seller) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBO Rate for such Pricing Rate Period, or (ii) the LIBO Rate determined or to be determined for such Pricing Rate Period will not adequately and fairly reflect the cost to Buyer (as reasonably determined and certified by Buyer) of making or maintaining Transactions during such Pricing Rate Period, Buyer shall give telecopy or telephonic notice thereof to Seller shallas soon as practicable thereafter. If such notice is given, the Pricing Rate with respect to such Transaction for such Pricing Rate Period, and for any subsequent Pricing Rate Periods until such notice has been withdrawn by Buyer, shall be a per annum rate equal to the Federal Funds Rate plus 125 basis points (1.25%) (the “Alternative Rate”). (h) Notwithstanding any other provision herein, if Seller desires the adoption of or any change in any Requirement of Law or in the interpretation or application thereof shall make it unlawful for Buyer to effect Transactions as contemplated by the Transaction Documents, (a) the commitment of Buyer hereunder to enter into new Transactions and to continue Transactions as such shall forthwith be canceled, and (b) the Transactions then outstanding shall be converted automatically to Alternative Rate Transactions on the last day of the then current Pricing Rate Period or within such earlier period as may be required by law. (i) Upon demand by Buyer, Seller shall indemnify Buyer and hold Buyer harmless from any net loss or expense (not to include any lost profit or opportunity) (including, without limitation, reasonable and documented attorneys’ fees and disbursements) which Buyer may sustain or incur as a consequence of (i) default by the Seller in terminating any Transaction after the Seller has given a notice in accordance with Section 3(d) of a termination of a Transaction, (ii) any payment of the Repurchase Price on any day other than a Remittance Date (including, without limitation, any such reasonable loss or expense arising from the reemployment of funds obtained by Buyer to maintain Transactions hereunder or from fees payable to terminate the deposits from which such funds were obtained) or (iii) a default by Seller in selling Eligible Loans or Eligible Securities to Buyer hereunder after Seller has notified Buyer of a proposed Transaction and Buyer has agreed to purchase such Eligible Loans or Eligible Securities in accordance with the provisions of this Agreement. A certificate as to such costs, losses, damages and expenses, setting forth the calculations therefor shall be submitted promptly by Buyer to Seller and shall be prima facie evidence of the information set forth therein. (j) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof by any Governmental Authority or compliance by Buyer with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority having jurisdiction over Buyer made subsequent to the date hereof: Repurchase Agreement $250MM Facility (i) shall subject Buyer to any tax of any kind whatsoever with respect to the related New Asset upon Transaction Documents, any Purchased Security or Purchased Loan or any Transaction, or change the terms set forth basis of taxation of payments to Buyer in respect thereof (except for income taxes and any changes in the rate of tax on Buyer’s overall net income); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of Buyer which is not otherwise included in the determination of the LIBO Rate hereunder; or (iii) shall impose on Buyer any other condition; and the result of any of the foregoing is to increase the cost to Buyer, by Administrative Agent, on behalf of Buyersan amount which Buyer deems, in the Preliminary Approvalexercise of its reasonable business judgment, deliver to be material, of entering into, continuing or maintaining Transactions or to reduce any amount receivable under the documents set forth below Transaction Documents in respect thereof; then, in any such case, Seller shall promptly pay Buyer, upon its demand, any additional amounts necessary to compensate Buyer for such increased cost or reduced amount receivable. If Buyer becomes entitled to claim any additional amounts pursuant to this Section 3(c3(j), it shall, within ten (10) with respect to each New Asset and related Eligible Property or Properties (Business Days of such event, notify Seller of the event by reason of which it has become so entitled. Such notification as to the extent not already delivered calculation of any additional amounts payable pursuant to this subsection shall be submitted by Buyer to Seller and shall be prima facie evidence of such additional amounts. This obligation of the Seller shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased Securities and Purchased Loans. (k) If Buyer shall have determined that the adoption of or any change in the Preliminary Due Diligence Package any Requirement of Law regarding capital adequacy or in the Supplemental Due Diligence Package) as a condition precedent to a Final Approval and issuance of a Confirmation, all in a manner and/or form satisfactory to Administrative Agent in its sole discretion exercised in good faith and pursuant to documentation satisfactory to Administrative Agent, on behalf of Buyers, in its sole discretion exercised in good faith:interpretatio

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Seller may prior Subject to the terms and conditions set forth in this Agreement (including the Facility Termination DateConditions Precedent and Transaction Conditions Precedent specified in Sections 3(c) and (d) of this Agreement), an agreement to enter into a Transaction shall be made in writing at the initiation of any Seller as provided below; provided, however, that the aggregate of the Repurchase Price for the subject Transaction when added to the Repurchase Prices of all then outstanding Transactions shall not exceed the Facility Amount in effect on the Initial Purchase Date for such Transaction. Any Seller may, from time to time request that Administrative Agenttime, on behalf submit to Buyer a Transaction Request, in the form of ▇▇▇▇▇▇Exhibit VIII attached hereto (the “Transaction Request”), for Buyer’s review and approval in order to enter into a the initial Transaction with respect to one or more New Assets by submitting a Preliminary Due Diligence Package for Administrative Agent, on behalf of Buyers’ review and approval, which approval shall be in the sole discretion of Administrative Agent, as exercised in good faithany Eligible Loan that such Seller proposes to sell to Buyer under this Agreement. Notwithstanding anything to the contrary herein, Administrative Agent, on behalf of Buyers, shall have no obligation to consider for purchase any New Asset if, immediately after the purchase of such New Asset, the Aggregate Repurchase Price would exceed the Facility Amount. Administrative Agent, Buyers and their respective representatives shall have the right to review all New Assets proposed to be sold to Administrative Agent, on behalf of Buyers, in any Transaction and to conduct its own due diligence investigation of such New Assets as Administrative Agent and Buyers determine is necessary in Administrative Agent’s sole discretion exercised in good faith. Notwithstanding any provision to the contrary herein or in any other Transaction Document, Administrative Agent, on behalf of ▇▇▇▇▇▇, shall be entitled to determine, in its sole discretion exercised in good faith, whether a New Asset qualifies as an Eligible Asset or whether to reject any New Asset proposed to be sold to Administrative Agent, on behalf of Buyers, by Seller, and Administrative Agent, on behalf of Buyers, shall have no obligation to enter into any Transactions, which Transactions shall be entered into in the sole discretion of Administrative Agent, on behalf of ▇▇▇▇▇▇, exercised in good faith. (b) Upon Administrative AgentBuyer’s receipt of a Preliminary the Transaction Request and initial Due Diligence Package, Administrative Agent, on behalf of Buyers, Buyer shall have the right endeavor to request a Supplemental Due Diligence Package to evaluate the proposed Transaction. Upon Administrative Agent’s receipt or waiver of such Supplemental Due Diligence Package, Administrative Agent, on behalf of Buyers, shall, in its sole discretion exercised in good faith, within three twenty (320) Business DaysDays and following receipt of internal credit approval, either (i) notify such Seller of its intent to proceed with the TransactionRepurchase Price, together with its determination of the Initial Purchase Price and the Market Value for the related New Asset (such notice, a “Preliminary Approval”) Eligible Loan or (ii) deny such Seller’s requestrequest for a Transaction, in Buyer’s sole and absolute discretion. Administrative AgentBuyer’s failure to respond to such Seller within three twenty (320) Business Days shall be deemed to be a denial of such Seller’s request to enter into the proposed for a Transaction, unless Administrative Agent, on behalf of Buyers, Buyer and such Seller have agreed otherwise in writing. Buyer shall have the right to review each Loan proposed to be sold to Buyer in any initial Transaction with respect thereto, request additional diligence materials and deliveries from the applicable Seller and to conduct its own due diligence investigation of such Loan as Buyer determines in its sole and absolute discretion. Upon receipt of the Due Diligence Package and other required documentation, Buyer shall complete its due diligence review and financial modeling with respect to the Loan proposed to be sold to Buyer by such Seller. Buyer shall be entitled to make a determination, in the exercise of its sole discretion that it shall not purchase any or all of the Loan proposed to be sold to Buyer by any Seller. On the Initial Purchase Date for the Transaction, which shall be not less than three (3) Business Days following the approval of an Eligible Loan by Buyer, the Purchased Loan shall be transferred to Buyer against the transfer of the Initial Purchase Price to the Funding Account. (b) Upon agreeing to enter into an initial Transaction hereunder with respect to an Eligible Loan, provided each of the Facility Conditions Precedent (as hereinafter defined) or Transaction Conditions Precedent (as hereinafter defined), as applicable, shall have been satisfied (or waived by Buyer), Buyer and the applicable Seller shall enter into a written confirmation describing the Purchased Loans that shall be the subject of the proposed Transaction and any additional terms and conditions not inconsistent with this Agreement and in the form of Exhibit I attached hereto of each Transaction (a “Confirmation”). In the absence of execution and delivery by Buyer of such a Confirmation for a proposed Transaction, Buyer shall under no circumstance be deemed to have agreed to enter into such Transaction. The Pricing Rate for such Transaction shall be determined initially on the Pricing Rate Determination Date applicable to the first Pricing Rate Period for such Transaction, and shall be reset on each Pricing Rate Determination Date for the next succeeding Pricing Rate Period for such Transaction. Buyer or its agent shall determine in accordance with the terms of this Agreement the Pricing Rate on each Pricing Rate Determination Date for the related Pricing Rate Period and notify the applicable Seller of such rate for such period on such Pricing Rate Determination Date. Seller and Buyer shall enter into amendments of each Confirmation and/or amended and restated Confirmations after the Initial Purchase Date for any Transaction for any amounts paid by Seller to Buyer to reduce the Repurchase Price for such Transaction or any Subsequent Purchase Price or other advances from Buyer to Seller for such Transaction. (c) Upon Buyer shall not be obligated to enter and consummate any Transaction until the following conditions have been satisfied, or waived by Buyer, on and as of the Closing Date (the “Facility Conditions Precedent”): (i) Buyer shall have obtained internal credit approval to enter into this Agreement and the transactions contemplated hereby; (ii) Sellers shall have delivered (or caused to be delivered) to Buyer this Agreement and the other Transaction Documents duly executed by each Seller Party thereto; (iii) Buyer Agent shall have received the following documents, (a) an official good standing certificate dated a recent date with respect to each Seller and Guarantor, (b) an executed power of attorney of each Seller substantially in the form of Exhibit V attached hereto, (c) such opinions of law from counsel to the Sellers and Guarantor as Buyer may reasonably require, including with respect to corporate matters, enforceability, no consents or approvals required other than those that have been obtained, absence of conflicts with Requirements of Law and organizational documents, perfected security interest in the Purchased Loans and the Equity Interests of Pledgors in the Sellers pledged under the Pledge Agreement by filing of UCC financing statements, perfected security interest in the Cash Management Account, Investment Company Act matters (including the applicability of the ▇▇▇▇▇▇▇ Rule (§619 (12 U.S.C. § 1851) of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act)), the applicability of Bankruptcy Code safe harbors and such other opinions as may be reasonably required by Buyer Agent or Buyer and (d) all other documents and certificates as it may reasonably require; (iv) Buyer Agent shall have received a certificate of a responsible officer of each of the Sellers and Guarantor, certifying such Person’s (i) governing documents, (ii) certificates of formation, limited partnership or articles of incorporation, as applicable and (iii) incumbency; (v) no Requirements of Law shall prohibit or render it unlawful, and no order, judgment or decree of any Governmental Authority shall prohibit, enjoin or render it unlawful, to enter into any Transaction Document, including after giving effect to the consummation thereof; (vi) Buyer and Buyer Agent shall have received payment from Sellers of all fees and expenses then payable under the Fee Letter, this Agreement and the other Transaction Documents, including the reasonable and documented out-of-pocket costs and expenses actually incurred by Buyer (including reasonable legal fees and expenses) in connection with its due diligence and underwriting review of each Eligible Loan approved by Buyer, in each case, in an amount not to exceed the amounts set forth in the Fee Letter; (vii) Buyer Agent shall have provided UCC financing statements to be filed against each Seller in all filing offices reasonably required by Buyer, (i) Buyer Agent has received such searches of UCC filings, tax liens, judgments, pending litigation and other matters relating to the Seller Parties, as Buyer may require, and (ii) the results of such searches are satisfactory to Buyer; (viii) all information, reports, certificates, documents, financial statements, exhibits and schedules (other than projections and information as to general economic or industry condition) prepared by or on behalf of each Seller and concerning a Seller Party or the Mortgaged Properties and, to each Seller’s receipt Knowledge, all of Preliminary Approval the foregoing prepared by third parties, and, in each case, furnished by or on behalf of such Seller Party, to Buyer Agent in connection with the Transaction Documents, when taken as a whole, do not contain any untrue statement of material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case, as of the date provided or specified therein, as applicable; (ix) the Loan Documents with respect to any Transaction closing on the Closing Date, executed copies of which shall have been delivered to Buyer Agent, shall be in full force and effect; provided, however, that if Seller is not the sole lender or administrative agent with respect to a TransactionPurchased Loan, Seller shall, if shall only be required to deliver copies of the principal Loan Documents for such Purchased Loan customarily provided to participant lenders; and (x) each Seller desires shall have satisfied such other conditions as Buyer or Buyer Agent reasonably requires. (d) Buyer shall not be obligated to enter into any initial Transaction or purchase any Eligible Loan for the Initial Purchase Price, until the following additional conditions have been satisfied or waived by Buyer, with respect to each Eligible Loan on or prior to the Initial Purchase Date therefor (the “Transaction Conditions Precedent”): (i) Buyer Agent has received the following documents: (i) a Transaction Request, (ii) a Due Diligence Package, (iii) a Confirmation delivered by the applicable Seller, (iv) the related Payment Direction Letter, and all other documents, certificates, information, financial statements and reports as Buyer or Buyer Agent may reasonably require, provided that same is in Seller’s possession; (ii) Buyer has received copies of all documents in the Loan File required to service the Eligible Loan; (iii) no Default or Event of Default under this Agreement shall have occurred and be continuing as of the Purchase Date for such proposed Transaction or would result from entering into such Transaction; (iv) no Requirements of Law shall prohibit or render it unlawful, and no order, judgment or decree of any Governmental Authority shall prohibit, enjoin or render it unlawful, to enter into any Transaction, including after giving effect to the consummation thereof; (v) Buyer Agent has (1) notified the applicable Seller that it has obtained all necessary internal credit and other approvals for such Transaction and (2) executed and delivered to such Seller the related Confirmation; (1) the aggregate outstanding Repurchase Price of all Transactions (excluding Other Price Components) does not exceed the Facility Amount, (2) the aggregate amount then available to be drawn under all outstanding Letters of Credit does not exceed the LC Sublimit, in each case, after giving effect to such Transaction and (3) the US Dollar equivalent of the aggregate outstanding Repurchase Price of all Transactions (excluding Other Price Components) denominated in a Permitted Currency other than US Dollars does not exceed the Multicurrency Sublimit; (vii) the Purchase Date specified in the Confirmation is at least thirty-three (33) days prior to the Facility Expiration Date then in effect; (viii) the Repurchase Date is not later than the Facility Expiration Date then in effect; (ix) the applicable Seller, Pledgors and Guarantor have satisfied all requirements and conditions and have performed all covenants, duties, obligations and agreements contained in the Transaction Documents to be performed by such Person on or before the related Purchase Date; (x) to the extent any Purchased Loan was not originated by the applicable Seller, all requirements of Section 10(b)(xxiv) have been fulfilled with respect to any such Purchased Loan; (xi) to the extent the related Loan Documents require notice to the Underlying Obligor or other Persons of the pledge of such Purchased Loan to Buyer Agent, Buyer Agent has received evidence that the applicable Seller has given notice to the applicable Persons of Buyer’s interest in such Purchased Loan and otherwise satisfied any other applicable requirements under such pledgee provisions so that Buyer is entitled to the rights and benefits of a pledgee under such pledgee provisions; (A) Buyer Agent has received a copy of any interest rate protection confirmation or agreement and related documents relating to Hedging Transactions to which any Seller is a party entered into with respect to such Purchased Loan, (B) the applicable Seller has collaterally assigned to Buyer all of such Seller’s rights (but none of its obligations) under such interest rate protection agreement or foreign exchange protection agreement, as applicable, and related documents, and (C) no termination event, default or event of default (however defined) exists thereunder; (xiii) the representations and warranties made by the Sellers in any of the Transaction Documents, including those set forth in Exhibit VI hereto, shall be true and correct in all material respects as of the Initial Purchase Date for such Transaction except (A) to the extent that such representations and warranties (x) specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, or (y) are already qualified by materiality, in which case such representations and warranties shall be true and correct in all respects or (B) for any exceptions disclosed in writing to Buyer Agent prior to the Initial Purchase Date and approved by Buyer (which approval shall be evidenced by Buyer’s funding of the related Purchase Price on such Initial Purchase Date); (xiv) Buyer and Buyer Agent have received payment from the applicable Seller of all fees and expenses then payable under the Fee Letter, this Agreement and the other Transaction Documents, including the Underwriting Fee; (xv) the applicable Seller shall have certified to Buyer in writing the acquisition cost of such Purchased Loan (including therein reasonable supporting documentation required by Buyer, if any) not originated by such Seller or any Affiliate of such Seller or Guarantor; and (xvi) there shall not have occurred a Material Adverse Effect with respect to Sellers, Pledgors or Guarantor since the delivery of the most recent audited financial statements of Guarantor delivered pursuant to Section 12(k)(iii); (xvii) with respect to the related New Asset upon first Transaction to be entered into with Seller 3, Buyer shall have received an amended Seller Constitutional Document of Seller 3 providing for the appointment of an Independent Manager, in form and substance satisfactory to Buyer; and (xviii) the applicable Seller shall have satisfied such other conditions as Buyer or Buyer Agent reasonably requires. Any waiver of a Transaction Conditions Precedent by Buyer (whether temporary or permanent) and the terms set forth by Administrative Agent, on behalf of Buyers, thereof will be reflected in the Preliminary Approval, deliver related Confirmation. The applicable Seller shall certify in the documents set forth below Confirmation that all Transaction Conditions Precedent to the related Transaction as specified in this Section 3(c3(d) have been met other than those waived by Buyer as reflected on the related Confirmation. (e) [Reserved]. (f) Each fully executed Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby. In the event of any conflict between the terms of such Confirmation and the terms of this Agreement, the Confirmation shall prevail. Each Seller hereby acknowledges that the obligations of such Seller pursuant to each Transaction hereunder are a recourse obligation of such Seller. (g) Any Seller shall be entitled to terminate a Transaction to which it is a party on demand and repurchase the related Purchased Loan (each, an “Early Repurchase Date”) on any Business Day prior to the Repurchase Date; provided that no Event of Default exists (other than any Event of Default that is being cured by such early repurchase) on such Early Repurchase Date and such Seller: (i) notifies Buyer in writing of its intent to terminate such Transaction and repurchase such Purchased Loan no later than three (3) Business Days prior to such Early Repurchase Date; and (ii) on such Early Repurchase Date pays to Buyer an amount equal to the sum of the Repurchase Price for the Purchased Loan, and any other amounts payable under this Agreement with respect to each New Asset and related Eligible Property such Transaction against transfer to such Seller or Properties (its agent of such Purchased Loan. Any notice delivered under this Section 3(g) may be revoked by the applicable Seller by notice to Buyer on or prior to the extent not already delivered in the Preliminary Due Diligence Package or in the Supplemental Due Diligence Package) as a condition precedent to a Final Approval and issuance of a Confirmation, all in a manner and/or form satisfactory to Administrative Agent in its sole discretion exercised in good faith and pursuant to documentation satisfactory to Administrative Agent, on behalf of Buyers, in its sole discretion exercised in good faith:Early Repurch

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Each Seller may prior to the Facility Termination Daterequest, from time to time request during the Revolving Period, that Administrative Agent, on behalf of ▇▇▇▇▇▇, Buyer enter into a Transaction with respect to one or more New Assets Mortgage Loans proposed to be sold to Buyer by such Seller (or any Purchase Price Increase in connection with any Purchased Loan already subject to a Transaction). Such Seller shall initiate each request by submitting the Purchased Loan Information for each Mortgage Loan (or, to the extent the Transaction involves a Preliminary Due Diligence Package Purchase Price Increase, a request for Administrative a Purchase Price Increase) to the Repo Agent for Repo Agent, on behalf of Buyers’ ’s review and approval, which approval shall be in the Repo Agent’s sole discretion of Administrative Agent, as exercised in good faithand absolute discretion. Notwithstanding anything to the contrary herein, Administrative Agent, on behalf of Buyers, shall have this Agreement is not a commitment by ▇▇▇▇▇ to enter into Transactions with any Seller but rather sets forth the procedures to be used in connection with periodic requests for Buyer to enter into Transactions with each Seller. Each Seller hereby acknowledges that Buyer is under no obligation to consider for agree to enter into, or to enter into, any Transaction, to purchase any New Asset if, immediately after the purchase of such New Asset, the Aggregate Repurchase Mortgage Loan or to fund any Purchase Price would exceed the Facility AmountIncrease pursuant to this Agreement. Administrative Agent, Buyers Buyer and their respective its representatives shall have the right to review all New Assets proposed to be sold to Administrative Agent, on behalf of Buyers, Mortgage Loans in connection with any Transaction and to conduct its own due diligence investigation of such New Assets Mortgage Loans as Administrative Agent and Buyers determine Buyer determines is necessary in Administrative AgentBuyer’s sole discretion exercised in good faithand absolute discretion. Notwithstanding any provision to the contrary herein or in any other Transaction Document, Administrative Agent, on behalf of ▇▇▇▇▇▇, Buyer or Repo Agent shall be entitled to determinemake a determination, in its sole discretion exercised in good faithand absolute discretion, whether a New Asset Mortgage Loan qualifies as an Eligible Asset Loan (based on Buyer’s right to perform due diligence on each Mortgage Loan prior to purchase, such review not to exceed 4 Business Days from the date of such request) or whether to reject any New Asset proposed request to be sold to Administrative Agent, on behalf of Buyers, by Seller, and Administrative Agent, on behalf of Buyers, shall have no obligation purchase such Mortgage Loan or to enter into a Transaction in respect of any Transactions, which Purchase Price Increase relating thereto. The Aggregate Repurchase Price of Purchased Loans subject to outstanding Transactions shall be entered into not at any time exceed the Maximum Facility Amount and, except as Repo Agent and each Buyer may otherwise consent to in writing (email is acceptable), the sole discretion Purchase Price for any Mortgage Loan, shall not, by itself or when combined with all other Purchase Prices paid by Buyer during the thirty (30) days immediately preceding the proposed Purchase Date, exceed 25.0% of Administrative Agent, on behalf of ▇▇▇▇▇▇, exercised in good faiththe Facility Amount. (b) During the Revolving Period, each Seller may request that Buyer enter into a Transaction on the first Business Day of any week by submitting the Purchased Loan Information for each Mortgage Loan (or, to the extent the Transaction involves a Purchase Price Increase, a request for a Purchase Price Increase) to the Repo Agent before 1:30 p.m. (New York City time). Upon Administrative Repo Agent’s receipt of the Purchased Loan Information with respect to a Preliminary Due Diligence PackageMortgage Loan or, Administrative Agentto the extent the Transaction involves a Purchase Price Increase, on behalf of Buyersthe related Purchase Price Increase request, Buyer and Repo Agent shall have the right to request a Supplemental Due Diligence Package to evaluate the proposed Transaction. Upon Administrative Agent’s receipt such Mortgage Loan or waiver of such Supplemental Due Diligence PackagePurchase Price Increase request, Administrative Agent, on behalf of Buyers, shallas applicable, in its sole discretion exercised in good faith, and absolute discretion. Repo Agent shall within three two (32) Business DaysDays (including the day of such receipt), either (i) notify such Seller of its Buyer’s intent to proceed with the Transaction, together with subject to the terms and conditions of this Agreement, and of its determination of with respect to the Purchase Price or Purchase Price Increase, as applicable, and the Market Asset Value for the related New Asset Mortgage Loan (such notice, a “Preliminary Approval”), in which event Buyer shall use commercially reasonable efforts to fund such Transaction within four (4) Business Days of such notice, or (ii) deny deny, in Repo Agent’s sole and absolute discretion, such Seller’s requestrequest for the applicable Transaction. Administrative Repo Agent’s failure to respond to the applicable Seller within three two (32) Business Days shall be deemed to be a denial of such Seller’s request to enter into the proposed Transaction, unless Administrative Agent, on behalf of Buyers, Repo Agent and such Seller have agreed otherwise in writing. (c) Upon Seller’s receipt . For the avoidance of Preliminary Approval with respect to a Transaction, Seller shall, if Seller desires to enter into such Transaction with respect to the related New Asset upon the terms set forth by Administrative Agent, on behalf of Buyersdoubt, in the Preliminary Approval, deliver the documents set forth below in this Section 3(c) with respect no event shall Buyer be required to each New Asset and related Eligible Property or Properties (to the extent not already delivered in the Preliminary Due Diligence Package or in the Supplemental Due Diligence Package) as a condition precedent to a Final Approval and issuance of a Confirmation, all in a manner and/or form satisfactory to Administrative Agent in its sole discretion exercised in good faith and pursuant to documentation satisfactory to Administrative Agent, on behalf of Buyers, in its sole discretion exercised in good faith:purchase Mortgage Loans more than once per calendar week.

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Seller may prior From and after the Closing Date to the Facility Termination date that is one (1) year after the Closing Date, Seller may, from time to time request that Administrative Agent, on behalf of ▇▇▇▇▇▇, Buyer enter into a Transaction with respect to one or more New Assets by submitting a Preliminary Due Diligence Package for Administrative Agent, on behalf of Buyers’ Buyer’s review and approval, which approval shall be in the Buyer’s sole discretion of Administrative Agent, as exercised in good faithdiscretion. Notwithstanding anything to the contrary herein, Administrative Agent, on behalf of Buyers, Buyer shall have no obligation to consider for purchase any New Asset if, immediately after the purchase of such New Asset, the Aggregate Repurchase Price would exceed the Facility Amount. Administrative Agent, Buyers Buyer and their respective its representatives shall have the right to review all New Assets proposed to be sold to Administrative Agent, on behalf of Buyers, Buyer in any Transaction and to conduct its own due diligence investigation of such New Assets as Administrative Agent and Buyers determine Buyer determines is necessary in Administrative AgentBuyer’s sole discretion exercised in good faithdiscretion. Notwithstanding any provision to the contrary herein or in any other Transaction Document, Administrative Agent, on behalf of ▇▇▇▇▇▇, Buyer shall be entitled to determine, in its sole discretion exercised in good faithdiscretion, whether a New Asset qualifies as an Eligible Asset or whether to reject any New Asset proposed to be sold to Administrative Agent, on behalf of Buyers, Buyer by Seller, and Administrative Agent, on behalf of Buyers, shall have no obligation to enter into any Transactions, which Transactions shall be entered into in the sole discretion of Administrative Agent, on behalf of ▇▇▇▇▇▇, exercised in good faith. (b) Upon Administrative AgentBuyer’s receipt of a Preliminary Due Diligence Package, Administrative Agent, on behalf of Buyers, Buyer shall have the right to request a Supplemental Due Diligence Package to evaluate the proposed Transaction. Upon Administrative AgentBuyer’s receipt or waiver of such Supplemental Due Diligence Package, Administrative Agent, on behalf of Buyers, Buyer shall, in its sole discretion exercised in good faithdiscretion, within three five (35) Business Days, either (i) notify Seller of its intent to proceed with the Transaction, Transaction together with its determination of the Purchase Price and the Market Value for the related New Asset (such notice, a “Preliminary Approval”) or (ii) deny Seller’s request. Administrative AgentBuyer’s failure to respond to Seller within three five (35) Business Days shall be deemed to be a denial of Seller’s request to enter into the proposed Transaction, unless Administrative Agent, on behalf of Buyers, Buyer and Seller have agreed otherwise in writing. (c) Upon Seller’s receipt of Preliminary Approval with respect to a Transaction, Seller shall, if Seller desires to enter into such Transaction with respect to the related New Asset upon the terms set forth by Administrative Agent, on behalf of Buyers, Buyer in the Preliminary Approval, deliver the documents set forth below in this Section 3(c) with respect to each New Asset and related Eligible Property or Properties (to the extent not already delivered in the Preliminary Due Diligence Package or in the Supplemental Due Diligence Package) as a condition precedent to a Final Approval and issuance of a Confirmation, all in a manner and/or form satisfactory to Administrative Agent Buyer in its sole discretion exercised in good faith and pursuant to documentation satisfactory to Administrative Agent, on behalf of Buyers, Buyer in its sole discretion exercised in good faithdiscretion:

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Seller may prior On or after the date hereof and subject to the Facility Termination Dateterms and conditions set forth in this Agreement (including, from time without limitation, the "Transaction Conditions Precedent" specified in Section 2(b) of this Agreement), an agreement to time request that Administrative Agent, on behalf of ▇▇▇▇▇▇, enter into a Transaction shall be made in writing at the initiation of Seller as provided below; provided, however, that entering into any Transaction shall be in Buyer's sole and absolute discretion and that the aggregate Outstanding Purchase Price for all Transactions shall not exceed the Maximum Aggregate Purchase Price. Seller shall give Buyer written notice of each proposed Transaction and Buyer shall inform Seller of its determination with respect to one or more New Assets any assets proposed to be sold to Buyer by submitting a Preliminary Due Diligence Package for Administrative Agent, on behalf of Buyers’ review and approval, which approval shall be Seller solely in the sole discretion of Administrative Agent, as exercised in good faithaccordance with Exhibit X attached hereto. Notwithstanding anything to the contrary herein, Administrative Agent, on behalf of Buyers, shall have no obligation to consider for purchase any New Asset if, immediately after the purchase of such New Asset, the Aggregate Repurchase Price would exceed the Facility Amount. Administrative Agent, Buyers and their respective representatives Buyer shall have the right to review all New Eligible Assets proposed to be sold to Administrative Agent, on behalf of Buyers, Buyer in any Transaction and to conduct its own due diligence investigation of such New Eligible Assets as Administrative Agent Buyer determines. The expenses of any such due diligence review shall be paid in accordance with Section 20 of this Agreement. Upon receipt of all Diligence Materials and Buyers determine is necessary in Administrative Agent’s sole discretion exercised in good faith. Notwithstanding any provision other required documentation, Buyer shall complete its due diligence review and financial modeling with respect to the contrary herein or in any other Transaction Document, Administrative Agent, on behalf of ▇▇▇▇▇▇, shall be entitled to determine, in its sole discretion exercised in good faith, whether a New Asset qualifies as an Eligible Asset or whether to reject any New Asset assets proposed to be sold to Administrative AgentBuyer by Seller. Buyer shall be entitled to make a determination, on behalf in the exercise of Buyersits sole discretion, that it shall not purchase any or all of the assets proposed to be sold to Buyer by Seller, and Administrative Agent, on behalf of Buyers, shall have no obligation such determination to enter into any Transactions, be made in accordance with Exhibit X attached hereto. On the Purchase Date for the Transaction which Transactions shall be entered not less than one (1) Business Day following the approval of an Eligible Asset by Buyer in accordance with Exhibit X hereto, the Purchased Assets shall be transferred to Buyer or its agent against the transfer of the Purchase Price in immediately available funds to an account designated by Seller. To the extent Buyer enters into a Transaction with Seller with respect to a Purchased Asset which is an Eligible Asset of the type described in clause (ii) of the sole discretion definition thereof (i.e., such Eligible Asset does not satisfy the characteristics described in clause (i) of Administrative Agentthe definition thereof), on behalf then such asset shall be deemed to be an Eligible Asset for all purposes of ▇▇▇▇▇▇, exercised in good faiththis Agreement. (b) Upon Administrative Agent’s receipt agreeing to enter into a Transaction hereunder, provided each of the Transaction Conditions Precedent (as hereinafter defined) shall have been satisfied (or waived by Buyer), Buyer shall promptly deliver to Seller a written confirmation substantially in the form of Exhibit I attached hereto of each Transaction (a "Confirmation"). In the absence of execution and delivery by Buyer of a Preliminary Due Diligence PackageConfirmation for a proposed Transaction, Administrative AgentBuyer shall under no circumstance be deemed to have agreed to enter into such Transaction. Such Confirmation shall describe the Purchased Asset(s) (and, on behalf of Buyersin this connection, shall have set forth (a) the right name of the counterparty with respect to request the Purchased Asset, (b) a Supplemental Due Diligence Package description (including the date) of the participation agreement or other document, agreement or instrument pursuant to evaluate which the related Purchased Asset is made or governed and (c) the initial or then outstanding principal amount of the related Purchased Asset) which shall be the subject of the proposed Transaction. Upon Administrative Agent’s receipt or waiver of such Supplemental Due Diligence Package, Administrative Agentshall identify Buyer and Seller, on behalf of Buyers, shall, in its sole discretion exercised in good faith, within three (3) Business Days, either and shall set forth (i) the Purchase Date, (ii) the Purchase Price for such Purchased Asset(s), (iii) the Repurchase Date, (iv) the Pricing Rate applicable to the Transaction and (v) any additional terms or conditions not inconsistent with this Agreement. Each Confirmation shall be deemed incorporated herein by reference with the same effect as if set forth herein at length. With respect to any Transaction, the Pricing Rate shall be determined initially on the Pricing Rate Determination Date applicable to the first Pricing Rate Period for such Transaction, and shall be reset on each Reset Date for the next succeeding Pricing Rate Period for such Transaction. Buyer or its agent shall determine the Pricing Rate on each Pricing Rate Determination Date for the related Pricing Rate Period and notify Seller of its intent to proceed with such rate for such period on the TransactionReset Date. For purposes of this Section 2(b), together with its determination of the Purchase Price and the Market Value for the related New Asset (such notice, a “Preliminary Approval”) or (ii) deny Seller’s request. Administrative Agent’s failure to respond to Seller within three (3) Business Days "Transaction Conditions Precedent" shall be deemed to have been satisfied with respect to any proposed Transaction if: (1) no Default or Event of Default under this Agreement shall have occurred and be a denial continuing as of Seller’s request to enter into the Purchase Date for such proposed Transaction; (2) Seller shall have certified to Buyer in writing the acquisition cost of such Purchased Assets (including therein reasonable supporting documentation required by Buyer, unless Administrative Agentif any); (3) the representations, warranties and covenants made by Seller in any of the Transaction Documents shall be true and correct in respect of the Eligible Asset in question in all material respects as of the Purchase Date for such Transaction; (4) Buyer shall have received the Diligence Materials and completed to Buyer's satisfaction its due diligence review and financial modeling with respect to the assets proposed to be sold to Buyer by Seller; (5) Buyer or the Custodian on behalf of BuyersBuyer shall have received the applicable Transaction documents and other documents and opinions specified in Section 6 of this Agreement. The Custodian shall have delivered a trust receipt satisfactory to Buyer no later than 3 p.m. on the Purchase Date; (6) Buyer shall have determined, in accordance with the applicable provisions of Section 2(a) of this Agreement, that the assets proposed to be sold to Buyer by Seller in such Transaction are Eligible Assets; (7) after giving effect to the requested Transaction, the sum of the Outstanding Purchase Prices of the Transactions under this Agreement shall not exceed the Maximum Aggregate Purchase Price; (8) none of the following shall have occurred and be continuing: (i) an event or events shall have occurred resulting in the effective absence of a "securities market" for securities backed by mortgage loans; or (ii) there shall have occurred a material adverse change in the "repo market" or comparable "lending market"; (9) on or prior to the Purchase Date for the initial Transaction hereunder and from time to time thereafter as Buyer shall reasonably request, Seller shall have delivered to Buyer an opinion of Seller's counsel, in form and substance reasonably acceptable to Buyer, addressing the matters set forth at Exhibit XII, items 1 through 7; and (10) if Seller is unable to make the representation set forth in Section 9(b)(xxii)(1) hereof on the Purchase Date for any Transaction, Seller shall have delivered on or prior to the related Purchase Date an opinion of Seller's counsel, in form and substance reasonably acceptable to Buyer, addressing the matters set forth at Exhibit XII, item 8, unless, upon request by Seller to Buyer, Buyer shall have waived such opinion with respect to such transaction (for the avoidance of doubt, failure to provide such opinion or receive a waiver from Buyer shall constitute a representation and warranty by Seller that the statement set forth in Section 9(b)(xxii)(1) hereof is true and correct with respect to such Transaction). Notwithstanding anything to the contrary contained in this Agreement, in no event shall any Transaction hereunder be consummated until such time as Buyer has received all of the following, each in form and substance reasonably satisfactory to Buyer: (i) the fully executed Custodial Agreement and related Trust Receipt; (ii) a Depository Agreement with respect to the Collection Account executed by the Depository; (iii) such legal opinions as Buyer may reasonably require; (iv) a Direction Letter, (v) Seller's organizational documents, to the extent not delivered as of the date hereof, and Seller have agreed otherwise in writing(vi) an executed Servicing Agreement. (c) Upon Seller’s receipt Each Confirmation shall, together with this Agreement, shall be conclusive evidence of Preliminary Approval the terms of the Transaction(s) covered thereby. (d) Seller may, at its option so long as an Event of Default shall not have occurred and be continuing, increase or decrease the Outstanding Purchase Price with respect to any Transaction subsequent to the Purchase Date; provided, however, that (i) any decrease in the Outstanding Purchase Price shall be subject to an Exit Fee in accordance with Section 2(g) below and (ii) such action on the part of Seller shall not be permitted if it would create a TransactionMargin Deficit. (e) Each Transaction entered into between Buyer and Seller shall remain outstanding from the initial Purchase Date until the related Repurchase Date, subject however to the provisions of Section 27(o) hereof. (f) Seller shall be entitled to terminate a Transaction and repurchase any or all of the related Purchased Assets from Buyer on two (2) Business Days' notice on any Business Day prior to the Repurchase Date (an "Early Repurchase Date"). If Seller terminates any Transaction pursuant to the preceding sentence, Seller shallshall pay to Buyer, if in addition to the related Repurchase Price, an amount equal to the Exit Fee on the Early Repurchase Date. Such notice shall set forth the Early Repurchase Date and shall identify with particularity the Purchased Assets to be repurchased on such Early Repurchase Date. Such notice may be withdrawn by Seller desires by written notice of such withdrawal to enter into Buyer not later than one (1) Business Day prior to the designated Early Repurchase Date. (i) No Exit Fee will be payable for the early repurchase of Purchased Assets resulting from (a) the sale of the Purchased Assets to Buyer, or any of its Affiliates, (b) the sale of the Purchased Assets to Buyer, or any of its Affiliates, under a Master Repurchase Agreement, (c) the sale of the Purchased Assets to a securitization vehicle, including a CDO, for which Buyer, or any of its Affiliates, are acting as part of the underwriting group in a lead or co-manager role or for which Buyer maintains, solely or together with another lead manager, the books related to the underwriting of such securitization (conventionally known as a "book runner" or "co-bookrunner") and with respect to which there is no more than one other lead manager, (d) maturity of the Purchased Assets, (e) contractual defaults by either party to the underlying loan documents and agreements, (f) any paydowns, prepayments or defaults on the Purchased Assets, (g) pay offs resulting from a Margin Call or Market Value calculation dispute between Seller and Buyer including, without limitation, for a Margin Call in accordance with Section 13(ix) hereof or (h) Seller's termination of a Transaction in response to a demand by Buyer pursuant to Sections 2(g) or (h) hereof. (ii) Additional Purchased Assets acceptable to Buyer may be substituted and no Exit Fee will be payable in connection with such substitutions. On the Repurchase Date, termination of the Transactions will be effected by transfer to Seller or its agent of the Purchased Asset(s) and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Section 4 of this Agreement) free and clear of all liens, encumbrances, security interests and claims created by Buyer or its Affiliates against the simultaneous transfer in immediately available funds of the Repurchase Price to an account designated by Buyer. Buyer agrees upon receipt of the Repurchase Price to execute and deliver from time to time upon Seller's request, such reassignments and other documentation reasonably requested by Seller to give effect to the forgoing transfers. (g) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof by any Governmental Authority or compliance by Buyer with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority having jurisdiction over Buyer made subsequent to the date hereof: (i) shall subject Buyer to any tax of any kind whatsoever with respect to the related New Transaction Documents, any Purchased Asset upon or any Transaction, or change the terms set forth basis of taxation of payments to Buyer in respect thereof (except for any taxes on Buyer's overall net income); or (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of Buyer which is not otherwise included in the determination of the LIBOR hereunder; and the result of any of the foregoing is to increase the cost to Buyer, by Administrative Agentan amount which Buyer deems to be material, on behalf of Buyersentering into, continuing or maintaining Transactions or to reduce any amount receivable under the Transaction Documents in respect thereof; then, in the Preliminary Approvalany such case, deliver the documents set forth below in Seller shall promptly pay Buyer, upon its demand, any additional amounts necessary to compensate Buyer for such increased cost or reduced amount receivable which is actually incurred by Buyer. If Buyer becomes entitled to claim any additional amounts pursuant to this Section 3(c) 2(g), it shall promptly notify Seller of the event by reason of which it has become so entitled. In the event that Seller elects to terminate a Transaction in response to a demand by Buyer pursuant to this Section 2(g), no Exit Fee with respect to each New Asset and related Eligible Property or Properties (such termination shall be due by Seller. A certificate as to the extent not already delivered calculation of any additional amounts payable pursuant to this subsection shall be submitted by Buyer to Seller and shall be conclusive and binding upon Seller in the Preliminary Due Diligence Package absence of manifest error. This covenant shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased Assets. (h) If Buyer shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the Supplemental Due Diligence Packageinterpretation or application thereof or compliance by Buyer or any corporation Controlling Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof does or shall have the effect of reducing the rate of return on Buyer's or such corporation's capital as a condition precedent consequence of its obligations hereunder to a Final Approval and issuance level below that which Buyer or such corporation could have achieved but for such adoption, change or compliance (taking into consideration Buyer's or such corporation's policies with respect to capital adequacy) by an amount deemed by Buyer to be material, then from time to time, after submission by Buyer to Seller of a Confirmationwritten request therefor, Seller shall pay to Buyer such additional amount or amounts as will compensate Buyer for such reduction which is actually incurred by Buyer. A certificate as to the calculation of any additional amounts payable pursuant to this subsection shall be submitted by Buyer to Seller and shall be conclusive and binding upon Seller in the absence of manifest error. This covenant shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased Assets. (i) Any provision hereof to the contrary notwithstanding other than the limitations set forth in a manner and/or form satisfactory Section 20 hereof, Seller shall pay all reasonable fees and expenses of Buyer (including all reasonable legal fees) associated with the purchase of any Eligible Asset under this Agreement and shall pay the fees and expenses of counsel to Administrative Agent Buyer in its connection with the preparation and execution of this Agreement and all other Transaction Documents. (j) Any provision hereof to the contrary notwithstanding, Transactions entered into hereunder shall be at the sole discretion exercised in good faith of Buyer. Buyer is not required to enter into any Transaction and pursuant to documentation satisfactory to Administrative Agent, on behalf of BuyersBuyer may, in its sole discretion exercised discretion, reject for inclusion in good faith:any Transaction any Eligible Assets offered for sale hereunder by Seller.

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Seller may prior to the Facility Termination Date, from time to time request that Administrative Agent, on behalf of ▇▇▇▇▇▇, Buyer enter into a Transaction with respect to one or more New Assets by submitting a Preliminary Due Diligence Package for Administrative Agent, on behalf of Buyers’ Buyer’s review and approval, which approval shall be in the Buyer’s sole discretion of Administrative Agent, as exercised in good faithdiscretion. Notwithstanding anything to the contrary herein, Administrative Agent, on behalf of Buyers, Buyer shall have no obligation to consider for purchase any New Asset if, immediately after the purchase of such New Asset, the Aggregate Repurchase Price would exceed the Facility Amount. Administrative Agent, Buyers Buyer and their respective its representatives shall have the right to review all New Assets proposed to be sold to Administrative Agent, on behalf of Buyers, Buyer in any Transaction and to conduct its own due diligence investigation of such New Assets as Administrative Agent and Buyers determine Buyer determines is necessary in Administrative AgentBuyer’s sole discretion exercised in good faithdiscretion. Notwithstanding any provision to the contrary herein or in any other Transaction Document, Administrative Agent, on behalf of ▇▇▇▇▇▇, Buyer shall be entitled to determine, in its sole discretion exercised in good faithdiscretion, whether a New Asset qualifies as an Eligible Asset or whether to reject any New Asset proposed to be sold to Administrative Agent, on behalf of Buyers, Buyer by Seller, and Administrative Agent, on behalf of Buyers, shall have no obligation to enter into any Transactions, which Transactions shall be entered into in the sole discretion of Administrative Agent, on behalf of ▇▇▇▇▇▇, exercised in good faith. (b) Upon Administrative AgentBuyer’s receipt of a Preliminary Due Diligence Package, Administrative Agent, on behalf of Buyers, Buyer shall have the right to request a Supplemental Due Diligence Package to evaluate the proposed Transaction. Upon Administrative AgentBuyer’s receipt or waiver of such Supplemental Due Diligence Package, Administrative Agent, on behalf of Buyers, Buyer shall, in its sole discretion exercised in good faithdiscretion, within three five (35) Business Days, either (i) notify Seller of its intent to proceed with the Transaction, Transaction together with its determination of the Purchase Price and the Market Value for the related New Asset (such notice, a “Preliminary Approval”) or (ii) deny Seller’s request. Administrative AgentBuyer’s failure to respond to Seller within three five (35) Business Days shall be deemed to be a denial of Seller’s request to enter into the proposed Transaction, unless Administrative Agent, on behalf of Buyers, Buyer and Seller have agreed otherwise in writing. (c) Upon Seller’s receipt of Preliminary Approval with respect to a Transaction, Seller shall, if Seller desires to enter into such Transaction with respect to the related New Asset upon the terms set forth by Administrative Agent, on behalf of Buyers, Buyer in the Preliminary Approval, deliver the documents set forth below in this Section 3(c) with respect to each New Asset and related Eligible Property or Properties (to the extent not already delivered in the Preliminary Due Diligence Package or in the Supplemental Due Diligence Package) as a condition precedent to a Final Approval and issuance of a Confirmation, all in a manner and/or form satisfactory to Administrative Agent Buyer in its sole discretion exercised in good faith and pursuant to documentation satisfactory to Administrative Agent, on behalf of Buyers, Buyer in its sole discretion exercised in good faithdiscretion:

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Seller may prior Subject to the terms and conditions set forth in this Agreement (including, without limitation, the “Transaction Conditions Precedent” specified in Section 3(b) of this Agreement), an agreement to enter into a Transaction shall be made in writing at the initiation of Seller as provided below; provided, however, that (i) the aggregate outstanding Purchase Price at any time for all Transactions shall not exceed the Facility Termination DateAmount, (ii) Buyer shall not have any obligation to enter into Transactions with Seller after the occurrence and during the continuance of a Default or an Event of Default or after the Facility Availability Period and (iii) this Agreement is not a commitment to enter into Transactions but rather sets forth the procedures to be used in connection with periodic requests to enter into Transactions and Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement. Seller may, from time to time request that Administrative Agenttime, on behalf submit to Buyer a Transaction Request, in the form of ▇▇▇▇▇▇Exhibit VIII attached hereto, for Buyer’s review and approval in order to enter into a Transaction with respect to one or more New Assets by submitting any Eligible Loan that Seller proposes to be included as Collateral under this Agreement. Upon Buyer’s receipt of a Preliminary complete Due Diligence Package for Administrative AgentPackage, on behalf of Buyers’ review and approval, which approval shall be in the sole discretion of Administrative Agent, as exercised in good faith. Notwithstanding anything to the contrary herein, Administrative Agent, on behalf of Buyers, shall have no obligation to consider for purchase any New Asset if, immediately after the purchase of such New Asset, the Aggregate Repurchase Price would exceed the Facility Amount. Administrative Agent, Buyers and their respective representatives Buyer shall have the right to review all New Assets proposed to be sold to Administrative Agent, on behalf of Buyersrequest, in any Transaction Buyer’s good faith business judgment, additional diligence materials and deliveries with respect to conduct its own due diligence investigation the applicable Eligible Loan, to the extent necessary for Buyer’s underwriting of such New Assets as Administrative Agent and Buyers determine is necessary in Administrative Agent’s sole discretion exercised in good faithEligible Loan. Notwithstanding any provision to the contrary herein or in any other Transaction Document, Administrative Agent, on behalf of ▇▇▇▇▇▇, shall be entitled to determine, in its sole discretion exercised in good faith, whether a New Asset qualifies as an Eligible Asset or whether to reject any New Asset proposed to be sold to Administrative Agent, on behalf of Buyers, by Seller, and Administrative Agent, on behalf of Buyers, shall have no obligation to enter into any Transactions, which Transactions shall be entered into in the sole discretion of Administrative Agent, on behalf of ▇▇▇▇▇▇, exercised in good faith. (b) Upon Administrative AgentBuyer’s receipt of a Preliminary Due Diligence Packagethe Transaction Request, Administrative Agent, on behalf of Buyers, shall have the right to request a Supplemental Due Diligence Package and additional diligence materials, Buyer shall use commercially reasonable efforts to evaluate the proposed Transaction. Upon Administrative Agent’s receipt or waiver of such Supplemental Due Diligence Package, Administrative Agent, on behalf of Buyers, shall, in its sole discretion exercised in good faith, within three ten (310) Business DaysDays and following receipt of internal credit approval, either (i) notify Seller of its intent to proceed with the Transaction, together with its determination of the Purchase Price and the Market Value for the related New Asset (such notice, a “Preliminary Approval”) Eligible Loan or (ii) deny Seller’s requestrequest for a Transaction. Administrative AgentBuyer’s failure to respond to Seller within three ten (310) Business Days shall be deemed to be a denial of Seller’s request to enter into the proposed for a Transaction, unless Administrative Agent, on behalf of Buyers, Buyer and Seller have agreed otherwise in writing. (c) Upon Seller’s receipt . Buyer shall have the right to review all Eligible Loans proposed to be sold to Buyer in any Transaction and to conduct its own due diligence investigation of Preliminary Approval with respect such Eligible Loans as Buyer reasonably determines. Buyer shall be entitled to make a Transaction, Seller shall, if Seller desires to enter into such Transaction with respect to the related New Asset upon the terms set forth by Administrative Agent, on behalf of Buyers, in the Preliminary Approval, deliver the documents set forth below in this Section 3(c) with respect to each New Asset and related Eligible Property or Properties (to the extent not already delivered in the Preliminary Due Diligence Package or in the Supplemental Due Diligence Package) as a condition precedent to a Final Approval and issuance of a Confirmation, all in a manner and/or form satisfactory to Administrative Agent in its sole discretion exercised in good faith and pursuant to documentation satisfactory to Administrative Agent, on behalf of Buyersdetermination, in its sole discretion exercised discretion, that it shall or shall not purchase any or all of the Eligible Loans proposed to be sold to Buyer by Seller. On the Purchase Date for the Transaction which shall be on a date mutually agreed upon by Buyer and Seller following the approval of an Eligible Loan by Buyer, the Purchased Loan shall be transferred to Buyer against the transfer of the Purchase Price to an account of Seller. Notwithstanding anything to the contrary in good faiththis Agreement, Seller shall have the right to revoke its request for a Transaction at any time up to the Business Day prior to the proposed Purchase Date for such Transaction which Purchase Date was mutually agreed upon by Buyer and Seller. (b) Upon agreeing to enter into a Transaction hereunder, provided each of the Transaction Conditions Precedent shall have been satisfied (or waived by Buyer), Buyer shall promptly deliver to Seller a written confirmation in the form of Exhibit I attached hereto of each Transaction (a “Confirmation”). Such Confirmation shall describe the Purchased Loans, shall identify Buyer and Seller, and shall set forth: (i) the Purchase Date, (ii) the Purchase Price Percentage and the Purchase Price for such Purchased Loan, (iii) the Repurchase Date, (iv) the Pricing Rate, and (v) any additional terms or conditions not inconsistent with this Agreement.

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Seller may On or after the Initial Purchase Date and prior to the Facility Termination DateRepurchase Date and subject to the terms and conditions set forth in this Agreement (including, from time without limitation, the "Transaction Conditions Precedent" specified in Section 3(b) of this Agreement), an agreement to time request that Administrative Agent, on behalf of ▇▇▇▇▇▇, enter into a Transaction shall be made in writing at the initiation of Seller as provided below; provided, however, that the aggregate Repurchase Price (excluding the Price Differential with respect to one or more New Assets by submitting a Preliminary Due Diligence Package the Purchased Loans as of the date of determination) for Administrative Agent, on behalf of Buyers’ review and approval, which approval all Transactions shall be in the sole discretion of Administrative Agent, as exercised in good faith. Notwithstanding anything to the contrary herein, Administrative Agent, on behalf of Buyers, shall have no obligation to consider for purchase any New Asset if, immediately after the purchase of such New Asset, the Aggregate Repurchase Price would not exceed the Facility AmountMaximum Aggregate Purchase Price. Administrative Agent, Buyers Seller shall give Buyer written notice of each proposed Transaction and their respective representatives Buyer shall inform Seller of its determination with respect to any assets proposed to be sold to Buyer by Seller solely in accordance with Exhibit VIII attached hereto. Buyer shall have the right to review all New Assets Eligible Loans proposed to be sold to Administrative Agent, on behalf of Buyers, Buyer in any Transaction and to conduct its own due diligence investigation of such New Assets Eligible Loans as Administrative Agent Buyer determines. Upon receipt of all Diligence Materials and Buyers determine is necessary in Administrative Agent’s sole discretion exercised in good faith. Notwithstanding any provision other reasonably required documentation, Buyer shall complete its due diligence review and financial modeling with respect to the contrary herein or in any other Transaction Document, Administrative Agent, on behalf of ▇▇▇▇▇▇, shall be entitled to determine, in its sole discretion exercised in good faith, whether a New Asset qualifies as an Eligible Asset or whether to reject any New Asset assets proposed to be sold to Administrative Agent, on behalf of Buyers, Buyer by Seller, and Administrative Agent, on behalf of Buyers, shall have no obligation to enter into any Transactions, which Transactions . Buyer shall be entered into entitled to make a determination, in the exercise of its sole discretion discretion, that it shall not purchase any or all of Administrative Agentthe assets proposed to be sold to Buyer by Seller and Buyer's failure to make such a determination shall constitute a refusal to purchase the Eligible Loan(s). On the Purchase Date for the Transaction which shall be not less than three (3) Business Days following the approval of an Eligible Loan by Buyer in accordance with Exhibit VIII hereto, on behalf the Purchased Loans shall be transferred to Buyer or its agent against the transfer of ▇▇▇▇▇▇the Purchase Price in immediately available funds to an account designated by Seller. To the extent Buyer enters into a Transaction with Seller with respect to a Purchased Loan which is an Eligible Loan of the type described in clause (iv) of the definition thereof (i.e., exercised such Eligible Loan does not satisfy the characteristics described in good faithclauses (i)-(iii) of the definition thereof), then such loan shall be deemed to be an Eligible Loan for all purposes of this Agreement. (b) Upon Administrative Agent’s receipt agreeing to enter into a Transaction hereunder, provided each of the Transaction Conditions Precedent (as hereinafter defined) shall have been satisfied (or waived by Buyer), Buyer shall promptly deliver to Seller a written confirmation substantially in the form of Exhibit I attached hereto of each Transaction (a "Confirmation"). In the absence of execution and delivery by Buyer of a Preliminary Due Confirmation for a proposed Transaction, Buyer shall under no circumstance be deemed to have agreed to enter into such Transaction. Such Confirmation shall describe the Purchased Loan(s) which shall be the subject of the proposed Transaction, shall identify Buyer and Seller, and shall set forth (i) the Purchase Date, (ii) the Purchase Price for such Purchased Loan(s), (iii) the Repurchase Date, (iv) the Pricing Rate applicable to the Transaction and (v) any additional terms or conditions not inconsistent with this Agreement. With respect to any Transaction, the Pricing Rate shall be determined initially on the Pricing Rate Determination Date applicable to the first Pricing Rate Period for such Transaction, and shall be reset on each Reset Date for the next succeeding Pricing Rate Period for such Transaction. Buyer or its agent shall determine in accordance with the terms of this Agreement the Pricing Rate on each Pricing Rate Determination Date for the related Pricing Rate Period and notify Seller of such rate for such period on the Reset Date. For purposes of this Section 3(b), the "Transaction Conditions Precedent" shall be deemed to have been satisfied with respect to any proposed Transaction if: (1) no Default or Event of Default under this Agreement shall have occurred and be continuing as of the Purchase Date for such proposed Transaction; (2) the representations and warranties made by Seller in any of the Transaction Documents shall be true and correct in all material respects as of the Purchase Date for such Transaction; (3) Buyer shall have received the Diligence Package, Administrative Agent, Materials and completed to Buyer's satisfaction its due diligence review and financial modeling with respect to the assets proposed to be sold to Buyer by Seller; (4) Buyer or the Custodian on behalf of BuyersBuyer shall have received the applicable Transaction Documents and other documents and opinions specified in Section 7 of this Agreement. The Custodian shall have delivered a Trust Receipt satisfactory to Buyer no later than 4:00 p.m. on the Purchase Date; (5) Buyer shall have determined, in accordance with the applicable provisions of Section 3(a) of this Agreement, that the assets proposed to be sold to Buyer by Seller in such Transaction are Eligible Loans; (6) none of the following shall have occurred and/or be continuing: (i) an event or events shall have occurred resulting in the effective absence of a "repo market" or comparable "lending market" for financing mortgage securities or mortgage loans or an event or events shall have occurred resulting in Buyer not being able to finance any Transactions through the "repo market" or "lending market" with traditional counterparties at rates which would have been reasonable prior to the occurrence of such event or events; or (ii) an event or events shall have occurred resulting in the effective absence of a "securities market" for securities backed by mortgage loans or an event or events shall have occurred resulting in Buyer not being able to sell securities backed by mortgage loans at prices which would have been reasonable prior to such event or events; or (iii) there shall have occurred a material adverse change in the "repo market" or comparable "lending market" or in the financial condition of Buyer which effects (or can reasonably be expected to effect) materially and adversely the ability of Buyer to fund its obligations under this Agreement; (7) the purchase by Buyer from Seller of the Purchased Loans shall be completed prior to the Repurchase Date and the aggregate of the Purchase Prices for all Transaction shall not exceed the Maximum Aggregate Purchase Price; and (8) With respect to the initial Transaction and as otherwise required by Buyer in connection with any subsequent Transaction, Seller shall have delivered to Buyer a due authorization, execution and enforceability opinion of Seller's counsel, in such form reasonably acceptable to Buyer, including an opinion that Buyer has a perfected security interest in such collateral as is subject to such Transaction, prior to any other claim or interest, subject to reasonable and customary exceptions, qualifications and assumptions. Notwithstanding anything to the contrary contained in this Agreement, in no event shall any Transaction hereunder be consummated until such time as Buyer has received all of the following, each in form and substance reasonably satisfactory to Buyer: (i) the fully executed Custodial Agreement and related Trust Receipt; (ii) a Depository Agreement with respect to the Collection Account executed by the Depository; (iii) such legal opinions as Buyer may reasonably require; and (iv) Seller's organizational documents to the extent not delivered as of the date hereof. (c) Each Confirmation, together with this Agreement, shall have be conclusive evidence of the right terms of the Transaction(s) covered thereby unless objected to request a Supplemental Due Diligence Package in writing by Seller no more than two (2) Business Days after the date such Confirmation is received by Seller. An objection sent by Seller with respect to evaluate any Confirmation must state specifically that the proposed Transaction. Upon Administrative Agent’s receipt or waiver writing is an objection, must specify the provision(s) of such Supplemental Due Diligence PackageConfirmation being objected to by Seller, Administrative Agentmust set forth such provision(s) in the manner that Seller believes such provisions should be stated, and must be received by Buyer no more than two (2) Business Days after such Confirmation is received by Seller. Seller shall execute a written acceptance accepting each Confirmation not objected to by Seller within the aforementioned two (2) Business Day period and prior to the Purchase Date. (d) Each Transaction entered into between Buyer and Seller shall remain outstanding from the initial Purchase Date until February 12, 2006. (e) Seller shall be entitled to terminate a Transaction and repurchase any or all of the Purchased Loans from Buyer on behalf of Buyers, shall, in its sole discretion exercised in good faith, within three (3) Business Days, either (i) notify Seller of its intent to proceed with the Transaction, together with its determination of the Purchase Price and the Market Value for the related New Asset (such notice, a “Preliminary Approval”) or (ii) deny Seller’s request. Administrative Agent’s failure to respond to Seller within three (3) ' notice on any Business Days shall be deemed to be a denial of Seller’s request to enter into the proposed Transaction, unless Administrative Agent, on behalf of Buyers, and Seller have agreed otherwise in writing. (c) Upon Seller’s receipt of Preliminary Approval with respect to a Transaction, Seller shall, if Seller desires to enter into such Transaction with respect Day prior to the related New Asset upon the terms set forth by Administrative Agent, on behalf of Buyers, in the Preliminary Approval, deliver the documents set forth below in this Section 3(c) with respect to each New Asset and related Eligible Property or Properties Repurchase Date (to the extent not already delivered in the Preliminary Due Diligence Package or in the Supplemental Due Diligence Package) as a condition precedent to a Final Approval and issuance of a Confirmation, all in a manner and/or form satisfactory to Administrative Agent in its sole discretion exercised in good faith and pursuant to documentation satisfactory to Administrative Agent, on behalf of Buyers, in its sole discretion exercised in good faith:an "Early Repurchase Date").

INITIATION; CONFIRMATION; TERMINATION; FEES. Paragraph 3 of the Master Repurchase Agreement (“Initiation; Confirmation; Termination”) is hereby deleted in its entirety and replaced by the following provisions of this Section 3: (a) Seller may may, from time to time, prior to the Facility Termination Date, from time to time request that Administrative Agent, on behalf of ▇▇▇▇▇▇, Buyer enter into a Transaction with respect to one or more New Assets Loans. Seller shall initiate each request by submitting a Preliminary Due Diligence Package for Administrative Agent, on behalf of Buyers’ Buyer’s review and approval, which approval shall be in the sole discretion of Administrative Agent, as exercised in good faith. Notwithstanding anything to the contrary herein, Administrative Agent, on behalf of Buyers, Buyer shall have no obligation to consider for purchase any New Asset Loan if, immediately after the purchase of such New AssetLoan, the Aggregate aggregate Repurchase Price would exceed (including such New Loan and excluding the Price Differential with respect to the Purchased Loans as of the date of determination) exceeds the Facility Amount. Administrative Agent, Buyers and their respective representatives Buyer shall have the right to review all New Assets Loans proposed to be sold to Administrative Agent, on behalf of Buyers, Buyer in any Transaction and to conduct its own due diligence investigation of such New Assets Loans as Administrative Agent and Buyers determine Buyer determines is necessary in Administrative Agent’s sole discretion exercised in good faithreasonably necessary. Seller agrees to reimburse Buyer promptly for its Diligence Fees upon request for payment or reimbursement thereof. Notwithstanding any provision to the contrary herein or in any other Transaction Document, Administrative Agent, on behalf of ▇▇▇▇▇▇, Buyer shall be entitled to determinemake a determination, in its sole discretion exercised in good faithand absolute discretion, whether a New Asset Loan qualifies as an Eligible Asset Loan or whether to reject any or all of the New Asset Loans proposed to be sold to Administrative Agent, on behalf of Buyers, Buyer by Seller, and Administrative Agent, on behalf of Buyers, shall have no obligation to enter into any Transactions, which Transactions shall be entered into in the sole discretion of Administrative Agent, on behalf of ▇▇▇▇▇▇, exercised in good faith. (b) Upon Administrative AgentBuyer’s receipt of a Preliminary Due Diligence PackagePackage with respect to a New Loan, Administrative Agent, on behalf of Buyers, Buyer shall have the right right, within two (2) Business Days, to request a Supplemental Due Diligence Package to evaluate the proposed Transactionsuch New Loan. Upon Administrative AgentBuyer’s receipt or waiver of such Supplemental Due Diligence PackagePackage or Buyer’s waiver thereof, Administrative Agent, on behalf of Buyers, shall, in its sole discretion exercised in good faith, Buyer shall within three (3) Business Days, Days either (i) notify Seller of its Buyer’s intent to proceed with the Transaction, together with Transaction and of its determination of with respect to the Purchase Price and the Market Value for the related New Asset Loans (such notice, a “Preliminary Approval”) or (ii) deny deny, in Buyer’s sole and absolute discretion, Seller’s requestrequest for the applicable Transaction. Administrative AgentBuyer’s failure to respond to Seller within three (3) Business Days Days, as applicable, shall be deemed to be a denial of Seller’s request to enter into the proposed Transaction, unless Administrative Agent, on behalf of Buyers, Buyer and Seller have agreed otherwise in writing. (c) Upon Seller’s receipt of Buyer’s Preliminary Approval with respect to a Transaction, Seller shall, if Seller desires to enter into such Transaction with respect to the related New Asset Loans upon the terms set forth by Administrative Agent, on behalf of Buyers, Buyer in the its Preliminary Approval, deliver the documents set forth below in this Section 3(c) with respect to each New Asset Loan and related Eligible Property or Properties (to the extent not already delivered in the Preliminary Due Diligence Package or in the Supplemental Due Diligence Package) as a condition precedent to a Buyer’s Final Approval and issuance of a Confirmation, all in a manner and/or form reasonably satisfactory to Administrative Agent in its sole discretion exercised in good faith Buyer and pursuant to documentation reasonably satisfactory to Administrative Agent, on behalf of Buyers, in its sole discretion exercised in good faithBuyer:

INITIATION; CONFIRMATION; TERMINATION; FEES. The provisions of Paragraph 3 of the Agreement are hereby modified and superseded in their respective entireties by the following provisions of this Section 3: (a) Seller may prior Subject to the Facility Termination Dateterms and conditions set forth in the Agreement (including, without limitation, the "Transaction Conditions Precedent" specified in Section 3(b) of this Annex I) the Buyer shall from time to time request that Administrative Agententer into Transactions with the Seller on any Business Day from and including the date of the Agreement to but excluding the three year anniversary date of the date of the Agreement and pursuant to any such Transaction, on behalf of ▇▇▇▇▇▇Seller shall be entitled to sell, repurchase and re-sell any assets in accordance with this Agreement. An agreement to enter into a Transaction shall be made in writing at the initiation of Seller as provided below; provided, however, that the aggregate Repurchase Price (excluding the Price Differential with respect to one or more New Assets by submitting a Preliminary Due Diligence Package the Purchased Securities and Purchased Loans as of the date of determination) for Administrative Agent, on behalf of Buyers’ review and approval, which approval all Transactions shall be in the sole discretion of Administrative Agent, as exercised in good faith. Notwithstanding anything to the contrary herein, Administrative Agent, on behalf of Buyers, shall have no obligation to consider for purchase any New Asset if, immediately after the purchase of such New Asset, the Aggregate Repurchase Price would not exceed the Facility Amount. Administrative Agent, Buyers Seller shall give Buyer written notice of each proposed Transaction and their respective representatives Buyer shall inform Seller of its determination with respect to any assets proposed to be sold to Buyer by Seller solely in accordance with Exhibit VIII attached hereto. Buyer shall have the right to review all New Assets Eligible Loans and Eligible Securities proposed to be sold to Administrative Agent, on behalf of Buyers, Buyer in any Transaction and to conduct its own due diligence investigation of such New Assets Eligible Loans and Eligible Securities as Administrative Agent and Buyers determine is necessary in Administrative Agent’s sole discretion exercised in good faithBuyer reasonably determines. Notwithstanding any provision to the contrary herein or in any other Transaction Document, Administrative Agent, on behalf of ▇▇▇▇▇▇, Buyer shall be entitled to determinemake a determination, in the exercise of its sole discretion exercised in good faithfaith business judgment, whether a New Asset qualifies as an Eligible Asset that it shall not purchase any or whether to reject any New Asset all of the assets proposed to be sold to Administrative Agent, on behalf of Buyers, Buyer by Seller. On the Purchase Date for the Transaction which shall be not less than three (3) Business Days following the approval of an Eligible Loan or an Eligible Security by the Buyer in accordance with Exhibit VIII hereto, the Purchased Securities or Purchased Loans shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. With respect to a Transaction involving an Eligible Loan or Eligible Security to be purchased by Buyer in a currency other than United States Dollars, Seller shall give Buyer irrevocable notice of sale of such Eligible Loan or Eligible Security at least one (1) Business Day in advance of the related Purchase Date; provided further, that, if Seller does not complete such Transaction on the Purchase Date set forth in such irrevocable notice, Seller shall pay Buyer any amounts, if any, as may be required pursuant to Section 3(i) hereof. Any proposal by Seller for Transactions relating to Eligible Loans or Eligible Securities denominated in United Kingdom Sterling or for which the related Mortgaged Property is located in England, Wales, Northern Ireland or Scotland shall be governed by the English Loan Supplement which supersedes this Annex I; provided, that any Eligible Loans for which the related Mortgaged Property is located in England, Wales, Northern Ireland or Scotland and Administrative Agent, on behalf which are described in clauses (iii)(y) and (iv)(y) of Buyers, shall have no obligation the definition of Eligible Loans to enter into any Transactions, which Transactions shall be entered into by Seller and Buyer must be approved by Buyer in its sole discretion and consent and subject to applicable terms and conditions set forth at such time. From time to time, Seller may propose to Buyer that Buyer and Seller enter into Transactions involving Eligible Loans or Eligible Securities denominated in a currency other than United States Dollars or United Kingdom Sterling or for which the related Mortgaged Property is located outside of the United States or England, Wales, Scotland or Northern Ireland. Any proposal by Seller for Transactions relating to Eligible Loans or Eligible Securities denominated in a currency other than United States Dollars or United Kingdom Sterling or for which the related Mortgaged Property is located outside of the United States or England, Wales, Northern Ireland or Scotland may be entered into by Seller and Buyer at Buyer's sole discretion and consent and subject to applicable terms and conditions set forth at such time. All outstanding and/or proposed Transactions denominated in a currency other than United States Dollars shall be converted to United States Dollars on each Purchase Date (or, on the relevant Purchase Date with respect to proposed Transactions) or on any other date in relation to which a determination is required to give effect to the Repurchase Agreement, in each case on the basis of the spot rate for the sale of such other currency against the purchase of United States Dollars in the sole discretion [London foreign exchange market] quoted by any leading international bank selected by the Buyer on the first date immediately preceding the date of Administrative Agent, calculation on behalf of ▇▇▇▇▇▇, exercised which commercial banks and foreign exchange markets are open for business in good faithLondon. (b) Upon Administrative Agent’s receipt agreeing to enter into a Transaction hereunder, provided each of a Preliminary Due Diligence Package, Administrative Agent, on behalf of Buyers, the Transaction Conditions Precedent (as hereinafter defined) shall have the right to request a Supplemental Due Diligence Package to evaluate the proposed Transaction. Upon Administrative Agent’s receipt been satisfied (or waiver of such Supplemental Due Diligence Packagewaived by Buyer), Administrative Agent, on behalf of Buyers, shall, Buyer shall promptly (and in its sole discretion exercised in good faith, any event within three five (35) Business Days) deliver to Seller a written confirmation in the form of Exhibit I attached hereto of each Transaction (a "Confirmation"). Unless otherwise agreed by the parties, either Buyer shall deliver a separate Confirmation with respect to each Purchased Loan or Purchased Security which is the subject of a Transaction. Such Confirmation shall describe the Purchased Securities (including CUSIP number, if any) and/or Purchased Loans, shall identify Buyer and Seller, and shall set forth: (i) the Purchase Date, (ii) the Purchase Price for such Purchased Securities and/or Purchased Loans, (iii) the Repurchase Date, (iv) the Pricing Rate applicable to the Transaction (including the Applicable Spread) (v) the acquisition cost; and (vi) and any additional terms or conditions not inconsistent with the Agreement. With respect to any Transaction, the Pricing Rate shall be determined initially on the Pricing Rate Determination Date applicable to the first Pricing Rate Period for such Transaction, and shall be reset on each Reset Date for the next two succeeding Pricing Rate Periods for such Transaction. Buyer or its agent shall determine in accordance with the terms of this Agreement the Pricing Rate on each Pricing Rate Determination Date for the next succeeding two Pricing Rate Periods and notify Seller of its intent to proceed with such rate for such periods on the TransactionReset Date. For purposes of this Section 3(b), together with its determination of the Purchase Price and the Market Value for the related New Asset (such notice, a “Preliminary Approval”) or (ii) deny Seller’s request. Administrative Agent’s failure to respond to Seller within three (3) Business Days "Transaction Conditions Precedent" shall be deemed to be a denial of Seller’s request to enter into the proposed Transaction, unless Administrative Agent, on behalf of Buyers, and Seller have agreed otherwise in writing. (c) Upon Seller’s receipt of Preliminary Approval been satisfied with respect to any proposed Transaction if: (1) no Default or Event of Default under the Agreement shall have occurred and be continuing as of the Purchase Date for such proposed Transaction; (2) Seller shall have certified to Buyer in writing the acquisition cost of such Securities (including therein reasonable supporting documentation required by the Buyer, if any); (3) the representations and warranties made by Seller in any of the Transaction Documents shall be true and correct in all material respects as of the Purchase Date for such Transaction; (4) Buyer shall have (A) determined, in accordance with the applicable provisions of Section 3(a) of this Annex I, that the assets proposed to be sold to Buyer by Seller in such Transaction are Eligible Securities and/or Eligible Loans and (B) with respect to any Eligible Loan only, obtained internal credit approval for the inclusion of such Eligible Loan as a Purchased Loan in a Transaction; (5) [reserved]; (6) Buyer shall have received the Guaranty executed by the Sponsor; (7) following the consummation of such Transaction, the total Repurchase Price of Transactions with respect to Purchased Loans of the types described in clauses (iii) and (iv) of the definition of Eligible Loan shall not exceed $100,000,000; (8) with respect to any proposed Transaction for Securities in the event the Seller shallor an Affiliate of the Seller owns the Related Securities, if the Seller desires shall have (x) caused ownership of the Related Securities to enter into such Transaction be transferred to the Seller simultaneous with or prior to the purchase of the Purchased Securities by Buyer and (y) delivered to the Buyer a power of attorney and any other documentation reasonably required by the Buyer sufficient to permit the Buyer upon the occurrence and during the continuance of an Event of Default to register the transfer of the Related Securities from Seller to Buyer or its designee; (9) Buyer shall have determined that, with respect to the related New Asset upon Purchased Securities then subject to Transactions, following the terms set forth by Administrative Agent, on behalf consummation of Buyers, the proposed Transaction: (i) the aggregate Market Value with respect to all Purchased Securities then subject to Transactions in the Preliminary Approval, deliver the documents each Rating Category set forth below in this Section 3(cdoes not exceed the applicable percentage set forth below as a percentage of the Market Value of all Purchased Securities then subject to Transactions: Rating Category (or the Maximum Market Value (%) equivalent) BB- 45 B+ 35 B 35 ▇- ▇▇ ▇▇&▇▇▇ ▇▇ (▇▇) if the number of separate issues of Purchased Securities then subject to Transactions with a minimum $20,000,000 outstanding face or notional principal amount per issue is less than or equal to ten (10), then the aggregate outstanding face or notional principal amount of all Purchased Securities then subject to Transactions issued by a single issuer does not exceed $100,000,000; provided, however, if the number of issues is greater than ten (10), than the aggregate outstanding face or notional principal amount of all Purchased Securities then subject to Transactions issued by a single issuer may exceed $100,000,000; (10) Buyer shall have determined that, with respect to any Purchased Securities which are the subject of a proposed Transaction and are rated "B+"(or the equivalent) or lower or are not rated, such Purchased Securities, together with any Purchased Securities issued by the same trust, entitle the holder thereof to control the selection of the special servicer for the mortgage loans underlying such Purchased Securities; and (11) with respect to each New Asset and related Eligible Property any proposed Transaction for Purchased Securities in a "real estate mortgage investment conduit" (or Properties (to the extent not already delivered REMIC), in the Preliminary Due Diligence Package event the Seller or an Affiliate of the Seller owns the Related Securities (it being understood that for purposes of this provision, Related Securities shall include (a) the securities issued in such "real estate mortgage investment conduit" (or REMIC) transaction which have no rating and (b) if such unrated securities do not entitle the Supplemental Due Diligence Package) holder thereof to control the selection of the special servicer for the mortgage loans underlying such Purchased Securities (i.e. serve as the controlling class), the securities which have a condition precedent rating and entitle the holder thereof to a Final Approval and issuance control the selection of a Confirmationthe special servicer for the mortgage loans underlying such Purchased Securities (i.e. serve as the controlling class)), all in a manner and/or form satisfactory to Administrative Agent in its sole discretion exercised in good faith and pursuant to documentation satisfactory to Administrative Agent, on behalf of Buyers, in its sole discretion exercised in good faith:the Seller shall have either

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Seller may prior to the Facility Termination Date, from time to time request that Administrative Agent, on behalf of ▇▇▇▇▇▇, Buyer enter into a Transaction with respect to one or more New Assets by submitting a Preliminary Due Diligence Package for Administrative Agent, on behalf of Buyers’ Buyer’s review and approval, which approval shall be in the Buyer’s sole discretion of Administrative Agent, as exercised in good faithdiscretion. Notwithstanding anything to the contrary herein, Administrative Agent, on behalf of Buyers, Buyer shall have no obligation to consider for purchase any New Asset if, immediately after the purchase of such New Asset, the Aggregate Repurchase Price would exceed the Facility Amount. Administrative Agent, Buyers Buyer and their respective its representatives shall have the right to review all New Assets proposed to be sold to Administrative Agent, on behalf of Buyers, Buyer in any Transaction and to conduct its own due diligence investigation of such New Assets as Administrative Agent and Buyers determine Buyer determines is necessary in Administrative AgentBuyer’s sole discretion exercised in good faithdiscretion, including, without limitation, any applicable lender licensee requirements with respect to any New Asset. Notwithstanding any provision to the contrary herein or in any other Transaction Document, Administrative Agent, on behalf of ▇▇▇▇▇▇, Buyer shall be entitled to determine, in its sole discretion exercised in good faithdiscretion, whether a New Asset qualifies as an Eligible Asset or whether to reject any New Asset proposed to be sold to Administrative Agent, on behalf of Buyers, Buyer by Seller. Notwithstanding anything in this Agreement to the contrary, and Administrative Agent, on behalf of Buyers, shall have no obligation prior to Seller requesting Buyer enter into a Transaction (or, for the avoidance of doubt, Buyer entering into any TransactionsTransaction) with respect to one or more New Assets that consist of any Mezzanine Loan or Mezzanine Loans, which Transactions Buyer shall be entered into receive an opinion of counsel in form and substance satisfactory to Buyer as to the sole discretion of Administrative Agent, on behalf of ▇▇▇▇▇▇, exercised in good faithsafe harbor treatment for “securities contracts” and “master netting agreements” under the Bankruptcy Code covering mezzanine loans. (b) Upon Administrative Agent▇▇▇▇▇’s receipt of a Preliminary Due Diligence Package, Administrative Agent, on behalf of Buyers, Buyer shall have the right to request a Supplemental Due Diligence Package to evaluate the proposed Transaction. Upon Administrative AgentBuyer’s receipt or waiver of such Supplemental Due Diligence Package, Administrative Agent, on behalf of Buyers, Buyer shall, in its sole discretion exercised in good faithdiscretion, within three five (35) Business Days, either (i) notify Seller of its intent to proceed with the Transaction, Transaction together with its determination of the Purchase Price and the Market Value for the related New Asset (such notice, a “Preliminary Approval”) or (ii) deny Seller’s request. Administrative AgentBuyer’s failure to respond to Seller within three five (35) Business Days shall be deemed to be a denial of Seller’s request to enter into the proposed Transaction, unless Administrative Agent, on behalf of Buyers, ▇▇▇▇▇ and Seller have agreed otherwise in writing. (c) Upon Seller’s receipt of Preliminary Approval with respect to a Transaction, Seller shall, if Seller desires to enter into such Transaction with respect to the related New Asset upon the terms set forth by Administrative Agent, on behalf of Buyers, Buyer in the Preliminary Approval, deliver the documents set forth below in this Section 3(c) with respect to each New Asset and related Eligible Property or Eligible Properties (to the extent not already delivered in the Preliminary Due Diligence Package or in the Supplemental Due Diligence Package) as a condition precedent to a Final Approval and issuance of a Confirmation, all in a manner and/or form satisfactory to Administrative Agent Buyer in its sole discretion exercised in good faith and pursuant to documentation satisfactory to Administrative Agent, on behalf of Buyers, Buyer in its sole discretion exercised in good faithdiscretion:

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Seller may prior The provisions of Paragraph 3 of the Agreement are hereby modified and superseded in their respective entireties by the following provisions of this Section 3: 3.1 Subject to the Facility Termination Dateterms and conditions set forth in the Agreement (including, without limitation, the "Transaction Conditions Precedent" specified in Section 3.2 of this Annex I), each Buyer shall from time to time request that Administrative Agententer into Transactions with Seller on any Business Day from and including the date of the Agreement, on behalf of ▇▇▇▇▇▇but excluding the Termination Date, and pursuant to any such Transaction, Seller shall be entitled to sell, repurchase and re-sell any assets in accordance with this Agreement. An agreement to enter into a Transaction shall be made in writing at the initiation of Seller as provided below; provided, however, that the aggregate Repurchase Price (excluding the Price Differential with respect to one or more New the Purchased Assets by submitting a Preliminary Due Diligence Package as of the date of determination) for Administrative Agent, on behalf of Buyers’ review and approval, which approval all Transactions for all Buyers shall be in the sole discretion of Administrative Agent, as exercised in good faith. Notwithstanding anything to the contrary herein, Administrative Agent, on behalf of Buyers, shall have no obligation to consider for purchase any New Asset if, immediately after the purchase of such New Asset, the Aggregate Repurchase Price would not exceed the Facility Amount; provided, further, that, notwithstanding anything contained herein to the contrary, BANA is not required to enter into any Transaction where the asset(s) to be purchased is, or includes, an Eligible Non-Investment Grade CMBS Security originally issued by Bank of America, N.A. or an Affiliate thereof and, for the avoidance of doubt, BAMCC may enter into such Transactions subject to the terms and conditions hereof. Administrative Agent, Buyers Seller shall give the Buyer Agent written notice of each proposed Transaction and their respective representatives the Buyer Agent shall inform Seller of its determination with respect to any assets proposed to be sold to the applicable Buyer by Seller solely in accordance with Exhibit VIII attached hereto. The Buyer Agent shall have the right to review all New Assets Eligible Loans and Eligible Securities proposed to be sold to Administrative Agent, on behalf of Buyers, the applicable Buyer in any Transaction and to conduct its own due diligence investigation of such New Assets Eligible Loans and Eligible Securities as Administrative the Buyer Agent and Buyers determine is necessary in Administrative Agent’s sole discretion exercised in good faithreasonably determines. Notwithstanding any provision to the contrary herein or in any other Transaction Document, Administrative Agent, on behalf of ▇▇▇▇▇▇, The Buyer Agent shall be entitled to determinemake a determination, in the exercise of its sole discretion exercised in good faithfaith business judgment, whether a New Asset qualifies as an Eligible Asset that it shall not purchase any or whether to reject any New Asset all of the assets proposed to be sold to Administrative Agent, on behalf of Buyers, the applicable Buyer by Seller, and Administrative Agent, on behalf of Buyers, shall have no obligation to enter into any Transactions, . On the Purchase Date for the Transaction which Transactions shall be entered into in the sole discretion of Administrative Agent, on behalf of ▇▇▇▇▇▇, exercised in good faith. (b) Upon Administrative Agent’s receipt of a Preliminary Due Diligence Package, Administrative Agent, on behalf of Buyers, shall have the right to request a Supplemental Due Diligence Package to evaluate the proposed Transaction. Upon Administrative Agent’s receipt or waiver of such Supplemental Due Diligence Package, Administrative Agent, on behalf of Buyers, shall, in its sole discretion exercised in good faith, within three (3) Business Days, either (i) notify Seller of its intent to proceed with the Transaction, together with its determination of the Purchase Price and the Market Value for the related New Asset (such notice, a “Preliminary Approval”) or (ii) deny Seller’s request. Administrative Agent’s failure to respond to Seller within not less than three (3) Business Days following the approval of an Eligible Loan or an Eligible Security by the Buyer Agent in accordance with Exhibit VIII hereto, the Purchased Assets shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. 3.2 Upon agreeing to enter into a Transaction hereunder, provided each of the Transaction Conditions Precedent (as hereinafter defined) shall have been satisfied (or waived by the Buyer Agent), the applicable Buyer shall promptly (and in any event within five (5) Business Days) deliver to Seller a written confirmation in the form of Exhibit I attached hereto of each Transaction (a "Confirmation"). Unless otherwise agreed by the parties, the applicable Buyer shall deliver a separate Confirmation with respect to each Purchased Asset which is the subject of a Transaction. Such Confirmation shall describe the Purchased Securities (including CUSIP number, if any) and/or Purchased Loans, shall identify the applicable Buyer and Seller, and shall set forth: 3.2.1 the Purchase Date; 3.2.2 the Purchase Price for such Purchased Assets; 3.2.3 the Termination Date; 3.2.4 the Pricing Rate applicable to the Transaction (including the Applicable Spread); and 3.2.5 any additional terms or conditions not inconsistent with the Agreement. With respect to any Transaction, the Pricing Rate shall be determined initially on the Purchase Date applicable to such Transaction, and shall be reset on each Reset Date for the related Pricing Rate Period. The Buyer Agent shall determine in accordance with the terms of this Agreement the Pricing Rate on each Reset Date for the related Pricing Rate Period and notify Seller and Custodian of such rate for such period on the Reset Date. For purposes of this Section 3.2, the "Transaction Conditions Precedent" shall be deemed to be a denial of Seller’s request to enter into the proposed Transaction, unless Administrative Agent, on behalf of Buyers, and Seller have agreed otherwise in writing. (c) Upon Seller’s receipt of Preliminary Approval been satisfied with respect to any proposed Transaction if: A. no Default or Event of Default under the Agreement shall have occurred and be continuing as of the Purchase Date for such proposed Transaction; B. the representations and warranties made by Seller in each of the Transaction Documents shall be true and correct in all material respects as of the Purchase Date for such Transaction; C. The Buyer Agent shall have (i) determined, in accordance with the applicable provisions of Section 3.1 of this Annex I, that the assets proposed to be sold to the applicable Buyer by Seller in such Transaction are Eligible Securities and/or Eligible Loans, (ii) completed all legal due diligence in respect of such Eligible Securities and/or Eligible Loans and (iii) obtained internal credit approval for the inclusion of such Eligible Securities and/or Eligible Loans as Purchased Assets in a Transaction; and D. the Buyer Agent shall have received the Guaranty executed by the Sponsor. 3.3 Each Confirmation, together with the Agreement, including this Annex I, shall be conclusive evidence of the terms of the Transaction(s) covered thereby unless objected to in writing by Seller shall, if no more than two (2) Business Days after the date such Confirmation is received by Seller. An objection sent by Seller desires to enter into such Transaction with respect to any Confirmation must state specifically that the related New Asset writing is an objection, must specify the provision(s) of such Confirmation being objected to by Seller, must set forth such provision(s) in the manner that Seller believes such provisions should be stated, and must be received by the applicable Buyer no more than two (2) Business Days after such Confirmation is received by Seller. 3.4 No Transaction shall be terminable on demand by a Buyer (other than upon the terms set forth occurrence and during the continuance of an Event of Default by Administrative Agent, Seller). Seller shall be entitled to terminate a Transaction in whole or in part on behalf demand and repurchase all or a portion of Buyers, in the Preliminary Approval, deliver the documents set forth below in this Section 3(c) with respect Purchased Assets subject to each New Asset and related Eligible Property or Properties (a Transaction on any Business Day prior to the extent not already delivered in the Preliminary Due Diligence Package or in the Supplemental Due Diligence Package) as a condition precedent to a Final Approval and issuance of a ConfirmationTermination Date (an "Early Termination Date"); provided, however, that: 3.4.1 Seller repurchases on such Early Termination Date, all in a manner and/or form satisfactory or the portion of the Purchased Assets subject to Administrative Agent in its sole discretion exercised in good faith and pursuant such Transaction which Seller has elected to documentation satisfactory to Administrative Agent, on behalf of Buyers, in its sole discretion exercised in good faith:repurchase;

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Seller may prior to the Facility Termination Date, from time to time request that Administrative Agent, on behalf of ▇▇▇▇▇▇, enter into a Transaction with respect to one or more New Assets by submitting a Preliminary Due Diligence Package for Administrative Agent, on behalf of Buyers’ review and approval, which approval shall be in the sole discretion of Administrative Agent, as exercised in good faith. Notwithstanding anything to the contrary herein, Administrative Agent, on behalf of Buyers, shall have no obligation to consider for purchase any New Asset if, immediately after the purchase of such New Asset, the Aggregate Repurchase Price would exceed the Facility Amount. Administrative Agent, Buyers and their respective representatives shall have the right to review all New Assets proposed to be sold to Administrative Agent, on behalf of Buyers, in any Transaction and to conduct its own due diligence investigation of such New Assets as Administrative Agent and Buyers determine is necessary in Administrative Agent’s sole discretion exercised in good faithdiscretion. Notwithstanding any provision to the contrary herein or in any other Transaction Document, Administrative Agent, on behalf of ▇▇▇▇▇▇Buyers, shall be entitled to determine, in its sole discretion exercised in good faithdiscretion, whether a New Asset qualifies as an Eligible Asset or whether to reject any New Asset proposed to be sold to Administrative Agent, on behalf of Buyers, by Seller, and Administrative Agent, on behalf of Buyers, shall have no obligation to enter into any Transactions, which Transactions shall be entered into in the sole discretion of Administrative Agent, on behalf of ▇▇▇▇▇▇, exercised in good faithBuyers. (b) Upon Administrative Agent’s receipt of a Preliminary Due Diligence Package, Administrative Agent, on behalf of Buyers, shall have the right to request a Supplemental Due Diligence Package to evaluate the proposed Transaction. Upon Administrative Agent’s receipt or waiver of such Supplemental Due Diligence Package, Administrative Agent, on behalf of Buyers, shall, in its sole discretion exercised in good faithdiscretion, within three five (35) Business Days, either (i) notify Seller of its intent to proceed with the Transaction, Transaction together with its determination of the Purchase Price and the Market Value for the related New Asset (such notice, a “Preliminary Approval”) or (ii) deny Seller’s request. Administrative Agent’s failure to respond to Seller within three five (35) Business Days shall be deemed to be a denial of Seller’s request to enter into the proposed Transaction, unless Administrative Agent, on behalf of Buyers, and Seller have agreed otherwise in writing. (c) Upon Seller’s receipt of Preliminary Approval with respect to a Transaction, Seller shall, if Seller desires to enter into such Transaction with respect to the related New Asset upon the terms set forth by Administrative Agent, on behalf of Buyers, in the Preliminary Approval, deliver the documents set forth below in this Section 3(c) with respect to each New Asset (or, with respect to a New Asset that is an REO Asset, deliver the documents set forth in Section 3(x) with respect to such REO Asset) and related Eligible Property or Properties (to the extent not already delivered in the Preliminary Due Diligence Package or in the Supplemental Due Diligence Package) as a condition precedent to a Final Approval and issuance of a Confirmation, all in a manner and/or form satisfactory to Administrative Agent in its sole discretion exercised in good faith and pursuant to documentation satisfactory to Administrative Agent, on behalf of Buyers, in its sole discretion exercised in good faithdiscretion:

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Seller may may, from time to time, prior to the Facility Termination Date, from time to time request that Administrative Agent, on behalf of ▇▇▇▇▇▇, Buyer enter into a Transaction with respect to (i) one or more New Assets Loans, (ii) subject to satisfaction of all of the applicable requirements of Section 13.01 hereto, as determined in Buyer’s sole and absolute discretion, a new Future Funding Advance in respect of a Purchased Loan, or (iii) subject to satisfaction of all of the applicable requirements of Section 3(s) hereto, as determined in Buyer’s sole and absolute discretion, a new Additional Advance Transaction in respect of a Purchased Loan for an amount equal to the Additional Advance Amount. Seller shall initiate each request for a New Loan by submitting a Preliminary Due Diligence an Initial Screening Package for Administrative Agentin form and substance reasonably acceptable to Buyer. Upon receipt of the Initial Screening Package, on behalf Buyer shall, within five (5) Business Days, inform Seller in writing whether Buyer is prepared to proceed with consideration of Buyers’ review and approvalsuch New Loan, which approval consideration shall be conducted in accordance with the sole discretion of Administrative Agent, as exercised procedures set forth in good faith. this Section 3. (b) Notwithstanding anything to the contrary herein, Administrative Agent, on behalf of Buyers, Buyer shall have no obligation to consider for purchase any New Asset Loan if, immediately after the purchase of such New AssetLoan, the Aggregate Repurchase Price (including the proposed Purchase Price of such New Loan) would exceed the Facility Amount. Administrative Agent, Buyers Buyer and their respective its representatives shall have the right to review all New Assets Loans proposed to be sold to Administrative Agent, on behalf of Buyers, Buyer in any Transaction and to conduct its own due diligence investigation of such New Assets Loans as Administrative Agent and Buyers determine Buyer determines is necessary in Administrative AgentBuyer’s sole discretion exercised discretion. Subject to the limitations set forth in good faithSection 20, Seller agrees to reimburse Buyer promptly for its Diligence Fees upon request for payment or reimbursement thereof. Notwithstanding any provision to the contrary herein or in any other Transaction Document, Administrative Agent, on behalf of ▇▇▇▇▇▇, Buyer shall be entitled to determinemake a determination, in its sole discretion exercised in good faithdiscretion, whether a New Asset Loan qualifies as an Eligible Asset Loan or whether to reject any New Asset Loan proposed to be sold to Administrative Agent, on behalf of Buyers, Buyer by Seller, and Administrative Agent, on behalf of Buyers, shall have no obligation to enter into any Transactions, which Transactions shall be entered into in the sole discretion of Administrative Agent, on behalf of ▇▇▇▇▇▇, exercised in good faith. (bc) If Buyer notifies Seller in writing that Buyer is prepared to proceed with consideration of a New Loan for which Seller submitted an Initial Screening Package, then Seller shall prepare and submit to Buyer a Preliminary Due Diligence Package. Upon Administrative AgentBuyer’s receipt of a Preliminary Due Diligence PackagePackage with respect to a New Loan, Administrative AgentBuyer shall, on behalf within 10 Business Days, inform Seller whether it is prepared to proceed with further consideration of Buyerssuch New Loan, shall have the right to request or whether Buyer will require a Supplemental Due Diligence Package in order to evaluate the proposed Transactioncontinue its evaluation of such New Loan. Upon Administrative AgentBuyer’s receipt or waiver of such Supplemental Due Diligence PackagePackage or Buyer’s waiver thereof, Administrative Agent, on behalf of Buyers, Buyer shall, in its sole discretion exercised in good faith, within three (3) 5 Business Days, either (i) notify Seller of its Buyer’s intent to proceed with the Transaction, together with Transaction and of its determination of with respect to the Maximum Purchase Price Percentage and the Market Value for the related New Asset Loan (such notice, a “Preliminary Approval”) or (ii) deny deny, in Buyer’s sole discretion, Seller’s requestrequest for the applicable Transaction. Administrative AgentBuyer’s failure to respond to Seller within three (3) 5 Business Days Days, as applicable, shall be deemed to be a denial of Seller’s request to enter into the proposed Transaction, unless Administrative Agent, on behalf of Buyers, Buyer and Seller have agreed otherwise in writing. (cd) Upon Seller’s receipt of Buyer’s Preliminary Approval with respect to a Transaction, Seller shall, if Seller desires to enter into such Transaction with respect to the related New Asset Loan upon the terms set forth by Administrative Agent, on behalf of Buyers, Buyer in the its Preliminary Approval, deliver the documents set forth below in this Section 3(c3(d) with respect to each New Asset Loan and related Eligible Property or Properties (to the extent not already delivered in the Preliminary Due Diligence Package or in the Supplemental Due Diligence Package) as a condition precedent to a Buyer’s Final Approval and issuance of a Confirmation, all in a manner and/or form reasonably satisfactory to Administrative Agent Buyer in its sole discretion exercised in good faith and pursuant to documentation reasonably satisfactory to Administrative Buyer in accordance with the requirements of this Agent, on behalf of Buyers, in its sole discretion exercised in good faith:

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Seller may prior to the Facility Termination Date, from time to time request that Administrative Agent, on behalf of ▇▇▇▇▇▇, Buyer enter into a Transaction with respect to one or more New Assets by submitting a Preliminary Due Diligence Package for Administrative Agent, on behalf of Buyers’ Buyer’s review and approval, which approval shall be in the Buyer’s sole discretion of Administrative Agent, as exercised in good faithdiscretion. Notwithstanding anything to the contrary herein, Administrative Agent, on behalf of Buyers, Buyer shall have no obligation to consider for purchase any New Asset if, immediately after the purchase of such New Asset, the Aggregate Repurchase Price would exceed the Facility Amount. Administrative Agent, Buyers Buyer and their respective its representatives shall have the right to review all New Assets proposed to be sold to Administrative Agent, on behalf of Buyers, Buyer in any Transaction and to conduct its own due diligence investigation of such New Assets as Administrative Agent and Buyers determine Buyer determines is necessary in Administrative AgentBuyer’s sole discretion exercised in good faithdiscretion, including, without limitation, any applicable lender licensee requirements with respect to any New Asset. Notwithstanding any provision to the contrary herein or in any other Transaction Document, Administrative Agent, on behalf of ▇▇▇▇▇▇, Buyer shall be entitled to determine, in its sole discretion exercised in good faithdiscretion, whether a New Asset qualifies as an Eligible Asset or whether to reject any New Asset proposed to be sold to Administrative Agent, on behalf of Buyers, Buyer by Seller. Notwithstanding anything in this Agreement to the contrary, and Administrative Agent, on behalf of Buyers, shall have no obligation prior to Seller requesting Buyer enter into a Transaction (or, for the avoidance of doubt, Buyer entering into any TransactionsTransaction) with respect to one or more New Assets that consist of any Mezzanine Loan or Mezzanine Loans, which Transactions Buyer shall be entered into receive an opinion of counsel in form and substance satisfactory to Buyer as to the sole discretion of Administrative Agent, on behalf of ▇▇▇▇▇▇, exercised in good faithsafe harbor treatment for “securities contracts” and “master netting agreements” under the Bankruptcy Code covering mezzanine loans. (b) Upon Administrative AgentBuyer’s receipt of a Preliminary Due Diligence Package, Administrative Agent, on behalf of Buyers, Buyer shall have the right to request a Supplemental Due Diligence Package to evaluate the proposed Transaction. Upon Administrative AgentBuyer’s receipt or waiver of such Supplemental Due Diligence Package, Administrative Agent, on behalf of Buyers, Buyer shall, in its sole discretion exercised in good faithdiscretion, within three five (35) Business Days, either (i) notify Seller of its intent to proceed with the Transaction, Transaction together with its determination of the Purchase Price and the Market Value for the related New Asset (such notice, a “Preliminary Approval”) or (ii) deny Seller’s request. Administrative AgentBuyer’s failure to respond to Seller within three five (35) Business Days shall be deemed to be a denial of Seller’s request to enter into the proposed Transaction, unless Administrative Agent, on behalf of Buyers, Buyer and Seller have agreed otherwise in writing. (c) Upon Seller’s receipt of Preliminary Approval with respect to a Transaction, Seller shall, if Seller desires to enter into such Transaction with respect to the related New Asset upon the terms set forth by Administrative Agent, on behalf of Buyers, Buyer in the Preliminary Approval, deliver the documents set forth below in this Section 3(c‎3(c) with respect to each New Asset and related Eligible Property or Eligible Properties (to the extent not already delivered in the Preliminary Due Diligence Package or in the Supplemental Due Diligence Package) as a condition precedent to a Final Approval and issuance of a Confirmation, all in a manner and/or form satisfactory to Administrative Agent Buyer in its sole discretion exercised in good faith and pursuant to documentation satisfactory to Administrative Agent, on behalf of Buyers, Buyer in its sole discretion exercised in good faithdiscretion:

INITIATION; CONFIRMATION; TERMINATION; FEES. The provisions of Paragraph 3 of the Agreement are hereby modified and superseded in their respective entireties by the following provisions of this Section 3: (a) Seller may prior Subject to the Facility Termination Dateterms and conditions set forth in the Agreement (including, without limitation, the "Transaction Conditions Precedent" specified in Section 3(b) of this Annex I), the Buyer shall from time to time request that Administrative Agententer into Transactions with the Seller on any Business Day from and including the date of the Agreement to but excluding the three year anniversary date of the date of the Agreement and pursuant to any such Transaction, on behalf of ▇▇▇▇▇▇Seller shall be entitled to sell, repurchase and re-sell any assets in accordance with this Agreement. An agreement to enter into a Transaction shall be made in writing at the initiation of Seller as provided below; provided, however, that the aggregate Repurchase -------- ------- Price (excluding the Price Differential with respect to one or more New Assets by submitting a Preliminary Due Diligence Package the Purchased Securities and Purchased Loans as of the date of determination) for Administrative Agent, on behalf of Buyers’ review and approval, which approval all Transactions shall be in the sole discretion of Administrative Agent, as exercised in good faith. Notwithstanding anything to the contrary herein, Administrative Agent, on behalf of Buyers, shall have no obligation to consider for purchase any New Asset if, immediately after the purchase of such New Asset, the Aggregate Repurchase Price would not exceed the Facility Amount. Administrative Agent, Buyers Seller shall give Buyer written notice of each proposed Transaction and their respective representatives Buyer shall inform Seller of its determination with respect to any assets proposed to be sold to Buyer by Seller solely in accordance with Exhibit VIII attached hereto. Buyer shall have the right to review all New Assets Eligible Loans and Eligible Securities proposed to be sold to Administrative Agent, on behalf of Buyers, Buyer in any Transaction and to conduct its own due diligence investigation of such New Assets Eligible Loans and Eligible Securities as Administrative Agent and Buyers determine is necessary in Administrative Agent’s sole discretion exercised in good faithBuyer reasonably determines. Notwithstanding any provision to the contrary herein or in any other Transaction Document, Administrative Agent, on behalf of ▇▇▇▇▇▇, Buyer shall be entitled to determinemake a determination, in the exercise of its sole discretion exercised in good faithfaith business judgment, whether a New Asset qualifies as an Eligible Asset that it shall not purchase any or whether to reject any New Asset all of the assets proposed to be sold to Administrative Agent, on behalf of Buyers, Buyer by Seller, and Administrative Agent, on behalf of Buyers, shall have no obligation to enter into any Transactions, . On the Purchase Date for the Transaction which Transactions shall be entered into not less than three (3) Business Days following the approval of an Eligible Loan or an Eligible Security by the Buyer in accordance with Exhibit VIII hereto, the sole discretion Purchased Securities or Purchased Loans, as applicable shall be transferred to Buyer or its agent against the transfer of Administrative Agent, on behalf of ▇▇▇▇▇▇, exercised in good faiththe Purchase Price to Seller's account at the Depository. (b) Upon Administrative Agent’s receipt of a Preliminary Due Diligence Package, Administrative Agent, on behalf of Buyers, shall have the right to request a Supplemental Due Diligence Package to evaluate the proposed Transaction. Upon Administrative Agent’s receipt or waiver of such Supplemental Due Diligence Package, Administrative Agent, on behalf of Buyers, shall, in its sole discretion exercised in good faith, within three (3) Business Days, either (i) notify Seller of its intent to proceed with the Transaction, together with its determination of the Purchase Price and the Market Value for the related New Asset (such notice, a “Preliminary Approval”) or (ii) deny Seller’s request. Administrative Agent’s failure to respond to Seller within three (3) Business Days shall be deemed to be a denial of Seller’s request agreeing to enter into a Transaction hereunder, provided each of the proposed Transaction, unless Administrative Agent, on behalf of Buyers, and Seller Transaction Conditions Precedent (as hereinafter defined) shall have agreed otherwise in writing. been satisfied (c) Upon Seller’s receipt of Preliminary Approval with respect to a Transactionor waived by Buyer), Seller shall, if Seller desires shall promptly deliver to enter into such Transaction with respect to the related New Asset upon the terms set forth by Administrative Agent, on behalf of Buyers, Buyer a written confirmation in the Preliminary Approvalform of Exhibit I attached hereto of each Transaction (a "Confirmation"). Unless otherwise agreed by the parties, Seller shall deliver the documents set forth below in this Section 3(c) a ------------ separate Confirmation with respect to each New Asset and related Eligible Property Purchased Loan or Properties (to Purchased Security which is the extent not already delivered in the Preliminary Due Diligence Package or in the Supplemental Due Diligence Package) as a condition precedent to a Final Approval and issuance subject of a ConfirmationTransaction. Such Confirmation shall describe the Purchased Securities (including CUSIP number, all in a manner if any) and/or form satisfactory to Administrative Agent in its sole discretion exercised in good faith Purchased Loans, shall identify Buyer and pursuant to documentation satisfactory to Administrative AgentSeller, on behalf of Buyers, in its sole discretion exercised in good faith:and shall set forth (i) the Purchase Date,

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Seller may prior to the Facility Termination Datemay, from time to time time, prior to October 25, 2014 (the “Outside Date”), request that Administrative Agent, on behalf of ▇▇▇▇▇▇, Buyer enter into a Transaction with respect to one or more New Assets Loans. Seller shall initiate each request by submitting a Preliminary Due Diligence Package for Administrative Agent, on behalf of Buyers’ Buyer’s review and approval, which approval shall be in the Buyer’s sole discretion of Administrative Agent, as exercised in good faithdiscretion. Notwithstanding anything to the contrary herein, Administrative Agent, on behalf of Buyers, Buyer shall have no obligation to consider for purchase any New Asset Loan if, immediately after the purchase of such New AssetLoan, the Aggregate Repurchase Price (including the proposed Purchase Price of such New Loan) would exceed the Facility Amount. Administrative Agent, Buyers Buyer and their respective its representatives shall have the right to review all New Assets Loans proposed to be sold to Administrative Agent, on behalf of Buyers, Buyer in any Transaction and to conduct its own due diligence investigation of such New Assets Loans as Administrative Agent and Buyers determine Buyer determines is necessary in Administrative AgentBuyer’s sole discretion exercised in good faithdiscretion. Notwithstanding any provision to the contrary herein or in any other Transaction Document, Administrative Agent, on behalf of ▇▇▇▇▇▇, Buyer shall be entitled to determinemake a determination, in its sole discretion exercised in good faithdiscretion, whether a New Asset Loan qualifies as an Eligible Asset Loan or whether to reject any New Asset Loan proposed to be sold to Administrative Agent, on behalf of Buyers, Buyer by Seller, and Administrative Agent, on behalf of Buyers, shall have no obligation to enter into any Transactions, which Transactions shall be entered into in the sole discretion of Administrative Agent, on behalf of ▇▇▇▇▇▇, exercised in good faith. (b) Upon Administrative AgentBuyer’s receipt of a Preliminary Due Diligence PackagePackage with respect to a New Loan, Administrative Agent, on behalf of Buyers, Buyer shall have the right to request a Supplemental Due Diligence Package to evaluate the proposed Transactionsuch New Loan. Upon Administrative AgentBuyer’s receipt or waiver of such Supplemental Due Diligence PackagePackage or Buyer’s waiver thereof, Administrative Agent, on behalf of Buyers, Buyer shall, in its sole discretion exercised in good faith, within three five (35) Business Days, either (i) notify Seller of its Buyer’s intent to proceed with the Transaction, together with Transaction and of its determination of with respect to the Purchase Price and the Market Value for the related New Asset Loan (such notice, a “Preliminary Approval”) or (ii) deny deny, in Buyer’s sole discretion, Seller’s requestrequest for the applicable Transaction. Administrative AgentBuyer’s failure to respond to Seller within three five (35) Business Days Days, as applicable, shall be deemed to be a denial of Seller’s request to enter into the proposed Transaction, unless Administrative Agent, on behalf of Buyers, Buyer and Seller have agreed otherwise in writing. (c) Upon Seller’s receipt of Buyer’s Preliminary Approval with respect to a Transaction, Seller shall, if Seller desires to enter into such Transaction with respect to the related New Asset Loan upon the terms set forth by Administrative Agent, on behalf of Buyers, Buyer in the its Preliminary Approval, deliver the documents set forth below in this Section 3(c) with respect to each New Asset Loan and related Eligible Property or Properties (to the extent not already delivered in the Preliminary Due Diligence Package or in the Supplemental Due Diligence Package) as a condition precedent to a Buyer’s Final Approval and issuance of a Confirmation, all in a manner and/or form satisfactory to Administrative Agent Buyer in its sole discretion exercised in good faith and pursuant to documentation satisfactory to Administrative Agent, on behalf of Buyers, Buyer in its sole discretion exercised discretion: (i) Delivery of Purchased Loan Documents. Seller shall deliver to Buyer: (A) with respect to any New Loan that is a Pre-Existing Loan, copies of the Purchased Loan Documents, except for such Purchased Loan Documents that were not in good faith:Seller’s possession; and (B) with respect to any New Loan that is an Originated Loan, drafts of the Purchased Loan Documents.

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Seller may prior Subject to the Facility Termination Dateterms and conditions set forth in this Agreement (including, from time without limitation, the “Transaction Conditions Precedent” specified in Section 3(b) of this Agreement), an agreement to time request that Administrative Agent, on behalf of ▇▇▇▇▇▇, enter into a Transaction shall be made in writing at the initiation of Seller as provided below; provided, however, that the aggregate Repurchase Price (excluding the Price Differential with respect to one or more New Assets by submitting a Preliminary Due Diligence Package the Purchased Loans as of the date of determination) for Administrative Agent, on behalf of Buyers’ review and approval, which approval all Transactions shall be in the sole discretion of Administrative Agent, as exercised in good faith. Notwithstanding anything to the contrary herein, Administrative Agent, on behalf of Buyers, shall have no obligation to consider for purchase any New Asset if, immediately after the purchase of such New Asset, the Aggregate Repurchase Price would not exceed the Facility Amount. Administrative Agent, Buyers Seller shall give Buyer written notice of each proposed Transaction and their respective representatives Buyer shall inform Seller of its determination with respect to any assets proposed to be sold to Buyer by Seller solely in accordance with Exhibit VIII attached hereto. Buyer shall have the right to review all New Assets Eligible Loans proposed to be sold to Administrative Agent, on behalf of Buyers, Buyer in any Transaction and to conduct its own due diligence investigation of such New Assets Eligible Loans as Administrative Agent and Buyers determine is necessary in Administrative Agent’s sole discretion exercised in good faithBuyer reasonably determines. Notwithstanding any provision to the contrary herein or in any other Transaction Document, Administrative Agent, on behalf of ▇▇▇▇▇▇, Buyer shall be entitled to determinemake a determination, in the exercise of its sole discretion exercised in good faithfaith business judgment, whether a New Asset qualifies as an it will purchase any or all of the Eligible Asset or whether to reject any New Asset Loans proposed to be sold to Administrative Agent, on behalf of Buyers, Buyer by Seller, and Administrative Agent, on behalf of Buyers, shall have no obligation to enter into any Transactions, which Transactions shall be entered into in the sole discretion of Administrative Agent, on behalf of ▇▇▇▇▇▇, exercised in good faith. (b) Upon Administrative Agent’s receipt agreeing to enter into a Transaction hereunder, provided each of the Transaction Conditions Precedent (as hereinafter defined) shall have been satisfied (or waived by Buyer), Buyer shall promptly deliver to Seller a Preliminary Due Diligence Package, Administrative Agent, on behalf written confirmation in the form of BuyersExhibit I attached hereto of each Transaction (a “Confirmation”). Such Confirmation shall describe the Purchased Loans, shall have the right to request a Supplemental Due Diligence Package to evaluate the proposed Transaction. Upon Administrative Agent’s receipt or waiver of such Supplemental Due Diligence Packageidentify Buyer and Seller, Administrative Agent, on behalf of Buyers, shall, in its sole discretion exercised in good faith, within three (3) Business Days, either and shall set forth: (i) the Purchase Date, (ii) the Purchase Price for such Purchased Loans, (iii) the Repurchase Date, (iv) the Pricing Rate applicable to the Transaction (including the Applicable Spread) and (v) any additional terms or conditions not inconsistent with this Agreement. Repurchase Agreement $400MM Facility With respect to any Transaction, the Pricing Rate shall be determined initially on the Pricing Rate Determination Date applicable to the first Pricing Rate Period for such Transaction, and shall be reset on each Reset Date for the next succeeding Pricing Rate Period for such Transaction. Buyer or its agent shall determine in accordance with the terms of this Agreement the Pricing Rate on each Pricing Rate Determination Date for the related Pricing Rate Period and notify Seller of its intent such rate for such period on the Reset Date. For purposes of this Section 3(b), the “Transaction Conditions Precedent” shall be deemed to proceed have been satisfied with respect to any proposed Transaction if: (A) no Default or Event of Default under this Agreement shall have occurred and be continuing as of the Purchase Date for such proposed Transaction; (B) Seller shall have certified to Buyer in writing the acquisition cost of such Securities (including therein reasonable supporting documentation required by the Buyer, if any); (C) the representations and warranties made by Seller in any of the Transaction Documents shall be true and correct in all material respects as of the Purchase Date for such Transaction (except to the extent such representations and warranties are made as of a particular date); and (D) Buyer shall have (I) determined, in accordance with the applicable provisions of Section 3(a) of this Agreement, that the assets proposed to be sold to Buyer by Seller in such Transaction are Eligible Loans and (II) obtained internal credit approval for the inclusion of such Eligible Loan as a Purchased Loan in a Transaction. (c) Each Confirmation, together with its determination this Agreement, shall be conclusive evidence of the Purchase Price and terms of the Market Value for the related New Asset (such notice, a “Preliminary Approval”Transaction(s) or (ii) deny Seller’s request. Administrative Agent’s failure to respond to Seller within covered thereby unless specific objection is made no more than three (3) Business Days after the date thereof. In the event of any conflict between the terms of such Confirmation and the terms of this Agreement, the Confirmation shall prevail. An objection sent by Seller with respect to any Confirmation must state specifically that the writing is an objection, must specify the provision(s) of such Confirmation being objected to by Seller, must set forth such provision(s) in the manner that Seller believes such provisions should be stated, and must be received by Buyer no more than three (3) Business Days after such Confirmation is received by Seller. (d) No Transaction shall be terminable on demand by Buyer (other than upon the occurrence and during the continuance of an Event of Default (other than with respect to Buyer)). Seller shall be entitled to terminate a Transaction on demand and repurchase the Purchased Loans subject to a Transaction in whole or in part on any Business Day prior to the Repurchase Date (an “Early Repurchase Date”); provided, however, that: Repurchase Agreement $400MM Facility (i) Seller notifies Buyer in writing of its intent to terminate such Transaction and repurchase such Purchased Loans no later than five (5) Business Days prior to such Early Repurchase Date, (ii) on such Early Repurchase Date Seller pays to Buyer an amount equal to the sum of the Repurchase Price for such Transaction, the Exit Fee, if any, and any other amounts payable under this Agreement (including, without limitation, Section 3(i) of this Agreement) with respect to such Transaction against transfer to the Seller or its agent of such Purchased Loans, and (iii) on such Early Repurchase Date, in addition, but after giving effect to the amounts set forth in subclause (ii) above, Seller pays to Buyer, on account of each Purchased Loan, an amount sufficient to reduce the Repurchase Price for each Purchased Loan to the Target Price for each such Purchased Loan. Such notice shall set forth the Early Repurchase Date and shall identify with particularity the Purchased Loans to be repurchased on such Early Repurchase Date. (e) On the Repurchase Date, termination of the Transactions will be effected by transfer to Seller or its agent of the Purchased Loans and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Section 5 of this Agreement) against the simultaneous transfer of the Repurchase Price to an account of Buyer. (f) Seller shall pay to Buyer the Exit Fee with respect to any Purchased Loan if the related Transaction is terminated for any reason prior to the Repurchase Date agreed upon by Buyer and Seller; provided, that the Exit Fee shall be deemed to be a denial of Seller’s request to enter into waived by Buyer if the proposed Transaction, unless Administrative Agent, on behalf of Buyers, and Seller have agreed otherwise in writing.reason for the termination is any of (c1) Upon Seller’s receipt principal payments (either prepayments or repayments) received on the Purchased Loan, (2) the related Purchased Loan is included contemporaneously in a securitization transaction where DBSI is sole lead manager (or co-lead manager, provided the economics to DBSI are as outlined in an engagement letter for a collateralized debt obligation securitization transaction mutually acceptable to DBSI and the Sponsor) and sole bookrunner, or (3) the occurrence of Preliminary Approval an Early Repurchase Date with respect to a Purchased Loan that has been the subject of a Margin Deficit where the related Market Value has decreased by more than 25% from such Market Value as of the related Purchase Date, or Repurchase Agreement $400MM Facility (4) the occurrence of an event set forth in Section 3(j) or (k) below which results in an increased cost to Seller for the continuance of the related Transaction. (g) If prior to the first day of any Pricing Rate Period with respect to any Transaction, (i) Buyer shall have determined in the exercise of its reasonable business judgment (which determination shall be conclusive and binding upon Seller) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBO Rate for such Pricing Rate Period, or (ii) the LIBO Rate determined or to be determined for such Pricing Rate Period will not adequately and fairly reflect the cost to Buyer (as reasonably determined and certified by Buyer) of making or maintaining Transactions during such Pricing Rate Period, Buyer shall give telecopy or telephonic notice thereof to Seller shallas soon as practicable thereafter. If such notice is given, the Pricing Rate with respect to such Transaction for such Pricing Rate Period, and for any subsequent Pricing Rate Periods until such notice has been withdrawn by Buyer, shall be a per annum rate equal to the Federal Funds Rate plus 125 basis points (1.25%) (the “Alternative Rate”). (h) Notwithstanding any other provision herein, if Seller desires the adoption of or any change in any Requirement of Law or in the interpretation or application thereof shall make it unlawful for Buyer to effect Transactions as contemplated by the Transaction Documents, (a) the commitment of Buyer hereunder to enter into new Transactions and to continue Transactions as such shall forthwith be canceled, and (b) the Transactions then outstanding shall be converted automatically to Alternative Rate Transactions on the last day of the then current Pricing Rate Period or within such earlier period as may be required by law. (i) Upon demand by Buyer, Seller shall indemnify Buyer and hold Buyer harmless from any net loss or expense (not to include any lost profit or opportunity) (including, without limitation, reasonable and documented attorneys’ fees and disbursements) which Buyer may sustain or incur as a consequence of (i) default by the Seller in terminating any Transaction after the Seller has given a notice in accordance with Section 3(d) of a termination of a Transaction, (ii) any payment of the Repurchase Price on any day other than a Remittance Date (including, without limitation, any such reasonable loss or expense arising from the reemployment of funds obtained by Buyer to maintain Transactions hereunder or from fees payable to terminate the deposits from which such funds were obtained) or (iii) a default by Seller in selling Eligible Loans after Seller has notified Buyer of a proposed Transaction and Buyer has agreed to purchase such Eligible Loans in accordance with the provisions of this Agreement. A certificate as to such costs, losses, damages and expenses, setting forth the calculations therefor shall be submitted promptly by Buyer to Seller and shall be prima facie evidence of the information set forth therein. (j) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof by any Governmental Authority or compliance by Buyer with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority having jurisdiction over Buyer made subsequent to the date hereof: Repurchase Agreement $400MM Facility (i) shall subject Buyer to any tax of any kind whatsoever with respect to the related New Asset upon Transaction Documents, any Purchased Loan or any Transaction, or change the terms set forth basis of taxation of payments to Buyer in respect thereof (except for income taxes and any changes in the rate of tax on Buyer’s overall net income); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of Buyer which is not otherwise included in the determination of the LIBO Rate hereunder; or (iii) shall impose on Buyer any other condition; and the result of any of the foregoing is to increase the cost to Buyer, by Administrative Agent, on behalf of Buyersan amount which Buyer deems, in the Preliminary Approvalexercise of its reasonable business judgment, deliver to be material, of entering into, continuing or maintaining Transactions or to reduce any amount receivable under the documents set forth below Transaction Documents in respect thereof; then, in any such case, Seller shall promptly pay Buyer, upon its demand, any additional amounts necessary to compensate Buyer for such increased cost or reduced amount receivable. If Buyer becomes entitled to claim any additional amounts pursuant to this Section 3(c3(j), it shall, within ten (10) Business Days of such event, notify Seller of the event by reason of which it has become so entitled. Such notification as to the calculation of any additional amounts payable pursuant to this subsection shall be submitted by Buyer to Seller and shall be prima facie evidence of such additional amounts. This obligation of the Seller shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased Securities and Purchased Loans. (k) If Buyer shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by Buyer or any corporation controlling Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof does or shall have the effect of reducing the rate of return on Buyer’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which Buyer or such corporation could have achieved but for such adoption, change or compliance (taking into consideration Buyer’s or such corporation’s policies with respect to each New Asset and related Eligible Property or Properties (capital adequacy) by an amount deemed by Buyer, in the exercise of its reasonable business judgment, to be material, then from time to time, after submission by Buyer to Seller of a written request therefor, Seller shall pay to Buyer such additional amounts as will compensate Buyer for such reduction. Such notification as to the extent not already delivered in the Preliminary Due Diligence Package or in the Supplemental Due Diligence Package) as a condition precedent to a Final Approval and issuance calculation of a Confirmation, all in a manner and/or form satisfactory to Administrative Agent in its sole discretion exercised in good faith and any additional amounts payable pursuant to documentation satisfactory this subsection shall be submitted by Buyer to Administrative Agent, on behalf Seller and shall be prima facie evidence of Buyers, in its sole discretion exercised in good faith:such additional amounts. This obligation of the Seller shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased Loans. Repurchase Agreement $400MM Facility

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Seller may prior Subject to the Facility Termination Dateterms and conditions set forth in this Agreement (including, without limitation, the "Transaction Conditions Precedent" specified below) Buyers shall from time to time request enter into Transactions with Seller on any Business Day from and including the date of this Agreement to but excluding the Termination Date and pursuant to any such Transaction, Seller shall be entitled to sell, repurchase and re-sell any assets in accordance with this Agreement; provided, however, that Administrative Agent, on behalf the aggregate Repurchase Price (excluding the Price Differential with respect to the Purchased Assets as of ▇▇▇▇▇▇, the date of determination) for all Transactions shall not exceed the Maximum Facility Amount. An agreement to enter into a Transaction shall be made in writing at the initiation of Seller as provided below. Seller shall give Buyers written notice of each proposed Transaction and Buyers shall inform Seller of their determination with respect to one or more New Assets any assets proposed to be sold to Buyers by submitting a Preliminary Due Diligence Package for Administrative Agent, on behalf of Buyers’ review and approval, which approval shall be Seller solely in the sole discretion of Administrative Agent, as exercised in good faithaccordance with Exhibit VIII attached hereto. Notwithstanding anything to the contrary herein, Administrative Agent, on behalf of Buyers, shall have no obligation to consider for purchase any New Asset if, immediately after the purchase of such New Asset, the Aggregate Repurchase Price would exceed the Facility Amount. Administrative Agent, Buyers and their respective representatives shall have the right to review all New Assets Eligible Loans and Eligible Securities proposed to be sold to Administrative Agent, on behalf of Buyers, Buyers in any Transaction and to conduct its own due diligence investigation of such New Assets Eligible Loans and Eligible Securities as Administrative Agent and Buyers determine is necessary in Administrative Agent’s sole discretion exercised in good faithdetermine. Notwithstanding any provision to the contrary herein or in any other Transaction Document, Administrative Agent, on behalf of ▇▇▇▇▇▇, Buyers shall be entitled to determinemake a determination, in its their sole discretion exercised in good faithdiscretion, whether a New Asset qualifies as an Eligible Asset that they shall not purchase any or whether to reject any New Asset all of the assets proposed to be sold to Administrative Agent, on behalf of Buyers, Buyers by Seller, and Administrative Agent, on behalf of Buyers, shall have no obligation to enter into any Transactions, which Transactions shall be entered into in the sole discretion of Administrative Agent, on behalf of ▇▇▇▇▇▇, exercised in good faith. (b) Upon Administrative Agent’s receipt agreeing to enter into a Transaction hereunder, provided each of the Transaction Conditions Precedent shall have been satisfied (or waived by Buyers), Buyers shall promptly deliver to Seller a written confirmation in the form of Exhibit I attached hereto pertaining to such Transaction (a "Confirmation"). (c) Each Confirmation shall describe the Purchased Asset(s) which shall be the subject of a Preliminary Due Diligence PackageTransaction and, Administrative Agent, on behalf of Buyersin this connection, shall have set forth: (A) the right to request a Supplemental Due Diligence Package to evaluate the proposed Transaction. Upon Administrative Agent’s receipt or waiver of such Supplemental Due Diligence Package, Administrative Agent, on behalf of Buyers, shall, in its sole discretion exercised in good faith, within three (3) Business Days, either (i) notify Seller of its intent to proceed with the Transaction, together with its determination name of the Purchase Price borrower or issuer with respect to each related Purchased Asset, (B) a description (including the date) of the loan agreement or other document, agreement or instrument pursuant to which each related Purchased Asset is made or governed, (C) the aggregate outstanding principal amount of each related Purchased Asset, (D) the name of the Buyer that will purchase each related Purchased Asset and the Market Value name of the Seller, and (E) all additional information required by Exhibit I attached hereto. (d) On the Purchase Date for the related New Asset (such notice, a “Preliminary Approval”) or (ii) deny Seller’s request. Administrative Agent’s failure to respond to Seller within each Transaction which shall be not less than three (3) Business Days (unless otherwise agreed by Buyers) following the approval of an Eligible Loan or an Eligible Security by Buyers in accordance with Exhibit VIII hereto and delivery by Seller of a Request for Transaction in the form of Exhibit XII hereto, each Purchased Asset subject to such Transaction shall be transferred to the applicable Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (e) On the Purchase Date for a Transaction, Seller shall countersign and deliver to Buyers a counterpart of the related Confirmation. Each Confirmation shall be deemed incorporated herein by reference with the same effect as if set forth herein at length. (f) With respect to any Transaction, the Pricing Rate shall be determined initially on the Purchase Date applicable to such Transaction, and shall be reset on each Reset Date for the related Pricing Rate Period. Buyers or their agent shall determine in accordance with the terms of this Agreement the Pricing Rate on each Reset Date for the related Pricing Rate Period and notify Seller and Custodian of such rate for such period on the Reset Date. For purposes of this Section 2.1, the "Transaction Conditions Precedent" shall be deemed to be a denial of Seller’s request to enter into the proposed Transaction, unless Administrative Agent, on behalf of Buyers, and Seller have agreed otherwise in writing. (c) Upon Seller’s receipt of Preliminary Approval been satisfied with respect to a any proposed Transaction if: (A) no Default or Event of Default under this Agreement shall have occurred and be continuing as of the Purchase Date for such proposed Transaction, ; (B) the representations and warranties made by Seller shall, if Seller desires to enter into such in each of the Transaction with respect to the related New Asset upon the terms set forth by Administrative Agent, on behalf of Buyers, in the Preliminary Approval, deliver the documents set forth below in this Section 3(c) Documents with respect to each New Eligible Asset to be transferred on any Purchase Date shall be true and related correct in all material respects as of the Purchase Date for such Transaction; (C) Buyers shall have received, reviewed and approved the applicable Credit Approval Memo and, if requested, Supplemental Diligence Materials; (D) Buyers' counsel shall have completed in full any legal review requested by Buyers; (E) Buyers shall have (A) determined, in accordance with the applicable provisions of Section 2.1 of this Agreement, that the assets proposed to be sold to Buyers by Seller in such Transaction are Eligible Property Securities and/or Eligible Loans, (B) determined that the assets proposed to be sold to Buyers by Seller in such Transaction (i) do not have Stressed LTV greater than 95% and (ii) Stressed DSCR is equal to or Properties greater than 1.05X, (C) completed all legal due diligence in respect of such Eligible Securities and/or Eligible Loans and (D) obtained internal credit approval for the inclusion of such Eligible Securities and/or Eligible Loans as Purchased Assets in a Transaction; (F) Buyers shall have received a Bailee's Trust Receipt or a Trust Receipt from Custodian, as applicable, for the relevant Eligible Asset, in form and substance acceptable to Buyers; and (G) the Purchase Price of any individual asset proposed to be sold to Buyers by Seller in such Transaction shall not be less than $1,000,000 nor greater than $27,200,000. 2.2 Seller may enter into a Transaction hereunder and sell a Purchased Asset to Buyers for less than the Maximum Purchase Price that Seller would be permitted to receive hereunder. Thereafter, so long as no Default or Event of Default shall have occurred and be continuing, Seller may obtain from Buyers the balance of any Purchase Price then available in respect of a Purchased Asset (after giving effect to any decrease in Market Value of such Purchased Asset). In addition, so long as no Default or Event of Default shall have occurred and be continuing, and subject to the terms and conditions of this Agreement, including Section 2.11 of this Agreement, Seller may repay the Repurchase Price in whole or in part and obtain a re-advance of Repurchase Price in respect of a Purchased Asset. In connection with any prepayment of Repurchase Price on a date other than a Remittance Date, Seller shall deliver to Buyers a Notice of Prepayment in the form of Exhibit XIII. 2.3 Each Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby unless objected to in writing by Seller no more than two (2) Business Days after the date such Confirmation is received by Seller. An objection sent by Seller with respect to any Confirmation must state specifically that the writing is an objection, must specify the provision(s) of such Confirmation being objected to by Seller, must set forth such provision(s) in the manner that Seller believes such provisions should be stated, and must be received by Buyers no more than two (2) Business Days after such Confirmation is received by Seller. 2.4 No Transaction shall be terminable on demand by Buyers, other than (1) upon the occurrence and during the continuance of an Event of Default by Seller, (2) to the extent not already delivered an Eligible Asset becomes a Defaulted Asset, and/or (3) a failure by Seller to correct all exceptions noted on the Bailee's Trust Receipt or the Trust Receipt from Custodian, as applicable, as determined in the Preliminary Due Diligence Package or in the Supplemental Due Diligence Package) as a condition precedent to a Final Approval and issuance of a Confirmation, all in a manner and/or form satisfactory to Administrative Agent in its Buyers' sole discretion exercised in good faith and pursuant to documentation satisfactory to Administrative Agent, on behalf of Buyers, in its sole discretion exercised in good faith:within five (5)

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Seller may prior 2.1 Subject to the Facility Termination Dateterms and conditions set forth in this Agreement (including, without limitation, the “Transaction Conditions Precedent” specified in Section 2.2 of this Agreement) the Buyers shall from time to time request separately enter into Transactions with Seller on any Business Day from and including the Closing Date to but excluding the Termination Date and pursuant to any such Transaction, Seller shall be entitled to sell, repurchase and re-sell any assets in accordance with this Agreement; provided, however, that Administrative Agent, on behalf the aggregate Repurchase Price (excluding the Price Differential with respect to the Purchased Assets as of ▇▇▇▇▇▇, the date of determination) for all Transactions shall not exceed the Maximum Facility Amount. An agreement to enter into a Transaction shall be made in writing at the initiation of Seller as provided below. Seller shall give the Buyer written notice of each proposed Transaction and the Buyer shall inform Seller of their determination with respect to one or more New Assets by submitting a Preliminary Due Diligence Package for Administrative Agent, on behalf of Buyers’ review and approval, which approval shall any assets proposed to be in the sole discretion of Administrative Agent, as exercised in good faith. Notwithstanding anything sold to the contrary herein, Administrative Agent, on behalf of Buyers, shall have no obligation to consider for purchase any New Asset if, immediately after the purchase of such New Asset, the Aggregate Repurchase Price would exceed the Facility AmountBuyer by Seller solely in accordance with Exhibit VII attached hereto. Administrative Agent, Buyers and their respective representatives The Buyer shall have the right to review all New Assets Eligible Loans and Eligible Securities proposed to be sold to Administrative Agent, on behalf of Buyers, the Buyer in any Transaction and to conduct its own due diligence investigation of such New Assets Eligible Loans and Eligible Securities as Administrative Agent and Buyers determine is necessary in Administrative Agent’s sole discretion exercised in good faiththe Buyer determines. Notwithstanding any provision to the contrary herein or in any other Transaction Document, Administrative Agent, on behalf of ▇▇▇▇▇▇, The Buyer shall be entitled to determinemake a determination, in its sole discretion exercised in good faithdiscretion, whether a that they shall not purchase any or all of the New Asset qualifies as an Eligible Asset or whether to reject any New Asset Assets proposed to be sold to Administrative Agent, on behalf of Buyers, the Buyer by Seller, and Administrative Agent, on behalf of Buyers, shall have no obligation to enter into any Transactions, which Transactions shall be entered into in . On the sole discretion of Administrative Agent, on behalf of ▇▇▇▇▇▇, exercised in good faith. (b) Upon Administrative Agent’s receipt of a Preliminary Due Diligence Package, Administrative Agent, on behalf of Buyers, shall have the right to request a Supplemental Due Diligence Package to evaluate the proposed Transaction. Upon Administrative Agent’s receipt or waiver of such Supplemental Due Diligence Package, Administrative Agent, on behalf of Buyers, shall, in its sole discretion exercised in good faith, within three (3) Business Days, either (i) notify Seller of its intent to proceed with Purchase Date for the Transaction, together which shall be no later than fifteen (15) days after Seller has received the notice of approval of the request for transaction in accordance with Exhibit VII attached hereto and at least two (2) Business Days (unless such two (2) Business Day requirement is waived by Buyer) from the date upon which the Confirmation is fully executed by Seller and the Buyer, provided each of the Transaction Conditions Precedent shall have been satisfied (or waived by the Buyer), the Purchased Assets shall be transferred to the Buyer or its determination agent against the transfer of the Purchase Price and the Market Value for the related New Asset to an account of Seller. On each Subsequent Purchase Date, which (unless such notice, a “Preliminary Approval”two (2) or Business Day requirement is waived by Buyer) shall be no less than two (ii) deny Seller’s request. Administrative Agent’s failure to respond to Seller within three (32) Business Days following the date upon which the Confirmation is fully executed by the Buyer and Seller in accordance with Exhibit VII attached hereto, provided each of the Transaction Conditions Precedent shall have been satisfied (or waived by the Buyer), the Buyer shall transfer to the account of Seller all or the portion of the Contingent Purchase Price requested in such Confirmation. Upon the execution and delivery of any such Confirmation in connection with a Subsequent Purchase Date, such Confirmation shall supercede any previous confirmation executed and delivered in respect of the relevant Purchased Asset. 2.2 Upon agreeing to enter into a Transaction hereunder, provided each of the Transaction Conditions Precedent shall have been satisfied (or waived by the Buyer), Seller shall prepare and Seller and the Buyer shall execute a written confirmation in the form of Exhibit I attached hereto of each Transaction (a “Confirmation”) and follow all other Transaction procedures described in Exhibit VII attached hereto. In the absence of execution and delivery by the Buyer of a separate Confirmation with respect to each Purchased Asset which is the subject of a proposed Transaction, Buyer shall under no circumstances be deemed to be a denial of Seller’s request to enter into the proposed Transaction, unless Administrative Agent, on behalf of Buyers, and Seller have agreed otherwise in writing. (c) Upon Seller’s receipt of Preliminary Approval with respect to a Transaction, Seller shall, if Seller desires to enter into such Transaction or purchase such Purchased Asset. With respect to any Transaction, the Pricing Rate shall be determined initially on the Purchase Date applicable to such Transaction, and shall be reset on each Reset Date for the related Pricing Rate Period. The Buyer or its agent shall determine in accordance with the terms of this Agreement the Pricing Rate on each Reset Date for the related Pricing Rate Period and notify Seller and Custodian of such rate for such period on the Reset Date. For purposes of this Agreement, the “Transaction Conditions Precedent” shall be deemed to have been satisfied with respect to any proposed Transaction if: (a) no Default or Event of Default under this Agreement shall have occurred and be continuing as of the Purchase Date for such proposed Transaction; (b) the representations and warranties made by Seller in each of the Transaction Documents shall be true and correct in all material respects as of the Purchase Date for such Transaction; (c) except as set forth in the last paragraph of this Section 2.2, no Margin Deficit shall exist, either immediately prior to or after giving effect to the requested Transaction; (d) none of the following shall have occurred and be continuing: (i) an event or events shall have occurred in the determination of Buyer resulting in the effective absence of a “repo market” or related “lending market” for purchasing (subject to repurchase) or financing debt obligations secured by commercial mortgage loans or securities or an event or events shall have occurred resulting in Buyer not being able to finance Purchased Assets through the “repo market” or “lending market” with traditional counterparties at rates which would have been reasonable prior to the occurrence of such event or events; or (ii) an event or events shall have occurred resulting in the effective absence of a “securities market” for securities backed by Purchased Assets or an event or events shall have occurred resulting in the Buyer not being able to sell securities backed by Purchased Assets at prices which would have been reasonable prior to such event or events; or (iii) there shall have occurred a material adverse change in the “repo market” or comparable “lending market” which affects (or can reasonably be expected to affect) materially and adversely the ability of Seller to fund its obligations under this Agreement; (e) the Buyer shall have received, reviewed and approved the applicable Diligence Materials, the Purchased Asset Documents and any source documentation or supporting information referenced therein, including without limitation third party reports and in the case of CMBS securities, any related rating letters, private and public placement memoranda, and trustee reports; (f) the Buyer’s counsel shall have completed in full any legal review requested by the Buyer; (g) the Buyer shall have (A) determined, in accordance with the applicable provisions of Section 2.1 of this Agreement, that the assets proposed to be sold to the Buyer by Seller in such Transaction are Eligible Assets, (B) determined that the Purchase Price of no single asset proposed to be sold to the Buyer by Seller in such Transaction exceeds 10% of the Maximum Facility Amount (unless otherwise approved by the Buyer in its sole discretion), (C) completed all legal due diligence in respect of such Eligible Securities and/or Eligible Loans and (D) obtained internal credit approval for the inclusion of such Eligible Securities and/or Eligible Loans as Purchased Assets in a Transaction; (h) the (i) Purchase Price of any Purchased Asset sold to the Buyer under the Agreement on any Purchase Date shall not be less than $1,000,000 and (ii) the portion of the Contingent Purchase Price related to any Purchased Asset paid by the Buyer to Seller on any Purchase Date shall not be less than $1,000,000; (i) with respect to the related New Asset upon initial Transaction only, the terms set forth Buyer shall have received the Guarantee, executed and delivered by Administrative Agentan authorized officer of the Guarantor, on behalf and the Guarantee shall be satisfactory to the Buyer in form and substance; (j) with respect to the initial Transaction only, the Buyer shall have received the Pricing Letter, executed and delivered by an authorized officer of BuyersSeller; (k) with respect to the initial Transaction only, the Buyer shall have received the Custodial Agreement, executed and delivered by an authorized officer of each of the parties thereto; (l) with respect to the initial Transaction only, the Buyer shall have received an opinion of counsel to Seller with respect to due authorization, execution and delivery and enforceability and the perfection of the Buyer’s security interests in the Preliminary ApprovalNew Assets, deliver and such opinion shall be reasonably satisfactory to the documents set forth below Buyer in this Section 3(cform and substance; (m) with respect to each New Purchased Loan that is not a Table Funded Purchased Loan, the Buyer shall have received a Trust Receipt from the Custodian, and with respect to each Table Funded Purchased Loan, the Buyer shall have received an executed Bailee Agreement and a Trust Receipt (as defined in such Bailee Agreement) from the Bailee; and (n) with respect to any Purchased Asset that is acquired by Seller from an Affiliate of Seller (other than the Guarantor), the Buyers shall have received the written agreement of such Affiliate (i) consenting to Seller’s pledge of such Purchased Asset and any Collateral related Eligible Property or Properties thereto to each Buyer under this Agreement and (ii) agreeing that, if the transfer by such Affiliate to Seller is deemed to be a loan by Seller to such Affiliate, such Affiliate’s rights in respect of such Purchased Asset and any Collateral related thereto shall be subject and subordinate to the rights of the Buyers under this Agreement. The condition set forth in clause (c) above shall not apply with respect to the transfer of any Contingent Purchase Price to the extent not already delivered that such Contingent Purchase Price is applied by Buyer on the related Subsequent Purchase Date to satisfy a Margin Deficit and no Margin Deficit shall exist immediately after giving effect to such Transaction. 2.3 Upon execution by the Buyer, each Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby. 2.4 No Transaction shall be terminable on demand by the Buyer, other than (1) upon the occurrence and during the continuance of an Event of Default by Seller and/or (2) to the extent of such Eligible Assets, with respect to any Eligible Assets that become Delinquent Assets or Defaulted Assets. Seller shall be entitled to (and shall, in the Preliminary Due Diligence Package event demand is given by the Buyer pursuant to the immediately preceding sentence, in accordance with the Buyers demand) terminate a Transaction in whole or in part on demand and repurchase all or a portion of the Purchased Assets subject to a Transaction on any Business Day prior to the Repurchase Date (an “Early Repurchase Date”); provided, however, that: (a) Seller repurchases on such Early Repurchase Date, all or the portion of the Purchased Assets subject to such Transaction which Seller has elected to repurchase; (b) Seller notifies the Buyer in writing of its intent to terminate such Transaction and repurchase such Purchased Assets no less than two (2) Business Days prior to such Early Repurchase Date; and (c) on such Early Repurchase Date, Seller pays to the Buyer an amount equal to the sum of the Repurchase Price for such Transaction (or, in the case of a termination of a Transaction in part an amount acceptable to the Buyer in its sole discretion, but not more than such Repurchase Price), and any other amounts payable under this Agreement (including, without limitation, Section 2.10 of this Agreement) with respect to such Transaction against transfer to Seller or its agent of such Purchased Assets. Such notice shall set forth the Early Repurchase Date and shall identify with particularity the Purchased Assets to be repurchased on such Early Repurchase Date. 2.5 On the Repurchase Date for a Transaction, termination of such Transaction shall be effected by transfer to Seller or its agent of the applicable Purchased Assets and any Income in respect thereof received by the Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Section 4 of this Agreement) against the simultaneous transfer of the applicable Repurchase Price to an account of the Buyer. 2.6 Seller shall reimburse the Buyer for all reasonable fees, costs, disbursements and expenses of legal counsel associated with the preparation, negotiation and consummation of this Agreement and related documentation. To the extent not previously covered in this Section 2.6, Seller shall reimburse the Buyer for all reasonable costs and expenses incurred by the Buyer for establishing and maintaining the facility created by this Agreement, including all expenses for due diligence, travel and fees and disbursements of its counsel. 2.7 If prior to the first day of any Pricing Rate Period with respect to any Transaction, (i) the Buyer shall have determined (which determination shall be conclusive and binding upon Seller) that, by reason of circumstances affecting the relevant market, adequate means do not exist for ascertaining the LIBO Rate for such Pricing Rate Period, or (ii) the LIBO Rate determined or to be determined for such Pricing Rate Period will not adequately and fairly reflect the cost to the Buyer (as determined and certified by the Buyer) of making or maintaining Transactions during such Pricing Rate Period, the Buyer shall give facsimile or telephonic notice thereof to Seller as soon as practicable thereafter. If such notice is given, the Pricing Rate with respect to such Transaction for such Pricing Rate Period, and for any subsequent Pricing Rate Periods until such notice has been withdrawn by the Buyer, shall be a per annum rate (the “Alternative Rate”) equal to a rate determined based on an index approximating the behavior of LIBOR as determined by the Buyer (which may be the Federal Funds Opening Rate). 2.8 Notwithstanding any other provision herein, if the adoption of or any change in any Requirement of Law or in the Supplemental Due Diligence Packageinterpretation or application thereof shall make it unlawful for any Buyer to effect Transactions as contemplated by the Transaction Documents, (a) the commitment of such Buyer hereunder to enter into new Transactions and to continue Transactions as such shall forthwith be canceled, and (b) the Transactions then outstanding shall be converted automatically to Alternative Rate Transactions on the last day of the then current Pricing Rate Period or within such earlier period as may be required by law. If any such conversion of a Transaction occurs on a day which is not the last day of the then current Pricing Rate Period with respect to such Transaction, Seller shall pay to the Buyer such amounts, if any, as may be required pursuant to Section 2.10 of this Agreement. 2.9 Upon demand by the Buyer, Seller shall indemnify the Buyer and hold the Buyer harmless from any net loss or expense (not to include any lost profit or opportunity cost or redeployment costs) (including, without limitation, attorneys’ fees and disbursements of external counsel) which the Buyer may sustain or incur as a condition precedent to a Final Approval and issuance consequence of (i) default by Seller in selling Eligible Securities or Eligible Loans after Seller has notified the Buyer of a Confirmationproposed Transaction and the Buyer have agreed to purchase such Eligible Securities or Eligible Loans in accordance with the provisions of this Agreement (including, all but not limited to, a default by Seller in selling Eligible Securities and Eligible Loans on the Purchase Date as set forth in an irrevocable notice in accordance with Section 2.1 hereto), (ii) any payment of the Repurchase Price on any day other than a manner and/or form satisfactory Remittance Date or (iii) default by Seller in terminating any Transaction after Seller has given a notice in accordance with Section 2.4 of a termination of a Transaction (in each case of (i)-(iii) above, including, without limitation, any such loss or expense in the nature of a LIBOR breakage cost attributable thereto arising from fees payable to Administrative Agent terminate the deposits from which such funds were obtained). As a condition to Seller’s liability under this paragraph, the Buyer shall promptly deliver to Seller a certificate as to such actual out-of-pocket costs, losses, damages and expenses, setting forth the calculations therefor and including any available supporting documentation, which certificate shall be conclusive and binding on Seller in its sole discretion exercised the absence of manifest error. 2.10 If the adoption of or any change in good faith and pursuant to documentation satisfactory to Administrative Agent, on behalf any Requirement of Buyers, Law or in its sole discretion exercised in good faith:the interpretation or application thereof by any Governmental Authority or compliance b

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Subject to the terms and conditions set forth in this Agreement (including, without limitation, the “Transaction Conditions Precedent” specified in Section 3(b) of this Agreement), an agreement to enter into a Transaction shall be made in writing at the initiation of Seller may as provided below; provided, however, that (i) the aggregate outstanding Purchase Price at any time for all Transactions shall not exceed the Facility Amount, (ii) Buyer shall not have any obligation to enter into Transactions with Seller after the occurrence and during the continuance of a Default or an Event of Default or during the thirty (30) day period immediately prior to the Facility Termination Expiration Date, and (iii) this Agreement is not a commitment to enter into Transactions but rather sets forth the procedures to be used in connection with periodic requests to enter into Transactions and Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement. Seller may, from time to time request that Administrative Agenttime, on behalf submit to Buyer a Transaction Request, in the form of ▇▇▇▇▇▇Exhibit VIII attached hereto, for Buyer’s review and approval in order to enter into a Transaction with respect to one or more New Assets by submitting any Eligible Loan that Seller proposes to be included as Collateral under this Agreement. Upon Buyer’s receipt of a Preliminary complete Due Diligence Package Package, Buyer shall have the right to request, in Buyer’s good faith business judgment, additional diligence materials and deliveries with respect to the applicable Eligible Loan, to the extent necessary for Administrative Agentthe Buyer’s underwriting of such Eligible Loan. Upon Buyer’s receipt of the Transaction Request and diligence materials, on behalf Buyer shall use commercially reasonable efforts to within ten (10) Business Days and following receipt of Buyers’ review and internal credit approval, which approval either (i) notify Seller of the Purchase Price and the Market Value for the Eligible Loan or (ii) deny Seller’s request for a Transaction. Buyer’s failure to respond to Seller within ten (10) Business Days, as applicable, shall be deemed to be a denial of Seller’s request for a Transaction, unless Buyer and Seller have agreed otherwise in the sole discretion of Administrative Agent, as exercised in good faithwriting. Notwithstanding anything to the contrary herein, Administrative Agent, on behalf of Buyers, shall have no obligation to consider for purchase any New Asset if, immediately after the purchase of such New Asset, the Aggregate Repurchase Price would exceed the Facility Amount. Administrative Agent, Buyers and their respective representatives Buyer shall have the right to review all New Assets Eligible Loans proposed to be sold to Administrative Agent, on behalf of Buyers, Buyer in any Transaction and to conduct its own due diligence investigation of such New Assets Eligible Loans as Administrative Agent and Buyers determine is necessary in Administrative Agent’s sole discretion exercised in good faithBuyer reasonably determines. Notwithstanding any provision to the contrary herein or in any other Transaction Document, Administrative Agent, on behalf of ▇▇▇▇▇▇, Buyer shall be entitled to determinemake a determination, in its sole discretion exercised in good faithdiscretion, whether a New Asset qualifies as an that it shall or shall not purchase any or all of the Eligible Asset or whether to reject any New Asset Loans proposed to be sold to Administrative Agent, on behalf of Buyers, Buyer by Seller, and Administrative Agent, on behalf of Buyers, shall have no obligation to enter into any Transactions, . On the Purchase Date for the Transaction which Transactions shall be entered into in on a date mutually agreed upon by Buyer and Seller following the sole discretion approval of Administrative Agentan Eligible Loan by Buyer, on behalf the Purchased Loan shall be transferred to Buyer against the transfer of ▇▇▇▇▇▇, exercised in good faiththe Purchase Price to an account of Seller. (b) Upon Administrative Agent’s receipt agreeing to enter into a Transaction hereunder, provided each of the Transaction Conditions Precedent shall have been satisfied (or waived by Buyer), Buyer shall promptly deliver to Seller a Preliminary Due Diligence Package, Administrative Agent, on behalf written confirmation in the form of BuyersExhibit I attached hereto of each Transaction (a “Confirmation”). Such Confirmation shall describe the Purchased Loans, shall have the right to request a Supplemental Due Diligence Package to evaluate the proposed Transaction. Upon Administrative Agent’s receipt or waiver of such Supplemental Due Diligence Packageidentify Buyer and Seller, Administrative Agent, on behalf of Buyers, shall, in its sole discretion exercised in good faith, within three (3) Business Days, either and shall set forth: (i) notify Seller of its intent to proceed with the Transaction, together with its determination of Purchase Date, (ii) (iii) (iv) the Purchase Price and for such Purchased Loan, the Market Value for Repurchase Date, the related New Asset (such noticePricing Rate, a “Preliminary Approval”) or (ii) deny Seller’s request. Administrative Agent’s failure to respond to Seller within three (3) Business Days shall be deemed to be a denial of Seller’s request to enter into the proposed Transaction, unless Administrative Agent, on behalf of Buyers, and Seller have agreed otherwise in writing. (c) Upon Seller’s receipt of Preliminary Approval with respect to a Transaction, Seller shall, if Seller desires to enter into such Transaction with respect to the related New Asset upon the terms set forth by Administrative Agent, on behalf of Buyers, in the Preliminary Approval, deliver the documents set forth below in this Section 3(c) with respect to each New Asset and related Eligible Property or Properties (to the extent not already delivered in the Preliminary Due Diligence Package or in the Supplemental Due Diligence Package) as a condition precedent to a Final Approval and issuance of a Confirmation, all in a manner and/or form satisfactory to Administrative Agent in its sole discretion exercised in good faith and pursuant to documentation satisfactory to Administrative Agent, on behalf of Buyers, in its sole discretion exercised in good faith:and

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Seller may prior to the Facility Termination Date, from time to time request that Administrative Agent, on behalf of ▇▇▇▇▇▇, Buyer enter into a Transaction with respect to one or more New Assets by submitting a Preliminary Due Diligence Package for Administrative Agent, on behalf of Buyers’ Buyer’s review and approval, which approval shall be in the Buyer’s sole discretion of Administrative Agent, as exercised in good faithdiscretion. Notwithstanding anything to the contrary herein, Administrative Agent, on behalf of Buyers, Buyer shall have no obligation to consider for purchase any New Asset if, immediately after the purchase of such New Asset, the Aggregate Repurchase Price would exceed the Facility Amount. Administrative Agent, Buyers Buyer and their respective its representatives shall have the right to review all New Assets proposed to be sold to Administrative Agent, on behalf of Buyers, Buyer in any Transaction and to conduct its own due diligence investigation of such New Assets as Administrative Agent and Buyers determine Buyer determines is necessary in Administrative AgentBuyer’s sole discretion exercised in good faithdiscretion. Notwithstanding any provision to the contrary herein or in any other Transaction Document, Administrative Agent, on behalf of ▇▇▇▇▇▇, Buyer shall be entitled to determine, in its sole discretion exercised in good faithdiscretion, whether a New Asset qualifies as an Eligible Asset or whether to reject any New Asset proposed to be sold to Administrative Agent, on behalf of Buyers, Buyer by Seller, and Administrative Agent, on behalf of Buyers, shall have no obligation to enter into any Transactions, which Transactions shall be entered into in the sole discretion of Administrative Agent, on behalf of ▇▇▇▇▇▇, exercised in good faith. (b) Upon Administrative AgentBuyer’s receipt of a Preliminary Due Diligence Package, Administrative Agent, on behalf of Buyers, Buyer shall have the right to request a Supplemental Due Diligence Package to evaluate the proposed Transaction. Upon Administrative Agent’s receipt or waiver of such Supplemental Due Diligence PackageNot less than two (2) Business Days prior to the Purchase Date requested by Seller in writing for the proposed Transaction, Administrative Agent, on behalf of Buyers, Buyer shall, in its sole discretion exercised in good faith, within three (3) Business Daysdiscretion, either (i) notify Seller of its intent to proceed with the Transaction, Transaction together with its determination of the Purchase Price Price, Pricing Rate, Maximum Purchase Percentage and the Market Value for the related New Asset (such notice, a “Preliminary Approval”) or (ii) deny Seller’s request. Administrative AgentBuyer’s failure to respond to Seller within three such two (32) Business Days Day period shall be deemed to be a denial of Seller’s request to enter into the proposed Transaction, unless Administrative Agent, on behalf of Buyers, Buyer and Seller have agreed otherwise in writing. (c) Upon Seller’s receipt of Preliminary Approval with respect to a Transaction, Seller shall, if Seller desires to enter into such Transaction with respect to the related New Asset upon the terms set forth by Administrative Agent, on behalf of Buyers, Buyer in the Preliminary Approval, deliver copies of the documents set forth below in this Section 3(c) with respect to each New Asset and related Eligible Property or Properties (to the extent not already delivered in the Preliminary Due Diligence Package or in the Supplemental Due Diligence Package) as a condition precedent to a Final Approval and issuance of a Confirmation, all in a manner and/or form satisfactory to Administrative Agent Buyer in its sole discretion exercised in good faith and pursuant to documentation satisfactory to Administrative Agent, on behalf of Buyers, Buyer in its sole discretion exercised in good faithdiscretion:

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Seller may may, from time to time, prior to the Facility Termination Date, from time to time request that Administrative Agent, on behalf of ▇▇▇▇▇▇, Buyer enter into a Transaction with respect to one or more New Assets Assets. Seller shall initiate each request by submitting a Preliminary Due Diligence Package for Administrative Agent, on behalf of Buyers’ Buyer’s review and approval, which approval shall be in the Buyer’s sole discretion of Administrative Agent, as exercised in good faithfaith discretion. Notwithstanding anything to the contrary herein, Administrative Agent, on behalf of Buyers, Buyer shall have no obligation to consider for purchase any New Asset if, immediately after the purchase of such New Asset, (i) the Aggregate Repurchase Price (including the proposed Purchase Price of such New Asset) would exceed the Facility AmountAmount or (ii) the Aggregate Foreign Asset Repurchase Price (including the proposed Purchase Price of such New Asset if it is a New Foreign Asset) would exceed the Foreign Asset Facility Sub-Limit. Administrative Agent, Buyers Buyer and their respective its representatives shall have the right to review all New Assets proposed to be sold to Administrative Agent, on behalf of Buyers, Buyer in any Transaction and to conduct its own due diligence investigation of such New Assets as Administrative Agent and Buyers determine Buyer determines is necessary in Administrative AgentBuyer’s sole discretion exercised in good faithfaith discretion. Notwithstanding any provision to the contrary herein or in any other Transaction Document, Administrative Agent, on behalf of ▇▇▇▇▇▇, Buyer shall be entitled to determinemake a determination, in its Buyer’s sole discretion exercised in good faithfaith discretion, whether a New Asset qualifies as an Eligible Asset or whether to reject any New Asset proposed to be sold to Administrative Agent, on behalf of Buyers, Buyer by Seller, and Administrative Agent, on behalf of Buyers, shall have no obligation to enter into any Transactions, which Transactions shall be entered into in the sole discretion of Administrative Agent, on behalf of ▇▇▇▇▇▇, exercised in good faith. (b) Upon Administrative AgentBuyer’s receipt of a Preliminary Due Diligence PackagePackage with respect to a New Asset, Administrative Agent, on behalf of Buyers, Buyer shall have the right to request a Supplemental Due Diligence Package to evaluate the proposed Transactionsuch New Asset. Upon Administrative AgentBuyer’s receipt or waiver of such Supplemental Due Diligence PackagePackage or Buyer’s waiver thereof, Administrative Agent, on behalf of Buyers, Buyer shall, in its sole discretion exercised in good faith, within three five (35) Business Days, either (i) notify Seller of its Buyer’s intent to proceed with the Transaction, together with Transaction and of its determination of with respect to the Purchase Price and the Market Value for the related New Asset (such notice, a “Preliminary Approval”) or (ii) deny deny, in Buyer’s sole good faith discretion, Seller’s requestrequest for the applicable Transaction. Administrative AgentBuyer’s failure to respond to Seller within three five (35) Business Days Days, as applicable, shall be deemed to be a denial of Seller’s request to enter into the proposed Transaction, unless Administrative Agent, on behalf of Buyers, Buyer and Seller have agreed otherwise in writing. (c) Upon Seller’s receipt of Buyer’s Preliminary Approval with respect to a Transaction, Seller shall, if Seller desires to enter into such Transaction with respect to the related New Asset upon the terms set forth by Administrative Agent, on behalf of Buyers, Buyer in the its Preliminary Approval, deliver the documents set forth below in this Section 3(c) with respect to each New Asset and related Eligible Property or Properties (to the extent not already delivered in the Preliminary Due Diligence Package or in the Supplemental Due Diligence Package) as a condition precedent to a Buyer’s Final Approval and issuance of a Confirmation, all in a manner and/or form satisfactory to Administrative Agent Buyer in its Buyer’s sole discretion exercised in good faith discretion and pursuant to documentation satisfactory to Administrative Agent, on behalf of Buyers, Buyer in its Buyer’s sole discretion exercised in good faithfaith discretion:

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Seller may prior Subject to the Facility Termination Dateterms and conditions set forth in this Agreement (including, from time without limitation, the "Transaction Conditions Precedent" specified in Section 3(b) of this Agreement), an agreement to time request that Administrative Agent, on behalf of ▇▇▇▇▇▇, enter into a Transaction shall be made in writing at the initiation of Seller as provided below; provided, however, that (i) the aggregate Repurchase Price (excluding the Price Differential with respect to one or more New Assets by submitting a Preliminary Due Diligence Package the Purchased Securities and Purchased Loans as of the date of determination) for Administrative Agent, on behalf of Buyers’ review and approval, which approval all Transactions shall be in the sole discretion of Administrative Agent, as exercised in good faith. Notwithstanding anything to the contrary herein, Administrative Agent, on behalf of Buyers, shall have no obligation to consider for purchase any New Asset if, immediately after the purchase of such New Asset, the Aggregate Repurchase Price would not exceed the Facility AmountAmount and (ii) the Buyer shall not have any obligation to enter into Transactions with the Seller after the Business Day prior to the three year anniversary date of the date of the Agreement. Administrative Agent, Buyers Seller shall give Buyer written notice of each proposed Transaction and their respective representatives Buyer shall inform Seller of its determination with respect to any assets proposed to be sold to Buyer by Seller solely in accordance with Exhibit VIII attached hereto. Buyer shall have the right to review all New Assets Eligible Loans and Eligible Securities proposed to be sold to Administrative Agent, on behalf of Buyers, Buyer in any Transaction and to conduct its own due diligence investigation of such New Eligible Loans and Eligible Securities as Buyer reasonably determines. Buyer shall be entitled to make a determination, in the exercise of its good faith business judgment, that it shall or shall not purchase any or all of the assets proposed to be sold to Buyer by Seller. On the Purchase Date for the Transaction which shall be not less than three (3) Business Days following the approval of an Eligible Loan or an Eligible Security by the Buyer in accordance with Exhibit VIII hereto, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (b) Upon Buyer agreeing to enter into a Transaction hereunder, provided each of the Transaction Conditions Precedent (as hereinafter defined) shall have been satisfied (or waived by Buyer), Buyer shall promptly deliver to Seller a written confirmation in the form of Exhibit I attached hereto of each Transaction (a "Confirmation"). Such Confirmation shall describe the Purchased Securities (including CUSIP number, if any) and/or Purchased Loans, shall identify Buyer and Seller, and shall set forth: (i) the Purchase Date, (ii) the Purchase Price for such Purchased Securities and/or Purchased Loans, (iii) the Repurchase Date, (iv) the Pricing Rate applicable to the Transaction (including the Applicable Spread) and (v) any additional terms or conditions not inconsistent with this Agreement. With respect to any Transaction, the Pricing Rate shall be determined initially on the Pricing Rate Determination Date applicable to the first Pricing Rate Period for such Transaction, and shall be reset on each Reset Date for the next succeeding Pricing Rate Period for such Transaction. Buyer or its agent shall determine in accordance with the terms of this Agreement the Pricing Rate on each Pricing Rate Determination Date for the related Pricing Rate Period and notify Seller of such rate for such period on the Reset Date. For purposes of this Section 3(b), the "Transaction Conditions Precedent" shall be deemed to have been satisfied with respect to any proposed Transaction if: (A) no Default or Event of Default under this Agreement shall have occurred and be continuing as of the Purchase Date for such proposed Transaction; (B) Seller shall have certified to Buyer in writing the acquisition cost of such Assets (including therein reasonable supporting documentation required by the Buyer, if any); (C) the representations and warranties made by Seller in any of the Transaction Documents shall be true and correct in all material respects as Administrative Agent of the Purchase Date for such Transaction (except to the extent such representations and Buyers determine warranties are made as of a particular date); (D) Buyer shall have (A) determined, in accordance with the applicable provisions of Section 3(a) of this Agreement, that the Assets proposed to be sold to Buyer by Seller in such Transaction are Eligible Securities and/or Eligible Loans and (B) obtained internal credit approval for the inclusion of such Eligible Securities and/or Eligible Loans as Purchased Securities and/or Purchased Loans in a Transaction and that following the consummation of the proposed Transaction, the Concentration Limits shall be satisfied; (E) Seller shall have paid to Buyer the Usage Fee due and payable (which amount, upon the agreement of Buyer and Seller, may be held back from funds remitted to Seller by Buyer); and (F) with respect to any proposed Transaction for Securities in the event the Seller or an Affiliate of the Seller owns the Related Securities, the Seller shall have caused ownership of the Related Securities to be transferred to the Seller simultaneous with or prior to the purchase of the Purchased Securities by Buyer and delivered to the Buyer a power of attorney, bond powers and any other documentation reasonably required by the Buyer sufficient to permit the Buyer upon the occurrence and during the continuance of an Event of Default to register the transfer of the Related Securities from Seller to Buyer or its designee. (c) Each Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby unless specific objection is necessary made no less than three (3) Business Days after the date thereof. In the event of any conflict between the terms of such Confirmation and the terms of this Agreement, the Confirmation shall prevail. An objection with respect to any Confirmation must state specifically that the writing is an objection, must specify the provision(s) of such Confirmation being objected to by Seller, must set forth such provision(s) in Administrative Agent’s sole discretion exercised the manner that the Seller believes such provisions should be stated, and must be received by Buyer no more than three (3) Business Days after such Confirmation is received by Seller. (d) No Transaction shall be terminable on demand by Buyer (other than upon the occurrence and during the continuance of an Event of Default by Seller). Seller shall be entitled to terminate a Transaction in whole or in part on demand and repurchase all or a portion of the Purchased Securities and/or Purchased Loans subject to a Transaction on any Business Day prior to the Repurchase Date (an "Early Repurchase Date"); provided, however, that: (i) Seller repurchases on such Early Repurchase Date, all or the applicable portion of the Purchased Securities and/or Purchased Loans subject to such Transaction which Seller has elected to repurchase, (ii) Seller notifies Buyer in writing of its intent to terminate such Transaction and repurchase such Purchased Securities and/or Purchased Loans no later than five (5) Business Days prior to such Early Repurchase Date, (iii) on such Early Repurchase Date Seller pays to Buyer an amount equal to the sum of the Repurchase Price for such Transaction (or, in the case of a termination of a Transaction in part an amount acceptable to the Buyer in the exercise of its good faithfaith business judgment but not more than such Repurchase Price), the Exit Fee, if any, and any other amounts payable under this Agreement (including, without limitation, Section 3(i) of this Agreement) with respect to such Transaction against transfer to the Seller or its agent of such Purchased Securities and/or Purchased Loans, and (iv) on such Early Repurchase Date, in addition to the amounts set forth in subclause (iii) above, Seller pays to Buyer, on account of each Purchased Security or Purchased Loan not subject to termination, an amount sufficient to reduce the Repurchase Price for each Purchased Security and each Purchased Loan to the Target Price for each such Purchased Security and Purchased Loan. Such notice shall set forth the Early Repurchase Date and shall identify with particularity the Purchased Securities and/or Purchased Loans to be repurchased on such Early Repurchase Date. (e) On the Repurchase Date, termination of the Transactions will be effected by transfer to Seller or its agent of the Purchased Securities and Purchased Loans and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Section 5 of this Agreement) against the simultaneous transfer of the Repurchase Price to an account of Buyer. Notwithstanding any provision the foregoing, provided all of the Extension Conditions (as hereinafter defined) shall have been satisfied, the Repurchase Date shall be extended with respect to all of the Transactions until the first (1st) anniversary of the originally scheduled Repurchase Date (or if such day is not a Business Day, the next succeeding Business Day) (all of the other terms and conditions of such Transactions remaining the same). For purposes of the preceding sentence, the "Extension Conditions" shall be deemed to have been satisfied if: (i) Seller shall have given Buyer written notice, not less than thirty (30) days prior to the contrary herein originally scheduled Repurchase Date, of Seller's desire to extend the Repurchase Date; provided; that if Seller fails to give such notice, the Seller shall be deemed to have notified Buyer of its desire to extend the originally scheduled Repurchase Date, (ii) no Default or Event of Default under this Agreement shall have occurred and be continuing as of the originally scheduled Repurchase Date, (iii) Seller shall have paid Buyer an extension fee in any other Transaction Document, Administrative Agent, on behalf an amount equal to one-quarter of one percent (0.25%) of the aggregate outstanding ▇▇▇▇▇▇, shall be entitled to determine, in its sole discretion exercised in good faith, whether a New Asset qualifies as an Eligible Asset or whether to reject any New Asset proposed to be sold to Administrative Agent, on behalf of Buyers, by Seller, and Administrative Agent, on behalf of Buyers, shall have no obligation to enter into any Transactions, which Transactions shall be entered into in the sole discretion of Administrative Agent, on behalf of ▇▇▇▇▇▇▇ Price of all Transactions as of the Business Day prior to the third anniversary of the date of this Agreement, exercised and (iv) on the originally scheduled Repurchase Date, in good faithaddition to the amounts set forth in subclause (iii) above, Seller pays to Buyer, on account of each Purchased Security or Purchased Loan, an amount sufficient to reduce the Repurchase Price for each Purchased Security and each Purchased Loan to the Target Price for each such Purchased Security and Purchased Loan. In the event the Repurchase Date is extended pursuant to this Section 3(e) of this Agreement, then Seller shall be required to terminate all Transactions in part (without the payment of any Exit Fee if the termination payment is not made in connection with an Early Repurchase Date) by paying 25%, 50% and 75% of the aggregate outstanding Repurchase Price, determined as of the Business Day prior to the third anniversary of the date of this Agreement, by not later than the later of the Remittance Dates occurring in March, June and September 2008, respectively (including, without limitation, by terminating Transactions on demand on Early Repurchase Dates pursuant to Section 3(d))and by paying any unpaid portion of the Repurchase Price of all Transactions on the Repurchase Date. (b) Upon Administrative Agent’s receipt of a Preliminary Due Diligence Package, Administrative Agent, on behalf of Buyers, shall have the right to request a Supplemental Due Diligence Package to evaluate the proposed Transaction. Upon Administrative Agent’s receipt or waiver of such Supplemental Due Diligence Package, Administrative Agent, on behalf of Buyers, shall, in its sole discretion exercised in good faith, within three (3) Business Days, either (i) notify On each Purchase Date, Seller of its intent shall pay Buyer a usage fee (a "Usage Fee") in an amount equal to proceed with the Transaction, together with its determination 0.60% of the Purchase Price specified in the related Confirmation with respect to such Transaction. (ii) Seller shall pay Buyer the Exit Fee with respect to any Transaction which is terminated for any reason (other than an Event of Default on the part of the Buyer) prior to the Repurchase Date; provided, that the Exit Fee shall be waived by the Buyer if the reason for the termination is (1) principal payments (including prepayments and repayments) received on the related Purchased Securities or Purchased Loans (whether at maturity or otherwise), (2) the related Purchased Securities or Purchased Loans are simultaneously included in a collateralized debt obligation securitization transaction where Deutsche Bank Securities Inc. acts as sole lead manager and sole book runner or (3) the Market Value determined by the Buyer for such Purchased Securities or Purchased Loans has decreased by more than 25% from such Market Value as of the related New Asset Purchase Date. (g) If prior to the first day of any Pricing Rate Period with respect to any Transaction, (i) Buyer shall have determined in the exercise of its reasonable business judgment (which determination shall be conclusive and binding upon Seller) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBO Rate for such noticePricing Rate Period, a “Preliminary Approval”) or (ii) deny Seller’s request. Administrative Agent’s failure the LIBO Rate determined or to respond be determined for such Pricing Rate Period will not adequately and fairly reflect the cost to Buyer (as determined and certified by Buyer) of making or maintaining Transactions during such Pricing Rate Period, Buyer shall give telecopy or telephonic notice thereof to Seller within three (3) Business Days as soon as practicable thereafter. If such notice is given, the Pricing Rate with respect to such Transaction for such Pricing Rate Period, and for any subsequent Pricing Rate Periods until such notice has been withdrawn by Buyer, shall be deemed a per annum rate equal to be a denial the Federal Funds Rate plus the Applicable Spread (the "Alternative Rate"). (h) Notwithstanding any other provision herein, if the adoption of Seller’s request or any change in any Requirement of Law or in the interpretation or application thereof shall make it unlawful for Buyer to effect Transactions as contemplated by the Transaction Documents, (a) the commitment of Buyer hereunder to enter into the proposed Transaction, unless Administrative Agent, on behalf of Buyersnew Transactions and to continue Transactions as such shall forthwith be canceled, and Seller have agreed otherwise in writing. (cb) Upon Seller’s receipt the Transactions then outstanding shall be converted automatically to Alternative Rate Transactions on the last day of Preliminary Approval the then current Pricing Rate Period or within such earlier period as may be required by law. If any such conversion of a Transaction occurs on a day which is not the last day of the then current Pricing Rate Period with respect to a such Transaction, Seller shallshall pay to Buyer such amounts, if Seller desires to enter into such Transaction with respect to the related New Asset upon the terms set forth by Administrative Agentany, on behalf of Buyers, in the Preliminary Approval, deliver the documents set forth below in this Section 3(c) with respect to each New Asset and related Eligible Property or Properties (to the extent not already delivered in the Preliminary Due Diligence Package or in the Supplemental Due Diligence Package) as a condition precedent to a Final Approval and issuance of a Confirmation, all in a manner and/or form satisfactory to Administrative Agent in its sole discretion exercised in good faith and may be required pursuant to documentation satisfactory to Administrative Agent, on behalf Section 3(i) of Buyers, in its sole discretion exercised in good faith:this Agreement.

INITIATION; CONFIRMATION; TERMINATION; FEES. The provisions of Paragraph 3 of the Agreement (“Initiation; Confirmation; Termination”) are hereby deleted and replaced in their respective entireties by the following provisions of this Section 3: (a) Seller may may, from time to time, prior to the Facility Termination Date, from time to time request that Administrative Agent, on behalf of ▇▇▇▇▇▇, Buyer enter into a Transaction with respect to one or more New Assets Loans. Seller shall initiate each request by submitting a Preliminary Due Diligence Package for Administrative Agent, on behalf of Buyers’ Buyer’s review and approval, which approval shall be in the sole discretion of Administrative Agent, as exercised in good faith. Notwithstanding anything to the contrary herein, Administrative Agent, on behalf of Buyers, Buyer shall have no obligation to consider for purchase any New Asset if, immediately after the purchase of such New Asset, the Aggregate proposed Transaction which has an aggregate Repurchase Price would exceed (excluding the Price Differential with respect to the Purchased Loans as of the date of determination) that when combined with all Purchased Loans which have not been repurchased by Seller exceeds the Facility Amount. Administrative AgentBuyer shall determine, Buyers in its sole and their respective representatives absolute discretion, whether a New Loan qualifies as an Eligible Loan. Buyer shall have the right to review all New Assets Loans proposed to be sold to Administrative Agent, on behalf of Buyers, Buyer in any Transaction and to conduct its own due diligence investigation of such New Assets Loans as Administrative Agent and Buyers determine Buyer determines is necessary in Administrative Agent’s sole discretion exercised in good faithreasonably necessary. Seller agrees to promptly reimburse Buyer for its Diligence Fees upon request for payment or reimbursement thereof. Notwithstanding any provision to the contrary herein or in any other Transaction Document, Administrative Agent, on behalf of ▇▇▇▇▇▇, Buyer shall be entitled to determinemake a determination, in its sole discretion exercised in good faithand absolute discretion, whether a that it shall not purchase any or all of the New Asset qualifies as an Eligible Asset or whether to reject any New Asset Loans proposed to be sold to Administrative Agent, on behalf of Buyers, Buyer by Seller, and Administrative Agent, on behalf of Buyers, shall have no obligation to enter into any Transactions, which Transactions shall be entered into in the sole discretion of Administrative Agent, on behalf of ▇▇▇▇▇▇, exercised in good faith. (b) Upon Administrative AgentBuyer’s receipt of a complete Preliminary Due Diligence PackagePackage with respect to a proposed Transaction, Administrative Agent, on behalf of Buyers, Buyer shall have the right within five (5) Business Days, to request in a Supplemental Due Diligence Package List such additional Diligence Materials and deliveries that Buyer deems necessary to properly evaluate the proposed TransactionNew Loans. Upon Administrative Agent’s receipt or waiver of such Supplemental Due Diligence Package, Administrative Agent, on behalf of Buyers, shall, in its sole discretion exercised in good faith, within three (3) Business Days, either (i) notify Seller of its intent to proceed with the Transaction, together with its determination of the Purchase Price and the Market Value for the related New Asset (such notice, a “Preliminary Approval”) or (ii) deny Seller’s request. Administrative AgentBuyer’s failure to respond to Seller within three (3) Business Days shall be deemed to be a denial of Seller’s request to enter into the proposed Transaction, unless Administrative Agent, on behalf of Buyers, Buyer and Seller have agreed otherwise in writing. Notwithstanding anything to the contrary herein, Buyer may deny, in Buyer’s sole and absolute discretion, Seller’s request for a Transaction at any time prior to the issuance of a Confirmation irrespective of Buyer’s request for additional Diligence Materials.” (c) Upon Seller’s receipt of Preliminary Approval with respect to a Transaction, Seller shall, if Seller desires to enter into such Transaction with respect to the related New Asset Loans upon the terms set forth by Administrative AgentBuyer with respect to its determination of Market Value and Purchase Price for the related New Loans, on behalf of Buyers, in satisfy the Preliminary Approval, deliver the documents conditions set forth below in this Section 3(c) with respect to each New Asset and related Eligible Property or Properties (to the extent not already delivered in the Preliminary Due Diligence Package or in the Supplemental Due Diligence Package) Loan as a condition precedent to a Buyer’s Final Approval and issuance of a Confirmation(as defined below), all in a manner and/or form reasonably satisfactory to Administrative Agent in its sole discretion exercised in good faith Buyer and pursuant to documentation reasonably satisfactory to Administrative Agent, on behalf of Buyers, in its sole discretion exercised in good faithBuyer:

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Seller may prior to the Facility Termination Datemay, from time to time time, prior to October 25, 2014 (the “Outside Date”), request that Administrative Agent, on behalf of ▇▇▇▇▇▇, Buyer enter into a Transaction with respect to one or more New Assets Loans. Seller shall initiate each request by submitting a Preliminary Due Diligence Package for Administrative Agent, on behalf of Buyers’ Buyer’s review and approval, which approval shall be in the Buyer’s sole discretion of Administrative Agent, as exercised in good faithdiscretion. Notwithstanding anything to the contrary herein, Administrative Agent, on behalf of Buyers, Buyer shall have no obligation to consider for purchase any New Asset Loan if, immediately after the purchase of such New AssetLoan, the Aggregate Repurchase Price (including the proposed Purchase Price of such New Loan) would exceed the Facility Amount. Administrative Agent, Buyers Buyer and their respective its representatives shall have the right to review all New Assets Loans proposed to be sold to Administrative Agent, on behalf of Buyers, Buyer in any Transaction and to conduct its own due diligence investigation of such New Assets Loans as Administrative Agent and Buyers determine Buyer determines is necessary in Administrative AgentBuyer’s sole discretion exercised in good faithdiscretion. Notwithstanding any provision to the contrary herein or in any other Transaction Document, Administrative Agent, on behalf of ▇▇▇▇▇▇, Buyer shall be entitled to determinemake a determination, in its sole discretion exercised in good faithdiscretion, whether a New Asset Loan qualifies as an Eligible Asset Loan or whether to reject any New Asset Loan proposed to be sold to Administrative Agent, on behalf of Buyers, Buyer by Seller, and Administrative Agent, on behalf of Buyers, shall have no obligation to enter into any Transactions, which Transactions shall be entered into in the sole discretion of Administrative Agent, on behalf of ▇▇▇▇▇▇, exercised in good faith. (b) Upon Administrative AgentBuyer’s receipt of a Preliminary Due Diligence PackagePackage with respect to a New Loan, Administrative Agent, on behalf of Buyers, Buyer shall have the right to request a Supplemental Due Diligence Package to evaluate the proposed Transactionsuch New Loan. Upon Administrative AgentBuyer’s receipt or waiver of such Supplemental Due Diligence PackagePackage or Buyer’s waiver thereof, Administrative Agent, on behalf of Buyers, Buyer shall, in its sole discretion exercised in good faith, within three five (35) Business Days, either (i) notify Seller of its Buyer’s intent to proceed with the Transaction, together with Transaction and of its determination of with respect to the Purchase Price and the Market Value for the related New Asset Loan (such notice, a “Preliminary Approval”) or (ii) deny deny, in Buyer’s sole discretion, Seller’s requestrequest for the applicable Transaction. Administrative AgentBuyer’s failure to respond to Seller within three five (35) Business Days Days, as applicable, shall be deemed to be a denial of Seller’s request to enter into the proposed Transaction, unless Administrative Agent, on behalf of Buyers, Buyer and Seller have agreed otherwise in writing. (c) Upon Seller’s receipt of Buyer’s Preliminary Approval with respect to a Transaction, Seller shall, if Seller desires to enter into such Transaction with respect to the related New Asset Loan upon the terms set forth by Administrative Agent, on behalf of Buyers, Buyer in the its Preliminary Approval, deliver the documents set forth below in this Section 3(c) with respect to each New Asset Loan and related Eligible Property or Properties (to the extent not already delivered in the Preliminary Due Diligence Package or in the Supplemental Due Diligence Package) as a condition precedent to a Buyer’s Final Approval and issuance of a Confirmation, all in a manner and/or form satisfactory to Administrative Agent Buyer in its sole discretion exercised in good faith and pursuant to documentation satisfactory to Administrative Agent, on behalf of Buyers, Buyer in its sole discretion exercised in good faithdiscretion:

INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Subject to the terms and conditions set forth in this Agreement (including, without limitation, the Facility Conditions Precedent and Transaction Conditions Precedent specified in Sections 3(c) and (d) of this Agreement), an agreement to enter into a Transaction shall be made in writing at the initiation of Seller may as provided below; provided, however, that (i) the aggregate of the Maximum Repurchase Price for the subject Transaction when added to the Maximum Repurchase Prices of all then outstanding Transactions shall not exceed the Facility Amount in effect on the Initial Purchase Date for such Transaction and (ii) Buyer shall not have any obligation to enter into Transactions with Seller after the occurrence and during the continuance of an Event of Default or during the thirty (30) day period immediately prior to the Facility Termination DateExpiration Date (other than Subsequent Purchases during such thirty (30) day period, if applicable). Seller may, from time to time request that Administrative Agenttime, on behalf submit to Buyer a Transaction Request, in the form of ▇▇▇▇▇▇Exhibit VIII attached hereto (the “Transaction Request”), for Buyer’s review and approval in order to enter into a the initial Transaction with respect to one or more New Assets by submitting a Preliminary Due Diligence Package for Administrative Agent, on behalf of Buyers’ review and approval, which approval shall be in the sole discretion of Administrative Agent, as exercised in good faithany Eligible Mortgage Loan that Seller proposes to sell to Buyer under this Agreement. Notwithstanding anything to the contrary herein, Administrative Agent, on behalf of Buyers, shall have no obligation to consider for purchase any New Asset if, immediately after the purchase of such New Asset, the Aggregate Repurchase Price would exceed the Facility Amount. Administrative Agent, Buyers and their respective representatives shall have the right to review all New Assets proposed to be sold to Administrative Agent, on behalf of Buyers, in any Transaction and to conduct its own due diligence investigation of such New Assets as Administrative Agent and Buyers determine is necessary in Administrative Agent’s sole discretion exercised in good faith. Notwithstanding any provision to the contrary herein or in any other Transaction Document, Administrative Agent, on behalf of ▇▇▇▇▇▇, shall be entitled to determine, in its sole discretion exercised in good faith, whether a New Asset qualifies as an Eligible Asset or whether to reject any New Asset proposed to be sold to Administrative Agent, on behalf of Buyers, by Seller, and Administrative Agent, on behalf of Buyers, shall have no obligation to enter into any Transactions, which Transactions shall be entered into in the sole discretion of Administrative Agent, on behalf of ▇▇▇▇▇▇, exercised in good faith. (b) Upon Administrative AgentBuyer’s receipt of a Preliminary the Transaction Request and initial Due Diligence Package, Administrative Agent, on behalf of Buyers, Buyer shall have the right endeavor to request a Supplemental Due Diligence Package to evaluate the proposed Transaction. Upon Administrative Agent’s receipt or waiver of such Supplemental Due Diligence Package, Administrative Agent, on behalf of Buyers, shall, in its sole discretion exercised in good faith, within three five (35) Business DaysDays and following receipt of internal credit approval, either (i) notify Seller of its intent to proceed with the TransactionMaximum Repurchase Price, together with its determination of the Initial Purchase Price and the Market Value for the related New Asset (such notice, a “Preliminary Approval”) Eligible Mortgage Loan or (ii) deny Seller’s requestrequest for a Transaction, in Buyer’s sole and absolute discretion. Administrative AgentBuyer’s failure to respond to Seller within three five (35) Business Days shall be deemed to be a denial of Seller’s request to enter into the proposed for a Transaction, unless Administrative Agent, on behalf of Buyers, Buyer and Seller have agreed otherwise in writing. Buyer shall have the right to review each Mortgage Loan proposed to be sold to Buyer in any Transaction, request additional diligence materials and deliveries from Seller and to conduct its own due diligence investigation of such Mortgage Loan as Buyer determines in its sole and absolute discretion. Upon receipt of the Due Diligence Package and other required documentation, Buyer shall complete its due diligence review and financial modeling with respect to the Mortgage Loan proposed to be sold to Buyer by Seller. Buyer shall be entitled to make a determination, in the exercise of its sole discretion that it shall not purchase any or all of the Mortgage Loan proposed to be sold to Buyer by Seller. On the Initial Purchase Date for the Transaction, which shall be not less than two (2) Business Days following the approval of an Eligible Mortgage Loan by Buyer, the Purchased Mortgage Loan shall be transferred to Buyer or Custodian against the transfer of the Initial Purchase Price to the Funding Account. (b) Upon agreeing to enter into a Transaction hereunder, provided each of the Facility Conditions Precedent (as hereinafter defined) or Transaction Conditions Precedent (as hereinafter defined), as applicable, shall have been satisfied (or waived by Buyer), Buyer and Seller shall enter into a written confirmation describing the Purchased Mortgage Loans that shall be the subject of the proposed Transaction and any additional terms and conditions not inconsistent with this Agreement and in the form of Exhibit I attached hereto of each Transaction (together with any amendments, restatements or other modifications thereto including any updated confirmation delivered in connection with a Subsequent Purchase, a “Confirmation”). In the absence of execution and delivery by Buyer of a Confirmation for a proposed Transaction, Buyer shall under no circumstance be deemed to have agreed to enter into such Transaction. The Pricing Rate for such Transaction shall be determined initially on the Pricing Rate Determination Date applicable to the first Pricing Rate Period for such Transaction, and shall be reset on each Pricing Rate Determination Date for the next succeeding Pricing Rate Period for such Transaction. Buyer or its agent shall determine in accordance with the terms of this Agreement and the relevant Confirmation the Pricing Rate (other than the Applicable Spread which shall be determined as set forth in the relevant Confirmation) on each Pricing Rate Determination Date for the related Pricing Rate Period and notify Seller of such rate for such period on the Pricing Rate Determination Date. (c) Upon Buyer shall not be obligated to enter and consummate the initial Transaction until the following conditions have been satisfied, or waived by Buyer, on and as of the Closing Date (the “Facility Conditions Precedent”): (i) Buyer shall have obtained internal credit approval to enter into this Agreement and the transactions contemplated hereby; (ii) Seller shall have delivered (or caused to be delivered) to Buyer this Agreement and the other Transaction Documents duly executed by each Seller Party thereto; (iii) Buyer shall have received the following documents, (a) an official good standing certificate dated a recent date with respect to each Seller Party (including in each jurisdiction where any Mortgaged Property is located to the extent necessary for Buyer to enforce its rights and remedies thereunder), (b) an executed power of attorney of Seller substantially in the form of Exhibit V attached hereto, (iii) such opinions of law from counsel to the Seller Parties as Buyer may reasonably require, including, without limitation, with respect to corporate matters, enforceability, no consents or approvals required other than those that have been obtained, absence of conflicts with Requirements of Law, organizational documents and material agreements, perfected security interest in the Purchased Mortgage Loans by filing, first priority perfected security interest in the Mortgage Loan Documents by possession, first priority perfected security interest in the Cash Management Account and any other collateral pledged pursuant to the Transaction Documents, Investment Company Act matters, the applicability of Bankruptcy Code safe harbors, a true sale opinion (if applicable) and such other opinions as may be reasonably required by Buyer and (iv) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as it may require; (iv) Buyer shall have received a certificate of a Responsible Officer of each Seller Party, certifying such Person’s (a) governing documents, (b) certificates of formation, limited partnership or articles of incorporation, as applicable and (c) incumbency; (v) no Requirements of Law shall prohibit or render it unlawful, and no order, judgment or decree of any Governmental Authority shall prohibit, enjoin or render it unlawful, to enter into any Transaction Document, including after giving effect to the consummation thereof; (vi) Buyer shall have received payment from Seller of all fees and expenses then payable under the Fee Letter, this Agreement and the other Transaction Documents, including the costs and expenses actually incurred by Buyer (including reasonable and actual out of pocket legal fees and expenses) in connection with its due diligence and underwriting review of each Eligible Mortgage Loan approved by Buyer subject, however, to any limitations on Due Diligence Fees as set forth in the Fee Letter; (vii) UCC financing statements have been filed against Seller in all filing offices reasonably required by Buyer, (a) Buyer has received such searches of UCC filings, tax liens, judgments, pending litigation and other matters relating to the Seller Parties and Sponsor, as Buyer may require, and (b) the results of such searches are satisfactory to Buyer; (viii) all information, reports, certificates, documents, financial statements, operating statements, forecasts, books, records, files, exhibits and schedules concerning each Seller Party, or, to Seller’s receipt knowledge, the Mortgaged Properties furnished by or on behalf of Preliminary Approval such Seller Party, to Buyer in connection with the Transaction Documents, when taken as a whole, do not contain any untrue statement of material fact or omit to state any material fact necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading; (ix) the Mortgage Loan Purchase Documents, executed copies of which shall have been delivered to Buyer, shall be in full force and effect; and (x) Seller shall have satisfied such other conditions as Buyer reasonably requires. By its release of its signature page to this Agreement and delivery of any then payable Purchase Price to Seller, Buyer acknowledges that, to its knowledge, the Facility Conditions Precedent have been satisfied and this Agreement is in full force and effect. (d) Buyer shall not be obligated to enter into any Transaction or purchase any Eligible Mortgage Loan for the Initial Purchase Price, until the following additional conditions have been satisfied or waived by Buyer, with respect to each Eligible Mortgage Loan on or prior to the Initial Purchase Date therefor (the “Transaction Conditions Precedent”): (i) Buyer has received the following documents: (i) a Transaction Request, (ii) a Due Diligence Package, (iii) a Confirmation delivered by Seller, (iv) the related Servicing Agreement, (v) a Trust Receipt and other items required to be delivered under the Custodial Agreement, and (vi) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may reasonably require; (ii) Servicer has received copies of all documents in the Mortgage Loan File required to service the Eligible Mortgage Loan and such other items as required in the Servicing Agreement; (iii) no Default or Event of Default or Margin Deficit under this Agreement shall have occurred and be continuing as of the Purchase Date for such proposed Transaction or would result from entering into such Transaction; (iv) no Requirements of Law shall prohibit or render it unlawful, and no order, judgment or decree of any Governmental Authority shall prohibit, enjoin or render it unlawful, to enter into any Transaction, including after giving effect to the consummation thereof; (v) Buyer has (i) notified Seller that it has obtained all necessary internal credit and other approvals for such Transaction and (ii) executed and delivered to Seller the related Confirmation; (vi) the aggregate outstanding Maximum Repurchase Price of all Transactions does not exceed the Facility Amount then in effect after giving effect to such Transaction; (vii) the initial Purchase Date specified in the Confirmation is not later than thirty (30) days prior to the Facility Expiration Date; (viii) the Repurchase Date is not later than the Facility Expiration Date then in effect; (ix) Seller, Guarantor, Servicer and Custodian have satisfied all requirements and conditions and have performed all covenants, duties, obligations and agreements contained in the Transaction Documents to be performed by such Person on or before the related Initial Purchase Date; (x) to the extent any Purchased Mortgage Loan was not originated by Seller, all requirements of Section 9(b)(xxii) have been fulfilled with respect to any such Purchased Mortgage Loan; (xi) to the extent the related Mortgage Loan Documents contain notice, cure and other provisions in favor of a pledgee under a repurchase or warehouse facility, and without prejudice to the sale treatment of such Mortgage Loan to Buyer, Buyer has received evidence that Seller has given notice or contemporaneously with the closing of a Transaction will give notice to the applicable Persons of Buyer’s interest in such Mortgage Loan and otherwise satisfied any other applicable requirements under such pledgee provisions so that Buyer is entitled to the rights and benefits of a pledgee under such pledgee provisions; (xii) if requested by Buyer, such legal opinions from counsel to the Seller Parties as Buyer may reasonably require, including, without limitation, with respect to the perfected security interest in the Purchased Mortgage Loan and any other Collateral; (A) Buyer has received a copy of any interest rate protection confirmation or agreement and related documents relating to Hedging Transactions entered into with respect to a TransactionPurchased Mortgage Loan, (B) Seller shallhas collaterally assigned to Buyer all of Seller’s rights (but none of its obligations) under such interest rate protection agreement and related documents, if and (C) no termination event, default or event of default (however defined) exists thereunder; (xiv) the representations and warranties made by Seller desires to enter into such in any of the Transaction Documents, excluding those set forth in Exhibit VI (except with respect to the related New Asset upon Eligible Mortgage Loan and subject to any exceptions thereto set forth in the related Confirmation), shall be true and correct in all material respects as of the Initial Purchase Date for such Transaction; (xv) Buyer has received payment from Seller of all fees and expenses then payable under the Fee Letter, this Agreement and the other Transaction Documents, including the Due Diligence Fee; (xvi) there shall not be a Material Adverse Change which has occurred and is continuing with respect to Seller, Guarantor or Sponsor; and (xvii) Seller shall have satisfied such other conditions as Buyer reasonably requires. By its release of its signature page to the Confirmation and delivery of the Purchase Price to Seller and funding of any applicable Transaction, except as expressly set forth in such Confirmation, Buyer acknowledges that, to its knowledge, the Transaction Conditions Precedent with respect to the applicable Transaction have been satisfied or waived. Any waiver of a Transaction Conditions Precedent by Buyer (whether temporary or permanent) and the terms set forth by Administrative Agent, on behalf of Buyers, thereof will be reflected in the Preliminary Approval, deliver related Confirmation. Seller shall certify in the documents set forth below Confirmation that all Transaction Conditions Precedent to the related Transaction as specified in this Section 3(c4(d) have been met other than those waived by Buyer. (e) So long as no Event of Default has occurred and is then continuing, the Repurchase Price with respect to one or more Purchased Mortgage Loan(s) may be partially paid by Seller at any time upon two (2) Business Days prior written notice from Seller to Buyer; provided, however, that any such partial payment of Repurchase Price shall be accompanied by an amount representing accrued Price Differential with respect to such Purchased Mortgage Loan(s) on the amount of such payment and all other amounts then due under the Transaction Documents. Each partial payment of the Repurchase Price that is voluntary (as opposed to mandatory under the terms of this Agreement) shall be in an amount of not less than $1,000,000 and Seller shall not make more than one (1) voluntary partial payment of Repurchase Price per Purchased Mortgage Loan in any month. (f) Each fully executed Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby. In the event of any conflict between the terms of such Confirmation and the terms of this Agreement, the Confirmation shall prevail. Seller hereby acknowledges that the obligations of Seller pursuant to each New Asset Transaction hereunder are a recourse obligation of Seller. (g) Seller shall be entitled to terminate a Transaction on demand, in whole, and repurchase the related Eligible Property or Properties Purchased Mortgage Loan (each, an “Early Repurchase Date”) on any Business Day prior to the extent not already delivered Repurchase Date; provided, however, that Seller: (i) notifies Buyer in writing of its intent to terminate such Transaction and repurchase such Purchased Mortgage Loan no later than three (3) Business Days prior to such Early Repurchase Date, provided such notice shall be revocable by Seller, provided Seller shall reimburse Buyer for all out-of-pocket costs and expenses actually incurred by Buyer (including reasonable attorneys’ fees and disbursements) in connection with such notice; and (ii) on such Early Repurchase Date pays to Buyer an amount equal to the Preliminary Due Diligence Package or in sum of the Supplemental Due Diligence Package) as a condition precedent Repurchase Price for the Purchased Mortgage Loan, and any other amounts payable under this Agreement with respect to a Final Approval and issuance of a Confirmation, all in a manner and/or form satisfactory to Administrative Agent in its sole discretion exercised in good faith and pursuant to documentation satisfactory to Administrative Agent, on behalf of Buyers, in its sole discretion exercised in good faith:such Transaction against transfer to