STARWOOD PROPERTY TRUST, INC. (Form: 10-Q, Received: 05/08/2019 07:10:58)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2019

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-34436

Starwood Property Trust, Inc.

(Exact name of registrant as specified in its charter)


Maryland		27-0247747
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

591 West Putnam Avenue
Greenwich, Connecticut		06830
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code:

(203) 422-7700

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☒		Accelerated filer ☐
Non-accelerated filer ☐		Smaller reporting company ☐
		Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.01 par value per share	STWD	New York Stock Exchange

The number of shares of the issuer’s common stock, $0.01 par value, outstanding as of May 2, 2019 was 280,296,261.

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Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains certain forward-looking statements, including without limitation, statements concerning our operations, economic performance and financial condition. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are developed by combining currently available information with our beliefs and assumptions and are generally identified by the words “believe,” “expect,” “anticipate” and other similar expressions. Forward-looking statements do not guarantee future performance, which may be materially different from that expressed in, or implied by, any such statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their respective dates.

These forward-looking statements are based largely on our current beliefs, assumptions and expectations of our future performance taking into account all information currently available to us. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to us or within our control, and which could materially affect actual results, performance or achievements. Factors that may cause actual results to vary from our forward-looking statements include, but are not limited to:

factors described in our Annual Report on Form 10-K for the year ended December 31, 2018 and this Quarterly Report on Form 10-Q, including those set forth under the captions “Risk Factors” and “Business”;

defaults by borrowers in paying debt service on outstanding indebtedness;

impairment in the value of real estate property securing our loans or in which we invest;

availability of mortgage origination and acquisition opportunities acceptable to us;

potential mismatches in the timing of asset repayments and the maturity of the associated financing agreements;

our ability to integrate our recently completed acquisition of the project finance origination, underwriting and capital markets business of GE Capital Global Holdings, LLC into our business and to achieve the benefits that we anticipate from the acquisition;

national and local economic and business conditions;

general and local commercial and residential real estate property conditions;

changes in federal government policies;

changes in federal, state and local governmental laws and regulations;

increased competition from entities engaged in mortgage lending and securities investing activities;

changes in interest rates; and

the availability of, and costs associated with, sources of liquidity.

In light of these risks and uncertainties, there can be no assurances that the results referred to in the forward-looking statements contained in this Quarterly Report on Form 10-Q will in fact occur. Except to the extent required by applicable law or regulation, we undertake no obligation to, and expressly disclaim any such obligation to, update or revise any forward-looking statements to reflect changed assumptions, the occurrence of anticipated or unanticipated events, changes to future results over time or otherwise.

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TABLE OF CONTENTS


		Page
Part I	Financial Information
Item 1.	Financial Statements	4
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Operations	5
	Condensed Consolidated Statements of Comprehensive Income	6
	Condensed Consolidated Statements of Equity	7
	Condensed Consolidated Statements of Cash Flows	8
	Notes to Condensed Consolidated Financial Statements	10
	Note 1 Business and Organization	10
	Note 2 Summary of Significant Accounting Policies	11
	Note 3 Acquisitions	16
	Note 4 Loans	17
	Note 5 Investment Securities	22
	Note 6 Properties	26
	Note 7 Investment in Unconsolidated Entities	28
	Note 8 Goodwill and Intangibles	29
	Note 9 Secured Financing Agreements	31
	Note 10 Unsecured Senior Notes	33
	Note 11 Loan Securitization/Sale Activities	35
	Note 12 Derivatives and Hedging Activity	36
	Note 13 Offsetting Assets and Liabilities	38
	Note 14 Variable Interest Entities	38
	Note 15 Related-Party Transactions	40
	Note 16 Stockholders’ Equity and Non-Controlling Interests	41
	Note 17 Earnings per Share	43
	Note 18 Accumulated Other Comprehensive Income	44
	Note 19 Fair Value	45
	Note 20 Income Taxes	48
	Note 21 Commitments and Contingencies	49
	Note 22 Segment Data	50
	Note 23 Subsequent Events	55
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	56
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	82
Item 4.	Controls and Procedures	85
Part II	Other Information
Item 1.	Legal Proceedings	86
Item 1A.	Risk Factors	86
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	86
Item 3.	Defaults Upon Senior Securities	86
Item 4.	Mine Safety Disclosures	86
Item 5.	Other Information	86
Item 6.	Exhibits	87

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Starwood Property Trust, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited, amounts in thousands, except share data)


	As of		As of
	March 31, 2019		December 31, 2018
Assets:
Cash and cash equivalents	$	412,270	$	239,824
Restricted cash		133,714		248,041
Loans held-for-investment, net		8,964,725		8,532,356
Loans held-for-sale ($841,687 and $671,282 held at fair value)		1,144,490		1,187,552
Loans transferred as secured borrowings		—		74,346
Investment securities ($266,446 and $262,319 held at fair value)		910,233		906,468
Properties, net		2,769,374		2,784,890
Intangible assets ($19,790 and $20,557 held at fair value)		136,835		145,033
Investment in unconsolidated entities		124,360		171,765
Goodwill		259,846		259,846
Derivative assets		47,410		52,691
Accrued interest receivable		60,314		60,355
Other assets		227,153		152,922
Variable interest entity (“VIE”) assets, at fair value		56,974,864		53,446,364
Total Assets	$	72,165,588	$	68,262,453
Liabilities and Equity
Liabilities:
Accounts payable, accrued expenses and other liabilities	$	193,143	$	217,663
Related-party payable		23,945		44,043
Dividends payable		135,889		133,466
Derivative liabilities		10,163		15,415
Secured financing agreements, net		9,234,910		8,683,565
Unsecured senior notes, net		1,922,795		1,998,831
Secured borrowings on transferred loans, net		—		74,239
VIE liabilities, at fair value		55,727,776		52,195,042
Total Liabilities		67,248,621		63,362,264
Commitments and contingencies (Note 21)
Equity:
Starwood Property Trust, Inc. Stockholders’ Equity:
Preferred stock, $0.01 per share, 100,000,000 shares authorized, no shares issued and outstanding		—		—
Common stock, $0.01 per share, 500,000,000 shares authorized, 285,481,485 issued and 280,301,345 outstanding as of March 31, 2019 and 280,839,692 issued and 275,659,552 outstanding as of December 31, 2018		2,855		2,808
Additional paid-in capital		5,080,173		4,995,156
Treasury stock (5,180,140 shares)		(104,194)		(104,194)
Accumulated other comprehensive income		55,798		58,660
Accumulated deficit		(413,553)		(348,998)
Total Starwood Property Trust, Inc. Stockholders’ Equity		4,621,079		4,603,432
Non-controlling interests in consolidated subsidiaries		295,888		296,757
Total Equity		4,916,967		4,900,189
Total Liabilities and Equity	$	72,165,588	$	68,262,453

See notes to condensed consolidated financial statements.

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Starwood Property Trust, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited, amounts in thousands, except per share data)


	For the Three Months Ended
	March 31,
	2019		2018
Revenues:
Interest income from loans	$	183,416	$	137,620
Interest income from investment securities		17,632		15,269
Servicing fees		24,433		26,067
Rental income		83,833		81,110
Other revenues		1,166		521
Total revenues		310,480		260,587
Costs and expenses:
Management fees		23,466		30,642
Interest expense		134,672		87,183
General and administrative		34,930		32,142
Acquisition and investment pursuit costs		342		377
Costs of rental operations		29,651		29,693
Depreciation and amortization		29,254		31,744
Loan loss provision, net		763		1,538
Other expense		211		104
Total costs and expenses		253,289		213,423
Other income (loss):
Change in net assets related to consolidated VIEs		47,836		52,653
Change in fair value of servicing rights		(767)		(5,814)
Change in fair value of investment securities, net		62		(149)
Change in fair value of mortgage loans held-for-sale, net		11,266		7,800
Loss from unconsolidated entities		(43,200)		(1,462)
Gain on sale of investments and other assets, net		4,485		10,660
Loss on derivative financial instruments, net		(2,207)		(16,859)
Foreign currency gain, net		5,547		13,549
Loss on extinguishment of debt		(3,298)		—
Other (loss) income, net		(73)		108
Total other income		19,651		60,486
Income before income taxes		76,842		107,650
Income tax provision		(334)		(2,856)
Net income		76,508		104,794
Net income attributable to non-controlling interests		(6,125)		(4,862)
Net income attributable to Starwood Property Trust, Inc .	$	70,383	$	99,932

Earnings per share data attributable to Starwood Property Trust, Inc.:
Basic	$	0.25	$	0.38
Diluted	$	0.25	$	0.38

See notes to condensed consolidated financial statements.

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Starwood Property Trust, Inc. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income

(Unaudited, amounts in thousands)


	For the Three Months Ended
	March 31,
	2019		2018
Net income	$	76,508	$	104,794
Other comprehensive (loss) income (net change by component):
Cash flow hedges		—		5
Available-for-sale securities		(387)		1,163
Foreign currency translation		(2,475)		4,218
Other comprehensive (loss) income		(2,862)		5,386
Comprehensive income		73,646		110,180
Less: Comprehensive income attributable to non-controlling interests		(6,125)		(4,862)
Comprehensive income attributable to Starwood Property Trust, Inc .	$	67,521	$	105,318

See notes to condensed consolidated financial statements.

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Starwood Property Trust, Inc. and Subsidiaries

Condensed Consolidated Statements of Equity

(Unaudited, amounts in thousands, except share data)


													Total
													Starwood
											Accumulated		Property
	Common stock			Additional							Other		Trust, Inc.		Non-
		Par		Paid-in		Treasury Stock			Accumulated		Comprehensive		Stockholders’		Controlling		Total
	Shares	Value		Capital		Shares	Amount		Deficit		Income		Equity		Interests		Equity
Balance, January 1, 2019	280,839,692	$	2,808	$	4,995,156	5,180,140	$	(104,194)	$	(348,998)	$	58,660	$	4,603,432	$	296,757	$	4,900,189
Proceeds from DRIP Plan	7,825		—		167	—		—		—		—		167		—		167
Equity offering costs	—		—		(5)	—		—		—		—		(5)		—		(5)
Conversion of 2019 Convertible Notes	3,611,918		36		67,526	—		—		—		—		67,562		—		67,562
Share-based compensation	526,687		6		6,357	—		—		—		—		6,363		—		6,363
Manager incentive fee paid in stock	495,363		5		10,972	—		—		—		—		10,977		—		10,977
Net income	—		—		—	—		—		70,383		—		70,383		6,125		76,508
Dividends declared, $0.48 per share	—		—		—	—		—		(134,938)		—		(134,938)		—		(134,938)
Other comprehensive loss, net	—		—		—	—		—		—		(2,862)		(2,862)		—		(2,862)
VIE non-controlling interests	—		—		—	—		—		—		—		—		(137)		(137)
Contributions from non-controlling interests	—		—		—	—		—		—		—		—		95		95
Distributions to non-controlling interests	—		—		—	—		—		—		—		—		(6,952)		(6,952)
Balance, March 31, 2019	285,481,485	$	2,855	$	5,080,173	5,180,140	$	(104,194)	$	(413,553)	$	55,798	$	4,621,079	$	295,888	$	4,916,967

Balance, January 1, 2018	265,983,309	$	2,660	$	4,715,246	4,606,885	$	(92,104)	$	(217,312)	$	69,924	$	4,478,414	$	100,787	$	4,579,201
Proceeds from DRIP Plan	7,651		—		159	—		—		—		—		159		—		159
Common stock repurchased	—		—		—	573,255		(12,090)		—		—		(12,090)		—		(12,090)
Share-based compensation	598,701		6		4,762	—		—		—		—		4,768		—		4,768
Manager incentive fee paid in stock	545,641		5		10,978	—		—		—		—		10,983		—		10,983
Net income	—		—		—	—		—		99,932		—		99,932		4,862		104,794
Dividends declared, $0.48 per share	—		—		—	—		—		(126,058)		—		(126,058)		—		(126,058)
Other comprehensive income, net	—		—		—	—		—		—		5,386		5,386		—		5,386
VIE non-controlling interests	—		—		—	—		—		—		—		—		569		569
Contributions from non-controlling interests	—		—		—	—		—		—		—		—		366,691		366,691
Distributions to non-controlling interests	—		—		(2,962)	—		—		—		—		(2,962)		(226,435)		(229,397)
Sale of controlling interest in majority owned property asset	—		—		—	—		—		—		—		—		(319)		(319)
Balance, March 31, 2018	267,135,302	$	2,671	$	4,728,183	5,180,140	$	(104,194)	$	(243,438)	$	75,310	$	4,458,532	$	246,155	$	4,704,687

See notes to condensed consolidated financial statements.

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Starwood Property Trust, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited, amounts in thousands)


	For the Three Months Ended
	March 31,
	2019		2018
Cash Flows from Operating Activities:
Net income	$	76,508	$	104,794
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Amortization of deferred financing costs, premiums and discounts on secured financing agreements and secured borrowings on transferred loans		9,183		5,167
Amortization of discounts and deferred financing costs on senior notes		1,933		3,869
Accretion of net discount on investment securities		(2,755)		(6,841)
Accretion of net deferred loan fees and discounts		(7,526)		(12,052)
Share-based compensation		6,363		4,768
Share-based component of incentive fees		10,977		10,983
Change in fair value of investment securities		(62)		149
Change in fair value of consolidated VIEs		133		(11,241)
Change in fair value of servicing rights		767		5,814
Change in fair value of loans held-for-sale		(11,266)		(7,800)
Change in fair value of derivatives		3,396		18,069
Foreign currency gain, net		(5,547)		(13,540)
Gain on sale of investments and other assets		(4,485)		(10,660)
Impairment charges on properties and related intangibles		120		25
Loan loss provision, net		763		1,538
Depreciation and amortization		28,889		31,412
Loss from unconsolidated entities		43,200		1,462
Distributions of earnings from unconsolidated entities		3,661		2,675
Loss on extinguishment of debt		3,298		—
Origination and purchase of loans held-for-sale, net of principal collections		(719,589)		(245,027)
Proceeds from sale of loans held-for-sale		561,702		266,632
Changes in operating assets and liabilities:
Related-party payable, net		(20,098)		(10,588)
Accrued and capitalized interest receivable, less purchased interest		(22,536)		(9,412)
Other assets		(26,760)		(6,188)
Accounts payable, accrued expenses and other liabilities		(22,987)		(31,612)
Net cash (used in) provided by operating activities		(92,718)		92,396
Cash Flows from Investing Activities:
Origination and purchase of loans held-for-investment		(1,287,001)		(900,937)
Proceeds from principal collections on loans		556,058		870,400
Proceeds from loans sold		500,271		145,273
Proceeds from sales of investment securities		3,228		—
Proceeds from principal collections on investment securities		7,754		219,230
Proceeds from sales and insurance recoveries on properties		1,463		51,093
Purchases and additions to properties and other assets		(8,526)		(7,056)
Investment in unconsolidated entities		(510)		—
Distribution of capital from unconsolidated entities		886		21,255
Payments for purchase or termination of derivatives		(3,896)		(15,604)
Proceeds from termination of derivatives		692		11,773
Net cash (used in) provided by investing activities		(229,581)		395,427

See notes to condensed consolidated financial statements.

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Starwood Property Trust, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows (Continued)

(Unaudited, amounts in thousands)


	For the Three Months Ended
	March 31,
	2019		2018
Cash Flows from Financing Activities:
Proceeds from borrowings	$	2,310,902	$	1,515,241
Principal repayments on and repurchases of borrowings		(1,778,819)		(1,629,449)
Payment of deferred financing costs		(4,706)		(10,506)
Proceeds from common stock issuances		167		159
Payment of equity offering costs		(5)		—
Payment of dividends		(132,515)		(125,730)
Contributions from non-controlling interests		95		310
Distributions to non-controlling interests		(6,952)		(229,397)
Purchase of treasury stock		—		(12,090)
Issuance of debt of consolidated VIEs		33,678		7,948
Repayment of debt of consolidated VIEs		(52,856)		(57,289)
Distributions of cash from consolidated VIEs		11,683		13,730
Net cash provided by (used in) financing activities		380,672		(527,073)
Net increase (decrease) in cash, cash equivalents and restricted cash		58,373		(39,250)
Cash, cash equivalents and restricted cash, beginning of period		487,865		418,273
Effect of exchange rate changes on cash		(254)		398
Cash, cash equivalents and restricted cash, end of period	$	545,984	$	379,421
Supplemental disclosure of cash flow information:
Cash paid for interest	$	129,349	$	75,696
Income taxes paid		484		880
Supplemental disclosure of non-cash investing and financing activities:
Dividends declared, but not yet paid	$	134,953	$	126,058
Consolidation of VIEs (VIE asset/liability additions)		3,280,065		1,089,881
Deconsolidation of VIEs (VIE asset/liability reductions)		45,910		875,240
Settlement of 2019 Convertible Notes in shares		75,525		—
Settlement of loans transferred as secured borrowings		74,692		—
Unsettled infrastructure loan sales		68,564		—
Net assets acquired through foreclosure		8,963		—
Net assets acquired from consolidated VIEs		—		27,737
Contribution of Woodstar II Portfolio net assets from non-controlling interests		—		366,381
Loan principal collections temporarily held at master servicer		—		326,362

See notes to condensed consolidated financial statements.

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Starwood Property Trust, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

As of March 31, 2019

(Unaudited)

1. Business and Organizatio n

Starwood Property Trust, Inc. (“STWD” and, together with its subsidiaries, “we” or the “Company”) is a Maryland corporation that commenced operations in August 2009, upon the completion of our initial public offering. We are focused primarily on originating, acquiring, financing and managing mortgage loans and other real estate investments in both the United States (“U.S.”) and Europe. As market conditions change over time, we may adjust our strategy to take advantage of changes in interest rates and credit spreads as well as economic and credit conditions.

We have four reportable business segments as of March 31, 2019 and we refer to the investments within these segments as our target assets:

Real estate commercial and residential lending (the “Commercial and Residential Lending Segment”)—engages primarily in originating, acquiring, financing and managing commercial and residential first mortgages, subordinated mortgages, mezzanine loans, preferred equity, commercial mortgage-backed securities (“CMBS”), residential mortgage-backed securities (“RMBS”) and other real estate and real estate-related debt investments in both the U.S. and Europe (including distressed or non-performing loans).

Infrastructure lending (the “Infrastructure Lending Segment”)—engages primarily in originating, acquiring, financing and managing infrastructure debt investments.

Real estate property (the “Property Segment”)—engages primarily in acquiring and managing equity interests in stabilized commercial real estate properties, including multifamily properties and commercial properties subject to net leases, that are held for investment.

Real estate investing and servicing (the “Investing and Servicing Segment”)—includes (i) a servicing business in the U.S. that manages and works out problem assets, (ii) an investment business that selectively acquires and manages unrated, investment grade and non-investment grade rated CMBS, including subordinated interests of securitization and resecuritization transactions, (iii) a mortgage loan business which originates conduit loans for the primary purpose of selling these loans into securitization transactions and (iv) an investment business that selectively acquires commercial real estate assets, including properties acquired from CMBS trusts.

Our segments exclude the consolidation of securitization variable interest entities (“VIEs”).

We are organized and conduct our operations to qualify as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”). As such, we will generally not be subject to U.S. federal corporate income tax on that portion of our net income that is distributed to stockholders if we distribute at least 90% of our taxable income to our stockholders by prescribed dates and comply with various other requirements.

We are organized as a holding company and conduct our business primarily through our various wholly-owned subsidiaries. We are externally managed and advised by SPT Management, LLC (our “Manager”) pursuant to the terms of a management agreement. Our Manager is controlled by Barry Sternlicht, our Chairman and Chief Executive Officer. Our Manager is an affiliate of Starwood Capital Group, a privately-held private equity firm founded by Mr. Sternlicht.

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2. Summary of Significant Accounting Policies

Balance Sheet Presentation of Securitization Variable Interest Entities

We operate investment businesses that acquire unrated, investment grade and non-investment grade rated CMBS and RMBS. These securities represent interests in securitization structures (commonly referred to as special purpose entities, or “SPEs”). These SPEs are structured as pass through entities that receive principal and interest on the underlying collateral and distribute those payments to the certificate holders. Under accounting principles generally accepted in the United States of America (“GAAP”), SPEs typically qualify as VIEs. These are entities that, by design, either (1) lack sufficient equity to permit the entity to finance its activities without additional subordinated financial support from other parties, or (2) have equity investors that do not have the ability to make significant decisions relating to the entity’s operations through voting rights, or do not have the obligation to absorb the expected losses, or do not have the right to receive the residual returns of the entity.

Because we often serve as the special servicer or servicing administrator of the trusts in which we invest, or we have the ability to remove and replace the special servicer without cause, consolidation of these structures is required pursuant to GAAP as outlined in detail below. This results in a consolidated balance sheet which presents the gross assets and liabilities of the VIEs. The assets and other instruments held by these VIEs are restricted and can only be used to fulfill the obligations of the entity. Additionally, the obligations of the VIEs do not have any recourse to the general credit of any other consolidated entities, nor to us as the consolidator of these VIEs.

The VIE liabilities initially represent investment securities on our balance sheet (pre-consolidation). Upon consolidation of these VIEs, our associated investment securities are eliminated, as is the interest income related to those securities. Similarly, the fees we earn in our roles as special servicer of the bonds issued by the consolidated VIEs or as collateral administrator of the consolidated VIEs are also eliminated. Finally, an allocable portion of the identified servicing intangible associated with the eliminated fee streams is eliminated in consolidation.

Refer to the segment data in Note 22 for a presentation of our business segments without consolidation of these VIEs.

Basis of Accounting and Principles of Consolidation

The accompanying condensed consolidated financial statements include our accounts and those of our consolidated subsidiaries and VIEs. Intercompany amounts have been eliminated in consolidation. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows have been included.

These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (our “Form 10-K”), as filed with the Securities and Exchange Commission (“SEC”). The results of operations for the three months ended March 31, 2019 are not necessarily indicative of the operating results for the full year.

Refer to our Form 10-K for a description of our recurring accounting policies. We have included disclosure in this Note 2 regarding principles of consolidation and other accounting policies that (i) are required to be disclosed quarterly, (ii) we view as critical, (iii) became significant since December 31, 2018 due to a corporate action or increase in the significance of the underlying business activity or (iv) changed upon adoption of an Accounting Standards Update (“ASU”) issued by the Financial Accounting Standards Board (“FASB”).

Variable Interest Entities

In addition to the securitization VIEs, certain other entities in which we hold interests are considered VIEs as the limited partners of these entities with equity at risk do not collectively possess (i) the right to remove the general partner or dissolve the partnership without cause or (ii) the right to participate in significant decisions made by the partnership.

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We evaluate all of our interests in VIEs for consolidation. When our interests are determined to be variable interests, we assess whether we are deemed to be the primary beneficiary of the VIE. The primary beneficiary of a VIE is required to consolidate the VIE. Accounting Standards Codification (“ASC”) 810, Consolidation , defines the primary beneficiary as the party that has both (i) the power to direct the activities of the VIE that most significantly impact its economic performance, and (ii) the obligation to absorb losses and the right to receive benefits from the VIE which could be potentially significant. We consider our variable interests as well as any variable interests of our related parties in making this determination. Where both of these factors are present, we are deemed to be the primary beneficiary and we consolidate the VIE. Where either one of these factors is not present, we are not the primary beneficiary and do not consolidate the VIE.

To assess whether we have the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance, we consider all facts and circumstances, including our role in establishing the VIE and our ongoing rights and responsibilities. This assessment includes: (i) identifying the activities that most significantly impact the VIE’s economic performance; and (ii) identifying which party, if any, has power over those activities. In general, the parties that make the most significant decisions affecting the VIE or have the right to unilaterally remove those decision makers are deemed to have the power to direct the activities of a VIE. The right to remove the decision maker in a VIE must be exercisable without cause for the decision maker to not be deemed the party that has the power to direct the activities of a VIE.

To assess whether we have the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE, we consider all of our economic interests, including debt and equity investments, servicing fees and other arrangements deemed to be variable interests in the VIE. This assessment requires that we apply judgment in determining whether these interests, in the aggregate, are considered potentially significant to the VIE. Factors considered in assessing significance include: the design of the VIE, including its capitalization structure; subordination of interests; payment priority; relative share of interests held across various classes within the VIE’s capital structure; and the reasons why the interests are held by us.

Our purchased investment securities include unrated and non-investment grade rated securities issued by securitization trusts. In certain cases, we may contract to provide special servicing activities for these trusts, or, as holder of the controlling class, we may have the right to name and remove the special servicer for these trusts. In our role as special servicer, we provide services on defaulted loans within the trusts, such as foreclosure or work-out procedures, as permitted by the underlying contractual agreements. In exchange for these services, we receive a fee. These rights give us the ability to direct activities that could significantly impact the trust’s economic performance. However, in those instances where an unrelated third party has the right to unilaterally remove us as special servicer without cause, we do not have the power to direct activities that most significantly impact the trust’s economic performance. We evaluated all of our positions in such investments for consolidation.

For securitization VIEs in which we are determined to be the primary beneficiary, all of the underlying assets, liabilities and equity of the structures are recorded on our books, and the initial investment, along with any associated unrealized holding gains and losses, are eliminated in consolidation. Similarly, the interest income earned from these structures, as well as the fees paid by these trusts to us in our capacity as special servicer, are eliminated in consolidation. Further, an allocable portion of the identified servicing intangible asset associated with the servicing fee streams, and the corresponding allocable amortization or change in fair value of the servicing intangible asset, are also eliminated in consolidation.

We perform ongoing reassessments of: (i) whether any entities previously evaluated under the majority voting interest framework have become VIEs, based on certain events, and therefore subject to the VIE consolidation framework, and (ii) whether changes in the facts and circumstances regarding our involvement with a VIE causes our consolidation conclusion regarding the VIE to change.

We elect the fair value option for initial and subsequent recognition of the assets and liabilities of our consolidated securitization VIEs. Interest income and interest expense associated with these VIEs are no longer relevant on a standalone basis because these amounts are already reflected in the fair value changes. We have elected to present these items in a single line on our condensed consolidated statements of operations. The residual difference shown on our condensed consolidated statements of operations in the line item “Change in net assets related to consolidated VIEs” represents our beneficial interest in the VIEs.

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We separately present the assets and liabilities of our consolidated securitization VIEs as individual line items on our condensed consolidated balance sheets. The liabilities of our consolidated securitization VIEs consist solely of obligations to the bondholders of the related trusts, and are thus presented as a single line item entitled “VIE liabilities.” The assets of our consolidated securitization VIEs consist principally of loans, but at times, also include foreclosed loans which have been temporarily converted into real estate owned (“REO”). These assets in the aggregate are likewise presented as a single line item entitled “VIE assets.”

Loans comprise the vast majority of our securitization VIE assets and are carried at fair value due to the election of the fair value option. When an asset becomes REO, it is due to nonperformance of the loan. Because the loan is already at fair value, the carrying value of an REO asset is also initially at fair value. Furthermore, when we consolidate a trust, any existing REO would be consolidated at fair value. Once an asset becomes REO, its disposition time is relatively short. As a result, the carrying value of an REO generally approximates fair value under GAAP.

In addition to sharing a similar measurement method as the loans in a trust, the securitization VIE assets as a whole can only be used to settle the obligations of the consolidated VIE. The assets of our securitization VIEs are not individually accessible by the bondholders, which creates inherent limitations from a valuation perspective. Also creating limitations from a valuation perspective is our role as special servicer, which provides us very limited visibility, if any, into the performing loans of a trust.

REO assets generally represent a very small percentage of the overall asset pool of a trust. In new issue trusts there are no REO assets. We estimate that REO assets constitute approximately 2% of our consolidated securitization VIE assets, with the remaining 98% representing loans. However, it is important to note that the fair value of our securitization VIE assets is determined by reference to our securitization VIE liabilities as permitted under ASU 2014-13, Consolidation (Topic 810): Measuring the Financial Assets and the Financial Liabilities of a Consolidated Collateralized Financing Entity . In other words, our VIE liabilities are more reliably measurable than the VIE assets, resulting in our current measurement methodology which utilizes this value to determine the fair value of our securitization VIE assets as a whole. As a result, these percentages are not necessarily indicative of the relative fair values of each of these asset categories if the assets were to be valued individually.

Due to our accounting policy election under ASU 2014-13, separately presenting two different asset categories would result in an arbitrary assignment of value to each, with one asset category representing a residual amount, as opposed to its fair value. However, as a pool, the fair value of the assets in total is equal to the fair value of the liabilities.

For these reasons, the assets of our securitization VIEs are presented in the aggregate.

Fair Value Option

The guidance in ASC 825, Financial Instruments , provides a fair value option election that allows entities to make an irrevocable election of fair value as the initial and subsequent measurement attribute for certain eligible financial assets and liabilities. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. The decision to elect the fair value option is determined on an instrument by instrument basis and must be applied to an entire instrument and is irrevocable once elected. Assets and liabilities measured at fair value pursuant to this guidance are required to be reported separately in our consolidated balance sheets from those instruments using another accounting method.

We have elected the fair value option for eligible financial assets and liabilities of our consolidated securitization VIEs, loans held-for-sale originated or acquired for future securitization and purchased CMBS issued by VIEs we could consolidate in the future. The fair value elections for VIE and securitization related items were made in order to mitigate accounting mismatches between the carrying value of the instruments and the related assets and liabilities that we consolidate at fair value. The fair value elections for mortgage loans held-for-sale were made due to the expected short-term holding period of these instruments.

Fair Value Measurements

We measure our mortgage‑backed securities, derivative assets and liabilities, domestic servicing rights intangible asset and any assets or liabilities where we have elected the fair value option at fair value. When actively

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quoted observable prices are not available, we either use implied pricing from similar assets and liabilities or valuation models based on net present values of estimated future cash flows, adjusted as appropriate for liquidity, credit, market and/or other risk factors.

As discussed above, we measure the assets and liabilities of consolidated securitization VIEs at fair value pursuant to our election of the fair value option. The securitization VIEs in which we invest are “static”; that is, no reinvestment is permitted, and there is no active management of the underlying assets. In determining the fair value of the assets and liabilities of the securitization VIEs, we maximize the use of observable inputs over unobservable inputs. Refer to Note 19 for further discussion regarding our fair value measurements.

Loans Held-for-Investment

Loans that are held for investment are carried at cost, net of unamortized acquisition premiums or discounts, loan fees, and origination costs as applicable, unless the loans are deemed impaired.

Loan Impairment

We evaluate each loan classified as held-for-investment for impairment at least quarterly. Impairment occurs when it is deemed probable that we will not be able to collect all amounts due according to the contractual terms of the loan. If a loan is considered to be impaired, we record an allowance through the provision for loan losses to reduce the carrying value of the loan to the present value of expected future cash flows discounted at the loan’s contractual effective rate or the fair value of the collateral, if repayment is expected solely from the collateral.

There may be circumstances where we modify a loan by granting the borrower a concession that we might not otherwise consider when a borrower is experiencing financial difficulty or is expected to experience financial difficulty in the foreseeable future. Such concessionary modifications are classified as troubled debt restructurings (“TDRs”) unless the modification solely results in a delay in payment that is insignificant. Loans classified as TDRs are considered impaired loans for reporting and measurement purposes.

Loans Held-For-Sale

Our loans that we intend to sell or liquidate in the short-term are classified as held-for-sale and are carried at the lower of amortized cost or fair value, unless we have elected to apply the fair value option at origination or purchase.

Leases

On January 1, 2019, ASC 842 , Leases , became effective for the Company. ASC 842 establishes a right-of-use model for lessee accounting which results in the recognition of most leased assets and lease liabilities on the balance sheet of the lessee. Lessor accounting was not significantly affected by this ASC. We elected to apply the provisions of ASC 842 as of January 1, 2019 and not to retrospectively adjust prior periods presented. Such application did not result in any cumulative-effect adjustment as of January 1, 2019. We elected the “package of practical expedients” for transition purposes, which permits us not to reassess under the new standard our prior conclusions about lease identification, lease classification and initial direct costs for leases that commenced prior to January 1, 2019. We also elected not to apply the recognition provisions of ASC 842 to short-term leases, which have original lease terms of 12 months or less. As a lessor, we elected not to separate nonlease components, such as reimbursements from tenants for common area maintenance (“CAM”), from lease components for all classes of underlying assets, and continue to recognize such nonlease components ratably in rental income. We also elected to continue to exclude from rental income all sales, use and other similar taxes collected from lessees. As required by ASC 842, we no longer record as revenues and expenses lessor costs (such as property taxes) paid directly by the lessees. The application of ASC 842 has had no material effect on our consolidated financial statements, as all of our leases, as both lessor and lessee, are currently classified as operating leases, which are subject to essentially the same straight-line revenue and expense recognition as in the past. As a lessee, our only significant long-term lease resulted in the recognition of a lease liability and corresponding right-of-use asset of $12.0 million as of January 1, 2019, which are classified within accounts payable, accrued expenses and other liabilities and other assets, respectively, in our condensed consolidated balance sheet as of March 31, 2019.

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Earnings Per Share

We present both basic and diluted earnings per share (“EPS”) amounts in our financial statements. Basic EPS excludes dilution and is computed by dividing income available to common stockholders by the weighted-average number of shares of common stock outstanding for the period. Diluted EPS reflects the maximum potential dilution that could occur from (i) our share-based compensation, consisting of unvested restricted stock (“RSAs”) and restricted stock units (“RSUs”), (ii) shares contingently issuable to our Manager, (iii) the conversion options associated with our outstanding convertible senior notes (see Notes 10 and 17), and (iv) non-controlling interests that are redeemable with our common stock (see Note 16). Potential dilutive shares are excluded from the calculation if they have an anti-dilutive effect in the period.

Nearly all of the Company’s unvested RSUs and RSAs contain rights to receive non-forfeitable dividends and thus are participating securities. In addition, the non-controlling interests that are redeemable with our common stock are considered participating securities because they earn a preferred return indexed to the dividend rate on our common stock (see Note 16). Due to the existence of these participating securities, the two-class method of computing EPS is required, unless another method is determined to be more dilutive. Under the two-class method, undistributed earnings are reallocated between shares of common stock and participating securities. For the three months ended March 31, 2019 and 2018, the two-class method resulted in the most dilutive EPS calculation.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. The most significant and subjective estimate that we make is the projection of cash flows we expect to receive on our loans, investment securities and intangible assets, which has a significant impact on the amounts of interest income, credit losses (if any) and fair values that we record and/or disclose. In addition, the fair value of financial assets and liabilities that are estimated using a discounted cash flows method is significantly impacted by the rates at which we estimate market participants would discount the expected cash flows.

Recent Accounting Developments

On June 16, 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326) – Measurement of Credit Losses on Financial Instruments , which mandates use of an “expected loss” credit model for estimating future credit losses of certain financial instruments instead of the “incurred loss” credit model that current GAAP requires. The “expected loss” model requires the consideration of possible credit losses over the life of an instrument as opposed to only estimating credit losses upon the occurrence of a discrete loss event in accordance with the current “incurred loss” methodology. This ASU is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2019. Though we have not completed our assessment of this ASU, we expect this ASU to result in our recognition of higher levels of allowances for loan losses. Our assessment of the estimated amount of such increases remains in process.

On January 26, 2017, the FASB issued ASU 2017-04, Goodwill and Other (Topic 350) – Simplifying the Test for Goodwill Impairment , which simplifies the method applied for measuring impairment in cases where goodwill is impaired. This ASU specifies that goodwill impairment will be measured as the excess of the reporting unit’s carrying value (inclusive of goodwill) over its fair value, eliminating the requirement that all assets and liabilities of the reporting unit be remeasured individually in connection with measurement of goodwill impairment. This ASU is effective for annual periods, and interim periods therein, beginning after December 15, 2019 and is applied prospectively. Early application is permitted. We do not expect the application of this ASU to materially impact the Company.

On August 28, 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) – Disclosure Framework , which adds new disclosure requirements and modifies or eliminates existing disclosure requirements of ASC 820. This ASU is effective for annual periods, and interim periods therein, beginning after December 15, 2019. Early application is permitted. We do not expect the application of this ASU to materially impact the Company, as it only affects fair value disclosures.

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On October 31, 2018, the FASB issued ASU 2018-17, Consolidation (Topic 810) – Targeted Improvements to Related Party Guidance for Variable Interest Entities , which requires reporting entities to consider indirect interests held through related parties under common control on a proportional basis rather than as the equivalent of a direct interest in its entirety for determining whether a decision-making fee is a variable interest. This ASU is effective for annual periods, and interim periods therein, beginning after December 15, 2019. Early application is permitted. We are in the process of assessing the impact this ASU will have on the Company, but do not expect it to be material.

3. Acquisitions

During the three months ended March 31, 2019, we had no significant acquisitions or divestitures of properties or businesses and no measurement period adjustments related to a prior year business combination.

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4. Loans

Our loans held-for-investment are accounted for at amortized cost and our loans held-for-sale are accounted for at the lower of cost or fair value, unless we have elected the fair value option. The following tables summarize our investments in mortgages and loans by subordination class as of March 31, 2019 and December 31, 2018 (dollars in thousands):


							Weighted
					Weighted		Average Life
	Carrying		Face		Average		(“WAL”)
March 31, 2019	Value		Amount		Coupon		(years)(1)
First mortgages (2)	$	6,851,837	$	6,874,524	6.7	%	2.1
First priority infrastructure loans		1,450,097		1,460,758	5.8	%	5.1
Subordinated mortgages (3)		52,849		54,042	8.9	%	3.5
Mezzanine loans (2)		579,496		581,557	11.6	%	1.7
Other		61,234		64,916	8.2	%	2.2
Total loans held-for-investment		8,995,513		9,035,797
Loans held-for-sale, fair value option, residential		688,435		673,249	6.2	%	5.8
Loans held-for-sale, fair value option, commercial		153,252		149,428	4.7	%	10.0
Loans held-for-sale, infrastructure		303,577		312,551	4.1	%	1.1
Total gross loans		10,140,777		10,171,025
Loan loss allowance		(31,562)		—
Total net loans	$	10,109,215	$	10,171,025

December 31, 2018
First mortgages (2)	$	6,607,117	$	6,631,236	6.9	%	2.0
First priority infrastructure loans		1,456,779		1,465,828	5.7	%	4.5
Subordinated mortgages (3)		52,778		53,996	8.9	%	3.7
Mezzanine loans (2)		393,832		394,739	10.6	%	2.0
Other		61,001		64,658	8.2	%	2.5
Total loans held-for-investment		8,571,507		8,610,457
Loans held-for-sale, fair value option, residential		623,660		609,571	6.3	%	6.6
Loans held-for-sale, commercial ($47,622 under fair value option)		94,117		94,916	5.4	%	6.2
Loans held-for-sale, infrastructure		469,775		486,909	3.5	%	0.3
Loans transferred as secured borrowings		74,346		74,692	7.1	%	1.3
Total gross loans		9,833,405		9,876,545
Loan loss allowance		(39,151)		—
Total net loans	$	9,794,254	$	9,876,545

(1)

Represents the WAL of each respective group of loans as of the respective balance sheet date. The WAL of each individual loan is calculated using amounts and timing of future principal payments, as projected at origination or acquisition.

(2)

First mortgages include first mortgage loans and any contiguous mezzanine loan components because as a whole, the expected credit quality of these loans is more similar to that of a first mortgage loan. The application of this methodology resulted in mezzanine loans with carrying values of $912.8 million and $1.0 billion being classified as first mortgages as of March 31, 2019 and December 31, 2018, respectively.

(3)

Subordinated mortgages include B-Notes and junior participation in first mortgages where we do not own the senior A-Note or senior participation. If we own both the A-Note and B-Note, we categorize the loan as a first mortgage loan.

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As of March 31, 2019, approximately $8.5 billion, or 94.3%, of our loans held-for-investment were variable rate and paid interest principally at LIBOR plus a weighted-average spread of 4.4%.

We regularly evaluate the extent and impact of any credit deterioration associated with the performance and/or value of the underlying collateral, as well as the financial and operating capability of the borrower. Specifically, the collateral’s operating results and any cash reserves are analyzed and used to assess (i) whether cash flow from operations is sufficient to cover the debt service requirements currently and into the future, (ii) the ability of the borrower to refinance the loan and/or (iii) the collateral’s liquidation value. We also evaluate the financial wherewithal of any loan guarantors as well as the borrower’s competency in managing and operating the collateral. In addition, we consider the overall economic environment, real estate or industry sector, and geographic sub-market in which the borrower operates. Such impairment analyses are completed and reviewed by asset management and finance personnel who utilize various data sources, including (i) periodic financial data such as property operating statements, occupancy, tenant profile, rental rates, operating expenses, the borrower’s exit plan, and capitalization and discount rates, (ii) site inspections and (iii) current credit spreads and discussions with market participants.

Our evaluation process, as described above, produces an internal risk rating between 1 and 5, which is a weighted average of the numerical ratings in the following categories: (i) sponsor capability and financial condition, (ii) loan and collateral performance relative to underwriting, (iii) quality and stability of collateral cash flows and (iv) loan structure. We utilize the overall risk ratings as a concise means to monitor any credit migration on a loan as well as on the whole portfolio. While the overall risk rating is generally not the sole factor we use in determining whether a loan is impaired, a loan with a higher overall risk rating would tend to have more adverse indicators of impairment and therefore would be more likely to experience a credit loss.

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The rating categories for commercial real estate loans generally include the characteristics described below, but these are utilized as guidelines and therefore not every loan will have all of the characteristics described in each category:


Rating	Characteristics
1		Sponsor capability and financial condition—Sponsor is highly rated or investment grade or, if private, the equivalent thereof with significant management experience.
		Loan collateral and performance relative to underwriting—The collateral has surpassed underwritten expectations.
		Quality and stability of collateral cash flows—Occupancy is stabilized, the property has had a history of consistently high occupancy, and the property has a diverse and high quality tenant mix.
		Loan structure—Loan to collateral value ratio (“LTV”) does not exceed 65%. The loan has structural features that enhance the credit profile.

2		Sponsor capability and financial condition—Strong sponsorship with experienced management team and a responsibly leveraged portfolio.
		Loan collateral and performance relative to underwriting—Collateral performance equals or exceeds underwritten expectations and covenants and performance criteria are being met or exceeded.
		Quality and stability of collateral cash flows—Occupancy is stabilized with a diverse tenant mix.
		Loan structure—LTV does not exceed 70% and unique property risks are mitigated by structural features.

3		Sponsor capability and financial condition—Sponsor has historically met its credit obligations, routinely pays off loans at maturity, and has a capable management team.
		Loan collateral and performance relative to underwriting—Property performance is consistent with underwritten expectations.
		Quality and stability of collateral cash flows—Occupancy is stabilized, near stabilized, or is on track with underwriting.
		Loan structure—LTV does not exceed 80%.

4		Sponsor capability and financial condition—Sponsor credit history includes missed payments, past due payment, and maturity extensions. Management team is capable but thin.
		Loan collateral and performance relative to underwriting—Property performance lags behind underwritten expectations. Performance criteria and loan covenants have required occasional waivers. A sale of the property may be necessary in order for the borrower to pay off the loan at maturity.
		Quality and stability of collateral cash flows—Occupancy is not stabilized and the property has a large amount of rollover.
		Loan structure—LTV is 80% to 90%.

5		Sponsor capability and financial condition—Credit history includes defaults, deeds‑in‑lieu, foreclosures, and/or bankruptcies.
		Loan collateral and performance relative to underwriting—Property performance is significantly worse than underwritten expectations. The loan is not in compliance with loan covenants and performance criteria and may be in default. Sale proceeds would not be sufficient to pay off the loan at maturity.
		Quality and stability of collateral cash flows—The property has material vacancy and significant rollover of remaining tenants.
		Loan structure—LTV exceeds 90%.

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The risk ratings for loans subject to our rating system, which excludes loans held-for-sale, by class of loan were as follows as of March 31, 2019 and December 31, 2018 (dollars in thousands):


	Balance Sheet Classification
	Loans Held-For-Investment														Loans
				First Priority											Transferred				% of
Risk Rating	First			Infrastructure			Subordinated			Mezzanine					As Secured				Total
Category	Mortgages			Loans			Mortgages			Loans		Other			Borrowings		Total		Loans
March 31, 2019
1	$	2,723		$	—		$	—		$	—	$	23,515		$	—	$	26,238	0.3	%
2		3,329,423			—			7,354			275,415		—			—		3,612,192	35.6	%
3		3,289,028			—			33,518			304,081		31,069			—		3,657,696	36.1	%
4		62,381			—			—			—		—			—		62,381	0.6	%
5		—			—			—			—		—			—		—	—	%
N/A		168,282	(1)		1,450,097	(2)		11,977	(1)		—		6,650	(1)		—		1,637,006	16.1	%
	$	6,851,837		$	1,450,097		$	52,849		$	579,496	$	61,234		$	—		8,995,513
Loans held-for-sale																		1,145,264	11.3	%
Total gross loans																	$	10,140,777	100.0	%

December 31, 2018
1	$	6,538		$	—		$	—		$	—	$	23,767		$	—	$	30,305	0.3	%
2		3,356,342			—			7,392			111,466		—			74,346		3,549,546	36.1	%
3		2,987,296			—			33,410			282,366		31,039			—		3,334,111	33.9	%
4		63,094			—			—			—		—			—		63,094	0.6	%
5		—			—			—			—		—			—		—	—	%
N/A		193,847	(1)		1,456,779	(2)		11,976	(1)		—		6,195	(1)		—		1,668,797	17.0	%
	$	6,607,117		$	1,456,779		$	52,778		$	393,832	$	61,001		$	74,346		8,645,853
Loans held-for-sale																		1,187,552	12.1	%
Total gross loans																	$	9,833,405	100.0	%

(1)

Represents loans individually evaluated for impairment in accordance with ASC 310-10.

(2)

First priority infrastructure loans were not risk rated as the Company is in the process of developing a risk rating policy for these loans.

After completing our impairment evaluation process as of March 31, 2019, we concluded that no additional impairment charges or releases thereof were required. During the three months ended March 31, 2019, we charged-off an allowance for impaired loans of $8.3 million relating to a first mortgage loan on a grocery distribution facility located in Montgomery, Alabama that we foreclosed on in March 2019 and obtained physical possession of the underlying collateral property. As of the foreclosure date, our carrying value of the loan totaled $9.0 million ($20.9 million unpaid principal balance net of an $8.3 million allowance for impaired loan and $3.6 million of unamortized discount).

As of March 31, 2019, we had allowances for impaired loans of $29.9 million. Of this amount, $21.6 million relates to a residential conversion project located in New York City, for which our recorded investment was as follows as of March 31, 2019: (i) $149.9 million first mortgage and contiguous mezzanine loans ($118.8 million unpaid principal balance, which does not reflect $38.4 million of accrued interest and $21.6 million allowance for impaired loan) and (ii) $6.7 million unsecured promissory note ($7.1 million unpaid principal balance and no reserve for impaired loan).

Also included in the allowance for impaired loans is $8.3 million related to two subordinated mortgages on department stores located in the Greater Chicago area. Our recorded investment in these loans totaled $12.2 million ($12.0 million unpaid principal balance and $8.3 million allowance for impaired loans) as of March 31, 2019.

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We also have a first mortgage loan on a grocery distribution facility in Orlando, Florida that was leased to a single tenant who filed for bankruptcy. This lease was rejected by the bankruptcy court with the tenant vacating and ceasing debt service in 2018. Because the liquidation value of the property exceeds our recorded investment, we determined that no impairment reserve was required. Our recorded investment in the loan totaled $18.5 million ($21.9 million unpaid principal and interest balance, net of a $3.4 million unamortized discount) as of March 31, 2019. Subsequent to March 31, 2019, we foreclosed on the loan and obtained physical possession of the underlying collateral property.

We apply the cost recovery method of interest income recognition for these impaired loans. The average recorded investment in the impaired loans for the three months ended March 31, 2019 was $199.8 million.

As of March 31, 2019, we held TDRs with unfunded commitments of $4.9 million. There were no TDRs for which interest income was recognized during the three months ended March 31, 2019.

As of March 31, 2019, the department store loans discussed above were 90 days or greater past due, as were $4.2 million of residential loans and a $36.2 million infrastructure loan with a carrying value of $29.2 million, net of a $7.0 million unamortized discount. In accordance with our interest income recognition policy, these loans were placed on non-accrual status.

In accordance with our policies, we record an allowance for loan losses equal to (i) 1.5% of the aggregate carrying amount of loans rated as a “4,” plus (ii) 5% of the aggregate carrying amount of loans rated as a “5,” plus (iii) allowance for infrastructure loans held-for-sale where amortized cost is in excess of fair value, plus (iv) impaired loan reserves, if any. The following table presents the activity in our allowance for loan losses (amounts in thousands):


	For the Three Months Ended
	March 31,
	2019		2018
Allowance for loan losses at January 1	$	39,151	$	4,330
Loan loss provision, net		763		1,538
Charge-offs		(8,352)		—
Recoveries		—		—
Allowance for loan losses at March 31	$	31,562	$	5,868
Recorded investment in loans related to the allowance for loan loss	$	266,996	$	245,791

The activity in our loan portfolio was as follows (amounts in thousands):


	For the Three Months Ended
	March 31,
	2019		2018
Balance at January 1	$	9,794,254	$	7,382,641
Acquisitions/originations/additional funding		2,027,669		1,178,560
Capitalized interest (1)		22,137		16,253
Basis of loans sold (2)		(1,127,201)		(411,625)
Loan maturities/principal repayments		(630,965)		(1,225,815)
Discount accretion/premium amortization		7,526		12,052
Changes in fair value		11,266		7,800
Unrealized foreign currency translation gain		14,208		22,552
Loan loss provision, net		(763)		(1,538)
Loan foreclosure		(8,963)		—
Transfer to/from other asset classifications		47		102
Balance at March 31	$	10,109,215	$	6,980,982

(1) Represents accrued interest income on loans whose terms do not require current payment of interest.

(2) See Note 11 for additional disclosure on these transactions.

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5. Investment Securities

Investment securities were comprised of the following as of March 31, 2019 and December 31, 2018 (amounts in thousands):


	Carrying Value as of
	March 31, 2019		December 31, 2018
RMBS, available-for-sale	$	204,835	$	209,079
RMBS, fair value option (1)		108,816		87,879
CMBS, fair value option (1)		1,143,416		1,157,508
Held-to-maturity (“HTM”) debt securities, amortized cost		643,787		644,149
Equity security, fair value		12,506		11,893
Subtotal — Investment securities		2,113,360		2,110,508
VIE eliminations (1)		(1,203,127)		(1,204,040)
Total investment securities	$	910,233	$	906,468

(1)

Certain fair value option CMBS and RMBS are eliminated in consolidation against VIE liabilities pursuant to ASC 810.

Purchases, sales and principal collections for all investment securities were as follows (amounts in thousands):


	RMBS,		RMBS, fair		CMBS, fair		HTM		Equity		Securitization
	available-for-sale		value option		value option		Securities		Security		VIEs (1)		Total
Three Months Ended March 31, 2019
Purchases	$	—	$	26,272	$	13,262	$	—	$	—	$	(39,534)	$	—
Sales		—		—		36,906		—		—		(33,678)		3,228
Principal collections		6,360		2,034		9,837		1,206		—		(11,683)		7,754
Three Months Ended March 31, 2018
Purchases	$	—	$	—	$	30,225	$	—	$	—	$	(30,225)	$	—
Sales		—		—		7,948		—		—		(7,948)		—
Principal collections		10,150		—		15,181		208,303		—		(14,404)		219,230

(1)

Represents RMBS and CMBS, fair value option amounts eliminated due to our consolidation of securitization VIEs. These amounts are reflected as repayment of debt of consolidated VIEs in our condensed consolidated statements of cash flows.

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RMBS, Available-for-Sale

The Company classified all of its RMBS not eliminated in consolidation as available-for-sale as of March 31, 2019 and December 31, 2018. These RMBS are reported at fair value in the balance sheet with changes in fair value recorded in accumulated other comprehensive income (“AOCI”).

The tables below summarize various attributes of our investments in available-for-sale RMBS as of March 31, 2019 and December 31, 2018 (amounts in thousands):


							Unrealized Gains or (Losses)
							Recognized in AOCI
	Purchase				Recorded				Gross		Gross		Net
	Amortized		Credit		Amortized		Non-Credit		Unrealized		Unrealized		Fair Value
	Cost		OTTI		Cost		OTTI		Gains		Losses		Adjustment		Fair Value
March 31, 2019
RMBS	$	161,604	$	(9,897)	$	151,707	$	(35)	$	53,163	$	—	$	53,128	$	204,835
December 31, 2018
RMBS	$	165,461	$	(9,897)	$	155,564	$	(31)	$	53,546	$	—	$	53,515	$	209,079


	Weighted Average Coupon (1)		Weighted Average Rating	WAL (Years) (2)
March 31, 2019
RMBS	3.7	%	CCC-	6.1
December 31, 2018
RMBS	3.7	%	CCC-	6.0

(1)

Calculated using the March 31, 2019 and December 31, 2018 one-month LIBOR rate of 2.495% and 2.503%, respectively, for floating rate securities.

(2)

Represents the remaining WAL of each respective group of securities as of the respective balance sheet date. The WAL of each individual security is calculated using projected amounts and projected timing of future principal payments.

As of March 31, 2019, approximately $174.3 million, or 85.1%, of RMBS were variable rate and paid interest at LIBOR plus a weighted average spread of 1.22%. As of December 31, 2018, approximately $177.4 million, or 84.9%, of RMBS were variable rate and paid interest at LIBOR plus a weighted average spread of 1.22%. We purchased all of the RMBS at a discount, a portion of which will be accreted into income over the expected remaining life of the security. The majority of the income from this strategy is earned from the accretion of this accretable discount.

The following table contains a reconciliation of aggregate principal balance to amortized cost for our RMBS as of March 31, 2019 and December 31, 2018 (amounts in thousands):


	March 31, 2019		December 31, 2018
Principal balance	$	302,229	$	309,497
Accretable yield		(57,391)		(54,779)
Non-accretable difference		(93,131)		(99,154)
Total discount		(150,522)		(153,933)
Amortized cost	$	151,707	$	155,564

The principal balance of credit deteriorated RMBS was $284.3 million and $290.8 million as of March 31, 2019 and December 31, 2018, respectively. Accretable yield related to these securities totaled $52.4 million and $49.5 million as of March 31, 2019 and December 31, 2018, respectively.

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The following table discloses the changes to accretable yield and non-accretable difference for our RMBS during the three months ended March 31, 2019 (amounts in thousands):


			Non-Accretable
Three Months Ended March 31, 2019	Accretable Yield		Difference
Balance as of January 1, 2019	$	54,779	$	99,154
Accretion of discount		(2,503)		—
Principal write-downs, net		—		(908)
Transfer to/from non-accretable difference		5,115		(5,115)
Balance as of March 31, 2019	$	57,391	$	93,131

We have engaged a third party manager who specializes in RMBS to execute the trading of RMBS, the cost of which was $0.4 million and $0.5 million for the three months ended March 31, 2019 and 2018, respectively, which has been recorded as management fees in the accompanying condensed consolidated statements of operations.

The following table presents the gross unrealized losses and estimated fair value of any available-for-sale securities that were in an unrealized loss position as of March 31, 2019 and December 31, 2018, and for which other-than-temporary impairments (“OTTI”) (full or partial) have not been recognized in earnings (amounts in thousands):


	Estimated Fair Value				Unrealized Losses
	Securities with a		Securities with a		Securities with a		Securities with a
	loss less than		loss greater than		loss less than		loss greater than
	12 months		12 months		12 months		12 months
As of March 31, 2019
RMBS	$	2,133	$	—	$	(35)	$	—
As of December 31, 2018
RMBS	$	2,148	$	—	$	(31)	$	—

As of both March 31, 2019 and December 31, 2018, there was one security with an unrealized loss reflected in the table above. After evaluating this security and recording adjustments for credit-related OTTI, we concluded that the remaining unrealized loss reflected above was noncredit-related and would be recovered from the security’s estimated future cash flows. We considered a number of factors in reaching this conclusion, including that we did not intend to sell the security, it was not considered more likely than not that we would be forced to sell the security prior to recovering our amortized cost, and there were no material credit events that would have caused us to otherwise conclude that we would not recover our cost. Credit losses, which represent most of the OTTI we record on securities, are calculated by comparing (i) the estimated future cash flows of each security discounted at the yield determined as of the initial acquisition date or, if since revised, as of the last date previously revised, to (ii) our amortized cost basis. Significant judgment is used in projecting cash flows for our non-agency RMBS. As a result, actual income and/or impairments could be materially different from what is currently projected and/or reported.

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CMBS and RMBS, Fair Value Option

As discussed in the “Fair Value Option” section of Note 2 herein, we elect the fair value option for certain CMBS and RMBS in an effort to eliminate accounting mismatches resulting from the current or potential consolidation of securitization VIEs. As of March 31, 2019, the fair value and unpaid principal balance of CMBS where we have elected the fair value option, excluding the notional value of interest-only securities and before consolidation of securitization VIEs, were $1.1 billion and $3.0 billion, respectively. As of March 31, 2019, the fair value and unpaid principal balance of RMBS where we have elected the fair value option, excluding the notional value of interest-only securities and before consolidation of securitization VIEs, were $108.8 million and $72.3 million, respectively. The $1.3 billion total fair value balance of CMBS and RMBS represents our economic interests in these assets. However, as a result of our consolidation of securitization VIEs, the vast majority of this fair value (all except $49.1 million at March 31, 2019) is eliminated against VIE liabilities before arriving at our GAAP balance for fair value option investment securities.

As of March 31, 2019, $150.7 million of our CMBS were variable rate and none of our RMBS were variable rate.

HTM Debt Securities, Amortized Cost

The table below summarizes unrealized gains and losses of our investments in HTM debt securities as of March 31, 2019 and December 31, 2018 (amounts in thousands):


	Net Carrying Amount		Gross Unrealized		Gross Unrealized
	(Amortized Cost)		Holding Gains		Holding Losses		Fair Value
March 31, 2019
CMBS	$	409,176	$	1,848	$	(2,470)	$	408,554
Preferred interests		175,001		756		—		175,757
Infrastructure bonds		59,610		88		(545)		59,153
Total	$	643,787	$	2,692	$	(3,015)	$	643,464
December 31, 2018
CMBS	$	408,556	$	2,435	$	(3,349)	$	407,642
Preferred interests		174,825		703		—		175,528
Infrastructure bonds		60,768		178		(168)		60,778
Total	$	644,149	$	3,316	$	(3,517)	$	643,948

The table below summarizes the maturities of our HTM debt securities by type as of March 31, 2019 (amounts in thousands):


			Preferred		Infrastructure
	CMBS		Interests		Bonds		Total
Less than one year	$	75,158	$	—	$	—	$	75,158
One to three years		305,885		—		12,769		318,654
Three to five years		28,133		175,001		—		203,134
Thereafter		—		—		46,841		46,841
Total	$	409,176	$	175,001	$	59,610	$	643,787

Equity Security, Fair Value Option

During 2012, we acquired 9,140,000 ordinary shares from a related-party in Starwood European Real Estate Finance Limited (“SEREF”), a debt fund that is externally managed by an affiliate of our Manager and is listed on the London Stock Exchange. The fair value of the investment remeasured in USD was $12.5 million and $11.9 million as of March 31, 2019 and December 31, 2018, respectively. As of March 31, 2019, our shares represent an approximate 2% interest in SEREF.

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6. Propertie s

Our properties are held within the following portfolios:

Ireland Portfolio

The Ireland Portfolio is comprised of 11 net leased fully occupied office properties and one multifamily property all located in Dublin, Ireland, which we acquired during the year ended December 31, 2015. The Ireland Portfolio, which collectively is comprised of approximately 600,000 square feet, includes total gross properties and lease intangibles of $512.0 million and debt of $353.3 million as of March 31, 2019.

Woodstar I Portfolio

The Woodstar I Portfolio is comprised of 32 affordable housing communities with 8,948 units concentrated primarily in the Tampa, Orlando and West Palm Beach metropolitan areas. During the year ended December 31, 2015, we acquired 18 of the 32 affordable housing communities of the Woodstar I Portfolio with the final 14 communities acquired during the year ended December 31, 2016. The Woodstar I Portfolio includes total gross properties and lease intangibles of $624.4 million and federal, state and county sponsored financing and other debt of $406.8 million as of March 31, 2019.

Woodstar II Portfolio

The Woodstar II Portfolio is comprised of 27 affordable housing communities with 6,109 units concentrated primarily in Central and South Florida. During the year ended December 31, 2017, we acquired eight of the 27 affordable housing communities of the Woodstar II Portfolio with the final 19 communities acquired during the year ended December 31, 2018. The Woodstar II Portfolio includes total gross properties and lease intangibles of $599.4 million and debt of $437.5 million as of March 31, 2019.

Medical Office Portfolio

The Medical Office Portfolio is comprised of 34 medical office buildings acquired during the year ended December 31, 2016. These properties, which collectively comprise 1.9 million square feet, are geographically dispersed throughout the U.S. and primarily affiliated with major hospitals or located on or adjacent to major hospital campuses. The Medical Office Portfolio includes total gross properties and lease intangibles of $760.4 million and debt of $486.8 million as of March 31, 2019.

Master Lease Portfolio

The Master Lease Portfolio is comprised of 16 retail properties geographically dispersed throughout the U.S., with more than 50% of the portfolio, by carrying value, located in Florida, Texas and Minnesota. These properties, which we acquired in September 2017, collectively comprise 1.9 million square feet and were leased back to the seller under corporate guaranteed master net lease agreements with initial terms of 24.6 years and periodic rent escalations. The Master Lease Portfolio includes total gross properties of $343.8 million and debt of $192.2 million as of March 31, 2019.

Investing and Servicing Segment Property Portfolio

The Investing and Servicing Segment Property Portfolio (the “REIS Equity Portfolio”) is comprised of 19 commercial real estate properties and one equity interest in an unconsolidated commercial real estate property. During the year ended December 31, 2018, we acquired three commercial real estate properties from CMBS trusts and the remaining 16 properties were acquired from CMBS trusts prior to December 31, 2017. The REIS Equity Portfolio includes total gross properties and lease intangibles of $352.2 million and debt of $235.5 million as of March 31, 2019.

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The table below summarizes our properties held as of March 31, 2019 and December 31, 2018 (dollars in thousands):


	Depreciable Life	March 31, 2019		December 31, 2018
Property Segment
Land and land improvements	0 – 15 years	$	645,349	$	648,972
Buildings and building improvements	5 – 45 years		1,976,121		1,980,283
Furniture & fixtures	3 – 7 years		47,218		46,048
Investing and Servicing Segment
Land and land improvements	0 – 15 years		82,362		82,332
Buildings and building improvements	3 – 40 years		217,086		213,010
Furniture & fixtures	2 – 5 years		2,374		2,158
Commercial and Residential Lending Segment (1)
Land and land improvements	0 – 2 years		2,508		—
Buildings	23 years		6,455		—
Properties, cost			2,979,473		2,972,803
Less: accumulated depreciation			(210,099)		(187,913)
Properties, net		$	2,769,374	$	2,784,890

(1)

Represents properties acquired through loan foreclosure. Refer to Note 4 for further discussion.

During the three months ended March 31, 2018, we sold five operating properties for $52.3 million, recognizing a gain on sale of $10.3 million within gain on sale of investments and other assets in our condensed consolidated statement of operations. One of these properties was acquired by a third party which already held a $0.3 million non-controlling interest in the property. During the three months ended March 31, 2018, $1.3 million of the gain on sale was attributable to non-controlling interests. No operating properties were sold during the three months ended March 31, 2019.

Future rental payments due to us from tenants under existing non-cancellable operating leases for each of the next five years and thereafter are as follows (in thousands):


2019 (remainder of)	$	169,273
2020		131,736
2021		121,826
2022		114,467
2023		98,211
Thereafter		837,401
Total	$	1,472,914

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7. Investment in Unconsolidated Entities

The table below summarizes our investments in unconsolidated entities as of March 31, 2019 and December 31, 2018 (dollars in thousands):


	Participation /	Carrying value as of
	Ownership % (1)	March 31, 2019		December 31, 2018
Equity method:
Retail Fund	33%	$	70,557	$	114,362
Investor entity which owns equity in an online real estate company	50%		9,380		9,372
Equity interests in commercial real estate	50%		2,654		6,294
Equity interest in and advances to a residential mortgage originator (2)	N/A		8,817		9,082
Various	25% - 50%		6,799		6,984
			98,207		146,094
Cost method:
Equity interest in a servicing and advisory business	6%		6,207		6,207
Investment funds which own equity in a loan servicer and other real estate assets	4% - 6%		9,225		9,225
Various	0% - 3%		10,721		10,239
			26,153		25,671
		$	124,360	$	171,765

(1)

None of these investments are publicly traded and therefore quoted market prices are not available.

(2)

Includes a $2.0 million subordinated loan the Company funded in June 2018.

We own a 33% equity interest in a fund that owns four regional shopping malls (the “Retail Fund”), an investment company that measures its assets at fair value on a recurring basis. We report our interest in the Retail Fund on a three-month lag basis at its liquidation value. During the period included in our three months ended March 31, 2019, the Retail Fund reported unrealized decreases in the fair value of its real estate properties, which resulted in a $44.9 million decrease to our investment. This amount was recognized within loss from unconsolidated entities in our condensed consolidated statement of operations during the three months ended March 31, 2019.

As of March 31, 2019, the carrying value of our equity investment in a residential mortgage originator exceeded the underlying equity in net assets of such investee by $1.6 million. This difference is the result of the Company recording its investment in the investee at its acquisition date fair value, which included certain non-amortizing intangible assets not recognized by the investee. Should the Company determine these intangible assets held by the investee are impaired, the Company will recognize such impairment loss through earnings from unconsolidated entities in our consolidated statement of operations, otherwise, such difference between the carrying value of our equity investment in the residential mortgage originator and the underlying equity in the net assets of the residential mortgage originator will continue to exist. Other than our equity interest in the residential mortgage originator, there were no differences between the carrying value of our equity method investments and the underlying equity in the net assets of the investees as of March 31, 2019.

During the three months ended March 31, 2019, we did not become aware of any observable price changes in our cost method investments or any indicators of impairment.

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8. Goodwil l and Intangibles

Goodwill

Infrastructure Lending Segment

The Infrastructure Lending Segment’s goodwill of $119.4 million at both March 31, 2019 and December 31, 2018 represents the excess of consideration transferred over the fair value of net assets acquired on September 19, 2018 and October 15, 2018. The goodwill recognized is attributable to value embedded in the acquired Infrastructure Lending Segment’s lending platform.

LNR Property LLC (“LNR”)

The Investing and Servicing Segment’s goodwill of $140.4 million at both March 31, 2019 and December 31, 2018 represents the excess of consideration transferred over the fair value of net assets of LNR acquired on April 19, 2013. The goodwill recognized is attributable to value embedded in LNR’s existing platform, which includes a network of commercial real estate asset managers, work-out specialists, underwriters and administrative support professionals as well as proprietary historical performance data on commercial real estate assets.

Intangible Assets

Servicing Rights Intangibles

In connection with the LNR acquisition, we identified domestic servicing rights that existed at the purchase date, based upon the expected future cash flows of the associated servicing contracts. At March 31, 2019 and December 31, 2018 the balance of the domestic servicing intangible was net of $24.3 million and $24.1 million, respectively, which was eliminated in consolidation pursuant to ASC 810 against VIE assets in connection with our consolidation of securitization VIEs. Before VIE consolidation, as of March 31, 2019 and December 31, 2018, the domestic servicing intangible had a balance of $44.1 million and $44.6 million, respectively, which represents our economic interest in this asset.

Lease Intangibles

In connection with our acquisitions of commercial real estate, we recognized in-place lease intangible assets and favorable lease intangible assets associated with certain non-cancelable operating leases of the acquired properties.

The following table summarizes our intangible assets, which are comprised of servicing rights intangibles and lease intangibles, as of March 31, 2019 and December 31, 2018 (amounts in thousands):


	As of March 31, 2019						As of December 31, 2018
	Gross Carrying		Accumulated		Net Carrying		Gross Carrying		Accumulated		Net Carrying
	Value		Amortization		Value		Value		Amortization		Value
Domestic servicing rights, at fair value	$	19,790	$	—	$	19,790	$	20,557	$	—	$	20,557
In-place lease intangible assets		197,017		(106,076)		90,941		198,220		(100,873)		97,347
Favorable lease intangible assets		36,632		(10,528)		26,104		36,895		(9,766)		27,129
Total net intangible assets	$	253,439	$	(116,604)	$	136,835	$	255,672	$	(110,639)	$	145,033

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The following table summarizes the activity within intangible assets for the three months ended March 31, 2019 (amounts in thousands):


	Domestic		In-place Lease		Favorable Lease
	Servicing		Intangible		Intangible
	Rights		Assets		Assets		Total
Balance as of January 1, 2019	$	20,557	$	97,347	$	27,129	$	145,033
Amortization		—		(5,736)		(875)		(6,611)
Foreign exchange loss		—		(550)		(150)		(700)
Impairment (1)		—		(120)		—		(120)
Changes in fair value due to changes in inputs and assumptions		(767)		—		—		(767)
Balance as of March 31, 2019	$	19,790	$	90,941	$	26,104	$	136,835

(1)

Impairment of intangible lease assets is recognized within other expense in our condensed consolidated statements of operations.

The following table sets forth the estimated aggregate amortization of our in-place lease intangible assets and favorable lease intangible assets for the next five years and thereafter (amounts in thousands):


2019 (remainder of)	$	16,406
2020		17,390
2021		14,950
2022		12,158
2023		8,946
Thereafter		47,195
Total	$	117,045

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9. Secured Financing Agreements

The following table is a summary of our secured financing agreements in place as of March 31, 2019 and December 31, 2018 (dollars in thousands):


										Carrying Value at
	Current	Extended			Pledged Asset		Maximum			March 31,		December 31,
	Maturity	Maturity (a)	Pricing		Carrying Value		Facility Size			2019		2018
Lender 1 Repo 1	(b)	(b)	LIBOR + 1.60% to 5.75%		$	1,723,488	$	2,000,000		$	1,341,314	$	1,279,979
Lender 2 Repo 1	Apr 2020	Apr 2023	LIBOR + 1.50% to 2.50%			645,636		900,000	(c)		467,390		384,791
Lender 4 Repo 2	May 2021	May 2023	LIBOR + 1.70% to 3.25%			1,073,533		1,000,000			664,637		552,345
Lender 6 Repo 1	Aug 2021	N/A	LIBOR + 1.50% to 2.50%			451,409		600,000			361,291		507,545
Lender 6 Repo 2	Jan 2024	N/A	GBP LIBOR + 2.45% to 2.75%, EURIBOR + 2.25%			714,538		559,524			545,880		312,437
Lender 7 Repo 1	Sep 2021	Sep 2023	LIBOR + 1.50% to 2.25%			123,071		250,000			99,064		71,720
Lender 10 Repo 1	May 2021	May 2023	LIBOR + 1.50% to 2.75%			200,455		164,840			160,480		160,480
Lender 11 Repo 1	Feb 2021	N/A	LIBOR + 2.10%			—		400,000			—		—
Lender 11 Repo 2	Sep 2019	Sep 2023	LIBOR + 2.00% to 2.50%			354,912		500,000			220,690		270,690
Lender 12 Repo 1	Jun 2021	Jun 2024	LIBOR + 2.10% to 2.45%			233,971		250,000			176,250		43,500
Lender 13 Repo 1	(d)	(d)	LIBOR + 1.50%			137,420		200,000			106,124		14,824
Lender 7 Secured Financing	Feb 2021	Feb 2023	LIBOR + 2.25%	(e)		—		650,000	(f)		—		—
Lender 8 Secured Financing	Aug 2019	N/A	LIBOR + 4.00%			—		—			—		—
Conduit Repo 2	Nov 2019	Nov 2020	LIBOR + 2.25%			116,967		200,000			91,280		35,034
Conduit Repo 3	Feb 2020	Feb 2021	LIBOR + 2.10%			26,158		150,000			18,884		—
MBS Repo 1	(g)	(g)	N/A			—		—			—		—
MBS Repo 2	Dec 2020	N/A	LIBOR + 1.55% to 1.75%			222,303		159,202			159,202		159,202
MBS Repo 3	(h)	(h)	LIBOR + 1.30% to 1.85%			714,884		428,414			428,414		427,942
MBS Repo 4	(i)	N/A	LIBOR + 1.25%			151,613		100,000			60,000		13,824
MBS Repo 5	Dec 2028	Jun 2029	4.22%			57,618		150,000			55,389		55,437
Investing and Servicing Segment Property Mortgages	May 2020 to Jun 2026	N/A	Various			264,146		242,499			223,465		219,237
Ireland Mortgage	Oct 2025	N/A	1.93%			448,324		354,875			354,875		362,854
Woodstar I Mortgages	Nov 2025 to Oct 2026	N/A	3.72% to 3.97%			343,540		276,748			276,748		276,748
Woodstar I Government Financing	Mar 2026 to Jun 2049	N/A	1.00% to 5.00%			197,385		130,607			130,607		131,179
Woodstar II Mortgages	Jan 2028 to Apr 2028	N/A	3.81% to 3.85%			526,736		417,669			417,669		417,669
Woodstar II Government Financing	Jun 2030 to Aug 2052	N/A	1.00% to 3.19%			38,680		25,229			25,229		25,311
Medical Office Mortgages	Dec 2021	Dec 2023	LIBOR + 2.50%			672,442		524,499			492,828		492,828
Master Lease Mortgages	Oct 2027	N/A	4.38%			330,998		194,900			194,900		194,900
Infrastructure Acquisition Facility	Sep 2021	Sep 2022	Various	(j)		1,455,572		1,528,327			1,175,677		1,551,148
Infrastructure Repo	Feb 2020	Feb 2021	LIBOR + 1.75%			307,636		500,000			257,318		—
Term Loan A	Dec 2020	Dec 2021	LIBOR + 2.25%	(e)		931,519		300,000			300,000		300,000
Revolving Secured Financing	Dec 2020	Dec 2021	LIBOR + 2.25%	(e)		—		100,000			—		—
FHLB	Feb 2021	N/A	Various			676,836		2,000,000			500,000		500,000
					$	13,141,790	$	15,257,333			9,305,605		8,761,624
Unamortized net discount											(911)		(963)
Unamortized deferred financing costs											(69,784)		(77,096)
										$	9,234,910	$	8,683,565

(a)

Subject to certain conditions as defined in the respective facility agreement.

(b)

Maturity date for borrowings collateralized by loans is September 2019 with an additional extension option to September 2021. Borrowings collateralized by loans existing at maturity may remain outstanding until such loan collateral matures, subject to certain specified conditions and not to exceed September 2025.

(c)

The initial maximum facility size of $600.0 million may be increased to $900.0 million at our options, subject to certain conditions.

(d)

Maturity date for borrowings collateralized by loans is May 2020 with an additional extension option to August 2021. Borrowings collateralized by loans existing at maturity may remain outstanding until such loan collateral matures, subject to certain specified conditions.

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(e)

Subject to borrower’s option to choose alternative benchmark based rates pursuant to the terms of the credit agreement.

(f)

The initial maximum facility size of $300.0 million may be increased to $650.0 million, subject to certain conditions.

(g)

Facility carries a rolling 11-month term which may reset monthly with the lender’s consent. This facility carries no maximum facility size.

(h)

Facility carries a rolling 12-month term which may reset monthly with the lender’s consent. Current maturity is March 2020. This facility carries no maximum facility size. Amounts reflect the outstanding balance as of March 31, 2019.

(i)

The date that is 270 days after the buyer delivers notice to seller, subject to a maximum date of May 2020.

(j)

Consists of an annual interest rate of the applicable currency benchmark index + 1.50%. The spread increases 25 bps in each of the second and third years of the facility which was entered into in September 2018.

In the normal course of business, the Company is in discussions with its lenders to extend or amend any financing facilities which contain near term expirations.

In January 2019, we amended the Lender 6 Repo 2 facility to increase available borrowings from £330.9 million to £429.2 million to finance a loan held-for-investment. In connection therewith, the current maturity was extended from October 2022 to January 2024.

In February 2019, we amended the Lender 11 Repo 1 facility to increase available borrowings from $200.0 million to $400.0 million to finance residential loans held-for-sale. In connection therewith, the current maturity was extended from June 2019 to February 2021.

In February 2019, we amended the MBS Repo 4 facility to decrease available borrowings from $110.0 million to $100.0 million and decrease pricing from LIBOR + 1.70% to LIBOR + 1.25%.

In February 2019, we entered into a $500.0 million repurchase facility (“Infrastructure Repo”) to finance loans within the Infrastructure Lending Segment. The facility carries a one-year initial term with a one-year extension option and an annual interest rate of LIBOR + 1.75%.

In March 2019, we amended the FHLB facility to increase available borrowings from $500.0 million to $2.0 billion, subject to scheduled reductions to available capacity from September 2020 through maturity in February 2021.

Our secured financing agreements contain certain financial tests and covenants. As of March 31, 2019, we were in compliance with all such covenants.

The following table sets forth our five‑year principal repayments schedule for secured financings assuming no defaults and excluding loans transferred as secured borrowings. Our credit facilities generally require principal to be paid down prior to the facilities’ respective maturities if and when we receive principal payments on, or sell, the investment collateral that we have pledged. The amount reflected in each period includes principal repayments on our credit facilities that would be required if (i) we received the repayments that we expect to receive on the investments that have been pledged as collateral under the credit facilities, as applicable, and (ii) the credit facilities that are expected to have amounts outstanding at their current maturity dates are extended where extension options are available to us (amounts in thousands):


	Repurchase		Other Secured
	Agreements		Financing		Total
2019 (remainder of)	$	210,054	$	205,791	$	415,845
2020		970,169		540,453		1,510,622
2021		982,706		864,893		1,847,599
2022		817,007		800,876		1,617,883
2023		1,706,392		565,357		2,271,749
Thereafter		527,279		1,114,628		1,641,907
Total	$	5,213,607	$	4,091,998	$	9,305,605

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For the three months ended March 31, 2019 and 2018, approximately $8.7 million and $5.1 million, respectively, of amortization of deferred financing costs from secured financing agreements was included in interest expense on our condensed consolidated statements of operations.

The following table sets forth our outstanding balance of repurchase agreements related to the following asset collateral classes as of March 31, 2019 and December 31, 2018 (amounts in thousands):


Class of Collateral	March 31, 2019		December 31, 2018
Loans held-for-investment	$	4,400,438	$	3,567,786
Loans held-for-sale		110,164		65,559
Investment securities		703,005		656,405
	$	5,213,607	$	4,289,750

We seek to mitigate risks associated with our repurchase agreements by managing risk related to the credit quality of our assets, interest rates, liquidity, prepayment speeds and market value. The margin call provisions under the majority of our repurchase facilities, consisting of 73% of these agreements, do not permit valuation adjustments based on capital markets activity. Instead, margin calls on these facilities are limited to collateral-specific credit marks. To monitor credit risk associated with the performance and value of our loans and investments, our asset management team regularly reviews our investment portfolios and is in regular contact with our borrowers, monitoring performance of the collateral and enforcing our rights as necessary. For repurchase agreements containing margin call provisions for general capital markets activity, approximately 26% of these pertain to our loans held-for-sale, for which we manage credit risk through the purchase of credit index instruments. We further seek to manage risks associated with our repurchase agreements by matching the maturities and interest rate characteristics of our loans with the related repurchase agreements.

10. Unsecured Senior Notes

The following table is a summary of our unsecured senior notes outstanding as of March 31, 2019 and December 31, 2018 (dollars in thousands):


						Remaining
	Coupon		Effective		Maturity	Period of		Carrying Value at
	Rate		Rate (1)		Date	Amortization		March 31, 2019		December 31, 2018
2019 Convertible Notes	N/A		N/A		N/A	N/A		$	—	$	77,969
2021 Senior Notes (February)	3.63	%	3.89	%	2/1/2021	1.8	years		500,000		500,000
2021 Senior Notes (December)	5.00	%	5.32	%	12/15/2021	2.7	years		700,000		700,000
2023 Convertible Notes	4.38	%	4.86	%	4/1/2023	4.0	years		250,000		250,000
2025 Senior Notes	4.75	%	5.04	%	3/15/2025	6.0	years		500,000		500,000
Total principal amount									1,950,000		2,027,969
Unamortized discount—Convertible Notes									(4,367)		(4,644)
Unamortized discount—Senior Notes									(15,365)		(16,416)
Unamortized deferred financing costs									(7,473)		(8,078)
Carrying amount of debt components								$	1,922,795	$	1,998,831
Carrying amount of conversion option equity components recorded in additional paid-in capital for outstanding convertible notes								$	3,775	$	3,755

(1)

Effective rate includes the effects of underwriter purchase discount and the adjustment for the conversion option on our convertible senior notes, the value of which reduced the initial liability and was recorded in additional paid‑in capital.

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Convertible Senior Notes

During the three months ended March 31, 2019, we settled the remaining $78.0 million principal amount of the 4.00% Convertible Senior Notes due 2019 (the “2019 Notes”) through the issuance of 3.6 million shares of common stock and cash payments of $12.0 million.

We recognized interest expense of $3.2 million and $11.3 million during the three months ended March 31, 2019 and 2018, respectively, from our unsecured convertible senior notes.

The following table details the conversion attributes of our Convertible Notes outstanding as of March 31, 2019 (amounts in thousands, except rates):


	March 31, 2019			Conversion Spread Value - Shares (3)
	Conversion	Conversion		For the Three Months Ended March 31,
	Rate (1)	Price (2)		2019	2018
2019 Notes	N/A		N/A	—	1,209
2023 Notes	38.5959	$	25.91	—	—
				—	1,209

(1)

The conversion rate represents the number of shares of common stock issuable per $1,000 principal amount of Convertible Notes converted, as adjusted in accordance with the indentures governing the Convertible Notes (including the applicable supplemental indentures).

(2)

As of March 31, 2019 and 2018, the market price of the Company’s common stock was $22.35 and $20.95 per share, respectively.

(3)

The conversion spread value represents the portion of the Convertible Notes that are “in-the-money”, representing the value that would be delivered to investors in shares upon an assumed conversion.

The if‑converted value of the 2023 Notes was less than their principal amount by $34.3 million at March 31, 2019 as the closing market price of the Company’s common stock of $22.35 was less than the implicit conversion price of $25.91 per share.

Effective June 30, 2018, the Company no longer asserts its intent to fully settle the principal amount of the Convertible Notes in cash upon conversion. The if-converted value of the principal amount of the 2023 Notes was $215.7 million as of March 31, 2019.

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11. Loan Securitization/Sale Activities

As described below, we regularly sell loans and notes under various strategies. We evaluate such sales as to whether they meet the criteria for treatment as a sale—legal isolation, ability of transferee to pledge or exchange the transferred assets without constraint and transfer of control.

Conduit Loan Securitizations

Within the Investing and Servicing Segment, we originate commercial mortgage loans with the intent to sell these mortgage loans to VIEs for the purposes of securitization. These VIEs then issue CMBS that are collateralized in part by these assets, as well as other assets transferred to the VIE by third parties. In certain instances, we retain an interest in the VIE and/or serve as special servicer for the VIE. In these circumstances, we generally consolidate the VIE into which the loans were sold. The following summarizes the fair value and par value of loans sold from our conduit platform, as well as the amount of sale proceeds used in part to repay the outstanding balance of the repurchase agreements associated with these loans for the three months ended March 31, 2019 and 2018 (amounts in thousands):


					Repayment of
					repurchase
	Face Amount		Proceeds		agreements
For the Three Months Ended March 31,
2019	$	179,411	$	186,841	$	136,133
2018		256,818		266,632		193,844

Securitization Financing Arrangements and Sales

Within the Commercial and Residential Lending Segment, we originate or acquire residential and commercial mortgage loans, subsequently selling all or a portion thereof. Typically, our motivation for entering into these transactions is to effectively create leverage on the subordinated position that we will retain and hold for investment. These loans may be sold directly or through a securitization. In certain instances, we retain an interest in the VIE and continue to act as servicer, special servicer or servicing administrator for the loan following its sale. In these circumstances, similar to the case of our Investing and Servicing Segment described above, we generally consolidate the VIE into which the loans were sold. During the three months ended March 31, 2019, we consolidated the securitization VIE into which our residential loans were sold. In this instance, we retained an interest in the VIE. The following table summarizes our loans sold and loans transferred as secured borrowings by the Commercial and Residential Lending Segment net of expenses (amounts in thousands):


											Loan Transfers
	Loan Transfers Accounted for as Sales									Accounted for as Secured
	Commercial				Residential					Borrowings
	Face Amount		Proceeds			Face Amount		Proceeds			Face Amount		Proceeds
For the Three Months Ended March 31,
2019	$	398,741	$	396,310		$	362,418	$	374,861		$	—	$	—
2018		146,400		145,273			—		—			—		—

During the three months ended March 31, 2019, a gain of $0.3 million was recognized within change in fair value of mortgage loans held-for-sale, net in our condensed consolidated statement of operations in connection with the residential mortgage loan securitization. During the three months ended March 31, 2019 and 2018, gains recognized by the Commercial and Residential Lending Segment on sales of commercial loans were $2.8 million and $0.3 million, respectively.

Our securitizations have each been structured as bankruptcy-remote entities whose assets are not intended to be available to the creditors of any other party.

Infrastructure Loan Sales

During the three months ended March 31, 2019, the Infrastructure Lending Segment sold loans held-for-sale with an aggregate face amount of $180.3 million for proceeds of $172.7 million, recognizing gain on sales of $0.8 million.

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12. Derivatives and Hedging Activity

Risk Management Objective of Using Derivatives

We are exposed to certain risks arising from both our business operations and economic conditions. Refer to Note 13 to the consolidated financial statements included in our Form 10-K for further discussion of our risk management objectives and policies.

Designated Hedges

The Company does not generally elect to apply the hedge accounting designation to its hedging instruments. As of March 31, 2019 and December 31, 2018, the Company did not have any designated hedges. As of March 31, 2018, the Company had two interest rate swaps that had been designated as cash flow hedges of the interest rate risk associated with forecasted interest payments. During the three months ended March 31, 2018, the impact of these cash flow hedges on our net income was not material and we did not recognize any hedge ineffectiveness in earnings.

Non-designated Hedges and Derivatives

We have entered into the following types of non-designated hedges and derivatives:

Foreign exchange (“Fx”) forwards whereby we agree to buy or sell a specified amount of foreign currency for a specified amount of USD at a future date, economically fixing the USD amounts of foreign denominated cash flows we expect to receive or pay related to certain foreign denominated loan investments and properties;

Interest rate contracts which hedge a portion of our exposure to changes in interest rates;

Credit index instruments which hedge a portion of our exposure to the credit risk of our commercial loans held-for-sale;

Interest rate swap guarantees whereby we guarantee the interest rate swap obligations of certain Infrastructure Lending borrowers. Our interest rate swap guarantees were assumed in connection with the acquisition of the Infrastructure Lending Segment.

The following table summarizes our non-designated derivatives as of March 31, 2019 (notional amounts in thousands):


Type of Derivative	Number of Contracts	Aggregate Notional Amount	Notional Currency	Maturity
Fx contracts – Sell Euros ("EUR")	56	281,609	EUR	April 2019 – October 2022
Fx contracts – Sell Pounds Sterling ("GBP")	142	320,633	GBP	April 2019 – January 2022
Fx contracts – Sell Canadian dollar ("CAD")	15	8,597	CAD	April 2019 – October 2022
Fx contracts – Sell Australian dollar ("AUD")	3	7,521	AUD	April 2019 – October 2019
Interest rate swaps – Paying fixed rates	30	1,132,992	USD	April 2019 – April 2029
Interest rate swaps – Receiving fixed rates	2	970,000	USD	January 2021 – March 2025
Interest rate caps	8	109,584	USD	January 2020 – December 2021
Credit index instruments	4	39,000	USD	November 2054 – August 2061
Interest rate swap guarantees	9	658,493	USD	December 2020 – June 2025
Interest rate swap guarantees	1	11,091	GBP	December 2024
Interest rate swap guarantees	1	91,374	CAD	June 2045
Total	271

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The table below presents the fair value of our derivative financial instruments as well as their classification on the condensed consolidated balance sheets as of March 31, 2019 and December 31, 2018 (amounts in thousands):


	Fair Value of Derivatives				Fair Value of Derivatives
	in an Asset Position (1) as of				in a Liability Position (2) as of
	March 31,		December 31,		March 31,		December 31,
	2019		2018		2019		2018
Derivatives not designated as hedging instruments:
Interest rate contracts	$	21,412	$	30,791	$	6,973	$	14,457
Interest rate swap guarantees		—		—		577		396
Foreign exchange contracts		25,978		21,346		2,613		562
Credit index instruments		20		554		—		—
Total derivatives not designated as hedging instruments		47,410		52,691		10,163		15,415
Total derivatives	$	47,410	$	52,691	$	10,163	$	15,415

(1)

Classified as derivative assets in our condensed consolidated balance sheets.

(2)

Classified as derivative liabilities in our condensed consolidated balance sheets.

The tables below present the effect of our derivative financial instruments on the condensed consolidated statements of operations and of comprehensive income for the three months ended March 31, 2019 and 2018 (amounts in thousands):


			Gain (Loss)
	Gain (Loss)		Reclassified		Gain (Loss)
	Recognized		from AOCI		Recognized
Derivatives Designated as Hedging Instruments	in OCI		into Income		in Income		Location of Gain (Loss)
For the Three Months Ended March 31,	(effective portion)		(effective portion)		(ineffective portion)		Recognized in Income
2019	$	—	$	—	$	—	Interest expense
2018	$	9	$	4	$	—	Interest expense


		Amount of Gain (Loss)
		Recognized in Income for the
Derivatives Not Designated	Location of Gain (Loss)	Three Months Ended March 31,
as Hedging Instruments	Recognized in Income	2019		2018
Interest rate contracts	Loss on derivative financial instruments	$	(3,757)	$	6,237
Interest rate swap guarantees	Loss on derivative financial instruments		(182)		—
Foreign exchange contracts	Loss on derivative financial instruments		2,444		(23,143)
Credit index instruments	Loss on derivative financial instruments		(712)		47
		$	(2,207)	$	(16,859)

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13. Offsetting Assets and Liabilities

The following tables present the potential effects of netting arrangements on our financial position for financial assets and liabilities within the scope of ASC 210-20, Balance Sheet—Offsetting , which for us are derivative assets and liabilities as well as repurchase agreement liabilities (amounts in thousands):


							(iv)
							Gross Amounts Not
							Offset in the Statement
			(ii)		(iii) = (i) - (ii)		of Financial Position
			Gross Amounts		Net Amounts				Cash
	(i)		Offset in the		Presented in				Collateral
	Gross Amounts		Statement of		the Statement of		Financial		Received /		(v) = (iii) - (iv)
	Recognized		Financial Position		Financial Position		Instruments		Pledged		Net Amount
As of March 31, 2019
Derivative assets	$	47,410	$	—	$	47,410	$	4,449	$	—	$	42,961
Derivative liabilities	$	10,163	$	—	$	10,163	$	4,449	$	3,285	$	2,429
Repurchase agreements		5,213,607		—		5,213,607		5,213,607		—		—
	$	5,223,770	$	—	$	5,223,770	$	5,218,056	$	3,285	$	2,429
As of December 31, 2018
Derivative assets	$	52,691	$	—	$	52,691	$	1,408	$	—	$	51,283
Derivative liabilities	$	15,415	$	—	$	15,415	$	1,408	$	8,658	$	5,349
Repurchase agreements		4,289,750		—		4,289,750		4,289,750		—		—
	$	4,305,165	$	—	$	4,305,165	$	4,291,158	$	8,658	$	5,349

14. Variable Interest Entities

Investment Securities

As discussed in Note 2, we evaluate all of our investments and other interests in entities for consolidation, including our investments in CMBS, RMBS and our retained interests in securitization transactions we initiated, all of which are generally considered to be variable interests in VIEs.

Securitization VIEs consolidated in accordance with ASC 810 are structured as pass through entities that receive principal and interest on the underlying collateral and distribute those payments to the certificate holders. The assets and other instruments held by these securitization entities are restricted and can only be used to fulfill the obligations of the entity. Additionally, the obligations of the securitization entities do not have any recourse to the general credit of any other consolidated entities, nor to us as the primary beneficiary. The VIE liabilities initially represent investment securities on our balance sheet (pre-consolidation). Upon consolidation of these VIEs, our associated investment securities are eliminated, as is the interest income related to those securities. Similarly, the fees we earn in our roles as special servicer of the bonds issued by the consolidated VIEs or as collateral administrator of the consolidated VIEs are also eliminated. Finally, an allocable portion of the identified servicing intangible associated with the eliminated fee streams is eliminated in consolidation.

VIEs in which we are the Primary Beneficiary

The inclusion of the assets and liabilities of securitization VIEs in which we are deemed the primary beneficiary has no economic effect on us. Our exposure to the obligations of securitization VIEs is generally limited to our investment in these entities. We are not obligated to provide, nor have we provided, any financial support for any of these consolidated structures.

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We also hold controlling interests in non-securitization entities that are considered VIEs, most of which were established to facilitate the acquisition of certain properties. SPT Dolphin Intermediate LLC (“SPT Dolphin”), the entity which holds the Woodstar II Portfolio, is a VIE because the third party interest holders do not carry kick-out rights or substantive participating rights. We were deemed to be the primary beneficiary of the VIE because we possess both the power to direct the activities of the VIE that most significantly impact its economic performance and a significant economic interest in the entity. This VIE had net assets of $692.4 million and liabilities of $445.0 million as of March 31, 2019. In total, our consolidated non-securitization VIEs had net assets of $799.1 million and liabilities of $531.2 million as of March 31, 2019.

VIEs in which we are not the Primary Beneficiary

In certain instances, we hold a variable interest in a VIE in the form of CMBS, but either (i) we are not appointed, or do not serve as, special servicer or servicing administrator or (ii) an unrelated third party has the rights to unilaterally remove us as special servicer without cause. In these instances, we do not have the power to direct activities that most significantly impact the VIE’s economic performance. In other cases, the variable interest we hold does not obligate us to absorb losses or provide us with the right to receive benefits from the VIE which could potentially be significant. For these structures, we are not deemed to be the primary beneficiary of the VIE, and we do not consolidate these VIEs.

As of March 31, 2019, four of our collateralized debt obligation (“CDO”) structures were in default or imminent default, which, pursuant to the underlying indentures, changes the rights of the variable interest holders. Upon default of a CDO, the trustee or senior note holders are allowed to exercise certain rights, including liquidation of the collateral, which at that time, is the activity which would most significantly impact the CDO’s economic performance. Further, when the CDO is in default, the collateral administrator no longer has the option to purchase securities from the CDO. In cases where the CDO is in default and we do not have the ability to exercise rights which would most significantly impact the CDO’s economic performance, we do not consolidate the VIE. As of March 31, 2019, none of these CDO structures were consolidated.

As noted above, we are not obligated to provide, nor have we provided, any financial support for any of our securitization VIEs, whether or not we are deemed to be the primary beneficiary. As such, the risk associated with our involvement in these VIEs is limited to the carrying value of our investment in the entity. As of March 31, 2019, our maximum risk of loss related to securitization VIEs in which we were not the primary beneficiary was $49.1 million on a fair value basis.

As of March 31, 2019, the securitization VIEs which we do not consolidate had debt obligations to beneficial interest holders with unpaid principal balances, excluding the notional value of interest-only securities, of $6.5 billion. The corresponding assets are comprised primarily of commercial mortgage loans with unpaid principal balances corresponding to the amounts of the outstanding debt obligations.

We also hold passive non-controlling interests in certain unconsolidated entities that are considered VIEs. We are not the primary beneficiaries of these VIEs as we do not possess the power to direct the activities of the VIEs that most significantly impact their economic performance and therefore report our interests, which totaled $88.6 million as of March 31, 2019, within investment in unconsolidated entities on our condensed consolidated balance sheet. Our maximum risk of loss is limited to our carrying value of the investments.

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15. Related-Party Transaction s

Management Agreement

We are party to a management agreement (the “Management Agreement”) with our Manager. Under the Management Agreement, our Manager, subject to the oversight of our board of directors, is required to manage our day to day activities, for which our Manager receives a base management fee and is eligible for an incentive fee and stock awards. Our Manager’s personnel perform certain due diligence, legal, management and other services that outside professionals or consultants would otherwise perform. As such, in accordance with the terms of our Management Agreement, our Manager is paid or reimbursed for the documented costs of performing such tasks, provided that such costs and reimbursements are in amounts no greater than those which would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s-length basis. Refer to Note 16 to the consolidated financial statements included in our Form 10-K for further discussion of this agreement.

Base Management Fee. For the three months ended March 31, 2019 and 2018, approximately $19.6 million and $17.5 million, respectively, was incurred for base management fees. As of March 31, 2019 and December 31, 2018, there were $19.6 million and $19.2 million, respectively, of unpaid base management fees included in related-party payable in our condensed consolidated balance sheets.

Incentive Fee. For the three months ended March 31, 2019 and 2018, approximately $0.2 million and $9.6 million, respectively, was incurred for incentive fees. As of March 31, 2019, there were no unpaid incentive fees. As of December 31, 2018, approximately $21.8 million of unpaid incentive fees were included in related-party payable in our condensed consolidated balance sheet.

Expense Reimbursement. For the three months ended March 31, 2019 and 2018, approximately $2.2 million and $2.1 million, respectively, was incurred for executive compensation and other reimbursable expenses and recognized within general and administrative expenses in our condensed consolidated statements of operations. As of March 31, 2019 and December 31, 2018, approximately $4.4 million and $3.0 million, respectively, of unpaid reimbursable executive compensation and other expenses were included in related-party payable in our condensed consolidated balance sheets.

Equity Awards. In certain instances, we issue RSAs to certain employees of affiliates of our Manager who perform services for us. During the three months ended March 31, 2019 and 2018, we granted 114,216 and 189,813 RSAs, respectively, at grant date fair values of $2.6 million and $4.0 million, respectively. Expenses related to the vesting of awards to employees of affiliates of our Manager were $0.8 million and $0.5 million during the three months ended March 31, 2019 and 2018, respectively, and are reflected in general and administrative expenses in our condensed consolidated statements of operations. These shares generally vest over a three-year period.

Manager Equity Plan

In May 2017, the Company’s shareholders approved the Starwood Property Trust, Inc. 2017 Manager Equity Plan (the “2017 Manager Equity Plan”), which replaced the Starwood Property Trust, Inc. Manager Equity Plan (“Manager Equity Plan”). In April 2018, we granted 775,000 RSUs to our Manager under the 2017 Manager Equity Plan. In March 2017, we granted 1,000,000 RSUs to our Manager under the Manager Equity Plan. In May 2015, we granted 675,000 RSUs to our Manager under the Manager Equity Plan. In connection with these grants and prior similar grants, we recognized share-based compensation expense of $3.2 million and $2.9 million within management fees in our condensed consolidated statements of operations for the three months ended March 31, 2019 and 2018, respectively. Refer to Note 16 for further discussion of these grants.

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Investments in Loans

In February 2019, the Company acquired a $60.0 million f irst priority infrastructure term loan participation which bears interest at LIBOR plus 3.75%. The loan is secured by two domestic natural gas power plants. An affiliate of our Manager, Starwood Energy Group, is the loan sponsor.

In March 2019, the Company originated a $22.5 million loan to refinance the debt of a commercial real estate partnership in which we hold a 50% equity interest.

During the three months ended March 31, 2019, the Company acquired $71.9 million of loans held-for-sale from a residential mortgage originator in which it holds an equity interest. Refer to Note 7 for further discussion.

Other Related-Party Arrangements

In March 2019, we engaged Highmark Residential (“Highmark”) (formerly known as Milestone Management), an affiliate of our Manager, to provide property management services for nine additional properties within our Woodstar I Portfolio, bringing the total number of our properties managed by Highmark to 19. Fees paid to Highmark are calculated as a percentage of gross receipts and are at market terms. During the three months ended March 31, 2019, property management fees paid to Highmark were $0.3 million.

Acquisitions from Consolidated CMBS Trusts

Our Investing and Servicing Segment acquires interests in properties for its REIS Equity Portfolio from CMBS trusts, some of which are consolidated as VIEs on our balance sheet. Acquisitions from consolidated VIEs are reflected as repayment of debt of consolidated VIEs in our condensed consolidated statements of cash flows. No real estate assets were acquired from consolidated CMBS trusts during the three months ended March 31, 2019. During the three months ended March 31, 2018, we acquired $27.7 million of net real estate assets from consolidated CMBS trusts for a gross purchase price of $28.0 million.

Refer to Note 16 to the consolidated financial statements included in our Form 10-K for further discussion of related-party agreements.

16. Stockholders’ Equity and Non-Controlling Interests

During the three months ended March 31, 2019, our board of directors declared the following dividends:


Declaration Date	Record Date	Ex-Dividend Date	Payment Date	Amount		Frequency
2/28/19	3/29/19	3/28/19	4/15/19	$	0.48	Quarterly

During the three months ended March 31, 2019, we issued 3.6 million shares of common stock in connection with the settlement of $78.0 million of our 2019 Notes. Refer to Note 10 for further discussion.

During the three months ended March 31, 2019 and 2018, there were no shares issued under our At-The-Market Equity Offering Sales Agreement. During the three months ended March 31, 2019 and 2018, shares issued under the Starwood Property Trust, Inc. Dividend Reinvestment and Direct Stock Purchase Plan (the “DRIP Plan”) were not material.

In February 2017, our board of directors extended the term of our $500.0 million common stock and Convertible Note repurchase program through January 2019. Refer to Note 17 to the consolidated financial statements included in our Form 10-K for further information regarding the repurchase program. There were no share or Convertible Notes repurchases under the repurchase program during the three months ended March 31, 2019. During the three months ended March 31, 2018, we repurchased 573,255 shares of common stock for $12.1 million and no Convertible Notes under our repurchase program.

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Equity Incentive Plans

In May 2017, the Company’s shareholders approved the 2017 Manager Equity Plan and the Starwood Property Trust, Inc. 2017 Equity Plan (the “2017 Equity Plan”), which allow for the issuance of up to 11,000,000 stock options, stock appreciation rights, RSAs, RSUs or other equity-based awards or any combination thereof to the Manager, directors, employees, consultants or any other party providing services to the Company. The 2017 Manager Equity Plan succeeds and replaces the Manager Equity Plan and the 2017 Equity Plan succeeds and replaces the Starwood Property Trust, Inc. Equity Plan (the “Equity Plan”) and the Starwood Property Trust, Inc. Non-Executive Director Stock Plan (the “Non-Executive Director Stock Plan”).

The table below summarizes our share awards granted or vested under the Manager Equity Plan and the 2017 Manager Equity Plan during the three months ended March 31, 2019 and 2018 (dollar amounts in thousands):


Grant Date	Type	Amount Granted	Grant Date Fair Value		Vesting Period
April 2018	RSU	775,000	$	16,329	3 years
March 2017	RSU	1,000,000		22,240	3 years
May 2015	RSU	675,000		16,511	3 years

Schedule of Non-Vested Shares and Share Equivalents


		2017		Weighted Average
	2017	Manager		Grant Date Fair
	Equity Plan	Equity Plan	Total	Value (per share)
Balance as of January 1, 2019	1,436,445	997,920	2,434,365	$	21.52
Granted	383,190	—	383,190		22.58
Vested	(402,541)	(147,916)	(550,457)		21.41
Forfeited	(4,419)	—	(4,419)		22.67
Balance as of March 31, 2019	1,412,675	850,004	2,262,679		21.72

As of March 31, 2019, there were 8.8 million shares of common stock available for future grants under the 2017 Manager Equity Plan and the 2017 Equity Plan.

Non-Controlling Interests in Consolidated Subsidiaries

In connection with our Woodstar II Portfolio acquisitions, we issued 11.9 million Class A Units in SPT Dolphin and have an obligation to issue an additional 0.2 million Class A Units if certain contingent events occur. The Class A Units are redeemable for consideration equal to the current share price of the Company’s common stock on a one-for-one basis, with the consideration paid in either cash or the Company’s common stock, at the determination of the Company. In consolidation, the issued Class A Units are reflected as non-controlling interests in consolidated subsidiaries on our condensed consolidated balance sheets.

To the extent SPT Dolphin has sufficient cash available, the Class A Units earn a preferred return indexed to the dividend rate of the Company’s common stock. Any distributions made pursuant to this waterfall are recognized within net income attributable to non-controlling interests in our condensed consolidated statements of operations. During the three months ended March 31, 2019 and 2018, we recognized net income attributable to non-controlling interests of $5.7 million and $2.5 million, respectively, associated with these Class A Units.

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17. Earnings per Share

The following table provides a reconciliation of net income and the number of shares of common stock used in the computation of basic EPS and diluted EPS (amounts in thousands, except per share amounts):


	For the Three Months Ended
	March 31,
	2019		2018
Basic Earnings
Income attributable to STWD common stockholders	$	70,383	$	99,932
Less: Income attributable to participating shares not already deducted as non-controlling interests		(824)		(721)
Basic earnings	$	69,559	$	99,211

Diluted Earnings
Income attributable to STWD common stockholders	$	70,383	$	99,932
Less: Income attributable to participating shares not already deducted as non-controlling interests		(824)		(721)
Add: Interest expense on Convertible Notes (1)		*		—
Add: Loss on extinguishment of Convertible Notes (1)		*		—
Diluted earnings	$	69,559	$	99,211

Number of Shares:
Basic — Average shares outstanding		277,544		260,664
Effect of dilutive securities — Convertible Notes (1)		*		1,209
Effect of dilutive securities — Contingently issuable shares		—		229
Effect of dilutive securities — Unvested non-participating shares		154		22
Diluted — Average shares outstanding		277,698		262,124

Earnings Per Share Attributable to STWD Common Stockholders:
Basic	$	0.25	$	0.38
Diluted	$	0.25	$	0.38

(1)

Prior to June 30, 2018, the Company had asserted its intent and ability to settle the principal amount of the Convertible Notes in cash. Accordingly, under GAAP, the dilutive effect to EPS for the prior year period was determined using the treasury stock method by dividing only the “conversion spread value” of the “in-the-money” Convertible Notes by the Company’s average share price and including the resulting share amount in the diluted EPS denominator. The conversion value of the principal amount of the Convertible Notes was not included. Effective June 30, 2018, the Company no longer asserts its intent to fully settle the principal amount of the Convertible Notes in cash upon conversion. Accordingly, under GAAP, the dilutive effect to EPS for the current year period is determined using the “if-converted” method whereby interest expense or any loss on extinguishment of our Convertible Notes is added back to the diluted EPS numerator and the full number of potential shares contingently issuable upon their conversion is included in the diluted EPS denominator, if dilutive. Refer to Note 10 for further discussion.

* Our Convertible Notes were not dilutive for the three months ended March 31, 2019.

As of March 31, 2019 and 2018, participating shares of 13.6 million and 11.3 million, respectively, were excluded from the computation of diluted shares as their effect was already considered under the more dilutive two-class method used above. Such participating shares at March 31, 2019 and 2018 included 11.9 million and 9.8 million potential shares, respectively, of our common stock issuable upon redemption of the Class A Units in SPT Dolphin, as discussed in Note 16.

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18. Accumulated Other Comprehensive Income

The changes in AOCI by component are as follows (amounts in thousands):


			Cumulative
			Unrealized Gain
	Effective Portion of		(Loss) on		Foreign
	Cumulative Loss on		Available-for-		Currency
	Cash Flow Hedges		Sale Securities		Translation		Total
Three Months Ended March 31, 2019
Balance at January 1, 2019	$	—	$	53,515	$	5,145	$	58,660
OCI before reclassifications		—		(387)		(2,475)		(2,862)
Amounts reclassified from AOCI		—		—		—		—
Net period OCI		—		(387)		(2,475)		(2,862)
Balance at March 31, 2019	$	—	$	53,128	$	2,670	$	55,798
Three Months Ended March 31, 2018
Balance at January 1, 2018	$	25	$	57,889	$	12,010	$	69,924
OCI before reclassifications		9		1,209		4,218		5,436
Amounts reclassified from AOCI		(4)		(46)		—		(50)
Net period OCI		5		1,163		4,218		5,386
Balance at March 31, 2018	$	30	$	59,052	$	16,228	$	75,310

The reclassifications out of AOCI impacted the condensed consolidated statements of operations for the three months ended March 31, 2019 and 2018 as follows (amounts in thousands):


	Amounts Reclassified from
	AOCI during the Three Months				Affected Line Item
	Ended March 31,				in the Statements
Details about AOCI Components	2019		2018		of Operations
Gain (loss) on cash flow hedges:
Interest rate contracts	$	—	$	4	Interest expense
Unrealized gains (losses) on available-for-sale securities:
Interest realized upon collection		—		46	Interest income from investment securities
Total reclassifications for the period	$	—	$	50

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19. Fair Value

GAAP establishes a hierarchy of valuation techniques based on the observability of inputs utilized in measuring financial assets and liabilities at fair value. GAAP establishes market-based or observable inputs as the preferred source of values, followed by valuation models using management assumptions in the absence of market inputs. The three levels of the hierarchy are described below:

Level I —Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

Level II —Inputs (other than quoted prices included in Level I) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.

Level III —Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.

Valuation Process

We have valuation control processes in place to validate the fair value of the Company’s financial assets and liabilities measured at fair value including those derived from pricing models. These control processes are designed to assure that the values used for financial reporting are based on observable inputs wherever possible. Refer to Note 20 to the consolidated financial statements included in our Form 10-K for further discussion of our valuation process.

We determine the fair value of our assets and liabilities measured at fair value on a recurring and nonrecurring basis in accordance with the methodology described in our Form 10-K.

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Fair Value Disclosures

The following tables present our financial assets and liabilities carried at fair value on a recurring basis in the condensed consolidated balance sheets by their level in the fair value hierarchy as of March 31, 2019 and December 31, 2018 (amounts in thousands):


	March 31, 2019
	Total		Level I		Level II		Level III
Financial Assets:
Loans held-for-sale, fair value option	$	841,687	$	—	$	—	$	841,687
RMBS		204,835		—		—		204,835
CMBS		49,105		—		10,770		38,335
Equity security		12,506		12,506		—		—
Domestic servicing rights		19,790		—		—		19,790
Derivative assets		47,410		—		47,410		—
VIE assets		56,974,864		—		—		56,974,864
Total	$	58,150,197	$	12,506	$	58,180	$	58,079,511
Financial Liabilities:
Derivative liabilities	$	10,163	$	—	$	10,163	$	—
VIE liabilities		55,727,776		—		53,681,217		2,046,559
Total	$	55,737,939	$	—	$	53,691,380	$	2,046,559


	December 31, 2018
	Total		Level I		Level II		Level III
Financial Assets:
Loans held-for-sale, fair value option	$	671,282	$	—	$	—	$	671,282
RMBS		209,079		—		—		209,079
CMBS		41,347		—		16,119		25,228
Equity security		11,893		11,893		—		—
Domestic servicing rights		20,557		—		—		20,557
Derivative assets		52,691		—		52,691		—
VIE assets		53,446,364		—		—		53,446,364
Total	$	54,453,213	$	11,893	$	68,810	$	54,372,510
Financial Liabilities:
Derivative liabilities	$	15,415	$	—	$	15,415	$	—
VIE liabilities		52,195,042		—		50,753,596		1,441,446
Total	$	52,210,457	$	—	$	50,769,011	$	1,441,446

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The changes in financial assets and liabilities classified as Level III are as follows for the three months ended March 31, 2019 and 2018 (amounts in thousands):


							Domestic
	Loans						Servicing				VIE
Three Months Ended March 31, 2019	Held ‑ for ‑ sale		RMBS		CMBS		Rights		VIE Assets		Liabilities		Total
January 1, 2019 balance	$	671,282	$	209,079	$	25,228	$	20,557	$	53,446,364	$	(1,441,446)	$	52,931,064
Total realized and unrealized gains (losses):
Included in earnings:
Change in fair value / gain on sale		11,266		—		(295)		(767)		294,345		33,957		338,506
Net accretion		—		2,503		—		—		—		—		2,503
Included in OCI		—		(387)		—		—		—		—		(387)
Purchases / Originations		740,296		—		—		—		—		—		740,296
Sales		(561,702)		—		(3,228)		—		—		—		(564,930)
Issuances		—		—		—		—		—		(33,678)		(33,678)
Cash repayments / receipts		(19,455)		(6,360)		(188)		—		—		(389)		(26,392)
Transfers into Level III		—		—		5,350		—		—		(670,742)		(665,392)
Transfers out of Level III		—		—		—		—		—		136,592		136,592
Consolidation of VIEs		—		—		—		—		3,280,065		(103,309)		3,176,756
Deconsolidation of VIEs		—		—		11,468		—		(45,910)		32,456		(1,986)
March 31, 2019 balance	$	841,687	$	204,835	$	38,335	$	19,790	$	56,974,864	$	(2,046,559)	$	56,032,952
Amount of total gains (losses) included in earnings attributable to assets still held at March 31, 2019	$	3,169	$	2,503	$	(567)	$	(767)	$	294,345	$	33,957	$	332,640


							Domestic
	Loans						Servicing				VIE
Three Months Ended March 31, 2018	Held ‑ for ‑ sale		RMBS		CMBS		Rights		VIE Assets		Liabilities		Total
January 1, 2018 balance	$	745,743	$	247,021	$	24,191	$	30,759	$	51,045,874	$	(2,188,937)	$	49,904,651
Total realized and unrealized gains (losses):
Included in earnings:
Change in fair value / gain on sale		7,800		—		555		(5,814)		(2,027,208)		237,090		(1,787,577)
Net accretion		—		2,819		—		—		—		—		2,819
Included in OCI		—		1,163		—		—		—		—		1,163
Purchases / Originations		277,259		—		—		—		—		—		277,259
Sales		(266,632)		—		—		—		—		—		(266,632)
Issuances		—		—		—		—		—		(7,948)		(7,948)
Cash repayments / receipts		(40,437)		(10,150)		(777)		—		—		(12,633)		(63,997)
Transfers into Level III		—		—		—		—		—		(530,888)		(530,888)
Transfers out of Level III		—		—		—		—		—		208,258		208,258
Consolidation of VIEs		—		—		—		—		1,089,881		—		1,089,881
Deconsolidation of VIEs		—		—		—		—		(875,240)		89,324		(785,916)
March 31, 2018 balance	$	723,733	$	240,853	$	23,969	$	24,945	$	49,233,307	$	(2,205,734)	$	48,041,073
Amount of total (losses) gains included in earnings attributable to assets still held at March 31, 2018	$	(640)	$	2,772	$	555	$	(5,814)	$	(2,027,208)	$	237,090	$	(1,793,245)

Amounts were transferred from Level II to Level III due to a decrease in the observable relevant market activity and amounts were transferred from Level III to Level II due to an increase in the observable relevant market activity.

The following table presents the fair values, all of which are classified in Level III of the fair value hierarchy, of our financial instruments not carried at fair value on the condensed consolidated balance sheets (amounts in thousands):


	March 31, 2019				December 31, 2018
	Carrying		Fair		Carrying		Fair
	Value		Value		Value		Value
Financial assets not carried at fair value:
Loans held-for-investment, loans held-for-sale and loans transferred as secured borrowings	$	9,267,528	$	9,315,914	$	9,122,972	$	9,178,709
HTM debt securities		643,787		643,464		644,149		643,948
Financial liabilities not carried at fair value:
Secured financing agreements and secured borrowings on transferred loans	$	9,234,910	$	9,139,056	$	8,757,804	$	8,662,548
Unsecured senior notes		1,922,795		1,962,208		1,998,831		1,945,160

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The following is quantitative information about significant unobservable inputs in our Level III measurements for those assets and liabilities measured at fair value on a recurring basis (dollars in thousands):


	Carrying Value at		Valuation	Unobservable	Range as of (1)
	March 31, 2019		Technique	Input	March 31, 2019	December 31, 2018
Loans held-for-sale, fair value option	$	841,687	Discounted cash flow	Yield (b)	4.2% - 6.0%	4.6% - 6.1%
				Duration (c)	2.4 - 13.6 years	2.5 - 14.4 years
RMBS		204,835	Discounted cash flow	Constant prepayment rate (a)	2.0% - 22.2%	3.2% - 25.2%
				Constant default rate (b)	1.0% - 4.6%	1.1% - 5.5%
				Loss severity (b)	0% - 76% (e)	0% - 73% (e)
				Delinquency rate (c)	6% - 31%	4% - 31%
				Servicer advances (a)	21% - 85%	21% - 83%
				Annual coupon deterioration (b)	0% - 1.8%	0% - 1.4%
				Putback amount per projected total collateral loss (d)	0% - 7%	0% - 7%
CMBS		38,335	Discounted cash flow	Yield (b)	0% - 166.3%	0% - 473.5%
				Duration (c)	0 - 9.7 years	0 - 9.7 years
Domestic servicing rights		19,790	Discounted cash flow	Debt yield (a)	7.75%	7.75%
				Discount rate (b)	15%	15%
				Control migration (b)	0% - 80%	0% - 80%
VIE assets		56,974,864	Discounted cash flow	Yield (b)	0% - 401.4%	0% - 290.9%
				Duration (c)	0 - 13.4 years	0 - 20.4 years
VIE liabilities		(2,046,559)	Discounted cash flow	Yield (b)	0% - 401.4%	0% - 290.9%
				Duration (c)	0 - 13.4 years	0 - 13.7 years

(1)

The ranges of significant unobservable inputs are represented in percentages and years.

Sensitivity of the Fair Value to Changes in the Unobservable Inputs

(a)

Significant increase (decrease) in the unobservable input in isolation would result in a significantly higher (lower) fair value measurement.

(b)

Significant increase (decrease) in the unobservable input in isolation would result in a significantly lower (higher) fair value measurement.

(c)

Significant increase (decrease) in the unobservable input in isolation would result in either a significantly lower or higher (higher or lower) fair value measurement depending on the structural features of the security in question.

(d)

Any delay in the putback recovery date leads to a decrease in fair value for the majority of securities in our RMBS portfolio.

(e)

41% and 55% of the portfolio falls within a range of 45%-80% as of March 31, 2019 and December 31, 2018, respectively.

20. Income Taxes

Certain of our domestic subsidiaries have elected to be treated as taxable REIT subsidiaries (“TRSs”). TRSs permit us to participate in certain activities from which REITs are generally precluded, as long as these activities meet specific criteria, are conducted within the parameters of certain limitations established by the Code, and are conducted in entities which elect to be treated as taxable subsidiaries under the Code. To the extent these criteria are met, we will continue to maintain our qualification as a REIT.

Our TRSs engage in various real estate related operations, including special servicing of commercial real estate, originating and securitizing commercial mortgage loans, and investing in entities which engage in real estate related operations. As of March 31, 2019 and December 31, 2018, approximately $980.5 million and $553.5 million, respectively, of assets were owned by TRS entities. Our TRSs are not consolidated for U.S. federal income tax purposes, but are instead taxed as corporations. For financial reporting purposes, a provision for current and deferred taxes is established for the portion of earnings recognized by us with respect to our interest in TRSs.

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The following table is a reconciliation of our U.S. federal income tax determined using our statutory federal tax rate to our reported income tax provision for the three months ended March 31, 2019 and 2018 (dollars in thousands):


	For the Three Months Ended March 31,
	2019				2018
Federal statutory tax rate	$	16,137	21.0	%	$	22,606	21.0	%
REIT and other non-taxable income		(16,160)	(21.0)	%		(20,343)	(18.9)	%
State income taxes		(6)	—	%		593	0.6	%
Federal benefit of state tax deduction		1	—	%		(124)	(0.1)	%
Other		362	0.4	%		124	0.1	%
Effective tax rate	$	334	0.4	%	$	2,856	2.7	%

21. Commitments and Contingencie s

As of March 31, 2019, our Commercial and Residential Lending Segment had future commercial loan funding commitments totaling $1.9 billion, of which we expect to fund $1.7 billion. These future funding commitments primarily relate to construction projects, capital improvements, tenant improvements and leasing commissions. Additionally, as of March 31, 2019, our Commercial and Residential Lending Segment had no outstanding residential mortgage loan purchase commitments under an agreement to purchase up to $600.0 million of residential mortgage loans that meet our investment criteria from a third party residential mortgage originator.

As of March 31, 2019, our Infrastructure Lending Segment had future infrastructure loan funding commitments totaling $341.8 million, including $221.0 million under revolvers and letters of credit (“LCs”), and $120.8 million under delayed draw term loans. As of March 31, 2019, $20.9 million of revolvers and LCs were outstanding.

In connection with the Infrastructure Lending Segment acquisition, we assumed guarantees of certain borrowers’ performance under existing interest rate swaps. As of March 31, 2019, we had 11 outstanding guarantees on interest rate swaps maturing between December 2020 and June 2045. Refer to Note 12 for further discussion.

Generally, funding commitments are subject to certain conditions that must be met, such as customary construction draw certifications, minimum debt service coverage ratios or executions of new leases before advances are made to the borrower.

Management is not aware of any other contractual obligations, legal proceedings, or any other contingent obligations incurred in the normal course of business that would have a material adverse effect on our condensed consolidated financial statements.

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Lease Commitment Disclosures

Our lease commitments consist of corporate office leases and ground leases for investment properties, all of which are classified as operating leases. We sublease some of the space within our corporate offices to third parties. Our lease costs and sublease income were as follows (in thousands):


	For the Three Months Ended
	March 31,
	2019		2018
Operating lease costs	$	1,238	$	1,253
Short-term lease costs		24		30
Sublease income		(399)		(439)
Total lease cost	$	863	$	844

Information concerning our operating lease liabilities, which are classified within accounts payable, accrued expenses and other liabilities in our condensed consolidated balance sheet as of March 31, 2019, is as follows (dollars in thousands):


	For the Three Months Ended
	March 31, 2019
Cash paid for amounts included in the measurement of lease liabilities—operating	$	1,291


	March 31, 2019
Weighted-average remaining lease term	2.25	years
Weighted-average discount rate	5.0	%


Future maturity of operating lease liabilities:
2019 (remainder of)	$	3,924
2020		5,292
2021		2,216
2022		—
2023		—
Thereafter		—
Total		11,432
Less interest component		(621)
Operating lease liability	$	10,811

22. Segment Dat a

In its operation of the business, management, including our chief operating decision maker, who is our Chief Executive Officer, reviews certain financial information, including segmented internal profit and loss statements prepared on a basis prior to the impact of consolidating securitization VIEs under ASC 810. The segment information within this Note is reported on that basis.

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The table below presents our results of operations for the three months ended March 31, 2019 by business segment (amounts in thousands):


	Commercial and
	Residential		Infrastructure				Investing
	Lending		Lending		Property		and Servicing						Securitization
	Segment		Segment		Segment		Segment		Corporate		Subtotal		VIEs		Total
Revenues:
Interest income from loans	$	154,595	$	26,915	$	—	$	1,906	$	—	$	183,416	$	—	$	183,416
Interest income from investment securities		19,908		885		—		24,293		—		45,086		(27,454)		17,632
Servicing fees		123		—		—		27,243		—		27,366		(2,933)		24,433
Rental income		—		—		70,521		13,312		—		83,833		—		83,833
Other revenues		204		686		78		196		20		1,184		(18)		1,166
Total revenues		174,830		28,486		70,599		66,950		20		340,885		(30,405)		310,480
Costs and expenses:
Management fees		411		—		—		18		22,988		23,417		49		23,466
Interest expense		61,604		18,577		18,990		7,746		27,915		134,832		(160)		134,672
General and administrative		6,768		4,479		1,518		18,851		3,226		34,842		88		34,930
Acquisition and investment pursuit costs		249		16		—		77		—		342		—		342
Costs of rental operations		19		—		22,937		6,695		—		29,651		—		29,651
Depreciation and amortization		71		—		23,896		5,287		—		29,254		—		29,254
Loan loss provision, net		(11)		774		—		—		—		763		—		763
Other expense		77		—		134		—		—		211		—		211
Total costs and expenses		69,188		23,846		67,475		38,674		54,129		253,312		(23)		253,289
Other income (loss):
Change in net assets related to consolidated VIEs		—		—		—		—		—		—		47,836		47,836
Change in fair value of servicing rights		—		—		—		(515)		—		(515)		(252)		(767)
Change in fair value of investment securities, net		(1,694)		—		—		18,140		—		16,446		(16,384)		62
Change in fair value of mortgage loans held-for-sale, net		1,386		—		—		9,880		—		11,266		—		11,266
Earnings (loss) from unconsolidated entities		577		—		(43,805)		594		—		(42,634)		(566)		(43,200)
Gain on sale of investments and other assets, net		2,755		790		—		940		—		4,485		—		4,485
(Loss) gain on derivative financial instruments, net		(9,297)		(395)		1,290		(3,432)		9,627		(2,207)		—		(2,207)
Foreign currency gain (loss), net		5,239		300		9		(1)		—		5,547		—		5,547
(Loss) gain on extinguishment of debt		—		(3,304)		—		—		6		(3,298)		—		(3,298)
Other loss, net		—		—		—		—		(73)		(73)		—		(73)
Total other income (loss)		(1,034)		(2,609)		(42,506)		25,606		9,560		(10,983)		30,634		19,651
Income (loss) before income taxes		104,608		2,031		(39,382)		53,882		(44,549)		76,590		252		76,842
Income tax benefit (provision)		248		85		(258)		(409)		—		(334)		—		(334)
Net income (loss)		104,856		2,116		(39,640)		53,473		(44,549)		76,256		252		76,508
Net (income) loss attributable to non-controlling interests		(371)		—		(5,717)		215		—		(5,873)		(252)		(6,125)
Net income (loss) attributable to Starwood Property Trust, Inc .	$	104,485	$	2,116	$	(45,357)	$	53,688	$	(44,549)	$	70,383	$	—	$	70,383

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The table below presents our results of operations for the three months ended March 31, 2018 by business segment (amounts in thousands):


	Commercial and
	Residential				Investing
	Lending		Property		and Servicing						Securitization
	Segment		Segment		Segment		Corporate		Subtotal		VIEs		Total
Revenues:
Interest income from loans	$	134,972	$	—	$	2,648	$	—	$	137,620	$	—	$	137,620
Interest income from investment securities		14,439		—		34,399		—		48,838		(33,569)		15,269
Servicing fees		165		—		33,434		—		33,599		(7,532)		26,067
Rental income		—		66,710		14,400		—		81,110		—		81,110
Other revenues		194		101		228		52		575		(54)		521
Total revenues		149,770		66,811		85,109		52		301,742		(41,155)		260,587
Costs and expenses:
Management fees		480		—		18		30,051		30,549		93		30,642
Interest expense		32,021		16,534		5,095		33,803		87,453		(270)		87,183
General and administrative		6,695		1,859		21,020		2,482		32,056		86		32,142
Acquisition and investment pursuit costs		220		6		151		—		377		—		377
Costs of rental operations		—		23,488		6,205		—		29,693		—		29,693
Depreciation and amortization		17		26,469		5,258		—		31,744		—		31,744
Loan loss provision, net		1,538		—		—		—		1,538		—		1,538
Other expense		77		—		27		—		104		—		104
Total costs and expenses		41,048		68,356		37,774		66,336		213,514		(91)		213,423
Other income (loss):
Change in net assets related to consolidated VIEs		—		—		—		—		—		52,653		52,653
Change in fair value of servicing rights		—		—		(9,168)		—		(9,168)		3,354		(5,814)
Change in fair value of investment securities, net		(704)		—		13,979		—		13,275		(13,424)		(149)
Change in fair value of mortgage loans held-for-sale, net		(1,692)		—		9,492		—		7,800		—		7,800
Earnings (loss) from unconsolidated entities		1,444		(3,515)		1,596		—		(475)		(987)		(1,462)
Gain on sale of investments and other assets, net		279		3,942		6,439		—		10,660		—		10,660
(Loss) gain on derivative financial instruments, net		(10,818)		1,919		5,042		(13,002)		(16,859)		—		(16,859)
Foreign currency gain (loss), net		13,550		2		(3)		—		13,549		—		13,549
Other income, net		43		17		48		—		108		—		108
Total other income (loss)		2,102		2,365		27,425		(13,002)		18,890		41,596		60,486
Income (loss) before income taxes		110,824		820		74,760		(79,286)		107,118		532		107,650
Income tax provision		(947)		(1,261)		(648)		—		(2,856)		—		(2,856)
Net income (loss)		109,877		(441)		74,112		(79,286)		104,262		532		104,794
Net income attributable to non-controlling interests		(361)		(2,453)		(1,516)		—		(4,330)		(532)		(4,862)
Net income (loss) attributable to Starwood Property Trust, Inc .	$	109,516	$	(2,894)	$	72,596	$	(79,286)	$	99,932	$	—	$	99,932

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The table below presents our condensed consolidated balance sheet as of March 31, 2019 by business segment (amounts in thousands):


	Commercial and
	Residential		Infrastructure				Investing
	Lending		Lending		Property		and Servicing						Securitization
	Segment		Segment		Segment		Segment		Corporate		Subtotal		VIEs		Total
Assets:
Cash and cash equivalents	$	13,206	$	58	$	36,107	$	47,225	$	295,463	$	392,059	$	20,211	$	412,270
Restricted cash		32,156		68,057		19,671		13,295		535		133,714		—		133,714
Loans held-for-investment, net		7,513,130		1,450,097		—		1,498		—		8,964,725		—		8,964,725
Loans held-for-sale		688,435		302,803		—		153,252		—		1,144,490		—		1,144,490
Investment securities		1,061,011		59,610		—		992,739		—		2,113,360		(1,203,127)		910,233
Properties, net		8,937		—		2,487,285		273,152		—		2,769,374		—		2,769,374
Intangible assets		—		—		85,356		75,806		—		161,162		(24,327)		136,835
Investment in unconsolidated entities		35,351		—		70,557		54,251		—		160,159		(35,799)		124,360
Goodwill		—		119,409		—		140,437		—		259,846		—		259,846
Derivative assets		14,247		1,029		32,093		41		—		47,410		—		47,410
Accrued interest receivable		50,269		7,135		392		296		3,079		61,171		(857)		60,314
Other assets		11,259		72,720		65,898		75,348		1,944		227,169		(16)		227,153
VIE assets, at fair value		—		—		—		—		—		—		56,974,864		56,974,864
Total Assets	$	9,428,001	$	2,080,918	$	2,797,359	$	1,827,340	$	301,021	$	16,434,639	$	55,730,949	$	72,165,588
Liabilities and Equity
Liabilities:
Accounts payable, accrued expenses and other liabilities	$	29,302	$	6,788	$	63,644	$	71,675	$	21,628	$	193,037	$	106	$	193,143
Related-party payable		1		—		—		9		23,935		23,945		—		23,945
Dividends payable		—		—		—		—		135,889		135,889		—		135,889
Derivative liabilities		4,608		772		—		2,739		2,044		10,163		—		10,163
Secured financing agreements, net		5,010,958		1,410,124		1,876,514		653,078		298,186		9,248,860		(13,950)		9,234,910
Unsecured senior notes, net		—		—		—		—		1,922,795		1,922,795		—		1,922,795
VIE liabilities, at fair value		—		—		—		—		—		—		55,727,776		55,727,776
Total Liabilities		5,044,869		1,417,684		1,940,158		727,501		2,404,477		11,534,689		55,713,932		67,248,621
Equity:
Starwood Property Trust, Inc. Stockholders’ Equity:
Common stock		—		—		—		—		2,855		2,855		—		2,855
Additional paid-in capital		1,199,646		663,692		631,392		118,760		2,466,683		5,080,173		—		5,080,173
Treasury stock		—		—		—		—		(104,194)		(104,194)		—		(104,194)
Accumulated other comprehensive income (loss)		53,128		—		2,734		(64)		—		55,798		—		55,798
Retained earnings (accumulated deficit)		3,120,166		(458)		(31,787)		967,326		(4,468,800)		(413,553)		—		(413,553)
Total Starwood Property Trust, Inc. Stockholders’ Equity		4,372,940		663,234		602,339		1,086,022		(2,103,456)		4,621,079		—		4,621,079
Non-controlling interests in consolidated subsidiaries		10,192		—		254,862		13,817		—		278,871		17,017		295,888
Total Equity		4,383,132		663,234		857,201		1,099,839		(2,103,456)		4,899,950		17,017		4,916,967
Total Liabilities and Equity	$	9,428,001	$	2,080,918	$	2,797,359	$	1,827,340	$	301,021	$	16,434,639	$	55,730,949	$	72,165,588

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The table below presents our condensed consolidated balance sheet as of December 31, 2018 by business segment (amounts in thousands):


	Commercial and
	Residential		Infrastructure			Investing
	Lending		Lending	Property		and Servicing						Securitization
	Segment		Segment	Segment		Segment		Corporate		Subtotal		VIEs		Total
Assets:
Cash and cash equivalents	$	14,385	13	$	27,408	$	31,449	$	164,015	$	237,270	$	2,554	$	239,824
Restricted cash		28,324	175,659		25,144		11,679		7,235		248,041		—		248,041
Loans held-for-investment, net		7,072,220	1,456,779		—		3,357		—		8,532,356		—		8,532,356
Loans held-for-sale		670,155	469,775		—		47,622		—		1,187,552		—		1,187,552
Loans transferred as secured borrowings		74,346	—		—		—		—		74,346		—		74,346
Investment securities		1,050,920	60,768		—		998,820		—		2,110,508		(1,204,040)		906,468
Properties, net		—	—		2,512,847		272,043		—		2,784,890		—		2,784,890
Intangible assets		—	—		90,889		78,219		—		169,108		(24,075)		145,033
Investment in unconsolidated entities		35,274	—		114,362		44,129		—		193,765		(22,000)		171,765
Goodwill		—	119,409		—		140,437		—		259,846		—		259,846
Derivative assets		18,174	1,066		32,733		718		—		52,691		—		52,691
Accrued interest receivable		39,862	6,982		359		616		13,177		60,996		(641)		60,355
Other assets		13,958	20,472		67,098		49,363		2,057		152,948		(26)		152,922
VIE assets, at fair value		—	—		—		—		—		—		53,446,364		53,446,364
Total Assets	$	9,017,618	2,310,923	$	2,870,840	$	1,678,452	$	186,484	$	16,064,317	$	52,198,136	$	68,262,453
Liabilities and Equity
Liabilities:
Accounts payable, accrued expenses and other liabilities	$	26,508	26,476	$	67,415	$	75,655	$	21,467	$	217,521	$	142	$	217,663
Related-party payable		—	—		—		53		43,990		44,043		—		44,043
Dividends payable		—	—		—		—		133,466		133,466		—		133,466
Derivative liabilities		1,290	477		37		1,423		12,188		15,415		—		15,415
Secured financing agreements, net		4,405,599	1,524,551		1,884,187		585,258		297,920		8,697,515		(13,950)		8,683,565
Unsecured senior notes, net		—	—		—		—		1,998,831		1,998,831		—		1,998,831
Secured borrowings on transferred loans		74,239	—		—		—		—		74,239		—		74,239
VIE liabilities, at fair value		—	—		—		—		—		—		52,195,042		52,195,042
Total Liabilities		4,507,636	1,551,504		1,951,639		662,389		2,507,862		11,181,030		52,181,234		63,362,264
Equity:
Starwood Property Trust, Inc. Stockholders’ Equity:
Common stock		—	—		—		—		2,808		2,808		—		2,808
Additional paid-in capital		1,430,503	761,992		645,561		87,779		2,069,321		4,995,156		—		4,995,156
Treasury stock		—	—		—		—		(104,194)		(104,194)		—		(104,194)
Accumulated other comprehensive income (loss)		53,516	—		5,208		(64)		—		58,660		—		58,660
Retained earnings (accumulated deficit)		3,015,676	(2,573)		13,570		913,642		(4,289,313)		(348,998)		—		(348,998)
Total Starwood Property Trust, Inc. Stockholders’ Equity		4,499,695	759,419		664,339		1,001,357		(2,321,378)		4,603,432		—		4,603,432
Non-controlling interests in consolidated subsidiaries		10,287	—		254,862		14,706		—		279,855		16,902		296,757
Total Equity		4,509,982	759,419		919,201		1,016,063		(2,321,378)		4,883,287		16,902		4,900,189
Total Liabilities and Equity	$	9,017,618	2,310,923	$	2,870,840	$	1,678,452	$	186,484	$	16,064,317	$	52,198,136	$	68,262,453

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23. Subsequent Events

Our significant events subsequent to March 31, 2019 were as follows:

Dividend Declaration

On May 8, 2019, our board of directors declared a dividend of $0.48 per share for the second quarter of 2019, which is payable on July 15, 2019 to common stockholders of record as of June 28, 2019.

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Item 2. Management’s Discussion and Analysi s of Financial Condition and Results of Operations

This “Management’s Discussion and Analysis of Financial Condition and Results of Operations” should be read in conjunction with the information included elsewhere in this Quarterly Report on Form 10-Q and in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (our “Form 10-K”). This discussion contains forward-looking statements that involve risks and uncertainties. Actual results could differ significantly from the results discussed in the forward-looking statements. See “Special Note Regarding Forward-Looking Statements” at the beginning of this Quarterly Report on Form 10-Q.

Overview

We have four reportable business segments as of March 31, 2019 and we refer to the investments within these segments as our target assets:

Infrastructure lending (the “Infrastructure Lending Segment”)—engages primarily in originating, acquiring, financing and managing infrastructure debt investments.

Our segments exclude the consolidation of securitization variable interest entities (“VIEs”).

Refer to Note 1 of our condensed consolidated financial statements included herein (the “Condensed Consolidated Financial Statements”) for further discussion of our business and organization.

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Developments During the First Quarter of 2019

The Commercial and Residential Lending Segment originated $1.0 billion of commercial loans during the quarter, including the following:

$379.0 million first mortgage and mezzanine loan for the acquisition and redevelopment of two office buildings located in Manhattan, New York, of which the Company funded $236.0 million.

₤249.9 million first mortgage loan to the owner of the United Kingdom’s market leading convention and exhibition center business. The loan is secured by five large conference facilities totaling over two million square feet and was fully funded.

$145.0 million first mortgage and mezzanine loan for the acquisition of a newly constructed, full-service hotel located in New York, New York, which the Company fully funded.

$97.2 million first mortgage and mezzanine loan for the refinancing of three Class A office buildings located in Herndon, Virginia, of which the Company funded $73.3 million.

Funded $218.9 million of previously originated commercial loan commitments.

Received gross proceeds of $655.8 million (net proceeds of $183.4 million) from sales, maturities and principal repayments on our commercial loans, of which $396.3 million related to loan sales.

Acquired $237.5 million of infrastructure loans and funded $46.3 million of existing infrastructure loan commitments.

Received proceeds of $172.7 million from sales of infrastructure loans and $285.2 million from repayments and maturities.

Received proceeds of $352.0 million, including retained RMBS of $26.3 million, from the securitization of $340.2 million of residential mortgage loans.

Originated commercial conduit loans of $282.8 million. Separately, received proceeds of $186.8 million from sales of previously originated commercial conduit loans.

Obtained four new special servicing assignments for CMBS trusts with a total unpaid principal balance of $3.2 billion.

Sold CMBS held by our Investing and Servicing Segment for total gross proceeds of $36.9 million and acquired CMBS for a purchase price of $13.3 million.

Settled the remaining $78.0 million of our 4.00% Convertible Senior Notes due 2019 (the “2019 Notes”) through the issuance of 3.6 million shares of common stock and cash payments of $12.0 million.

Subsequent Events

Refer to Note 23 to the Condensed Consolidated Financial Statements for disclosure regarding significant transactions that occurred subsequent to March 31, 2019.

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Results of Operations

The discussion below is based on accounting principles generally accepted in the United States of America (“GAAP”) and therefore reflects the elimination of certain key financial statement line items related to the consolidation of securitization variable interest entities (“VIEs”), particularly within revenues and other income, as discussed in Note 2 to the Condensed Consolidated Financial Statements. For a discussion of our results of operations excluding the impact of Accounting Standards Codification (“ASC”) Topic 810 as it relates to the consolidation of securitization VIEs, refer to the section captioned “Non-GAAP Financial Measures”.

The following table compares our summarized results of operations for the three months ended March 31, 2019 and 2018 by business segment (amounts in thousands):


	For the Three Months Ended
	March 31,
	2019		2018		$ Change
Revenues:
Commercial and Residential Lending Segment	$	174,830	$	149,770	$	25,060
Infrastructure Lending Segment		28,486		—		28,486
Property Segment		70,599		66,811		3,788
Investing and Servicing Segment		66,950		85,109		(18,159)
Corporate		20		52		(32)
Securitization VIE eliminations		(30,405)		(41,155)		10,750
		310,480		260,587		49,893
Costs and expenses:
Commercial and Residential Lending Segment		69,188		41,048		28,140
Infrastructure Lending Segment		23,846		—		23,846
Property Segment		67,475		68,356		(881)
Investing and Servicing Segment		38,674		37,774		900
Corporate		54,129		66,336		(12,207)
Securitization VIE eliminations		(23)		(91)		68
		253,289		213,423		39,866
Other income (loss):
Commercial and Residential Lending Segment		(1,034)		2,102		(3,136)
Infrastructure Lending Segment		(2,609)		—		(2,609)
Property Segment		(42,506)		2,365		(44,871)
Investing and Servicing Segment		25,606		27,425		(1,819)
Corporate		9,560		(13,002)		22,562
Securitization VIE eliminations		30,634		41,596		(10,962)
		19,651		60,486		(40,835)
Income (loss) before income taxes:
Commercial and Residential Lending Segment		104,608		110,824		(6,216)
Infrastructure Lending Segment		2,031		—		2,031
Property Segment		(39,382)		820		(40,202)
Investing and Servicing Segment		53,882		74,760		(20,878)
Corporate		(44,549)		(79,286)		34,737
Securitization VIE eliminations		252		532		(280)
		76,842		107,650		(30,808)
Income tax provision		(334)		(2,856)		2,522
Net income attributable to non-controlling interests		(6,125)		(4,862)		(1,263)
Net income attributable to Starwood Property Trust, Inc .	$	70,383	$	99,932	$	(29,549)

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Three Months Ended March 31, 2019 Compared to the Three Months Ended March 31, 2018

Commercial and Residential Lending Segment

Revenues

For the three months ended March 31, 2019, revenues of our Commercial and Residential Lending Segment increased $25.0 million to $174.8 million, compared to $149.8 million for the three months ended March 31, 2018. This increase was primarily due to increases in interest income from loans of $19.6 million and investment securities of $5.4 million. The increase in interest income from loans was principally due to (i) increased LIBOR rates and (ii) higher average balances of both commercial loans and residential loans held-for-sale, partially offset by (iii) lower levels of prepayment related income and (iv) the compression of interest rate spreads in credit markets. The increase in interest income from investment securities was primarily due to higher average investment balances partially offset by lower levels of prepayment related income.

Costs and Expenses

For the three months ended March 31, 2019, costs and expenses of our Commercial and Residential Lending Segment increased $28.2 million to $69.2 million, compared to $41.0 million for the three months ended March 31, 2018. This increase was primarily due to a $29.6 million increase in interest expense associated with the various secured financing facilities used to fund a portion of this segment’s investment portfolio.

Net Interest Income (amounts in thousands)


	For the Three Months Ended
	March 31,
	2019		2018		Change
Interest income from loans	$	154,595	$	134,972	$	19,623
Interest income from investment securities		19,908		14,439		5,469
Interest expense		(61,604)		(32,021)		(29,583)
Net interest income	$	112,899	$	117,390	$	(4,491)

For the three months ended March 31, 2019, net interest income of our Commercial and Residential Lending Segment decreased $4.5 million to $112.9 million, compared to $117.4 million for the three months ended March 31, 2018. This decrease reflects the net increase in interest income explained in the Revenues discussion above, which was more than offset by the increase in interest expense on our secured financing facilities primarily due to increased utilization of our available borrowing capacity and lower prepayment related income.

During the three months ended March 31, 2019 and 2018, the weighted average unlevered yields on the Commercial and Residential Lending Segment’s loans and investment securities were as follows:


	For the Three Months Ended
	March 31,
	2019		2018
Commercial	7.4	%	7.5	%
Residential	6.6	%	6.8	%
Overall	7.3	%	7.4	%

The overall weighted average unlevered yield was slightly lower as increases in LIBOR were more than offset by lower levels of prepayment related income and the compression of interest rate spreads in credit markets.

During the three months ended March 31, 2019 and 2018, the Commercial and Residential Lending Segment’s weighted average secured borrowing rates, inclusive of interest rate hedging costs and the amortization of deferred financing fees, were 4.6% and 4.1%, respectively, and 4.6% and 4.0%, respectively, excluding the impact of bridge financing. The increases in borrowing rates primarily reflect increases in LIBOR, partially offset by the compression of interest rate spreads in credit markets.

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Other Income (Loss)

For the three months ended March 31, 2019, other income (loss) of our Commercial and Residential Lending Segment decreased $3.1 million to a loss of $1.0 million, compared to income of $2.1 million for the three months ended March 31, 2018. The decrease was primarily due to an $8.3 million decrease in foreign currency gain, partially offset by a $3.1 million favorable change in fair value of residential mortgage loans held-for-sale and a $1.5 million lower loss on derivatives. The lower loss on derivatives reflects a $10.7 million lower loss on foreign currency hedges, partially offset by a $9.2 million unfavorable change in interest rate swaps. The foreign currency hedges are used to fix the U.S. dollar amounts of cash flows (both interest and principal payments) we expect to receive from our foreign currency denominated loans and CMBS investments. The lower loss on the foreign currency hedges and the decrease in foreign currency gain reflect the overall weakening of the U.S. dollar against the pound sterling (“GBP”) in the first quarter of 2019 versus a greater weakening of the U.S. dollar in the first quarter of 2018. The interest rate swaps are used primarily to fix our interest rate payments on certain variable rate borrowings which fund fixed rate investments.

Infrastructure Lending Segment

The Infrastructure Lending Segment was acquired on September 19, 2018. Accordingly, the following discussion reflects its results for the three months ended March 31, 2019 and includes no comparison to the three months ended March 31, 2018.

Revenues

Revenues of our Infrastructure Lending Segment were $28.5 million, including interest income of $26.9 million from loans and $0.9 million from investment securities.

Costs and Expense s

Costs and expenses of our Infrastructure Lending Segment were $23.8 million, consisting primarily of $18.6 million of interest expense on secured debt facilities used to finance this segment’s investment portfolio and $4.5 million of general and administrative expenses.

Net Interest Income (amounts in thousands)


	For the Three Months Ended
	March 31, 2019
Interest income from loans	$	26,915
Interest income from investment securities		885
Interest expense		(18,577)
Net interest income	$	9,223

Interest income from infrastructure loans and investment securities and interest expense on the secured financing facilities reflect primarily variable LIBOR based rates. During the three months ended March 31, 2019, the weighted average unlevered yield on the Infrastructure Lending Segment’s loans and investment securities held-for-investment was 6.1% while the weighted average unlevered yield on its loans held-for-sale was 3.6%. The weighted average secured borrowing rate on its debt facilities, including amortization of deferred financing fees, was 5.0%.

Other Loss

Other loss of our Infrastructure Lending Segment was $2.6 million, primarily reflecting a $3.3 million loss on extinguishment of debt resulting from the write-off of deferred financing fees relating to partial debt prepayments from proceeds of loan repayments and sales.

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Property Segment

Change in Results by Portfolio (amounts in thousands)


	$ Change from prior period
			Costs and		Gain (loss) on derivative				Income (loss) before
	Revenues		expenses		financial instruments		Other income (loss)		income taxes
Master Lease Portfolio	$	(5,433)	$	(3,912)	$	—	$	(3,941)	$	(5,462)
Medical Office Portfolio		(391)		(22)		(15,728)		—		(16,097)
Ireland Portfolio		(270)		(416)		15,098		7		15,251
Woodstar I Portfolio		785		(1,226)		—		—		2,011
Woodstar II Portfolio		9,097		4,959		—		(17)		4,121
Investment in unconsolidated entities		—		—		—		(40,290)		(40,290)
Other/Corporate		—		(264)		—		—		264
Total	$	3,788	$	(881)	$	(630)	$	(44,241)	$	(40,202)

See Note 6 to the Condensed Consolidated Financial Statements for a description of the above-referenced Property Segment portfolios.

Revenues

For the three months ended March 31, 2019, revenues of our Property Segment increased $3.8 million to $70.6 million, compared to $66.8 million for the three months ended March 31, 2018. The increase in revenues in the first quarter of 2019 was primarily due to the full period inclusion of rental income from the Woodstar II Portfolio, which was acquired over a period between December 2017 and September 2018, partially offset by a decrease in rental income from the Master Lease Portfolio due to (i) no longer recording as revenues and offsetting expenses property taxes paid directly by lessees, in accordance with the new lease accounting standard effective January 1, 2019 (see Note 2 to the Consolidated Financial Statements) and (ii) the sale of seven properties within the Master Lease portfolio during 2018.

Costs and Expenses

For the three months ended March 31, 2019, costs and expenses of our Property Segment decreased $0.9 million to $67.5 million, compared to $68.4 million for the three months ended March 31, 2018. The decrease in costs and expenses reflects decreases in each of the portfolios except for the Woodstar II Portfolio, which reflects an increase due to its full period inclusion. The $3.9 million decrease in costs and expenses of the Master Lease Portfolio was primarily due to the effects of no longer recording property taxes paid directly by lessees and the sale of seven properties in 2018, both as discussed above.

Other Income (Loss)

For the three months ended March 31, 2019, other income (loss) of our Property Segment decreased $44.9 million to a loss of $42.5 million, compared to income of $2.4 million for the three months ended March 31, 2018. The decrease in other income was primarily due to (i) a $40.3 million increased loss from an unconsolidated entity, (ii) the non-recurrence of a $3.9 million net gain on sale of two properties in the Master Lease Portfolio during the first quarter of 2018 and (iii) a $0.6 million decreased net gain on derivatives. The $40.3 million increased loss from an unconsolidated entity principally reflects the recognition of decreases in fair value of properties held by our equity investee that owns four regional shopping malls (the “Retail Fund”), which is an investment company that measures its assets at fair value (see Note 7 to the Consolidated Financial Statements). The decreased net gain on derivatives consists of a $15.7 million unfavorable change in interest rate swaps which primarily hedge the variable interest rate risk on borrowings secured by our Medical Office Portfolio, partially offset by a $15.1 million favorable change in foreign exchange contracts which economically hedge our Euro currency exposure with respect to the Ireland Portfolio.

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Investing and Servicing Segment

Revenues

For the three months ended March 31, 2019, revenues of our Investing and Servicing Segment decreased $18.2 million to $66.9 million, compared to $85.1 million for the three months ended March 31, 2018. The decrease in revenues in the first quarter of 2019 was primarily due to (i) a $10.1 million decrease in CMBS interest income principally due to lower interest recoveries, (ii) a $6.2 million decrease in servicing fees and (iii) a $1.1 million decrease in rental income on our REIS Equity Portfolio (described in Note 6 to the Condensed Consolidated Financial Statements) primarily due to sales of nine operating properties during 2018.

Costs and Expenses

For the three months ended March 31, 2019, costs and expenses of our Investing and Servicing Segment increased by $0.9 million to $38.7 million, compared to $37.8 million for the three months ended March 31, 2018.

Other Income

For the three months ended March 31, 2019, other income of our Investing and Servicing Segment decreased $1.8 million to $25.6 million, from $27.4 million for the three months ended March 31, 2018. The decrease in other income was primarily due to (i) an $8.5 million unfavorable change in gain (loss) on derivatives which primarily hedge our interest rate risk on conduit loans and (ii) a $5.5 million decrease in gains on sales of operating properties, partially offset by (iii) an $8.6 million lesser decrease in fair value of servicing rights primarily reflecting the expected reduction in amortization of this deteriorating asset net of increases in fair value due to the attainment of new servicing contracts and (iv) a $4.1 million greater increase in fair value of CMBS securities.

Corporate and Other Items

Corporate Costs and Expenses

For the three months ended March 31, 2019, corporate expenses decreased $12.2 million to $54.1 million, compared to $66.3 million for the three months ended March 31, 2018. The decrease was primarily due to a $7.1 million decrease in management fees and a $5.9 million decrease in interest expense principally on lower average outstanding balances of our unsecured senior notes.

Corporate Other Income (Loss)

For the three months ended March 31, 2019, corporate other income (loss) increased $22.6 million to income of $9.6 million, compared to a loss of $13.0 million for the three months ended March 31, 2018. The increase in corporate other income was due to a favorable change in gain (loss) on interest rate swaps used to hedge a portion of our unsecured senior notes used to repay variable-rate secured financing.

Securitization VIE Eliminations

Securitization VIE eliminations primarily reclassify interest income and servicing fee revenues to other income for the CMBS and RMBS VIEs that we consolidate as primary beneficiary. Such eliminations have no overall effect on net income attributable to Starwood Property Trust. The reclassified revenues, along with applicable changes in fair value of investment securities and servicing rights, comprise the other income caption “Change in net assets related to consolidated VIEs,” which represents our beneficial interest in those consolidated VIEs. The magnitude of the securitization VIE eliminations is merely a function of the number of CMBS and RMBS trusts consolidated in any given period, and as such, is not a meaningful indicator of operating results. The eliminations primarily relate to CMBS trusts for which the Investing and Servicing Segment is deemed the primary beneficiary and, to a much lesser extent, some CMBS and RMBS trusts for which the Commercial and Residential Lending Segment is deemed the primary beneficiary.

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Income Tax Provision

Historically, our consolidated income tax provision principally relates to the taxable nature of the Investing and Servicing Segment’s loan servicing and loan conduit businesses which are housed in TRSs. For the three months ended March 31, 2019, we had a tax provision of $0.3 million compared to $2.8 million in the three months ended March 31, 2018. The $2.5 million decrease primarily reflects a decrease in the taxable income of our TRSs.

Net Income Attributable to Non-controlling Interests

During the three months ended March 31, 2019, net income attributable to non-controlling interests increased $1.2 million to $6.1 million, compared to $4.9 million during the three months ended March 31, 2018. The increase was primarily due to the effect of non-controlling interests in our Woodstar II Portfolio, which consists of properties acquired in and after December 2017.

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Non-GAAP Financial Measures

Core Earnings is a non-GAAP financial measure. We calculate Core Earnings as GAAP net income (loss) excluding the following:

(i)

non-cash equity compensation expense;

(ii)

incentive fees due under our management agreement;

(iii)

depreciation and amortization of real estate and associated intangibles;

(iv)

acquisition costs associated with successful acquisitions;

(v)

any unrealized gains, losses or other non-cash items recorded in net income for the period, regardless of whether such items are included in other comprehensive income or loss, or in net income; and

(vi)

any deductions for distributions payable with respect to equity securities of subsidiaries issued in exchange for properties or interests therein.

We believe that Core Earnings provides an additional measure of our core operating performance by eliminating the impact of certain non-cash expenses and facilitating a comparison of our financial results to those of other comparable REITs with fewer or no non-cash adjustments and comparison of our own operating results from period to period. Our management uses Core Earnings in this way, and also uses Core Earnings to compute the incentive fee due under our management agreement. The Company believes that its investors also use Core Earnings or a comparable supplemental performance measure to evaluate and compare the performance of the Company and its peers, and as such, the Company believes that the disclosure of Core Earnings is useful to (and expected by) its investors.

However, the Company cautions that Core Earnings does not represent cash generated from operating activities in accordance with GAAP and should not be considered as an alternative to net income (determined in accordance with GAAP), or an indication of our cash flows from operating activities (determined in accordance with GAAP), a measure of our liquidity, or an indication of funds available to fund our cash needs, including our ability to make cash distributions. In addition, our methodology for calculating Core Earnings may differ from the methodologies employed by other REITs to calculate the same or similar supplemental performance measures, and accordingly, our reported Core Earnings may not be comparable to the Core Earnings reported by other REITs.

The weighted average diluted share count applied to Core Earnings for purposes of determining Core Earnings per share (“EPS”) is computed using the GAAP diluted share count, adjusted for the following:

(i)

Unvested stock awards – Currently, unvested stock awards are excluded from the denominator of GAAP EPS. The related compensation expense is also excluded from Core Earnings. In order to effectuate dilution from these awards in the Core Earnings computation, we adjust the GAAP diluted share count to include these shares.

(ii)

Convertible Notes – Conversion of our Convertible Notes is an event that is contingent upon numerous factors, none of which are in our control, and is an event that may or may not occur. Consistent with the treatment of other unrealized adjustments to Core Earnings, we adjust the GAAP diluted share count to exclude the potential shares issuable upon conversion until a conversion occurs.

(iii)

Subsidiary equity – The intent of a February 2018 amendment to our management agreement (the “Amendment”) is to treat subsidiary equity in the same manner as if parent equity had been issued. The Class A Units issued in connection with the acquisition of assets in our Woodstar II Portfolio are currently excluded from our GAAP diluted share count, with the subsidiary equity represented as non-controlling interests in consolidated subsidiaries on our GAAP balance sheet. Consistent with the amendment, we adjust GAAP diluted share count to include these subsidiary units.

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The following table presents our diluted weighted average shares used in our GAAP EPS calculation reconciled to our diluted weighted average shares used in our Core EPS calculation (amounts in thousands):


	For the Three Months Ended
	March 31,
	2019	2018
Diluted weighted average shares - GAAP	277,698	262,124
Add: Unvested stock awards	2,255	1,634
Add: Woodstar II Class A Units	11,911	5,143
Less: Convertible Notes dilution	—	(1,209)
Diluted weighted average shares - Core	291,864	267,692

The definition of Core Earnings allows management to make adjustments, subject to the approval of a majority of our independent directors, in situations where such adjustments are considered appropriate in order for Core Earnings to be calculated in a manner consistent with its definition and objective. No adjustments to the definition of Core Earnings became effective during the three months ended March 31, 2019.

As a reminder, in 2015, we adjusted the calculation of Core Earnings related to the equity component of our convertible notes. We previously amortized the equity component of these instruments through interest expense for Core Earnings purposes, consistent with our GAAP treatment. However, for Core Earnings purposes, the amount is not considered realized until the earlier of (a) the entire issuance of the notes has been extinguished; or (b) the equity portion has been fully amortized via repurchases of the notes.

In January 2019, our 2019 Notes were fully repaid in shares of common stock and cash. The equity portion of the 2019 Notes had been fully amortized. In March 2018, our 4.55% Convertible Senior Notes due 2018 (the “2018 Notes”) matured and were fully repaid in cash. The equity portion of the 2018 Notes had not been fully amortized. As a result, we reflected $10.0 million as a positive adjustment to Core Earnings, representing the $28.1 million equity balance recognized upon issuance of the 2018 Notes, net of $18.1 million in adjustments related to cumulative repurchases through the maturity date.

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Three Months Ended March 31, 2019 Compared to the Three Months Ended March 31, 2018

The following table presents our summarized results of operations and reconciliation to Core Earnings for the three months ended March 31, 2019, by business segment (amounts in thousands, except per share data):


	Commercial
	and
	Residential		Infrastructure				Investing
	Lending		Lending		Property		and Servicing
	Segment		Segment		Segment		Segment		Corporate		Total
Revenues	$	174,830	$	28,486	$	70,599	$	66,950	$	20	$	340,885
Costs and expenses		(69,188)		(23,846)		(67,475)		(38,674)		(54,129)		(253,312)
Other income (loss)		(1,034)		(2,609)		(42,506)		25,606		9,560		(10,983)
Income (loss) before income taxes		104,608		2,031		(39,382)		53,882		(44,549)		76,590
Income tax benefit (provision)		248		85		(258)		(409)		—		(334)
(Income) loss attributable to non-controlling interests		(371)		—		(5,717)		215		—		(5,873)
Net income (loss) attributable to Starwood Property Trust, Inc .		104,485		2,116		(45,357)		53,688		(44,549)		70,383
Add / (Deduct):
Non-controlling interests attributable to Woodstar II Class A Units		—		—		5,717		—		—		5,717
Non-cash equity compensation expense		706		551		69		1,350		3,687		6,363
Management incentive fee		—		—		—		—		173		173
Acquisition and investment pursuit costs		(38)		2		(89)		—		—		(125)
Depreciation and amortization		71		—		24,211		4,915		—		29,197
Loan loss provision, net		(11)		774		—		—		—		763
Interest income adjustment for securities		(197)		—		—		5,972		—		5,775
Extinguishment of debt, net		—		—		—		—		(1,211)		(1,211)
Other non-cash items		—		—		(434)		137		168		(129)
Reversal of GAAP unrealized (gains) / losses on:
Loans held-for-sale		(1,386)		—		—		(9,880)		—		(11,266)
Securities		1,694		—		—		(18,140)		—		(16,446)
Derivatives		9,505		395		316		3,324		(10,144)		3,396
Foreign currency		(5,239)		(300)		(9)		1		—		(5,547)
(Earnings) loss from unconsolidated entities		(577)		—		43,805		(594)		—		42,634
Recognition of Core realized gains / (losses) on:
Loans held-for-sale		(653)		—		—		7,430		—		6,777
Securities		—		—		—		7,532		—		7,532
Derivatives		87		768		367		(1,625)		—		(403)
Foreign currency		391		(891)		9		8		—		(483)
Earnings (loss) from unconsolidated entities		98		—		(68,905)		8,733		—		(60,074)
Sales of properties		—		—		—		(76)		—		(76)
Core Earnings (Loss)	$	108,936	$	3,415	$	(40,300)	$	62,775	$	(51,876)	$	82,950
Core Earnings (Loss) per Weighted Average Diluted Share	$	0.37	$	0.01	$	(0.14)	$	0.22	$	(0.18)	$	0.28

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The following table presents our summarized results of operations and reconciliation to Core Earnings for the three months ended March 31, 2018, by business segment (amounts in thousands, except per share data):


	Commercial
	and
	Residential				Investing
	Lending		Property		and Servicing
	Segment		Segment		Segment		Corporate		Total
Revenues	$	149,770	$	66,811	$	85,109	$	52	$	301,742
Costs and expenses		(41,048)		(68,356)		(37,774)		(66,336)		(213,514)
Other income (loss)		2,102		2,365		27,425		(13,002)		18,890
Income (loss) before income taxes		110,824		820		74,760		(79,286)		107,118
Income tax provision		(947)		(1,261)		(648)		—		(2,856)
Income attributable to non-controlling interests		(361)		(2,453)		(1,516)		—		(4,330)
Net income (loss) attributable to Starwood Property Trust, Inc.		109,516		(2,894)		72,596		(79,286)		99,932
Add / (Deduct):
Non-controlling interests attributable to Woodstar II Class A Units		—		2,453		—		—		2,453
Non-cash equity compensation expense		563		43		975		3,199		4,780
Management incentive fee		—		—		—		9,634		9,634
Acquisition and investment pursuit costs		119		(93)		(29)		—		(3)
Depreciation and amortization		17		26,805		4,912		—		31,734
Loan loss provision, net		1,538		—		—		—		1,538
Interest income adjustment for securities		(197)		—		(1,062)		—		(1,259)
Extinguishment of debt, net		—		—		—		9,755		9,755
Other non-cash items		—		(562)		124		881		443
Reversal of GAAP unrealized (gains) / losses on:
Loans held-for-sale		1,692		—		(9,492)		—		(7,800)
Securities		704		—		(13,979)		—		(13,275)
Derivatives		10,529		(1,436)		(5,422)		14,398		18,069
Foreign currency		(13,550)		(2)		3		—		(13,549)
(Earnings) loss from unconsolidated entities		(1,444)		3,515		(1,596)		—		475
Purchases and sales of properties		—		—		—		—		—
Recognition of Core realized gains / (losses) on:
Loans held-for-sale		(875)		—		9,643		—		8,768
Securities		—		—		(4,114)		—		(4,114)
Derivatives		(5,725)		(479)		5,531		—		(673)
Foreign currency		8,051		2		(41)		—		8,012
Earnings from unconsolidated entities		1,847		—		1,044		—		2,891
Purchases and sales of properties		—		(210)		(1,765)		—		(1,975)
Core Earnings (Loss)	$	112,785	$	27,142	$	57,328	$	(41,419)	$	155,836
Core Earnings (Loss) per Weighted Average Diluted Share	$	0.42	$	0.10	$	0.21	$	(0.15)	$	0.58

Commercial and Residential Lending Segment

The Commercial and Residential Lending Segment’s Core Earnings decreased by $3.9 million, from $112.8 million during the first quarter of 2018 to $108.9 million in the first quarter of 2019. After making adjustments for the calculation of Core Earnings, revenues were $174.6 million, costs and expenses were $68.5 million and other income was $2.9 million.

Core revenues, consisting principally of interest income on loans, increased by $25.0 million in the first quarter of 2019, primarily due to increases in interest income from loans of $19.6 million and investment securities of $5.4 million. The increase in interest income from loans was principally due to (i) increased LIBOR rates and (ii) higher average balances of both commercial loans and residential loans held-for-sale, partially offset by (iii) lower levels of

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prepayment related income and (iv) the compression of interest rate spreads in credit markets. The increase in interest income from investment securities was primarily due to higher average investment balances partially offset by lower levels of prepayment related income.

Core costs and expenses increased by $29.7 million in the first quarter of 2019, primarily due to a $29.6 million increase in interest expense associated with the various secured financing facilities used to fund a portion of this segment’s investment portfolio.

Core other income decreased by $0.4 million primarily due to a decrease in foreign currency gains partially offset by a decrease in related derivative losses.

Infrastructure Lending Segment

The Infrastructure Lending Segment had core earnings of $3.4 million for the first quarter of 2019. After making adjustments for the calculation of Core Earnings, revenues were $28.5 million, costs and expenses were $22.5 million and other loss was $2.6 million.

Revenues of $28.5 million primarily consisted of interest income of $26.9 million from loans and $0.9 million from investment securities.

Costs and expenses of $22.5 million consisted of $18.6 million of interest expense on the secured debt facilities used to finance this segment’s investment portfolio and $3.9 million of general and administrative expenses.

Other loss of $2.6 million principally reflects a $3.3 million loss on extinguishment of debt resulting from the write-off of deferred financing fees relating to partial debt prepayments from proceeds of loan repayments and sales.

Property Segment

Core Earnings by Portfolio (amounts in thousands)


	For the Three Months Ended
	March 31,
	2019		2018		Change
Master Lease Portfolio	$	4,052	$	9,578	$	(5,526)
Medical Office Portfolio		6,692		6,205		487
Ireland Portfolio		6,041		5,401		640
Woodstar I Portfolio		7,410		5,124		2,286
Woodstar II Portfolio		5,413		2,127		3,286
Investment in unconsolidated entities		(68,905)		—		(68,905)
Other/Corporate		(1,003)		(1,293)		290
Core Earnings	$	(40,300)	$	27,142	$	(67,442)

The Property Segment’s Core Earnings decreased by $67.4 million, from earnings of $27.1 million during the first quarter of 2018 to a loss of $40.3 million in the first quarter of 2019. After making adjustments for the calculation of Core Earnings, revenues were $70.3 million, costs and expenses were $43.5 million and other loss was $66.9 million.

Core revenues increased by $3.8 million in the first quarter of 2019, primarily due to the full period inclusion of rental income from the Woodstar II Portfolio, which was acquired over a period between December 2017 and September 2018, partially offset by a decrease in rental income from the Master Lease Portfolio due to (i) no longer recording as revenues and offsetting expenses property taxes paid directly by lessees, in accordance with the new lease accounting standard effective January 1, 2019, and (ii) the sale of seven properties within the Master Lease portfolio during 2018.

Core costs and expenses increased by $1.4 million in the first quarter of 2019, primarily due to the full period inclusion of the Woodstar II Portfolio, partially offset by no longer recording property taxes paid directly by lessees and the sale of seven properties from the Master Lease Portfolio in 2018, both as discussed above.

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Core other income decreased by $70.8 million in the first quarter of 2019, primarily due to a $68.9 million loss on our investment in the Retail Fund. This loss reflects the recognition of decreases in fair value of properties held by the Retail Fund which management determined to be other than temporary. Additionally, the decrease in Core other income was due to the non-recurrence of a $3.7 million realized gain on sale of two properties in the Master Lease Portfolio during the first quarter of 2018, partially offset by a $1.8 million increase in realized gains on derivatives principally attributable to interest rate swaps which hedge the variable interest rate risk on borrowings secured by our Medical Office Portfolio.

Investing and Servicing Segment

The Investing and Servicing Segment’s Core Earnings increased by $5.5 million, from $57.3 million during the first quarter of 2018 to $62.8 million in the first quarter of 2019. After making adjustments for the calculation of Core Earnings, revenues were $73.1 million, costs and expenses were $32.4 million, other income was $22.3 million, income tax provision was $0.4 million and the add-back of loss attributable to non-controlling interests was $0.2 million.

Core revenues decreased by $11.2 million in the first quarter of 2019, primarily due to decreases of $6.2 million in servicing fees, $3.1 million in interest income from our CMBS portfolio and $1.1 million in rental income from our REIS Equity Portfolio. The treatment of CMBS interest income on a GAAP basis is complicated by our application of the ASC 810 consolidation rules. In an attempt to treat these securities similar to the trust’s other investment securities, we compute core interest income pursuant to an effective yield methodology. In doing so, we segregate the portfolio into various categories based on the components of the bonds’ cash flows and the volatility related to each of these components. We then accrete interest income on an effective yield basis using the components of cash flows that are reliably estimable. Other minor adjustments are made to reflect management’s expectations for other components of the projected cash flow stream.

Core costs and expenses increased by $0.4 million in the first quarter of 2019.

Core other income includes profit realized upon securitization of loans by our conduit business, gains on sales of CMBS and operating properties, gains and losses on derivatives that were either effectively terminated or novated, and earnings from unconsolidated entities. These items are typically offset by a decrease in the fair value of our domestic servicing rights intangible which reflects the expected amortization of this deteriorating asset, net of increases in fair value due to the attainment of new servicing contracts. Derivatives include instruments which hedge interest rate risk and credit risk on our conduit loans. For GAAP purposes, the loans, CMBS and derivatives are accounted for at fair value, with all changes in fair value (realized or unrealized) recognized in earnings. The adjustments to Core Earnings outlined above are also applied to the GAAP earnings of our unconsolidated entities. Core other income increased by $15.1 million principally due to (i) an $8.6 million lesser decrease in fair value of servicing rights, (ii) a $7.7 million increase in earnings from unconsolidated entities and (iii) a $6.7 million increase in net gains on investments reflecting increased net gains on CMBS partially offset by decreased gains on sales of operating properties, all partially offset by (iv) a $6.8 million unfavorable change in realized gains (losses) on derivatives and (v) a $2.2 million decrease in realized gains on conduit loans.

Income taxes, which principally relate to the operating results of our servicing and conduit businesses which are held in TRSs, decreased $0.3 million due to a decrease in the taxable income of our TRSs.

Income (loss) attributable to non-controlling interests decreased $1.7 million, primarily reflecting the non-recurrence of minority investors’ share of gains from three operating properties sold during the first quarter of 2018.

Corporate

Core corporate costs and expenses increased by $10.5 million, from $41.4 million in the first quarter of 2018 to $51.9 million in the first quarter of 2019, primarily due to (i) an $11.0 million unfavorable change in gain (loss) on extinguishment of debt primarily due to the $10.0 million positive adjustment to Core Earnings during the first quarter of 2018 upon the repayment at maturity of the 2018 Notes, as described above, (ii) a $2.1 million increase in base management fees and (iii) a $1.9 million unfavorable change in gain (loss) on interest rate swaps, all partially offset by (iv) a $5.2 million decrease in interest expense principally on lower average outstanding balances of our unsecured senior notes.

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Liquidity and Capital Resources

Liquidity is a measure of our ability to meet our cash requirements, including ongoing commitments to repay borrowings, fund and maintain our assets and operations, make new investments where appropriate, pay dividends to our stockholders, and other general business needs. We closely monitor our liquidity position and believe that we have sufficient current liquidity and access to additional liquidity to meet our financial obligations for at least the next 12 months. Our strategy for managing liquidity and capital resources has not changed since December 31, 2018. Refer to our Form 10-K for a description of these strategies. Our primary sources of liquidity are as follows:

Cash Flows for the Three Months Ended March 31, 2019 (amounts in thousands)


			VIE		Excluding Investing
	GAAP		Adjustments		and Servicing VIEs
Net cash used in operating activities	$	(92,718)	$	(17,657)	$	(110,375)
Cash Flows from Investing Activities:
Origination and purchase of loans held-for-investment		(1,287,001)		—		(1,287,001)
Proceeds from principal collections and sale of loans		1,056,329		—		1,056,329
Purchase of investment securities		—		(39,534)		(39,534)
Proceeds from sales and collections of investment securities		10,982		45,361		56,343
Proceeds from sales and insurance recoveries on properties		1,463		—		1,463
Purchases and additions to properties and other assets		(8,526)		—		(8,526)
Investment in unconsolidated entities		(510)		(13,322)		(13,832)
Net cash flows from other investments and assets		(2,318)		—		(2,318)
Net cash used in investing activities		(229,581)		(7,495)		(237,076)
Cash Flows from Financing Activities:
Proceeds from borrowings		2,310,902		—		2,310,902
Principal repayments on and repurchases of borrowings		(1,778,819)		—		(1,778,819)
Payment of deferred financing costs		(4,706)		—		(4,706)
Proceeds from common stock issuances, net of offering costs		162		—		162
Payment of dividends		(132,515)		—		(132,515)
Contributions from non-controlling interests		95		—		95
Distributions to non-controlling interests		(6,952)		—		(6,952)
Issuance of debt of consolidated VIEs		33,678		(33,678)		—
Repayment of debt of consolidated VIEs		(52,856)		52,856		—
Distributions of cash from consolidated VIEs		11,683		(11,683)		—
Net cash provided by financing activities		380,672		7,495		388,167
Net increase in cash, cash equivalents and restricted cash		58,373		(17,657)		40,716
Cash, cash equivalents and restricted cash, beginning of period		487,865		(2,554)		485,311
Effect of exchange rate changes on cash		(254)		—		(254)
Cash, cash equivalents and restricted cash, end of period	$	545,984	$	(20,211)	$	525,773

The discussion below is on a non-GAAP basis, after removing adjustments principally resulting from the consolidation of the securitization VIEs under ASC 810. These adjustments principally relate to (i) purchase of CMBS, RMBS, loans and real estate from consolidated VIEs, which are reflected as repayments of VIE debt on a GAAP basis and (ii) principal collections of CMBS and RMBS related to consolidated VIEs, which are reflected as VIE distributions on a GAAP basis. There is no significant net impact to cash flows from operations or to overall cash resulting from these consolidations. Refer to Note 2 to the Condensed Consolidated Financial Statements for further discussion.

Cash and cash equivalents increased by $40.7 million during the three months ended March 31, 2019, reflecting net cash provided by financing activities of $388.2 million, partially offset by net cash used in operating activities of $110.4 million and net cash used in investing activities of $237.1 million.

Net cash used in operating activities of $110.4 million during the three months ended March 31, 2019 related primarily to $157.9 million in originations and purchases of loans held-for-sale, net of principal collections and sales,

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cash interest expense of $129.3 million, general and administrative expenses of $29.4 million, management fees of $30.0 million and a net change in operating assets and liabilities used cash of $41.4 million. Offsetting these cash outflows was cash interest income of $151.8 million from our loan origination and conduit programs and cash interest income on investment securities of $42.6 million. Net rental income provided cash of $52.1 million and servicing fees provided cash of $25.8 million.

Net cash used in investing activities of $237.1 million during the three months ended March 31, 2019 related primarily to the origination and acquisition of new loans held-for-investment of $1.3 billion, the purchase of investment securities of $39.5 million, investments in unconsolidated entities of $13.8 million and net additions to properties and other assets of $7.1 million, partially offset by the proceeds received from principal collections and sales of loans of $1.1 billion and proceeds received from principal collections and sales of investment securities of $56.3 million.

Net cash provided by financing activities of $388.2 million for the three months ended March 31, 2019 related primarily to borrowings on our secured debt, net of repayments and deferred loan costs, of $537.8 million, partially offset by dividend distributions of $132.5 million, the settlement of the 2019 Notes of $10.4 million and net distributions to non-controlling interests of $6.9 million.

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Our Investment Portfolio

Commercial and Residential Lending Segment

The following table sets forth the amount of each category of investments we owned across various property types within our Commercial and Residential Lending Segment as of March 31, 2019 and December 31, 2018 (dollars in thousands):


											Unlevered
	Face		Carrying			Asset Specific		Net			Return on
	Amount		Value			Financing		Investment		Vintage	Asset
March 31, 2019
First mortgages (1)	$	6,873,026	$	6,850,339		$	4,119,304	$	2,731,035	1997-2019	6.9	%
Subordinated mortgages		54,042		52,849			—		52,849	1998-2018	9.4	%
Mezzanine loans (1)		581,557		579,496			—		579,496	2005-2018	12.8	%
Other loans		64,916		61,234			—		61,234	1999-2018	9.0	%
Loans held-for-sale, fair value option, residential		673,249		688,435			499,850		188,585	2013-2019	6.0	%
Loan loss allowance		—		(30,788)			—		(30,788)	N/A
RMBS, available-for-sale		302,229		204,835			89,092		115,743	2003-2007	11.8	%
RMBS, fair value option		72,339		108,816	(2)		33,192		75,624	2018-2019	8.4	%
CMBS, fair value option		150,938		150,677	(3)		80,391		70,286	2018	6.1	%
HTM debt securities (4)		585,613		584,177			189,129		395,048	2014-2018	7.5	%
Equity security		11,910		12,506			—		12,506	N/A
Investment in unconsolidated entities		N/A		35,351			—		35,351	N/A
Properties, net		N/A		8,937			—		8,937	N/A
	$	9,369,819	$	9,306,864		$	5,010,958	$	4,295,906

December 31, 2018
First mortgages (1)	$	6,627,879	$	6,603,760		$	3,542,214	$	3,061,546	1997-2018	7.0	%
Subordinated mortgages		53,996		52,778			—		52,778	1998-2018	9.4	%
Mezzanine loans (1)		394,739		393,832			—		393,832	2005-2018	11.6	%
Other loans		64,658		61,001			—		61,001	1999-2018	9.1	%
Loans held-for-sale, fair value option, residential		609,571		623,660			499,756		123,904	2013-2018	6.1	%
Loans held-for-sale, commercial		48,667		46,495			30,525		15,970	2018	6.3	%
Loans transferred as secured borrowings		74,692		74,346			74,239		107	N/A
Loan loss allowance		—		(39,151)			—		(39,151)	N/A
RMBS, available-for-sale		309,497		209,079			44,070		165,009	2003-2007	11.7	%
RMBS, fair value option		62,397		87,879	(2)		13,179		74,700	2018	8.0	%
CMBS, fair value option		160,198		158,688	(3)		83,864		74,824	2018	6.7	%
HTM debt securities (4)		585,017		583,381			191,991		391,390	2014-2018	7.5	%
Equity security		11,660		11,893			—		11,893	N/A
Investment in unconsolidated entities		N/A		35,274			—		35,274	N/A
	$	9,002,971	$	8,902,915		$	4,479,838	$	4,423,077

(1)

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(2)

Includes $108.8 million and $87.9 million of RMBS eliminated in consolidation against VIE liabilities pursuant to ASC 810 as of March 31, 2019 and December 31, 2018, respectively.

(3)

Includes $150.7 million and $158.7 million of CMBS eliminated in consolidation against VIE liabilities pursuant to ASC 810 as of March 31, 2019 and December 31, 2018, respectively.

(4)

CMBS held-to-maturity (“HTM”) and mandatorily redeemable preferred equity interests in commercial real estate entities.

As of March 31, 2019 and December 31, 2018, our Commercial and Residential Lending Segment’s investment portfolio, excluding loans held-for-sale, RMBS, properties and other investments, had the following characteristics based on carrying values:


Collateral Property Type	March 31, 2019		December 31, 2018
Office	37.1	%	35.0	%
Hotel	21.7	%	23.5	%
Mixed Use	14.9	%	11.9	%
Multifamily	12.8	%	15.4	%
Residential	5.2	%	4.9	%
Retail	2.5	%	2.4	%
Industrial	1.5	%	1.7	%
Other	4.3	%	5.2	%
	100.0	%	100.0	%


Geographic Location	March 31, 2019		December 31, 2018
North East	27.8	%	28.7	%
West	21.3	%	22.7	%
International	14.7	%	11.0	%
South West	13.9	%	14.0	%
South East	9.4	%	9.9	%
Mid Atlantic	6.5	%	6.8	%
Midwest	6.4	%	6.9	%
	100.0	%	100.0	%

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Infrastructure Lending Segment

The following table sets forth the amount of each category of investments we owned within our Infrastructure Lending Segment as of March 31, 2019 and December 31, 2018 (dollars in thousands):


									Unlevered
	Face		Carrying		Asset Specific		Net		Return on
	Amount		Value		Financing		Investment		Asset
March 31, 2019
First priority infrastructure loans and HTM securities	$	1,531,376	$	1,509,707	$	1,117,472	$	392,235	6.1	%
Loans held-for-sale, infrastructure		312,551		303,577		292,652		10,925	3.6	%
Loan loss allowance		N/A		(774)		—		(774)
	$	1,843,927	$	1,812,510	$	1,410,124	$	402,386

December 31, 2018
First priority infrastructure loans and HTM securities	$	1,537,412	$	1,517,547	$	1,130,567	$	386,980	5.9	%
Loans held-for-sale, infrastructure		486,909		469,775		393,984		75,791	3.6	%
	$	2,024,321	$	1,987,322	$	1,524,551	$	462,771

As of March 31, 2019 and December 31, 2018, our Infrastructure Lending Segment’s investment portfolio had the following characteristics based on carrying values:


Collateral Type	March 31, 2019		December 31, 2018
Natural gas power	69.2	%	54.3	%
Renewable power	16.3	%	30.8	%
Midstream/downstream oil & gas	8.7	%	9.3	%
Other thermal power	5.6	%	5.1	%
Upstream oil & gas	0.2	%	0.5	%
	100.0	%	100.0	%


Geographic Location	March 31, 2019		December 31, 2018
U.S. Regions:
North East	43.8	%	32.8	%
Midwest	19.3	%	15.9	%
South West	7.6	%	12.9	%
Mid-Atlantic	3.9	%	4.6	%
South East	3.6	%	3.4	%
West	3.3	%	4.7	%
International:
Mexico	12.1	%	12.5	%
United Kingdom	2.1	%	4.7	%
Ireland	0.1	%	2.4	%
Other	4.2	%	6.1	%
	100.0	%	100.0	%

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Property Segment

The following table sets forth the amount of each category of investments, which are comprised of properties, intangible lease assets and liabilities and our equity investment in the Retail Fund held within our Property Segment as of March 31, 2019 and December 31, 2018 (amounts in thousands):


	March 31, 2019		December 31, 2018
Properties, net	$	2,487,285	$	2,512,847
Lease intangibles, net		82,469		87,729
Investment in unconsolidated entities		70,557		114,362
	$	2,640,311	$	2,714,938

The following table sets forth our net investment and other information regarding the Property Segment’s properties and intangible lease assets and liabilities as of March 31, 2019 (dollars in thousands):


			Asset						Weighted Average
	Carrying		Specific		Net		Occupancy		Remaining
	Value		Financing		Investment		Rate		Lease Term
Office—Medical Office Portfolio	$	760,366	$	486,831	$	273,535	93.3	%	6.3 years
Office—Ireland Portfolio		494,086		341,626		152,460	99.0	%	9.3 years
Multifamily residential—Ireland Portfolio		17,908		11,626		6,282	96.0	%	0.4 years
Multifamily residential—Woodstar I Portfolio		624,427		406,783		217,644	98.3	%	0.5 years
Multifamily residential—Woodstar II Portfolio		599,361		437,494		161,867	99.5	%	0.5 years
Retail—Master Lease Portfolio		343,790		192,154		151,636	100.0	%	23.1 years
Subtotal—undepreciated carrying value		2,839,938		1,876,514		963,424
Accumulated depreciation and amortization		(270,184)		—		(270,184)
Net carrying value	$	2,569,754	$	1,876,514	$	693,240

As of March 31, 2019 and December 31, 2018, our Property Segment’s investment portfolio had the following geographic characteristics based on carrying values:


Geographic Location	March 31, 2019		December 31, 2018
Ireland	17.4	%	17.7	%
U.S. Regions:
South East	51.0	%	50.8	%
South West	8.6	%	8.6	%
Midwest	8.4	%	8.3	%
North East	8.1	%	8.1	%
West	6.5	%	6.5	%
	100.0	%	100.0	%

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Investing and Servicing Segment

The following table sets forth the amount of each category of investments we owned within our Investing and Servicing Segment as of March 31, 2019 and December 31, 2018 (amounts in thousands):


						Asset
	Face		Carrying			Specific		Net
	Amount		Value			Financing		Investment
March 31, 2019
CMBS, fair value option	$	2,821,996	$	992,739	(1)	$	308,137	$	684,602
Intangible assets - servicing rights		N/A		44,117	(2)		—		44,117
Lease intangibles, net		N/A		27,621			—		27,621
Loans held-for-sale, fair value option, commercial		149,428		153,252			109,442		43,810
Loans held-for-investment		1,498		1,498			—		1,498
Investment in unconsolidated entities		N/A		54,251	(3)		—		54,251
Properties, net		N/A		273,152			235,499		37,653
	$	2,972,922	$	1,546,630		$	653,078	$	893,552
December 31, 2018
CMBS, fair value option	$	2,872,381	$	998,820	(1)	$	320,158	$	678,662
Intangible assets - servicing rights		N/A		44,632	(2)		—		44,632
Lease intangibles, net		N/A		29,327			—		29,327
Loans held-for-sale, fair value option, commercial		46,249		47,622			34,105		13,517
Loans held-for-investment		3,357		3,357			—		3,357
Investment in unconsolidated entities		N/A		44,129	(3)		—		44,129
Properties, net		N/A		272,043			230,995		41,048
	$	2,921,987	$	1,439,930		$	585,258	$	854,672

(1)

Includes $943.6 million and $957.5 million of CMBS eliminated in consolidation against VIE liabilities pursuant to ASC 810 as of March 31, 2019 and December 31, 2018, respectively.

(2)

Includes $24.3 million and $24.1 million of servicing rights intangibles eliminated in consolidation against VIE assets pursuant to ASC 810 as of March 31, 2019 and December 31, 2018, respectively.

(3)

Includes $35.8 million and $22.0 million of investment in unconsolidated entities eliminated in consolidation against VIE assets pursuant to ASC 810 as of March 31, 2019 and December 31, 2018, respectively.

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Our REIS Equity Portfolio, as described in Note 6 to the Condensed Consolidated Financial Statements, had the following characteristics based on carrying values of $284.7 million as of both March 31, 2019 and December 31, 2018:


Property Type	March 31, 2019		December 31, 2018
Office	56.7	%	56.5	%
Retail	24.1	%	24.1	%
Multifamily	7.7	%	7.8	%
Mixed Use	5.0	%	5.1	%
Self-storage	4.5	%	4.5	%
Hotel	2.0	%	2.0	%
	100.0	%	100.0	%


Geographic Location	March 31, 2019		December 31, 2018
South East	37.9	%	37.9	%
North East	22.4	%	22.4	%
South West	17.8	%	18.0	%
West	9.8	%	9.8	%
Midwest	6.8	%	6.8	%
Mid Atlantic	5.3	%	5.1	%
	100.0	%	100.0	%

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New Credit Facilities and Amendments

Refer to Notes 9 and 10 of our Condensed Consolidated Financial Statements for a detailed discussion of new credit facilities and amendments to existing credit facilities executed since December 31, 2018.

Borrowings under Various Secured Financing Arrangements

The following table is a summary of our secured financing facilities as of March 31, 2019 (dollars in thousands):


					Pledged							Approved
					Asset		Maximum					but		Unallocated
	Current	Extended			Carrying		Facility			Outstanding		Undrawn		Financing
	Maturity	Maturity (a)	Pricing		Value		Size			Balance		Capacity (b)		Amount (c)
Lender 1 Repo 1	(d)	(d)	LIBOR + 1.60% to 5.75%		$	1,723,488	$	2,000,000		$	1,341,314	$	—	$	658,686
Lender 2 Repo 1	Apr 2020	Apr 2023	LIBOR + 1.50% to 2.50%			645,636		900,000	(e)		467,390		37,362		395,248
Lender 4 Repo 2	May 2021	May 2023	LIBOR + 1.70% to 3.25%			1,073,533		1,000,000			664,637		50,200		285,163
Lender 6 Repo 1	Aug 2021	N/A	LIBOR + 1.50% to 2.50%			451,409		600,000			361,291		—		238,709
Lender 6 Repo 2	Jan 2024	N/A	GBP LIBOR + 2.45% to 2.75%, EURIBOR + 2.25%			714,538		559,524			545,880		—		13,644
Lender 7 Repo 1	Sep 2021	Sep 2023	LIBOR + 1.50% to 2.25%			123,071		250,000			99,064		—		150,936
Lender 10 Repo 1	May 2021	May 2023	LIBOR + 1.50% to 2.75%			200,455		164,840			160,480		—		4,360
Lender 11 Repo 1	Feb 2021	N/A	LIBOR + 2.10%			—		400,000			—		—		400,000
Lender 11 Repo 2	Sep 2019	Sep 2023	LIBOR + 2.00% to 2.50%			354,912		500,000			220,690		50,000		229,310
Lender 12 Repo 1	Jun 2021	Jun 2024	LIBOR + 2.10% to 2.45%			233,971		250,000			176,250		—		73,750
Lender 13 Repo 1	(f)	(f)	LIBOR + 1.50%			137,420		200,000			106,124		—		93,876
Lender 7 Secured Financing	Feb 2021	Feb 2023	LIBOR + 2.25%	(g)		—		650,000	(h)		—		—		650,000
Lender 8 Secured Financing	Aug 2019	N/A	LIBOR + 4.00%			—		—			—		—		—
Conduit Repo 2	Nov 2019	Nov 2020	LIBOR + 2.25%			116,967		200,000			91,280		—		108,720
Conduit Repo 3	Feb 2020	Feb 2021	LIBOR + 2.10%			26,158		150,000			18,884		—		131,116
MBS Repo 1	(i)	(i)	N/A			—		—			—		—		—
MBS Repo 2	Dec 2020	N/A	LIBOR + 1.55% to 1.75%			222,303		159,202			159,202		—		—
MBS Repo 3	(j)	(j)	LIBOR + 1.30% to 1.85%			714,884		428,414			428,414		—		—
MBS Repo 4	(k)	N/A	LIBOR + 1.25%			151,613		100,000			60,000		32,917		7,083
MBS Repo 5	Dec 2028	Jun 2029	4.22%			57,618		150,000			55,389		—		94,611
Investing and Servicing Segment Property Mortgages	May 2020 to Jun 2026	N/A	Various			264,146		242,499			223,465		—		19,034
Ireland Mortgage	Oct 2025	N/A	1.93%			448,324		354,875			354,875		—		—
Woodstar I Mortgages	Nov 2025 to Oct 2026	N/A	3.72% to 3.97%			343,540		276,748			276,748		—		—
Woodstar I Government Financing	Mar 2026 to Jun 2049	N/A	1.00% to 5.00%			197,385		130,607			130,607		—		—
Woodstar II Mortgages	Jan 2028 to Apr 2028	N/A	3.81% to 3.85%			526,736		417,669			417,669		—		—
Woodstar II Government Financing	Jun 2030 to Aug 2052	N/A	1.00% to 3.19%			38,680		25,229			25,229		—		—
Medical Office Mortgages	Dec 2021	Dec 2023	LIBOR + 2.50%			672,442		524,499			492,828		—		31,671
Master Lease Mortgages	Oct 2027	N/A	4.38%			330,998		194,900			194,900		—		—
Infrastructure Acquisition Facility	Sep 2021	Sep 2022	Various	(l)		1,455,572		1,528,327			1,175,677		—		352,650
Infrastructure Repo	Feb 2020	Feb 2021	LIBOR + 1.75%			307,636		500,000			257,318		—		242,682
Term Loan A	Dec 2020	Dec 2021	LIBOR + 2.25%	(g)		931,519		300,000			300,000		—		—
Revolving Secured Financing	Dec 2020	Dec 2021	LIBOR + 2.25%	(g)		—		100,000			—		100,000		—
FHLB	Feb 2021	N/A	Various			676,836		2,000,000			500,000		—		1,500,000
					$	13,141,790	$	15,257,333			9,305,605	$	270,479	$	5,681,249
Unamortized net discount											(911)
Unamortized deferred financing costs											(69,784)
										$	9,234,910

(a)

Subject to certain conditions as defined in the respective facility agreement.

(b)

Approved but undrawn capacity represents the total draw amount that has been approved by the lender related to those assets that have been pledged as collateral, less the drawn amount.

(c)

Unallocated financing amount represents the maximum facility size less the total draw capacity that has been approved by the lender.

(d)

(e)

The initial maximum facility size of $600.0 million may be increased to $900.0 million at our option, subject to certain conditions.

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(f)

(g)

Subject to borrower’s option to choose alternative benchmark based rates pursuant to the terms of the credit agreement.

(h)

The initial maximum facility size of $300.0 million may be increased to $650.0 million, subject to certain conditions.

(i)

Facility carries a rolling 11-month term which may reset monthly with the lender’s consent. This facility carries no maximum facility size.

(j)

(k)

The date that is 270 days after the buyer delivers notice to seller, subject to a maximum date of May 2020.

(l)

As of March 31, 2019, Wells Fargo Bank, N.A. is our largest repurchase facility creditor through the Lender 1 Repo 1 facility and the MBS Repo 4 facility.

Refer to Note 9 of the Condensed Consolidated Financial Statements for further disclosure regarding the terms of our secured financing arrangements.

Variance between Average and Quarter-End Credit Facility Borrowings Outstanding

The following table compares the average amount outstanding under our secured financing agreements during each quarter and the amount outstanding as of the end of each quarter, together with an explanation of significant variances (amounts in thousands):


			Weighted-Average				Explanations
	Quarter-End		Balance During				for Significant
Quarter Ended	Balance		Quarter		Variance		Variances
December 31, 2018	$	8,761,624	$	8,885,381	$	(123,757)	(a)
March 31, 2019		9,305,605		9,766,206		(460,601)	(b)

(a)

Variance primarily due to the following: (i) $83.0 million repaid on the Lender 4 Repo 2 facility in December 2018; and (ii) $37.0 million repaid on the Lender 2 Repo 1 facility in December 2018.

(b)

Variance primarily due to the late quarter timing of commercial loan sales and loan repayments, all of which resulted in paydowns of the corresponding credit facilities which financed these assets.

Borrowings under Unsecured Senior Notes

During the three months ended March 31, 2019 and 2018, the weighted average effective borrowing rate on our unsecured senior notes was 5.0% and 4.9%, respectively. The effective borrowing rate includes the effects of underwriter purchase discount and the adjustment for the conversion option on the convertible notes, the initial value of which reduced the balance of the notes.

Refer to Note 10 of our Condensed Consolidated Financial Statements for further disclosure regarding the terms of our unsecured senior notes.

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Scheduled Principal Repayments on Investments and Overhang on Financing Facilities

The following scheduled and/or projected principal repayments on our investments were based upon the amounts outstanding and contractual terms of the financing facilities in effect as of March 31, 2019 (amounts in thousands):


	Scheduled Principal		Scheduled/Projected		Projected/Required			Scheduled Principal
	Repayments on Loans		Principal Repayments		Repayments of			Inflows Net of
	and HTM Securities		on RMBS and CMBS		Financing			Financing Outflows
Second Quarter 2019	$	648,639	$	10,088	$	(163,600)		$	495,127
Third Quarter 2019		436,540		35,626		(60,162)			412,004
Fourth Quarter 2019		682,021		14,261		(192,083)			504,199
First Quarter 2020		867,912		16,346		(599,438)	(1)		284,820
Total	$	2,635,112	$	76,321	$	(1,015,283)		$	1,696,150

(1)

Includes $428.4 million of repayments associated with a secured financing facility that carries a rolling 12-month term which may reset monthly with the lender’s consent.

In the normal course of business, the Company is in discussions with its lenders to extend or amend any financing facilities which contain near term expirations.

Issuances of Equity Securities

We may raise funds through capital market transactions by issuing capital stock. There can be no assurance, however, that we will be able to access the capital markets at any particular time or on any particular terms. We have authorized 100,000,000 shares of preferred stock and 500,000,000 shares of common stock. At March 31, 2019, we had 100,000,000 shares of preferred stock available for issuance and 219,698,655 shares of common stock available for issuance.

Other Potential Sources of Financing

In the future, we may also use other sources of financing to fund the acquisition of our target assets, including other secured as well as unsecured forms of borrowing and sale of certain investment securities which no longer meet our return requirements.

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Off-Balance Sheet Arrangements

We have relationships with unconsolidated entities and financial partnerships, such as entities often referred to as VIEs. Our maximum risk of loss associated with our involvement in VIEs is limited to the carrying value of our investment in the entity and any unfunded capital commitments. Refer to Note 14 of the Condensed Consolidated Financial Statements for further discussion.

Dividends

We intend to continue to make regular quarterly distributions to holders of our common stock. U.S. federal income tax law generally requires that a REIT distribute annually at least 90% of its REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains, and that it pay tax at regular corporate rates to the extent that it annually distributes less than 100% of its net taxable income. We intend to continue to pay regular quarterly dividends to our stockholders in an amount approximating our net taxable income, if and to the extent authorized by our board of directors. Before we pay any dividend, whether for U.S. federal income tax purposes or otherwise, we must first meet both our operating and debt service requirements. If our cash available for distribution is less than our net taxable income, we could be required to sell assets or borrow funds to make cash distributions or we may make a portion of the required distribution in the form of a taxable stock distribution or distribution of debt securities. Refer to our Form 10-K for a detailed dividend history.

The Company’s board of directors declared the following dividends during the three months ended March 31, 2019:


Declare Date	Record Date	Payment Date	Amount		Frequency
2/28/19	3/29/19	4/15/19	$	0.48	Quarterly

On May 8, 2019, our board of directors declared a dividend of $0.48 per share for the second quarter of 2019, which is payable on July 15, 2019 to common stockholders of record as of June 28, 2019.

Leverage Policies

Our strategies with regards to use of leverage have not changed significantly since December 31, 2018. Refer to our Form 10-K for a description of our strategies regarding use of leverage.

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Contractual Obligations and Commitments

Contractual obligations as of March 31, 2019 are as follows (amounts in thousands):


			Less than						More than
	Total		1 year		1 to 3 years		3 to 5 years		5 years
Secured financings (a)	$	9,305,605	$	770,161	$	2,465,563	$	3,397,756	$	2,672,125
Unsecured senior notes		1,950,000		—		1,200,000		250,000		500,000
Loan funding commitments (b)		1,727,378		1,080,081		586,184		61,113		—
Infrastructure Lending Segment commitments (c)		341,803		338,962		2,841		—		—
Future lease commitments		26,509		6,519		7,840		656		11,494
Total	$	13,351,295	$	2,195,723	$	4,262,428	$	3,709,525	$	3,183,619

(a)

Represents the contractual maturity of the respective credit facility, inclusive of available extension options. If investments that have been pledged as collateral repay earlier than the contractual maturity of the debt, the related portion of the debt would likewise require earlier repayment. Refer to Note 9 to the Condensed Consolidated Financial Statements for the expected maturities by year.

(b)

Excludes $212.4 million of loan funding commitments in which management projects the Company will not be obligated to fund in the future due to repayments made by the borrower earlier than, or in excess of, expectations.

(c)

Represents contractual commitments of $221.0 million under revolvers and letters of credit and $120.8 million under delayed draw term loans.

The table above does not include interest payable, amounts due under our management agreement, amounts due under our derivative agreements or amounts due under guarantees as those contracts do not have fixed and determinable payments.

Critical Accounting Estimates

Refer to the section of our Form 10-K entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates” for a full discussion of our critical accounting estimates. Our critical accounting estimates have not materially changed since December 31, 2018.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We seek to manage our risks related to the credit quality of our assets, interest rates, liquidity, prepayment speeds and market value while, at the same time, seeking to provide an opportunity to stockholders to realize attractive risk-adjusted returns through ownership of our capital stock. While we do not seek to avoid risk completely, we believe the risk can be quantified from historical experience and seek to actively manage that risk, to earn sufficient compensation to justify taking those risks and to maintain capital levels consistent with the risks we undertake. Our strategies for managing risk and our exposure to such risks have not changed materially since December 31, 2018. Refer to our Form 10-K, Item 7A for further discussion.

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Credit Risk

Our loans and investments are subject to credit risk. The performance and value of our loans and investments depend upon the owners’ ability to operate the properties that serve as our collateral so that they produce cash flows adequate to pay interest and principal due to us. To monitor this risk, our Manager’s asset management team reviews our investment portfolios and is in regular contact with our borrowers, monitoring performance of the collateral and enforcing our rights as necessary.

We seek to further manage credit risk associated with our Investing and Servicing Segment loans held-for-sale through the purchase of credit index instruments. The following table presents our credit index instruments as of March 31, 2019 and December 31, 2018 (dollars in thousands):


	Face Value of		Aggregate Notional Value of		Number of
	Loans Held-for-Sale		Credit Index Instruments		Credit Index Instruments
March 31, 2019	$	149,428	$	39,000	4
December 31, 2018	$	46,249	$	24,000	3

Capital Market Risk

We are exposed to risks related to the equity capital markets and our related ability to raise capital through the issuance of our common stock or other equity instruments. We are also exposed to risks related to the debt capital markets, and our related ability to finance our business through borrowings under repurchase obligations or other debt instruments. As a REIT, we are required to distribute a significant portion of our taxable income annually, which constrains our ability to accumulate operating cash flow and therefore requires us to utilize debt or equity capital to finance our business. We seek to mitigate these risks by monitoring the debt and equity capital markets to inform our decisions on the amount, timing and terms of capital we raise.

Interest Rate Risk

Interest rates are highly sensitive to many factors, including fiscal and monetary policies and domestic and international economic and political considerations, as well as other factors beyond our control. We are subject to interest rate risk in connection with our investments and the related financing obligations. In general, we seek to match the interest rate characteristics of our investments with the interest rate characteristics of any related financing obligations such as repurchase agreements, bank credit facilities, term loans, revolving facilities and securitizations. In instances where the interest rate characteristics of an investment and the related financing obligation are not matched, we mitigate such interest rate risk through the utilization of interest rate derivatives of the same duration. The following table presents financial instruments where we have utilized interest rate derivatives to hedge interest rate risk and the related interest rate derivatives as of March 31, 2019 and December 31, 2018 (dollars in thousands):


			Aggregate Notional
	Face Value of		Value of Interest		Number of Interest
	Hedged Instruments		Rate Derivatives		Rate Derivatives
Instrument hedged as of March 31, 2019
Loans held-for-sale	$	449,428	$	443,400	23
RMBS, available-for-sale		302,229		109,000	3
Secured financing agreements		726,625		690,176	12
Unsecured senior notes		1,000,000		970,000	2
	$	2,478,282	$	2,212,576	40
Instrument hedged as of December 31, 2018
Loans held-for-sale	$	346,300	$	337,700	10
RMBS, available-for-sale		309,497		109,000	3
Secured financing agreements		1,085,717		1,029,376	16
Unsecured senior notes		1,000,000		970,000	2
	$	2,741,514	$	2,446,076	31

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The following table summarizes the estimated annual change in net investment income for our LIBOR-based investments and our LIBOR-based debt assuming increases or decreases in LIBOR and adjusted for the effects of our interest rate hedging activities (amounts in thousands, except per share data):


	Variable rate
	investments and		3.0%		2.0%		1.0%		1.0%
Income (Expense) Subject to Interest Rate Sensitivity	indebtedness (1)		Increase		Increase		Increase		Decrease (2)
Investment income from variable rate investments	$	9,397,840	$	277,030	$	184,255	$	91,480	$	(74,185)
Interest expense from variable rate debt, net of interest rate derivatives		(7,275,650)		(219,952)		(146,921)		(73,786)		74,082
Net investment income from variable rate instruments	$	2,122,190	$	57,078	$	37,334	$	17,694	$	(103)
Impact per diluted shares outstanding			$	0.20	$	0.13	$	0.06	$	—

(1)

Includes the notional value of interest rate derivatives.

(2)

Assumes LIBOR does not go below 0%.

Foreign Currency Risk

We intend to hedge our currency exposures in a prudent manner. However, our currency hedging strategies may not eliminate all of our currency risk due to, among other things, uncertainties in the timing and/or amount of payments received on the related investments, and/or unequal, inaccurate, or unavailable hedges to perfectly offset changes in future exchange rates. Additionally, we may be required under certain circumstances to collateralize our currency hedges for the benefit of the hedge counterparty, which could adversely affect our liquidity.

Consistent with our strategy of hedging foreign currency exposure on certain investments, we typically enter into a series of forwards to fix the U.S. dollar amount of foreign currency denominated cash flows (interest income, rental income and principal payments) we expect to receive from our foreign currency denominated investments. Accordingly, the notional values and expiration dates of our foreign currency hedges approximate the amounts and timing of future payments we expect to receive on the related investments.

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The following table represents our current currency hedge exposure as it relates to our investments denominated in foreign currencies, along with the aggregate notional amount of the hedges in place (amounts in thousands except for number of contracts) using the March 31, 2019 GBP closing rate of 1.3031, Euro (“EUR”) closing rate of 1.1219, Canadian Dollar (“CAD”) closing rate of 0.7494, and Australian Dollar (“AUD”) closing rate of 0.7094.


Carrying Value of Net Investment		Local Currency	Number of Foreign Exchange Contracts		Aggregate Notional Value of Hedges Applied		Expiration Range of Contracts
$	3,605	GBP	1		$	4,206	April 2019
	74,789	GBP	41			73,272	April 2019 – June 2020
	7,827	EUR	3			11,028	April 2019
	26,531	GBP	20			33,548	April 2019 – July 2021
	31,587	EUR	8			36,926	May 2020 – March 2022
	18,927	EUR	14			29,477	May 2019 – August 2022
	3,005	GBP	1			4,117	April 2019
	92,995	GBP	18			116,946	April 2019 – January 2022
	23,829	GBP	5			59,573	April 2021
	3,621	AUD	3			5,335	April 2019 – October 2019
	5,350	CAD	15			6,443	April 2019 – October 2022
	2,252	EUR	16			5,948	July 2019 – October 2022
	157,119	EUR	15	(1)		232,574	June 2019 – June 2020
	28,133	GBP	11			36,352	June 2019 – December 2021
	56,736	GBP	44			77,893	May 2019 – November 2021
	12,506	GBP	1			11,910	April 2020
	1,613	EUR	—			—	N/A
$	550,425		216		$	745,548

(1)

These foreign exchange contracts hedge our EUR currency exposure created by our acquisition of the Ireland Portfolio.

Item 4. Controls and Procedures .

Disclosure Controls and Procedures. We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer, as appropriate, to allow timely decisions regarding required disclosures.

As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

Changes in Internal Control Over Financial Reporting. No change in internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) occurred during the quarter ended March 31, 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II—OTHER INFORMATIO N

Item 1. Legal Proceedings.

Currently, no material legal proceedings are pending or, to our knowledge, threatened or contemplated against us, that could have a material adverse effect on our business, financial position or results of operations.

Item 1A. Risk Factor s.

There have been no material changes to the risk factors previously disclosed in our Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

There were no unregistered sales of securities during the three months ended March 31, 2019.

Issuer Purchases of Equity Securities

There were no purchases of common stock during the three months ended March 31, 2019.

Item 3. Defaults Upon Senior Securitie s.

None.

Item 4. Mine Safety Disclosures .

Not applicable.

Item 5. Other Information .

None.

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Item 6. Exhibits.

(a) Index to Exhibits

INDEX TO EXHIBITS


Exhibit No.		Description
10.1		Master Repurchase and Securities Contract, dated as of February 6, 2019, among SPT Infrastructure Finance Sub-4, LLC, SPT Infrastructure Finance Sub-4 (DT), LLC, SPT Infrastructure Finance Sub-4 (OT), Ltd. and MUFG Bank, Ltd.

10.2		Amended and Restated Advances, Collateral Pledge and Security Agreement, dated as of July 7, 2017, between the Federal Home Loan Bank of Chicago (“FHLB”) and Prospect Mortgage Insurance, LLC (“PMI”) (the “Amended and Restated Advances, Collateral Pledge and Security Agreement”)

10.3		Supplement to Amended and Restated Advances, Collateral Pledge and Security Agreement, dated as of July 7, 2017, among PMI, SMRF Trust III (the “SMRF Trust III”), SMRF Trust III-A (“SMRF Trust III-A”, and together with SMRF Trust III, the “Trusts”), Wilmington Trust, National Association, solely as Delaware Trustee of the Trusts, and the FHLB (the “Supplement to Amended and Restated Advances, Collateral Pledge and Security Agreement”)

10.4		Letter agreement, dated March 15, 2019, between PMI and FHLB supplementing the Amended and Restated Advances, Collateral Pledge and Security Agreement dated July 7, 2017 and the Supplement to Amended and Restated Advances, Collateral Pledge and Security Agreement dated July 7, 2017, between PMI and the FHLB

10.5		Sixth Amended and Restated Master Repurchase and Securities Contract, dated as of April 10, 2019, among Starwood Property Mortgage Sub-2, L.L.C., Starwood Property Mortgage Sub-2-A, L.L.C. and SPT CA Fundings 2, LLC, as sellers, and Wells Fargo, National Association, as buyer

10.6		Second Amendment, dated as of April 11, 2019, to the Third Amended and Restated Credit Agreement, dated as of February 28, 2018, among Starwood Property Mortgage Sub-10, L.L.C. and Starwood Property Mortgage Sub-10-A, L.L.C., as borrowers, Starwood Property Trust, Inc. and certain subsidiaries of thereof as guarantors, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent thereunder

10.7	*	Form of Restricted Stock Award Agreement

31.1		Certification pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002

31.2		Certification pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002

32.1		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

* Indicates management contract or compensatory plan or arrangement.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	STARWOOD PROPERTY TRUST, INC.

Date: May 8, 2019	By:	/s/ BARRY S. STERNLICHT
		Barry S. Sternlicht Chief Executive Officer Principal Executive Officer

Date: May 8, 2019	By:	/s/ RINA PANIRY
		Rina Paniry Chief Financial Officer, Treasurer, Chief Accounting Officer and Principal Financial Officer

Exhibit 10.1

EXECUTION COPY

MASTER REPURCHASE AND SECURITIES CONTRACT

Dated as of February 6, 2019

SPT INFRASTRUCTURE FINANCE SUB-4, LLC,

SPT INFRASTRUCTURE FINANCE SUB-4 (DT), LLC and

SPT INFRASTRUCTURE FINANCE SUB-4 (OT), LTD.

as Sellers,

MUFG BANK, LTD.,

as Buyer

and

MUFG BANK, LTD.,

as Buyer Agent

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Page

1.	APPLICABILITY	1
2.	DEFINITIONS	1
3.	INITIATION; CONFIRMATION; TERMINATION; FEES	31
4.	LETTERS OF CREDIT	39
5.	MARGIN MAINTENANCE	41
6.	CASH MANAGEMENT ACCOUNT; PAYMENT DIRECTION; MONTHLY DISTRIBUTIONS	42
7.	PRECAUTIONARY SECURITY INTEREST	45
8.	PAYMENT, TRANSFER AND CUSTODY	47
9.	SALE, TRANSFER, HYPOTHECATION OR PLEDGE OF PURCHASED LOANS	48
10.	REPRESENTATIONS	49
11.	NEGATIVE COVENANTS OF SELLERS	55
12.	AFFIRMATIVE COVENANTS OF SELLERs	57
13.	SPECIAL-PURPOSE ENTITY	62
14.	EVENTS OF DEFAULT	64
15.	REMEDIES	66
16.	NOTICES AND OTHER COMMUNICATIONS	69
17.	SINGLE AGREEMENT	69
18.	CONFIDENTIALITY.	70
19.	ASSIGNABILITY	70
20.	ENTIRE AGREEMENT; SEVERABILITY	71
21.	GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL	72

-i-


22.	NO RELIANCE	72
23.	INDEMNITY; JOINT AND SEVERAL LIABILITY	73
24.	DUE DILIGENCE	74
25.	SERVICING	74
26.	MISCELLANEOUS	76
27.	INTENT	77
28.	CHANGE IN CIRCUMSTANCES	78
29.	ACKNOWLEDGEMENT AND CONSENT TO BAIL-IN OF EEA FINANCIAL INSTITUTIONS	85
30.	BUYER AS AGENT OR LENDER OF RECORD ON RELATED LOANS	86

ANNEXES, EXHIBITS AND SCHEDULES

SCHEDULE 1	Letters of Credit Purchase Price Adjustments
ANNEX I	Names and Addresses for Communications between Parties
ANNEX II	Prohibited Transferees
EXHIBIT I	Form of Confirmation
EXHIBIT II	Authorized Representatives of Seller
EXHIBIT III	Form of Custodial Delivery
EXHIBIT IV	Due Diligence Checklist
EXHIBIT V	Form of Power of Attorney
EXHIBIT VI	Representations and Warranties Regarding Each Individual Purchased Loan
EXHIBIT VII	Form of Subsequent Purchase Request
EXHIBIT VIII	Form of Transaction Request

-ii-


EXHIBIT IX	Ownership Chart
EXHIBIT X	Form of Payment Direction Letter
EXHIBIT XI	Forms of U.S. Tax Compliance Certificate
EXHIBIT XII	Form of Compliance Certificate
EXHIBIT XIII	Form of LC Request

-iii-

MASTER REPURCHASE AND SECURITIES CONTRACT

This Master Repurchase and Securities Contract is dated as of February 6, 2019 between SPT INFRASTRUCTURE FINANCE SUB-4, LLC, a Delaware limited liability company (“ Seller 1 ”), SPT INFRASTRUCTURE FINANCE SUB-4 (DT), LLC, a Delaware limited liability company (“ Seller 2 ”) and SPT INFRASTRUCTURE FINANCE SUB-4 (OT), LTD., an exempted company incorporated with limited liability in the Cayman Islands (“ Seller 3 ” and, together with Seller 1 and Seller 2, collectively, the “ Sellers ” and each individually, a “ Seller ”), MUFG BANK, LTD., a Japanese banking corporation, as Buyer and MUFG BANK, LTD., a Japanese banking corporation, as Buyer Agent.

1. APPLICABILITY

From time to time Buyer and each Seller may enter into transactions in which such Seller agrees to transfer to Buyer specified interests in Eligible Loans set forth in the related Confirmation against the transfer of funds by Buyer on the related Initial Purchase Date and, if applicable, on each Subsequent Purchase Date thereafter with a simultaneous agreement by Buyer to transfer to such Seller such specified interests in such Eligible Loans at a date certain or on demand, against the transfer of funds by such Seller. Each such transaction shall be referred to herein as a “ Transaction ” and, unless otherwise agreed in writing, shall be governed by this Agreement.

2. DEFINITIONS

(a) Definitions . As used herein, the following terms shall have the following meanings:

“ Accelerated Repurchase Date ” has the meaning specified in Section 15 of this Agreement.

“ Act of Insolvency ” means with respect to any party, (i) the commencement by such party as debtor of any case or proceeding under any bankruptcy, insolvency, reorganization, liquidation, moratorium, dissolution, delinquency or similar law, or such party seeking the appointment or election of a receiver, conservator, trustee, custodian or similar official for such party or any substantial part of its property, or the convening of any meeting of creditors for purposes of commencing any such case or proceeding or seeking such an appointment or election, (ii) the commencement of any such case or proceeding against such party, or another seeking such an appointment or election, or the filing against a party of an application for a protective decree under the provisions of the Securities Investor Protection Act of 1970, which (A) is consented to, solicited or colluded, or not timely contested by such party or (B) results in the entry of an order for relief, such an appointment or election, the issuance of such a protective decree or the entry of an order having a similar effect, (iii) the making by such party of a general assignment for the benefit of creditors, or (iv) the admission in writing by such party of such party’s inability to pay such party’s debts as they become due.

“ Advance ” means an advance of Dollars actually made by a Seller or Originator to an Underlying Obligor pursuant to the terms of the related Loan Agreement (including by issuing Letters of Credit on behalf of such Seller or an Affiliate thereof in lieu of making a cash payment in full or in part), whether made upon the closing of the related Purchased Loan or subsequent to such closing.

“ Advance Rate ” shall mean, with respect to any Transaction, a percentage equal to the lesser of (x) the Maximum Advance Rate for such Transaction and (y) a percentage designated by Seller in its sole and absolute discretion, and set forth in the Confirmation for such Transaction (as such Advance Rate may be revised in any amended Confirmation 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).

“ Affiliate ” of any Person means a specified Person that, directly or indirectly, Controls or is Controlled By, or is Under Common Control With, such Person.

“ Agreement ” means this Master Repurchase and Securities Contract.

“ Alternative Index ” shall mean a published floating rate index generally used by Buyer as a replacement for LIBOR, as determined by Buyer and applied to other similar transactions for similarly situated customers of Buyer.

“ Alternative Rate ” shall mean, with respect to any Pricing Rate Period, a fluctuating rate per annum equal to the Alternative Index applicable to the Pricing Rate Period ( provided that in no event shall such fluctuating rate be less than zero) plus the Alternative Spread.

“ Alternative Spread ” shall mean, in connection with any conversion of a Transaction from a LIBOR Transaction to an Alternative Rate Transaction, the difference (expressed as the number of basis points) between (a) the LIBO Rate plus the Applicable Margin applicable to such Transaction as of the Pricing Rate Determination Date for which LIBOR was last available minus (b) the Alternative Index as of such Pricing Rate Determination Date; provided that in the event that Buyer reasonably determines that any Alternative Spread determined in accordance with the foregoing provisions does not adequately and fairly reflect the cost to Buyer of making or maintaining Transactions or is inconsistent with market practice for transactions of the kind provided for in this Agreement, the Alternative Spread shall be determined as mutually agreed at such time by Buyer and the Sellers, which agreement shall not be unreasonably withheld, conditioned or delayed by Buyer or Sellers.

“ Alternative Rate Transaction ” means, with respect to any Pricing Rate Period, any Transaction with respect to which the Pricing Rate for such Pricing Rate Period is determined by reference to the Alternative Rate.

“ Annual Valuation Period ” means the “ annual valuation period ” as defined in 29 C.F.R. §2510.3-101(d)(5) as determined, for each Seller or Guarantor, as applicable.

“ Anti-Corruption Laws ” means all laws, rules, and regulations of any jurisdiction applicable to each Seller or Guarantor from time to time concerning or relating to bribery or corruption.

“ Anti-Terrorism Laws ” means any of the following: (a) the Anti-Terrorism Order; (b) the Terrorism Sanctions Regulations (Title 31 Part 595 of the U.S. Code of Federal Regulations); (c) the Terrorism List Governments Sanctions Regulations (Title 31 Part 596 of the U.S. Code of Federal Regulations); (d) the Foreign Terrorist Organizations Sanctions Regulations (Title 31 Part

597 of the U.S. Code of Federal Regulations); (e) the PATRIOT Act; (f) The Currency and Foreign Transactions Reporting Act (also known as the “Bank Secrecy Act,” 31 U.S.C. §§ 5311-5330 and 12 U.S.C. §§ 1818(s), 1820(b) and 1951-1959); (g) any regulations promulgated pursuant to the laws, orders and regulations listed in the foregoing clauses (a)–(f) of this definition; (h) other anti-money laundering laws or (i) comparable laws, rules and directives administered or enforced by the U.S. Department of State, the United Nations Security Council, the European Union, a member state of the European Union or any other relevant sanction authority.

“ Applicable Margin ” has the meaning set forth in the Fee Letter.

“ Applicable Maturity ” means, with respect to the determination of the LIBOR for any Transaction, a period of one, two, three or six months, as elected by the applicable Seller and notified to Buyer in connection with the entry into such Transaction.

“ Bail-In Action ” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“ Bail-In Legislation ” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“ Bankruptcy Code ” means Title 11 of the United States Code.

“ Base Rate ” has the meaning set forth in Section 28(c) of this Agreement.

“ Base Rate Transaction ” means, with respect to any Pricing Rate Period, any Transaction with respect to which the Pricing Rate for such Pricing Rate Period is determined by reference to the Base Rate.

“ Beneficial Ownership Certification ” means a certification regarding beneficial ownership or control as required by the Beneficial Ownership Regulation.

“ Beneficial Ownership Regulation ” means 31 C.F.R. § 1010.230.

“ Business Day ” means a day other than (i) a Saturday or Sunday or (ii) a day in which banks in the State of New York or London, U.K., are not open for business.

“ Buyer ” means MUFG, Bank Ltd. and each Eligible Assignee thereof.

“ Buyer Fees ” means the Facility Fee, the Commitment Fee and the Underwriting Fee.

“ CA Dollars ” means the lawful currency of Canada.

“ Cash Flow Available for Debt Service ” means, for any period, with reference to an Underlying Obligor’s financial statements for such period, (a) project revenues collected for such period; less (b) operating and maintenance expenses paid during such period; less (c) major

maintenance expenses and capital expenditures (to the extent not already counted as operating and maintenance expenses) paid during such period.

“ Cash Management Account ” means a segregated interest bearing account, in the name of Sellers, for the benefit of Buyer, established at the Depository or its custodian.

“ CERCLIS ” means the Comprehensive Environmental Response, Compensation and Liability Information System.

“ Change in Circumstance Notice ” has the meaning set forth in Section 28(e) of this Agreement.

“ Change in Law ” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty; (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority, including any change in the Risk-Based Capital Guidelines; or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that, notwithstanding anything herein to the contrary: (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith; and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued. “Risk Based Capital Guidelines” means (x) the risk-based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (y) the corresponding capital regulations promulgated by regulatory authorities outside the United States including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement applicable to Buyer.

“ Change of Control ” (a) as long as Guarantor is externally managed, SPT Management, LLC (“Manager”) or an Affiliate of Manager is no longer the manager of Guarantor, (b) as long as Guarantor is externally managed, there is a change in Control of Manager from the person or persons who are directly or indirectly controlling Manager as of the Closing Date, (c) any “person” or “group” (within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) shall become, or obtain rights (whether by means of warrants, options or otherwise) to become, the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of a percentage of the total voting power of all capital stock of Guarantor entitled to vote generally in the election of directors, members or partners of 20% or more, (d) Guarantor ceases to own and control 100% of the indirect voting and economic interests in any Seller, or (e) any Pledgor ceases to own and control 100% of the direct voting and economic interests in the applicable Seller owned by such Pledgor.

“ Closing Date ” means the date hereof as set forth on the first page of this Agreement.

“ Code ” means the United States Internal Revenue Code of 1986 and the regulations promulgated thereunder.

“ Collateral ” has the meaning specified in Section 7(a) of this Agreement.

“ Collection Period ” means with respect to the Remittance Date in any month, the period beginning on but excluding the Cut-off Date in the month preceding the month in which such Remittance Date occurs and continuing to and including the Cut-off Date immediately preceding such Remittance Date.

“ Committed LC ” means a Letter of Credit which Buyer has committed to issue but has not yet issued on the applicable Purchase Date relating to a Purchased Loan with an associated Letter of Credit.

“ Commitment Fee ” has the meaning set forth in the Fee Letter.

“ Commitment Fee Rate ” has the meaning set forth in the Fee Letter.

“ Compliance Certificate ” means a certificate in substantially the form of Exhibit XII hereto, duly completed and certified in accordance with Section 12(k) .

“ Concentration Limits ” means, as of any date of determination, the concentration limitations set forth below:

(a) the aggregate outstanding Repurchase Price of Purchased Loans (excluding Other Price Components) which have Underlying Obligors organized outside the United States shall not exceed 20% of (x) during the Ramp-Up Period, the Facility Amount and (y) thereafter, the aggregate Outstanding Principal Balance of the Purchased Loans;

(b) after the Ramp-Up Period, the aggregate outstanding Repurchase Price of Purchased Loans (excluding Other Price Components) that have a credit rating lower than “BB-” by S&P and/or “Ba3” by Moody’s (if applicable) may not exceed 15% of the aggregate outstanding principal amount of Purchased Loans; and

“ Confirmation ” has the meaning specified in Section 3(b) of this Agreement.

“ Connection Income Taxes ” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“ Control ” and the correlative meanings of the terms “ Controlled By ” and “ Under Common Control With ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting shares or partnership interests, or of the ability to exercise voting power by contract or otherwise.

“ Conveyance ” and the correlative meanings of the term “ Convey ” means a sale, outright assignment (and not a collateral assignment), transfer, set over or other outright conveyance.

“ Custodial Delivery ” means, with respect to any Purchased Loan, the document executed by the each Seller in order to deliver the applicable Purchased Loan Schedule, the Loan File and a General Assignment in blank relating to such Purchased Loan, together with all intervening assignments thereof, to Buyer or its designee pursuant to Section 8 of this Agreement, a form of which is attached hereto as Exhibit III .

“ Cut-off Date ” means the second Business Day preceding each Remittance Date.

“ Debt ” means (a) indebtedness for borrowed money; (b) obligations evidenced by bonds, debentures, notes, or other similar instruments; (c) obligations to pay the deferred purchase price of property or services (including trade obligations); and (d) obligations under guaranties, endorsements, performance bonds, assurances of payment, required investments, assurances against loss, and all other contingent obligations relating to the assurance of another Person against loss. “Debt” shall not include contingent indemnification obligations occurring under contracts entered into in the ordinary course of acquiring, holding or servicing the Purchased Loans.

“ Debt Service ” means, with respect to an Underlying Obligor, for any period, the sum, computed without duplication, of the following: (a) all scheduled amounts payable by such Underlying Obligor in respect of principal of senior debt during such period (excluding any mandatory prepayment of such senior debt), plus (b) all amounts payable by such Underlying Obligor in respect of interest expense (including the net amounts payable under the permitted interest rate swaps) for such period.

“ Debt Service Coverage Ratio ” or “ DSCR ” means, with respect to a Purchased Loan, (i) if the Underlying Obligor of such Purchased Loan is required to report debt service coverage ratio, the debt service coverage ratio defined in the underlying Loan Agreement; (ii) if the Underlying Obligor of such Purchased Loan is not required to report debt service coverage ratio, for any rolling period of 12 full calendar months preceding a principal repayment date, the ratio of (a) Cash Flow Available for Debt Service for such period to (b) Debt Service for such period; provided , however , that the calculation of “Debt Service” for purposes of this definition shall exclude (x) any principal paid during such period with respect to working capital loans, revolving loans or letter of credit loans; and (y) any debt service reserve, if any.

“ Default ” means any event that, with the giving of notice, the passage of time, or both, would constitute an Event of Default.

“ Default Rate ” has the meaning set forth in Section 5(d) of this Agreement.

“ Deposit Account Control Agreement ” means the Depository Agreement, dated as of the date hereof, by and among the Sellers, the Depository and the Buyer Agent, as the same may be amended, modified and/or restated from time to time.

“ Depository ” means MUFG Union Bank, N.A. or an Affiliate thereof, or any successor Depository appointed by Buyer with the prior written consent of Sellers (which consent shall not be unreasonably withheld or delayed).

“ Distribution ” means with respect to any Person, (a) any dividend or other distribution, direct or indirect, on account of any shares (or equivalent) of any class of Equity Interests of such

Person or any of its Subsidiaries, now or hereafter outstanding, (b) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares (or equivalent) of any class of Equity Interests of such Person or any of its Subsidiaries, now or hereafter outstanding, (c) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of Equity Interests of such Person or any of its Subsidiaries, now or hereafter outstanding, (d) any payment or prepayment of principal of, premium, if any, or interest on, redemption, purchase, retirement, defeasance, sinking fund or similar payment with respect to, any subordinated debt of such Person or Intercompany Debt of such Person or any Subsidiary, (e) the payment by such Person or any of its Subsidiaries of any management, advisory or consulting fees to any other Person who is directly or indirectly a significant partner, shareholder, owner or executive officer of any such Person or its Affiliates or (f) the payment of any extraordinary salary, bonus or other form of compensation to any other Person who is directly or indirectly a significant partner, shareholder, owner or executive officer of any such Person, to the extent such extraordinary salary, bonus or other form of compensation does not reduce such Person’s consolidated net income.

“ Dollars ” means the legal tendered of the United States of America.

“ Due Diligence Checklist ” means the due diligence materials set forth in Exhibit IV attached hereto.

“ Due Diligence Package ” means (i) the items on the Due Diligence Checklist, in each case to the extent applicable and available and (ii) such other documents or information as Buyer or its counsel shall reasonably deem necessary with respect to the Eligible Loans.

“ Early Repurchase Date ” has the meaning specified in Section 3(g) of this Agreement.

“ EEA Financial Institution ” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in

“ EEA Member Country ” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“ EEA Resolution Authority ” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution. clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“ Eligible Assignee ” shall mean (a)(i) any Person that is a bank, financial institution, pension fund, insurance company or similar Person, an Affiliate of any of the foregoing, or an Affiliate of Buyer, (ii) is not a Prohibited Transferee or an Affiliate of a Prohibited Transferee and (iii) is not an Underlying Obligor under any Purchased Loan or an Affiliate of an Underlying Obligor, and (b) any Person to which Sellers have consented; provided , that such consent of Sellers shall not be unreasonably withheld, delayed or conditioned and shall not be required at any time when an Event of Default exists.

“ Eligible Loan ” means:

(a) a performing whole first lien senior secured project finance loan or a controlling or non-controlling participation or syndicated interest therein, which may include any associated Letter of Credit and/or revolving credit facility (together, a “ First Lien Credit Facility ”) that are originated or purchased by Sellers;

(b) if the Underlying Obligor under such First Lien Credit Facility is rated by S&P or Moody’s (or both), such credit rating is at least “B+” by S&P and/or “B1” by Moody’s;

(c) the stated maturity date of such First Lien Credit Facility is no later than eight years from the date of origination;

(d) such First Lien Credit Facility is denominated and payable in US Dollars or, subject to the Multicurrency Sublimit, any other Permitted Currency;

(e) the Underlying Obligor under such First Lien Credit Facility is not organized in any country that does not have a long-term foreign currency rating of at least “BBB” by S&P and/or “Baa2” by Moody’s (except for First Lien Credit Facilities whose Underlying Obligors are organized in any other jurisdiction to which Buyer has, in its sole discretion, consented and which are guaranteed by an Export Credit Agency);

(f) the project financed by such First Lien Credit Facility is not a coal mining project or a coal power generation project;

(g) the outstanding principal amount of such First Lien Credit Facility does not exceed $120,000,000;

(h) such First Lien Credit Facility has been pre-approved by Buyer in its sole discretion prior to the applicable Purchase Date; and

(i) such First Lien Credit Facility, upon purchase by Buyer in accordance with the terms of this Agreement, satisfies the representations and warranties set forth in Exhibit VI or, if not satisfied, Buyer has accepted said exception as reflected in the completed Confirmation delivered by the Buyer to the applicable Seller.

It is acknowledged and agreed that participation interests or syndicated interests in any Loan of which an Eligible Loan or Purchased Loan is a part may be held by Affiliates of Sellers, provided such other interests held by Affiliates of Sellers are non-controlling interests in such underlying Loan. For purposes of the foregoing sentence, a participation interest or syndicated interest in a Loan held by an Affiliate of Sellers shall be “non-controlling” if, in the aggregate, such interest together with any other participation interests or syndicated interests in such Loan held by Affiliates of Sellers constitute less than a fifty percent (50%) interest in the aggregate principal amount of such Loan.

“ Environmental Complaint ” means any complaint, order, demand, citation or notice threatened or issued in writing to any Underlying Obligor by a Governmental Authority with

regard to air emissions, water discharges, releases, or disposal of any Hazardous Substance, noise emissions or any other environmental, health or safety matter affecting any Underlying Obligor or any Mortgaged Property .

“ EU Bail-In Legislation Schedule ” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“ Environmental Law ” means any and all Requirements of Law relating to pollution, safety or the protection of human health, natural resources (including any protected species) or the environment (air, groundwater, surface water, drinking water, land or soil, surface or subsurface strata or medium, natural resources or other environmental media, including any cultural, archeological or paleontological resources) or the use or release into the environment of any Hazardous Substances, including the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. Sections 9601 et seq .), the Resource Conservation and Recovery Act (42 U.S.C. Sections 6901 et seq .), the Clean Air Act (42 U.S.C. Sections 7401 et seq .), the Rivers and Harbors Act of 1899 (33 U.S.C. § 403), Title 14 Code of Federal Regulations, Federal Aviation Administration Regulations (Navigation Hazards) Part 77 (14 C.F.R. Part 77), Safe Drinking Water Act (42 U.S.C. Section 300f et seq. ), National Environmental Policy Act (42 U.S.C. Sections 4321 et seq .), Oil Pollution Act of 1990 (33 U.S.C. Section 2701 et seq. ) , Pollution Prevention Act of 1990 (42 U.S.C. Section 13101 et seq. ), Endangered Species Act (16 U.S.C. Sections 1531 et seq. ), Migratory Bird Treaty Act (16 U.S.C. Sections 701 et seq. ), Bald and Golden Eagle Protection Act (16 U.S.C. Sections 668 et seq .), Emergency Planning and Community Right-to-Know Act of 1986 (42 U.S.C. Sections 1101 et seq. ), the Clean Water Act (33 U.S.C. Sections 1251 et seq .), the Hazardous Materials Transportation Act (49 U.S.C. Sections 1801 et seq .), and the Toxic Substances Control Act (15 U.S.C. Sections 2601 et seq .), and the regulations promulgated pursuant to any of the foregoing and similar or applicable state and local statutes and regulations, all as may be amended from time to time.

“ Environmental Liability ” means any written notice, claim, administrative, regulatory, or judicial action, suit, judgment, demand, order or settlement by any Person alleging or asserting liability under any Environmental Law, including for investigatory costs, costs of response, removal, remediation or cleanup, governmental response costs, damages to the environment or natural resources, personal injuries due to exposure to Hazardous Substance, or any other cost or expense whatsoever, including reasonable attorneys’ fees and disbursements or fines or penalties arising out of, based on or resulting from (a) the presence, use, release or threatened release into the environment of, or exposure to, any Hazardous Substance or (b) any violation of any Environmental Law or any Governmental Approval required under any Environmental Law or the imposition of any Environmental Lien.

“ Environmental Lien ” means a lien in favor of any Governmental Authority: (a) under any Environmental Law; or (b) for any liability or damages arising from, or costs incurred by, any Governmental Authority in response to the release or threatened release of any Hazardous Substance.

“ Equity Interests ” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership

or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

“ ERISA ” means the Employee Retirement Income Security Act of 1974.

“ ERISA Affiliate ” means any trade or business (whether or not incorporated) under common control with any Seller or Guarantor within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

“ ERISA Event ” means: (a) a Reportable Event with respect to a Pension Plan; (b) the failure by any Seller or any ERISA Affiliate to meet all applicable requirements under the Pension Funding Rules or the filing of an application for the waiver of the minimum funding standards under the Pension Funding Rules; (c) the incurrence by any Seller or any ERISA Affiliate of any liability under Section 4063 or 4064 of ERISA due to the termination of a Pension Plan or a cessation of operations with respect to a Pension Plan which is treated as a withdrawal under Section 4062(e) of ERISA; (d) a complete or partial withdrawal (within the meaning of Section 4203 and 4205 of ERISA) by any Borrower or any ERISA Affiliate from a Multiemployer Plan or receipt of notification that a Multiemployer Plan is “insolvent” (within the meaning of Section 4245 of ERISA); (e) the filing of a notice of intent to terminate a Pension Plan or Multiemployer Plan under, or the treatment of a Pension Plan or Multiemployer Plan amendment as a termination under, Section 4041 of ERISA; (f) the institution by the PBGC of proceedings to terminate a Pension Plan or Multiemployer Plan; (g) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; (h) the determination that any Pension Plan is in “at-risk status” (within the meaning of Section 430 of the Code or Section 303 of ERISA) or that a Multiemployer Plan is in “endangered status”, “seriously endangered” or “critical status” (within the meaning of Section 432 of the Code or Section 305 of ERISA); (i) the imposition or incurrence of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Seller or any ERISA Affiliate; (j) the imposition of any liability on any Seller or any ERISA Affiliate pursuant to Section 4069 of ERISA by reason of Section 4212(c) of ERISA; (k) the imposition of a Lien upon any Seller pursuant to Section 436(f) or Section 430(k) of the Code or Section 303(k) of ERISA; or (l) the making of an amendment to a Pension Plan that could result in the posting of bond or security under Section 436(f)(1) of the Code.

“ Euro ” means the single currency of the European Union.

“ Exchange Act ” means the Securities Exchange Act of 1934.

“ Excluded Taxes ” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes,

in each case (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office, or, in the case of any Buyer, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Buyer, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Buyer with respect to an applicable interest in the Transactions pursuant to a law in effect on the date on which such Buyer (i) acquires such interest under this Agreement (other than pursuant to an assignment request by Seller under Section 28(g) ) or (ii) changes its lending office, except in each case to the extent that, pursuant to Section 28 , amounts with respect to such Taxes were payable either to such Buyer’s assignor immediately before such Buyer became a party hereto or to such Buyer immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 28(a)(v) and (d) any withholding Taxes imposed under FATCA.

“ Extended Facility Expiration Date ” has the meaning specified in Section 3(i) of this Agreement.

“ Event of Default ” has the meaning specified in Section 14 of this Agreement.

“ Facility ” means the facility evidenced by and the Transactions contemplated under the Transaction Documents.

“ Facility Amount ” means an amount up to $500,000,000 including the Multicurrency Sublimit and the LC Sublimit.

“ Facility Conditions Precedent ” has the meaning specified in Section 3(c) of this Agreement.

“ Facility Expiration Date ” means the Initial Facility Expiration Date or any later date to which the Facility Expiration Date may be extended in accordance with Section 3(i) of this Agreement, or the Accelerated Repurchase Date if Buyer exercises its rights under Section 15(i) of this Agreement. The Facility Expiration Date is subject to one (1) twelve (12) month extension pursuant to the provisions of Section 3(i) .

“ Facility Fee ” has the meaning set forth in the Fee Letter.

“ Facility Obligations ” means each Seller’s obligations owed to Buyer under the Transaction Documents, including without limitation such Seller’s obligations to pay the Repurchase Prices and other amounts from time to time due and owing to Buyer under the Transaction Documents.

“ FATCA ” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.

“ FDIA ” has the meaning specified in Section 27(c) of this Agreement.

“ FDICIA ” has the meaning specified in Section 27(d) of this Agreement.

“ Fee Letter ” means that certain letter agreement dated as of the date hereof between Sellers and Buyer, as the same may be amended, modified and/or restated from time to time.

“ Filings ” has the meaning specified in Section 7(c) of this Agreement.

“ First Lien Credit Facility ” has the meaning specified in the definition of “Eligible Loan”.

“ Foreign Buyer ” means a Buyer that is not a U.S. Person.

“ Funding Account ” means an account held at MUFG Bank, Ltd. and designated by the applicable Seller in the Confirmation or Subsequent Purchase Request, as applicable.

“ GAAP ” means United States generally accepted accounting principles consistently applied as in effect from time to time.

“ General Assignment ” means a general assignment, executed in blank by a Seller, assigning and transferring all of the applicable Seller’s rights and interests under a Purchased Loan and the related Loan Documents, which assignment shall be substantially in the form of assignment as may be required under the related Loan Documents and acceptable to Buyer or such other form acceptable to Buyer, in each case, in its reasonable discretion.

“ Governmental Authority ” means the government of the United States of America, or any other nation or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank, or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government, including, for the avoidance of doubt, any supra-national body exercising such powers or functions, such as the European Union or the European Central Bank.

“ Guarantor ” means Starwood Property Trust, Inc. and any other Person who now or hereafter executes a joinder to a Guaranty to support the obligations of Sellers under this Agreement and the other Transaction Documents.

“ Guaranty ” means the Payment Guaranty, dated as of the date hereof, from Guarantor to Buyer, as the same may be amended, modified and/or restated from time to time.

“ Hazardous Substance ” any hazardous or toxic substances, chemicals, materials or wastes defined, listed, classified or regulated as such in or under any Environmental Law, including: (a) any petroleum or petroleum products (including gasoline, crude oil or any fraction thereof), flammable explosives, radioactive materials, asbestos in any form that is or could become friable, urea formaldehyde foam insulation and polychlorinated biphenyls; (b) any chemicals, wastes, materials or substances defined as or included in the definition of “hazardous substances”, “hazardous wastes”, “hazardous materials”, “extremely hazardous wastes”, “restricted hazardous wastes”, “toxic substances”, “toxic pollutants”, “contaminants” or “pollutants”, or words of similar import, under any applicable Environmental Law; and (c) any other chemical, waste, pollutant, contaminant, material or substance, import, storage, transport, use or disposal of, or exposure to or release or threatened release of which is prohibited, limited or otherwise regulated under any

Environmental Law or with respect to which liability or standards of conduct are imposed under any Environmental Law in relation to the protection of human health and the environment.

“ Hedging Transactions ” means, with respect to any or all of the Purchased Loans, as applicable, any interest rate swap, foreign exchange swap, cap or collar agreement or similar arrangements providing for protection against fluctuations in interest rates or foreign exchange rates, either generally or under specific contingencies, entered into by an Underlying Obligor in connection with one or more Purchased Loans or by any Seller in the ordinary course of its business.

“ Income ” means, with respect to any Purchased Loan at any time, the sum of the following amounts received by any Seller thereon: (x) any principal and interest payments, or other distributions thereon, including, without limitation, amounts received by any Seller in connection with the sale of any portion of the related Mortgaged Property (y) all payments and other receipts on account of associated Hedging Transactions and (z) all net sale proceeds received by any Seller or any Affiliate of such Seller in connection with a sale of such Purchased Loan but solely to the extent of the related Repurchase Price for such Purchased Loan; in each case, excluding (i) amounts that, pursuant to the related Loan Documents, are held in reserves or escrows as additional collateral for the obligations of the Underlying Obligor unless and until such reserves and escrows are applied to such obligations in accordance with such Loan Documents and (ii) any fees and expenses payable to any Servicer that is not an Affiliate of Seller, which fees and expenses are netted by such Servicer out of collections pursuant to any Servicing Agreement.

“ Indemnified Amounts ” has the meaning specified in Section 23 of this Agreement.

“ Indemnified Parties ” has the meaning specified in Section 23 of this Agreement.

“ Indemnified Taxes ” means: (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Seller and Guarantor under any Transaction Document; and (b) to the extent not otherwise described in clause (a), Other Taxes.

“ Independent Manager ” means an individual who has at least three (3) years’ prior experience as an independent director, independent manager or independent member and who is either (i) provided by CT Corporation, Corporation Service Company, Citadel SPV, MaplesFS, Global Securitization Services LLC, Puglisi & Associates, National Registered Agents, Inc., Wilmington Trust Company, Stewart Management Company, Lord Securities Corporation or, if none of those companies is then providing professional Independent Managers, another nationally-recognized company regularly engaged in the business of providing Independent Managers reasonably approved by Buyer, in each case that is not an Affiliate of any Seller Party and that provides professional Independent Managers and other corporate services in the ordinary course of its business or (ii) approved by Buyer, who is duly appointed as a manager or member of the board of directors (or managers) of the relevant entity who shall not have been, at the time of such appointment or at any time while serving as a director or manager of the relevant entity and may not have been at any time in the preceding five (5) years,

(a) a member, partner, equity holder, manager, director, officer or employee of any Seller Party, any of their respective equity holders or Affiliates (other than (a) as an independent director or independent manager of any Seller Party and (b) as an independent director or independent manager of an Affiliate of any Seller Party or any of their respective single-purpose entity equity holders that is not in the direct chain of ownership of any Seller Party and that is required by a creditor to be a single purpose bankruptcy remote entity, provided that such independent director or independent manager is employed by a company that routinely provides professional independent directors or independent managers);

(b) a creditor, supplier or service provider (including provider of professional services) to any Seller Party, any single-purpose entity equity holder, or any of their respective equity holders or Affiliates (other than a nationally-recognized company that routinely provides professional independent directors or independent managers and other corporate services to Seller, any other Seller Party or any of their respective equity holders or Affiliates in the ordinary course of business);

(c) a family member of any such member, partner, equity holder, manager, director, officer, employee, creditor, supplier or service provider; or

(d) a Person that controls (whether directly, indirectly or otherwise) any Person described in any of the preceding clauses (a) or (b) ; provided, however, that a natural Person who otherwise satisfies the preceding definition other than clause (a) by reason of being the independent director or independent manager of a “special purpose entity” affiliated with any Seller Party shall not be disqualified from serving as an independent director or independent manager of any Seller Party provided that the fees that such individual earns from serving as independent directors or independent managers of Affiliates of any Seller Party in any given year constitute in the aggregate less than 5% of such individual’s annual income for that year.

“ Initial Advance ” means the Advance first made in connection with a Purchased Loan by a Seller or Originator to or for the benefit of an Underlying Obligor.

“ Initial Facility Expiration Date ” means February 6, 2020.

“ Initial Purchase Date ” means the Business Day upon which the Buyer and a Seller first enter into a Transaction with respect to a Purchased Loan.

“ Initial Purchase Price ” means, with respect to any Purchased Loan, the Purchase Price paid by Buyer for such Purchased Loan on the Initial Purchase Date related to such Purchased Loan as reflected in the related Confirmation and determined by (a) in the case of a Purchased Loan without an associated Letter of Credit, multiplying (x) the Advance Rate by (y) the lower of (i) the Market Value and (ii) the Outstanding Principal Balance of such Purchased Loan; and (b) in the case of a Purchased Loan with an associated Letter of Credit, the amount described in clause (a), as adjusted in accordance with Schedule 1 hereto.

“ Intercompany Debt ” means any Debt of any Seller, Guarantor or an Affiliate of a Seller or Guarantor payable to or held by such Seller, Guarantor or an Affiliate of such Seller or Guarantor, or any manager, officer or director of any such parties.

“ Investment ” means with respect to any Person, any loan (other than any Purchased Loan or Eligible Loan intended to be subject to a Transaction hereunder), advance (other than commission, travel and similar advances to officers and employees made in the ordinary course of business), extension of credit (other than accounts receivable arising in the ordinary course of business on terms customary in the trade) or contribution of capital by such Person; stocks, bonds, mutual funds, partnership interests, notes, debentures or other securities (including warrants or options to purchase securities) owned by such Person; any deposit accounts and certificate of deposit owned by such Person; and structured notes, derivative financial instruments or contracts owned by such Person.

“ Issued LC ” means a Letter of Credit issued by Buyer relating to a Purchased Loan with an associated Letter of Credit.

“ Knowledge ” shall mean, as of any date of determination, the then-current actual (as distinguished from imputed or constructive) knowledge of Cary Carpenter, Andrew J. Sossen, Rina Paniry, Denise Persau Tait, Kathy McGowan, Diane Li and Peter Tom (or, if following the Closing Date any such individual ceases to be an officer of or in the employ of any Seller and/or Guarantor in a capacity comparable to the capacity occupied by such individual on the Closing Date, then Seller shall promptly designate another individual reasonably acceptable to Buyer Agent for purposes of satisfying this definition). It is acknowledged that none of the foregoing named individuals shall have any personal liability or obligation under this Agreement or any of the Transaction Documents.

“ LC Amount ” has the meaning set forth in Section 4(a) of this Agreement.

“ LC Request ” means a letter in substantially the form of Exhibit XIII.

“ LC Sublimit ” means $100,000,000.

“ Letter of Credit ” means any letter of credit issued by Buyer at the request of a Seller to the beneficiary thereunder, pursuant to Section 4(a) and in form and substance reasonably acceptable to Buyer.

“LIBO Rate” shall mean with respect to each Pricing Rate Period, pertaining to a Transaction, a rate per annum determined in accordance with the following formula (rounded upward to the nearest 1/100th of 1%):

LIBOR

1 – Reserve Requirement

“ LIBOR ” means for any Pricing Rate Period, an annual rate equal to the greater of (a) zero percent (0.0%) and (b) (i) with respect to Transactions denominated in US Dollars, Euro or

Sterling, the per annum rate for deposits in US Dollars, Euro or Sterling, as applicable, for the Applicable Maturity quoted by Buyer from Reuters Screen LIBOR01 Page or any successor thereto, which shall be the London Interbank Offering Rate for deposits in the applicable Permitted Currency for the Applicable Maturity in effect as of 11:00 a.m., London time, on the Pricing Rate Determination Date, such rate rounded up to the nearest one-thousandth (1/1000) percent and, such rate to be reset every 30, 60, 90 or 180 days (as applicable) based on the Applicable Maturity Date for the Transaction on the Pricing Rate Determination Date or (ii) with respect to Transactions denominated in CA Dollars, the per annum rate for deposits in CA Dollars equal to the average of the yield rates per annum (calculated on the basis of a year of 365 days) applicable to Canadian Dollar bankers’ acceptances for the Applicable Maturity as such average is displayed and identified as such on the “CDOR Page” (or any display substituted therefor) of Reuters Monitor Money Rates Service at approximately 10:00 a.m. (Toronto time) on the Pricing Rate Determination Date, such rate rounded up to the nearest one-thousandth (1/1000) percent and, such rate to be reset every 30, 60, 90 or 180 days (as applicable) based on the Applicable Maturity Date for the Transaction on the Pricing Rate Determination Date; provided , however , if those rates do not appear on the CDOR Page, then the CDOR Rate on the Pricing Rate Determination Date shall be the discount rate (expressed as a rate per annum on the basis of a year of 365 days) applicable to those Canadian Dollar bankers’ acceptances in a comparable amount to the applicable Purchased Loans quoted by the Buyer as of 10:00 a.m. (Toronto time) on the Pricing Rate Determination Date. If the initial advance of funds by Buyer for a Purchased Loan occurs on a day other than the Pricing Rate Determination Date, the initial applicable LIBOR shall be the LIBOR for the Applicable Maturity rate in effect two (2) Business Days prior to the date of such initial advance, which rate shall be in effect until the next Pricing Rate Determination Date. In the case of any Pricing Rate Period which is an interval of an integral number of weeks other than two weeks or 30, 60, 90 or 180 days (each such period, an “ Impacted Pricing Rate Period ”), the applicable LIBOR shall be the rate per annum determined by the Buyer (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (i) LIBOR for the longest period (for which LIBOR is available in the applicable Permitted Currency) that is shorter than the applicable Impacted Pricing Rate Period and (b) LIBOR for the shortest period (for which LIBOR is available for the applicable Permitted Currency) that exceeds such Impacted Pricing Rate Period, in each case, at such time.

“ LIBOR Transaction ” shall mean any Transaction with respect to which the Pricing Rate is determined with reference to the LIBO Rate.

“ Lien ” means any mortgage, lien, pledge, charge, hypothecation, charge, security interest or similar encumbrance.

“ Loan ” means a senior secured loan, or controlling or non-controlling participation or syndicated interest in a senior secured loan, to an Underlying Obligor and all collateral securing such loan.

“ Loan Agreement ” means, with respect to a Purchased Loan, the agreement between the applicable Seller (whether directly or by way of assignment and whether or not through syndication) and the Underlying Obligor reflecting the terms upon which such Seller made the Loan to the Underlying Obligor.

“ Loan Documents ” means, with respect to each Eligible Loan to be sold to Buyer, the Loan Agreement, credit agreement, indenture, participation agreement or other agreement pursuant to which a Loan has been issued or created and any notes, the Mortgage or any other security agreements, pledge agreements, deeds of trust, intercreditor agreements and guarantees with respect thereto, any indemnities, and any other documents and agreements evidencing and/or securing such Eligible Loan, as each may be amended, modified and/or restated from time to time.

“ Loan File ” means all applicable Loan Documents, together with any additional documents and information required to be delivered to Buyer Agent or its designee pursuant to this Agreement.

“ Loan File Checklist ” means an electronic copy of a checklist delivered or made available by or on behalf of a Seller to Buyer or Buyer Agent, for each Purchased Loan, of all applicable Loan Documents.

“ Margin Call ” has the meaning specified in Section 5(a) of this Agreement.

“ Margin Deficit ” means, with respect to a Purchased Loan as of any date of determination, the amount, if any, by which (a) the product of (x) the Maximum Advance Rate multiplied by (y) the Market Value of such Purchased Loan is less than (b) the outstanding Repurchase Price (exclusive of Other Price Components) of such Purchased Loan as of such date of determination.

“ Margin Excess ” with respect to a Purchased Loan means, as of any date of determination, the amount, if any, by which (a) the product of (x) the Maximum Advance Rate multiplied by (y) the Market Value of such Purchased Loan as of such date of determination exceeds (b) the outstanding Repurchase Price (exclusive of Other Price Components) of such Purchased Loan as of such date of determination.

“ Margin Notice Deadline ” means 10:00 a.m.

“ Market Events ” means, collectively, any disruption in the project finance loan market, capital markets, credit markets or any other event that results in the increase or decrease of spreads or similar benchmarks including, without limitation, treasuries, interest rate swaps, LIBO Rate or the Prime Rate.

“ Market Value ” means, with respect to any Purchased Loan as of any relevant date, the price at which such Purchased Loan may be sold in an arm’s length transaction to a third party as determined by the Buyer Agent in its sole good faith discretion; provided that the Market Value of a Purchased Loan may not exceed par; and provided , further that the Market Value of a Purchased Loan that is subject to a Purchased Loan Credit Event under clauses (b), (e), (g) or (i) of the definition thereof may in Buyer’s sole good faith discretion be designated as zero. The Buyer Agent shall determine the Market Value of any Purchased Loan (x) on the date such Purchased Loan first becomes subject to a Transaction under this Agreement and (y) upon the occurrence of a Purchased Loan Credit Event with respect to such Purchased Loan.

“ Material Adverse Effect ” means any event, development or circumstance that has a material adverse effect on or material adverse change in or to (a) the property, assets, business, operations, financial condition or credit quality of any Seller or Guarantor, (b) the ability of any

Seller or Guarantor to timely perform its obligations under the Transaction Documents to which it is a party, (c) the validity, legality, binding effect or enforceability of any Transaction Document or Lien granted hereunder, (d) the rights and remedies of Buyer under any Transaction Document, or (e) the perfection or priority of any Lien granted under any Transaction Document.

“ Material Default ” means the occurrence of any of the events described in clauses (ii), (vii), (ix) and (xiii) of Section 14 which, with the giving of notice or lapse of time, or both, would constitute an Event of Default.

“ Material Purchased Loan Modification ” means any amendment or waiver of, or modification or supplement with respect to, an underlying Loan Document executed or effected on or after the Purchase Date for such Purchased Loan (or, in the case of clause (d) below, a change to any other indebtedness of the Underlying Obligor, as applicable) which:

(a) reduces or forgives any or all of the principal amount due under such Purchased Loan;

(b) extends or delays the stated maturity date for such Purchased Loan (except for any extension of the maturity date pursuant to the exercise of any extension option under the applicable underlying Loan Documents existing on the Purchase Date for such Purchased Loan; provided , however , that if the applicable Seller has the right to consent to any such extension option, it will need to obtain the prior written consent of Buyer before exercising such right);

(c) waives one or more interest payments, permits any interest due in cash to be deferred or capitalized and added to the principal amount of such Purchased Loan or reduces the amount of interest due;

(d) permits the Underlying Obligor thereof to incur any additional indebtedness which was not in place as of the Purchase Date which is senior to or pari passu with such Purchased Loan (except as permitted under the applicable underlying Loan Documents existing on the Purchase Date for such Purchased Loan and not requiring the consent of the applicable Seller);

(e) substitutes, alters or releases the collateral securing such Purchased Loan and any such substitution, alteration or release materially and adversely affects the value of such Purchased Loan (except as permitted under the applicable underlying Loan Documents existing on the Purchase Date for such Purchased Loan); or

(f) (i) changes the meaning of the terms “Default”, “Inchoate Default” or “Event of Default” under any Loan Document or other terms under any Loan Document having the same or similar meaning or usage as any such enumerated defined term customarily has in U.S. project finance credit agreements, or otherwise waives any event of default under any Loan Document;

(ii) changes the meaning of the terms “Acceptable Credit Support”, “Acceptable Guarantor” or “Acceptable Letter of Credit” under any Loan Document or other terms under any Loan Document having the same or similar

meaning or usage as any such enumerated defined term customarily has in U.S. project finance credit agreements;

(iii) changes the meaning of the terms “Distribution Conditions” or “Debt Service Coverage Ratio” under any Loan Document or other terms under any Loan Document having the same or similar meaning or usage as any such enumerated defined term customarily has in U.S. project finance credit agreements;

(iv) changes the meaning of the terms “Change of Control” under any Loan Document or other terms under any Loan Document having the same or similar meaning or usage as any such enumerated defined term customarily has in U.S. project finance credit agreements; or

(v) changes the meaning of the terms “Required Lenders”, “Requisite Lenders”, “Majority Lenders” or “Super Majority Lenders” under any Loan Document or other terms under any Loan Document having the same or similar meaning or usage as any such enumerated defined term customarily has in U.S. project finance credit agreements;

in each case other than such changes or waivers that are of a formal, minor or technical nature and do not change materially any Person’s rights or obligations thereunder and otherwise in a manner that could reasonably be expected to be materially adverse to the Buyer or the value of such Purchased Loan.

“ Maximum Advance Rate ” shall mean, with respect to any Transaction, 82.5%.

“ Maximum Purchase Price ” shall mean, with respect to any Transaction, the product of (i) the Market Value of the related Purchased Loan and (ii) the Maximum Advance Rate for such Transaction.

“ Money Markets ” means one or two wholesale funding markets available to and selected by Buyer, including negotiable certificates of deposit, commercial paper, Eurodollar deposits, bank notes, federal funds, interest rate swaps or others.

“ Moody’s ” means Moody’s Investors Service, Inc., or any successor to the rating agency business thereof.

“ Mortgage ” means a mortgage, deed of trust, deed to secure debt or other instrument, creating a valid and enforceable first priority lien on or a first priority ownership interest in an estate in fee simple in real property or ground leasehold interest and the improvements thereon, securing a mortgage note or similar evidence of indebtedness.

“ Mortgaged Property ” means the real property or properties securing repayment of the debt evidenced by a Loan Agreement.

“ Multicurrency Sublimit ” means the equivalent of $100,000,000 in Permitted Currencies other than US Dollars.

“ Multiemployer Plan ” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which any Seller, Guarantor or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding six plan years, has made or been obligated to make contributions.

“ Multiple Employer Plan ” means any employee benefit plan that has two or more contributing sponsors (including any Seller, Guarantor or any ERISA Affiliate) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.

“ OFAC ” means the United States Treasure Department Office of Foreign Assets Control, and any successor thereto.

“ Originator ” means the entity that has originated a Purchased Loan.

“ Other Connection Taxes ” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Transaction Document, or sold or assigned an interest herein or in any Transaction).

“ Other Price Components ” has the meaning set forth in the definition of Repurchase Price.

“ Other Taxes ” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Transaction Document, except any such Taxes that are imposed with respect to an assignment (other than any assignment made pursuant to Section 28(g) or made at any Seller’s request).

“ Outstanding Principal Balance ” means, with respect to any Purchased Loan, on any date of determination, the then outstanding amount of principal owed by the Underlying Obligor to the lender on such Purchased Loan pursuant to the Loan Documents that is subject to a Transaction hereunder, which amount will include, in the case of any Purchased Loan associated with a Letter of Credit that has been drawn, the amount of the reimbursement obligation of the related Underlying Obligor under such Letter of Credit in accordance with Section 4(e) hereof.

“ Participant ” has the meaning specified in Section 19(e) of this Agreement.

“ Participant Register ” has the meaning specified in Section 19(e) of this Agreement.

“ PATRIOT Act ” means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).

“ Payment Direction Letter ” has the meaning specified in Section 25(e) of this Agreement.

“ PBGC ” means the Pension Benefit Guaranty Corporation.

“ Pension Plan ” means any employee pension benefit plan (including a Multiple Employer Plan or a Multiemployer Plan) that is maintained or is contributed to by any Seller, Guarantor or any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code.

“ Permitted Currencies ” means US Dollars, CA Dollars, Euro and Sterling.

“ Permitted Purchased Loan Modification ” means any modification or amendment of a Purchased Loan or other action with respect to any Purchased Loan (including waivers and releases) that is not a Material Purchased Loan Modification.

“ Person ” means an individual, corporation, limited liability company, business trust, partnership, joint tenant or tenant-in-common, trust, unincorporated organization, or other entity, or a federal, state or local government or any agency or political subdivision thereof.

“ Plan ” means any Pension Plan established or maintained for employees of any Seller, Guarantor or any ERISA Affiliate, or any such Pension Plan to which any Seller, Guarantor or any ERISA Affiliate is required to contribute on behalf of any of its employees.

“ Plan Assets Regulation ” means 29 C.F.R. §2510.3-101, et seq., as modified in operation by Section 3(42) of ERISA.

“ Plan Assets ” means “ plan assets ” within the meaning of the Plan Assets Regulation or otherwise.

“ Pledge Agreement ” means the Pledge Agreement, dated as of the Closing Date, among the Pledgors, Buyer and Buyer Agent, as the same may be amended, modified and/or restated from time to time.

“ Pledgors ” means, collectively, SPT Infrastructure Finance, LLC, a Delaware limited liability company, SPT Infrastructure Finance Domestic TRS, LLC, a Delaware limited liability company, and SPT Infrastructure Finance Offshore TRS, LTD., a Cayman Islands exempted company.

“ Price Differential ” means, as of any date of determination, with respect to (a) any Transaction (other than a Transaction described in clauses (b) or (c) of this definition) the aggregate amount obtained by daily application of the applicable Pricing Rate for such Transaction to the Repurchase Price (excluding Other Price Components) of the Purchased Loan for such Transaction on a 360-day-per-year basis for the actual number of days during the period commencing on (and including) the Purchase Date for such Transaction and ending on (but excluding) the date of determination, (b) any Transaction in respect of which the related Purchased Loan is associated with a Committed LC, an amount equal to the sum (without duplication) of (i) the amount calculated in accordance with clause (a) above with respect to the Purchased Loan and (ii) an amount obtained by daily application of (A) the Commitment Fee Rate to (B) an amount equal to the product of (x) the face amount of such Committed LC and (y) the Maximum Advance Rate for the related Purchased Loan on a 360-day-per-year basis for the actual number of days during the period commencing on (and including) the Purchase Date for such Transaction and ending on (but excluding) the date of determination with respect to the related Committed LC, and

(c) any Transaction in respect of which the related Purchased Loan is associated with an Issued LC, an amount equal to the sum (without duplication) of (i) the amount calculated in accordance with clause (a) above with respect to the Purchased Loan and (ii) an amount obtained by daily application of (A) the Applicable Margin for the related Purchased Loan to (B) an amount equal to the product of (x) the face amount of such Issued LC and (y) the Maximum Advance Rate for the related Purchased Loan on a 360-day-per-year basis for the actual number of days during the period commencing on (and including) the Purchase Date for such Transaction and ending on (but excluding) the date of determination with respect to the related Issued LC, in each case under the foregoing clauses (a), (b) and (c), as the Price Differential so determined is reduced by any amount of Price Differential previously paid by the applicable Seller to Buyer with respect to such Transaction.

“ Price Differential Remittance Date ” means, with respect to any Transaction, a Remittance Date in respect of which an Underlying Remittance Date for the related Purchased Loan has occurred during the immediately preceding Collection Period.

“ Pricing Rate ” means, for any Pricing Rate Period with respect to any Transaction, an annual rate equal to (a) with respect to a LIBOR Transaction, the sum of (i) the LIBO Rate for such Pricing Rate Period plus (ii) the relevant Applicable Margin for such Transaction, (b) with respect to an Alternative Rate Transaction, the sum of (i) the Alternative Index for such Pricing Rate Period plus (ii) the Alternative Spread for such Transaction and (c) with respect to a Base Rate Transaction, the sum of (i) the Base Rate for such Pricing Rate Period plus (ii) the relevant Applicable Margin for such Transaction.

“ Pricing Rate Determination Date ” means (a) in the case of the first Pricing Rate Period with respect to any Transaction, the second (2 nd ) Business Day preceding the first day of such Pricing Rate Period and (b) with respect to any subsequent Pricing Rate Period, the second (2 nd ) Business Day preceding the first day of the Pricing Rate Period.

“ Pricing Rate Period ” means, (a) in the case of the first Pricing Rate Period with respect to any Transaction, the period commencing on and including the Purchase Date for such Transaction to and excluding the immediately succeeding Remittance Date, and (b) in the case of any subsequent Pricing Rate Period, the period commencing on and including each Remittance Date to and excluding the immediately succeeding Remittance Date; provided , however , that in no event shall any Pricing Rate Period end subsequent to the Repurchase Date.

“ Prime Rate ” has the meaning set forth in Section 28(c) of this Agreement.

“ Principal Payment ” means, with respect to any Purchased Loan, any payment or prepayment of principal or any proceeds of redemption received by the Depository or Buyer in respect thereof.

“ Prohibited Transferee ” means any of the entities listed on Annex II.

“ Purchase Agreement ” has the meaning assigned to such term in Section 10(b)(xxiv).

“ Purchase Date ” means the date of each Transaction entered into hereunder with respect to any Purchased Loan, either the Initial Purchase Date or a Subsequent Purchase Date, as the context requires.

“ Purchase Price ” means, with respect to (i) any Purchased Loan with one or more associated Subsequent Purchases, the sum of (x) the Initial Purchase Price therefor and (y) the aggregate of the Subsequent Purchase Prices and (ii) any other Purchased Loan, the Initial Purchase Price.

“ Purchased Loan ” means (i) with respect to any Transaction, the specified interest in the related Eligible Loan (including the Servicing Rights thereto) sold by any Seller to Buyer in such Transaction set forth in the related Confirmation, including any acquisitions of additional interests in such Loan on Subsequent Purchase Dates and (ii) with respect to the Transactions in general, the specified Eligible Loans (including the Servicing Rights thereto) sold by any Seller to Buyer set forth in all related Confirmations, including any acquisitions in all Eligible Loans on Subsequent Purchase Dates (in each case under the foregoing clauses (i) and (ii), other than Purchased Loans that have been repurchased by such Seller).

“ Purchased Loan Credit Event ” shall mean the occurrence of any of the following events with respect to any Purchased Loan, as determined by Buyer Agent in its sole good faith discretion:

(a) the Purchased Loans fail to satisfy the Concentration Limits at any time;

(b) an Act of Insolvency occurs with respect to the Underlying Obligor under such Purchased Loan;

(c) (i) if the Underlying Obligor under such Purchased Loan is rated by S&P or Moody’s (or both), such Underlying Obligor is subject to a downgrade of its credit rating by two or more notches by S&P and/or Moody’s, as applicable, from the credit rating of such Underlying Obligor as of the Purchase Date of such Purchased Loan or (ii) if the Underlying Obligor under such Purchased Loan is not rated by S&P or Moody’s, the Buyer Agent’s internal credit rating of such Underlying Obligor is downgraded by two or more notches from the internal credit rating of such Underlying Obligor as of the Purchase Date of such Purchased Loan, as determined by the Buyer Agent in its reasonable discretion and supported by documentation delivered to the applicable Seller; provided , that , if Buyer’s Agent or its Affiliate is a lender of record or repurchase facility buyer with respect to any Loan related to any Purchased Loan, Buyer’s Agent shall not assign a different internal credit rating to such Purchased Loan than Buyer’s Agent or its Affiliate (A) maintains with respect to its interest in the related Loan on its own books or (B) assigns to any interest in such Loan held by any similarly situated customer under a similar repurchase or credit facility; and provided , further , that , Buyer’s Agent shall give Sellers notice within five (5) Business Days after Buyer Agent’s internal credit rating of any Underlying Obligor is downgraded by one notch from the internal credit rating of such Underlying Obligor as of the Purchase Date of such Purchased Loan

(d) (i) in the event such Purchased Loan has financial covenant(s) in the underlying Loan Documents, any breach of the financial covenant(s) by the related

Underlying Obligor in respect of such Purchased Loan (after giving effect to any applicable grace or cure period thereunder, but in no event more than seven (7) days); or (ii) if such Purchased Loan does not have financial covenant, a DSCR of less than 1.1x;

(e) an Underlying Obligor payment default occurs under such Purchased Loan that continues and has not been cured after the expiration of any grace period applicable thereto under the related underlying Loan Documents;

(f) the related Underlying Obligor under such Purchased Loan fails to deliver to the applicable Seller any financial reporting information (i) as required by the underlying Loan Documents of such Purchased Loan (after giving effect to any applicable grace or cure period thereunder); and (ii) Buyer reasonably believes that such failure is indicative of a material deterioration in the financial condition or creditworthiness of such Underlying Obligor;

(g) the related Underlying Obligor under such Purchased Loan commences formal restructuring or workout negotiations with its creditors (as evidenced by one or more written term sheets with such creditors), agrees to or completes a debt-for-equity swap or formally engages a restructuring advisor;

(h) such Purchased Loan is trading at a price lower than 85% of par for a period of 30 consecutive days or more, other than as a result of any Market Event, provided that the determination of Market Value by the Buyer Agent due to a Purchased Loan Credit Event under this clause (h) will take into account the number and size of trades and whether such trades are indicative of a deterioration in the financial condition or creditworthiness of the related Underlying Obligor;

(i) such Purchased Loan has been classified as “doubtful” or “loss” (or any equivalent classifications and, in each case, with such terms defined as disclosed to the Guarantor by the Buyer Agent prior to the Closing Date subject to any changes thereto by the applicable regulator) by any applicable regulator or the Buyer Agent, in each case, after consultation with the Guarantor; provided , that , if Buyer’s Agent or its Affiliate is a lender of record or repurchase facility buyer with respect to the Loan related to any Purchased Loan, Buyer’s Agent shall not classify such Purchased Loan as “doubtful” or “loss” as “doubtful” or “loss” (or any equivalent classifications) unless Buyer’s Agent or its Affiliate has given the same classification to (A) its interest in the related Loan on its own books and (B) any interests in such Loan held by similarly situated customers under similar repurchase or credit facilities; or

(j) a Purchased Loan MAC occurs; provided that, in no event shall a Purchased Loan Credit Event occur solely as a result of the occurrence of any Market Event.

“ Purchased Loan MAC ” means, with respect to any Purchased Loan, as determined by Buyer Agent in its sole good faith discretion, a change that materially and adversely affects the value or cash flows of the Purchased Loan, including due to a casualty or condemnation at the Mortgaged Property, or any Underlying Obligor of such Purchased Loan.

“ Purchased Loan Schedule ” means a schedule of Purchased Loans attached to each Custodial Delivery.

“ Ramp-Up Period ” means the period commencing on the initial Purchase Date and ending on the six-month anniversary thereof.

“ Recipient ” means the Buyer Agent or any Buyer.

“ Remittance Date ” means the tenth (10 th ) calendar day of each month, or the next succeeding Business Day, if such calendar day shall not be a Business Day.

“ Reportable Event ” means any of the events set forth in Section 4043(c) of ERISA.

“ Repurchase Date ” means, with respect to each Purchased Loan, the earliest of:

(a) the Facility Expiration Date;

(b) the Accelerated Repurchase Date;

(c) the Business Day on which the applicable Seller is to repurchase such Purchased Loan as specified by such Seller and agreed to by Buyer in the related Confirmation or such Business Day that such Seller elects to repurchase such Purchased Loan pursuant to the terms of this Agreement; or

(d) the date of maturity or repayment in full of the Purchased Loan.

“ Repurchase Price ” means, with respect to any Purchased Loan as of any date, the price at which such Purchased Loan is to be transferred from Buyer to the applicable Seller upon termination of the related Transaction; such price will be determined in each case as the sum of (a) the Purchase Price of such Purchased Loan as of such date, less any amounts paid by such Seller to Buyer, or Income received by Buyer from the Depository pursuant to Section 6 hereof, on or prior to the date of such determination on account of the Repurchase Price for such Purchased Loan (other than amounts applied to the components of the Repurchase Price set forth in the following clauses (b) and (c) of this definition (the “ Other Price Components ”)), (b) the accrued and unpaid Price Differential with respect to such Purchased Loan as of the date of such determination, and (c) all other amounts due and owing to Buyer and Buyer Agent as of such date of determination under this Agreement and the other Transaction Documents; provided that in the case of a Purchased Loan with an associated Letter of Credit, in the event that (i) in the case of a Committed LC, such Committed LC expires or otherwise terminates without issuance of a letter of credit or (ii) in the case of an Issued LC, such Issued LC is returned to Buyer without having being drawn, the amount that was included in the Purchase Price of the related Purchased Loan on account of such Letter of Credit will be deemed to have been received by Buyer on the date of such expiration or return.

“ Requirement of Law ” means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof,

and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“ Reserve Requirement ” shall mean, with respect to any Pricing Rate Period, the aggregate (without duplication) of the rates (expressed as a decimal fraction) of reserve requirements in effect during such Pricing Rate Period (including, without limitation, basic, supplemental, marginal and emergency reserves under any regulations of the Board of Governors of the Federal Reserve System or other Governmental Authority having jurisdiction with respect thereto) dealing with reserve requirements prescribed for Eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of such Board of Governors) maintained by Buyer.

“ Sanctioned Country ” means, at any time, any country or territory which is itself the subject or target of any comprehensive Sanctions.

Sanctioned Person ” means, at any time, (a) any Person or group listed in any Sanctions-related list of designated Persons maintained by OFAC or the U.S. Department of State, the United Nations Security Council, the European Union or any EU member state, (b) any Person or group operating, organized or resident in a Sanctioned Country, (c) any agency, political subdivision or instrumentality of the government of a Sanctioned Country, or (d) any Person 50% or more owned, directly or indirectly, or where relevant under applicable Sanctions, controlled by any such Person or Persons or acting for or on behalf of any such Person or Persons.

“ S&P ” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., or any successor to the rating agency business thereof.

“ Sanctions ” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by OFAC or the U.S. Department of State or (b) the United Nations Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom.

“ Secondary Market Transaction ” has the meaning specified in Section 9(a) of this Agreement.

“ Seller ” and “ Sellers ” has the meaning assigned such terms in the preamble to this Agreement.

“ Seller Constitutional Document ” means with respect to each Seller, the Limited Liability Company Agreement, Memorandum and Articles of Association or other applicable organizational documents of such Seller as in effect on the date hereof, and as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms thereof and this Agreement.

“ Seller Parties ” means Sellers, Pledgors and Guarantor.

“ Sellers Allocation Statement ” has the meaning specified in Section 27(e) of this Agreement.

“ Servicer ” means Starwood Property Trust, Inc. or any Affiliate thereof and any successor or other servicer of the Purchased Loans which may be appointed in accordance with this Agreement.

“ Servicing Agreement ” means any servicing agreement to which Buyer, Sellers and any Servicer may be parties providing for the servicing of one or more of the Purchased Loans.

“ Servicing Records ” has the meaning specified in Section 25(b) of this Agreement.

“ Servicing Rights ” means, with respect to any Purchased Loan, any and all of the following: (a) any and all rights to service the Purchased Loan; (b) any payments to or monies received by the applicable Seller or any other Person for servicing the Purchased Loan; (c) any late fees, penalties or similar payments as compensation with respect to the Purchased Loan; (d) all agreements or documents creating, defining or evidencing any such servicing rights to the extent they relate to such servicing rights and all rights of such Seller or Originator (individually or as servicer) thereunder; and (e) all accounts and other rights to payment related to the Purchased Loans.

“ Special-Purpose Entity ” means a Person, other than an individual, that is formed or organized solely for the purpose of originating, acquiring and holding, selling and repurchasing, directly and subject to this Agreement, the Purchased Loans and entering into related Hedging Transactions; does not engage in any business unrelated to the Purchased Loans and the financing and sale thereof; does not have any assets other than the Purchased Loans, the Cash Management Account, the Funding Account, cash and its interest under the related Loan Documents, Hedging Transactions and Transaction Documents and other assets or personal property incidental thereto, or any indebtedness other than as permitted by this Agreement. If the foregoing entity is a limited partnership or limited liability company, (i) its partnership agreement or limited liability company agreement (as applicable) shall provide that upon the withdrawal or dissolution of the last remaining general partner or member, the partnership or limited liability company will not be dissolved and shall be continued by the personal representative of such member or general partner who shall agree to be, or appoint a substitute member within ninety (90) days after the occurrence of the event that terminated the last remaining member or general partner, and (ii) the partnership agreement or limited liability company agreement (as applicable) shall provide that the dissolution and winding up or bankruptcy or insolvency filing of such partnership or limited liability company shall require the unanimous consent of all partners or members (including the affirmative vote of each independent director).

“ Specified Securities Contract ” means any “securities contract” as defined in Section 741(7) of the Bankruptcy Code entered into for the purpose of financing commercial real estate mortgage loans or interests therein in a manner similar to this Agreement.

“ Sterling ” means the lawful currency of the United Kingdom

“ Subsequent Advance ” means each additional Advance made by any Seller to an Underlying Obligor after the Initial Advance in accordance with the terms of the related Loan Agreement.

“ Subsequent Purchase ” has the meaning specified in Section 3(k) .

“ Subsequent Purchase Date ” means, with respect to any Transaction, each Business Day after the Initial Purchase Date upon which Buyer and the applicable Seller enter into a Subsequent Purchase.

“ Subsequent Purchase Price ” means, with respect to any Purchased Loan, the purchase price paid by Buyer to the applicable Seller in connection with a Subsequent Purchase pursuant to Section 3(k) , which shall be equal to the amount of the related Subsequent Advance multiplied by the Advance Rate. The plural of such term shall refer to the sum of all Dollars paid by Buyer to such Seller in connection with all Subsequent Purchases effected with respect to such Purchased Loan as provided in Section 3(k).

“ Subsequent Purchase Request ” means the form executed by a Seller and delivered to Buyer in connection with a Subsequent Purchase, a form of which is attached hereto as Exhibit VII .

“ Taxes ” means all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“ Title Policy ” has the meaning specified in paragraph 6 of Exhibit VI .

“ Transaction ” has the meaning designated in the introductory paragraph of this Agreement and which for avoidance of doubt, which shall be comprised of an Initial Purchase and any Subsequent Purchases related to a Purchased Loan.

“ Transaction Conditions Precedent ” has the meaning specified in Section 3(d) of this Agreement.

“ Transaction Documents ” means, collectively, this Agreement, including the Annexes, Exhibits and Schedules to this Agreement (as reflected in, the Table of Contents), the Fee Letter, the Guaranty, the Pledge Agreement, the Deposit Account Control Agreement, all Confirmations executed pursuant to this Agreement in connection with specific Transactions, and any other document or agreement, now or in the future, executed by each Seller for the benefit of Buyer in connection with this Agreement.

“ Transaction Request ” has the meaning set forth in Section 3(a) of this Agreement.

“ UCC ” has the meaning specified in Section 7(c) of this Agreement.

“ Underlying Obligor ” means, individually and collectively, as the context may require, (i) each borrower or maker or obligor under a Purchased Loan and (ii) any other Person who has assumed or guaranteed the obligations of such borrower, maker or obligor under the Loan Documents relating to a Purchased Loan.

“ Underlying Remittance Date ” means, in respect of any Purchased Loan, any date on which any payment in respect of interest (including, without limitation, in connection with any repayment in whole or in part of such Purchased Loan by the related Underlying Obligor) in respect of such Purchased Loan becomes due or is paid.

“ Underwriting Fee ” has the meaning set forth in the Fee Letter.

“ US Dollars ” and “ $ ” mean the lawful currency of the United States of America.

“ U.S. Person ” means a “United States Person” as defined in Section 7701(a)(30) of the Code.

“ U.S. Tax Compliance Certificate ” has the meaning specified in Section 28(a)(v)(b)(B)(c) of this Agreement.

“ Write-Down and Conversion Powers ” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

(b) Rules of Interpretation . The following rules apply unless the context requires otherwise.

(i) The singular includes the plural and conversely.

(ii) A gender includes all genders.

(iii) A reference to a party to this Agreement or another agreement or document includes the party’s permitted successors, substitutes or assigns.

(iv) Where a word or phrase is defined, its other grammatical forms have a corresponding meaning.

(v) A reference to an Article, Section, subsection, paragraph, subparagraph, clause, Annex, Schedule, Appendix, Attachment, Rider or Exhibit is, unless otherwise specified, a reference to an Article, Section, subsection, paragraph, subparagraph or clause of, or Annex, Schedule, Appendix, Attachment, Rider or Exhibit to, this Agreement, all of which are hereby incorporated herein by this reference and made a part hereof.

(vi) A reference to an agreement or document is to the agreement or document as amended, modified, novated, supplemented or replaced in accordance with the terms thereof, except to the extent prohibited by any Transaction Document.

(vii) A reference to legislation or to a provision of legislation includes a modification, codification, replacement, amendment or re-enactment of it, a legislative provision substituted for it and a rule, regulation or statutory instrument issued under it.

(viii) A reference to writing includes a facsimile or electronic transmission and any means of reproducing words in a tangible and permanently visible form.

(ix) A reference to conduct includes an omission, statement or undertaking, whether or not in writing.

(x) A Default or Event of Default exists until it has been cured or waived in writing by the Buyer.

(xi) The words “hereof,” “herein,” “hereunder” and other similar compounds of the word “here” refer to this Agreement as a whole and not to any particular provision of this Agreement, unless the context clearly requires or the language provides otherwise.

(xii) The word “including” is not limiting and means “including without limitation.”

(xiii) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” and the word “through” means “to and including.”

(xiv) The words “will” and “shall” have the same meaning and effect.

(xv) The term “document” is used in its broadest sense and encompasses agreements, certificates, opinions, consents, instruments and other written material of every kind, including information recorded on a computer disk.

(xvi) The term “any” as a modifier to any noun, shall be construed to mean “any and/or all” preceding the same noun in the plural, and the use of the word "or" has the inclusive meaning represented by the phrase “and/or.”

(xvii) A reference to day or days without further qualification means calendar days.

(xviii) A reference to any time means New York time unless otherwise indicated.

(xix) This Agreement may use several different limitations, tests or measurements to regulate the same or similar matters. All such limitations, tests and measurements are cumulative and shall each be performed in accordance with their respective terms.

(xx) All capitalized terms used herein, but not defined herein, that are defined in Articles 8 and 9 of the UCC, are used herein as defined in such Articles 8 and 9.

(xxi) “Indorse” and correlative terms used in the Uniform Commercial Code may be spelled with an initial “e” instead of “i”.

(xxii) Whenever a Person is required to provide any document to the Buyer under the Transaction Documents, the relevant document shall be provided in writing, including, printed form or, unless the Buyer requests otherwise, in the form of a PDF attachment to electronic mail. At the request of either party receiving a document, the document shall be provided in electronic format or both printed and electronic format.

(xxiii) Except where otherwise expressly stated, either party may give or withhold, or give conditionally, approvals and consents, and may form opinions and make

determinations, in its sole and absolute discretion. Notwithstanding the foregoing, in any instance in which the Agreement requires the consent or approval of Buyer to an action or request of an Underlying Obligor, Buyer’s consent or approval shall be subject to the same standard, if any, that is imposed on “lender” under the Loan Documents.

(xxiv) A reference to “good faith” means good faith as defined in §1-201(19) of the UCC. Any requirement of good faith, reasonableness, discretion or judgment by the Buyer shall not be construed to require the Buyer to request or await receipt of information or documentation not immediately available from or with respect to any Seller or any other Person or the Purchased Loans themselves.

(xxv) The Buyer may waive, relax or strictly enforce any applicable deadline at any time and to such extent as the Buyer shall elect, and no waiver or relaxation of any deadline shall be applicable to any other instance or application of that deadline or any other deadline, and no such waiver or relaxation, no matter how often made or given, shall be evidence of or establish a custom or course of dealing different from the express provisions and requirements of this Agreement.

(xxvi) This Agreement and the other Transaction Documents are the result of negotiations between the Persons party hereto and thereto, have been reviewed by counsel to Sellers and counsel to the Buyer and each Guarantor, and are the product of all Persons party hereto and thereto, each of which is sophisticated and knowledgeable in business matters. No rule of construction shall apply to disadvantage one Person party hereto on the ground that such Person proposed or was involved in the preparation of any particular provision of the Transaction Documents or the Transaction Documents themselves.

(c) Accounting Principles . Unless the context otherwise clearly requires, all accounting terms not expressly defined herein shall be construed in accordance with GAAP, and all accounting determinations, financial computations and financial statements required hereunder shall be made, in accordance with GAAP, as in effect from time to time, on a consistent basis, without duplication of amounts, and on a consolidated basis with all subsidiaries.

(d) Headings . All headings appearing in this Agreement and article and section headings in the Transaction Documents are for convenience of reference only and shall be disregarded in construing this Agreement and the other Transaction Documents.

(e) Other Documents . This Agreement shall be deemed a supplement to the other Transaction Documents and shall not be construed as a modification thereto. In the event of any conflict between the provisions of this Agreement and those of any other Transaction Document, the provisions of this Agreement shall control.

3. INITIATION; CONFIRMATION; TERMINATION; FEES

(a) Subject to the terms and conditions set forth in this Agreement (including 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 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, 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 the initial Transaction with respect to any Eligible Loan that such Seller proposes to sell to Buyer under this Agreement. Upon Buyer’s receipt of the Transaction Request and initial Due Diligence Package, Buyer shall endeavor to within twenty (20) Business Days and following receipt of internal credit approval, either (i) notify such Seller of the Repurchase Price, the Initial Purchase Price and the Market Value for the Eligible Loan or (ii) deny such Seller’s request for a Transaction, in Buyer’s sole and absolute discretion. Buyer’s failure to respond to such Seller within twenty (20) Business Days shall be deemed to be a denial of such Seller’s request for a Transaction, unless 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) 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 Volcker Rule ( §619 (12 U.S.C. § 1851) of the Dodd-Frank Wall 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 Knowledge, all of 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 Purchased Loan, Seller 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 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;

(vi) (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;

(xii) (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 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 thereof will be reflected in the related Confirmation. The applicable Seller shall certify in the Confirmation that all Transaction Conditions Precedent to the related Transaction as specified in this Section 3(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 such Transaction against transfer to such Seller or 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 Early Repurchase Date. In the event of any such revocation of a notice delivered under this Section 3(g) or if the Early Repurchase Date is any Business Day other than a Remittance Date, such Seller shall pay all of Buyer’s reasonable and documented out-of-pocket third party costs and expenses and shall indemnify and hold harmless Buyer from any breakage costs which Buyer may sustain or incur (excluding for the avoidance of doubt, the loss of any anticipated profits), in each case, as a consequence of the making of such repurchase on a day other than a Remittance Date. A certificate as to any amounts payable pursuant to this Section 3(g) submitted to the applicable Seller by the Buyer shall be conclusive in the absence of manifest error.

(h) On the Repurchase Date or the Early Repurchase Date, as applicable, for each Purchased Loan (or in connection with repayment in full of a Purchased Loan by the related Underlying Obligor), termination of the related Transactions will be effected by transfer to the applicable Seller or its agent of the Purchased Loan relating to such Transaction and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, such Seller pursuant to Section 6 of this Agreement) against the simultaneous transfer of the Repurchase Price with respect to such Transaction to an account of Buyer. So long as no Event of Default has occurred and is continuing, upon receipt of the Repurchase Price for such Purchased Loan, Buyer shall transfer to such Seller such Purchased Loan whereupon the Transaction with respect to such Purchased Loan shall terminate. Upon receipt of the Repurchase Price for such Purchased Loan in the Cash Management Account (or in such other account specified in writing by Buyer), Buyer shall be deemed to have simultaneously released its security interest in such Purchased Loan and that portion of the Collateral specifically related to such Purchased Loan (and not applicable to other Purchased Loans) and shall release to such Seller the Loan Documents for such Purchased Loan and, to the extent any UCC financing statement filed against such Seller specifically identifies such Purchased Loan, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Loan from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to such Seller, to the extent that good title was transferred and assigned by such Seller to Buyer hereunder on the related Purchase Date(s), that Buyer is the sole owner of such Purchased Loan, free and clear of any other interests or liens caused, directly or indirectly, by Buyer’s actions or inactions.

(i) The Initial Facility Expiration Date shall automatically be extended for an additional one (1) year term (the “ Extension ”) ending on February 6, 2021 (the “ Extended Facility Expiration Date ”), subject to the following conditions precedent: (a) Seller has not delivered to Buyer Agent written notice that Seller does not wish to exercise its right to the Extension at least thirty (30) days prior the Initial Facility Expiration Date; and (b) no Event of Default or uncured Margin Deficit has occurred and is continuing as of the Initial Facility Expiration Date.

(j) The Repurchase Price of any Purchased Loan can be repaid in part or in whole and redrawn up to the Maximum Purchase Price for any Purchased Loan (or a Seller may draw less than the full Maximum Purchase Price as of the Purchase Date for a Purchased Loan and draw up to the

full Maximum Purchase Price for such Purchased Loan thereafter, in each instance without fee or penalty including, without limitation, without payment of any Commitment Fee). A Seller shall provide written notification at least three (3) Business Days prior to any voluntary prepayment (i.e. other than a repayment by the Underlying Obligor) and shall endeavor to provide written notification at least three (3) Business Days prior to any involuntary prepayment (i.e. repayment by the Underlying Obligor). Prepayments in connection with any voluntary prepayments shall be made directly to the Cash Management Account. A Seller shall provide written notification of at least three (3) Business Days in respect of any redraw of an Advance under a Transaction hereunder.

In connection with a prepayment in full of any Purchased Loan by any Underlying Obligor, the applicable Seller shall cause the administrative agent or servicer for the related Loan to remit the related prepayment due to Seller directly to the Cash Management Account ( provided that Buyer’s interest in such Purchased Loan shall not be released until such payment is made to the Cash Management Account). Upon such remittance, Buyer shall, without any further action being necessary, release the related Collateral from the lien of this Agreement and execute and deliver such documents, if any, as may be necessary to effect the release of such Collateral from the lien created under this Agreement. Amounts received pursuant to this Section 3(j) shall be applied in accordance with Section 6(d) or (e) , as applicable.

(k) In the event that the Loan Documents for any Purchased Loan require the applicable Seller to fund future Advances to the Underlying Obligor (including additional Advances for construction or improvement of the related project or under a revolving First Lien Credit Facility), such Seller may submit a Subsequent Purchase Request to Buyer in the form attached hereto as Exhibit VII , and Buyer shall deposit Dollars in the Funding Account in an amount equal to the Subsequent Purchase Price within three (3) Business Days of satisfaction or waiver (in writing) of the following additional conditions precedent, in addition to the Transaction Conditions Precedent (each, a “ Subsequent Purchase ”):

(i) no Default, Event of Default or uncured Margin Deficit under this Agreement shall have occurred and be continuing as of the Subsequent Purchase Date or would result from such Subsequent Purchase;

(ii) the representations and warranties made by each Seller in any of the Transaction Documents shall be true and correct in all material respects as of the Subsequent Purchase Date 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 for such Purchased Loan (and any additional exceptions disclosed in writing to Buyer Agent prior to any Subsequent Purchase Date and approved by Buyer, which approval shall be evidenced by Buyer’s funding of the related Subsequent Purchase Price on such Purchase Date);

(iii) all the conditions to such future Advance under the related Loan Documents have been satisfied in all material respects (or waived by the administrative agent or required lenders (provided that such required lenders do not include any Seller or any

Affiliates of Sellers) under the Loan Documents for the applicable Purchased Loan to the extent that such Seller is required to fund such future Advance thereunder); and

(iv) such Seller shall have paid to Buyer all reasonable, documented out-of-pocket third party costs and expenses, if any, incurred by Buyer, including reasonable attorney’s fees, in connection with the related Subsequent Advance.

Notwithstanding the obligations of Buyer to make Subsequent Purchases pursuant to this Section 3(k) , it is acknowledged and agreed that Buyer shall not be bound by or liable under the Loan Documents to make any future advances for any Purchased Loan to the Underlying Obligor unless and until Buyer shall exercise its rights under Section 15 hereof

4. LETTERS OF CREDIT

(a) Subject to the terms and conditions hereof and the satisfaction of the applicable conditions set forth in Sections 3(c) and (d) , Buyer shall issue or cause the issuance of Letters of Credit on behalf of any Seller (and, if applicable, on behalf of or for the account of, an Underlying Obligor or an Affiliate thereof) in favor of the applicable Underlying Obligor (or such beneficiaries as such Underlying Obligor may elect) under a Purchased Loan with an associated Letter of Credit; provided, however, that Buyer will not be required to issue or cause to be issued any Letters of Credit to the extent that after giving effect thereto:

(i) the sum of the (x) the product of (1) the aggregate face amount of all outstanding Committed LC’s multiplied by (2) the Advance Rate and (y) the aggregate face amount of all outstanding Issued LC’s (such sum, the “ LC Amount ”) would exceed the LC Sublimit at such time; or

(ii) the aggregate Repurchase Price outstanding for all Transactions plus the LC Amount would exceed the Facility Amount at such time.

(b) A Seller may request Buyer to (i) issue a Letter of Credit or (ii) commit to issue a Letter of Credit pursuant to a Committed LC, in each case, by delivering to Buyer (with a copy to Buyer Agent) no later than 11:00 a.m. three (3) Business Days before the requested date of issuance of a Letter of Credit or agreement to a Committed LC, an LC Request completed to the satisfaction of Buyer and specifying the date of issuance or agreement to a Committed LC (which shall be a Business Day), the date on which such Letter of Credit or Committed LC is to expire (which shall comply with clause (d) of this Section 4 ), the amount of such Letter of Credit or Committed LC, the currency in which such Letter of Credit or Committed LC is to be denominated (which shall be a Permitted Currency); and such other certificates, documents and other papers and information as Buyer may reasonably request; provided that no such LC Request shall be required in respect of an automatic extension of the expiry date of any Letter of Credit pursuant to the terms and conditions of such Letter of Credit. Buyer’s commitment to issue a Letter of Credit pursuant to a Committed LC, and the terms for such commitment and Letter of Credit shall be set in the Confirmation for such Transaction.

(c) Each Letter of Credit shall expire or be terminated at or prior to the close of business on the earliest of (i) the date twelve months after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof (including automatic extensions of such Letter

of Credit contemplated by clause (d) of this Section 4 ), twelve months after the then-current expiration date of such Letter of Credit), (ii) within three (3) Business Days after written notice from Seller to Buyer requesting termination of such Letter of Credit and (iii) five (5) Business Days prior to the earlier of (x) the Repurchase Date in respect of the related Purchased Loan and (y) the Facility Expiration Date. Each Committed LC shall expire or be terminated at or prior to the close of business on the earliest of (i) the date of the issuance of such Letter of Credit with respect to all or a portion of the commitment under such Committed LC, (ii) within three (3) Business Days after written notice from Seller to Buyer requesting termination of such Committed LC and (iii) five (5) Business Days prior to the earlier of (x) the Repurchase Date in respect of the related Purchased Loan and (y) the Facility Expiration Date.

(d) Subject to a final expiration date as specified in clause (c) of t his Section 4 , each Letter of Credit may provide for the automatic extension of the expiry date thereof unless the Buyer gives notice in accordance with the Letter of Credit that such expiry date shall not be extended, and Buyer shall give such notice to the applicable Seller not more than sixty (60) days, but not less than forty-five (45) days, prior to the current expiry date of such Letter of Credit.

(e) On the Purchase Date of any Purchased Loan associated with a Letter of Credit, the applicable Seller shall sell and assign to Buyer the reimbursement obligations of the applicable Underlying Obligor under such Letter of Credit. Upon a request for a drawing under such Letter of Credit by the applicable Underlying Obligor or a beneficiary thereof and the disbursement of an advance under such Letter of Credit by Buyer to or on behalf of such Underlying Obligor, the Outstanding Principal Balance of such Purchased Loan shall be increased by an amount equal to such reimbursement obligation from the related Underlying Obligor.

(f) Each Seller agrees to be bound by the terms of each LC Request delivered by it and by Buyer’s interpretation of any Letter of Credit issued by Buyer and by Buyer’s written regulations and customary practices relating to letters of credit, though Buyer’s interpretation of such regulations and practices may be different from such Seller’s own. In the event of a conflict between the Letter of Credit documents and this Agreement with respect to the respective rights and obligations of Seller and Buyer, this Agreement shall govern.

(g) Neither Buyer nor Buyer Agent shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit by Buyer or any payment or failure to make any payment thereunder, or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of Buyer or any error, negligence and/or mistakes, whether of omission or commission, in following any Seller’s instructions or those contained in the Letters of Credit or any modifications, amendments or supplements thereto; provided that, none of the foregoing shall be construed to excuse Buyer from liability to any Seller to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by each Seller to the extent permitted by applicable law) suffered by such Seller that are caused by Buyer’s gross negligence or willful misconduct as determined in a non-appealable judgment by a court of competent jurisdiction when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. In furtherance of the foregoing, the parties hereto expressly

agree that, in the absence of gross negligence or willful misconduct as determined in a non-appealable judgment by a court of competent jurisdiction on the part of Buyer: (i) in determining whether to honor any request for a drawing under any Letter of Credit by the beneficiary thereof, Buyer shall be responsible only to determine that the documents and certificates required to be delivered under such Letter of Credit have been delivered and that they comply on their face with the requirements of such Letter of Credit and that any other drawing condition appearing on the face of such letter of Credit has been satisfied in the manner so set forth and (ii) Buyer shall have the right, in its sole discretion, to decline to accept such documents and to decline to honor such request for a drawing.

5. MARGIN MAINTENANCE

(a) If at any time the aggregate Margin Deficit in respect of all Purchased Loans subject to Transactions (net of the aggregate Margin Excess applicable to all Purchased Loans subject to Transactions) exceeds $500,000, Buyer may by notice to Sellers (a “ Margin Call ”) require Sellers to either (at the Sellers’ election): (i) transfer to Buyer cash, (ii) apply any Margin Excess or (iii) repurchase the Purchased Loan(s) giving rise to such Margin Deficit, or any combination of the foregoing, so that following such transfer, application or repurchase, a Margin Deficit no longer exists. Failure to cure any Margin Deficit as required by the preceding sentence prior to the expiration of the time period set forth in Section 5(b) below shall constitute an Event of Default and shall entitle Buyer to exercise its remedies under Section 15 of this Agreement (including the liquidation remedy provided for in Section 15(iv) of this Agreement.

(b) If any Margin Call is given by Buyer under Section 5(a) of this Agreement at or prior to the Margin Notice Deadline on any Business Day, the Sellers shall transfer Dollars, repurchase the applicable Purchased Loan(s) or otherwise cure such Margin Deficit as provided in Section 5(a) by no later than 5:00 p.m. on the date that is the second (2nd) Business Day following the Business Day on which the Margin Call is given. If any Margin Call is given by Buyer under Section 5(a) of this Agreement after the Margin Notice Deadline on any Business Day, the Sellers shall transfer Dollars, repurchase the applicable Purchased Loan(s) or otherwise cure such Margin Deficit as provided in Section 5(a) by no later than 9:30 a.m. on the date that is the third (3rd) Business Day following the Business Day on which the Margin Call is given. The failure of Buyer on any one or more occasions to exercise its rights under Section 5(a) of this Agreement shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer or Sellers to do so at a later date. Buyer and Sellers agree that any failure or delay by Buyer to exercise its rights under Section 5(a) of this Agreement shall not limit such party’s rights under this Agreement or otherwise existing by law or in any way create additional rights for such party.

(c) Any cash transferred to Buyer or any Margin Excess applied pursuant to Section 5(a) of this Agreement with respect to any Purchased Loan shall, in each case, be applied to reduce the Repurchase Price of the Purchased Loan giving rise to the Margin Deficit until it no longer exists.

(d) If any Event of Default occurs with respect to non-payment of any Price Differential, Repurchase Price or amount required to satisfy a Margin Call in respect of any Transaction or any fee or other amount payable by Sellers hereunder, whether at stated maturity, upon acceleration, by mandatory prepayment or otherwise, all such outstanding amounts shall bear

interest, after as well as before judgment, at a rate per annum equal to the Pricing Rate plus 2.00% (the “ Default Rate ”).

(e) If at any time the aggregate Margin Excess in respect of all Purchased Loans subject to Transactions exceeds $500,000, any Seller may by notice to Buyer (a “ Margin Excess Notice ”) require Buyer to transfer cash to Sellers in the amount of all or any portion of such Margin Excess in excess of such amount. If any Margin Excess Notice is given by a Seller at or prior to the Margin Notice Deadline on any Business Day, the Buyer shall (at the Buyer’s sole discretion) transfer Dollars to Sellers by no later than 5:00 p.m. on the date that is the second (2nd) Business Day following the Business Day on which the Margin Excess Notice is given. If any Margin Excess Notice is given by a Seller after the Margin Notice Deadline on any Business Day, the Buyer shall (at the Buyer’s sole discretion) transfer Dollars to Sellers by no later than 9:30 a.m. on the date that is the third (3rd) Business Day following the Business Day on which the Margin Excess Notice is given.

6. CASH MANAGEMENT ACCOUNT; PAYMENT DIRECTION; MONTHLY DISTRIBUTIONS

(a) The Cash Management Account shall be established at the Depository or its custodian concurrently with the execution and delivery of this Agreement by Sellers, Buyer and Buyer Agent. Buyer Agent shall have sole dominion and control (including “control” within the meaning of Section 9-104(a) of the UCC) over the Cash Management Account. Amounts on deposit in the Cash Management Account shall be remitted by the Depository in accordance with the applicable provisions of this Section 6 .

(b) All Income in respect of the Purchased Loans as well as any interest received from the reinvestment of such Income, shall be deposited directly into the Cash Management Account. If any administrative agent or servicer for a Loan forwards any Income due to Seller with respect to a Purchased Loan to the applicable Seller rather than directly to the Cash Management Account, such Seller shall (i) use commercially reasonable efforts to cause such administrative agent or servicer to forward any future payments directly to the Cash Management Account and (ii) promptly, but in any case within two (2) Business Days of receipt, deposit any such amounts into the Cash Management Account.

(c) On each Price Differential Remittance Date, each Seller shall pay to Buyer (to the extent not previously paid to Buyer (including pursuant to the waterfall provisions of this Section 6 ) an amount equal to the Price Differential which has accrued and is outstanding in respect of each applicable Transaction.

(d) So long as no Material Default (other than any Material Default that would be cured on such Remittance Date by application of Income in accordance with this Section 6(d) ) or Event of Default shall have occurred and be continuing, all Income received by the Depository in respect of the Purchased Loan during each Collection Period shall be applied by the Depository on the related Remittance Date in accordance with a report prepared by the Sellers and approved in writing by the Buyer (which approval may be by email) and delivered to the Depository, as follows:

(i) first , to remit to Buyer an amount equal to the Price Differential which has accrued and is outstanding in respect of all Transactions for which such Remittance Date is a Price Differential Remittance Date;

(ii) second , to remit to Buyer an amount equal to any and all fees, reasonable and documented out-of-pocket costs and expenses, including, but not limited to, reasonable attorneys’ fees and expenses and enforcement costs, due and owing by each Seller to Buyer or Buyer Agent (or any other Indemnified Party) under the Transaction Documents as of such Remittance Date;

(iii) third , to remit to Buyer (A) its proportionate share of any Principal Payment received with respect to a Purchased Loan, in an amount equal to the product of (x) the amount of such Principal Payment received and (y) the Advance Rate or (B) if such Principal Payment reduces the Underlying Obligor’s obligation under the related Loan Agreement to $0, the Repurchase Price of the related Purchased Loan;

(iv) fourth , if an aggregate Margin Deficit exists in respect of all Purchased Loans subject to Transactions (net of the aggregate Margin Excess applicable to all Purchased Loans subject to Transactions), to remit to Buyer an amount sufficient to eliminate such outstanding Margin Deficit (without limiting Sellers’ obligation, if any, to satisfy a Margin Call in a timely manner as required pursuant to Section 5 );

(v) fifth , to remit to Buyer to pay in full any other outstanding obligation of Sellers then due and payable to Buyer or its Affiliates under this Agreement; and

(vi) sixth , all remaining Income shall be remitted to Sellers.

Notwithstanding the above, to the extent a Principal Payment on a Purchased Loan in excess of $1,000,000 on any date is received in the Cash Management Account, the applicable Seller shall (following written approval of the Buyer, which may be by email) direct the Depository to distribute such amount on the Business Day immediately succeeding notice to Buyer from the applicable Seller of deposit in immediately available funds of such amount in the Cash Management Account, as follows:

(i) first, to remit to Buyer or Depository to pay in full any obligations of Sellers to Buyer, Buyer Agent or Depository under this Agreement or any other Transaction Document that are due and unpaid;

(ii) second , if an aggregate Margin Deficit exists or would, upon the occurrence of such Principal Payment, exist in respect of all Purchased Loans subject to Transactions (net of the aggregate Margin Excess applicable to all Purchased Loans subject to Transactions), to remit to Buyer an amount sufficient to eliminate such outstanding Margin Deficit (without limiting Sellers’ obligation to satisfy a Margin Call in a timely manner as required pursuant to Section 5 and without duplication of any amount paid under Section 6(d)(iv) above);

(iii) third , to remit to Buyer (A) its proportionate share of such Principal Payment, in an amount equal to the sum of (1) the product of (x) the amount of such

Principal Payment received and (y) the Advance Rate and (2) the amount of any accrued and unpaid Price Differential (without duplication of any amount paid under Section 6(d)(i) above) or (B) if such Principal Payment reduces the Underlying Obligor’s obligation under the related Loan Agreement to $0, the Repurchase Price for the related Purchased Loan; and.

(iv) fourth , all remaining amounts shall be remitted to Sellers.

(e) If a Material Default (other than any Material Default that would be cured on such Remittance Date by application of Income in accordance with Section 6(d) ) or Event of Default shall have occurred and be continuing, all Income received by the Depository in respect of the Purchased Loan shall be applied by the Depository on the Business Day next following the Business Day on which such funds are deposited in the Cash Management Account as follows (provided that Buyer may change the order and manner of any such application from time to time in Buyer’s sole and absolute discretion):

(i) first , to remit to Buyer an amount equal to the Price Differential that has accrued and is outstanding in respect of all of the Purchased Loans as of such Remittance Date;

(ii) second, to remit to Buyer an amount equal to any and all fees, reasonable and documented out-of-pocket costs and expenses, including, but not limited to, reasonable attorneys’ fees and expenses and enforcement costs, due and owing by Sellers to Buyer or Buyer Agent (or any other Indemnified Party) under the Transaction Documents as of such Remittance Date;

(iii) third, to remit to Depository an amount equal to the depository fees due and payable as of such Remittance Date;

(iv) fourth , to remit to Buyer an amount equal to the aggregate Repurchase Price of all Purchased Loans (to be applied in reduction of the aggregate Repurchase Price in such amounts, order and manner as determined by Buyer, until such Repurchase Price has been reduced to zero (0));

(v) fifth , to remit to Buyer or its Affiliates to pay in full any other outstanding obligation of Sellers to Buyer or its Affiliates under the Transaction Documents; and

(vi) sixth , to remit to Sellers the remainder.

(f) Buyer is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all amounts held by Buyer or any Affiliate of Buyer and any other obligations at any time owing by Buyer or an Affiliate of Buyer to or for the credit or the account of any Seller against any of or all the obligations of Sellers now or hereafter existing under this Agreement irrespective of whether or not Buyer shall have made any demand under this Agreement (and without prior notice to any Seller), whereupon such obligations owing by Buyer or its Affiliates to such Seller shall, to the extent (and only to the extent) of such set off actually made by Buyer, be discharged. The rights of Buyer under this Section 6(f) are in addition to other rights and remedies (including other rights of setoff) that Buyer may have.

(g) At the end of each Collection Period and prior to the Remittance Date for such Collection Period, Sellers shall provide (or shall cause Servicer to provide) to Buyer a statement and analysis of all Income for such period, indicating the Purchased Loans to which each element of Income relates and the amounts constituting interest on each Purchased Loan, Principal Payments on each Purchased Loan with respect to each Purchased Loan and other Income.

7. PRECAUTIONARY SECURITY INTEREST

(a) Except as provided in Section 27(e) (for U.S. federal, state and local income tax purposes), Buyer and Sellers intend that all Transactions hereunder be one or more sales or other absolute Conveyances to Buyer of the Purchased Loans and not a loan or loans from Buyer to any Seller secured by the Purchased Loan. However to protect and preserve Buyer’s rights with respect to the Purchased Loan, including any Conveyance thereof pursuant to the Loan Documents, in the event any such Transaction is deemed to be other than a sale or other absolute Conveyance, each Seller hereby pledges all of its right, title, and interest in, to and under and grants a first priority lien on, and security interest in and right of set-off against, all of the following property of such Seller and any and all interests of such Seller therein, whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, all of the Sellers’ property described in this Article 7 , together with the Cash Management Account, the “ Collateral ”) to Buyer to secure the payment and performance of all amounts or obligations owing to Buyer pursuant to this Agreement and the other Transaction Documents (including the obligation of such Seller to pay the Repurchase Price, or if the Transactions are recharacterized as loans, to repay such loans for the Repurchase Price):

(i) the Purchased Loans and the Loan Documents and the Loan File related thereto, including all files, documents, instruments, certificates, correspondence, appraisals, computer programs, computer storage media, accounting records and other books and records relating thereto, all Servicing Rights, all “securities accounts” (as defined in Section 8-501 (a) of the UCC) to which any or all of the Purchased Loan or any proceeds that are credited and all “securities entitlements” (as defined in Section 8-102(a)(17) of the UCC) therein;

(ii) any Servicing Agreements, Servicing Records, insurance relating to the Purchased Loans, the Cash Management Account and all “deposit accounts” (as defined in the UCC, including, collection and escrow accounts) and securities accounts relating to the Purchased Loans;

(iii) all of such Seller’s right, title and interest in, to and under the applicable Loan Documents;

(iv) all Hedging Transactions to which such Seller is a party and all agreements, instruments and other documents evidencing and/or securing all Hedging Transactions;

(v) all “general intangibles” (including “payment intangibles”), “accounts,” “chattel paper,” “investment property,” “documents” and “instruments” as defined in the UCC relating to or constituting any and all of the foregoing;

(vi) all “supporting obligations” and “letter of credit rights” as defined in the UCC relating to or constituting any and all of the foregoing; and

(vii) all replacements, substitutions or distributions on or proceeds, payments, Income and profits of, tort claims, insurance claims and other rights to payments, and records (but excluding any financial models or other proprietary information) and files relating to any and all of any of the foregoing.

(b) Each Seller hereby pledges all of its right, title, and interest in, to and under and grants a first priority lien on, and security interest in and right of set-off against, all of its right, title and interest, in, to and under the Cash Management Account, to Buyer Agent for the benefit of Buyer to secure the payment and performance of all amounts or obligations owing to Buyer pursuant to this Agreement, each of the Transactions and the other Transaction Documents (including the obligation of such Seller to pay the Repurchase Price, or if the Transactions are recharacterized as loans, to repay such loans for the Repurchase Price).

(c) Buyer Agent’s security interest in a Purchased Loan, or the Collateral as a whole, shall terminate only upon (i) in the case of an individual Purchased Loan, the repurchase or other release thereof in accordance with the terms of this Agreement and (ii) in the case of the Collateral as a whole, the repayment in full of all amounts payable to Buyer Agent and Buyer and termination of Sellers’ obligations under this Agreement and the documents delivered in connection herewith and therewith. For purposes of the grant of the security interest pursuant to this Article 7 , this Agreement shall be deemed to constitute a security agreement under the New York Uniform Commercial Code (the “ UCC ”) and the Uniform Commercial Code as in effect in any other applicable jurisdiction. In furtherance of the foregoing, (a) each Seller, at its sole cost and expense, shall cause to be filed in such locations as may be necessary to perfect and maintain perfection and priority of the security interest granted hereby, UCC financing statements and continuation statements (collectively, the “ Filings ”), and shall forward copies of such Filings to Buyer upon completion thereof, (b) each Seller shall from time to time take such further actions as may be reasonably requested by Buyer to maintain and continue the perfection and priority of the security interest granted hereby (including marking its records and files to evidence the interests granted to Buyer hereunder), it being agreed that such Seller shall pay any and all fees required in connection therewith, and (c) each Seller hereby authorizes Buyer, at such Seller’s cost and expense, to prepare and file any and all Filings, which such Filings may include a collateral description of “all assets of the debtor” or a similarly generic collateral description. In addition, each Seller hereby authorizes Buyer to make Filings, at the sole cost and expense of such Seller, in such locations as Buyer may determine to be necessary or advisable to perfect and maintain priority of the security interest granted hereby. Seller 3 shall register the details of the security interests granted under this Agreement and the Deposit Account Control Agreement in its register of mortgages and charges maintained at its registered office in the Cayman Islands.

(d) If any Event of Default occurs and is continuing, (a) Buyer shall have all of the rights and remedies provided to a secured party by Requirements of Law (including the rights and remedies of a secured party under the UCC and the right to set off any mutual debt and claim) and under any other agreement between Buyer and any Seller, (b) without limiting the generality of the foregoing, Buyer shall be entitled to set off the proceeds of the liquidation of the Purchased Loans against all of the Facility Obligations, without prejudice to Buyer’s right to recover any deficiency,

(d) the possession by Buyer or any of its agents of the Loan Documents, the Purchased Loans and such other items of property as constitute instruments, money, negotiable documents, securities or chattel paper shall be deemed to be possession by the secured party for purposes of perfecting such security interest under the UCC and Requirements of Law, and (e) notifications to Persons (other than Buyer) holding such property, and acknowledgments, receipts or confirmations from Persons (other than Buyer) holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents of the secured party for the purpose of perfecting such security interest under the UCC and Requirements of Law. The assignment, pledge and grant of security interest contained herein shall be, and each Seller hereby represents and warrants to Buyer that it is, a first priority perfected security interest. For the avoidance of doubt, (x) each Purchased Loan secures the Facility Obligations with respect to all other Transactions and all other Purchased Loans and (y) if an Event of Default exists, no Purchased Loans will be released from Buyer’s lien or transferred to any Seller until the Facility Obligations are indefeasibly paid in full (unless required by the terms of the Loan Documents). Notwithstanding the foregoing, the Facility Obligations shall be full recourse to Sellers.

(e) The grant of a security interest under this Article 7 shall not constitute or result in the creation or assumption by Buyer of any obligation of any Seller or any other Person in connection with any of the Purchased Loans, whether or not Buyer exercises any right with respect thereto. Each Seller shall remain liable under the applicable Purchased Loans and Loan Documents to perform all of such Seller’s duties and obligations thereunder to the same extent as if the Transaction Documents had not been executed.

8. PAYMENT, TRANSFER AND CUSTODY

(a) On the Initial Purchase Date for each Transaction, ownership of the related Purchased Loan shall be transferred to Buyer against Buyer’s simultaneous transfer of the Initial Purchase Price to the Funding Account, provided that the U.S. federal, state and local income tax characterization of the transfer shall be governed by Section 27(e). On each Subsequent Purchase Date, as part of the same Transaction that occurred on the Initial Purchase Date, Buyer will purchase the related increase in the Outstanding Principal Balance of such Purchased Loan resulting from the applicable Seller’s Subsequent Advance to or for the benefit of the related Underlying Obligor, subject to the terms and conditions of Section 3(k) .

(b) [Reserved].

(c) For each Purchased Loan, no later than 1:00 p.m. at least three (3) Business Days prior to the related Initial Purchase Date, the applicable Seller shall deliver or cause to be delivered to Buyer or its designee (i) the information contained on Appendix I to the Confirmation, (ii) a Loan File Checklist and (iii) a Custodial Delivery together with originals or copies of all documents in the Loan File pertaining to each of the Purchased Loans identified in the Custodial Delivery delivered therewith.

(d) From time to time, but in no event later than three (3) Business Days following execution, the applicable Seller shall forward to the Buyer additional originals or copies of additional documents evidencing any assumption, modification, amendment, consolidation, extension substitution or restatement of or waiver or consent with respect to a Purchased Loan

approved (if required) in accordance with the terms of this Agreement, and upon receipt of any such documents and such other documents, the Buyer shall hold such documents and such other documents as part of the related Loan File.

With respect to all of the Purchased Loans delivered by any Seller to Buyer or its designee, such Seller shall execute an omnibus power of attorney substantially in the form of Exhibit V attached hereto irrevocably appointing Buyer Agent its attorney-in-fact, which appointment is irrevocable and coupled with an interest, with full power following the occurrence and during the continuance of an Event of Default to take such steps as may be necessary or desirable to enforce Buyer Agent’s rights against such Purchased Loans and the related Loan Files and the Servicing Records and to create a first priority perfected security interest in favor of Buyer Agent for the benefit of Buyer, as secured party, therein. Any Loan Document constituting part of the Loan File not delivered to Buyer or its designee is and shall be held in trust by the applicable Seller or its designee for the benefit of Buyer as the owner thereof. Each Seller or its designee shall maintain a copy of the Loan File. Any originals of the Loan Documents that come into the possession of a Seller or any Affiliate shall be forwarded to Buyer or its designee as promptly as possible pursuant to a Custodial Delivery. The possession of a Loan File by any Seller or its designee shall be in trust for Buyer for the sole purpose of servicing the related Purchased Loan, and such retention and possession by such Seller or its designee is in a custodial capacity only. The books and records (including any computer records or tapes) of such Seller or its designee shall be marked appropriately to reflect clearly the sale of the related Purchased Loan to Buyer. Such Seller shall release its custody of the Loan File to any Person other than the Buyer only in accordance with written instructions from Buyer.

Unless an Event of Default shall have occurred and be continuing, subject to Article 25 , each Seller shall exercise all voting and corporate rights with respect to the Purchased Loans; provided , however , that Sellers shall be required to obtain Buyer’s prior written consent with respect to any vote or corporate right that constitutes a Material Purchased Loan Modification. Upon the occurrence and during the continuation of an Event of Default, Buyer shall be entitled to exercise all voting and corporate rights with respect to the Purchased Loans without regard to any Seller’s instructions.

9. SALE, TRANSFER, HYPOTHECATION OR PLEDGE OF PURCHASED LOANS

(a) Title to all Purchased Loans, including the Servicing Rights related thereto, shall pass to Buyer on the applicable Purchase Date ( provided that, for the avoidance of doubt, solely for U.S. federal, state and local income tax purposes, the beneficial ownership of the Purchased Loans shall be governed by Section 27(e)), and Buyer shall have free and unrestricted use of all Purchased Loans subject to the terms of this Agreement. Nothing in this Agreement or any other Transaction Document shall preclude Buyer from engaging in repurchase transactions with the Purchased Loans with Eligible Assignees, or otherwise selling, transferring, pledging, repledging, hypothecating, or rehypothecating the Purchased Loans (any of the foregoing, a “ Secondary Market Transaction ”) but no such transaction shall relieve Buyer of its obligations to transfer the Purchased Loans to the applicable Seller pursuant to Article 3 of this Agreement or of Buyer’s obligation to credit or pay Income to, or apply Income to the obligations of, such Seller pursuant to Article 6 hereof. Each Seller shall, at no additional expense to such Seller, cooperate reasonably with Buyer to facilitate any Secondary Market Transaction, which cooperation shall continue until the Sellers’ obligations

under this Agreement are indefeasibly repaid in full. Any Secondary Market Transaction shall not affect the aggregate Price Differential, Repurchase Date or other economic terms hereof and shall not materially increase or decrease the obligations and liabilities, or rights, of any Seller hereunder.

(b) Nothing contained in this Agreement or any other Transaction Document shall obligate Buyer to segregate any Purchased Loans delivered to Buyer by any Seller. Notwithstanding anything to the contrary in this Agreement or any other Transaction Document, no Purchased Loan shall remain in the custody of any Seller or any Affiliate of a Seller (other than temporary custody to the extent provided in this Agreement).

10. REPRESENTATIONS

(a) Each Seller represents and warrants to Buyer on the date hereof and on each Purchase Date that (i) it is duly authorized to execute and deliver this Agreement, to enter into Transactions contemplated hereunder and to perform its obligations hereunder and under the other Transaction Documents to which it is a party and has taken all necessary action to authorize such execution, delivery and performance, (ii) it will engage in such Transactions as principal (or, if agreed in writing, in the form of an annex, schedule or exhibit hereto or otherwise, in advance of any Transaction by the other party hereto, as agent for a disclosed principal), (iii) the person signing this Agreement on its behalf is duly authorized to do so on its behalf (or on behalf of any such disclosed principal), (iv) it has obtained all authorizations of any governmental body required in connection with this Agreement and the Transactions hereunder and such authorizations are in full force and effect, and (v) the execution, delivery and performance of this Agreement, the other Transaction Documents to which it is a party and the Transactions will not violate any law, ordinance or rule applicable to it or its formation, organizational and other governing documents or any agreement by which it is bound or by which any of its assets are affected.

(b) In addition to the representations and warranties appearing in subsection (a) above and elsewhere in this Agreement, each Seller represents and warrants to Buyer that as of each Purchase Date for any Purchased Loans by Buyer from such Seller and any Transaction thereunder and as of the date of this Agreement and, except as otherwise expressly provided below (and except with respect to any representation or warranty that applies as of a specific date), at all times while this Agreement and any Transaction thereunder is in full force and effect:

(i) Organization . Each Seller Party is duly formed or incorporated, validly existing and in good standing under the laws and regulations of the jurisdiction of such Seller Party’s formation and is duly licensed, qualified, and in good standing in every state where such licensing or qualification is necessary for the transaction of Seller Party’s business except where the failure to satisfy any of the foregoing would not be reasonably likely to have a Material Adverse Effect. Each Seller Party has the power to own and hold the assets it purports to own and hold, and to carry on its business as now being conducted and proposed to be conducted, and has the power to execute, deliver, and perform its obligations under this Agreement and the other Transaction Documents to which it is a party.

(ii) Due Execution; Enforceability . The Transaction Documents to which each Seller Party is a party have been duly executed and delivered by such Seller Party, for good

and valuable consideration. The Transaction Documents to which each Seller Party is a party constitute the legal, valid and binding obligations of such Seller Party, enforceable against such Seller Party in accordance with their respective terms subject to bankruptcy, insolvency, and other limitations on creditors’ rights generally and to equitable principles.

(iii) Non-Contravention . Neither the execution and delivery of the Transaction Documents, nor consummation by each Seller Party of the transactions contemplated by the Transaction Documents (or any of them) to which such Seller Party is a party, nor compliance by such Seller Party with the terms, conditions and provisions of the Transaction Documents (or any of them) to which such Seller Party is a party will conflict with or result in a breach of any of the terms, conditions or provisions of (i) the formation, organizational or other governing documents of such Seller Party, (ii) any contractual obligation to which such Seller Party is now a party or the rights under which have been assigned to such Seller Party or the obligations under which have been assumed by such Seller Party or to which the assets of such Seller Party are subject or constitute a default thereunder, or result thereunder in the creation or imposition of any lien upon any of the assets of such Seller Party, other than pursuant to the Transaction Documents to which such Seller Party is a party, (iii) any judgment or order, writ, injunction, decree or demand of any court applicable to such Seller Party, or (iv) any applicable Requirement of Law, that, in the cases of clauses (ii) through (iv) above, could reasonably be expected to result in a Material Adverse Effect. Each Seller Party has all necessary licenses, permits and other consents from Governmental Authorities necessary to acquire, own and sell the Purchased Loans and for the performance of its obligations under the Transaction Documents to which such Seller Party is a party.

(iv) Litigation: Requirements of Law . As of the date of this Agreement and as of each Purchase Date for any Purchased Loan, except as disclosed by Seller to Buyer in writing prior to any Purchase Date and approved by Buyer (which approval shall be evidenced by Buyer’s funding of the related Purchase Price on such Purchase Date), there is no action, suit, proceeding, investigation, or arbitration pending or, to the Knowledge of each Seller Party, threatened against any Seller or any other Seller Party or any of their respective assets that could reasonably be expected to result in a Material Adverse Effect. As of the date of this Agreement and as of each Purchase Date for any Purchased Loan, except as disclosed by Seller to Buyer in writing prior to any Purchase Date and approved by Buyer (which approval shall be evidenced by Buyer’s funding of the related Purchase Price on such Purchase Date), each Seller Party is in compliance in all material respects with all Requirements of Law. No Seller Party is in default in any material respect with respect to any judgment, order, writ, injunction, decree, rule or regulation of any arbitrator or Governmental Authority.

(v) No Broker . No Seller has dealt with any broker, investment banker, agent, or other Person (other than Buyer or an Affiliate of Buyer) who may be entitled to any commission or compensation in connection with the sale of Purchased Loans pursuant to any of the Transaction Documents.

(vi) Good Title to Purchased Loans . Immediately prior to the purchase of any Purchased Loans by Buyer from any Seller, such Purchased Loans are free and clear of any

lien, encumbrance or impediment to transfer (including any “adverse claim” as defined in Section 8-102(a)(l) of the UCC), and such Seller is the record and beneficial owner of and has good and marketable title to and the right to sell and transfer such Purchased Loans to Buyer and, upon transfer of such Purchased Loans to Buyer, Buyer shall be the owner of such Purchased Loans free of any adverse claim subject to the rights of such Seller pursuant to the terms of this Agreement. If, contrary to the intent of the parties hereto, any Transaction is recharacterized as a secured financing of the related Purchased Loans, the provisions of this Agreement are effective to create in favor of Buyer a valid security interest in all rights, title and interest of such Seller in, to and under the Collateral and, upon the filing of the applicable UCC financing statements in the appropriate filing office, Buyer Agent shall have a valid, perfected first priority security interest in the Purchased Loans to the extent a security interest can be perfected by filing.

(vii) [Reserved].

(viii) No Default . As of the date of this Agreement and as of each Purchase Date for any Purchased Loan, except as disclosed by Seller to Buyer in writing prior to any Purchase Date and approved by Buyer (which approval shall be evidenced by Buyer’s funding of the related Purchase Price on such Purchase Date), no Default or Event of Default exists.

(ix) Representations and Warranties Regarding Purchased Loans; Delivery of Loan File . Each Seller represents and warrants to Buyer that each Purchased Loan sold in a Transaction hereunder, as of the related Initial Purchase Date and any Subsequent Purchase Date for such Transaction, conforms to the applicable representations and warranties set forth in Exhibit VI attached hereto, except as disclosed by such Seller to Buyer in writing, and approved by Buyer, prior to any Purchase Date (which approval shall be evidenced by Buyer’s funding of the related Purchase Price on such Purchase Date) (A) prior to the related Initial Purchase Date for the Transaction in which such Purchased Loan is purchased by Buyer and reflected in the related Confirmation or (B) prior to any Subsequent Purchase Date for such Purchased Loan. It is understood and agreed that the representations and warranties set forth in Exhibit VI hereto, if any, shall survive delivery of the respective Loan File to Buyer or its designee to the extent permitted by applicable law. With respect to each Purchased Loan, the Mortgage and any other documents required to be delivered under this Agreement for such Purchased Loan have been delivered to Buyer or its designee on its behalf except as may be disclosed to Buyer prior to any Purchase Date for any Purchased Loan and approved by Buyer (which approval shall be evidenced by Buyer’s funding of the related Purchase Price on the applicable Purchase Date for such Purchased Loan). As of each Purchase Date, such Seller or its designee is in possession of a complete, true and accurate Loan File with respect to each Purchased Loan, except for such documents the originals of which have been delivered to Buyer, except as may be disclosed to Buyer prior to any Purchase Date for any Purchased Loan and approved by Buyer (which approval shall be evidenced by Buyer’s funding of the related Purchase Price on the applicable Purchase Date for such Purchased Loan).

(x) Adequate Capitalization: No Fraudulent Transfer . Each Seller has adequate capital for the normal obligations reasonably foreseeable in a business of its size and

character and in light of its contemplated business operations. Each Seller is generally able to pay, and as of the date hereof is paying, and intends to continue paying its debts as they come due. Each Seller is neither presently financially insolvent nor will such Seller be made insolvent by virtue of such Seller’s execution of or performance under any of the Transaction Documents or Loan Documents within the meaning of the bankruptcy laws or the insolvency laws of any jurisdiction applicable to such Seller. Each Seller has not entered into any Transaction Document, the Loan Documents or any Transaction pursuant thereto in contemplation of insolvency or with intent to hinder, delay or defraud any creditor.

(xi) [Reserved].

(xii) Consents . No consent, approval or other action of, or filing by any Seller with, any Governmental Authority or any other Seller Party is required to authorize, or is otherwise required in connection with, the execution, delivery and performance of any of the Transaction Documents (other than consents, approvals and filings that have been obtained or made, as applicable).

(xiii) Ownership . As of the date hereof, each Seller does not have any stockholders, partner, members or other holders of ownership interests other than as set forth in the ownership chart on Exhibit IX attached hereto. As of the date hereof, set forth on Exhibit IX attached hereto is a true, complete and correct ownership chart for the each Seller, Pledgors and Guarantor.

(xiv) Organizational Documents . As of the date hereof, each Seller has delivered to Buyer certified copies of its formation, organizational and other governing documents, together with all amendments thereto, if any (including without limitation, the Seller Constitutional Document).

(xv) No Material Adverse Change . As of the date of this Agreement and as of each Purchase Date for any Purchased Loan, except as disclosed by Seller to Buyer in writing prior to any Purchase Date and approved by Buyer (which approval shall be evidenced by Buyer’s funding of the related Purchase Price on such Purchase Date), there has been no change in or to the property, business, financial condition, credit quality or prospects of any Seller Party that would reasonably be expected to result in a Material Adverse Effect.

(xvi) Investment Company Act Federal Regulations . No Seller is required to register as an “investment company,” or a company “controlled by an “investment company” within the meaning of the Investment Company Act of 1940.

(xvii) Taxes . Each Seller has filed or caused to be filed all material tax returns that to the Knowledge (after a due inquiry with the individual directly responsible for tax matters in the employ of such Seller) of such Seller would be delinquent if they had not been filed on or before the date hereof and has paid all material taxes shown to be due and payable on or before the date hereof on such returns or on any assessments made against it or any of its property and all other material taxes, fees or other charges imposed on it and

any of its assets by any Governmental Authority that are due and payable except (a) taxes that are being appropriately contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves have been provided in accordance with GAAP, or (b) to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; no tax liens have been filed against any of such Seller’s assets except liens for taxes that are not yet due and payable or as are being appropriately contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves have been provided in accordance with GAAP.

(xviii) ERISA Compliance . (a) Except as would not reasonably be expected to result in a Material Adverse Effect, none of the Seller Parties or any ERISA Affiliate has established, maintains, contributes to, or has any liability (contingent or otherwise) with respect to, any Plan; and (b) the underlying assets of each Seller Party have not and do not constitute Plan Assets.

(xix) Judgments/Bankruptcy . As of the date of this Agreement and as of each Purchase Date for any Purchased Loan, except as disclosed by Seller to Buyer in writing prior to any Purchase Date and approved by Buyer (which approval shall be evidenced by Buyer’s funding of the related Purchase Price on such Purchase Date), there are no undisclosed liabilities or judgments against the Seller Parties that are, unsatisfied of record or docketed in any court located in the United States of America and no Act of Insolvency has ever occurred with respect to any Seller Party.

(xx) Full and Accurate Disclosure . No information with respect to any Seller Party contained in the Transaction Documents, or any written statement furnished by or on behalf of any Seller Party pursuant to the terms of the Transaction Documents, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading in light of the circumstances under which they were made, in each case, as of the date provided or specified therein, as applicable.

(xxi) Financial Information . All financial data concerning any Seller Party that has been delivered by or on behalf of such Seller Party to Buyer is true, complete and correct in all material respects as of the date reflected thereon and, to the extent purported to be in accordance with GAAP, has been prepared in accordance with GAAP. All financial data concerning the Purchased Loans (other than any projections and forward looking statements and information as to general economic or industry condition) that has been prepared by or on behalf of each Seller and provided to Buyer is true, complete and correct in all material respects as of the date provided or specified therein, or if prepared by a third-party, is, to such Seller’s Knowledge, true and correct in all material respects as of the date provided or specified therein, in each case, taken as a whole. Since the delivery of such data, except as otherwise disclosed in writing to Buyer, there has been no change in the financial position of any Seller Party or in the results of operations of any Seller Party, which change will, or is reasonably likely to, result in a Material Adverse Effect.

(xxii) Notice Address; Jurisdiction of Organization Location of Books and Records . The jurisdiction of formation of Seller 1 and Seller 2 is Delaware. The

jurisdiction of formation of Seller 3 is Cayman Islands. The location where each Seller keeps its books and records, including all computer tapes and records relating to the Collateral, is its notice address reflected in Annex I (unless otherwise changed in accordance with Section 16 ).

(xxiii) Anti-Corruption Laws; Sanctions; Anti-Terrorism Laws.

(a) The Seller Parties and their respective Affiliates, officers and employees and to the Knowledge of any Seller, its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of the Seller Parties any Affiliate or to the Knowledge of any Seller any of their respective directors, officers or employees is a Sanctioned Person. The Facility, use of the proceeds of the Facility or other transactions contemplated hereby will not violate any Anti-Corruption Laws or applicable Sanctions.

(b) Neither the making of the facility hereunder nor the use of the proceeds thereof will violate the PATRIOT Act, the Trading with the Enemy Act, or any of the foreign assets control regulations of the United States Treasury Department (31 C.F.R., Subtitle B, Chapter V) or any enabling legislation or executive order relating thereto or successor stature thereto or successor statute thereto. The Seller Parties and their respective Affiliates are in compliance in all material respects with the PATRIOT Act.

(xxiv) Purchased Loans Acquired from Third Party Transferors . With respect to each Purchased Loan purchased by any Seller or an Affiliate of any Seller from any Person that is not an Affiliate of Seller, (a) such Purchased Loan was Conveyed or issued pursuant to a loan agreement, indenture, purchase agreement or assignment, or similar instrument (“ Purchase Agreement ”) between such Seller or such Affiliate and the transferor of such Purchased Loan (“ Transferor ”) pursuant to which such Seller or such Affiliate purchased or acquired an Eligible Loan that is subsequently sold to Buyer, (b) to Seller’s Knowledge, such Transferor received reasonably equivalent value in consideration for the Conveyance of such Purchased Loan, (c) no such Conveyance was made for or on account of an antecedent debt owed by such Transferor to such Seller or such Affiliate and (d) no such Conveyance is or may be voidable or subject to avoidance under the Bankruptcy Code.

(xxv) Hazardous Substances . As of the date of this Agreement and as of each Purchase Date for any Purchased Loan, and except as may be disclosed in any environmental report or other documentation delivered to Buyer in connection with any Purchased Loan prior to the related Purchase Date and approved by Buyer (which approval shall be evidenced by Buyer’s funding of the related Purchase Price on such Purchase Date), no Seller Party: (a) has any Knowledge of any Environmental Liability that would individually or in the aggregate reasonably be expected to have a material adverse effect arising in connection with: (i) any non-compliance with or violation of the requirements of any Environmental Law by an Underlying Obligor, or any permit issued under any Environmental Law to such Underlying Obligor; or (ii) the release or threatened release of any Hazardous Substance into the environment relating to any Mortgaged Property; and (b) has Knowledge of any threatened or actual liability in connection with the release or

threatened release of any Hazardous Substance into the environment that could, individually or in the aggregate, reasonably be expected to result in a Purchased Loan MAC.

(xxvi) [Reserved].

(xxvii) Cash Management Account . Each Seller has the legal right to pledge the Cash Management Account to Buyer. The funds held in the Cash Management Account are not held for the benefit of a third party, other than Buyer and there are no liens or encumbrances with respect to the Cash Management Account in favor of any Person other than Buyer.

(xxviii) Beneficial Ownership Certificate . As of the Closing Date, to the best Knowledge of each Seller, the information included in the Beneficial Ownership Certification provided on or prior to the Closing Date to Buyer Agent in connection with this Agreement is true and correct in all material respects.

11. NEGATIVE COVENANTS OF SELLERS

On and as of the date hereof and until this Agreement is no longer in force with respect to any Transaction, each Seller shall not (and with respect to subsection (o) below, shall not permit any Seller Party or any ERISA Affiliate to) without the prior written consent of Buyer:

(a) take any action that would directly or indirectly impair or adversely affect Buyer’s title to the Purchased Loans;

(b) transfer, assign, convey, grant, bargain, sell, set over, deliver or otherwise dispose of, or pledge or hypothecate, directly or indirectly, any interest in the Purchased Loans (or any of them) or Hedging Transactions to which such Seller is a party to any Person other than Buyer, or engage in repurchase transactions or similar transactions with respect to the Purchased Loans (or any of them) with any Person other than Buyer;

(c) create, incur or permit to exist any Lien in or on the Purchased Loans, except as described in Section 7 of this Agreement;

(d) create, incur or permit to exist any Lien in or on any of the other Collateral subject to the security interest granted by such Seller pursuant to Section 7 of this Agreement;

(e) modify or amend in any material respect, or terminate its Seller Constitutional Document or any other organizational documents of such Seller in a manner adverse to Buyer; provided that, any modification or amendment to the special purpose entity provisions shall be deemed material and adverse;

(f) change its name, organizational number, tax identification number, method of accounting, identity, structure or jurisdiction of organization unless it shall have provided Buyer thirty (30) days’ prior written notice of such change;

(g) consent or approve any Material Purchased Loan Modification with respect to any Purchased Loan other than in accordance with this Agreement (it being acknowledged that Sellers shall not be deemed to be in breach of this Section 11(g) if any Material Purchased Loan Modification for any Purchased Loan is consented to or approved by the administrative agent or required lenders under the Loan Documents for the Loan of which the Purchased Loan is a part, so long as Sellers have not consented to or approved of such Material Purchased Loan Modification without obtaining Buyer’s consent thereto);

(h) [Reserved;]

(i) directly or indirectly enter into transactions of or a series of related transactions with or for the benefit of an Affiliate (including guarantees and assumptions of obligations of an Affiliate), except upon terms no less favorable, taken as a whole, to such Seller than would be obtained in a comparable arm’s-length transaction with a Person that is not an Affiliate;

(j) after the occurrence and during the continuation of any Event of Default, make any Distribution;

(k) contract, create, incur, assume or permit to exist any Investments, except to the extent arising under this Agreement, the other Transaction Documents, the Loan Documents or Hedging Transactions to which such Seller is a party;

(l) file a financing statement in which such Seller is the debtor (as opposed to the secured party) other than in favor of Buyer;

(m) enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind-up of dissolve itself (or suffer any liquidation, winding-up or dissolution), or discontinue its business or engage in any other business other than the business of acquiring, originating, selling, assigning, transferring, financing or disposing of Eligible Loans, or sell all or substantially all of its assets; provided that nothing in this clause (m) shall preclude any Seller from terminating, in accordance with Section 3(g), all outstanding Transactions relating to Purchased Loans that such Seller has transferred to Buyer hereunder and selling, assigning, transferring, financing or disposing of all or substantially all of such Purchased Loans in connection with any securitization of such Purchased Loans or other refinancing of such Purchased Loans;

(n) such Seller will not request any Transaction, and shall not use, and such Seller shall ensure that such Seller and its respective directors, officers, employees and agents acting or benefiting in any capacity in connection with the Transactions shall not use, the proceeds or permit the use of any proceeds of the Transactions to be used, directly or indirectly (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws or (ii) in any manner that would result in the violation of any applicable Sanctions;

(o) except as would not reasonably be expected to result in a Material Adverse Effect, (i) establish, maintain, contribute to, or incur any liability (contingent or otherwise) or with respect to, any Plan; and (ii) take any action that would cause its underlying assets to constitute Plan Assets; or

(p) enter into any acknowledgement or agreement that gives any other Person or entity (except Buyer) control over, or any other security interest, lien or title in, the Cash Management Account.

If any Seller shall be required to respond to any request for consent or approval of any Material Purchased Loan Modification with respect to any Purchased Loan received from any Underlying Obligor, administrative agent or other Person within any specified time period under the related Loan Documents, such Seller shall notify Buyer of such time period when it delivers its request for consent to such Material Purchased Loan Modification to Buyer under Section 11(g) above. Provided that the applicable Seller shall have notified Buyer of such required time period (the “ Required Response Time ”) for such Seller’s response under the related Loan Documents, Buyer hereby agrees that it shall deliver written notice of its approval or disapproval of such Material Purchased Loan Modification to the applicable Seller at least one (1) Business Day before such Seller is required to respond under the related Loan Documents. If Buyer shall fail to deliver such written notice of its approval or disapproval of such Material Purchased Loan Modification to the applicable Seller at least one (1) Business Day before such Seller is required to respond under the related Loan Documents and (i) the applicable Required Response Time is at least five (5) Business Days, Buyer shall be deemed to have approved such Material Purchased Loan Modification or (ii) the applicable Required Response Time is less than five (5) Business Days, Buyer shall be deemed to have disapproved such Material Purchased Loan Modification.

12. AFFIRMATIVE COVENANTS OF SELLERS

On and as of the date hereof and until this Agreement is no longer in force with respect to any Transaction, each Seller shall observe the following covenants:

(a) Such Seller shall promptly notify Buyer Agent of the occurrence of any Material Adverse Effect or any event, circumstance, development or condition that is reasonably expected to have a Material Adverse Effect, promptly upon its obtaining Knowledge thereof, but in no event later than the fifth (5th) Business Day after obtaining Knowledge of such event.

(b) Such Seller shall provide Buyer Agent with copies of such documents within its possession or available to such Seller without unreasonable effort or expense as Buyer or Buyer Agent may request in writing evidencing the truthfulness of the representations set forth in Article 10 other than documents that such Seller is not permitted to disclose pursuant to a confidentiality obligation (in which case, such Seller shall deliver redacted versions of such documents, to the extent permitted under such confidentiality obligation).

(c) Such Seller (1) shall defend the right, title and interest of Buyer in and to the Collateral against, and take such other action as is necessary to remove, Liens, claims and demands of all Persons (other than security interests by or through Buyer) and (2) shall, at Buyer’s or Buyer Agent’s request, take all actions reasonably necessary to ensure that Buyer Agent will have a first priority security interest in the Purchased Loans created or intended to be created hereby, in the event such Transactions are recharacterized as secured financings to the extent a security interest can be perfected by filing in the appropriate filing offices.

(d) Such Seller shall notify Buyer Agent of the occurrence of any Default or Event of Default with respect to such Seller as soon as possible but in no event later than the fifth (5th) Business Day after obtaining Knowledge of such event.

(e) With respect to each applicable Purchased Loan, such Seller shall provide evidence of any Hedging Transaction as reasonably requested by Buyer, and provided same is in Seller’s possession. Such Seller shall not amend or modify in any material respect, grant any material waiver or terminate any Hedging Transaction to which such Seller is a party. If requested by Buyer, such Seller shall provide Buyer additional information reasonably requested by Buyer relating to any Hedging Transactions, provided that such information is in Seller’s possession.

(f) Such Seller shall promptly (and in any event not later than five (5) Business Days following receipt of written notice thereof) deliver notice to Buyer Agent of (i) the receipt of written notice of any default under any material agreement, contract or other instrument to which such Seller or Guarantor is a party or any acceleration of the maturity of any indebtedness owing by such Seller or Guarantor which would constitute an Event of Default under Section 14(xvi); (ii) the receipt of written notice of the commencement of, and any material determination in, any litigation with any third party or any proceeding before any Governmental Authority affecting any Seller Party that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect, (iii) the receipt of written notice of the occurrence of a material default or an event of default received or sent by a Seller Party pursuant to the Loan Documents or (iv) the receipt of written notice of any Environmental Complaint or any material liability arising from any Environmental Complaint with regard to a Purchased Loan.

(g) (i) such Seller shall provide such information and take such actions as are reasonably requested by Buyer in writing in order to assist Buyer in maintaining compliance with the PATRIOT Act and (ii) to the extent such Seller qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Closing Date, Buyer Agent, if Buyer Agent has requested, in a written notice to such Seller at least ten (10) days prior to the Closing Date, a Beneficial Ownership Certification in relation to such Seller shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by Buyer Agent of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied).

(h) Compliance with Sanctions and Anti-Terrorism Laws . Such Seller covenants and agrees that none of such Seller or any of its Affiliates will knowingly (1) conduct any business, nor engage in any transaction or dealing, with any Sanctioned Person or (2) engage in or conspire to engage in any transaction that evades or avoids or that the purpose of evading or avoiding any of the prohibitions of any Sanctions. Such Seller further covenants and agrees that (i) it shall not, directly or indirectly, use the proceeds of any Transaction, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person or entity (x) to fund any activities or business of or with any Sanctioned Person, or in any country or territory, that at the time of such funding is the subject of any sanctions under any Sanctions, or (y) in any other manner that would result in a violation of any Sanctions by any party to this Agreement and (ii) none of the funds or the assets of such Seller that are used to pay any amount due pursuant to this Agreement or any other Transaction Document shall constitute funds obtained from transactions with or relating to Sanctioned Persons or countries or territories that are the subject of sanctions

under any Sanctions. Such Seller further covenants and agrees to deliver to Buyer Agent any such certification or other evidence as may be requested by Buyer in its sole and absolute discretion, confirming that none of such Seller or any of its Affiliates is a Sanctioned Person and none of such Seller, or any of its Affiliates has engaged in any business transactions or dealings with a Sanctioned Person, including but not limited to the making or receiving of any contribution of funds, goods or services to or for the benefit or a Sanctioned Person.

(i) If such Seller shall at any time become entitled to receive or shall receive any rights, whether in addition to, in substitution of, as a conversion of, or in exchange for the Purchased Loans, or otherwise in respect thereof, such Seller shall accept the same as Buyer’s agent, hold the same in trust for Buyer and deliver the same forthwith to Buyer in the exact form received, duly endorsed by such Seller to Buyer, if required. If any sums of money or property so paid or distributed in respect of the Purchased Loans shall be received by such Seller, such Seller shall, until such money or property is paid or delivered to Buyer, hold such money or property in trust for Buyer, segregated from other funds of such Seller, as additional collateral security for the Transactions.

(j) At any time from time to time upon the reasonable request of Buyer, at the sole expense of such Seller, such Seller will promptly and duly execute and deliver such further instruments and documents and take such further actions as Buyer or Buyer Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Agreement including the first priority security interest granted hereunder and of the rights and powers herein granted (including, among other things, filing such UCC financing statements as Buyer may reasonably request). If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any subsequent promissory note, other instrument, negotiable document, certificated security or chattel paper, such note, instrument, document, security or chattel paper shall be immediately delivered to Buyer, duly endorsed in a manner satisfactory to Buyer, to be held as Collateral pursuant to this Agreement, and the documents delivered in connection herewith. Such Seller hereby irrevocably authorizes Buyer at any time and from time to time while this Agreement is in effect to file in any filing office in any jurisdiction any initial financing statements and amendments thereto that (1) indicate the Collateral as all assets of such Seller or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or such jurisdiction and (2) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including whether such Seller is an organization, the type of organization and any organization identification number issued to such Seller. Such Seller agrees to furnish any such information to Buyer promptly upon reasonable request.

(k) Such Seller shall provide, and shall cause Guarantor to provide, to Buyer Agent the following financial and reporting information:

(i) deliver, (x) within 120 days after the end of each fiscal year of such Seller and (y) within 60 days after the end of each of the first three fiscal quarters (commencing with the fiscal quarter ended March 31, 2019) of such Seller, a certificate signed by an authorized officer of such Seller certifying that to such authorized officer’s knowledge, no default or Event of Default has occurred and is continuing as of the date of such certificate or, if any default or Event of Default has occurred and is continuing as of the date of such

certificate, the nature thereof and the corrective actions that Seller has taken or proposes to take with respect thereto (other than litigation strategy and documentation subject to confidentiality obligations or attorney-client privilege or similar privilege);

(ii) as soon as available and in any event within sixty (60) days after the end of each fiscal quarter of such Seller, deliver quarterly asset management reports with respect to the applicable Purchased Loans and the Underlying Obligors (to the extent prepared or received by or on behalf of such Seller but in no event to be delivered less frequently than semi-annually for each applicable Purchased Loan);

(iii) as soon as available but in any event within 30 days after the end of each month, financial reporting packages (including applicable financial statements) delivered by the Underlying Obligors pursuant to the applicable underlying Loan Documents to the extent such financial reporting packages have been received by such Seller or its Affiliates and have not previously been delivered to the Buyer Agent during such month;

(iv) [Reserved];

(v) deliver further information with respect to the financial condition, business, operations or performance of such Seller or the applicable Purchased Loans as Buyer may from time to time reasonably request, provided such information is in Seller’s possession;

(vi) deliver (i) audited consolidated financial statements of the Guarantor within 120 days after the end of each fiscal year of the Guarantor, accompanied by an opinion of a nationally recognized independent public accounting firm (commencing with financial statements for the fiscal year 2018) and (ii) unaudited consolidated financial statements of the Guarantor within 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Guarantor, certified by the Guarantor;

(vii) deliver within 60 days after the end of each of the first three fiscal quarters of each fiscal year and within 120 days after the end of each fiscal year, a compliance certificate from the Guarantor certifying that, as of the end of such prior fiscal quarter or prior fiscal year, as applicable, the Guarantor is in compliance with all of its covenants and the requirements under this Agreement and the Guaranty;

(viii) deliver further information with respect to the financial condition, business, operations or performance of the Guarantor as Buyer may from time to time reasonably request;

(ix) as soon as practicable and in any event within five (5) Business Days after such Seller receives a copy thereof, any material written consent, waiver, amendment, restatement, supplement or other modification under any applicable Loan Document; and

(x) as soon as practicable and in any event within five (5) Business Days after Seller has received written notice of any material adverse effect on the Underlying Obligor under any applicable Purchased Loan.

(l) Such Seller shall at all times comply in all material respects with all applicable Requirements of Law (including all applicable Environmental Laws, Anti-Corruption Laws and Sanctions); shall do or cause to be done all things reasonably necessary to preserve and maintain in full force and effect its legal existence, and all licenses material to its business, in each case, to the extent that failure to do so would reasonably be expected to have a Material Adverse Effect.

(m) Such Seller shall at all times keep proper books of records and accounts in which full, true and correct entries shall be made of its transactions in accordance with GAAP and set aside on its books from its earnings for each fiscal year all such proper reserves in accordance with GAAP.

(n) Such Seller shall observe, perform and satisfy all the terms, provisions, covenants and conditions required to be observed, performed or satisfied by it, and shall pay when due all costs, fees and expenses required to be paid by it, under the Transaction Documents. Such Seller shall pay and discharge all material taxes, levies, liens and other charges on its assets and on the Collateral that, in each case, in any manner would create any lien or charge upon the Collateral, except for any such taxes that are not yet due and payable or that are being appropriately contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves have been provided in accordance with GAAP.

(o) Such Seller will maintain records with respect to the Collateral and the conduct and operation of its business with no less a degree of prudence than if the Collateral were held by such Seller for its own account and will furnish Buyer, upon reasonable request by Buyer or Buyer’s designated representative, with information reasonably obtainable by such Seller with respect to the Collateral and the conduct and operation of its business.

(p) [Reserved].

(q) [Reserved].

(r) Such Seller shall furnish to the Buyer Agent prompt written notice of any change in the information provided in the Beneficial Ownership Certification delivered to Buyer Agent that would result in a change to the list of beneficial owners identified in such certification.

(s) No part of the Purchase Price will be used, directly or indirectly and whether immediately, incidentally or ultimately, for any purpose that violates or that is inconsistent with, the provisions of the regulations of the Board of Governors of the Federal Reserve System, including Regulations T, U or X. Neither the consummation of the Transactions hereunder nor the use of the proceeds thereof will violate the PATRIOT Act, the Trading with the Enemy Act, the Beneficial Ownership Regulation or any of the foreign assets control regulations of the United States Treasury Department (31 C.F.R., Subtitle B, Chapter V) or any enabling legislation or executive order relating thereto or successor statute thereto.

(t) Such Seller shall not replace any Independent Manager except in accordance with its Seller Constitutional Document and without at least five (5) Business Days’ prior written notice to Buyer.

(u) Such Seller shall observe and perform in all material respects the obligations imposed upon such Seller under the Loan Documents.

(v) In the event Depository is removed, replaced or resigned; such Seller shall enter into an account control agreement with respect to the Cash Management Account in form and substance reasonably acceptable to Buyer and Seller.

(w) Such Seller shall promptly deliver to Buyer copies of (i) reservation of rights letters entered into in connection with a Purchased Loan or (ii) forbearance agreements entered into in connection with a Purchased Loan.

13. SPECIAL-PURPOSE ENTITY

Each Seller hereby represents and warrants to Buyer, and covenants with Buyer, that as of the date hereof and so long as any of the Transaction Documents shall remain in effect that it shall be a Special-Purpose Entity and that:

(a) It is, as of each Purchase Date, and intends to remain solvent and it has paid and intends to pay its debts and liabilities (including employment and overhead expenses) from its own assets as the same shall become due.

(b) It has complied and will comply with the provisions of its formation, organizational and other governing documents, including its Seller Constitutional Document.

(c) It has done or caused to be done and will do all things necessary to observe applicable entity formalities and to preserve its existence.

(d) It has maintained and will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates, its members, partners, shareholders, owners and any other Person, (except to the extent consolidation of financial statements is required under GAAP or as a matter of law) and it will file its own tax returns to the extent required by law.

(e) It has been, is and will be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, shall not identify itself as a division or part of any of its Affiliates, shall maintain and utilize separate stationery, invoices and checks, and shall pay to any Affiliate that incurs costs for office space and administrative services that it uses, the amount of such costs allocable to its use of such office space and administrative services.

(f) It has not entered into, and will not enter into, any contract or agreement with any of its Affiliates, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’s-length basis with Persons other than such Affiliate.

(g) It has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (i) obligations under the Transaction Documents, the Loan Documents and any Hedging Transactions and (ii) unsecured trade payables, in an aggregate amount not to exceed $250,000 at

any one time outstanding, incurred in the ordinary course of acquiring, owning, financing and disposing of the Purchased Loans; provided , however , that any such trade payables incurred by Seller shall be paid within sixty (60) days of the date incurred.

(h) It has not made and will not make any loans or advances to any other Person, other than Eligible Loans that are intended to be part of the Purchased Loans, and shall not acquire obligations or securities of any member or any Affiliate of any member or any other Person (other than other than Eligible Loans that are intended to be part of the Purchased Loans).

(i) It intends to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; provided , however , that this shall not require any equity party to contribute capital to such Seller.

(j) It will not commingle its funds and other assets with those of any of its Affiliates or any other Person.

(k) It has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its Affiliates or any other Person.

(l) It has not held and will not hold itself out to be responsible for the debts or obligations of any other Person.

(m) It shall not take, and shall not permit its members to take, any of the following actions with respect to such Seller: (i) dissolve or liquidate, in whole or in part; (ii) consolidate or merge with or into any other entity or, except as permitted by this Agreement convey or transfer all or substantially all of its properties and assets to any entity; or (iii) without the affirmative unanimous consent of all members and each Independent Manager, institute any proceeding to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Code or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of such Seller or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing.

(n) It shall not have any employees.

(o) It shall (x) at all times (in the case of Seller 1 and Seller 2) and (y) at all times from and after the Initial Purchase Date relating to the first Transaction entered into by Seller 3 and Buyer (in the case of Seller 3) maintain at least one Independent Manager. For so long as such Seller’s obligations under this Agreement and the other Transaction Documents are outstanding, such Seller shall not take any of the actions contemplated by Section 13(n) above (including when applicable without the affirmative vote of each Independent Manager).

14. EVENTS OF DEFAULT

With respect to each Transaction, each of the following clauses (i) through (xviii) shall constitute an Event of Default under this Agreement:

(i) any Seller fails to repurchase a Purchased Loan upon the applicable Repurchase Date, including for the avoidance of doubt pursuant to clause (xii) below;

(ii) any Seller fails to cure any Margin Call by payment or otherwise in accordance with Section 5 hereof (after giving effect to any cure periods reflected therein);

(iii) an Act of Insolvency occurs with respect to any Seller Party;

(iv) any Seller shall admit in writing to the Buyer its inability to, or its intention not to, perform any of its obligations hereunder;

(v) (A) the Transaction Documents shall for any reason not cause, or shall cease to cause, Buyer to be the owner free of any Lien or adverse claim of any of the Purchased Loans (other than the rights of Sellers hereunder) and (B) the Transaction Documents cease to create a valid first priority security interest in favor of Buyer Agent on behalf of Buyer with respect to the Collateral and the applicable Seller fails to cure such default within three (3) Business Days after the earlier of such Seller having Knowledge or receipt of notice thereof from Buyer;

(vi) any Transaction Document shall for whatever reason be terminated or cease to be in full force and effect, or the enforceability thereof shall be contested in writing by any Seller Party or Affiliate of any Seller Party;

(vii) failure of Buyer to receive on any Remittance Date, accrued and unpaid Price Differential or any of the applicable Buyer Fees (less any amount of such Price Differential or Buyer Fees previously paid by Sellers to Buyer) due and payable on such Remittance Date (including in the event the Income paid or distributed on or in respect of the Purchased Loans into the Cash Management Account is insufficient to make such payment and Sellers do not make such payment or cause such payment to be made) and Sellers fail to cure such failure within three (3) Business Days after notice from Buyer Agent (except that such failure shall not be an Event of Default if sufficient Income is on deposit in the Cash Management Account and the Depository fails to remit such funds to Buyer);

(viii) [Reserved];

(ix) failure of any Seller to make any other payment (i.e., a payment of a type not specified in any other clause of this Section 14 ) owing to Buyer that has become due, whether by acceleration or otherwise under the terms of this Agreement which failure is not remedied within five (5) Business Days after written notice from Buyer to Sellers;

(x) any Governmental Authority shall have taken any action to remove, limit, restrict, suspend or terminate the rights, privileges, or operations of any Seller or Guarantor, that results or could be reasonably expected to result in a Material Adverse Effect;

(xi) a Change of Control shall have occurred without Buyer’s prior written consent;

(xii) (A) any representation, warranty or certification (other than any representation, warranty or certification of any Seller set forth in Exhibit VI and Section 10(b)(ix)) made or deemed made herein or, in any other Transaction Document made by a Seller or Guarantor or in any certificate furnished to Buyer Agent pursuant to the provisions hereof or thereof shall have been incorrect or untrue (but not intentionally incorrect or untrue) in any material respect when made or repeated or deemed to have been made or repeated which incorrect or untrue representation, if capable of cure, is not cured within thirty (30) days after the earlier of (x) such Seller having Knowledge of such breach or (y) the date on which such Seller has received notice from Buyer of such incorrect or untrue representation; or (B) if any representation or warranty of any Seller set forth in Exhibit VI and Section 10(b)(ix) in respect to a Purchased Loan is incorrect or untrue in any material respect when made or deemed to have been made, except as disclosed in writing to Buyer prior to any Purchase Date for any Purchased Loan and approved by Buyer (which approval shall be evidenced by Buyer’s funding of the related Purchase Price on such Purchase Date), and continues to be incorrect or untrue for thirty (30) days after the earlier of (x) such Seller having Knowledge of such breach or (y) the date on which such Seller has received notice from Buyer of such incorrect or untrue representation, and such Seller shall not have cured such breach or repurchased the related Purchased Loan within such thirty-day period;

(xiii) Guarantor shall (A) fail to observe any of the financial covenants set forth Section 5 of the Guaranty, or (B) have defaulted or failed to perform under any other covenants of the Guaranty which default is not cured within five (5) Business Days after the earlier of (x) Guarantor having Knowledge of such default or (ii) the date on which Guarantor has received notice from Buyer of such default;

(xiv) a final non-appealable judgment by any competent court in the United States of America for the payment of money in an amount greater than $250,000 (in the case of any Seller) or $25,000,000 (in the case of Guarantor) shall have been rendered against such Seller or Guarantor, and remained undischarged or unpaid for a period of sixty (60) days, during which period execution of such judgment is not effectively stayed by bonding or other means acceptable to Buyer;

(xv) if any Seller shall breach or fail to perform any of the terms, covenants, obligations or conditions of this Agreement, other than as specifically otherwise referred to in this definition of “Event of Default”, and such breach or failure to perform is not remedied within thirty (30) days after notice thereof to such Seller from Buyer ; provided , however , if (A) such breach or failure to perform cannot reasonably be cured within such thirty (30) day period and (B) Seller shall have commenced to diligently pursue a cure of such breach or failure to perform within such thirty (30) day period, then provided such

breach or failure would not reasonably be expected to result in a Material Adverse Effect, such thirty (30) day period shall be extended for so long as Seller diligently and expeditiously continue to pursue a cure of such breach or failure to perform, which extended period shall in no event exceed ninety (90) days in the aggregate; and provided , further , that if any such breach or failure relates to any individual Purchased Loan, the applicable Seller shall be entitled to cure such breach or failure by repurchasing the related Purchased Loan within the applicable cure period above;

(xvi) Seller or Guarantor shall be in default under (A) any Indebtedness of Seller or Guarantor, as applicable, which default (1) involves the failure to pay a matured obligation in excess of $250,000, with respect to Seller or $25,000,000, with respect to Guarantor or (2) results in the acceleration of the maturity of obligations by any other party to or beneficiary with respect to such Indebtedness, if the aggregate amount of the Indebtedness in respect of which such default or defaults shall have occurred is at least $250,000, with respect to Seller or $25,000,000, with respect to Guarantor; or (B) any other material contract to which Seller or Guarantor is a party which default (1) involves the failure to pay a matured obligation or (2) results in the acceleration of the maturity of obligations by any other party to or beneficiary of such contract if the aggregate amount of such obligations is $250,000, with respect to Seller or $25,000,000, with respect to Guarantor;

(xvii) [Reserved]; or

(xviii) If an ERISA Event occurs which, either individually or in the aggregate, has resulted or would reasonably be expected to result in a Material Adverse Effect.

15. REMEDIES

If an Event of Default shall occur and be continuing, the following rights and remedies shall be available to Buyer:

(i) At the option of Buyer, exercised by written notice to Sellers (which option shall be deemed to have been exercised, even if no notice is given, immediately upon the occurrence of an event specified in Section 14(xvii)), the Repurchase Date for each Transaction hereunder shall, if it has not already occurred, be deemed immediately to occur (the date on which such option is exercised or deemed to have been exercised being referred to hereinafter as the “ Accelerated Repurchase Date ”).

(ii) If Buyer exercises or is deemed to have exercised the option referred to in Section 15(i) of this Agreement:

(A) each Seller’s obligations hereunder to repurchase all applicable Purchased Loans shall become immediately due and payable on and as of the Accelerated Repurchase Date; and

(B) to the extent permitted by applicable law, the Repurchase Price with respect to each Transaction (determined as of the Accelerated Repurchase Date) shall be increased by the aggregate amount obtained by

daily application of, on a 360 day per year basis for the actual number of days during the period from and including the Accelerated Repurchase Date to but excluding the date of payment of the Repurchase Price (as so increased), (x) the Default Rate multiplied by (y) the Repurchase Price for such Transaction (decreased by (I) any amounts actually remitted to Buyer by the Depository or Sellers from time to time pursuant to Section 6 of this Agreement and applied to each Repurchase Price, and (II) any amounts applied to the Repurchase Price pursuant to Section 15(iii) of this Agreement).

(iii) Buyer, in its sole discretion, immediately, at any time, and from time to time, exercise either of the following remedies with respect to any or all of the Purchased Loans: (A) may sell such Purchased Loans on a servicing-released basis and/or without providing any representations and warranties on an "as-is where is" basis, in a recognized market and by means of a public or private sale at such price or prices as Buyer accepts, and apply the net proceeds thereof in accordance with Section 6(e) or (B) may in lieu of selling all or a portion of such Purchased Loans, retain such Purchased Loans and give the applicable Seller credit against the Repurchase Price for such Purchased Loans (or if the amount of such credit exceeds the Repurchase Price for such Purchased Loans, to credit against any other obligations due and any other amounts then owing to Buyer by any other Person pursuant to any Transaction Document, in such order and in such amounts as determined by Buyer), in an amount equal to the Market Value (without giving effect to the second proviso in the definition of “Market Value”)of such Purchased Loans at the time of such election. Until such time as Buyer exercises either such remedy with respect to a Purchased Loan, Buyer may hold such Purchased Loan and apply all Income with respect thereto in accordance with Section 6(e) .

(iv) The parties recognize that it may not be possible to purchase or sell all of the Purchased Loans on a particular Business Day, or in a transaction with the same purchaser, or in the same manner because the market for such Purchased Loans may not be liquid at such time. In view of the nature of the Purchased Loans, the parties agree that liquidation of a Transaction or the Purchased Loans does not require a public purchase or sale and that a good faith private purchase or sale shall be deemed to have been made in a commercially reasonable manner. Accordingly, Buyer may elect, in its sole discretion, the time and manner of liquidating any Purchased Loans, and nothing contained herein shall (A) obligate Buyer to liquidate any Purchased Loans on the occurrence and during the continuance of an Event of Default or to liquidate all of the Purchased Loans in the same manner or on the same Business Day or (B) constitute a waiver of any right or remedy of Buyer.

(v) Sellers shall be liable to Buyer for (A) the amount of all reasonable and documented out-of-pocket expenses, including reasonable legal fees and expenses, actually incurred by Buyer in connection with or as a consequence of an Event of Default and (B) any other actual and documented out-of-pocket loss, damage, cost or expense directly arising or resulting from the occurrence of an Event of Default with respect to any Seller.

(vi) Buyer shall have, in addition to its rights and remedies under the Transaction Documents, all of the rights and remedies provided by applicable federal, state, foreign, and local laws (including, without limitation, if the Transactions are recharacterized as secured financings, the rights and remedies of a secured party under the applicable UCC, to the extent that the UCC is applicable, and the right to offset any mutual debt and claim), in equity, and under any other agreement between Buyer and Sellers. Without limiting the generality of the foregoing, Buyer shall be entitled to set off the proceeds of the liquidation of the Purchased Loans against all of Sellers’ obligations to Buyer, whether or not such obligations are then due, without prejudice to Buyer’s right to recover any deficiency.

(vii) Subject to any notice and grace periods set forth herein, Buyer may exercise any or all of the remedies available to Buyer immediately upon the occurrence of an Event of Default and at any time during the continuance thereof. All rights and remedies arising under the Transaction Documents, as amended from time to time, are cumulative and not exclusive of any other rights or remedies that Buyer may have.

(viii) Buyer may enforce its rights and remedies hereunder without prior judicial process or hearing, and each Seller hereby expressly waives any defenses such Seller might otherwise have to require Buyer to enforce its rights by judicial process. Each Seller also waives any defense such Seller might otherwise have arising from the use of nonjudicial process, disposition of any or all of the Purchased Loans, or from any other election of remedies. Each Seller recognizes that nonjudicial remedies are consistent with the usages of the trade, are responsive to commercial necessity and are the result of a bargain at arm’s length.

(ix) [Reserved].

(x) Buyer shall not be required to make any demand upon, or pursue or exhaust any of its rights or remedies against, any Seller, any other obligor, guarantor, pledgor or any other Person with respect to the payment of the obligations of Sellers hereunder or to pursue or exhaust any of its rights or remedies with respect to any Collateral therefor or any direct or indirect guarantee thereof. Buyer shall not be required to marshal the Collateral or any guarantee of the obligations of any Seller hereunder or to resort to the Collateral or any such guarantee in any particular order, and all of its rights hereunder or under any other document or instrument executed in connection herewith shall be cumulative. To the extent it may lawfully do so, each Seller absolutely and irrevocably waives and relinquishes the benefit and advantage of, and covenants not to assert against Buyer, any valuation, stay, appraisement, extension, redemption or similar laws and any and all rights or defenses it may have as a surety now or hereafter existing which, but for this provision, might be applicable to the sale of any Collateral made under the judgment, order or decree of any court, or privately under the power of sale conferred by this Agreement, or otherwise.

(xi) Each Seller hereby appoints Buyer as attorney-in-fact of such Seller for the purpose, after the occurrence and during the continuance of an Event of Default, of carrying out the provisions of this Agreement and taking any action and executing or endorsing any

instruments that Buyer may deem necessary or advisable to accomplish the purposes hereof, which appointment as attorney-in-fact is irrevocable and coupled with an interest.

(xii) Without limiting Buyer’s obligations under Section 3(k) or to fund any amounts under any Letter of Credit, Buyer, by entering into the Transactions, shall not have, does not assume and shall have no obligation to make any Advances, “future advances” or other additional advances of loan proceeds under any of the Purchased Loans to any Underlying Obligor or undertake any other obligation of the lender thereunder, all of which obligations shall be retained by the applicable Seller and fully and timely performed by such Seller.

16. NOTICES AND OTHER COMMUNICATIONS

Unless otherwise provided under this Agreement, all notices, consents, approvals and requests required or permitted hereunder shall be given in writing and shall be effective for all purposes if hand delivered or sent by (a) hand delivery, with proof of attempted delivery, (b) certified or registered United States mail, postage prepaid, (c) expedited prepaid delivery service, either commercial or United States Postal Service, with proof of attempted delivery, (d) by telecopier (with answerback acknowledged) provided that such telecopied notice must also be delivered by one of the means set forth in (a), (b) or (c) above, or (e) by email provided that such emailed notice must also be delivered by one of the means set forth in (a), (b) or (c) above, to the address specified in Annex I hereto or at such other address and person as shall be designated from time to time by any party hereto, as the case may be, in a written notice to the other parties hereto in the manner provided for in this Section 16 . A notice shall be deemed to have been given: (a) in the case of hand delivery, at the time of delivery, (b) in the case of registered or certified mail, when delivered or the first attempted delivery on a Business Day, (c) in the case of expedited prepaid delivery upon the first attempted delivery on a Business Day, (d) in the case of telecopier, upon receipt of answerback confirmation, provided that such telecopied notice was also delivered as required in this Section 16 or (e) in the case of email, upon delivery, provided that such emailed notice was also delivered as required in this Section 16 . A party receiving a notice which does not comply with the technical requirements for notice under this Section 16 may elect to waive any deficiencies and treat the notice as having been properly given.

17. SINGLE AGREEMENT

Each Seller acknowledges that Buyer has entered into this Agreement and will enter into each Transaction hereunder in consideration of and in reliance upon the fact that, all Transactions hereunder constitute a single business and contractual relationship and have been made in consideration of each other. Accordingly, each Seller agrees (i) to perform all of its obligations in respect of each Transaction hereunder, and that a default in the performance of any such obligations shall constitute a default by it in respect of all Transactions hereunder, (ii) that Buyer shall be entitled to set off claims and apply property held by it in respect of any Transaction against obligations owing to it in respect of any other Transactions hereunder and (iii) that payments, deliveries and other transfers made by Buyer in respect of any Transaction shall be deemed to have been made in consideration of payments, deliveries and other transfers in respect of any other Transactions hereunder, and the obligations to make any such payments, deliveries and other transfers may be applied against each other and netted.

18. CONFIDENTIALITY.

(a) All information regarding the terms set forth in any of the Transaction Documents shall be kept confidential and shall not be disclosed by either party to any Person except (i) to the Affiliates of such party or its or their respective directors, officers, employees, agents, advisors and other representatives who are informed of the confidential nature of such information and instructed to keep it confidential, (ii) to the extent requested by any regulatory authority or required by Requirements of Law or necessary or advisable in connection with any public company filing requirements under federal securities laws, (iii) to the extent required to be included in the financial statements of either party or an Affiliate thereof, (iv) to the extent required to exercise any rights or remedies under the Transactions Documents, Purchased Loans or related Mortgaged Properties, (v) to the extent required to consummate and administer a Transaction and (vi) to any actual or prospective participant, Eligible Assignee or counterparty to a Hedging Transaction that agrees to comply with this Section 18(a) .

(b) All written information regarding the terms set forth in any of the Loan Documents or otherwise provided by any Seller or any Affiliate thereof to Buyer in connection with the Transactions shall be kept confidential and shall not be disclosed by Buyer to any Person, except (i) to the Affiliates of Buyer or its or their respective directors, officers, employees, agents, advisors, attorneys, accountants and other representatives who are informed of the confidential nature of such information and instructed to keep it confidential, (ii) to the extent requested by any regulatory authority or required by Requirements of Law (including, without limitation, if and to the extent required under applicable securities laws), (iii) to the extent required to be included in the financial statements of Buyer or an Affiliate thereof, (iv) to the extent required to exercise any rights or remedies under the Transaction Documents, Purchased Loans, Loan Documents or related Mortgaged Properties, (v) to the extent required to consummate and administer a Transaction, (vi) to any actual or prospective Eligible Assignee that agrees to comply with this Section 18 , (vii) to the extent required in connection with any litigation between the parties in connection with any Transaction Document; or (viii) if the Transaction Documents and/or Loan Documents and/or such information is generally known or a matter of public record (but not by virtue of a breach by the disclosing party of its obligations hereunder); provided , that no such disclosure made with respect to any Transaction Documents or Loan Documents shall include a copy of such Transaction Document or Loan Document to the extent that a summary would suffice, but if it is necessary for a copy of any Transaction Document or Loan Document to be disclosed, all pricing and other economic terms set forth therein shall be redacted before disclosure to the extent such disclosure can be satisfied by a redacted copy of such Transaction Document or Loan Document.

19. ASSIGNABILITY

(a) No Seller shall assign or otherwise transfer its rights and obligations under the Transaction Documents and under the Transactions without the prior written consent of Buyer.

(b) Buyer shall be entitled at any time to sell or assign all or a portion (but not in an amount less than $50,000,000 for any assignment or participation) of its interests or participations in its rights and obligations under the Transaction Documents and/or under any Transaction to any Eligible Assignee; provided that no Seller shall be responsible for any increased costs, tax or indemnities arising as a result of such assignment; and provided , further that, so long as no Event

of Default has occurred and is continuing, (i) Buyer will be required to notify Sellers in writing of such assignment or participation on or before the date of such assignment or participation, (ii) Buyer or an Affiliate of Buyer will continue to (A) control decision-making with respect to the Purchased Loans, (B) determine whether to purchase any Eligible Loan in a Transaction and (C) determine the Market Value of the Purchased Loans and (iii) Sellers will not be obligated to deal directly with any party other than Buyer or an Affiliate of Buyer.

(c) Subject to the foregoing, the Transaction Documents and any Transactions shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. Nothing in the Transaction Documents, express or implied, shall give to any Person, other than the parties to the Transaction Documents and their respective successors and assigns, any benefit or any legal or equitable right, power, remedy or claim under the Transaction Documents.

(d) Each Seller shall maintain a copy of each assignment as to which it is notified and a register for the recordation of the names and addresses of Buyer and any such assignees and the amounts (and stated interest) owing to Buyer and each such assignee pursuant to the terms hereof from time to time (the “ Register ”). The entries in the Register shall be conclusive absent manifest error, and the Buyer, Buyer Agent and such Seller shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Buyer hereunder for all purposes of this Agreement. No assignment, sale, negotiation, pledge, hypothecation or other transfer of any part of any persons interest hereunder shall be effective or permitted under this Agreement until such person's name and address has been registered in the Register. The Register shall be available for inspection by each Seller and Buyer at any reasonable time and from time to time upon reasonable prior notice.

(e) If a Buyer sells a participation, it shall, acting solely for this purpose as non-fiduciary agent of the applicable Seller, maintain a register on which it enters the name and address of each participant (a “ Participant ”) and the principal amounts (and stated interest) of each Participant's interest in this Agreement and other Transaction Documents (the “ Participant Register ”); provided that a Buyer shall not have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant's interest in any commitments, loans, letters of credit or its other obligations under any Transaction Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in “registered form” under Section 5f.103-1(c) of the United States Treasury Regulations promulgated under the Code. The entries in the Participant Register shall be conclusive absent manifest error, and such Buyer shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.

20. ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall supersede any existing agreements between the parties containing general terms and conditions for repurchase transactions. Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement.

21. GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL

(a) This Agreement shall be governed by the laws of the State of New York without giving effect to the conflict of laws principles thereof THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK.

(b) Each party irrevocably and unconditionally (i) submits to the non-exclusive jurisdiction of any United States Federal or New York State court sitting in New York County, and any appellate court from any such court, solely for the purpose of any suit, action or proceeding brought to enforce its obligations under this Agreement or relating in any way to this Agreement or any Transaction under this Agreement and (ii) waives, to the fullest extent it may effectively do so, any defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and any right of jurisdiction on account of its place of residence or domicile.

(c) The parties hereby irrevocably waive, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding and irrevocably consent to the service of any summons and complaint and any other process by the mailing of copies of such process to them at their respective address specified herein. The parties hereby agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Section 21 shall affect the right of Buyer to serve legal process in any other manner permitted by law or affect the right of Buyer to bring any action or proceeding against any Seller or its property in the courts of other jurisdictions.

(d) EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY INSTRUMENT OR DOCUMENT DELIVERED HEREUNDER OR THEREUNDER.

22. NO RELIANCE

Each of Buyer and each Seller hereby acknowledges, represents and warrants to the other that, in connection with the negotiation of, the entering into, and the performance under, the Transaction Documents and each Transaction thereunder:

(a) it is not relying (for purposes of making any investment decision or otherwise) upon any advice, counsel or representations (whether written or oral) of the other party to the Transaction Documents, other than the representations expressly set forth in the Transaction Documents.

(b) it has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisors to the extent that it has deemed necessary, and it has made its own investment, hedging and trading decisions (including decisions regarding the suitability of any Transaction) based upon its own judgment and upon any advice from such advisors as it has deemed necessary and not upon any view expressed by the other party;

(c) it is a sophisticated and informed Person that has a full understanding of all the terms, conditions and risks (economic and otherwise) of the Transaction Documents and each Transaction thereunder and is capable of assuming and willing to assume (financially and otherwise) those risks;

(d) it is entering into the Transaction Documents and each Transaction thereunder for the purposes of managing its borrowings or investments or hedging its underlying assets or liabilities and not for purposes of speculation; and

(e) it is not acting as a fiduciary or financial, investment or commodity trading advisor for the other party and has not given the other party (directly or indirectly through any other Person) any assurance, guaranty or representation whatsoever as to the merits (either legal, regulatory, tax, business, investment, financial accounting or otherwise) of the Transaction Documents or any Transaction thereunder.

23. INDEMNITY; JOINT AND SEVERAL LIABILITY

(a) Each Seller hereby agrees to indemnify Buyer and each of its officers, directors, employees and agents (“ Indemnified Parties ”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, fees, reasonable and documented out-of-pocket costs and expenses (including, without limitation reasonable attorney’s fees and disbursements) suffered or incurred by the Indemnified Parties (all of the foregoing, collectively “ Indemnified Amounts ”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions thereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided , that no Seller shall be liable for Indemnified Amounts resulting from the gross negligence or willful misconduct of any Indemnified Party. Without limiting the generality of the foregoing, each Seller agrees to hold Indemnified Parties harmless from and indemnify the Indemnified Parties against all Indemnified Amounts with respect to all Purchased Loans relating to or arising out of any violation or alleged violation of ERISA, any Environmental Law, rule or regulation or any consumer credit laws, including without limitation the Truth in Lending Act and/or the Real Estate Settlement Procedure Act, that, in each case, results from anything other than Indemnified Parties’ gross negligence or willful misconduct. In any suit, proceeding or action brought by Indemnified Parties in connection with any Purchased Loan for any sum owing thereunder, or to enforce any provisions of any Purchased Loan, the applicable Seller will save, indemnify and hold Indemnified Parties harmless from and against any reasonable out-of-pocket expense (including, without limitation, reasonable attorneys’ fees and expenses), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by such Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from such Seller. Each Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or the preservation of Buyer’s rights under this Agreement or any Transaction contemplated hereby, including without limitation the reasonable fees and disbursements of its outside counsel. Each Seller hereby acknowledges that,

the obligations of such Seller hereunder are a recourse obligation of such Seller. This Section 23 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

(b) Notwithstanding anything herein contained to the contrary, each Seller hereby acknowledges and agrees that all representations, covenants and obligations of any Seller under this Agreement or under any other Transaction document shall be joint and several obligations of the Sellers.

24. DUE DILIGENCE

Each Seller acknowledges that Buyer has performed due diligence reviews and, at reasonable times and upon reasonable prior notice, has the right to perform continuing due diligence reviews with respect to the applicable Purchased Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise. Each Seller agrees that upon reasonable prior notice to such Seller, Buyer or Buyer’s authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Loan Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Loans in the possession or under the control of such Seller, any servicer or any subservicer (provided that, unless an Event of Default has occurred and is continuing, or unless Buyer has a commercially reasonable basis for doing so, Buyer shall not be permitted to conduct more than one (1) such review during any calendar year). Each Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Files and the applicable Purchased Loans. Without limiting the generality of the foregoing, each Seller acknowledges that Buyer may enter into Transactions with such Seller based solely upon the information provided by such Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time, either itself or through its authorized representative, to conduct a partial or complete due diligence review on some or all of the Purchased Loans. Buyer may underwrite such Purchased Loans itself or engage a third party underwriter to perform such underwriting. Each Seller agrees to reasonably cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Loans in the possession, or under the control, of such Seller. Each Seller further agrees that such Seller shall reimburse Buyer for any and all reasonable and documented out-of-pocket costs and expenses incurred by Buyer in connection with Buyer’s due diligence reviews with respect to the Purchased Loan incurred pursuant to this Section 24 , including, without limitation, reasonable attorneys’ fees and expenses (provided that, the due diligence conducted in connection with the initial purchase of an Eligible Loan shall be limited to the Underwriting Fee).

25. SERVICING

(a) Notwithstanding use of expressions such as “Repurchase Date”, “Repurchase Price”, “margin” and “substitution”, which are used to reflect terminology used in the market for transactions of the kind provided for in this Agreement, it is hereby expressly acknowledged that the Servicing Rights relating to each Purchased Loan purchased by Buyer hereunder are sold,

assigned, and transferred by each Seller to Buyer along with such Purchased Loan; provided , however , that so long as no Event of Default has occurred and is continuing hereunder, Sellers or their Affiliates shall have the right to service and administer (or to cause Servicer to service and administer) the Purchased Loans in accordance with the terms and conditions of this Agreement.

(b) Each Seller agrees that Buyer is the owner of all servicing records, including but not limited to any and all Servicing Agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Loans (the “ Servicing Records ”) so long as the Purchased Loans are subject to this Agreement. Each Seller grants Buyer a security interest in all servicing fees and rights relating to the Purchased Loans and all Servicing Records to secure the obligation of such Seller or its designee to service in conformity with this Section 25 and any other obligation of such Seller to Buyer subject to any applicable Servicing Agreement. Each Seller covenants to safeguard such Servicing Records (if in its possession) and to deliver them promptly to Buyer or its designee at Buyer’s request.

(c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) subject to Section 15, sell its right to the Purchased Loans on a servicing released basis or (ii) terminate any servicer or any sub-servicer of the Purchased Loans with or without cause, in each case without payment of any termination fee. Notwithstanding any provision of this Agreement to the contrary, upon the occurrence of an Event of Default, Buyer shall have sole control over all decisions, approvals or determinations made with respect to the servicing and administration of the Purchased Loans and the exercise of all rights and remedies with respect to the Purchased Loans and the related loan and securitization documents evidencing and securing the Purchased Loans.

(d) As of the date hereof, no third party Servicer has been engaged to service any of the Purchased Loans. Sellers may engage a third party Servicer; provided that (i) Sellers have delivered (x) notice of its intention to engage such Servicer to Buyer at least thirty (30) days prior to the effective date of such engagement, (y) such Servicer shall have been approved Buyer prior to the effective date of such engagement and (z) Sellers, Buyer and such Servicer enter into a tri-party Servicing Agreement in form and substance reasonably satisfactory to Buyer.

(e) With respect to each Purchased Loan, the applicable Seller shall deliver (or cause the Servicer to deliver) to the administrative agent or servicer of the Loan under the related Loan Documents, a payment direction letter (the “ Payment Direction Letter ”) in the form attached hereto as Exhibit X to this Agreement (or such other evidence acceptable to Buyer), which may be delivered by electronic mail or other electronic means instructing such administrative agent or servicer of the Loan under the related Loan Documents to deposit all amounts payable under the related Purchased Loan to the Cash Management Account and shall provide to Buyer proof of such delivery and a copy of such Payment Direction Letter.

26. MISCELLANEOUS

(a) Time is of the essence under the Transaction Documents and all Transactions thereunder and all references to a time shall mean New York time in effect on the date of the action unless otherwise expressly stated in the Transaction Documents.

(b) All rights, remedies and powers of Buyer hereunder and in connection herewith are irrevocable and cumulative, and not alternative or exclusive, and shall be in addition to all other rights, remedies and powers of Buyer whether under law, equity or agreement. In addition to the rights and remedies granted to it in this Agreement, to the extent that this Agreement is determined to create a security interest, Buyer shall have all rights and remedies of a secured party under the UCC.

(c) The Transaction Documents may be executed in counterparts, each of which so executed shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument. Delivery by facsimile or other electronic transmission (including “pdf”) of an executed counterpart of a signature page to this Agreement and each other Transaction Document shall be effective as delivery of an original executed counterpart of this Agreement and such other Transaction Documents.

(d) The headings in the Transaction Documents are for convenience of reference only and shall not affect the interpretation or construction of the Transaction Documents.

(e) Without limiting the rights and remedies of Buyer under the Transaction Documents, Sellers shall pay Buyer’s reasonable and documented actual out-of-pocket costs and expenses, including reasonable fees and expenses of accountants, attorneys and advisors, incurred in connection with the preparation, negotiation, execution and consummation of, and any amendment, supplement or modification to, the Transaction Documents and the Transactions thereunder (subject to any limitations set forth in the Fee Letter). Each Seller agrees to pay Buyer on demand all reasonable and documented actual out-of-pocket costs and expenses (including reasonable expenses for legal services of every kind) of any subsequent enforcement of any of the provisions hereof, or of the performance by Buyer of any obligations of such Seller in respect of the applicable Purchased Loans, or any actual or attempted sale, or any exchange, enforcement, collection; compromise or settlement in respect of any of the Collateral and for the custody, care or preservation of the Collateral (including insurance costs) and defending or asserting rights and claims of Buyer in respect thereof, by litigation or otherwise. In addition, each Seller agrees to pay Buyer on demand all reasonable and documented actual out-of-pocket costs and expenses (including reasonable expenses for legal services) incurred in connection with the maintenance of the Cash Management Account and registering the Collateral in the name of Buyer or its nominee.

(f) Each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or be invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

(g) Intentionally Omitted .

(h) This Agreement, the Fee Letter and each Confirmation contains a final and complete integration of all prior expressions by the parties with respect to the subject matter hereof and thereof and shall constitute the entire agreement among the parties with respect to such subject matter, superseding all prior oral or written understandings.

(i) The parties understand that this Agreement is a legally binding agreement that may affect such party’s rights. Each party represents to the other that it has received legal advice from counsel of its choice regarding the meaning and legal significance of this Agreement and that it is satisfied with its legal counsel and the advice received from it.

(j) Should any provision of this Agreement require judicial interpretation, it is agreed that a court interpreting or construing the same shall not apply a presumption that the terms hereof shall be more strictly construed against any Person by reason of the rule of construction that a document is to be construed more strictly against the Person who itself or through its agent prepared the same, it being agreed that all parties have participated in the preparation of this Agreement.

(k) Any notice, acknowledgment, statement or certificate (including, without limitation, any Confirmation) given by Buyer to any Seller shall be effective as, and shall be deemed to be, a notice, acknowledgment, statement or certificate given to such Seller. Buyer may, without necessity of any inquiry, rely solely upon any notice, acknowledgment, statement or certificate of any of (1) any Seller or (2) any authorized representative of any Seller set forth on Exhibit II or otherwise designated by such Seller from time to time. Any disbursements of funds to Sellers provided for in Article 6 of this Agreement or otherwise in this Agreement or the Transaction Documents shall be deemed properly made to Sellers if disbursed to any Seller or its designee.

27. INTENT

(a) Buyer and Sellers intend (a) for each Transaction to qualify for the safe harbor treatment provided by the Bankruptcy Code and for Buyer to be entitled to all of the rights, benefits and protections afforded to Persons under the Bankruptcy Code with respect to a “securities contract” as defined in Section 741(7) of the Bankruptcy Code and that payments under this Agreement are deemed “margin payments” or “settlement payments,” as defined in Section 101 of the Bankruptcy Code, (b) for the grant of a security interest set forth in Section 7 to also be a “securities contract” as defined in Section 741(7)(A)(xi) of the Bankruptcy Code, and (c) that Buyer (for so long as Buyer is a “financial institution,” “financial participant” or other entity listed in Section 555, 559 or 362(b)(6) of the Bankruptcy Code) shall be entitled to the “safe harbor” benefits and protections afforded under the Bankruptcy Code with respect to a “securities contract,” including (x) the rights, set forth in Article 15 and in Section 555, 559 and 561 of the Bankruptcy Code, to liquidate the Purchased Loans and terminate this Agreement, and (y) the right to offset or net out as set forth in herein and in Section 362(b)(6) of the Bankruptcy Code.

(b) Buyer and Sellers acknowledge and agree that Buyer’s right to liquidate Purchased Loans delivered to it in connection with Transactions hereunder or to exercise any other remedies pursuant to Article 15 and as otherwise provided in the Transaction Documents is a contractual right to liquidate such Transactions as described in Section 555, 559 and 561 of the Bankruptcy Code.

(c) Buyer and Sellers acknowledge and agree that if either Buyer or any Seller is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act (“ FDIA ”), then each Transaction hereunder is a “qualified financial contract,” as that term is defined in FDIA and any rules, orders or policy statements thereunder (except insofar as the type of assets subject to such Transaction would render such definition inapplicable).

(d) Buyer and Sellers acknowledge and agree that this Agreement constitutes a “netting contract,” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“ FDICIA ”), and each payment entitlement and payment obligation under any Transaction shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation,” respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution,” as that term is defined in FDICIA). Buyer and Sellers expressly represent, warrant, acknowledge and agree that this Agreement constitutes a “master netting agreement,” as defined in Section 101(38A) of the Bankruptcy Code.

(e) Notwithstanding anything else in this Agreement (including Sections 7(a) , 8(a) or 9(a) ) or any Transaction Document to the contrary, Buyer (including each Buyer assignee) and Sellers agree that each intend for purposes of U.S. federal, state and local income taxes to treat each Transaction as indebtedness of Sellers that is secured by the Purchased Loans, and the Purchased Loans as owned by Sellers in the absence of an Event of Default by a Seller and the corresponding foreclosure on any such Purchased Loan by Buyer. Buyer (and such Buyer assignee) and Sellers each agrees to treat and report for all U.S. federal, state and local income tax purposes the Transactions entered into hereunder as one or more loans from Buyer (or such Buyer assignee) to Sellers secured by the Purchased Loans, and to take no action inconsistent with this treatment, unless required by (a) law, (b) a final administrative determination by any U.S. federal, state or local taxing authority or (c) any regulatory authority, or any non-U.S. taxing authority. Guarantor may cause to be delivered to the Buyer Agent on an annual basis, a statement certified in writing by each Seller setting forth, as of the date of such statement, the portion owed by each Seller of the outstanding aggregate Repurchase Price for all Purchased Loans subject to Transactions under the Transaction Documents, which statement shall be in accordance with the books and records kept by each Seller (a “ Sellers Allocation Statement ”)

28. CHANGE IN CIRCUMSTANCES

(a) Taxes .

(i) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes .

(A) Any and all payments by or on account of any Facility Obligation of any Seller or Guarantor hereunder or under any other Transaction Document shall be made free and clear of and without deduction or withholding for any Taxes, except as required by applicable Requirements of Law. If any applicable Requirements of Law require the deduction or withholding of any Tax from any such payment by Buyer Agent, any Seller or Guarantor (as applicable, and as determined in the good faith discretion of such applicable withholding agent), then Buyer Agent,

such Seller, or Guarantor (as applicable) shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (v) below.

(B) If any Seller, Guarantor or Buyer Agent (as applicable) shall be required by a Requirement of Law to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment by or on account of any Facility Obligation of any Seller or Guarantor hereunder or under any other Transaction Document, then: (1) such Seller, Guarantor or Buyer Agent (as applicable) shall withhold or make such deductions as are determined by Buyer to be required based upon the information and documentation it has received pursuant to subsection (v) below; (2) such Seller, Guarantor or Buyer Agent (as applicable) shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with any applicable Requirement of Law; and (3) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by such Seller or Guarantor shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 28(a) ) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

(ii) Payment of Other Taxes by Sellers . Without limiting the provisions of subsection (i) above, each Seller shall timely pay to the relevant Governmental Authority in accordance with applicable Requirements of Law, or at the option of Buyer Agent, timely reimburse it for the payment of, any Other Taxes.

(iii) Tax Indemnifications .

Each Seller shall, and does hereby, indemnify each Recipient, and shall make payment in respect thereof within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered to such Seller by Buyer, shall be conclusive absent manifest error.

(iv) Evidence of Payments . Upon request by Buyer Agent after any payment of Taxes by any Seller to a Governmental Authority as provided in this Section, such Seller shall deliver to Buyer Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by Requirements of Law to report such payment or other evidence of such payment reasonably satisfactory to Buyer Agent.

(v) Status of Buyer; Tax Documentation .

(a) If Buyer or any Person that acquires the rights and obligations of Buyer under this Agreement is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Transaction Document, the Buyer or such Person shall deliver to Sellers and Buyer Agent, at the time or times reasonably requested by any Seller or Buyer Agent, such properly completed and executed documentation reasonably requested by such Seller or Buyer Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, Buyer or any Person that acquires the rights and obligations of Buyer under this Agreement, if reasonably requested by any Seller, or Buyer Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by such Seller or Buyer Agent as will enable such Seller or Buyer Agent to determine whether or not Buyer or such Person is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than any such documentation set forth in subsection (b) hereof) shall not be required if in the Buyer or such Person’s reasonable judgment such completion, execution or submission would subject Buyer or such Person to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of Buyer or such Person.

(b) Without limiting the generality of the foregoing, if any Seller or Guarantor is a U.S. Person:

(A) Buyer and any Person that acquires the rights and obligations of Buyer under this Agreement that is a U.S. Person shall deliver to such Seller, Guarantor and Buyer Agent on or prior to the date on which such Person becomes a party to this Agreement (and from time to time thereafter upon the reasonable request of such Seller, Guarantor or Buyer Agent), executed copies of IRS Form W-9 certifying that Buyer is exempt from U.S. federal backup withholding tax;

(B) any Foreign Buyer shall, to the extent it is legally entitled to do so, deliver to such Seller, Guarantor and Buyer Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Buyer becomes a party under this Agreement (and from time to time thereafter upon the reasonable request of such Seller, Guarantor and Buyer Agent), whichever of the following is applicable:

(a) in the case of a Foreign Buyer claiming the benefits of an income tax treaty to which the United States is a party: (x) with respect to payments of interest under any Transaction Document, executed copies of IRS Form W-8BEN or W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty; and (y) with respect to any other applicable payments under any Transaction

Document, executed copies of IRS Form W-8BEN or W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(b) executed copies of IRS Form W-8ECI;

(c) in the case of a Foreign Buyer claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code; (x) a certificate substantially in the form of Exhibit XI-A to the effect that such Foreign Buyer is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of such Seller or Guarantor within the meaning of Section 871(h)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “ U.S. Tax Compliance Certificate ”); and (y) executed copies of IRS Form W-8BEN or W-8BEN-E; or

(d) to the extent a Foreign Buyer is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit XI-B or Exhibit XI-C , IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Buyer is a partnership and one or more direct or indirect partners of such Foreign Buyer are claiming the portfolio interest exemption, such Foreign Buyer may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit XI-D on behalf of each such direct and indirect partner;

(C) any Foreign Buyer shall, to the extent it is legally entitled to do so, deliver to such Seller, Guarantor and Buyer Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Buyer becomes a party under this Agreement (and from time to time thereafter upon the reasonable request of such Seller, Guarantor and Buyer Agent), executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit such Seller, Guarantor and Buyer Agent to determine the withholding or deduction required to be made; and

(D) if a payment made to Buyer or any Person that acquires the rights and obligations of Buyer under this Agreement would be subject to U.S. federal withholding Tax imposed by FATCA if Buyer or such Person were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as

applicable), Buyer or such Person shall deliver to such Seller, Guarantor and Buyer Agent at the time or times prescribed by law and at such time or times reasonably requested by such Seller, Guarantor or Buyer Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by such Seller, Guarantor or Buyer Agent as may be necessary for such Seller, Guarantor and Buyer Agent to comply with their obligations under FATCA and to determine that Buyer or such Person has complied with such Person’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this clause (D) , “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(c) Buyer Agent shall deliver to the Sellers on or prior to the Closing Date (or, in the case of any successor Buyer Agent, on or prior to the date on which such successor Buyer Agent becomes the Buyer Agent under this Agreement) (and, to the extent it remains legally entitled to do so, from time to time thereafter upon the reasonable request of any Seller) executed copies of IRS Form W-9 certifying that such Buyer Agent is exempt from U.S. federal backup withholding tax or (x) executed copies of IRS Form W-8ECI with respect to any amounts payable to the Buyer Agent for its own account and (y) executed copies of IRS Form W-8IMY with respect to any amounts payable to the Buyer Agent for the account of others, certifying that it is a “U.S. branch,” that the payments it receives for the account of others are not effectively connected with the conduct of its trade or business within the United States and that it is using such form as evidence of its agreement with the Sellers to be treated as a U.S. Person with respect to such payments (and the Sellers and the Buyer Agent agree to so treat the Buyer Agent as a U.S. Person with respect to such payments as contemplated by Section 1.1441-1(b)(2)(iv) of the United States Treasury Regulations)

(d) Each Person providing documentation under this Section 28(a)(v) agrees that if any IRS form or related certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or related certification or promptly notify Sellers, Guarantor or Buyer Agent, as applicable, of its legal inability to do so.

(vi) Treatment of Certain Refunds . If any Recipient determines, in its sole discretion, exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified by any Seller or Guarantor, or with respect to which such Seller or Guarantor has paid additional amounts pursuant to this Section, it shall promptly notify such Seller or Guarantor of such refund and promptly pay to such Seller or Guarantor, as applicable, an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by such Seller or Guarantor under this Section 28 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by such Recipient, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that such Seller or Guarantor, upon the request of such Recipient, agree to repay the amount paid over to any

such Seller or Guarantor pursuant to this subsection (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to such Recipient in the event such Recipient is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this subsection, in no event will the applicable Recipient be required to pay any amount to such Seller or Guarantor pursuant to this subsection the payment of which would place the Recipient in a less favorable net after-Tax position than such Recipient would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection shall not be construed to require the Recipient to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to any Seller, Guarantor or any other Person.

(vii) Survival . Each party’s obligations under this Section shall survive the resignation or replacement of the Buyer Agent or any assignment of rights by Buyer, the termination of the Facility and the repayment, satisfaction or discharge of all other Facility Obligations.

(b) Illegality . If Buyer determines that any Change in Law, or in the interpretation or application thereof shall make it unlawful for Buyer to effect Transactions as contemplated by the Transaction Documents, (i) the commitment of Buyer hereunder to enter into new Transactions and to continue Transactions as such, or to make any Subsequent Purchase or pay the Supplemental Purchase Price, shall forthwith be canceled, and (ii) the outstanding Transactions shall, at Buyer’s discretion, be converted automatically to Alternative Rate Transactions, for which the Pricing Rate shall be the Alternative Rate, on the last day of the then current Pricing Rate Period or within such earlier period as may be required by law. Notwithstanding the foregoing, Buyer shall not convert any Transaction hereunder to the Alternative Rate unless Buyer is also converting the interest rate or pricing rate to the Alternative Rate for its similarly situated customers under similar repurchase and credit facilities and Buyer’s method of determining any amount payable to Buyer pursuant to the immediately preceding sentence shall be substantially the same as the method used by Buyer in implementing similar provisions for similarly situated customers under credit and repurchase facilities similar to the Facility. 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, the applicable Seller shall pay to Buyer such amounts, if any, as may be required pursuant to this Section 28(b) of this Agreement. Each Seller shall indemnify Buyer and hold Buyer harmless from any loss or expense (not to include any lost profit or opportunity) (including, without limitation, reasonable attorneys’ fees and disbursements) which Buyer may sustain or incur as a consequence of (x) default by such Seller in terminating any Transaction after such Seller has given a notice in accordance with Section 3(h) of a termination of a Transaction or (y) default by such Seller in selling Eligible Loans after such 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.

(c) Inability to Determine Rates . (i) If, prior to the first day of any Pricing Rate Period with respect to any Transaction, Buyer determines (which determination shall be conclusive absent manifest error) that: (A) Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable amount for the Pricing Rate Period; (B) adequate and reasonable means do not exist for determining the LIBO Rate for the Applicable Maturity for

such Pricing Rate Period; or (C) the LIBO Rate for the Applicable Maturity does not adequately and fairly reflect the cost to Buyer of making or maintaining Transactions or such Pricing Rate Period, Buyer shall deliver notice of such determination to the applicable Seller. Thereafter, the Pricing Rate with respect to such Transaction for such Pricing Rate Period, and for any subsequent Pricing Rate Period until notice from Buyer has been withdrawn, shall be the Alternative Rate, if an Alternative Index has been established and adopted by Buyer or, if an Alternative Index has not been established and adopted by Buyer, then the Pricing Rate shall be the Base Rate; provided , that Buyer shall not convert any Transaction hereunder to the Alternative Rate or the Base Rate unless Buyer is also converting the interest rate or pricing rate to the Alternative Rate or the Base Rate for its similarly situated customers under similar repurchase and credit facilities and Buyer’s method of determining any amount payable to Buyer pursuant to this clause (c)(i) shall be substantially the same as the method used by Buyer in implementing similar provisions for similarly situated customers under credit and repurchase facilities similar to the Facility. Until the Alternative Index is determined and adopted by Buyer, the Pricing Rate shall be determined by reference to the Base Rate.

(ii) If at any time (A) Buyer determines (which determination shall be conclusive absent manifest error) that the circumstances set forth in Section 28(c)(i)(A) or (B) above have arisen (including, in the case of Section 28(c)(i)(B) , without limitation, because the LIBO Screen Rate is not available or published on a current basis) and such circumstances are unlikely to be temporary or (B) the supervisor for the administrator of the LIBO Rate or a Governmental Authority having jurisdiction over Buyer has made a public statement identifying a specific date after which the LIBO Rate shall no longer be used for determining interest rates for loans, then the Pricing Rate in respect of all Transactions hereunder shall be determined on the basis of the Alternative Rate.

For purposes of this Section 28(c), “ Base Rate ” means, for any day, the rate per annum (rounded upward, if necessary, to the next 1/16 of 1%) equal to the lesser of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus ½ of 1% (or, in each case, if such day is not a Business Day the immediately preceding Business Day). “ Prime Rate ” means, for any day, a rate per annum that is equal to the corporate base rate of interest established by Buyer from time to time and may not necessarily represent the lowest or best rate actually available. Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective as of the opening of business on the day such change in the Prime Rate or the Federal Funds Effective Rate, respectively, becomes effective.

(d) Increased Costs Generally . If there shall be any Change in Law after the date hereof which shall have the effect of imposing on Buyer (or, other than with respect to any Tax, Buyer’s holding company) any increase or expansion of or any new: Tax (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes”, and (C) Connection Income Taxes), charge, fee, assessment or deduction of any kind whatsoever, or reserve, capital adequacy, special deposits or similar requirements against credit extended by, assets of, or deposits with or for the account of Buyer or other conditions affecting the extensions of credit under this Agreement; then Sellers or Guarantor shall pay to Buyer such additional amount as Buyer deems necessary to compensate Buyer for any increased cost to Buyer attributable to the extension(s) of credit under this Agreement and/or for any reduction in the rate of return on Buyer’s capital and/or Buyer’s revenue attributable to such extension(s) of credit under

this Agreement; provided that Buyer shall not require Seller to pay any additional amount under this Section 28(d) unless Buyer is also requiring payment of such amounts by all of its similarly situated customers under all similar repurchase and credit facilities and Buyer’s method of determining any amount payable to Buyer pursuant to this clause (d) shall be substantially the same as the method used by Buyer in implementing similar provisions for all similarly situated customers under all credit and repurchase facilities similar to the Facility.

(e) Delay in Requests. If Buyer becomes entitled to claim any additional amounts pursuant to this Section 28 , it shall promptly notify each Seller of the event by reason of which it has become so entitled within one hundred and eighty (180) days after becoming aware thereof (the “ Change in Circumstance Notice ”). A certificate as to any additional amounts payable pursuant to this Section submitted by Buyer to Sellers shall be included in the Change in Circumstance Notice setting forth the basis of calculation therefor and conclusive in the absence of manifest error, and such amount(s) shall be payable within ten (10) days of demand and, if recurring, as otherwise billed by Buyer. Each Seller shall pay such additional amounts on demand. Failure or delay on the part of Buyer to demand compensation pursuant to the foregoing provisions of this Section 28 shall not constitute a waiver of Buyer’s right to demand such compensation; provided that Seller shall not be required to pay any additional amounts arising from any event occurring more than one hundred and eighty (180) days prior to such notice from Buyer.

(f) LIBO Rate Changes. Notwithstanding anything herein to the contrary, Buyer’s method of determining any amount payable by Buyer due to an adjustment of the LIBO Rate for any reserve requirement or any subsequent costs arising from a change in government regulation (as set forth in the definition of LIBO Rate) shall be substantially the same as the method used by Buyer in implementing similar provisions for similarly situated customers under credit and repurchase facilities similar to the Facility.

(g) Mitigation . If any Buyer requests compensation under Section 28 , or requires any Seller or Guarantor to pay any Indemnified Taxes or additional amounts to Buyer or any Governmental Authority for the account of any Buyer pursuant to Section 28 , it shall use reasonable efforts (consistent with legal and regulatory restrictions) to change the jurisdiction of its applicable lending office or file any certificate or document, if, in the reasonable judgment of such Buyer, such action would avoid the need for or reduce the amount of any such Taxes and would not subject such Buyer to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Buyer. Each Seller hereby agrees to pay all reasonable and documented costs and expenses incurred by any such Person in connection with any such action.

29. ACKNOWLEDGEMENT AND CONSENT TO BAIL-IN OF EEA FINANCIAL INSTITUTIONS

Notwithstanding anything to the contrary in any Transaction Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Buyer that is an EEA Financial Institution arising under any Transaction Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender that is an EEA Financial Institution; and

(b) the effects of any Bail-In Action on any such liability, including, if applicable:

(i) a reduction in full or in part or cancellation of any such liability;

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Transaction Document; or

(iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority;

in each case, to the extent that, at the time, the foregoing shall be the general policy or practice of such EEA Financial Institution with respect to similarly situated customers under comparable provisions of similar agreements; provided that nothing in this Section 29 shall require any EEA Financial Institution to disclose any confidential information related to similarly situated customers, comparable provisions of similar agreements or otherwise.

30. BUYER AS AGENT OR LENDER OF RECORD ON RELATED LOANS

If Buyer’s Agent or its Affiliate is a lender of record or repurchase facility buyer or lender under any other repurchase facility or credit facility with respect to any Loan related to any Purchased Loan hereunder, then notwithstanding anything to the contrary in this Agreement or any other Transaction Document, (a) any and all financial statements and reports, notices, and other documents and information with respect to such Purchased Loan, the related Loan Documents, any related Underlying Obligor or Mortgaged Property required to be delivered by Sellers under this Agreement or any other Transaction Document that has otherwise been delivered or made available to Buyer’s Agent or its Affiliate as a lender of record or repurchase facility buyer or lender under any credit facility with respect to the Loan related to such Purchased Loan, shall be deemed to have been delivered by Sellers for all purposes hereunder and under the Transaction Documents and (b) with respect to any Material Purchased Loan Modification or other matter relating to any Purchased Loan requiring the consent or approval of Buyer or Buyer’s Agent hereunder, if Buyer’s Agent or its Affiliate shall have consented to or approved of such Material Purchased Loan Modification or other matter as a lender of record or as repurchase facility buyer or lender under any other repurchase facility or credit facility with respect to the Loan related to such Purchased Loan, then Buyer or Buyer’s Agent, as applicable, shall be deemed to have consented to or approved of such Material Purchased Loan Modification or other matter hereunder. Buyer or Buyer’s Agent shall use reasonable efforts to give notice to Sellers of its consent or approval of any such Material Purchased Loan Modification or other

matter with respect to any Loan related to a Purchased Loan hereunder under any other repurchase facility or credit facility.

[ Signatures follow on next page ]

IN WITNESS WHEREOF, the parties have executed this Master Repurchase and Securities Contract as of the 6 th day of February 2019.

BUYER :

MUFG BANK, LTD.

By:	/s/ Matt Stratton
Name:	Matt Stratton
Title:	Managing Director

BUYER AGENT :

MUFG BANK, LTD.

By:	/s/ Matt Stratton
Name:	Matt Stratton
Title:	Managing Director

[Signatures continue on the following page.]

Master Repurchase and Securities Contract


SELLER 1 :

SPT INFRASTRUCTURE FINANCE SUB-4, LLC ,

By:	/s/ Andrew J. Sossen
Name:	Andrew J. Sossen
Title:	Authorized Signatory

SELLER 2 :

SPT INFRASTRUCTURE FINANCE SUB-4 (DT), LLC ,

By:	/s/ Andrew J. Sossen
Name:	Andrew J. Sossen
Title:	Authorized Signatory

SELLER 3 :

EXECUTED as a DEED by
SPT INFRASTRUCTURE FINANCE SUB-4 (OT), LTD. ,

By:	/s/ Andrew J. Sossen
Name:	Andrew J. Sossen
Title:	Authorized Signatory

Master Repurchase and Securities Contract

SCHEDULE 1

Letters of Credit Purchase Price Adjustments

Initial Purchase Price and Letters of Credit mechanics will conform to the following terms: Committed LC’s will reduce the LC Sublimit by the face amount of the Letter of Credit multiplied by the Maximum Advance Rate. For Issued LC’s, the face amount of the Letter of Credit shall count against the LC Sublimit. Upon issuance of a Letter of Credit, the Initial Purchase Price for the applicable Purchased Loan, which was not a Letter of Credit, will be reduced by the amount that results from the difference between (i) the face amount of the Letter of Credit, and (ii) the product of (a) the face amount of the Letter of Credit and (b) the Maximum Advance Rate, such difference being the “haircut amount”.

For example, on a Purchased Loan with a principal amount of $100mm and a $10mm Committed LC (unissued), the applicable Seller would be entitled to an initial maximum Purchase Price of $90.75mm, consisting of $82.5mm ($100mm x 82.5%) as a cash advance and $8.25mm ($10mm x 82.5%) as a Committed LC. Upon issuance of a Letter of Credit, such Seller would be entitled to an initial maximum Purchase Price of $90.75mm, consisting of $80.75mm ($100mm x 82.5% – $1.75mm haircut amount) as a cash advance and $10mm as an Issued LC. If Buyer later advances 100% of the face amount of the Letter of Credit, the maximum Purchase Price for the Purchased Loan would be $90.75mm, consisting of $90.75mm ($100mm x 82.5%) + ($10mm x 82.5%) as a cash advance of the Repurchase Price for such Purchased Loan. Such Seller will sell and assign the Letter of Credit reimbursement obligation from the Underlying Obligor on the Purchase Date (and upon a draw under the Letter of Credit to or on behalf of the Underlying Obligor, the Purchased Loan Outstanding Principal Balance will be increased by the amount of such reimbursement obligation from the Underlying Obligor).

SCHEDULE 1 – Page 1

ANNEX I

Names and Addresses for Communications between Parties

Buyer :

MUFG Bank, Ltd.

1221 Avenue of the Americas,

New York, NY 10020

Attention: Matt Stratton

Telephone: 212-782-4212

With copies to:

MUFG Bank, Ltd.

1221 Avenue of the Americas,

New York, NY 10020

Attention: Cecile Lopez Mora

Telephone: 212-782-6434

Buyer Agent :

MUFG Bank, Ltd.

1221 Avenue of the Americas,

New York, NY 10020

Attention: Matt Stratton

Telephone: 212-782-4212

With copies to:

MUFG Bank, Ltd.

1221 Avenue of the Americas,

New York, NY 10020

Attention: Cecile Lopez Mora

Telephone: 212-782-6434

Sellers:

Starwood Property Trust, Inc.

591 West Putnam Avenue

Greenwich, Connecticut 06830

Attn: General Counsel

Telephone: 203-422-8191

Facsimile No.: 203-422-8192

Exhibit I – Page 1

With a copy to:

Starwood Property Trust, Inc.

201 Merritt 7, 1 st Floor

Norwalk, Connecticut 06851

Attn: Haig Najarian

Telephone: 203-422-8191

And with a copy to:

Sidley Austin, LLP

787 Seventh Avenue

New York, New York 10019

Attention: Robert L. Boyd, Esq.

Facsimile No.: 212-839-5599

Exhibit I – Page 2

EXHIBIT I

FORM OF CONFIRMATION

CONFIRMATION STATEMENT

MUFG BANK, LTD.

Ladies and Gentlemen:

MUFG Bank, Ltd. is pleased to deliver our written CONFIRMATION of our agreement to enter into the Transaction pursuant to which MUFG Bank, Ltd. shall purchase from you the Eligible Loans identified in this Confirmation, pursuant to the Master Repurchase and Securities Contract (“ MRSC ”) between MUFG Bank, Ltd. (the “ Buyer ”), MUFG Bank, Ltd. (“ Buyer Agent ”), SPT Infrastructure Finance Sub-4, LLC, (“ Seller 1 ”), SPT Infrastructure Finance Sub-4 (DT), LLC, (“ Seller 2 ”) and SPT Infrastructure Finance Sub-4 (OT), Ltd. (“ Seller 3 ”, and, together with Seller 1 and Seller 2, the “ Sellers ”), dated as of February 6, 2019 (the “ Repurchase Agreement ”: capitalized terms used herein without definition have the meanings given in the Agreement), as follows below and on the attached Appendix 1:

Purchase Date:		____________
Repurchase Date:
Purchased Loan: Advance Rate: Maximum Advance Rate:		As identified on attached Appendix 1 ____________% 82.5%

Initial Purchase Price:		As identified on attached Appendix 1
Pricing Rate:		[One][two][three][six] 1 month LIBOR plus [_____]% (the “ Applicable Margin ”)
Repurchase Price: Other Covenants (financial or otherwise):

1 Select as applicable.

Exhibit I – Page 3

Name and address for communications:

Buyer :

MUFG Bank, Ltd.

1221 Avenue of the Americas

New York, NY 10020

Attention: Matt Stratton

Telephone: 212-782-4212

Seller:

[__________________________]

c/o Starwood Property Trust, Inc.

591 West Putnam Avenue

Greenwich, Connecticut 06830

Attn: General Counsel

Telephone: [____________________]

Telecopy: (203) 422-8192

All of the Transaction Conditions Precedent have been satisfied or, to the extent reflected on Exhibit A to this Confirmation, waived by Buyer. Any conditions to any such waivers shall be set forth on such Exhibit A.

The Loan described in Appendix 1 to this Confirmation is an Eligible Loan and all of the representations and warranties contained in the Repurchase Agreement (including Exhibit VI to the Repurchase Agreement as applicable to such Purchased Loan) are true and correct except 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), subject to any exceptions identified on Appendix 1.

No Default or Event of Default exists on the date hereof nor will exist as a result of the Transaction contemplated hereby.

After giving effect to such Transaction, the aggregate Repurchase Price for all Purchased Loans subject to Transactions outstanding does not exceed the Facility Amount.

[FUNDING ACCOUNT WIRING INSTRUCTIONS]

Exhibit I – Page 4

MUFG BANK, LTD.

By:
Name:
Title:


AGREED AND ACKNOWLEDGED:

[____________________], a [Delaware limited liability company]

By:
Name:
Title:

Exhibit I – Page 5

Appendix 1 to Confirmation

For each Eligible Loan, describe, as applicable:

(a)	Transaction Name
(b)	Borrower Name
(c)	Project Type
(d)	City, State
(g)	Maximum Commitment
(h)	Current Balance
(i)	Current Interest Rate
(j)	Initial Maturity Date
(k)	Extended Maturity Date (if applicable)
(l)	Detailed description of any Representation Exceptions (if any) – describe on separate page and cross-reference the related paragraph numbers in Exhibit VI to the Repurchase Agreement
(m)	Initial Purchase Price
(n)	Associated Letter of Credit

Appendix 1 – Page 1

EXHIBIT II

AUTHORIZED REPRESENTATIVES OF SELLERS

Name		Specimen Signature

Exhibit II – Page 1

EXHIBIT III

FORM OF CUSTODIAL DELIVERY

On this ____ of ________, 20[__], [______________] (“ Seller ”), as a Seller under that certain Master Repurchase and Securities Contract, dated as of February [___], 2019 (the “ Repurchase Agreement ”) between Seller, [SPT Infrastructure Finance Sub-4, LLC,][SPT Infrastructure Finance Sub-4 (DT), LLC][ and SPT Infrastructure Finance Sub-4 (OT), Ltd.] (collectively with Seller, the “ Sellers ”), MUFG Bank, Ltd. (“ Buyer ”) and MUFG Bank, Ltd. (“ Buyer Agent ”), does hereby deliver to [Buyer][[_____], as Buyer’s designee (“______”)], the Loan Files with respect to the Purchased Loans to be purchased by Buyer pursuant to the Repurchase Agreement and identified on Schedule I hereto.

With respect to the Loan Files delivered hereby, [Buyer][_____] shall review the Loan Files to ascertain delivery of the documents listed in Section 8(c) to the Repurchase Agreement.

Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Repurchase Agreement.

IN WITNESS WHEREOF, Seller has caused its name to be signed hereto by its officer thereunto duly authorized as of the day and year first above written.

__________________, a ______________

By:
Its:

Exhibit III – Page 1

SCHEDULE I

Schedule I – Page 1

EXHIBIT IV

DUE DILIGENCE CHECKLIST

1. Credit Request

2. Financing Documents

a. Term Sheet

b. Credit Agreement

c. Depository Agreement

d. Intercreditor Agreement

e. Pledge Agreement

f. Guarantee and Collateral Agreement

g. Form of Assignment and Assumption Agreement

h. LSTA Consent to Assignment

i. Security Agreement

j. Solvency Certificate

3. Lender Presentation

4. Lender Model

5. Material Project Documents

a. Hedge Documentation (ISDA, Guarantee, Confirmation)

b. Contractual Service Agreement

c. Gas Supply Documentation (Contract for Sale and Purchase of Natural Gas)

d. Asset Management Agreement

6. Consultant Reports

a. Market Consultant Report

b. Engineer Report

Exhibit VI – Page 1

c. Environmental Site Assessment

d. Energy Market Expert Report

e. Insurance Report

f. Local Counsel Due Diligence Memo

g. Legal Due Diligence Memo

h. Due Diligence Report Reliance Letter

7. Syndication Term Sheet

8. Confidential Information Memorandum

Exhibit VI – Page 2

EXHIBIT V

FORM OF POWER OF ATTORNEY

“Know All Men by These Presents, that [______________] (“ Seller ”), does hereby appoint MUFG Bank, Ltd. (“ Buyer ”), its attorney-in-fact to act in Seller’s name, place and stead in any way which Seller could do with respect to (i) the completion of the endorsements of the Purchased Loans [and the Assignments of Mortgages], [(ii) the recordation of the Assignments of Mortgages and other recordable Loan Documents] and (iii) the enforcement of Seller’s rights under the Purchased Loans purchased by Buyer pursuant to the Master Repurchase and Securities Contract dated as of February 6, 2019 (the “ Master Repurchase Agreement ”) between Seller, [SPT Infrastructure Finance Sub-4, LLC,][SPT Infrastructure Finance Sub-4 (DT), LLC][ and SPT Infrastructure Finance Sub-4 (OT), Ltd.] (collectively with Seller, the “ Sellers ”), Buyer and MUFG Bank, Ltd., in its capacity as Buyer Agent, and to take such other steps as may be necessary or desirable to enforce Buyer’s rights against the Purchased Loans, the related Loan Files and the Servicing Records to the extent that Seller is permitted by law to act through an agent. Capitalized terms used above that are not defined herein have the meaning assigned them in the Master Repurchase Agreement.

TO INDUCE ANY THIRD PARTY TO ACT HEREUNDER, SELLER HEREBY AGREES THAT ANY THIRD PARTY RECEIVING A DULY EXECUTED COPY OR FACSIMILE OF THIS INSTRUMENT MAY ACT HEREUNDER, AND THAT REVOCATION OR TERMINATION HEREOF SHALL BE INEFFECTIVE AS TO SUCH THIRD PARTY UNLESS AND UNTIL ACTUAL NOTICE OR KNOWLEDGE OF SUCH REVOCATION OR TERMINATION SHALL HAVE BEEN RECEIVED BY SUCH THIRD PARTY FROM BUYER, AND SELLER ON ITS OWN BEHALF AND ON BEHALF OF SELLER’S ASSIGNS, HEREBY AGREES TO INDEMNIFY AND HOLD HARMLESS ANY SUCH THIRD PARTY FROM AND AGAINST ANY AND ALL CLAIMS THAT MAY ARISE AGAINST SUCH THIRD PARTY BY REASON OF SUCH THIRD PARTY HAVING RELIED ON THE PROVISIONS OF THIS INSTRUMENT.

IN WITNESS WHEREOF Seller has caused this Power of Attorney to be executed and [delivered as deed] 2 this ___ day of _______________, 20__.

__________________, a ______________

By:
Its:

2 [Required only if granted by Seller 3]

Exhibit V – Page 1

EXHIBIT VI

REPRESENTATIONS AND WARRANTIES

REGARDING EACH PURCHASED LOAN

1. Eligible Loan; Ownership of Purchased Loans . Each Purchased Loan is an Eligible Loan that is a whole loan, a controlling or non-controlling participation or syndication interest therein. At the time of the sale, transfer and assignment to Buyer, the applicable Seller had good title to, and was the sole owner of, each Purchased Loan free and clear of any and all liens, charges, pledges, encumbrances, any other ownership interests on, in or to such Purchased Loan. Subject to delivery of notice to and/or obtaining the approval of the Underlying Obligor, administrative agent and/or any other Person as and to the extent required under the related Loan Documents, and upon completion of the assignee information therein and Buyer’s countersignature where applicable, Seller has full right and authority to sell, assign and transfer each Purchased Loan, and the assignment to Buyer constitutes a legal, valid and binding assignment of such Purchased Loan free and clear of any and all liens, pledges, charges or security interests of any nature encumbering such Purchased Loan.

2. Loan Document Status . Each related Loan Document executed by or on behalf of the related Underlying Obligor, guarantor or other obligor in connection with such Purchased Loan is the legal, valid and binding obligation of the related Underlying Obligor, guarantor or other obligor, as applicable, and is enforceable in accordance with its terms, except (i) as such enforcement may be limited by (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (b) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (ii) that certain provisions in such Loan Documents (including, without limitation, provisions requiring the payment of default interest, late fees or prepayment/yield maintenance fees, charges and/or premiums) are, or may be, further limited or rendered unenforceable by or under applicable law, but (subject to the limitations set forth in clause (i) above) such limitations or unenforceability will not render such Loan Documents invalid as a whole or materially interfere with the mortgagee’s realization of the principal benefits and/or security provided thereby.

Except as set forth in the immediately preceding sentences, there is no valid offset, defense, counterclaim or right of rescission available to the related Underlying Obligor with respect to any of the related Loan Documents and no right of rescission, set off, counterclaim or defense has been asserted with respect thereto, including, without limitation, any such valid offset, defense, counterclaim or right based on fraud by Seller in connection with the origination of the Purchased Loan.

3. Mortgage Status; Waivers and Modifications . Since origination and except by written instruments set forth in the related Loan File (a) the material terms of any Mortgage, Purchased Loan guaranties, and related Loan Documents have not been waived, impaired, modified, altered, satisfied, canceled, subordinated or rescinded in any respect that could reasonably be expected to have a material adverse effect on such Purchased Loan; (b) no related Mortgaged Property or any portion thereof has been released from the lien of the

Exhibit VI – Page 1

related Mortgage in any manner which materially interferes with the security intended to be provided by such Mortgage or the use or operation of the remaining portion of such Mortgaged Property; and (c) neither the related Underlying Obligor nor the related guarantor has been released from its material obligations under the Purchased Loan.

4. Condemnation . As of the date of origination and to the applicable Seller’s Knowledge as of the Purchase Date for any Purchased Loan, there is no proceeding pending, and, to such Seller’s Knowledge as of the date of origination and as of the Purchase Date, there is no proceeding threatened, for the total or partial condemnation of any related Mortgaged Property that would have a material adverse effect on the value, use or operation of the Mortgaged Property.

5. Actions Concerning Purchased Loan . There are no proceedings pending or, to the applicable Seller's Knowledge, threatened wherein any Underlying Obligor or guarantor of such Purchased Loan or any Governmental Authority has alleged that such Purchased Loan or the related Loan Agreement is illegal or unenforceable.

6. No Holdbacks . The principal balance as of the Initial Purchase Date of the Purchased Loan set forth on the Purchased Loan Schedule has been fully disbursed as of the Initial Purchase Date and, except where contemplated by the related Loan Documents, there is no requirement for future advances thereunder and as is reflected on the Confirmation.

7. Insurance . Each related Mortgaged Property is, and is required pursuant to the related Mortgage to be, insured by a property insurance policy providing coverage for loss in accordance with coverage found under a “special cause of loss form” or “all risk form” that includes replacement cost valuation issued by an insurer meeting the requirements of the related Loan Documents and having a claims-paying or financial strength rating of any one of the following: (i) at least “A-:VIII” from A.M. Best Company, (ii) at least “A3” (or the equivalent) from Moody’s Investors Service, Inc. or (iii) at least “A-” from Standard & Poor’s Ratings Service (collectively the “ Insurance Rating Requirements ”), in an amount (subject to a customary deductible) not less than the lesser of (1) the original principal balance of the Purchased Loan and (2) the full insurable value on a replacement cost basis of the improvements, furniture, furnishings, fixtures and equipment owned by the Underlying Obligor and included in the Mortgaged Property (with no deduction for physical depreciation), but, in any event, not less than the amount necessary or containing such endorsements as are necessary to avoid the operation of any coinsurance provisions with respect to the related Mortgaged Property.

If any material part of the improvements, exclusive of a parking lot, located on a Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency Management Agency as having special flood hazards, the related Underlying Obligor is required to maintain insurance, if available in the community in which the Mortgaged Property is located, in the amount sufficient to comply with all applicable rules and regulations promulgated pursuant to the National Flood Insurance Act of 1968 (or any amendment or successor act thereto).

The Mortgaged Property is covered, and required to be covered pursuant to the related Loan Documents, by a commercial general liability insurance policy issued by an insurer

Exhibit VI – Page 2

meeting the Insurance Rating Requirements including coverage for property damage, contractual damage and personal injury (including bodily injury and death) in amounts as are generally required by the applicable Seller for loans similar to the Purchased Loans, and in any event not less than $1 million per occurrence and $2 million in the aggregate.

The Loan Documents require insurance proceeds in respect of a property loss to be applied (a) to the repair or restoration of all or part of the related Mortgaged Property, (b) to the reinvestment of such proceeds in comparable assets as permitted by the Loan Documents, (c) to the payment of the outstanding principal balance of such Eligible Loan together with any accrued interest thereon, subject to the terms of the Loan Documents or (d) as otherwise set forth in the Loan Documents.

All premiums on all insurance policies referred to in this section required to be paid as of the Purchase Date have been paid, and such insurance policies name the lender(s) under the Purchased Loan and its successors and assigns (or an agent on behalf of the lender(s)) as a loss payee under a mortgagee endorsement clause or, in the case of the general liability insurance policy, as named or additional insured. Each related Purchased Loan obligates the related Underlying Obligor to maintain all such insurance (in some cases on a commercially reasonable basis) and, at such Underlying Obligor’s failure to do so, authorizes the lender(s) (or an agent on behalf of the lender(s)) to maintain such insurance at the Underlying Obligor’s cost and expense and to charge such Underlying Obligor for related premiums. All such insurance policies (other than commercial liability policies) require at least 10 days’ prior notice to the lender(s) (or an agent on behalf of the lender(s)) of termination or cancellation arising because of nonpayment of a premium and at least 30 days prior notice to the lender (s) (or an agent on behalf of the lender(s)) of termination or cancellation (or such lesser period, not less than 10 days, as may be required by applicable law) arising for any reason other than non-payment of a premium and no such notice has been received by such Seller.

8. Authorized to do Business . To the extent required under applicable law, as of the Purchase Date, each Underlying Obligor was authorized to transact and do business in the jurisdiction in which each related Mortgaged Property is located, or the failure to be so authorized does not materially and adversely affect the enforceability of such Purchased Loan by the Buyer.

9. Trustee under Deed of Trust . With respect to each Mortgage which is a deed of trust, as of the date of origination and, to the applicable Seller’s Knowledge, as of the Purchase Date, a trustee, duly qualified under applicable law to serve as such, currently so serves and is named in the deed of trust or has been substituted in accordance with the Mortgage and applicable law or may be substituted in accordance with the Mortgage and applicable law by the related mortgagee.

10. Licenses and Permits . Each Underlying Obligor covenants in the Loan Documents that it shall keep all material licenses, permits and applicable governmental authorizations necessary for its operation of the Mortgaged Property in full force and effect, except as would not reasonably be expected to result in a material adverse effect on the Underlying Obligor.

Exhibit VI – Page 3

11. Intentionally Omitted .

12. Financial Reporting . The Loan Documents require the Underlying Obligor to provide the holder of such Purchased Loan with annual financial reporting packages and, as applicable, quarterly or semi-annual reporting packages.

13. Floating Interest Rates . The interest rate of each Purchased Loan that bears interest at a floating rate of interest is based on LIBOR (or in the case of a Purchased Loan denominated in currencies other than U.S. Dollars, the LIBOR equivalent for the applicable currency) plus a margin (which interest rate may be subject to a minimum or “floor” rate); provided, however, that in certain circumstances (e.g., if a “base rate” is selected by the Underlying Obligor, or if LIBOR is unavailable, not permitted by law or has been replaced as a market floating rate index), the interest rate for a Purchased Loan may be based on (a)(i) a “base rate” (i.e., higher of (x) prime rate, (y) the sum of the federal funds rate plus up to an additional 0.50%, or (z) the sum of the one month LIBOR rate plus 1.00%) or (ii) an alternate index that has replaced LIBOR as the market index as determined by the administrative agent and all or a portion of the applicable lenders plus (b) a margin.

14. Intentionally Omitted .

15. Intentionally Omitted .

16. No Material Default; Payment Record . To the applicable Seller’s Knowledge, no Purchased Loan has been delinquent beyond any applicable grace or cure period (or if no grace or cure period is specified in the related Loan Documents, more than five (5) Business Days) in making required payments since origination, and as of the Purchase Date, no Purchased Loan is delinquent beyond any applicable grace or cure period (or if no grace or cure period is specified in the related Loan Documents, more than five (5) Business Days) in making required payments. To the applicable Seller’s Knowledge, there is (a) no material default, breach, violation or event of acceleration existing under the related Purchased Loan, or (b) no event (other than payments due but not yet delinquent) which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a material default, breach, violation or event of acceleration, which default, breach, violation or event of acceleration, in the case of either clause (a) or clause (b), materially and adversely affects the value of the Purchased Loan or the value, use or operation of the related Mortgaged Property; provided that this representation and warranty does not cover any default, breach, violation or event of acceleration that specifically pertains to or arises out of an exception scheduled to any other representation or warranty made by such Seller in this Exhibit VI.

17. Bankruptcy . To the applicable Seller’s Knowledge, as of the date of origination of the related Purchased Loan and as of the Purchase Date, (a) no Underlying Obligor or guarantor is a debtor in state or federal bankruptcy, insolvency or similar proceeding and (b) such Underlying Obligor has not experienced a material adverse change in its financial condition since the date of the most recent financial reporting package delivered to the applicable Seller.

18. Environmental Conditions . A Phase I environmental site assessment (or update of a

Exhibit VI – Page 4

previous Phase I and or Phase II site assessment) and, with respect to certain Purchased Loans, a Phase II environmental site assessment (collectively, an “ ESA ”) meeting ASTM requirements conducted by a reputable environmental consultant in connection with such Purchased Loan within 12 months prior to its origination date (or an update of a previous ESA was prepared), and such ESA either (i) did not identify the existence of recognized environmental conditions (as such term is defined in ASTM E1527-05 or its successor, hereinafter “ Environmental Condition ”) at the related Mortgaged Property or the need for further investigation with respect to any Environmental Condition that was identified, or (ii) if the existence of an Environmental Condition or need for further investigation was indicated in any such ESA, then at least one of the following statements is true: (A) an amount reasonably estimated by a reputable environmental consultant to be sufficient to cover the estimated cost to cure any material noncompliance with applicable environmental laws or the Environmental Condition has been escrowed by the related Underlying Obligor and is held or controlled by the related lender; (B) if the only Environmental Condition relates to the presence of asbestos-containing materials, radon in indoor air, lead based paint or lead in drinking water, and the only recommended action in the ESA is the institution of such a plan, an operations or maintenance plan has been required to be instituted by the related Underlying Obligor that can reasonably be expected to mitigate the identified risk or the related Loan Documents otherwise require the Underlying Obligor to maintain, remediate or abate such Environmental Condition in accordance with applicable Requirements of Law; (C) the Environmental Condition identified in the related environmental report was remediated or abated in all material respects prior to the date hereof, and, if and as appropriate, a no further action or closure letter was obtained from the applicable governmental regulatory authority (or the Environmental Condition affecting the related Mortgaged Property was otherwise listed by such governmental authority as “closed” or a reputable environmental consultant has concluded that no further action is required); (D) a secured creditor environmental policy or a pollution legal liability insurance policy that covers liability for the Environmental Condition was obtained from an insurer meeting the Insurance Rating Requirements; (E) a party not related to the Underlying Obligor was identified as the responsible party for such Environmental Condition; or (F) a party related to the Underlying Obligor having financial resources reasonably estimated to be adequate to address the situation is required to take action. To the applicable Seller’s Knowledge, except as set forth in the ESA, there is no Environmental Condition (as such term is defined in ASTM E1527-05 or its successor) at the related Mortgaged Property.

19. Purchased Loan Schedule . The information pertaining to each Purchased Loan which is set forth in the Purchased Loan Schedule to this Agreement is true and correct in all material respects as of the Purchase Date and contains all information required by this Agreement to be contained therein.

20. Cross-Collateralization . Each Purchased Loan that is cross-collateralized or cross-defaulted is cross-collateralized or cross-defaulted only with other Purchased Loans that are subject to Transactions under this Agreement.

21. Advance of Funds by the Applicable Seller . After origination, no advance of funds has been made by the applicable Seller to the related Underlying Obligor other than in

Exhibit VI – Page 5

accordance with the Loan Documents, and, to such Seller’s Knowledge, no funds have been received from any person other than the related Underlying Obligor or an affiliate for, or on account of, payments due on the Purchased Loan (other than as contemplated by the Loan Documents, such as, by way of example and not in limitation of the foregoing, amounts paid by third parties into a lender-controlled lockbox if required or contemplated under the related Loan Documents). Neither such Seller nor any Affiliate thereof has any obligation to make any capital contribution to any Underlying Obligor under a Purchased Loan.

22. Compliance with Anti-Money Laundering Laws . The applicable Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Purchased Loan, the failure to comply with which would have a material adverse effect on the Purchased Loan.

23. Affiliated Transactions . Neither the applicable Seller nor the Servicer are Affiliates of the Underlying Obligor with respect to such Purchased Loan.

24. Compliance with Law . To the applicable Seller’s Knowledge, the transfer of such Purchased Loan from the applicable Seller to Buyer would not violate any applicable Requirements of Law.

25. Free Assignability . Pursuant to the related Loan Documents with respect to such Purchased Loan, the Loan Documents require only usual and customary notice to and/or consents from the applicable Underlying Obligor, administrative agent and/or other Persons to effectuate the assignment and transfer of such Purchased Loan from Seller to Buyer.

26. Legal Capacity . To the Knowledge of the applicable Seller, as of the Purchase Date, the Underlying Obligor with respect to such Purchased Loan (and any guarantor of such Underlying Obligor's obligations thereunder), had full legal capacity to execute and deliver the Loan Agreement which creates such Purchased Loan and any other documents related thereto.

27. No Governmental Authority . As of the Purchase Date, the Underlying Obligor with respect to such Purchased Loan is not a Governmental Authority.

28. Maintenance and Repair . Such Purchased Loan requires the related Underlying Obligor to (a) pay all maintenance, repair, insurance and taxes, together with all other ancillary costs and expenses, with respect to the related Mortgaged Property, (b) maintain, preserve, protect and keep the related Mortgaged Property in good repair, working order and condition (ordinary wear and tear excepted) in accordance with customary industry practices and (c) maintain its equipment and spare parts inventory in accordance with customary industry practices.

29. Extension of Credit . Such Purchased Loan is not an extension of credit by the applicable Seller to the Underlying Obligor for the purpose of (a) making any past due principal, interest or other payments due on such Purchased Loan, (b) preventing such Purchased Loan or any other loan to the related Underlying Obligor from becoming past due or (c)

Exhibit VI – Page 6

preventing such Purchased Loan from becoming defaulted (other than refinancings not due to financial distress or reorganization of the related Underlying Obligor). For the avoidance of doubt, (i) the funding of any amounts into (or the posting of any letters of credit in respect of) escrows or reserves under the related Loan Documents, (ii) the funding or capitalization of any interest amounts under any construction or development loan under the related Loan Documents or (iii) the funding of any amount under a revolving credit facility under the related Loan Documents shall not be a breach of the foregoing representations.

30. Underlying Obligor . To the Knowledge of the applicable Seller, the Underlying Obligor with respect to such Purchased Loan, as of the origination date of the Purchased Loan, (a) was a business organization (and not a natural person) duly organized and validly existing under the laws of its jurisdiction of organization; and (b) did not enter into the Purchased Loan primarily for personal, family or household purposes.

Exhibit VI – Page 7

EXHIBIT VII

FORM OF SUBSEQUENT PURCHASE REQUEST

Pursuant to Section 3(k) of that certain Master Repurchase and Securities Contract, dated as of February 6, 2019 (as amended, supplemented or otherwise modified from time to time, the “ Repurchase Agreement ”), between MUFG Bank, Ltd. (“ Buyer ”), MUFG Bank, Ltd. (“ Buyer Agent ”), [_____________] (“ Seller ”), [SPT Infrastructure Finance Sub-4, LLC,][SPT Infrastructure Finance Sub-4 (DT), LLC][and SPT Infrastructure Finance Sub-4 (OT), Ltd.] (collectively with Seller, the “ Sellers ”), Seller hereby requests that Buyer make a Subsequent Purchase from Seller in an amount equal to the Subsequent Purchase Request set forth below with respect to the following Purchased Loan:

Request Date:

Purchased Loan Name:

Seller’s funded balance under Purchased Loan: $

Advance Rate: %

Maximum Advance Rate : 82.5%

Subsequent Advance: $

Subsequent Purchase Price: $

Funding Date:

Funding Account Number:

Capitalized terms used herein without definition have the meanings given in the Repurchase Agreement.

	[________________] , as Seller

	By:
	Name:
	Title:

	MUFG BANK, LTD. , as Buyer

	By:
	Name:
	Title:

Exhibit VII – Page 1

EXHIBIT VIII

FORM OF TRANSACTION REQUEST

Ladies and Gentlemen:

Pursuant to Section 3(a) of that certain Master Repurchase and Securities Contract dated as of February 6, 2019 (the “ Agreement ”), between MUFG BANK, LTD. (“ Buyer ”), MUFG BANK, LTD. (“ Buyer Agent ”), [_______________] (“ Seller ”), [SPT Infrastructure Finance Sub-4, LLC,][ SPT Infrastructure Finance Sub-4 (DT), LLC][ and SPT Infrastructure Finance Sub-4 (OT), Ltd.] (collectively with Seller, the “ Sellers ”), Seller hereby requests that Buyer enter into a Transaction with respect to the Eligible Loans set forth on Schedule 1 attached hereto, upon the proposed terms set forth below. Capitalized terms used herein without definition have the meanings given in the Agreement.


Proposed Eligible Loans:	[_________________]
Advance Rate: Maximum Advance Rate:	[_________________] 82.5%
Proposed Initial Purchase Price:	[_________________]
Proposed Repurchase Price Applicable LIBOR Period	[_________________] [One][two][three][six] month LIBOR

Name and address for communications	Buyer : MUFG Bank, Ltd. 1221 Avenue of the Americas New York, NY 10020 Attention: Matt Stratton Telephone: 212-782-4212 with a copy to: MUFG Bank, Ltd. 1221 Avenue of the Americas, New York, NY 10020 Attention: Cecile Lopez Mora Telephone: 212-782-6434 Seller : [__________________________] c/o Starwood Property Trust, Inc. 591 West Putnam Avenue Greenwich, Connecticut 06830 Attention: General Counsel

Exhibit VIII – Page 1

st Floor

Telephone: ___-____
Facsimile No.: 203-422-8191

with a copy to:

Starwood Property Trust, Inc.

201 Merritt 7, 1 st Floor

Norwalk, Connecticut 06851

Attn: Haig Najarian

Telephone: 203-422-8191

And with a copy to:

Sidley Austin, LLP

787 Seventh Avenue

New York, New York 10019

Attention: Robert L. Boyd, Esq.

Facsimile No.: 212-839-5599

Exhibit VIII – Page 2

Schedule 1 to Transaction Request

Eligible Loan:

Current Principal Amount of Eligible Loan: $[______________]

Maximum Principal Amount of Eligible Loan: $[____________]

Schedule 1 – Page 1

EXHIBIT IX

OWNERSHIP CHART

(attached hereto)

STARWOOD STRUCTURE CHART – MUFG REPURCHASE FACILITY *Starwood Property Trust, Inc. is publicly traded (NYSE: STWD) Starwood Property Trust, Inc.* 100% SPT Infrastructure Finance, LLC 100% 100% 100% SPT Infrastructure Finance Sub-4, LLC SPT Infrastructure Finance Domestic TRS, LLC SPT Infrastructure Finance Offshore TRS, LTD. (Cayman) 100% 100% SPT Infrastructure Finance Sub-4 (DT), LLC SPT Infrastructure Finance Sub-4 (OT), LTD. (Cayman)

Exhibit IX – Page 1

EXHIBIT X

PAYMENT DIRECTION LETTER

[_______________]

___________ ___, 20[__]

___________________

Attention: ____________

Re: $_________ loan (the “ Loan ”) pursuant to Loan Agreement dated as of _______ ___, 20[__] (the “ Loan Agreement ”), from _____________________ (“ Payee ”) to _______________ (“ Borrower ”).

Ladies and Gentlemen:

You are hereby directed to deposit and disburse all future payments received by you which are due under the Loan into the account at [ insert applicable custodian as set forth on Schedule III to Deposit Account Control Agreement ], as custodian for MUFG Union Bank, N.A., account number [ insert account details of applicable account as set forth on Schedule III to the Deposit Account Control Agreement ].

Exhibit X – Page 1

[ Signatures follow ]

Very truly yours,


	[______________________]

	By:
	Name:
	Title:

	[______________________]

	By:
	Name:
	Title:

Exhibit X – Page 2

EXHIBIT XI-A

FORM OF U.S. TAX COMPLIANCE CERTIFICATES

(For Foreign Buyers That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Master Repurchase and Securities Contract dated as of February 6, 2019 (as amended, supplemented or otherwise modified from time to time, the “ Repurchase Agreement ”), by and among [_________________], as Seller, [SPT Infrastructure Finance Sub-4, LLC,][ SPT Infrastructure Finance Sub-4 (DT), LLC][ and SPT Infrastructure Finance Sub-4 (OT), Ltd.] (collectively with Seller, the “ Sellers ”), MUFG Bank, Ltd., as buyer and MUFG Bank, Ltd., as buyer agent.

Pursuant to the provisions of Section 28 of the Repurchase Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the obligations in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of any Seller that is a U.S. Person or Guarantor within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Sellers or Guarantor as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished Buyer and Sellers with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform Sellers and Buyer, and (2) the undersigned shall have at all times furnished Sellers and Buyer with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Repurchase Agreement and used herein shall have the meanings given to them in the Repurchase Agreement.

[NAME OF BUYER]

By:
	Name:
	Title:

Date:	___________ ___, 20[__]

Exhibit XI-A – Page 1

EXHIBIT XI-B

FORM OF U.S. TAX COMPLIANCE CERTIFICATES

(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Pursuant to the provisions of Section 28 of the Repurchase Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of any Seller that is a U.S. Person or Guarantor within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Sellers or Guarantor as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Buyer with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Buyer in writing, and (2) the undersigned shall have at all times furnished such Buyer with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Repurchase Agreement and used herein shall have the meanings given to them in the Repurchase Agreement.

[NAME OF PARTICIPANT]

By:
	Name:
	Title:

Date:	___________ ___, 20[__]

Exhibit XI-B – Page 1

EXHIBIT XI-C

FORM OF U.S. TAX COMPLIANCE CERTIFICATES

(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)

Pursuant to the provisions of Section 28 of the Repurchase Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect to such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of any Seller that is a U.S. Person or Guarantor within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Sellers or Guarantor as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Buyer with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Buyer and (2) the undersigned shall have at all times furnished such Buyer with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Repurchase Agreement and used herein shall have the meanings given to them in the Repurchase Agreement.

[NAME OF PARTICIPANT]

By:
	Name:
	Title:

Date:	___________ ___, 20[__]

Exhibit XI-C – Page 1

EXHIBIT XI-D

FORM OF U.S. TAX COMPLIANCE CERTIFICATES

(For Foreign Buyers That Are Partnerships For U.S. Federal Income Tax Purposes)

Pursuant to the provisions of Section 28 of the Repurchase Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the obligations in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such obligations, (iii) with respect to the extension of credit pursuant to this Repurchase Agreement or any other Transaction Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of any Seller that is a U.S. Person or Guarantor within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Sellers or Guarantor as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished Buyer and Sellers with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform Sellers and Buyer, and (2) the undersigned shall have at all times furnished Sellers and Buyer with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Repurchase Agreement and used herein shall have the meanings given to them in the Repurchase Agreement.

[NAME OF BUYER]

By:
	Name:
	Title:

Date:	___________ ___, 20[__]

Exhibit XI-D – Page 1

EXHIBIT XII

FORM OF COMPLIANCE CERTIFICATE

___________, __ 20[__]

MUFG Bank, Ltd.

1221 Avenue of the Americas

New York, NY 10020

Attention: Loan Administration

Re: Master Repurchase and Securities Contract, dated as of February 6, 2019 (such agreement, as amended, modified, waived, supplemented or restated from time to time, the “ Repurchase Agreement ”), by and among SPT Infrastructure Finance Sub-4, LLC, SPT Infrastructure Finance Sub-4 (DT), LLC and SPT Infrastructure Finance Sub-4 (OT), Ltd. (collectively, the “ Sellers ”), MUFG Bank, Ltd., as buyer (together with its successors and permitted assigns, “ Buyer ”) and MUFG Bank, Ltd., as buyer agent (together with its successors and permitted assigns, “ Buyer Agent ”)

This Compliance Certificate is furnished pursuant to the above Repurchase Agreement. Unless otherwise defined herein, capitalized terms used in this Compliance Certificate have the respective meanings ascribed thereto in the Repurchase Agreement.

THE UNDERSIGNED HEREBY CERTIFIES THAT:

The Person executing this Compliance Certificate on behalf of Guarantor is a duly authorized officer of Guarantor with oversight and knowledge of the matters to which this certification relates (a “ Responsible Officer ”). This Compliance Certificate is being executed solely in such Person’s capacity as a Responsible Officer of Guarantor and not in such Person’s individual capacity.

All of the financial statements, calculations and other information set forth in this Compliance Certificate, including in any exhibit or other attachment hereto, are true, complete and correct in all material respects as of the date hereof.

I have reviewed the terms of the Transaction Documents and have made, or have caused to be made under my supervision, a detailed review of the transactions and financial condition of Guarantor during the accounting period covered by the financial statements attached hereto (or most recently delivered to Buyer if none are attached).

As of the date hereof, and since the date of the certificate most recently delivered pursuant to Section 12(k)(vii) of the Repurchase Agreement, Guarantor has observed or performed all of its

Exhibit XII – Page 1

covenants, duties and agreements in all material respects, and satisfied in all material respects every condition, contained in the Repurchase Agreement and the Guaranty to be observed, performed or satisfied by it, and I have no knowledge of the occurrence during such period, or present existence, of any condition or event which constitutes an Event of Default or Default (including after giving effect to any pending Transactions requested to be entered into), except as set forth below.

Attached as Exhibit 1 hereto are the calculations demonstrating the Guarantor’s compliance with the covenants set forth in Section 7 of the Guaranty.

To my Knowledge, except as set forth herein, each of the representations and warranties made by Sellers and Guarantor in, pursuant to or in connection with the Transaction Documents or any other document, agreement, statement, affirmation, certificate, notice, report or financial or other statement delivered in connection herewith or therewith, are true and correct in all material respects on and as of the date of this Compliance Certificate as though made on and as of such day and shall be deemed to be made on such day except 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.

Described below are the exceptions, if any, to the above paragraphs, setting forth in detail the nature of the condition or event, the period during which it has existed and the action which Sellers and/or Guarantor, as applicable, have taken, are taking, or propose to take with respect to such condition or event:

The foregoing certifications, together with the financial statements, updates, reports, materials, calculations and other information set forth in any exhibit or other attachment hereto, or otherwise covered by this Compliance Certificate, are made and delivered as of _______ ___, 20[__].


	Name:
	Title:

Exhibit 1 : Financial covenant calculations

Exhibit XII – Page 2

EXHIBIT XIII

FORM OF LC REQUEST

[Letterhead of Seller]

___________ __, 20[__]

MUFG Bank, Ltd.

Re: LC Request

Ladies and Gentlemen:

Reference is hereby made to that certain Master Repurchase and Securities Contract dated as of February 6, 2019 (as amended, supplemented or otherwise modified from time to time, the “ Agreement ”) between MUFG Bank, Ltd. (the “ Buyer ”), MUFG Bank, Ltd. (“ Buyer Agent ”), [_______________] (“ Seller ”), [SPT Infrastructure Finance Sub-4, LLC,][ SPT Infrastructure Finance Sub-4 (DT), LLC][ and SPT Infrastructure Finance Sub-4 (OT), Ltd.] Capitalized terms used in this LC Request and not otherwise defined herein shall have the meanings assigned thereto in the Agreement.

This letter constitutes an LC Request pursuant to Section 4(b) of the Agreement. The Seller hereby request that the Buyer issue a Letter of Credit with a face amount of [$_______] on [_____, 20__] (the “ LC Issuance Date ”). The Letter of Credit will [expire on [_____, 20__]][be extended on [_____, 20__] until [_____, 20__], unless Buyer has delivered notice that such expiry date will not be extended]. After giving effect to the issuance of such Letter of Credit, the LC Amount will be [$_______] and the aggregate Repurchase Price outstanding for all Transactions plus the LC Amount will be [$_______].

Seller hereby represents and warrants as of the date hereof, and after giving effect to such Advance, as follows:

(i) the representations and warranties of the Seller contained in Section 10 of the Agreement are true and correct in all material respects on and as of the LC Issuance Date as though made on and as of such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date;

(ii) no Default or Event of Default has occurred and is continuing, and no Default or Event of Default would result from such Advance; and

(iii) after giving effect to such Advance, (1) the aggregate outstanding Repurchase Price of all Transactions (excluding Other Price Components) does not exceed the Facility Amount and (2) the aggregate amount available to be drawn under all outstanding Letters of Credit does not exceed the LC Sublimit.

Exhibit XIII – Page 1

IN WITNESS WHEREOF, the undersigned has executed this letter by its duly authorized

officer as of the date first above written.

	Very truly yours,
	[Seller]
	By:
		Name:
		Title:

Exhibit XIII – Page 2

Exhibit 10.2

FEDERAL HOME LOAN BANK OF CHICAGO

AMENDED AND RESTATED ADVANCES, COLLATERAL PLEDGE, AND SECURITY AGREEMENT

[Insurance Companies]
[NonStandard-Prospect Mortgage Insurance, LLC]

THIS AGREEMENT, dated as of July 7, 2017 ("Effective Date") between the FEDERAL HOME LOAN BANK OF CHICAGO, with its principal place of office located at 200 East Randolph Drive, Chicago, Illinois 60601 ("Bank") and PROSPECT MORTGAGE INSURANCE, LLC, an insurance company (the "Member") organized under the laws of the State of Vermont and having its chief executive office at 1 E. Wacker Drive, Suite 3600, Chicago, Illinois 60601.

WHEREAS, the Member and the Bank are parties to an Advances, Collateral Pledge and Security Agreement dated as of February 8, 2010, as amended, (the "Existing Agreement"), pursuant to which Member from time to time participates in the Bank’s credit programs and the Bank is authorized to make advances to the Member, subject to the provisions of the Credit Policy (as hereinafter defined), the Federal Home Loan Bank Act, as now and hereafter amended (the "Act"), and the regulations and guidelines of the Federal Housing Finance Agency (or any successor thereto), as now and hereafter in effect (collectively, the "Regulations"); and

WHEREAS, the Member and the Bank desire to amend and restate the Existing Agreement in its entirety as set forth herein.

NOW THEREFORE, the Member and Bank agree as follows:

ARTICLE I
DEFINITIONS

Section 1.01 DEFINITIONS. As used herein, the following terms shall have the following meanings:

(a) "Additional Collateral" means items of property other than Eligible Collateral, which are accepted by the Bank as collateral, as it deems necessary to fully secure and protect the Bank's security position on outstanding Advances or to renew an outstanding Advance in accordance with Section 10(a)(4) of the Act (12 U.S.C. § 1430(a)(4), as amended) and any Regulations adopted thereunder.

(b) "Advance" or "Advances" means any and all loans, overdrafts, or other extensions of credit, including, without limitation, deposits under funding agreements, and all Outstanding Commitments (as hereinafter defined), whether now or hereafter granted by the Bank to, on behalf of, or for the account of, the Member in accordance with such terms and conditions as are applicable to each such transaction as set forth in the Credit Policy (but excluding any obligations that the Bank may now or hereafter have to honor items or transfer orders under a depository or similar agreement between the Member and the Bank).

(c) "Affiliate" means with respect to the Member, (i) any other person or entity that is owned directly or indirectly by the Member, including any Delaware statutory trust 100% legally and beneficially owned by Member; and (ii) unless otherwise provided herein, the Guarantor. Affiliate does not include Starwood Capital Group Management, LLC and its affiliates.

(d) "Agreement" means this Advances, Collateral Pledge, and Security Agreement, together with any and all permitted and authorized amendments, modifications. or restatements hereof as may be duly entered into by the parties hereto and all documents or other agreements incorporated by reference including, but not limited to, the Credit Policy.

(e) "Application" means a written or electronic submission (or if so specified in the Credit Policy, may be telephonic to the Bank), in such form and submitted in such manner as may be specified by the Bank from time to time in the Credit Policy or by notice to the Member, by which the Member requests an Advance or a Commitment for an Advance, including. without limitation, in the case of a deposit under a funding agreement, a placement schedule or similar addendum or endorsement to the funding agreement.

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(f) "Capital Stock" means all of the Member's capital stock in the Bank and all payments which have been or hereafter are made on account of subscriptions to and all unpaid dividends on such capital stock.

(g) [Reserved].

(h) "Collateral" means: (1) all property, including the proceeds thereof, heretofore assigned. transferred, or pledged to the Bank by the Member, or in which the Member has granted the Bank a security interest, to secure Advances and other Indebtedness and (2) all Eligible Collateral and Additional Collateral, including the proceeds thereof, which is now or hereafter assigned, transferred, or pledged to the Bank by the Member, or in which the Member now or hereafter grants the Bank a security interest, pursuant to Section 3.01 hereof.

(i) "Collateral Maintenance Level" means a dollar amount of Qualifying Collateral having a Collateral Value equal to such percentage as the Bank may specify from time to time in its Credit Policy of the aggregate dollar amount of (1) Indebtedness and (2) any other amounts specified by the Bank from time to time under the Credit Policy. The Bank may increase or decrease the Collateral Maintenance Level at any time (A) for all Members,, upon fifteen (15) business days advance written notice to the Member; or (B) for Member, as a result of credit deterioration of the Member or Guarantor considering factors that are commercially reasonable, upon thirty (30) days advance written notice, unless the Member has failed to meet either a Member Financial Covenant or the Guarantor has failed to meet a Guarantor Financial Covenant, in which case the Bank may increase or decrease the Collateral Maintenance level upon three (3) business days advance written notice.

(j) "Collateral Value" means an amount equal to such percentage of the market value or unpaid principal balances of items of Collateral as the Bank may specify from time to time, in its sole discretion.

(k) "Commitment-means any obligation of the Bank to make an Advance or payment to, on behalf of, or for the account of, the Member, regardless of whether such obligation is contingent in whole or in part, including, without limitation, the Bank's obligations under letters of credit, firm commitments, guarantees, or other arrangements intended to facilitate transactions between the Member and third parties.

(l) [Reserved].

(m) "Confirmation of Advance" means a writing or transmission in electronic or other form as may be determined by the Bank from time to time, by which the Bank agrees to and confirms (subject to such modifications as the Bank may deem appropriate) an Application. With respect to an open line of credit Advance, the posting to a Member's DID Statement or such similar electronic statement shall be deemed to be receipt of a Confirmation of Advance.

(n) "Credit Policy" means, collectively, the Bank's Member Products & Credit Policy, its Member Products Guide, its Collateral Guidelines and such other documents or publications as may from time to time be specified therein as supplementing the same, as each such document or publication may from time to time be modified by the Bank in its sole discretion and communicated to the Member.

(o) "Deposit Accounts" means the Member's DID Account and any and all other demand. term, time, savings or similar account maintained by the Member with the Bank.

(p) "DID Account" means the Member's Daily Investment Deposit Account.

(q) "Eligible Collateral" means Capital Stock, First Mortgage Collateral, Securities, Deposit Accounts and Other Real Estate Related Collateral.

(r) "Event of Default" means an Event of Default as defined in Section 4.01 hereof.

(s) "First Mortgage Collateral" means Mortgage Loans (excluding participation or other fractional interests therein), the Mortgage Notes evidencing the Mortgage Loans, the Mortgages securing the Mortgage Loans and all general intangibles and accounts relating to a Mortgage Loan, ancillary security agreements, policies and

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certificates of insurance or guarantees, rent assignments, FHA mortgage insurance or VA loan guarantee certificates, title insurance policies, evidences of recordation, applications, underwriting materials, surveys, appraisals, approvals, permits, notices, opinions of counsel, loan servicing rights, loan servicing data, all other electronically created, stored and/or written records or materials relating to the Mortgage Loans, the proceeds of the Mortgage Loans, and any real property or other property obtained through foreclosure, by realizing upon or in settlement of the Mortgage Loans and/or the Mortgages.

(s1) "Guarantor" means Starwood Property Trust, Inc.

(s2) "Immediately" means, with respect solely to Sections 4.01(b), (c), (d) and (e) and solely with respect to a condition described in those sections that can be cured by the substitution or addition of new Qualifying Collateral, (i) by the end of the same business day, if Member receives notice of such condition from Bank before 10:00 AM (Chicago time) or; (ii) by 10:00 AM (Chicago time) the following business day, if Member receives such notice from Bank after 10:00 AM (Chicago time).

(t) "Guarantor Financial Covenant" means the financial covenants set forth in the Guaranty.

(u) "Indebtedness" means all indebtedness, obligations and liabilities of the Member to the Bank arising under or pursuant to this Agreement or any other agreements, now or hereafter outstanding, of the Member to the Bank, including. without limitation, all Advances, Outstanding Commitments, interest, prepayment premiums and all other obligations to pay and liabilities of the Member to the Bank.

(v) "Law" means any law (including common law), constitution, statute, treaty. regulation. rule. ordinance. adjudication, opinion, release, ruling, order, injunction, writ, decree or award of any Official Body.

(w) "Mortgage Loans" means fully-disbursed whole loans evidenced by Mortgage Notes which are secured by Mortgages that constitute a first lien on one-to-four unit dwellings, and any endorsements or assignments thereof.

(x) "Mortgage Notes" means notes. bonds, or other instruments evidencing Mortgage Loans or any other loans or indebtedness secured by Mortgages.

(y) "Mortgages" means mortgages, deeds of trust and any other security instruments that create a lien on real property and secure Mortgage Notes.

(z) "NAIC" means National Association of Insurance Commissioners or any successor thereof.

(aa) "Official Body" means any federal, state, local or other government or political subdivision or any agency. authority, bureau, central bank, commission, department or instrumentality of either, or any court, tribunal, in each case whether foreign or domestic that regulates the Member.

(bb) "Other Real Estate Related Collateral" means (i) all other loans, lines of credit or indebtedness evidenced by Mortgage Notes, excluding First Mortgage Collateral, but otherwise including without limitation, home equity loans, home improvement loans, subordinate loans, mortgage warehouse lines of credit, real estate construction loans, and other real estate related loans, which Mortgage Notes are secured by Mortgages on commercial property, residential property or by security interests in personal property related to real estate transactions or financing, and (A) all Mortgage Notes or other instruments evidencing such loans. lines of credit or indebtedness, (B) any endorsements and assignments thereof to the Member, and (C) all ancillary security agreements. policies and certificates of insurance or guarantees, chattel paper, electronic chattel paper, evidences of recordation, applications, underwriting materials, appraisals, notices, opinions of counsel, loan servicing rights, loan servicing data, and all other electronically stored and written records or materials relating to the loans evidenced or secured thereby, (ii) all property relating to the Member's management. collection, processing, accounting for, monitoring, or servicing of loans and accounts, including, without limitation, all checks, instruments, documents, certificates, agreements, loan accounts, payments. chattel paper, electronic chattel paper, collections, account statements, computer files, records, promissory notes, endorsements, assignments, and loan servicing data, together with the rights, remedies, and powers related thereto, and

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(iii) participations in or portions of First Mortgage Collateral and participations in or portions of other real estate related collateral as set forth in clause (i) above.

(cc) "Outstanding Commitment(s)" means, at any time, the maximum aggregate amount that the Bank may be obligated to pay or advance under any Commitment.

(dd) "Qualifying Collateral" means Collateral other than Capital Stock that: (1) qualifies as security for Advances under the terms and conditions of the Credit Policy, the Act, and the Regulations and satisfies the requirements for Qualifying Collateral that may be established by the Bank and (2) is owned by the Member, directly or indirectly through the Trusts, free and clear of any liens, encumbrances, or other interests other than may be approved in writing by the Bank.

(ee) [Reserved].

(ff) [Reserved].

(gg) [Reserved].

(hh) [Reserved].

(ii) [Reserved].

(jj) [Reserved].

(kk) "Securities" means mortgage-backed securities (including participation certificates) issued by Federal Home Loan Mortgage Corporation or Federal National Mortgage Association, obligations guaranteed by Government National Mortgage Association, consolidated obligations of the Federal Home Loan Bank System and/or obligations issued or guaranteed by the United States or an agency thereof, privately-issued residential mortgagebacked securities, and other securities as may be specified from time to time in the Credit Policy.

(ll) [Reserved.]

(mm) [Reserved.]

(nn) "Swap Transaction" means any transaction between the Member and Bank that constitutes a "swap agreement" as that term is defined in United States Bankruptcy Code (11 U.S.C. §101(53B) or any successor provision), as amended.

(oo) "Trusts" means SMRF Trust III and SMRF Trust III-A, each Delaware statutory trusts and any other Delaware statutory trust 100% legally and beneficially owned by Member.

(pp) "UCC" means the Uniform Commercial Code as in effect in the State of Illinois or any other state the laws of which are required to be applied in connection with the perfection or priority of security interests thereunder.

ARTICLE II

ADVANCES AGREEMENT

Section 2.01 ADVANCE DOCUMENTATION.

(a) The Member may from time to time request Advances and Commitments for Advances or renewal of an outstanding Advance by completing and submitting an Application to the Bank. The terms of each Advance or Commitment for an Advance shall be conclusively evidenced by this Agreement and by either (1) the Member's Application when such Application is executed or accepted by the Bank without any change; (2) in the case of a telephonic Application received, completed. or modified by the Bank, by a Confirmation of Advance generated by the

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Bank; or (3) in the case of an open line of credit Advance, the Member's DID Account Statement. Unless otherwise agreed to by the Bank in writing, each Advance shall be made by crediting the Member's DID Account.

(b) The Member shall be estopped from asserting any claim or defense with respect to the terms applicable to an Advance or a Commitment for an Advance unless. within two (2) business days of receipt of the Bank's Confirmation of Advance, the Member delivers to the Bank a written notice specifying the disputed term(s) or condition(s) of the Advance or Commitment for an Advance. Upon the request of the Bank, the Member shall sign and deliver to the Bank a promissory note or notes in such form as the Bank may reasonably require evidencing any Advance.

Section 2.02 REPAYMENT OF ADVANCES.

(a) The Member agrees to repay the principal amount of each Advance in accordance with this Agreement and the terms and conditions specified in the Application, the Confirmation of Advance and any other document evidencing such Advance, or, in the case of an open line of credit Advance, on demand. Interest shall be paid on each Advance at the times specified by the Bank in the Credit Policy, the Application, the Confirmation of Advance and any other documents evidencing such Advance and shall be charged for each day that an Advance is outstanding at the rate applicable to each such Advance.

(b) The Member shall ensure that, on any day on which any payment is due to the Bank with respect to an Advance or other Indebtedness. the DID Account has an available balance in an amount at least equal to the amounts then currently due and payable to the Bank, and the Member hereby authorizes the Bank to debit the DID Account for any and all such amounts. In the event that the available balance in the DID Account is insufficient to pay such due and payable amounts, the Bank may. without notice to or request from the Member, apply any other deposits, credits, or monies of the Member then in the possession or control of the Bank (exclusive of any such items as are held by the Bank as bailee for a third party) to the payment of amounts due and payable or, in the sole discretion of the Bank, the Bank may fund an Advance to the Member in the amount of the insufficiency, which Advance shall bear interest from the date the same shall be made until paid at the rate in effect and being charged by the Bank from time to time on overdrafts on daily investment deposit accounts of its members.

(c) The Member shall pay to the Bank, immediately and without demand, interest on any past due amount owing on any outstanding Advance (other than an Advance made pursuant to Section 2.02(b)) or other Indebtedness at the interest rate set forth in the Credit Policy.

(d) All payments with respect to Advances shall be applied first to any fees or charges applicable thereto and to interest due thereon. in such order as the Bank may determine, and then to any principal amount thereof.

Section 2.03 ADVANCES RELATED TO THIRD PARTY COMMITMENTS.

(a) If an Event of Default has occurred and is continuing, the Bank may at its option. and without notice to or request from the Member, make an Advance by crediting a special account of the Member with the Bank in an amount equal to the aggregate amount of any and all Outstanding Commitments that the Bank has issued on the Member's behalf to or for the benefit of parties other than the Member. The Bank shall have a first priority perfected security interest in any such special account, and amounts credited to such special account may not be withdrawn by the Member for so long as there shall be Outstanding Commitments. Amounts credited to such special account shall be utilized by the Bank for the purpose of satisfying the Bank's obligations under such third party Commitments. When all such obligations have expired or have been satisfied, the Bank shall disburse the balance, if any, in such special account first to the satisfaction of any amounts then due and owing by the Member to the Bank and then to the Member or its successors in interest. Advances made pursuant to this Section 2.03 shall be payable on demand and shall bear interest from the date made until paid at the rate in effect and being charged by the Bank from time to time on overdrafts on daily investment deposit accounts of its members.

(b) The Bank shall not be obligated to honor an Outstanding Commitment to the Member (excluding any Outstanding Commitments issued on behalf of the Member for the benefit of third parties) if the Member's access to advances is restricted pursuant to§ 1266.4 of the Federal Housing Finance Agency Regulations (or any successor to such provision), an Event of Default has occurred under this Agreement or if after giving effect to the related Advance,

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the Member would not be in compliance with its Collateral Maintenance Level. The Member releases the Bank from any and all liability in connection with such action by the Bank.

Section 2.04 Reserved.

Section 2.05 DISCRETION OF THE BANK TO GRANT OR DENY ADVANCES. Nothing contained herein, in the Credit Policy, or in any other documents describing or setting forth the Bank's credit program and credit policies shall be construed as an agreement or Commitment on the part of the Bank to grant Advances or extend Commitments for Advances hereunder or to enter into any other transaction, the right and power of the Bank, in its discretion to either grant or deny any Application or other request for an Advance or Commitment for an Advance in its sole discretion being expressly reserved. The determination by the Bank of the Collateral Value of a Member's Qualifying Collateral shall not constitute a determination by the Bank that the Member may obtain Advances or Commitments for Advances up to the maximum amount that could be supported by such Qualifying Collateral based on the Collateral Maintenance Level.

Section 2.06 ELECTRONIC TRANSACTIONS. The parties agree that the transactions encompassed under this Agreement may be conducted electronically through whatever means the Bank may provide from time to time. An Application submitted electronically must be transmitted in accordance with the procedures established by the Bank and communicated to the Member. The Bank may rely upon and enforce an Application submitted electronically to the same extent as if such Application were written and signed on paper and in ink.

Section 2.07 INTEREST RATE LIMITATION. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Indebtedness, together with all fees and other charges that are treated as interest on such Indebtedness under applicable law, shall exceed the maximum lawful rate (the "maximum rate") that may be contracted for, charged, taken, received or reserved by the Bank in accordance with applicable law, the rate of interest payable in respect of such Indebtedness. together with all of the charges payable in respect thereof, shall be limited to such maximum rate.

ARTICLE III
SECURITY AGREEMENT

Section 3.01 CREATION OF SECURITY INTEREST.

(a) As security for all Indebtedness and Outstanding Commitments, the Member hereby assigns, transfers, and pledges to the Bank. and grants to the Bank a first and prior security interest in:

(i) all of the following as may be now owned or existing or hereafter owned by the Member:

(A) Capital Stock;

(B) Deposit Accounts:

(ii) First Mortgage Collateral and Other Real Estate Related Collateral now owned or existing or hereafter owned by the Member that are delivered pursuant to Section 3.04 hereof;

(iii) such Securities and Additional Collateral that are delivered pursuant to Section 3.04 hereof; and

(iv) all payment intangibles related to, and all cash and non-cash proceeds of the foregoing.

Without limitation of the foregoing and for the avoidance of doubt, all property heretofore assigned, transferred, or pledged by the Member to the Bank or as to which the Member has granted a security interest to the Bank, as collateral for Advances or Commitments or other Indebtedness prior to the date hereof is Collateral hereunder. If, as, and when First Mortgage Collateral and Other Real Estate Related Collateral is encumbered or disposed of by the Member in the ordinary course of business and in conformity with the limitations and requirements of Section 3.02(a) hereof the security interest created hereunder shall be automatically released.

(b) The Member shall make, execute, acknowledge, record, and deliver to the Bank such financing statements, notices, assignments, listings, powers, and other documents with respect to the Collateral and the Bank's security interest therein and in such form as the Bank may reasonably require. To the extent permitted by applicable law, the

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Member hereby irrevocably authorizes the Bank to file, in the name of the Member or otherwise and without the signature or other separate authorization or authentication of the Member appearing thereon, such UCC financing statements (including, without limitation, continuations and amendments) and in such jurisdictions as the Bank may deem necessary or appropriate to perfect or maintain the perfection of the security interest of the Bank with respect to any Collateral. The Member agrees that a photocopy, electronic or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. The Member shall pay the cost of, or incidental to, any recording or filing of any financing statements (including. without limitation, continuations and amendments) or other assignment documents concerning the Collateral.

Section 3.02 COLLATERAL MAINTENANCE LEVEL REQUIREMENT.

(a) The Member shall at all times maintain as Collateral an amount of Qualifying Collateral that has a Collateral Value that is at least equal to the then current required Collateral Maintenance Level. The Member shall not assign, pledge. transfer, create any security interest in, sell, or otherwise dispose of any Collateral if: (i) such Collateral has been or is required to be delivered pursuant to Section 3.04 hereof; or (ii) at the time of or immediately after such action, the Member is not or would not be in compliance with the collateral maintenance requirements of the first sentence of this Section 3.02(a) or there is any other Event of Default under this Agreement.

(b) Any Collateral that has not been delivered in accordance with Section 3.04 hereof shall be held by the Member in trust for the benefit of, and subject to the direction and control of, the Bank and will be physically safeguarded by the Member with at least the same degree of care as the Member uses in physically safeguarding its other property. Without limitation of the foregoing, the Member shall take all action necessary or desirable to protect and preserve the Collateral and the Bank's interest therein, including without limitation the maintaining of insurance on property securing First Mortgage Collateral (any and all policies and certificates of insurance or guaranty relating to such Mortgages are herein called “insurance”), the collection of payments under all Mortgages and under all insurance, and otherwise assuring that all Mortgages are serviced in accordance with the standards of a reasonable and prudent servicer in the mortgage industry.

(c) If the Member becomes aware or has reason to believe that the Collateral Value of the Member's Qualifying Collateral has fallen below the Collateral Maintenance Level, or that a contingency exists which with the lapse of time would result in the Member failing to meet the Collateral Maintenance Level, the Member shall immediately notify the Bank. If any Collateral that was Qualifying Collateral delivered pursuant to Section 3.04 hereof ceases to be Qualifying Collateral, the Member shall promptly notify the Bank in writing of that fact and, if so requested by the Bank, the reason that the Collateral has ceased to be Qualifying Collateral. In such case, the Member shall promptly specify, or deliver, as the case may be other Qualifying Collateral sufficient to maintain its Collateral Maintenance Level.

Section 3.03 Reserved.

Section 3.04 DELIVERY OF COLLATERAL.

(a) The Member shall deliver to the Bank, or to a custodian designated or approved by the Bank, Qualifying Collateral having a Collateral Value at least equal to the Collateral Maintenance Level at all times. Any Collateral that is delivered under this subsection as a part of the Qualifying Collateral must conform to the requirements set forth in the Credit Policy for such Collateral.

(b) The Member agrees to pay the Bank such reasonable fees and charges as may be assessed by the Bank to cover the overhead and other costs of the Bank relating to the receipt, holding, redelivery, and reassignment of Collateral. and to reimburse the Bank upon request for all recording fees and other reasonable expenses, disbursements, and advances incurred or made by the Bank in connection therewith, including reasonable compensation and the expenses and disbursements of any custodian that may be appointed by the Bank hereunder, and the agents and legal counsel of the Bank and such custodians.

Section 3.05 WITHDRAWAL OF COLLATERAL. Upon receipt of the Bank of writings or electronic submissions in the form specified by the Bank in the Credit Policy constituting (a) a request from the Member for withdrawal of

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Collateral which has been delivered pursuant to Section 3.04 hereof; (b) a detailed listing of the Collateral to be withdrawn; and (c) a certificate of a responsible officer of the Member certifying as to the Qualifying Collateral, remaining after such withdrawal, that is held by the Bank, as appropriate, and upon the Bank's determination that the Collateral Value of the remaining Qualifying Collateral is not less than (i) the current required Collateral Maintenance Level; or (ii) such revised Collateral Maintenance Level as notified by Bank to Member pursuant to Section 1.01(i), the Bank shall or shall cause the custodian to promptly redeliver, release, or reassign to the Member, at the Member's expense, the Collateral specified in the Member's listing of the Collateral to be withdrawn. Notwithstanding anything to the contrary herein contained, while an Event of Default shall have occurred and be continuing, the Member may not obtain any such withdrawal.

Section 3.06 BANK'S RESPONSIBILITIES AS TO COLLATERAL. The duty of the Bank as to the Collateral shall be solely to use reasonable care in the custody and preservation of the Collateral in its possession, which shall not include (i) any steps necessary to preserve rights against parties with a prior position or (ii) the duty to send notices, perform services, or take any action in connection with the collection or management of the Collateral. The Bank shall not have any responsibility or liability for the form, sufficiency, correctness, genuineness, or legal effect of any instrument or document constituting a part of the Collateral, or any signature thereon or the description or misdescription, or value of property represented, or purported to be represented. by any such document or instrument. The Member agrees that any and all Collateral may be removed by the Bank from the state or location where situated, and may be subsequently dealt with by the Bank as provided in this Agreement.

Section 3.07 BANK'S RIGHTS AS TO COLLATERAL; POWER OF ATTORNEY.

(a) At any time, at the expense of the Member, the Bank may in its reasonable discretion, after the occurrence and during the continuance of an Event of Default, in its own name or in the name of its nominee or of the Member, do any or all things and take any and all reasonable actions that are pertinent to the protection of the Bank’s interest hereunder and, if such actions are subject to the laws of a state, are lawful under the laws of the State of Illinois including, but not limited to the following:

(1) Terminate any consent given hereunder except for those consents agreed to in writing as an amendment to this Agreement and executed by both parties;

(2) Notify obligors on any Collateral to make payments thereon directly to the Bank or the Bank's nominee or servicer;

(3) Endorse any Collateral on behalf of the Member;

(4) Enter into any extension, compromise, settlement, release, renewal, exchange, or other agreement relating to or affecting any Collateral;

(5) Take any action the Member is required to take or which is otherwise reasonably necessary to (A) file a financing statement or otherwise perfect a security interest in any or all of the Collateral or (B) obtain, preserve, protect, enforce, or collect the Collateral;

(6) Take control of any funds or other proceeds generated by the Collateral and use the same to reduce Indebtedness as it becomes due (or hold the same as Additional Collateral); and

(7) Cause the Collateral to be transferred to its name or the name of its nominee.

(b) In connection with entering into this Agreement, the Member has executed a power of attorney substantially in the form of Exhibit A hereto.

Section 3.08 SUBORDINATION OF OTHER LOANS TO COLLATERAL. The Member hereby agrees that all Mortgage Notes which are part of the Collateral (other than home equity loans and lines of credit) ("pledged notes") shall have priority in right and remedy over any other loans, advances, obligations or indebtedness, whenever made, and, however evidenced ("Subordinated Debt"), which are also secured by the Mortgages securing the pledged notes and/or by liens on the same properties encumbered by the Mortgages securing the pledged notes. The pledged notes

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shall be satisfied out of the property (or proceeds thereof) encumbered by such Mortgages before recourse to such property may be obtained for the repayment of any Subordinated Debt. To this end, the Member hereby subordinates (i) the Subordinated Debt to the pledged notes and (ii) the lien of any mortgages or security instruments that secure the Subordinated Debt to the lien of the Mortgages and security agreements that secure the pledged notes. The Member further agrees to retain possession of all notes or other instruments evidencing any Subordinated Debt and not to pledge, assign, or transfer the same, or any interest therein, except insofar as such Subordinated Debt may be pledged to the Bank as part of the Collateral.

Section 3.09 PROCEEDS OF COLLATERAL. The Member, as the Bank's agent, shall collect all payments when due on all Collateral. Upon receipt of written notice from the Bank after an Event of Default occurs and is continuing, the Member shall hold such collections and other proceeds of Collateral separate from its other monies in one or more designated cash collateral accounts maintained at the Bank and apply them to the reduction of Indebtedness as it becomes due; otherwise, the Bank consents to the Member's use and disposition of all such collections.

Section 3.10 COLLATERAL AUDITS; REPORTS AND ACCESS.

(a) All Collateral and the satisfaction of the Collateral Maintenance Level shall be subject to audit and verification by or on behalf of the Bank. Such audits and verifications may occur upon reasonable notice during the Member's normal business hours or upon reasonable notice at such other times as the Bank may reasonably request. The Member shall provide to the Bank such reports relating to the Collateral as may be called for pursuant to the Credit Policy or as the Bank may otherwise reasonably require. The Member shall provide the Bank access to the Member's books and records relating to such Collateral and shall make adequate working facilities available to the representatives or agents of the Bank for purposes of such audits and verification. Reasonable fees and charges may be assessed to the Member by the Bank to cover the Bank's costs relating to such audit and verification.

(b) Notwithstanding anything to the contrary, the Member shall be solely responsible for the accuracy and adequacy of all information and data in each audit or status report (or other writing specifying and describing any Collateral) submitted to the Bank, regardless of the form in which submitted. To enable the Bank to regenerate any files or data previously furnished to the Bank with respect to any Collateral or any information contained in any audit or status report, the Member shall at all times maintain complete and accurate records and materials supporting or relating to any audit or status report and shall make the same available, on request, to the Bank. The parties hereto agree that the maintenance and retention of such supporting records and materials shall be the sole responsibility of the Member and that the Bank shall not be liable for any loss of such data.

(c) The Bank shall have no duty to make any independent examination of or calculation with respect to the information submitted in an audit or status report (or in any written schedule that may be submitted by the Member) and. without limiting the generality of the foregoing, the Bank makes no representation or warranty as to the validity, accuracy, or completeness of any information contained in any written records of the Bank concerning, or of any response to, such audit or status report.

Section 3.11 MEMBER'S REPRESENTATIONS AND WARRANTIES CONCERNING COLLATERAL. The Member represents and warrants to the Bank, as of the date hereof and the date of each Advance hereunder, as follows:

(a) The Member, directly or indirectly through Affiliates, owns and has marketable title to the Collateral and has the right and authority to grant a security interest in the Collateral and to subject all of the Collateral to this Agreement;

(b) The information given in any status report, schedule, or other documents ("Report") required hereunder and any other information given in any Report from time to time by the Member as to each item of Collateral, taken as a whole, is true, accurate, and complete in all material respects; notwithstanding the foregoing, if any Report to the Bank by Member incorporates or references another report, schedule or document ("Additional Report"), such Additional Report shall be considered part of the original Report for purposes of taking the Report as a whole as true, accurate and complete in all material respects;

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(c) All the Collateral meets the standards and requirements with respect thereto from time to time established by the Act, the Regulations, and the Bank;

(d) The lien of the First Mortgage Collateral and Other Real Estate Related Collateral on the real property securing the same is a perfected lien under applicable state law and the lien is a first lien except with respect to (1) home equity loans or lines of credit and (2) subordinate loans which are not reported by the Member as Qualifying Collateral;

(e) The Member has not conveyed or otherwise created, and there does not otherwise exist, any participation interest or other direct, indirect, legal, or beneficial interest in any Qualifying Collateral on the part of anyone other than the Bank and the Member;

(f) To the best of Member's knowledge, all Mortgage documents, securities and other instruments and documents constituting a part of the Collateral constitute valid and binding obligations of their respective issuers and obligors enforceable against such issuers and obligors in accordance with their respective terms, subject to the effect of bankruptcy, insolvency and other similar laws affecting the rights of creditors generally and to general principles of equity;

(g) Except as may be approved in writing by the Bank, to the best of Member's knowledge: (i) no account debtor or other obligor owing any obligation to the Member with respect to any item of First Mortgage Collateral or Other Real Estate Related Collateral has any defenses, offsetting claims, or other rights affecting the right of the Member or the Bank to enforce any Mortgage or Mortgage Note relating thereto, and (ii) no defaults (or conditions that, with the passage of time or the giving of notice or both would constitute a default) exist under any such Mortgage or Mortgage Note;

(h) To the best of Member's knowledge, no part of any real property or interest in real property that is securing Mortgages included in Qualifying Collateral contains or is subject to the effects of toxic or hazardous materials or other hazardous substances (including those defined in the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended, 42 U.S.C. 9601, et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. 1801 et sm.; the Resource Conservation and Recovery Act, 42 U.S.C. 6901 et seq.; and in the regulations adopted and publications promulgated pursuant to said laws) the presence of which could subject the Bank or its successors and assigns to any liability under applicable state or Federal law or local ordinance either at any time that such property is pledged to the Bank or upon the enforcement by the Bank of its security interest therein. The Member hereby agrees to indemnify and hold the Bank harmless against all costs, claims, expenses, damages, and liabilities resulting in any way from the presence or effects of any such toxic or hazardous substances or materials in, on, or under any real property or interest in real property that is subject to or included in the Collateral;

(i) Reserved.

(j) The exact legal name of the Member, the type and jurisdiction of organization of the Member, and the location of the Member's chief executive office, each as stated in the first paragraph of this Agreement is true, accurate, and complete. The Member will provide prior written notice to the Bank as soon as reasonably practicable, of any change to its name, its type and jurisdiction of organization, or the location of its chief executive office.

ARTICLE IV
DEFAULT; REMEDIES

Section 4.01 EVENTS OF DEFAULT; ACCELERATION. Upon the occurrence of and during the continuation of any of the following events or conditions of default ("Event of Default"), the Bank may at its option and in its discretion, by a notice to the Member, declare all or any part(s) of the Indebtedness and accrued interest thereon, including any prepayment fees or charges which are payable in connection with the payment prior to the originally scheduled maturity of any Advance, to be immediately due and payable without presentment, demand, protest, or any further notice:

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(a) Failure of the Member to pay when due any principal of any Advance or failure of the Member to pay within three (3) business days when due any interest on any Advance;

(b) Material breach or failure of the Member to comply with the requirements of the Credit Policy or perform any covenant, promise, or obligation or to satisfy any condition or liability contained herein, in any Application, Confirmation of Advance or in any other agreement to which the Member and the Bank are parties; provided (i) Member shall have fifteen (15) days to cure any such material breach or default that is not related to any collateral requirements as set forth in the Credit Policy or the documents identified in this subsection (b); provided however, if any condition (whether or not related to any collateral requirements) is capable of being cured (i) by the substitution or addition of new Qualifying Collateral, then Member may immediately substitute or add new Qualifying Collateral; or (ii) Member may immediately pay down Member's Indebtedness so that the amount of Qualifying Collateral has a Collateral Value that is at least equal to the then current required Collateral Maintenance Level in order to cure the condition;

(c) In the Bank's good faith and reasonable determination, evidence coming to the attention of the Bank that any representation, statement, or warranty made or furnished in any document delivered to the Bank by or on behalf of the Member in connection with any Advance, any specification or description of Qualifying Collateral or any report or certification concerning the status, principal balance or Collateral Value of any item of Collateral was false in any material respect when made or furnished; provided however, if such condition is capable of being cured (i) by the substitution or addition of new Qualifying Collateral, then Member may immediately substitute or add new Qualifying Collateral; or (ii) Member may immediately pay down Member's Indebtedness so that the amount of Qualifying Collateral has a Collateral Value that is at least equal to the then current required Collateral Maintenance Level in order to cure the condition;

(d) Failure of the Member to maintain adequate Qualifying Collateral free of any encumbrances or claims as required herein; provided however, if such condition is capable of being cured (i) by the substitution or addition of new Qualifying Collateral, then Member may immediately substitute or add new Qualifying Collateral; or (ii) Member may immediately pay down Member's Indebtedness so that the amount of Qualifying Collateral has a Collateral Value that is at least equal to the then current required Collateral Maintenance Level in order to cure the condition;

(e) The issuance of any material tax, levy, seizure, attachment, garnishment, levy of execution, or other process with respect to the Collateral at such time as Member has any outstanding Advances due to the Bank; provided however, if such condition is capable of being cured (i) by the substitution or addition of new Qualifying Collateral, then Member may immediately substitute or add Qualifying Collateral; or (ii) Member may immediately pay down Member's Indebtedness so that the amount of Qualifying Collateral has a Collateral Value that is at least equal to the then current required Collateral Maintenance Level in order to cure the condition;

(f) Member or any Affiliate shall have defaulted in payment or failed to perform its obligations with respect to indebtedness to any other creditor in excess of(i) $250,000 as to Member; (ii) $100,000 as to an Affiliate that is pledging Collateral to the Bank on behalf of Member; or (iii) $25,000,000 as to other Affiliates ("Material Indebtedness"), which results in the holder of such Material Indebtedness having the right to accelerate the maturity of such Material Indebtedness of the Member or Affiliate, respectively, under any security agreement, indenture, loan agreement, instrument, or comparable agreement or the early termination or close-out of any Swap Transaction or other derivatives contract;

(g) The (i) Member, (ii) Guarantor, (iii) any Affiliate(s) pledging Collateral or (iv) any other Affiliate(s) not pledging Collateral with a Tangible Net Worth, individually or in the aggregate, in excess of $25,000,000: (1) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due; (2) makes a general assignment, arrangement or composition with or for the benefit of its creditors; (3)(A) institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official, or (B) has such a proceeding instituted against it by a person or entity not described in clause (A) above and such proceeding either results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its

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winding-up or liquidation or is not appealed, dismissed, discharged, stayed or restrained within 45 days; (4) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); (5) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets; (6) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets; or (7) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts; provided, however, the Member shall have forty-five (45) days to cure any of the above events or occurrences set forth in clauses (1) – (7) above with respect to any such Affiliate(s) addressed by clause (iv) above.

(h) Sale by the Member of all or a material part of the Member's assets or the taking of any other action by the Member to liquidate or dissolve;

(i) Reserved.

(j) Merger, consolidation, or other combination of the Member with an entity which is not a member of the Bank if the nonmember entity is the surviving entity;

(k) The Bank reasonably and in good faith determines that a material adverse change has occurred in the financial condition of (i) the Member, (ii) Guarantor, (iii) any Affiliate(s) pledging Collateral or (iv) any other Affiliate(s) not pledging Collateral with a Tangible Net Worth, individually or in the aggregate, in excess of $25,000,000, from that disclosed at the time of the making of any Advance or from the financial condition of the Member, Guarantor or such Affiliate(s) as theretofore most recently disclosed to the Bank which could either (1) affect the ability of the Member to perform its obligations under this Agreement or (2) impair the prospect of repayment of any portion of the Indebtedness;

(l) Any Official Body takes any action with respect to the Member or an Affiliate which (i) is in anticipation of a takeover or assumption of control of the Member or Affiliate by any Official Body; (ii) is a takeover or assumption of control of the Member or Affiliate by any Official Body; or (iii) results in the supervision of the Member’s or Affiliate's operations pursuant to an order of any court or Official Body; provided, however, supervision of such Member's or Affiliate's operations by an Official Body shall encompass significant orders covering a material portion of such Member's or Affiliate's operations and shall not include immaterial regulatory actions or memoranda of understanding, written agreements and orders that relate to compliance matters such as reporting and commercial or consumer lending issues;

(m) Any material breach by the Guarantor under the Guaranty, dated as of the date hereof and signed by the Guarantor, including without limitation, Guarantor's failure to comply with the financial covenants set forth in Section 8 or the delivery requirements set forth in Section 11 thereof; provided however, Guarantor shall have fifteen (15) days to cure any breach not related to a breach of the financial covenants set forth in Section 8.

(n) Reserved.

(o) Reserved.

(p) Reserved.

Section 4.02 REMEDIES.

(a) Upon the occurrence and during the continuance of any Event of Default, the Bank shall have all of the rights and remedies provided by applicable law, which shall include, but not be limited to, all of the remedies of a secured party under the UCC.

(b) Without limiting or affecting other rights of the Bank pertaining to the Collateral contained herein, the Bank, at its option and in its discretion, may take or cause its agent to take immediate possession or control of any of the Collateral or any part thereof wherever the same may be found by suit or otherwise. The Bank may sell, assign, and deliver the Collateral or any part thereof at public or private sale (at the sole option of the Bank), without recourse for

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such price as the Bank deems appropriate without any liability for any loss due to a decrease in the market value of the Collateral during the period held. The Bank shall have the right to purchase all or part of the Collateral at such sale free of any right of redemption on the part of the Member which right is expressly waived and released to the fullest extent permitted by law. If the Collateral includes insurance or securities which will be redeemed by the issuer upon surrender, or any deposits or other accounts in the possession or control of the Bank, the Bank may realize upon such Collateral without notice to the Member to the extent permitted by law.

(c) The Member waives any demand, advertisement, or notice of the time or place of intended disposition of any of the Collateral except to the extent required by applicable law. Any such notification shall be deemed reasonably and properly given if given as provided by applicable law or in accordance with Section 5.06 hereof at least 10 days before any such disposition. The Member agrees that the Bank may exercise its rights of setoff upon the occurrence of an Event of Default in the same manner as if the Advances and other Indebtedness were unsecured.

(d) Notwithstanding any other provision hereof, upon the occurrence and during the continuance of any Event of Default at any time when all or part of the obligations of the Member to the Bank hereunder shall be the subject of any guarantee by a third party for the Bank's benefit and there shall be other outstanding obligations of the Member to the Bank that are not so guaranteed but that are secured by the Collateral, then any sums realized by the Bank from the Collateral, or from any other collateral pledged or furnished to the Bank by the Member under any other agreement, shall be applied first to the satisfaction of such other nonguaranteed obligations and then to the Member’s guaranteed obligations hereunder.

(e) The Member agrees that Indebtedness includes all the reasonable costs and expenses of the Bank in the collection and enforcement and preservation of the Bank's rights and remedies in case of default, including, without limitation, reasonable attorneys’ fees. Any sums owed to the Bank under this Section 4.02(e) may be collected by the Bank. at its option, by debiting the Member's DID Account with the Bank.

Section 4.03 PAYMENT OF PREPAYMENT CHARGES. Any prepayment fees or charges applicable to an Advance shall be calculated in accordance with the formula set forth in the Bank's Credit Policy and shall be payable at the time of any voluntary or involuntary payment of all or part of the principal of such Advance prior to the originally scheduled maturity thereof, including without limitation payments that are made as part of a liquidation of the Member or that become due as a result of an acceleration pursuant to Section 4.01 hereof, whether such payment is made by the Member, by a conservator, receiver, liquidator, Affiliates or trustee of or for the Member, or by any successor to or any assignee of the Member.

Section 4.04 CERTAIN PROVISIONS AS TO SALE OF COLLATERAL. In view of the possibility that Federal and state securities laws and Federal and state laws applicable to the Member may impose certain restrictions on the method by which a sale of the Collateral may be effected, the Bank and the Member agree that any sale of the Collateral as a result of the occurrence and continuance of an Event of Default shall be deemed "commercially reasonable" irrespective of whether the notice or manner of such sale contains provisions, or imposes, or is subject to, conditions or restrictions deemed appropriate to comply with the Securities Act of 1933 or any other applicable Federal or state securities law or any state or Federal law applicable to the Member. It is further agreed that from time to time the Bank may attempt to sell the Collateral by means of private placement. In so doing, the Bank may restrict the bidders and prospective purchasers to those who will represent and agree that they are purchasing for investment only and not for distribution or otherwise impose restrictions deemed appropriate by the Bank for the purpose of complying with the requirements of applicable securities laws. The Bank may solicit offers to buy such Collateral, for cash or otherwise, from a limited number of investors deemed by the Bank to be responsible parties who might be interested in purchasing such Collateral. To the extent permitted by applicable law, if the Bank solicits offers from not less than three such investors, then the acceptance by the Bank of the highest offer obtained therefrom (whether or not three offers are obtained) shall be deemed to be a commercially reasonable method of disposing of the Collateral.

Section 4.05 APPLICATION OF PAYMENTS. Upon the occurrence and during the continuance of any Event of Default, the Bank shall apply any payment by or recovery from the Member, or any sum realized from Collateral which shall be received by the Bank to payment of the Indebtedness in such manner as the Bank shall choose, which Indebtedness includes all reasonable costs of collection and enforcement and any amounts paid or advanced under Outstanding Commitments. The Bank shall, unless otherwise required by applicable law, remit any surplus to the Member.

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ARTICLE V
MISCELLANEOUS

Section 5.01 GENERAL REPRESENTATIONS AND WARRANTIES BY THE MEMBER; COVENANTS. The Member hereby represents, warrants and covenants that, as of the date hereof and the date of each Advance hereunder:

(a) The Member is not, and neither the execution of nor the performance of any of the transactions or obligations of the Member under this Agreement shall, with the passage of time, the giving of notice or otherwise, cause the Member to be: (1) in violation of its charter or articles of incorporation, bylaws, the Act or the Regulations, any other law or administrative regulation, including, but not limited to, any applicable anti-predatory lending law or regulation, any court decree, or any order of an Official Body; provided however, Member's representation that it is not in violation of the Act, Regulations, or other law or administrative regulation refers to violations that could have a material impact to the financial condition of the Member and does not include immaterial violations, including for example that may be raised as part of a regulatory examination such as reporting and commercial or consumer lending compliance matters; or (2) in default under or in breach of any material indenture, contract, or other instrument or agreement to which the Member is a party or by which it or any of its property is bound, which would have a material adverse effect on Member;

(b) The Member has full limited liability company power and authority and has received all limited liability company and governmental authorizations and approvals (including without limitation those required under the Act and the Regulations) as may be required to enter into and perform its obligations under this Agreement, to borrow each Advance, and to obtain each Commitment for an Advance;

(c) The information given by the Member in any document provided in connection with an Application, request for an Advance, Commitment for an Advance, a pledge, specification or delivery of Collateral ("Information"), taken as a whole, is true, accurate, and complete in all material respects; notwithstanding the foregoing, if any Information given by Member to the Bank that incorporates or references other Information ("Additional Information"), such Additional Information shall be considered part of the original Information or purposes of taking the Information as a whole as true, accurate and complete in all material respects;

(d) The Member, unless otherwise exempted, is in compliance with any Regulations pertaining to community investment or service adopted pursuant to Section 10(g) of the Act (12 U.S.C. 1430(g), as amended);

(e) All long-term Advances shall be utilized solely for the purpose of providing funds for residential housing finance. "Long-term" is defined as greater than five years in term or as defined by the Federal Housing Finance Agency;

(f) The Member shall notify the Bank promptly if it becomes aware of a material adverse event affecting the Member or its business or operations, including an event, which with a lapse of time, could cause the Collateral Value of Qualifying Collateral to fall below the Collateral Maintenance Level;

(g) The Member consents to the recording of telephone conversations in connection with this Agreement and any Advances and any other products and services that the Member may receive from time to time from the Bank;

(h) The Member's managers approved the execution of this Agreement and such approval is recorded in its official minutes and this Agreement has been, continuously, from the time of its execution, an official record of the Member;

(i) The Member shall deliver to the Bank promptly thereafter, or notify the Bank promptly thereafter of the availability of such filings on the Guarantor's website, of the Guarantor's delivery thereof to the appropriate federal or state Official Body, a copy of each Form 10-K, 10-Q or other filing with the Securities and Exchange Commission, if any, with respect to Guarantor and a copy of all financial statements, contained in such Form 10-K or 10-Q, as applicable, such financial statements to be prepared in accordance with generally accepted accounting principles;

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(j) The Member shall provide to the Bank within forty-five (45) calendar days after the end of each of the first three (3) fiscal quarters in each fiscal year, and seventy-five (75) days after the end of the fiscal year, a list of encumbered and unencumbered assets in both the Member and its Affiliates, and consolidated and consolidating balance sheet and income statement presented in a manner consistent with the annual filing of the Member and its Affiliates whose assets are included in the Member Financial Covenants, such information provided for the fiscal year may be unaudited. For purposes of this subsection (j), Affiliates does not include Guarantor.

(k) Member shall deliver to the Bank promptly after delivery thereof to the Captive Insurance Division of the Vermont Department of Financial Regulation (the "Vermont DFR"), but no later than ninety (90) days after year-end, a copy of the full set of financial statements and annual certifications of the Member required to be delivered to the Vermont DFR (or other Official Body, as applicable), including but not limited to the Vermont Captive Annual Report (VCAR). Additionally, Member shall provide to the Bank within ninety (90) days after the end of each fiscal year of the Member, the Member's annual audited financial statements prepared by an independent audit firm, and the annual actuarial certification, such financial statements to be prepared in accordance with the requirements of the Vermont DFR. Audited financial statements shall include comparative financials to the prior year and should not include any qualification or indication that any occurrence of any event or condition or contingency would materially impair the prospect of payment or performance of any covenant under this Agreement or the related documents evidencing or in connection with the Indebtedness.

(l) Concurrently with the financial statements of the Member furnished to the Bank pursuant to Section 5.01 (j) hereof, a certificate of the Member signed by the Chief Executive Officer, Chief Operating Office, President, Chief Financial Officer of the Member, General Counsel or Treasurer to the effect that, (i) the representations and warranties of the Member contained in this Agreement and the related documents evidencing or in connection with the Indebtedness are true in all material respects on and as of the date of such certificate with the same effect as though such representations and warranties had been made on and as of such date and the Member has performed and complied in all material respects with all covenants and conditions hereof, (ii) no Event of Default or event which with the passing of time or the giving of notice or both would become an Event of Default has occurred and is continuing on the date of such certificate, and (iii) the Member is in compliance with the Member Financial Covenants set forth in Section 5.01A (outlined on Appendix A) on and as of the date of such certificate; notwithstanding the quarterly certification requirement set forth herein, Member shall notify the Bank promptly at any time intra-quarter if Member is not in compliance with the covenants set forth in Section 5.01A of the Agreement.

(m) Reserved;

(n) The Member shall deliver to the Bank within five (5) business days of the occurrence thereof, a copy of any amendment to the Member's by-laws, articles or certificate of incorporation or other charter documents;

(o) The Member shall deliver to the Bank as soon as reasonably practicable such other information as the Bank's Credit Policy may from time to time reasonably require the Member to deliver to the Bank or as the Bank may otherwise from time to time reasonably request;

(p) The Member shall provide written notice to the Bank upon the occurrence of an Event of Default;

(q) If requested by the Bank, the Member, at the time of execution of this Agreement, shall deliver to the Bank, in form and substance satisfactory to the Bank, an opinion of legal counsel of the Member, such legal counsel to be reasonably satisfactory to the Bank and such opinion to be as to those matters which the Bank may request, in its sole discretion, including without limitation: (i) confirming the power and authority of the Member to enter into this Agreement and the other related loan documents with respect to the Indebtedness and to consummate the transactions contemplated hereby and thereby; (ii) confirming the due authorization of this Agreement and the other documents in connection with the Indebtedness to consummate the transactions contemplated thereby; (iii) confirming there is no material litigation pending against the Member (or describing same); (iv) confirming that there are no regulatory orders which have been issued by any Official Body that would prohibit the Member from entering into this Agreement and the other related loan documents in respect of the Indebtedness and consummating the transitions contemplated hereby and thereby; and (v) confirming the valid and enforceable first priority security interest of the Bank in the Collateral,

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and if, subject to a filed Uniform Commercial Code Financing Statement or possession by the Bank, a perfected security interest of the Bank in the Collateral;

(r) The Member shall at all times comply with all applicable Law, including, without limitation, all Laws relating to: (i) the purchase or holding by the Member of those investments permitted by Law; (ii) transactions with affiliates; (iii) payment of dividends; and (iv) contributions to the Member's surplus, except in each case, where the failure to comply could not reasonably be expected to have a material adverse effect on the Collateral and/or the Bank's rights under this Agreement;

(s) The Member shall notify the Bank of any change in law generally applicable to insurance companies the result of which would reasonably be expected to have a material adverse impact upon the Member; and

(t) Reserved.

Section 5.01A FINANCIAL COVENANTS. On the Effective Date and during the period that this Agreement remains in effect, whether or not there shall be any Indebtedness due and payable to the Bank, Member covenants with and to the Bank, unless consented to by the Bank in writing, the financial covenants as set forth in Appendix A (the "Member Financial Covenants").

Section 5.02 CHANGES TO CREDIT POLICY. The Bank reserves the right to amend, supplement, restate or otherwise modify the Credit Policy, including but not limited to, changes in underwriting criteria, collateral eligibility, reporting requirements, and collateral margins (each, a "Policy Modification") at any time, in its sole discretion, without the consent of the Member, and the Member (i) acknowledges and agrees that this Agreement shall be deemed to have been amended by each such Policy Modification, (ii) acknowledges and agrees that each such Policy Modification shall apply to all Advances and other Indebtedness (whether outstanding on the date of such Policy Modification or incurred after the date thereof) and (iii) agrees to be bound by each and every Policy Modification occurring on, prior to, or after the date of this Agreement. Each Policy Modification shall become effective immediately upon adoption by the Bank; provided, however, no Event of Default shall occur as a result of any Policy Modification until 45 days after the later of (i) the effective date of such Policy Modification and (ii) the date that Member receives notice of such Policy Modification from Bank. The Bank shall provide notice of any Policy Modification in writing, which may include by electronic mail to the Member no later than 10 days after the effective date of such Policy Modification; provided, however, such notice shall be deemed effective when given by the Bank, whether or not actually received by the Member. Notwithstanding the provisions of this Section the Bank shall not amend, supplement, restate or otherwise modify the terms and conditions of any Advance specified in an Application or Confirmation of Advance without the consent of the Member.

Section 5.03 ASSIGNMENT. The Member hereby gives the Bank the full right, power, and authority to assign or transfer all or any part of the Bank’s right, title, and interest in and to this Agreement, and to pledge, assign, or negotiate to any other Federal Home Loan Bank or to any other person or entity, with or without recourse, all or any part of the Indebtedness or participations therein; provided however, if the Bank assigns or transfers its interest in this Agreement or any Indebtedness to a third party other than another Federal Home Loan Bank or Federal Reserve Bank, the Bank will obtain the prior written consent of the Member. In connection therewith, the Bank may assign and deliver the whole or any part of the Collateral to the transferee, which shall succeed to all the powers and rights of the Bank in respect thereof, and the Bank shall thereafter be forever relieved and fully discharged from any liability or responsibility with respect to the Collateral so assigned or pledged, and all references herein to the Bank shall be read to refer to the pledgee or assignee. The Member may not assign or transfer any of its rights or obligations hereunder without the express prior written consent of the Bank, which shall not be unreasonably withheld.

Section 5.04 AMENDMENT: WAIVERS. No modification, amendment. or waiver of any provision of this Agreement or consent to any departure therefrom shall be effective unless in a writing executed by an authorized officer of the party against whom such change is asserted and shall be effective only in the specific instance and for the purpose of which given. The terms of this Agreement may not be modified or amended unless both parties execute a written agreement. No notice to or demand on the Member in any case shall entitle the Member to any other or further notice or demand in the same, or similar or other circumstances. Any forbearance, failure, or delay by the Bank in exercising any right, power, or remedy hereunder shall not be deemed to be a waiver thereof, and any single or partial exercise by the Bank of any right, power, or remedy hereunder shall not preclude the further exercise thereof.

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Every right, power, and remedy of the Bank shall continue in full force and effect until specifically waived by the Bank in writing and no such waiver shall extend to any subsequent matter or impair any right consequent thereon except to the extent expressly so waived.

Section 5.05 JURISDICTION; LEGAL FEES. In any action or proceeding brought by the Bank or the Member in order to enforce any right or remedy under this Agreement, the parties hereby consent to, and agree that they will submit to, the exclusive jurisdiction of the United States District Court for the Northern District of Illinois or, if such action or proceeding may not be brought in Federal court, the jurisdiction of the courts of the State of Illinois located in the City of Chicago. The Member hereby waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue in any such action or proceeding in such courts and any defense or objection based upon any such court being an inconvenient forum for purposes of any such action or proceeding. The parties agree that if any action or proceeding is brought by either party seeking to obtain any legal or equitable relief against the other party under or arising out of this Agreement or any transaction contemplated hereby and such relief is not granted by the final decision, after any and all appeals, of a court of competent jurisdiction, the losing party will pay all reasonable attorneys' fees and other costs incurred by the prevailing party in connection therewith. Each party agrees to reimburse the other party for all reasonable costs and expenses (including reasonable fees and out-of-pocket expenses of outside counsel) incurred by the former party in connection with the enforcement or preservation of the Bank's rights under this Agreement including, but not limited to, its rights in respect of any Collateral and the audit or possession thereof. Any sums owed to the Bank under this Section 5.05 may be collected by the Bank, at its option, by debiting the Member’s DID Account with the Bank.

Section 5.06 NOTICES. Except as provided in the last sentence of this Section 5.06, any notice, advice, request, consent, or direction given, made, or withdrawn pursuant to this Agreement shall be given in writing or by an electronic transmission in such form and provided in accordance with such security procedures or similar protocols as may be established by the Bank, and shall be deemed to have been duly given to and received by a party hereto when it shall have been mailed by first class mail or hand delivered to such party at its address given above by, or if given by hand or by electronic transmission, when actually received by such party at its chief executive office, or as otherwise designated Any notice by the Bank to the Member pursuant to Section 3.04 hereof may be oral and shall be deemed to have been duly given to and received by the Member at the time of the oral communication.

Section 5.07 SIGNATURES OF MEMBER. For purposes of this Agreement, documents and electronic records shall be deemed signed by the Member when a signature or an electronic signature of the Member or an authorized signatory or an authorized facsimile thereof appears on or is associated with the document or electronic record. The Bank may rely on any signature or facsimile thereof which reasonably appears to the Bank to be the signature of an authorized person, including signatures appearing on documents transmitted electronically to and reproduced mechanically at the Bank. The secretary or an assistant secretary of the Member shall from time to time furnish to the Bank, on forms provided by the Bank, a certified copy of the resolution of the Board of Directors of the Member authorizing persons to apply on behalf of the Member to the Bank for Advances and Commitments and otherwise act for and on behalf of the Member in accordance with this Agreement together with specimen signatures or specimen electronic signatures of such persons. Such certifications are incorporated herein and made a part of this Agreement and shall continue in effect until expressly revoked in writing by the Member notwithstanding that subsequent certifications may authorize additional persons to act for and on behalf of the Member. The Bank shall be indemnified and saved harmless by Member from any claims, demands, expenses, loss or damage resulting from or growing out of honoring or relying on the signature or other authority (whether or not properly used and, in the case of any facsimile signature, regardless of when or by whom or by what means such signature may have been made or affixed) of any officer or person whose name and signature was so certified, or refusing to honor any signature or authority not so certified.

Section 5.08 APPLICABLE LAW; SEVERABILITY. In addition to the terms and conditions specifically set forth herein and in any Application or Confirmation of an Advance between the Bank and the Member, this Agreement and all Advances and all Commitments for Advances shall be governed by the statutory and common law of the United States and, to the extent Federal law incorporates or defers to state law, the laws (exclusive of the choice of law provisions) of the State of Illinois. Notwithstanding the foregoing. the Uniform Commercial Code as in effect in the State of Illinois shall be deemed applicable to this Agreement and to any Advance hereunder and shall govern the attachment and perfection of any security interest granted hereunder to the extent that the Act, Regulations. or other statutory law of the United States is not applicable. In the event that any portion of this Agreement conflicts with

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applicable law, such conflict shall not affect other provisions of this Agreement which can be given effect without the conflicting provision, and to this end the provisions of this Agreement are declared to be severable.

Section 5.09 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to the benefit of the successors and permitted assigns of the Member and Bank.

Section 5.10 ENTIRE AGREEMENT. This Agreement amends and restates the existing Advances, Collateral Pledge and Security Agreement dated February 8, 2010, as amended, between Member and the Bank and embodies the entire agreement and understanding between the parties hereto relating to the subject matter hereof and, except as specified in the next sentence, supersedes all prior agreements between such parties which relate to such subject matter.

Section 5.11 CAPTIONS AND HEADINGS. The captions and headings in this Agreement are for convenience only and shall not be considered as part of or affect the construction or interpretation of any provision of this Agreement.

Section 5.12 SURVIVAL OF REPRESENTATIONS, WARRANTIES, AND COVENANTS. All representations,

warranties, and covenants by the Member contained in this Agreement or made in writing in connection herewith, shall be continuing and shall survive execution and delivery of this Agreement and the making of any Advances.

Section 5.13 TERMINATION OF MEMBERSHIP. If, for any reason, Member's membership in the Bank terminates, or Member ceases to be a type of entity that is eligible under the Act to become a member of the Bank, in each case, at such time as the Member has any outstanding Indebtedness due to the Bank, and no Event of Default is occurring, the Bank may at its option and in its discretion, by providing forty-five (45) days advance written notice to the Member, declare all or any part(s) of the Indebtedness and accrued interest thereon, including any prepayment fees or charges which are payable in connection with the payment prior to the originally scheduled maturity of any Advance, to be immediately due and payable without presentment, demand, protest, or any further notice.

Section 5 .14 RELEASE OF COLLATERAL. At such time as the Indebtedness (other than contingent indemnification obligations for which no claim has been made) shall have been paid in full and Member's membership in the Bank has terminated, the Collateral pledged to Bank shall be released from the liens and security interests created by this Agreement and the related documents, and this Agreement and all obligations (other than those expressly stated to survive such termination) of Bank and Member, Guarantor, Trusts and any Affiliate hereunder shall terminate, all without delivery of any instrument or any further action by any party, and all rights to the Collateral pledged to Bank shall revert to Member and the Trusts. At the request and sole expense of Member following any such termination, Bank, or its third party custodian, shall deliver to Member any Collateral held by Bank hereunder.

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IN WITNESS WHEREOF, the Member and the Bank have caused this Agreement to be signed in their names by their duly authorized officers as of the first date above mentioned.

MEMBER
Prospect Mortgage Insurance, LLC
(Typed Name of Member)


By:
Name:
Title:		Member Number:	06968


FEDERAL HOME LOAN BANK OF CHICAGO

By:	/s/ MICHELLE M. JONSON
Title:	Chief Risk Officer


By:	/s/ A. HARRISON
Title:	SVP

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APPENDIX A

MEMBER FINANCIAL COVENANTS

1. Member shall maintain Minimum Liquidity at all times of at least two-percent (2%) of total outstanding Advances and letters of credit.

"Minimum Liquidity" means any of the following: (i) cash deposited in an unrestricted deposit account at the Bank; or (ii) undrawn borrowing capacity.

For example only: Member pledges $100,000,000 of Qualifying Collateral to Bank. Bank specifies 88% as the margin applicable to such Qualifying Collateral, and therefore the undrawn borrowing capacity of such Qualifying Collateral is $88,000,000.

Member could maintain Minimum Liquidity in this example by either: (1) Borrowing $88,000,000 in Advances, and maintaining cash on deposit at the Bank of$1,760,000 (which is 2% of$88,000,000), or (2), Incurring $86,274,509 in Indebtedness, and maintaining $1,725,491 in undrawn borrowing capacity (which is greater than 2% of $86,274,509).

2. Member and any Affiliate owned directly or indirectly by the Member shall not create, incur, assume or suffer to exist, or permit any Non-Advances Indebtedness of Member or such Affiliate (other than existing Non-Advances Indebtedness set forth on Schedule 1 attached hereto), or additional Indebtedness approved by the Bank.

3. Member shall maintain Unencumbered Assets in the Member with fair value as defined by and determined in accordance with GAAP, equal to not less than twenty-percent (20%) of Indebtedness.

4. Advances with a maturity of one (1) year or greater shall not exceed 80% of outstanding Advances at any time.

5. Member shall maintain a minimum twenty (20%) percent Tangible Net Worth to Total Assets ratio on a consolidated basis at all times, and confirmed not less than quarterly, and determined in a manner consistent with the financial statements delivered under Section 5.01(j) and (k), consistently applied.

The defined terms as used in the Member Financial Covenants shall have the following meanings:

"Capital Lease", as applied to any person, means any lease of any property (whether real, personal or mixed) by that person as lessee that, in conformity with GAAP, is accounted for as a capital lease on the balance sheet of that person.

"GAAP" means with respect to the financial statements or other financial information of any person, generally accepted accounting principles in the United States which are in effect from time to time, consistently applied.

"Intangible Assets" shall mean assets that are considered to be intangible assets under GAAP, including customer lists, goodwill, computer software, copyrights, trade names, trademarks, patents, franchises, licenses, unamortized deferred charges, unamortized debt discount and capitalized research and development costs; provided, however, that "Intangible Assets" for any Person shall exclude hedging transactions to the extent related to any purchased mortgage loans and mortgage loan servicing rights and/or special servicing rights of such person and its consolidated subsidiaries.

"Non-Advances Indebtedness" means, for Member and any Affiliate owned directly or indirectly by Member: (a) obligations created, issued or incurred by such entity for borrowed money (whether by loan, the issuance and sale of debt securities or the sale of property to another person or entity subject to an understanding or agreement, contingent or otherwise, to repurchase such property from such person or entity); (b) obligations of such entity to pay the deferred purchase or acquisition price of property or services, other than trade accounts payable (other than for borrowed money) arising, and accrued expenses incurred, in the ordinary course of business so long as such trade accounts

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payable are payable within sixty (60) days of the date the respective goods are delivered or the respective services are rendered; (c) indebtedness of others secured by a lien on the property of such entity, whether or not the respective indebtedness so secured has been assumed by such entity; (d) obligations of such entity in respect of letters of credit or similar instruments issued or accepted by banks and other financial institutions for account of such entity; (e) Capital Leases of such entity; and (f) indebtedness of others guaranteed by such entity.

"Unencumbered Assets" means assets of the Member and of Affiliates owned directly or indirectly by the Member that are free and clear of any liens, encumbrances or other interests other than those approved in writing by the Bank.

"Tangible Net Worth" means, with respect to Member and Affiliates owned directly and indirectly by Member on a consolidated basis, as of any date of determination, (a) all amounts which would be included under capital or shareholders' equity (or like caption) on the financial statements referenced in Sections 5.01(j) and (k) less (b)(i) amounts owing to Member on a consolidated basis from the Guarantor, or from officers, employees, partners, members, directors, shareholders or other persons similarly affiliated with such person or any Affiliate thereof, (ii) Intangible Assets and (iii) prepaid taxes and/or expenses, all on or as of such date.

"Total Assets" means, for any date of determination, an amount equal to the aggregate value of all assets owned by the Member and Affiliates owned directly or indirectly by Member on a consolidated basis less (i) amounts owing to Member on a consolidated basis from the Guarantor, or from officers, employees, partners, members, directors, shareholders or other persons similarly affiliated with such person or any Affiliate thereof, (ii) Intangible Assets, and (iii) prepaid taxes and expenses, all on or as of such date and determined in a manner consistent with the financial statements delivered under Section 5.01(j) and (k), consistently applied.

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EXHIBIT A

IRREVOCABLE LIMITED POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS THAT, (the "Member"), hereby irrevocably constitutes and appoints the Federal Home Loan Bank of Chicago (the "Bank") its true and lawful attorney-in-fact and agent with full power and authority, to prepare, execute, acknowledge, verify, swear to, deliver, endorse, assign, record and file and take every other necessary action with respect to, in its name, place and stead, all of the following:

a. Any and all promissory notes or any item of collateral (collectively, the "Notes") pledged by the Member to the Bank pursuant to the terms of the Advances, Collateral Pledge, and Security Agreement ("Advances Agreement"), dated as of , between the Member and the Bank;

b. Any and all amendments, assignments, and/or releases of any mortgage, deed of trust, or deed to secure debt, or other security instrument, securing any of the Notes pledged by the Member to the Bank pursuant to the terms of the Advances Agreement; and

c. All such other documents as the Bank may deem necessary to (i) maintain and protect its security interest in any real and personal property, tangible or intangible, securing the Notes; or (ii) otherwise satisfy the Member's obligations under the Advances Agreement with respect to the Notes or any security instruments or agreements executed to secure the Notes.

Further, the Member hereby gives and grants to the Bank the authority to do or perform every lawful act necessary or proper in connection with the Notes as fully as the Member might or could do, and without limiting the foregoing, also authorizes the Bank to endorse the Notes using the following form of endorsement which may be hand written, stamped or imprinted, and Member hereby adopts the following as its signature for the purpose of authorizing the Bank to endorse the Notes:

PAY TO THE ORDER OF
WITHOUT RECOURSE

[Name of Member]

BY FEDERAL HOME LOAN BANK OF CHICAGO,
ITS ATTORNEY-IN-FACT

It is expressly understood and intended by the Member that the Power of Attorney hereby granted is coupled with an interest, is granted for a period commencing on the date of the incurrence of any Indebtedness (as defined in the Advances Agreement) and continuing until the discharge of all Indebtedness and all other obligations of the Member under the Advances Agreement, such rights under this Power of Attorney to be exercised by the Bank only upon the occurrence and during the continuance of an Event of Default under the Advances Agreement and in accordance with the Advances Agreement, and is irrevocable for the period granted. This Power of Attorney shall survive the dissolution, liquidation, termination, or transfer of the interests of the Member.

IN WITNESS WHEREOF, I have hereunto set my hand and seal this day of ,20 .


	[Name of Member]
	By:
	Name:
	Title:
SWORN AND WITNESSED in the presence of:

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Acknowledgment

(Illinois)

STATE OF ILLINOIS,

County ss:

The foregoing instrument was acknowledged before me this day of ,20 by , of , a chartered under the laws of the , on behalf of the .


My Commission Expires:
	Notary Public

Acknowledgment

(Wisconsin)

STATE OF WISCONSIN,

County ss:

Personally came before me this day of ,20 , the above-named , of , a , to me known to be the person who executed the foregoing instrument and acknowledge the same.


My Commission Expires:	___________________________________
	Notary Public, State of Wisconsin
	Print name: _________________________

This instrument was drafted by:

Federal Home Loan Bank of Chicago

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Exhibit 10.3

FEDERAL HOME LOAN BANK OF CHICAGO

SUPPLEMENT TO AMENDED AND RESTATED ADVANCES, COLLATERAL PLEDGE, AND SECURITY AGREEMENT

THIS SUPPLEMENT TO AMENDED AND RESTATED ADVANCES, COLLATERAL PLEDGE, AND SECURITY AGREEMENT (together with any and all amendments, modifications. or restatements, the “Supplement”) is entered into as of the 7 th day of July, 2017 by and among the undersigned Prospect Mortgage Insurance, LLC (“Member”), SMRF Trust III, a Delaware statutory trust (the “SMRF Trust III”), Wilmington Trust, National Association, not in its individual capacity but solely as Delaware Trustee of the SMRF Trust III (“SMRF Trust III Trustee”), SMRF Trust III-A, a Delaware statutory trust (“SMRF Trust III-A”, and together with SMRF Trust III, the “Trusts” and each, a “Trust”), Wilmington Trust, National Association, not in its individual capacity but solely as Delaware Trustee of the SMRF Trust III-A (“SMRF Trust III-A Trustee”, and together the SMRF Trust III Trustee, the “Trustees” and each, a “Trustee”), and the Federal Home Loan Bank of Chicago (“Bank”).

WHEREAS, Member and Bank are parties to the Amended and Restated Advances, Collateral Pledge, and Security Agreement, dated as of the date hereof (as supplemented or amended from time to time, the “Agreement”) which remains in full force and effect;

WHEREAS, Member acquired the (i) beneficial interests in SMRF Trust III to the SMRF Trust III Assignment Agreement and (ii) beneficial interests in SMRF Trust III-A pursuant to the SMRF Trust III-A Assignment Agreement;

WHEREAS, SMRF Trust III acquired certain Trust Assets from SMRF Trust I pursuant to an Assignment, Assumption and Recognition Agreement dated as of the date hereof among SMRF Trust I, SMRF Trust III and Impac Mortgage Corp. (the “Assignment, Assumption and Recognition Agreement”);

WHEREAS, each Trust (and its respective Trustee on behalf of such Trust) wishes to pledge all of its assets and Member wishes to pledge the entire 100% beneficial ownership in each of the Trusts that it currently holds and may in the future hold, including the Trust Certificates (as defined herein), as security for the prompt and complete payment of the Indebtedness.

NOW, THEREFORE, Member, each Trust and Bank agree as follows:

Section 1.01 DEFINITIONS. Unless otherwise defined herein, capitalized terms defined in the Agreement will have such defined meanings when used herein. Terms defined herein will have such meanings for purposes of this Supplement. To the extent a term, as defined in this Supplement, is used in the Agreement, the definition in this Supplement will control.

(a) “Agreement” has the meaning set forth in the recitals.

(b) “Assignment, Assumption and Recognition Agreement” has the meaning set forth in the recitals.

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(c) “Back-up Security Interest” means the back-up security interest granted in favor of SMRF Trust III under the Assignment, Assumption and Recognition Agreement, as assigned to the Bank, such security interest being granted merely to provide protection to the Bank in the event that the form of the transaction contemplated by the Assignment, Assumption and Recognition Agreement is deemed to constitute a loan secured directly by a pledge of the related Collateral.

(d) “Bank” has the meaning set forth in the preamble.

(e) “Collateral” means collectively the Trust Collateral and the Trust Interest Collateral.

(f) "Credit Policy" means, collectively, the Bank's Member Products & Credit Policy, its Member Products Guide, its Collateral Guidelines and such other documents or publications as may from time to time be specified therein as supplementing the same, as each such document or publication may from time to time be modified by the Bank in its sole discretion and communicated to the Member.

(g) “Custodial Control Agreements” means the Custodial Control Agreements dated as of the date hereof among Deutsche Bank Trust Company Americas, the Member, the Trusts and the Bank.

(h) "Eligible Collateral" means First Mortgage Collateral, Securities and Other Real Estate Related Collateral.

(i) "First Mortgage Collateral" means Mortgage Loans (excluding participation or other fractional interests therein), the Mortgage Notes evidencing such Mortgage Loans, the Mortgages securing the Mortgage Loans and all general intangibles and accounts relating to a Mortgage Loan, ancillary security agreements, policies and certificates of insurance or guarantees, rent assignments, FHA mortgage insurance or VA loan guarantee certificates, title insurance policies, evidences of recordation, applications, underwriting materials, surveys, appraisals, approvals, permits, notices, opinions of counsel, loan servicing rights, loan servicing data, all other electronically created, stored and/or written records or materials relating to such Mortgage Loans, the proceeds of the Mortgage Loans, and any real property or other property obtained through foreclosure, by realizing upon or in settlement of such Mortgage Loans and/or the Mortgages.

(j) “First Mortgage Documents” means fully disbursed whole first mortgages and deeds of trust secured by a first lien on one to four unit dwellings, and all notes, bonds or other instruments evidencing loans secured by such mortgages and any endorsements or assignments thereof to the related Trust.

(k) “Governing Body” means, with respect to any Person, that Person’s trustee, administrator, board of directors, board of trustees, managing member, manager, general partner or other comparable Person with decision-making authority over such Person.

(l) “Governmental Authority” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any

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agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

(m) “Lien” means any interest in property securing an obligation owed to, or a claim by, a Person other than the owner of the property, whether such interest is based on common law, statute or contract and including, without limitation, the security interest, security title or lien arising from a security agreement, mortgage, deed of trust, deed to secure debt, encumbrance, pledge, conditional sale or trust receipt, or a lease, consignment or bailment for security purposes.

(n) “Member” has the meaning set forth in the preamble.

(o) “Organizational Documents” means with respect to a Trust, the related certificate of trust, Trust Agreement or other comparable governance documents for such Trust, and with respect to the Member, the Member’s certificate of formation, by-laws, partnership agreement, limited partnership agreement, limited liability company agreement or other comparable governance documents.

(p) “Other Mortgage Documents” means mortgages secured by an interest in real property other than a first lien on one to four unit dwellings and all mortgage notes secured by such mortgage and any endorsements or assignments thereof to Trust.

(q) "Other Real Estate Related Collateral" means (i) all other loans, lines of credit or indebtedness evidenced by Mortgage Notes, excluding First Mortgage Collateral, but otherwise including without limitation, home equity loans, home improvement loans, subordinate loans, mortgage warehouse lines of credit, real estate construction loans, and other real estate related loans, which Mortgage Notes are secured by Mortgages on commercial property, residential property or by security interests in personal property related to real estate transactions or financing, and (A) all Mortgage Notes or other instruments evidencing such loans. lines of credit or indebtedness, (B) any endorsements and assignments thereof, ancillary security agreements. policies and certificates of insurance or guarantees, chattel paper (tangible or electronic), evidences of recordation, applications, underwriting materials, appraisals, notices, opinions of counsel, loan servicing rights, loan servicing data, and all other electronically stored and written records or materials relating to the loans evidenced or secured thereby, (ii) all property relating to the management. collection, processing, accounting for, monitoring, or servicing of loans and accounts, including, without limitation, all checks, instruments, documents, certificates, agreements, loan accounts, payments, chattel paper (tangible or electronic), collections, account statements, computer files, records, promissory notes, endorsements, assignments, and loan servicing data, together with the rights, remedies, and powers related thereto, and (iii) participations in or portions of First Mortgage Collateral and participations in or portions of other real estate related collateral as set forth in clause (i) above.

(r) “Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, as amended.

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(s) “Person” means an individual, partnership, corporation, limited liability company, association, trust, unincorporated organization, or a government or agency or political subdivision thereof.

(t) “Proceeds” means all cash and non-cash “proceeds” as such term is defined in Section 9-102 of the UCC and, in any event, shall include, without limitation, all dividends or other income from Trust Collateral, all dividends or other income from Trust Certificates, and any and all collections on the foregoing or distributions with respect to the foregoing or the conversion, voluntary or involuntary, of any thereof.

(u) “Prohibited Person” means any person or entity: (a) listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, and relating to Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support Terrorism, or (b) that is named as a “specifically designated national (SDN)” on the most current list published by the U.S. Treasury Department Office of Foreign Assets Control at its official website (http://www.treas.gov.ofac/t11sdn.pdf) or at any replacement website or other replacement official publication of such list.

(v) “Qualifying Collateral” means Trust Collateral which: (1) qualifies as security for Advances under the terms and conditions of the Credit Policy, the Act, and the Regulations and satisfies requirements that may be established by the Bank; and (2) is owned directly or indirectly through the Trusts free and clear of any liens, encumbrances, or other interests other than (x) the grant to the Bank hereunder and (y) in favor of the applicable Trustee under the Trust Agreement.

(w) "Securities" means mortgage-backed securities (including participation certificates) issued by Federal Home Loan Mortgage Corporation or Federal National Mortgage Association, obligations guaranteed by Government National Mortgage Association, consolidated obligations of the Federal Home Loan Bank System and/or obligations issued or guaranteed by the United States or an agency thereof, privately-issued residential mortgage-backed securities, and other securities as may be specified from time to time in the Credit Policy

(x) “SMRF Trust III” has the meaning set forth in the preamble.

(y) “SMRF Trust III Assignment Agreement” means the Assignment Agreement dated as of the date hereof between Member and Starwood Non-Agency Lending, LLC.

(z) “SMRF Trust III Trust Agreement” means the Amended and Restated Trust Agreement for SMRF Trust III dated as of the date hereof, among the Member, as sponsor, SMRF Trustee III, and the Member, as administrator.

(aa) “SMRF Trust III Trust Certificate” means the SMRF Trust III Trust Certificate No. 1, dated as of the date hereof, issued pursuant to the SMRF Trust III Trust Agreement, and the 100% beneficial interest in the SMRF Trust III Assets represented thereby.

(bb) “SMRF Trust III Trustee” has the meaning set forth in the preamble.

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(cc) “SMRF Trust III-A” has the meaning set forth in the preamble.

(dd) “SMRF Trust III-A Assignment Agreement” means the Assignment Agreement dated as of the date hereof between Member and SMRF TRS, LLC.

(ee) “SMRF Trust III-A Trust Agreement” means the Amended and Restated Trust Agreement for SMRF Trust III-A, dated as of the date hereof among Member, as sponsor, SMRF Trust III A Trustee, and Member, as administrator.

(ff) “SMRF Trust III-A Trust Certificate” means SMRF Trust III-A Trust Certificate No. 1, dated as of the date hereof, issued pursuant to the SMRF Trust III-A Trust Agreement, and the 100% beneficial interest in the SMRF Trust III-A Assets represented thereby.

(gg) “SMRF Trust III-A Trustee” has the meaning set forth in the preamble.

(hh) “Statutory Trust Statute” means Chapter 38 of Title 12 of the Delaware Code. 12 Del. Code § 3801 et. seq ., as the same may be amended from time to time.

(ii) “Subsidiary” means, as to any Person, any corporation, association, trust or other business entity in which such Person, whether alone or with other Persons (including, without limitation, one or more of such Person’s other Subsidiaries) owns sufficient equity or voting interests to enable it or them (as a group) ordinarily, in the absence of contingencies, to elect a majority of the directors (or Persons performing similar functions) of such Subsidiary, and any partnership or joint venture if more than a 50% interest in the profits or capital thereof is owned by such Person, whether alone or with other Persons (including, without limitation, one or more of such Person’s other Subsidiaries) and one or more of its Subsidiaries (unless such partnership can and does ordinarily take major business actions without the prior approval of such Person, whether alone or with other Persons (including, without limitation, one or more of such Person’s other Subsidiaries)).

(jj) “Supplement” has the meaning set forth in the preamble.

(kk) “Trust Agreements” means collectively the SMRF Trust III Trust Agreement and the SMRF Trust III-A Trust Agreement.

(ll) “Trust Certificates” means collectively the SMRF Trust III Trust Certificate and the SMRF Trust III-A Trust Certificate, together with all certificates, instruments and documents representing or evidencing the Member’s interests in the SMRF Trust III Trust Agreement and the SMRF Trust III-A Trust Agreement from time to time.

(mm) “Trust Collateral” means all of the applicable Trust’s or Trustee’s (a) Eligible Collateral, (b) in the case of SMRF Trust III and SMRF Trust III Trustee, all rights and interests under the Assignment, Assumption and Recognition Agreement, (c) First Mortgage Documents, (d) intellectual property rights, accounts, equipment, fixtures, inventory, investment property, payment intangibles, goods, chattel paper (both tangible and electronic), commercial tort claims, general intangibles, letter-of-credit rights, letters of credit, money, financial assets, supporting obligations, contract rights, deposit accounts, instruments, promissory notes and

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documents, whether now owned or existing or hereafter arising or acquired and wheresoever located, and (e) Proceeds of the foregoing.

(nn) “Trust Interest Collateral” means the (a) Trust Certificates, (b) all of the Member’s rights, but not its obligations, as a holder now or hereafter owned by the Member in either of the Trusts including in and to the property (and interest in property) owned by either of the Trusts, (c) all rights to vote, give consents, make waivers and receive notices provided to the holders of Trust Certificates, (d) all distributions, cash, instruments, securities or other property from time to time received, receivable or otherwise distributed in respect of, or in exchange for, the Trust Certificates including the right to receive distributions of the assets of either of the Trusts upon complete or partial liquidation or otherwise, (e) all other rights provided to the holders of the Trust Certificates, (f) all of the Member’s right, title and interest in, to, and under the SMRF Trust III Assignment Agreement and the SMRF Trust III-A Assignment Agreement; and (g) any and all Proceeds of the foregoing.

(oo) “Trustees” has the meaning set forth in the preamble.

(pp) “Trusts” has the meaning set forth in the preamble.

(qq) “UCC” means the Uniform Commercial Code from time to time in effect in the State of Illinois, provided, that if by mandatory provisions of law, the perfection or effect of perfection or non-perfection of the security interest created hereunder in any Collateral is governed by the Uniform Commercial Code as in effect on or after the date of this Supplement in any other jurisdiction, “UCC” means the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such perfection or the effect of perfection or non-perfection.

Section 2.01 CREATION OF SECURITY INTEREST.

As security for all Indebtedness of the Member under the Agreement:

(a) Each Trust and its Trustee hereby assigns, transfers and pledges to the Bank and grants to the Bank a security interest in and to all of its right, title and interest in such Trust’s or Trustee’s Trust Collateral, in any case, whether now owned or existing or hereafter acquired or arising, for the benefit of the Bank as collateral security for the prompt and complete payment and performance of all of the Indebtedness of the Member under the Agreement. Notwithstanding the foregoing, each Trust shall be entitled to receive all distributions and Proceeds with respect to such related Trust Collateral until the occurrence of an Event of Default hereunder.

(b) The Member hereby assigns, transfers and pledges to the Bank and grants to the Bank a security interest in and to all of its right, title and interest in the Trust Interest Collateral, whether now owned or existing or hereafter acquired or arising, for the benefit of Bank as collateral security for the prompt and complete payment and performance of all of the Indebtedness of the Member under the Agreement. Notwithstanding the foregoing, Member shall be entitled to receive all distributions and Proceeds with respect to the Trust Interest Collateral until the occurrence of an Event of Default hereunder.

Section 2.02 COLLATERAL MAINTENANCE REQUIREMENT.

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(a) Any Collateral that has not been delivered in accordance with Section 3.04 of the Agreement shall at all times be held in trust for the benefit of, and subject to the direction and control of, the Bank and physically safeguarded with at least the same degree of care as the related Trust or Member, as applicable, uses in physically safeguarding its own property.

(b) For purposes of determining Member’s compliance with the requirements under the Agreement that it maintain Qualifying Collateral with a market value at least equal to the then current Collateral Maintenance Level, Trust Collateral shall be deemed to constitute Trust Collateral owned by Member, but shall be deemed Qualifying Collateral under the Agreement only to the extent that it otherwise satisfies the definition of Qualifying Collateral under the Agreement.

(d) Each of the Bank, the Member, and the Trusts hereby acknowledges and agrees that from time to time Trust III may transfer Trust Collateral to Trust III-A for accounting and other purposes; provided, that, no such transfer shall in any way release, impair or in any way impact the Lien on the Trust Collateral created hereunder. The Lien on the Trust Collateral shall only be released, and any related Trust Collateral withdrawn from the Agreement or this Supplement, upon compliance with each requirement set forth in Sections 3.02(a) and 3.05 of the Agreement.

Section 2.03 DELIVERY OF TRUST COLLATERAL.

(a) Each Trust shall deliver (or, in the case of uncertificated securities, otherwise transfer in such manner as shall be acceptable to the Bank) to the Bank, or to a custodian designated by the Bank, Trust Collateral in an amount, when combined with the Trust Collateral delivered by or on behalf of the other Trust and collateral delivered by or on behalf of the Member, equal to the Collateral Maintenance Level as determined in good faith by the Bank. The attached Schedule of Trust Collateral is a list of the Mortgage Loans delivered by Member and the Trusts on the Closing Date.

(b) Each Trust shall deliver to the Custodian such Trust Collateral required to be and maintained in accordance with the Custodial Control Agreements.

(c) Each Trust and its Trustee, by execution of this Supplement, hereby irrevocably authorizes the Bank to file, in the name of each Trust and its respective Trustee, or otherwise, without the signature or other separate authorization or authentication of the Trust or Trustee appearing thereon, such UCC financing statements (including, without limitation, continuations and amendments) in such jurisdictions as the Bank may deem necessary or appropriate to perfect or maintain the perfection of the security interest of the Bank with respect to any Trust Collateral. Each Trust agrees that a photocopy, electronic or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. Each Trust shall pay the cost of, or incidental to, any recording or filing of any financing statements (including. without limitation, continuations and amendments) or other assignment documents concerning the Trust Collateral. Each Trust shall give such further assurances as may otherwise be necessary or desirable for the creation, preservation and/or perfection of the Lien created by this Supplement.

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(d) Member, by execution of this Supplement, hereby irrevocably authorizes the Bank to file, in the name of Member, or otherwise, without the signature or other separate authorization or authentication of Member appearing thereon, such UCC financing statements (including, without limitation, continuations and amendments) in such jurisdictions as the Bank may deem necessary or appropriate to perfect or maintain the perfection of the security interest of the Bank with respect to the Trust Interest Collateral. Member agrees that a photocopy, electronic or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. Member shall pay the cost of, or incidental to, any recording or filing of any financing statements (including, without limitation, continuations and amendments) or other assignment documents concerning the Trust Interest Collateral. Member shall give such further assurances as may otherwise be necessary or desirable for the creation, preservation and/or perfection of the Lien created by this Supplement.

(e) In addition, at any time that Member is in possession of any Collateral, whether as servicer thereof or otherwise, Member agrees that it shall take each of the required actions with respect to such Trust Collateral as the related Trust is required to perform pursuant to Paragraphs (a), (b), (c), and (d) of this Section 2.03.

(f) In addition, each Trust will be subject to the provisions of Section 3.04 of the Agreement.

Section 2.04 DELIVERY OF TRUST CERTIFICATES; ASSIGNMENT IN BLANK WITH SIGNATURE GUARANTY.

(a) Member shall deliver (or, in the case of uncertificated securities, otherwise transfer in such manner as shall be acceptable to the Bank) to the Bank, or to a custodian designated by the Bank, the Trust Certificates owned by it as of the Closing Date and from time to time thereafter. Until such time as Trust Interest Collateral is delivered to the Bank, Member shall, at all times, hold the Trust Certificates in trust for the benefit of, and subject to the direction and control of, the Bank and physically safeguard the Trust Certificates with at least the same degree of care as Member uses in physically safeguarding its other property.

(b) Concurrent with the delivery to the Bank of each of the Trust Certificates, Member shall deliver an undated assignment covering each such Trust Certificate, duly executed in blank by Member.

Section 2.05 WITHDRAWAL OF COLLATERAL. Each Trust will be subject to the provisions of Section 3.05 of the Agreement as such may pertain to First Mortgage Collateral and Securities owned by such Trust.

Section 2.06 BANK’S RESPONSIBILITIES AS TO COLLATERAL. The Bank agrees to abide by Section 3.06 of the Agreement as it pertains to the Collateral. Member and each Trust agrees that any and all Collateral may be removed by the Bank from the state or location where situated, and may be subsequently dealt with by the Bank as provided in this Supplement and the Agreement.

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Section 2.07 BANK’S RIGHTS AS TO COLLATERAL; POWER OF ATTORNEY.

(a) At any time, at the expense of the related Trust or Member, as pledgor of the related Collateral, the Bank may in its reasonable discretion, after the occurrence and during the continuance of an Event of Default, in its own name or in the name of its nominee or of the related Trust, do any or all things and take any and all reasonable actions that are pertinent to the protection of the Bank's interest hereunder and, if such actions are subject to the laws of a state, are lawful under the laws of the State of Illinois including, but not limited to the following:

(1) Terminate any consent given hereunder except for those consents agreed to in writing as an amendment to this Supplement and executed by both parties;

(2) Notify obligors on any Collateral to make payments thereon directly to the Bank;

(3) Endorse any Trust Collateral in the related Trust’s name or that has been endorsed by others to either Trust’s name;

(4) Enter into any extension, compromise, settlement, release, renewal, exchange, or other agreement relating to or affecting any Collateral;

(5) Take any action a Trust is required to take or which is otherwise reasonably necessary to (A) file a financing statement or otherwise perfect a security interest in any or all of the Trust Collateral or (B) obtain, preserve, protect, enforce, or collect the Trust Collateral;

(6) Take control of any funds or other proceeds generated by the Collateral and use the same to reduce Indebtedness as it becomes due; and

(7) Cause the Collateral to be transferred to its name or the name of its nominee.

(b) In connection with entering into this Supplement, each Trust has executed a power of attorney in the form of Exhibit A to the Agreement.

(c) Each of the Trusts, and Member hereby waive and agree not to assert (i) any and all right to presentment, protest, demand for payment, notice of default, dishonor or nonpayment and all other notices to or upon either Trust, or Member, as the case may be, including without limitation, notice to as to the making of any Advance or other extension of credit to Member, or the exercise of any right by the Bank hereunder or under the Agreement; (ii) any and all right to require the Bank to proceed against either Trust, or Member or any other collateral pledged by either Trust, or Member before enforcing its rights against Collateral pledged hereunder and any other defense based upon an election of remedies; and (iii) all suretyship defenses and defenses in the nature thereof.

Section 2.08 REPRESENTATIONS AND WARRANTIES, COVENANTS AND AGREEMENTS BY TRUST, AND MEMBER. Each of the Trusts, and Member (i) hereby represents and warrants to and covenants and agrees for the benefit of the Bank on the date of this

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Supplement, and (ii) shall be deemed to represent and warrant to and covenant and agree for the benefit of the Bank on the date of each Advance made by the Bank to the Member in accordance with the provisions of the Agreement, whether or not there shall be Indebtedness due and payable to the Bank under the Agreement from time to time:

(a) All of the Trust Certificates are, and shall at all times hereafter be, one hundred percent (100%) owned by Member subject to the Liens created hereunder. Member is, and shall at all times continue to be, the Sponsor (as defined in its respective Trust Agreement) and Administrator (as defined in its respective Trust Agreement) of each Trust;

(b) The Trust Collateral necessary to satisfy the Collateral Maintenance Level satisfies all the criteria for Qualifying Collateral as to type and amount pursuant to the Agreement, except that such Trust Collateral is or may be beneficially owned directly or indirectly by the related Trust, rather than by Member. If Trust Collateral were held by Member instead of Trust, such Trust Collateral would constitute Qualifying Collateral sufficient to secure any Advances from Bank to Member. Each Trust and the related Trustee, not in its individual capacity but solely as Trustee of such Trust, are the only Persons with an ownership interest in the related Trust Collateral and no other Person has any ownership interest in the Trust Collateral. With the exception of Member and the Trustees under the Trust Agreements, no Person has any right to transfer or assign, or cause the related Trust to transfer or assign, any interest in the Trust Collateral;

(c) Each Trust is, and shall at all times continue to be, the beneficial owner of, and has, and shall at all times have, good and marketable title to, Trust Collateral and has the right and authority to grant a security interest in the Trust Collateral and to subject all of the Trust Collateral to this Supplement;

(d) Except as pledged herein, neither Trust nor Member has sold, assigned, transferred, pledged or granted any option or security interest in or otherwise hypothecated the related Trust Interest Collateral or Trust Collateral, as applicable, in any manner whatsoever and none of the related Trust Interest Collateral or Trust Collateral, as applicable, is subject to any existing pledge, assignment, Lien or negative covenant, except for (i) the pledge of the Collateral in favor of the Bank pursuant to the Agreement and this Supplement and the Back-up Security Interest and (ii) the rights of the related Trustee under the applicable Trust Agreement. No financing statement, security agreement, or other lien instrument or perfection document covering all or any part of the related Trust Interest Collateral or Trust Collateral, as applicable, is on file in any public office, except as may have been filed in favor of or assigned to the Bank pursuant to the Agreement and this Supplement;

(e) Upon delivery to the Bank of Collateral and the filing of appropriate UCC-l financing statements in the central filing office of State of Vermont (in the case of the Member) and the Secretary of State of the State of Delaware (in the case of the Trust and the related Trustee) appropriately describing the applicable Trust Collateral and identifying the debtor party, as the case may be, the Lien granted pursuant to this Supplement will constitute a valid, perfected first priority Lien on the Trust Collateral to the extent that a security interest therein may be perfected by the filing of a UCC-1 financing statement (except, with respect to Proceeds, only to the extent permitted by Section 9-102 of the UCC). Upon delivery to the Bank of the certificates evidencing

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the Trust Certificates, the Lien granted pursuant to this Supplement will constitute a valid, perfected first priority Lien on Trust Certificates (except, with respect to Proceeds, only to the extent permitted by Section 9-102 of the UCC);

(f) The lien of the First Mortgage Collateral and other Eligible Collateral on the real property securing the same is a perfected lien under applicable state law and the lien of the First Mortgage Collateral is a first lien;

(g) Except as may be approved in writing by the Bank, to the best of its knowledge, no account debtor or other obligor owing any obligation to a Trust with respect to any item of First Mortgage Collateral or other Eligible Collateral has or will have any defenses, offsetting claims, or other rights affecting the right of such Trust or the Bank to enforce the writings constituting any such mortgage, mortgage note or promissory obligation, and no defaults (or conditions that, with the passage of time or the giving of notice or both, would constitute a default) exist or will exist under any such writings;

(h) To the best of its knowledge, no part of any real property or interest in real property that is the subject of mortgages included in Qualifying Collateral contains or is subject to the effects of toxic or hazardous materials or other hazardous substances (including those defined in the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended, 42 U.S.C. 9601, et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. 1801 et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. 6901 et seq.; and in the regulations adopted and publications promulgated pursuant to said laws) the presence of which could subject the Bank to any liability under applicable state or Federal law or local ordinance either at any time that such property is pledged to the Bank or upon the enforcement by the Bank of its security interest therein. Each Trust hereby agrees to indemnify and hold the Bank harmless against all costs, claims, expenses, damages, and liabilities resulting in any way from the presence or effects of any such toxic or hazardous substances or materials in, on, or under any real property or interest in real property that is subject to or included in the Collateral.

(i) Each Trust is, and at all times shall maintain its status as, a Delaware statutory trust duly organized, validly existing and in good standing under the laws of the State of Delaware, and shall have all requisite power and authority to conduct its business and to own its properties as now conducted or owned. Each Trust’s Organizational Documents are the sole organizational documents of such Trust, and there has been no further amendment or supplement, modification or restatement of any thereof. Each Trust has delivered to the Bank true, correct and complete copies of its Organizational Documents. For the avoidance of doubt, neither the Member nor a Trust shall amend or permit any Sponsor, related Trustee or any other Person to amend, its Organizational Documents including Section 4.1 of the Trust Agreement without the prior written consent of the Bank, which may be granted or withheld in the Bank's sole and absolute discretion;

(j) Each Trust is “located” in the State of Delaware for purposes of 9-307 of the UCC. Each Trust’s chief executive office and chief place of business, and the place where each Trust keeps its records concerning the Trust Collateral, is located at: 1 E Upper Wacker Dr., Suite 3600, Chicago, IL 60601. Each Trust’s corporate trust office means the office of the Delaware Trustee (as defined in the Trusts Agreement) and Certificate Registrar (as defined in the Trusts

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Agreement) is located at Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890; facsimile: 302-636-4140; Email: RSimpson@wilmingtontrust.com;

(k) Member’s chief executive office and chief place of business, and the place where Member keeps its records concerning the Trust Interest Collateral, is located at: 1 E Upper Wacker Dr., Suite 3600, Chicago, IL 60601;

(l) Each Trust hereby covenants and agrees for the benefit of the Bank that it Trust shall not issue any additional Trust Certificates, and Member shall not cause or permit Trust to issue any additional Trust Certificates and shall not transfer or assign (collaterally or absolutely) any right, title or interest in and to any trust interests in Trust, without the prior written consent of the Bank in each instance, which may be granted or withheld in the Bank's sole and absolute discretion;

(m) The Trust Certificates listed on the Schedule of Trust Certificates constitute, and will at all times hereafter continue to constitute, all of the issued and outstanding ownership interest of each of the Trusts. Member hereby covenants to update the Schedule of Trust Certificates immediately after any event that would make such Schedule inaccurate. Each of the Trust Certificates have been, and will at all times continue to be, duly and validly issued, fully paid and non-assessable;

(n) Subsequent to the execution of this Supplement, Member shall not vote the Trust Certificates or any interest in either Trust on any matter to which it is entitled to vote pursuant to a Trust’s Organizational Documents nor cause either of the Trusts to take any action or fail to act, in each case without the prior written consent of the Bank, if such matter involves Collateral or could otherwise adversely affect the Bank's rights hereunder or under the Agreement or other documents delivered in connection with the transactions contemplated hereby and thereby;

(o) Trust has taken all action required by applicable law or by its Organizational Documents to authorize the execution, delivery and performance of this Supplement and the consummation of the transactions contemplated hereby and thereby;

(p) Member has taken all action required by law and all necessary action (including, without limitation, obtaining the approval of its Governing Body and any consent of its equity holders required by applicable law or by its Organizational Documents, as required) to authorize the execution, delivery and performance of this Supplement and the consummation of the transactions contemplated hereby and thereby. A certified copy of the resolution or consent, as applicable, of the Governing Body of Member is attached hereto as Exhibit B;

(q) No consent, approval, order or authorization or approval of, exemption or waiver by or registration, declaration or filing with any Government Authority is required to be made or obtained by either Trust or Member in connection with the execution and delivery of this Supplement or the consummation of the transactions contemplated hereby other than those that have already been made or will be made contemporaneously with the execution of this Agreement;

(r) This Supplement has been duly and validly authorized, executed and delivered by each of the Trusts and constitutes the valid and binding obligation of such Trust, enforceable against such Trust in accordance with the terms hereof, subject to applicable

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bankruptcy and insolvency laws and other laws affecting creditor’s rights generally and the execution, delivery and performance of this Supplement and the consummation of the transactions contemplated hereby will not (with or without the giving of notice or the lapse of time or both) violate any provision of law applicable to such Trust or any provision of such Trust’s Organizational Documents;

(s) This Supplement has been duly and validly authorized, executed and delivered by Member and constitutes the valid and binding obligation of Member, enforceable against Member in accordance with the terms hereof, subject to applicable bankruptcy and insolvency laws and other laws affecting creditor’s rights generally and the execution, delivery and performance of this Supplement and the consummation of the transactions contemplated hereby will not (with or without the giving of notice or the lapse of time or both) violate any provision of law applicable to Member or any provision of the Member’s Organizational Documents;

(t) All signatories to any and all writings that constitute any Collateral are and will be bound as they appear to be by their signatures and have the requisite authority and capacity (corporate or other) to execute such writings.

(u) Member shall not make any amendment to its Organizational Documents that could adversely affect the rights of the Bank hereunder or under the Agreement without first obtaining the prior written consent of the Bank, which consent shall not be unreasonably withheld; provided, however, that if in the Bank's sole judgment, any such amendment involves Trust Interest Collateral in any way or otherwise could adversely affect the Bank's rights hereunder or under the Agreement, this Supplement or any other documents delivered in connection with the transactions contemplated hereby and thereby, then the Bank may withhold its consent at its sole discretion;

(v) There is no material litigation or administrative proceeding (including, without limitation, any proceeding initiated by any taxing authority) now pending or, threatened against Trust or Member which (x) if adversely decided could materially adversely affect the ability of either Trust or Member, as applicable, to pay or perform its obligations under this Supplement and (y) could reasonably be expected to be adversely determined;

(w) There has been no material adverse change in the financial condition of Member or either Trust since the date of the most recent financial statements delivered to the Bank by Member or either Trust, in accordance with the Agreement and Section 2.09 hereof, as applicable. The financial information provided to the Bank by each Trust pursuant to Section 2.09 hereof is true, correct and accurate in all respects;

(x) All information given from time to time by each Trust as to each item or Collateral, and all information contained in any report, schedule or other documentation provided from time to time by each Trust and/or Member to the Bank as to each item of Collateral, taken as a whole, is true, accurate and complete as of the time given in all material respects;

(y) The Bank shall have the right from time to time, upon reasonable notice, to inspect, audit and make copies of any and all books and records of each of the Trusts and Member, respectively, related to the Collateral; and

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(z) Neither the Member nor either Trust is (i) engaged in any money laundering scheme or activity in violation of applicable anti-money laundering laws and regulations, including the Patriot Act, or (ii) a Prohibited Person.

Section 2.09 FINANCIAL INFORMATION/REPORTS.

(a) Each Trust shall deliver to the Bank on the date of this Supplement and otherwise with reasonable promptness, such reports or other financial or regulatory documents and information relating to the business, operations, affairs, financial condition, assets, liabilities or properties of such Trust or relating to its ability to perform its obligations hereunder, as from time to time may be reasonably requested by the Bank.

(b) Member shall deliver to Bank on the date of this Supplement and within ten (10) days after the end of each quarter, a report, in the form attached hereto as Exhibit C, setting forth all Collateral then held by such Trust and pledged to the Bank pursuant hereto including (1) a listing of the outstanding Mortgage Loans, the Mortgage Loan number, the scheduled balance, the scheduled paid-through dates, the Mortgage Interest Rate and principal and interest payment, and such other information as the Bank may require, (2) a remittance report and (3) a default report. Such reports shall be certified by officers of the Member, and shall include a representation that no additional Trust Certificates have been issued since the date of the previous report.

(c) Each Trust shall make, execute, acknowledge, record, and deliver to the Bank such financing statements, notices, assignments, listings, powers, and other documents with respect to the Collateral and the Bank’s security interest therein and in such form as the Bank may reasonably require.

Section 3.01 EVENTS OF DEFAULT.

(a) An Event of Default shall exist under this Supplement if any of the following conditions or events shall occur and be continuing:

(1) the occurrence of any “Event of Default” (as defined in the Agreement) under the Agreement;

(2) any representation, warranty, certification or statement made or deemed to have been made by or on behalf of either Trust hereunder or in the Agreement or any certificate or document now or hereafter delivered in connection with the transactions contemplated hereby or thereby, or by any officer or trustee of either Trust in respect of this Supplement (including the Exhibits, the Schedule of Trust Certificates, any other schedules and other documents incorporated by reference herein), the Agreement, or in any certificate, financial statement or other notice delivered pursuant hereto or thereto, shall prove to have been incorrect in any material respect on the date as of which made or deemed made;

(3) Member shall fail, upon Bank’s written request, to be dissolve either Trust within five (5) days, in accordance with the terms of Section 3.04 hereof;

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(4) A Governmental Authority of competent jurisdiction shall enter an order appointing, without consent, a custodian, receiver, trustee or other officer with similar powers with respect to either Trust;

(5) Member or either Trust (A) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due, (B) makes a general assignment, arrangement or composition with or for the benefit of its creditors, (C)(1) shall institute or have instituted against it by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or present a petition for its winding-up or liquidation by it or such regulator, supervisor or similar official, (2) shall have such a proceeding instituted against it by a person or entity not described in clause (1) above and such proceeding either results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation or is not appealed, dismissed, discharged, stayed or restrained within 45 days, (D) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger), (E) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets, (F) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets, or (G) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts;

(6) Member, or either Trust shall breach or default in the due performance and observance of any of its respective covenants or other obligations hereunder; provided that Member or Trust shall have fifteen (15) days to cure such breach or default that is not related to collateral requirements as set forth in the Credit Policy or the documents identified in this subsection (6); provided, however, if any condition (whether or not related to any collateral requirements) is capable of being cured (i) by the substitution or addition of new and Qualifying Collateral, then Member or either Trust may immediately substitute or add new Qualifying Collateral; or (ii) Member may immediately pay down Member’s Indebtedness so that the amount of Qualifying Collateral has a Collateral Value that is at least equal to the then current required Collateral Maintenance Level in order to cure the condition;

(7) Member shall own less than 100% of the Trust Certificates of either of the Trusts.

(b) So long as no Event of Default has occurred and is continuing, each Trust shall retain the sole right to exercise all rights of ownership of its respective Trust Collateral for all purposes not inconsistent with the terms hereof and Member shall retain the sole right to exercise its rights of ownership of the Trust Certificates for all purposes not inconsistent with the terms hereof.

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(c) Each Trust, and Member shall, jointly and severally, indemnify, defend and hold harmless the Bank from and against any and all claims, losses and liabilities resulting from any breach by either Trust, or Member of its respective representations, warranties and covenants under this Supplement.

Section 3.02 REMEDIES.

(a) Upon the occurrence and during the continuance of an Event of Default, the Bank may, at its sole option (subject only to the limitations set forth herein, in addition to all other rights and remedies granted in this Supplement and in any other instrument or agreement securing, evidencing or relating to the Indebtedness under the Agreement), (i) declare the principal of any Advance and any other Indebtedness under the Agreement to be due and thereupon shall become so due and payable and (ii) exercise all of the rights and remedies of a secured party under Applicable Law including the UCC. Without limiting or affecting the rights of the Bank to sell part or all of the Collateral as herein authorized, the Bank is further authorized upon the occurrence and during the continuance of an Event of Default hereunder, at its option and in its discretion, to take immediate possession of the Collateral or any part thereof wherever the same may be found, to collect or cause to be collected or otherwise converted into money any part of the Collateral, by suit or otherwise, and is hereby authorized in such case to surrender, compromise, release, renew, extend or exchange any item of such Collateral without prior notice to or consent of either Trust or Member. In case of such collection or conversion into money of such Collateral or part thereof, the Bank, after first deducting the cost, attorney's fees, and expenses of collection, shall apply the balance of such proceeds to the payment of the Indebtedness in such a manner as it shall choose. It is further agreed that any delay on the part of the Bank or its authorized agents in exercising any rights hereunder shall not operate as a waiver of such rights.

(b) Each of the Trusts and Member do hereby jointly make, constitute and appoint the Bank their attorney-in-fact, subject to the terms hereof, to deal with the related Collateral and in their respective name and stead to (i) effectuate the transfer of Collateral of either Trust and/or Member to the name of the Bank or to the name of the Bank's nominee, designee or assignee; (ii) endorse and collect checks payable to either Trust, and/or Member representing distributions or other payments on any Collateral; and (iii) carry out the terms and provisions hereof.

(c) To the extent permitted by applicable law, each of the Trusts and Member waives all claims, damages and demands it may acquire against the Bank arising out of the lawful exercise by the Bank of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten (10) days before such sale or other disposition.

(d) In view of the possibility that Federal and state securities laws and Federal and state laws applicable to Trust may impose certain restrictions on the method by which a sale of the Collateral may be effected, the Bank and each of the Trusts and Member agree that any sale of Collateral as a result of an Event of Default shall be deemed “commercially reasonable” irrespective of whether the notice or manner of such sale contains provisions, or imposes, or is subject to, conditions or restrictions deemed appropriate to comply with the Securities Act of 1933, as amended or any other applicable Federal or state securities law or any state or Federal law

- 16-

applicable to the Collateral. It is further agreed that from time to time the Bank may attempt to sell the Collateral by means of private placement. In so doing, the Bank may restrict the bidders and prospective purchasers to those who will represent and agree that they are purchasing for investment only and not for distribution or otherwise impose restrictions deemed appropriate by the Bank for the purpose of complying with the requirements of applicable securities laws. The Bank may solicit offers to buy such Collateral, for cash or otherwise, from a limited number of investors deemed by the Bank to be responsible parties who might be interested in purchasing such Collateral. If the Bank solicits offers from not less than three such investors, then the acceptance by the Bank of the highest offer obtained therefrom (whether or not three offers are obtained) shall be deemed to be a commercially reasonable method of disposing of the Collateral.

Section 3.03 APPLICATION OF PAYMENTS. Upon the occurrence and during the continuance of any Event of Default, the Bank shall apply any payment by or recovery from either Trust or Member, or any sum realized from Collateral which shall be received by the Bank to repayment of all Indebtedness (including without limitation all fees, expenses and costs of collection or enforcement and other amounts) in such manner as the Bank shall choose.

Section 3.04 DISSOLUTION OF TRUST.

(a) Notwithstanding anything to the contrary herein, if an Event of Default shall have occurred and be continuing, as certified to the SMRF III Trustee or the SMRF III-A Trustee, and related Certificate Registrar, as applicable, in writing by the Bank (upon which writing the related Trustee and Certificate Registrar may fully rely), the Member, as Administrator of the related Trust shall cause the related Trust to be dissolved and wound up upon five (5) days’ prior written notice and direction to such effect from the Bank to the related Trustee and Administrator of such Trust. Upon receipt of such notice, the Administrator or the Sponsor shall wind up the affairs of the related Trust in accordance with the provisions of the Statutory Trust Statute.

(b) In addition, notwithstanding anything to the contrary herein, upon such dissolution of a Trust pursuant to Section 3.04(a), the related Collateral shall be transferred to the Bank as so directed in the notice to dissolve and wind up described in Section 3.04(a).

Section 4.01 OFFICER’S CERTIFICATES . Upon the date of this Supplement and upon the delivery of each set of financial statements and reports by the Member to the Bank pursuant to Section 2.09 hereof, the Member shall deliver to the Bank an officer’s certificate. Such officer shall review the relevant terms hereof and make, or cause to be made, under his or her supervision, a review of the transactions and conditions of the related Trust from the beginning of the period covered by the statements then being furnished to the date of such certificate, which shall set forth (as of the date such certificate is so delivered) that:

(a) The representations, warranties and covenants of the related Trust in Section 2.08 of this Supplement are true and correct in all material respects;

(b) None of the transactions, events or occurrences described in Section 4.04 of this Supplement has occurred;

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(d) Confirmation that no amendments have been made to such Trust’s Organizational Documents since the issuance of the prior officer’s certificate and that the Bank has received all such Organizational Documents; and

(e) Confirmation of the current officers of the Administrator of such Trust and which officers may or shall serve as signatories on behalf of the related Trust.

In addition, upon the date of this Supplement and upon the delivery of each set of financial statements and reports by Trust to the Bank pursuant to Section 2.09 hereof, a senior financial officer of Member shall deliver to the Bank an officer’s certificate. Such officer’s certificate shall include:

(a) The representations, warranties and covenants of Member in Section 2.08 of this Supplement are true and correct;

(b) Confirmation of the use of the proceeds from the Advances;

(d) Confirmation of who is servicing the related Trust Collateral.

Section 4.02 CLOSING/PERIODIC DELIVERABLES. The Bank, the Member and each Trust hereby agree and acknowledge that (i) on the date of this Supplement, and (ii) in the case of item (k), at any time following the date of this Supplement (subject to the discretion of the Bank), the Member and each Trust shall be obligated to deliver items (a)-(k) below to Bank; provided, however, that the Bank, in its sole discretion, may waive any of items (a)-(k) below; provided, further, that any such waiver shall be set for a duration to be determined by the Bank in its sole discretion and shall not be considered a permanent waiver of such action item/document:

(a) Execution and delivery by the Bank, the Member and each Trust of this Supplement;

(b) Delivery by each Trust or the related Trust administrator of an initial certified list of all mortgages that are held by it that represent Qualifying Collateral or confirmation by a Trust that is has no such Qualifying Collateral;

(d) The execution and delivery of an opinion of counsel for the Member and each Trust, in such form as shall be determined by the Bank and counsel for the Bank;

(e) The execution and delivery of an Officer’s Certificate of the Member and each Trust, certifying to those matters set forth in Section 4.01 of this Agreement;

(f) The execution and delivery of a Secretary’s Certificate of the Member, certifying to (i) the Member Organizational Documents, and (ii) the resolutions (or the equivalent

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thereof) adopted by an appropriate authority of the Member, authorizing the Member’s entrance into the transactions contemplated by the Agreement, and this Supplement;

(g) The execution and delivery of a Certificate of each Trust administrator or the related Trustee, certifying to such Trust’s Organizational Documents;

(h) The execution and delivery of a certificate of the Member certifying to the non-existence of any Liens, pledges or other encumbrances on the Collateral and the Trust Certificates except as permitted under 4.04(g);

(i) UCC-1 financing statements referenced in 2.08(e);

(j) UCC-3 financing statement amendment reflecting the assignment of the Back-up Security Interest to the Bank; and

(k) Any other items, including due diligence items, that may be reasonably requested by the Bank from time to time.

In addition, upon each Advance made by the Bank to the Member, the Member and each Trust to the extent of its Collateral acknowledge that items (a)-(k) above shall be deemed to have been delivered to the Bank by the Member and each Trust.

Section 4.03 ASSIGNMENT. Each Trust hereby grants the Bank the full right, power, and authority to assign or transfer all or any part of the Bank’s right, title, and interest in and to this Supplement, and to pledge, assign, or negotiate to any other Federal Home Loan Bank or to any other person or entity, with or without recourse, and may assign and deliver the whole or any part of the Trust Collateral to the transferee, which shall succeed to all the powers and rights of the Bank in respect thereof, and the Bank shall thereafter be forever relieved and fully discharged from any liability or responsibility with respect to the Trust Collateral so assigned or pledged, and all references herein to the Bank shall be read to refer to the pledgee or assignee. Neither Trust may assign or transfer any of their rights or obligations hereunder without the express prior written consent of the Bank.

Section 4.04 NEGATIVE COVENANTS. On the date of this Supplement, whether or not there shall be Indebtedness due and payable to the Bank under the Agreement from time to time, each Trust and Member covenant with and to the Bank that, unless consented to by the Bank in writing:

(a) Neither Trust nor Member shall effect a subdivision, combination or consolidation of any ownership interest of such Trust (by reclassification or otherwise) n any way such that the Member does not own 100% of the Trust Certificates or any other interests representing any beneficial interest in the Trust;

(b) Neither Trust shall, nor shall Member permit a Trust to, merge or consolidate with any person;

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(c) Neither Trust shall, nor shall Member permit Trust to, create, incur, assume, or suffer to exist, or permit any entity owned legally or beneficially by a Trust, to create incur, assume, or suffer to exist, any debt other than the Indebtedness;

(d) Neither Trust shall, nor shall Member permit Trust to, sell, lease or otherwise dispose of any of its property, including any disposition of property as part of a sale and leaseback transaction, to, or in favor of, any Person other than Member, to the trustee of the Trust as contemplated by the Trust Agreement or to the Bank in connection with the transactions contemplated hereby;

(e) Neither Trust shall, nor shall Member permit Trust to, issue any additional trust interests;

(f) Neither Trust shall, nor shall Member permit Trust to, engage in any business or other acts that would be inconsistent with, or contrary to, Section 4.1 of the Trust Agreement; and

(g) Neither Trust shall, nor shall Member cause or permit Trust to, create or suffer to exist, any Lien, encumbrance, pledge, condition, restriction or other interest on the Collateral, and Member shall not create or suffer to exist, any Lien, encumbrance, pledge, condition, restriction or other interest on the Trust Interest Collateral, other than, in each case, the Lien created under this Supplement and the interests of the Delaware Trustee of the Trust as contemplated by the Trust Agreement.

Section 4.05 MISCELLANEOUS.

(a) The Member and each Trust hereby gives the Bank the full right, power, and authority to assign or transfer all or any part of the Bank's right, title, and interest in and to this Supplement, and to pledge, assign, or negotiate to any other Federal Home Loan Bank or to any other person or entity, with or without recourse, all or any part of the Indebtedness or participations therein; provided however, if the Bank assigns or transfers its interest in this Supplement or any Indebtedness to a third party other than another Federal Home Loan Bank or Federal Reserve Bank, the Bank will obtain the prior written consent of the Member and each Trust. In connection therewith, the Bank may assign and deliver the whole or any part of the Collateral to the transferee, which shall succeed to all the powers and rights of the Bank in respect thereof, and the Bank shall thereafter be forever relieved and fully discharged from any liability or responsibility with respect to the Collateral so assigned or pledged, and all references herein to the Bank shall be read to refer to the pledgee or assignee. Neither Member nor a Trust may assign or transfer any of its rights or obligations hereunder without the express prior written consent of the Bank, which shall not be unreasonably withheld.

(b) No modification, amendment. or waiver of any provision of this Supplement or consent to any departure therefrom shall be effective unless in a writing executed by an authorized officer of the party against whom such change is asserted and shall be effective only in the specific instance and for the purpose of which given. The terms of this Supplement may not be modified or amended unless all parties execute a written agreement. No notice to or demand on the Member or a Trust in any case shall entitle the Member or a Trust to any other or

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further notice or demand in the same, or similar or other circumstances. Any forbearance, failure, or delay by the Bank in exercising any right, power, or remedy hereunder shall not be deemed to be a waiver thereof, and any single or partial exercise by the Bank of any right, power, or remedy hereunder shall not preclude the further exercise thereof. Every right, power, and remedy of the Bank shall continue in full force and effect until specifically waived by the Bank in writing and no such waiver shall extend to any subsequent matter or impair any right consequent thereon except to the extent expressly so waived.

(c) For purposes of this Agreement, documents and electronic records shall be deemed signed by the Member or a Trust when a signature or an electronic signature of the Member or a Trust or an authorized signatory or an authorized facsimile thereof appears on or is associated with the document or electronic record. The Bank may rely on any signature or facsimile thereof which reasonably appears to the Bank to be the signature of an authorized person, including signatures appearing on documents transmitted electronically to and reproduced mechanically at the Bank. The secretary or an assistant secretary of the Member, or the Administrator on behalf of a Trust, shall from time to time furnish to the Bank, on forms provided by the Bank, a certified copy of the resolution of the Board of Directors of the Member or the operative provisions of a Trust’s Trust Agreement authorizing persons to apply on behalf of the Member or a Trust, as applicable, to the Bank for Advances and Commitments, to pledge Collateral and otherwise act for and on behalf of the Member or a Trust in accordance with this Supplement together with specimen signatures or specimen electronic signatures of such persons. Such certifications are incorporated herein and made a part of this Supplement and shall continue in effect until expressly revoked in writing by the Member or a Trust notwithstanding that subsequent certifications may authorize additional persons to act for and on behalf of the Member or a Trust. The Bank shall be indemnified and saved harmless by Member and each Trust from any claims, demands, expenses, loss or damage resulting from or growing out of honoring or relying on the signature or other authority (whether or not properly used and, in the case of any facsimile signature, regardless of when or by whom or by what means such signature may have been made or affixed) of any officer or person whose name and signature was so certified, or refusing to honor any signature or authority not so certified.

(d) In addition to the terms and conditions specifically set forth herein and in any Application or Confirmation of an Advance between the Bank and the Member, this Supplement shall be governed by the statutory and common law of the United States and, to the extent Federal law incorporates or defers to state law, the laws (exclusive of the choice of law provisions) of the State of Illinois. Notwithstanding the foregoing, the Uniform Commercial Code as in effect in the State of Illinois shall be deemed applicable to this Agreement and to any Advance hereunder and shall govern the attachment and perfection of any security interest granted hereunder to the extent that the Act, Regulations, or other statutory law of the United States is not applicable. In the event that any portion of this Supplement conflicts with applicable law, such conflict shall not affect other provisions of this Supplement which can be given effect without the conflicting provision, and to this end the provisions of this Supplement are declared to be severable.

(e) In any action or proceeding brought by any party hereto in order to enforce any right or remedy under this Supplement, the parties hereby consent to, and agree that they will submit to, the exclusive jurisdiction of the United States District Court for the Northern District of

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Illinois or, if such action or proceeding may not be brought in Federal court, the jurisdiction of the courts of the State of Illinois located in the city of Chicago. Each of the Member, the Trustee and each of the Trusts hereby waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue in any such action or proceeding in such courts and any defense or objection based upon any such court being an inconvenient forum for purposes of any such action or proceeding. The parties agree that if any action or proceeding is brought by either party seeking to obtain any legal or equitable relief against the other party under or arising out of this Agreement or any transaction contemplated hereby and such relief is not granted by the final decision, after any and all appeals, of a court of competent jurisdiction, the losing party will pay all reasonable attorneys’ fees and other costs incurred by the prevailing party in connection therewith.

(f) For purposes of this Supplement, documents shall be deemed signed by Trust when a signature of an authorized signatory or an authorized facsimile thereof appears on the document. The Bank may rely on any signature or facsimile thereof which reasonably appears to the Bank to be the signature of an authorized person, including signatures appearing on documents transmitted electronically to and reproduced mechanically at the Bank.

(g) This Supplement shall be binding upon and inure to the benefit of the successors and permitted assigns of Trust, Member and Bank.

(h) This Supplement (including the Exhibits, the Schedule of Trust Certificates, Schedule of Trust Collateral, any other schedules, and other documents incorporated by reference herein), and the Agreement constitute the entire agreement between the parties hereto and supersede all prior agreements and understandings, oral and written, between the parties hereto, with respect to the subject matter hereof.

(i) The captions and headings in this Supplement are for convenience only and shall not be considered as part of or affect the construction or interpretation of any provision of this Supplement.

(j) All representations and warranties by a Trust contained in this Supplement or made in writing in connection herewith, shall be continuing and shall survive execution and delivery of this Supplement and the making of any Advances.

(k) Each of the parties hereby knowingly, voluntarily, and intentionally waives the right to trial by jury, and each Trust and Member agrees that neither it nor any of its assignees or successors shall (i) seek a jury trial in any lawsuit, proceeding, counterclaim, or any other action based upon, or arising out of; this Supplement, any related instruments, any collateral, or the dealings or the relationship between or among any of them, or (ii) seek to consolidate any such action with any other action in which a jury trial cannot be or has not been waived. The provisions of this paragraph shall be subject to no exceptions. Neither the Bank nor Member nor either Trust has agreed with or represented to the other that the provisions of this paragraph shall not be fully enforced in all instances.

(l) Each Trust irrevocably appoints Member as its agent to receive on behalf of it service of copies of the summons and complaint and any other process which may be served in

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any such action or proceeding, and each Trust irrevocably authorizes and directs Member to accept such service on its behalf. The Bank, Member and each Trust consents to the service of copies of the summons and complaint and any other process which may be served in any such action or proceeding by the mailing or delivering of a copy of such process to such party at its address specified in the Agreement.

(m) Any failure of or delay by the Bank to exercise any right or remedy hereunder shall not be construed as a waiver of the right to exercise the same or any other right or remedy at any other time.

Section 4.06 NOTICES. Any notice, request, response, demand, claim or other communication required or permitted hereunder shall be in writing and transmitted, delivered or sent by (a) personal delivery, (b) courier or messenger service, whether overnight or same day (c) certified United States mail postage prepaid, return receipt requested, or (d) prepaid telecopy or facsimile:


if to Bank to :	with a copy to :

200 East Randolph Drive Chicago, IL 60601 Attention: Vice President - Credit Facsimile: (312) 565-5752	200 East Randolph Drive Chicago, IL 60601 Attention: General Counsel Facsimile: (312) 565-6912
if to Member to :	with a copy to:
Prospect Mortgage Insurance, LLC c/o Starwood Property Trust 1 E Upper Wacker Dr., Suite 3600 Chicago, IL 60601 Telephone Number: (773) 541-2867 Attention: Steven Ujvary	c/o Starwood Property Trust, Inc. 591 West Putnam Avenue Greenwich, Connecticut 06830 Attention: General Counsel Email: assossen@starwood.com

if to SMRF Trust III to :	with a copy to:
SMRF Trust III c/o Starwood Property Trust, Inc. 591 West Putnam Ave. Greenwich, Connecticut 06830 Attention: Steven Uvjary Facsimile: (203) 422-8192	c/o Starwood Property Trust, Inc. 591 West Putnam Avenue Greenwich Connecticut 06830 Attention: General Counsel Email: asossen@starwood.com
if to SMRF Trust III-A to :	with a copy to:

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SMRF Trust III-A

c/o Starwood Property Trust, Inc.

591 West Putnam Ave.

Greenwich, Connecticut 06830

Attention: Steven Uvjary

Facsimile: (203) 422-8192

c/o Starwood Property Trust, Inc.

591 West Putnam Avenue

Greenwich, Connecticut 06830

Attention: General Counsel

Email: asossen@starwood.com

if to the Trustee to:

Wilmington Trust, National Association

Rodney Square North

1100 North market Street

Wilmington, Delaware 19890

Facsimile: (302) 636-4140

Email: RSimpson@wilmingtontrust.com

or at such other address for a party as shall be specified by like notice. Each communication transmitted, delivered, or sent (i) in person, by courier or messenger service, or by certified United States mail (postage prepaid and return receipt requested) shall be deemed given, received, and effective on the date delivered to or refused by the intended recipient (with the return receipt or the equivalent record of the courier or messenger being deemed conclusive evidence of delivery or refusal); or (ii) by telecopy or facsimile transmission shall be deemed given, received, and effective on the date of actual receipt (with the confirmation of transmission or the electronic receipt being deemed conclusive evidence of such receipt, except where the intended recipient has promptly notified the other party that the transmission is illegible).

Section 4.07 COUNTERPARTS. This Supplement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original and all of which together shall constitute one and the same instrument. Each of the undersigned agrees to be bound by his or her faxed signature or electronically delivered signature and agrees that the other undersigned Persons may rely upon the faxed signature of or electronically delivered signature the undersigned.

Section 4.08 LIMITATION OF LIABILITY. It is expressly understood and agreed by the parties hereto that (a) this Supplement is executed and delivered by Wilmington Trust, National Association, not individually or personally but solely as trustee of the Trusts, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of the Trusts is made and intended not as personal representations, undertakings and agreements by Wilmington Trust, National Association but is made and intended for the purpose of binding only the Trusts, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National Association, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (d) Wilmington Trust, National Association has made no investigation as to the accuracy or completeness of any representations or warranties made by the Trusts in this Supplement and (e) under no circumstances shall Wilmington Trust, National Association be

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personally liable for the payment of any indebtedness or expenses of the Trusts or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trusts under this Supplement or any other related documents.

[SIGNATURES FOLLOW]

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IN WITNESS WHEREOF, each Trust, the Member and the Bank have caused this Agreement to be signed in their names by their duly authorized signatories as of the date first above mentioned.


	FEDERAL HOME LOAN BANK OF CHICAGO


	By:	/s/ MICHELLE M. JONSON
	Name:	Michelle M. Jonson
	Title:	Chief Risk Officer


	By:	/s/ A. HARRISON
	Name:	A. Harrison
	Title:	SVP


	PROSPECT MORTGAGE INSURANCE, LLC.

	By:	/s/ ANDREW J. SOSSEN
	Name:	Andrew J. Sossen
	Title:	Chief Operating Officer


	SMRF TRUST III

	By: Wilmington Trust, National Association, not in its individual capacity but solely in its capacity as Delaware Trustee


	By:	/s/ RACHEL SIMPSON
	Name:	Rachel Simpson
	Title:	Vice President

-Supplement Signature Page-


	SMRF TRUST III-A


	By: Wilmington Trust, National Association , not in its individual capacity but solely in as Delaware Trustee


	By:	/s/ RACHEL SIMPSON
	Name:	Rachel Simpson
	Title:	Vice President


	WILMINGTON TRUST, NATIONAL ASSOCIATION , not in its individual capacity but solely in its capacity as Delaware Trustee for each of SMRF Trust III and SMRF Trust III-A


	By:	/s/ RACHEL SIMPSON
	Name:	Rachel Simpson
	Title:	Vice President

-Supplement Signature Page-

SCHEDULE OF TRUST COLLATERAL

The following Collateral is hereby pledged by each of the Trusts to the Bank pursuant to the Supplement to which this Schedule is attached and made a part hereof:

SMRF Trust III

		Residential mortgage loans

Loan	Original
Number	UPB	Current UPB	Current Interest Rate
23056102	900,000.00	871,483.02	5.875
23056255	1,500,000.00	1,456,237.17	6.125
2000193231	428,000.00	414,455.96	4.990
3108000053	110,600.00	110,520.58	7.865
3111000472	250,000.00	241,412.47	5.625
3111000629	235,000.00	209,833.00	7.250
3111001027	150,000.00	146,003.78	6.625
3111001148	400,000.00	386,364.97	5.250
3111001232	688,000.00	666,882.16	5.625
3111001392	450,800.00	435,958.38	5.000
3111001698	165,000.00	164,942.81	4.625
3111002182	801,000.00	774,959.04	5.125
3111002243	417,000.00	404,939.00	5.500
3111002505	273,000.00	266,087.05	5.750
3111003107	437,500.00	427,392.35	6.500
3111003190	533,500.00	517,594.07	4.875
3111003456	350,000.00	335,907.40	6.250
3111003630	513,000.00	484,186.18	4.875
3111004182	114,800.00	112,748.84	7.375
3111004218	290,000.00	281,790.14	5.125
3111004228	157,372.00	153,093.88	4.875
3111004358	700,000.00	678,631.45	4.750
3111004361	360,000.00	349,834.83	4.875
3111004370	290,990.00	282,773.52	4.875
3111004432	192,500.00	188,249.74	6.500
3111004478	721,000.00	702,443.13	5.125
3111004506	555,000.00	540,687.20	4.750
3111004551	147,579.00	144,320.51	6.500
3111004729	500,000.00	500,000.00	5.000
3111004740	75,200.00	70,170.43	7.625
3111004764	177,000.00	172,613.14	6.000
3111004806	240,500.00	235,187.96	6.250
3111004942	780,000.00	780,000.00	5.375
3111004968	191,250.00	186,646.43	5.500
3111005108	80,000.00	78,573.79	7.125
3111005112	585,000.00	585,000.00	5.500
3111005229	315,000.00	307,915.17	5.875
3111005394	150,000.00	146,878.39	6.375
3111005478	1,135,000.00	1,104,982.90	5.250

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3111005479	185,500.00	181,514.10	6.125
3111005682	154,700.00	120,814.64	5.500
3111005723	463,400.00	453,498.11	5.875
3111005846	100,000.00	88,981.21	5.875
3111005914	396,500.00	389,030.75	6.875
3111005979	263,400.00	256,315.27	4.875
3111006343	1,124,900.00	1,099,567.23	4.500
3111006358	173,000.00	169,303.38	5.875
3111006506	192,000.00	187,501.01	5.375
3111006507	223,000.00	218,633.98	5.750
3111006641	664,500.00	647,671.80	4.625
3111006725	700,000.00	685,165.47	5.625
3111006746	805,000.00	785,916.68	5.000
3111006850	180,600.00	176,724.11	5.875
3111006914	100,000.00	98,317.92	6.250
3111006961	980,000.00	962,050.07	5.875
3111007025	815,500.00	797,822.29	5.500
3111007064	129,500.00	126,692.74	5.500
3111007067	180,000.00	176,088.76	5.250
3111007155	94,600.00	89,850.17	6.250
3111007217	121,500.00	118,832.33	6.625
3111007230	327,000.00	321,426.80	6.500
3111007309	892,000.00	873,937.79	5.875
3111007332	246,000.00	240,109.61	4.625
3111007422	675,000.00	658,116.45	4.375
3111007427	164,000.00	160,830.34	5.875
3111007462	600,000.00	600,000.00	5.250
3111007568	283,000.00	277,116.42	5.250
3111007636	1,000,000.00	1,000,000.00	5.875
3111007771	695,000.00	680,104.21	5.250
3111007790	137,500.00	134,905.07	5.625
3111007794	311,250.00	304,963.67	5.250
3111007850	1,457,500.00	1,426,715.17	5.000
3111007951	256,000.00	251,165.49	5.625
3111008147	452,000.00	445,024.89	5.625
3111008221	192,000.00	187,898.41	5.000
3111008251	117,250.00	115,656.33	7.375
3111008258	355,920.00	350,844.58	7.125
3111008271	688,000.00	675,309.18	5.750
3111008357	520,000.00	510,408.06	5.750
3111008387	97,500.00	56,360.76	6.375
3111008397	750,000.00	736,389.85	5.125
3111008412	1,295,000.00	1,295,000.00	5.375
3111008491	150,000.00	147,535.22	6.375
3111008500	1,500,000.00	1,500,000.00	5.500
3111008524	217,000.00	212,617.23	5.250
3111008539	825,000.00	807,574.64	5.000
3111008584	100,730.00	98,342.24	6.250
3111008599	210,500.00	205,595.56	5.000
3111008609	319,882.00	311,433.40	5.125

- 29-

3111008621	1,000,000.00	984,171.38	5.875
3111008632	730,000.00	714,559.97	5.000
3111008649	578,152.00	566,229.64	5.375
3111008735	267,200.00	262,166.41	6.750
3111008741	384,000.00	379,554.02	5.625
3111008764	107,250.00	105,591.17	6.000
3111008801	383,582.00	377,078.02	5.500
3111008882	244,000.00	236,377.81	5.000
3111008922	603,000.00	602,776.25	6.000
3111008942	2,000,000.00	1,846,802.32	5.750
3111009036	548,000.00	535,914.37	5.250
3111009114	2,000,000.00	2,000,000.00	4.625
3111009138	469,000.00	460,864.88	5.375
3111009164	105,000.00	103,303.16	6.125
3111009165	822,500.00	807,906.65	5.250
3111009277	231,000.00	107,501.40	5.375
3111009296	249,000.00	245,058.67	5.875
3111009311	136,500.00	105,800.05	5.875
3111009313	160,300.00	124,713.72	5.375
3111009330	500,000.00	500,000.00	5.250
3111009345	500,000.00	490,297.94	4.750
3111009353	157,000.00	154,703.50	5.500
3111009505	960,000.00	942,967.02	5.250
3111009512	346,500.00	340,069.41	5.000
3111009573	280,000.00	275,616.29	6.000
3111009574	225,000.00	221,519.97	6.000
3111009608	169,000.00	165,936.43	5.500
3111009614	294,000.00	288,783.65	5.250
3111009643	265,000.00	260,191.09	5.125
3111009694	2,000,000.00	2,000,000.00	5.000
3111009701	287,500.00	280,980.22	5.375
3111009733	225,000.00	209,283.94	5.375
3111009808	200,000.00	154,548.76	6.750
3111009811	416,500.00	394,733.11	5.375
3111009876	180,000.00	177,222.39	4.750
3111009929	228,600.00	224,822.77	5.250
3111009947	308,000.00	269,312.27	5.500
3111009961	718,000.00	705,260.86	5.250
3111010090	440,000.00	434,339.74	5.750
3111010109	500,000.00	490,215.12	5.875
3111010117	262,500.00	258,169.30	6.125
3111010141	112,000.00	110,531.45	6.500
3111010390	600,000.00	590,308.37	5.375
3111010410	285,000.00	280,183.27	5.125
3111010433	207,900.00	204,541.20	5.375
3111010507	178,500.00	175,808.00	5.750
3111010535	608,300.00	600,124.11	6.750
3111010571	137,800.00	135,918.95	5.875
3111010661	720,000.00	711,915.53	6.000
3111010696	203,300.00	200,440.03	6.125

- 30-

3111010785	663,000.00	653,737.89	5.750
3111010798	292,500.00	287,959.78	5.750
3111010818	138,000.00	138,000.00	6.500
3111010839	350,000.00	344,762.21	5.375
3111010867	1,071,000.00	1,069,300.00	5.875
3111010869	805,000.00	794,644.29	5.750
3111010883	337,565.00	333,562.34	6.625
3111010893	339,500.00	335,076.47	6.125
3111010938	870,000.00	861,722.29	5.250
3111010954	360,000.00	354,152.87	5.875
3111011001	235,000.00	210,229.24	5.000
3111011034	1,148,000.00	1,130,608.63	5.375
3111011094	574,000.00	566,164.58	5.875
3111011139	560,000.00	553,282.06	6.125
3111011200	540,000.00	531,350.95	5.000
3111011236	838,500.00	838,499.95	5.500
3111011448	200,000.00	162,081.91	5.375
3111011699	225,000.00	222,544.17	6.625
3111011786	245,000.00	242,133.77	5.250
3111011900	239,000.00	236,507.23	5.875
3111011944	124,000.00	122,211.45	5.125
3111012065	153,300.00	139,229.89	8.625
3111012092	304,000.00	299,997.86	5.625
3111012105	415,000.00	411,695.26	5.750
3111012127	206,500.00	203,649.64	4.875
3111012178	574,000.00	567,247.54	5.750
3111012199	930,000.00	919,608.06	5.500
3111013472	211,500.00	192,874.21	6.000
3111013566	279,500.00	277,639.79	5.490
3111013643	245,000.00	243,931.27	6.740
3111013765	220,800.00	218,375.66	7.000
3111013791	700,000.00	696,396.50	5.875
3111013840	300,000.00	298,488.90	5.990
3111013853	425,000.00	422,584.91	5.750
3111013864	341,200.00	340,354.41	6.990
3111013872	275,000.00	273,995.53	6.490
3111013952	284,000.00	283,037.38	6.875
3111013961	448,000.00	446,021.35	5.490
3111014000	1,482,000.00	1,475,766.18	5.750
3111014003	300,000.00	299,097.86	5.990
3111014037	207,000.00	206,449.08	6.625
3111014063	245,000.00	244,347.94	6.625
3111014112	960,000.00	956,978.67	5.750
3111014117	300,000.00	299,119.10	6.115
3111014118	932,000.00	929,268.56	6.125
3111014150	480,000.00	479,487.04	6.375
3111014153	420,000.00	418,538.47	6.740
3111014154	100,000.00	99,821.61	8.625
3111014160	779,200.00	776,501.06	6.115
3111014174	424,000.00	423,284.12	6.865

- 31-

3111014187	998,000.00	996,958.02	5.750
3111014193	497,000.00	495,677.23	6.625
3111014214	346,500.00	346,021.51	7.875
3111014225	623,000.00	621,039.28	5.750
3111014227	350,000.00	349,280.42	6.625
3111014239	472,500.00	471,795.08	7.490
3111014240	680,000.00	679,414.53	6.750
3111014268	525,000.00	524,115.34	6.875
3111014334	100,000.00	99,934.58	8.125
3111014345	102,000.00	101,616.31	6.875
3111014362	1,200,000.00	1,197,661.39	6.125
3111014367	325,168.00	324,534.29	6.125
3111014375	595,000.00	593,724.82	5.625
3111014376	321,000.00	320,445.70	6.750
3111014402	131,920.00	131,843.95	8.740
3111014412	100,000.00	99,831.50	6.875
3111014415	200,000.00	199,390.73	6.000
3111014422	306,475.00	306,211.13	6.750
3111014423	208,600.00	208,433.18	7.125
3111014424	220,500.00	220,323.67	7.125
3111014425	208,600.00	208,433.18	7.125
3111014426	232,750.00	232,563.87	7.125
3111014427	215,000.00	214,823.77	7.000
3111014428	224,250.00	224,066.18	7.000
3111014429	390,000.00	389,672.36	6.875
3111014436	622,400.00	622,400.00	6.500
3111014437	240,000.00	239,772.28	6.250
3111014439	242,200.00	241,828.15	6.375
3111014442	635,200.00	635,200.00	6.000
3111014447	336,500.00	335,918.93	6.750
3111014455	862,500.00	861,533.53	5.375
3111014459	210,000.00	210,000.00	6.740
3111014484	470,000.00	469,496.59	5.615
3111014513	386,750.00	386,022.60	5.500
3111014516	504,000.00	504,000.00	5.990
3111014526	769,000.00	768,032.49	4.750
3111014530	125,300.00	125,215.92	8.000
3111014540	100,000.00	99,694.66	7.375
3111014556	597,000.00	596,418.63	6.115
3111014557	492,000.00	491,555.23	6.500
3111014569	296,000.00	295,757.37	7.000
3111014570	805,000.00	804,252.96	6.365
3111014626	562,425.00	561,904.08	6.375
3111014640	147,600.00	147,600.00	8.115
3111014659	595,000.00	595,000.00	6.990
3111014716	218,000.00	218,000.00	6.125
3113000299	322,800.00	309,905.05	5.500
3113000428	224,000.00	215,786.78	4.375
3113000501	101,500.00	98,573.09	5.750
3113000759	230,685.00	224,435.98	5.625

- 32-

3113000845	489,300.00	478,994.63	6.500
3113001263	138,840.00	136,844.61	6.750
3113001272	752,000.00	731,044.54	5.000
3113001275	215,600.00	211,531.16	5.625
3113001286	650,000.00	633,181.72	6.000
3113001301	138,840.00	136,844.61	6.750
3113001321	308,000.00	302,542.36	5.625
3113001482	400,000.00	392,899.59	5.000
3113001554	187,200.00	185,381.58	6.250
3113002736	999,800.00	994,405.42	5.625
3113003193	112,000.00	111,912.63	7.250
3113003337	159,250.00	158,372.75	6.490
3113003350	480,000.00	476,582.00	5.125
3113003672	382,400.00	380,187.57	5.250
3113003770	1,600,000.00	1,600,000.00	5.500
3113003821	276,250.00	275,089.33	6.750
3113003896	712,000.00	709,143.46	6.000
3113003900	325,500.00	324,282.09	6.365
3113003999	441,000.00	439,353.10	6.375
3113004068	480,000.00	480,000.00	5.115
3113004102	755,000.00	753,563.53	6.250
3113004186	880,000.00	876,185.68	5.990
3113004208	445,000.00	443,661.80	5.990
3113004237	416,000.00	415,164.28	6.875
3113004256	860,000.00	858,283.46	6.000
3113004277	480,000.00	478,187.43	6.500
3113004286	490,000.00	489,627.15	7.375
3113004341	605,000.00	603,846.69	6.240
3113004379	1,365,000.00	1,363,608.32	5.875
3113004390	200,000.00	179,781.09	5.500
3113004418	1,410,000.00	1,408,596.34	6.000
3113004432	161,600.00	161,496.95	8.250
3113004450	1,000,000.00	1,000,000.00	5.250
3113004490	180,000.00	179,687.05	7.500
3113004501	320,000.00	319,344.64	5.865
3113004592	915,000.00	913,822.18	4.625
3113004598	649,000.00	647,434.25	4.990
3113004626	128,000.00	127,809.03	7.490
3113004629	307,500.00	307,085.14	7.990
3113004639	294,000.00	291,692.46	5.740
3113004670	1,025,000.00	1,025,000.00	5.875
3113004706	336,500.00	336,148.68	5.750
3113004716	520,000.00	519,469.83	5.875
3113004718	315,000.00	315,000.00	6.625
3113004723	308,547.00	308,547.00	6.875
3113004731	150,000.00	149,882.99	7.250
3113004785	1,106,250.00	1,102,281.32	5.500
3113004835	587,000.00	586,428.37	6.115
3114000214	445,657.00	354,913.06	6.750
3114000833	109,500.00	106,115.00	5.625

- 33-

3114001568	1,040,000.00	1,017,037.28	6.500
3114001659	100,000.00	99,976.80	7.250
3114001989	547,500.00	537,245.94	6.000
3114002019	368,000.00	307,304.18	4.625
3114002064	288,800.00	285,242.08	5.500
3114002141	633,270.00	622,285.57	5.375
3114002162	105,000.00	104,947.31	6.750
3114002242	854,000.00	840,516.33	5.500
3114002325	392,000.00	387,588.20	6.000
3114002339	420,000.00	414,943.49	5.625
3114002349	192,500.00	189,338.82	6.000
3114002796	200,000.00	196,300.32	5.625
3114002906	665,000.00	665,000.00	6.500
3114002962	595,000.00	593,892.75	6.365
3114002984	679,000.00	678,306.41	5.865
3114003001	765,960.00	765,960.00	5.875
3114003004	234,000.00	233,604.92	6.865
3114003048	250,000.00	249,535.68	6.375
3114003062	159,200.00	159,103.36	8.490
3114003096	280,000.00	279,171.27	5.125
3114003097	510,000.00	508,957.52	5.875
3114003119	294,000.00	293,700.25	5.875
3114003136	109,200.00	109,114.81	7.250
3114003152	966,000.00	964,784.64	4.750
3116000589	415,000.00	111,791.23	5.500
3116000617	390,000.00	388,707.52	6.990
3116000646	426,348.00	419,948.21	6.500
3116000697	160,000.00	99,616.15	8.500
3116000806	595,000.00	595,000.00	7.125
3116000824	896,602.00	894,540.62	5.250
3116000851	400,000.00	399,103.60	7.500
3116000853	100,000.00	99,865.08	7.990
3116000880	214,500.00	214,218.41	8.125
3116000944	284,800.00	259,414.17	6.750
3116000964	313,068.00	312,770.95	6.250
3116000966	322,500.00	322,222.33	6.750
3116000971	199,500.00	199,330.96	7.990
3116000981	164,000.00	163,889.96	8.000
3116000982	185,972.00	185,837.13	7.615
3116000996	161,000.00	160,902.27	8.490
3116001013	999,999.00	999,027.06	6.125
3116001019	324,000.00	324,000.00	6.875
3116001058	207,500.00	207,303.12	6.250
4009251653	227,500.00	174,865.23	3.625
4009324528	113,700.00	104,209.65	3.625
4009324495	130,000.00	119,187.62	3.625
4009381177	328,500.00	302,852.20	3.875
4009291932	139,000.00	104,476.87	3.250
3904000075	296,100.00	271,472.38	4.000
4009527028	182,000.00	167,625.19	4.250

- 34-

4100001577	485,000.00	266,015.40	6.750
4100003849	223,721.00	217,670.81	5.875
4100004108	156,480.00	152,514.40	6.250
4100005353	721,000.00	696,325.12	5.625
4100005536	178,750.00	173,462.41	4.875
4100006127	208,425.00	203,148.26	6.000
4100006862	549,500.00	532,887.10	4.750
4100007295	93,750.00	91,616.57	7.000
4100010269	112,500.00	108,856.18	6.875
4100011054	120,000.00	118,121.33	7.250
4100011604	100,000.00	97,568.95	5.625
4100011650	1,000,000.00	976,465.46	5.625
4100011832	389,872.00	381,515.96	5.250
4100012181	133,250.00	130,551.90	5.875
4100012182	130,000.00	127,367.60	5.875
4100012585	1,500,000.00	1,470,632.38	5.750
4100012621	138,600.00	136,125.13	6.250
4100012623	260,000.00	249,689.92	5.625
4100013295	385,000.00	377,724.12	6.250
4100013608	154,400.00	133,156.49	4.875
4100013643	726,500.00	711,826.67	5.250
4100014190	385,000.00	370,751.82	5.875
4100014228	253,000.00	247,816.29	5.500
4100014243	126,000.00	124,475.83	8.000
4100014596	108,430.00	107,059.49	7.750
4100014711	475,618.00	475,609.14	5.875
4100014766	175,000.00	171,793.75	5.625
4100014877	672,000.00	656,366.99	5.875
4100015220	155,000.00	80,021.41	6.000
4100015238	105,000.00	103,526.23	6.875
4100015241	108,500.00	106,977.15	6.875
4100015247	101,500.00	100,075.47	6.875
4100015555	364,000.00	358,244.17	5.750
4100015684	1,609,000.00	1,578,481.66	5.250
4100015767	140,000.00	136,685.00	6.625
4100015784	323,400.00	317,926.33	5.875
4100015871	253,600.00	249,541.50	5.875
4100015910	266,550.00	261,491.60	4.875
4100016267	810,000.00	810,000.00	5.500
4100016643	777,000.00	777,000.00	5.250
4100016668	1,172,000.00	1,172,000.00	5.250
4100016727	250,000.00	247,019.68	7.000
4100017018	140,000.00	76,237.31	6.500
4100017122	231,750.00	222,058.74	6.000
4100017217	481,819.00	474,383.81	5.625
4100017218	420,000.00	412,714.85	5.375
4100017474	145,000.00	142,808.73	6.125
4100017513	440,000.00	433,953.04	6.250
4100017571	412,500.00	404,543.79	7.750
4100018012	592,000.00	581,765.11	5.125

- 35-

4100018207	396,000.00	389,827.54	6.125
4100018238	417,000.00	411,660.25	6.625
4100018977	172,500.00	169,449.67	4.875
4100019069	234,500.00	232,117.99	7.000
4100019124	431,600.00	426,531.26	7.250
4100019152	325,000.00	320,459.79	5.750
4100019170	522,500.00	514,680.71	5.375
4100019528	121,558.00	120,293.15	6.875
4100019719	431,200.00	206,454.31	5.750
4100019863	156,450.00	154,342.43	5.500
4100019907	760,000.00	749,762.06	5.500
4100020504	1,253,750.00	1,208,482.63	6.875
4100024692	200,000.00	198,846.49	6.250
4100025571	526,000.00	521,720.79	5.250
4100025735	380,000.00	378,149.44	7.125
4100025838	728,000.00	724,864.92	5.625
4100026498	424,000.00	422,258.11	5.875
4100026851	321,586.00	320,295.80	6.000
4100027082	185,250.00	184,951.98	9.125
4100027179	1,850,000.00	1,850,000.00	5.500
4100027188	308,000.00	301,890.84	5.865
4100027228	800,000.00	795,137.34	5.250
4100027503	300,000.00	299,239.54	6.875
4100027589	345,000.00	343,772.36	6.625
4100027602	357,000.00	356,002.75	6.375
4100027771	269,500.00	268,389.60	6.000
4100027887	960,000.00	956,327.88	6.250
4100027970	220,000.00	219,814.81	6.865
4100028021	275,000.00	274,536.62	6.875
4100028048	480,000.00	479,086.75	6.250
4100028095	424,500.00	423,802.05	7.000
4100028098	217,000.00	216,615.29	6.615
4100028240	1,024,000.00	1,019,307.87	5.750
4100028245	1,786,950.00	1,784,701.76	4.750
4100028260	1,065,000.00	1,065,000.00	6.625
4100028465	645,000.00	644,255.11	8.750
4100028729	200,000.00	199,827.80	6.750
4100028762	398,000.00	396,966.19	6.750
4100028854	520,000.00	520,000.00	6.240
4100028855	385,000.00	385,000.00	6.365
4100028942	1,050,000.00	1,049,094.20	6.740
4102001281	153,000.00	147,425.09	6.125
4102004002	780,000.00	754,275.40	4.990
4108000070	962,500.00	962,500.00	5.500
4108000076	127,500.00	125,391.15	6.000
4108000202	565,000.00	556,479.21	5.750
4108000203	305,500.00	300,200.97	5.375
4108000304	100,000.00	95,575.24	6.500
4108001140	357,980.00	357,236.42	5.875
4108001224	172,500.00	171,923.96	9.000

- 36-

4108001275	200,000.00	199,480.49	6.750
4108001342	469,000.00	468,039.50	5.865
4108001353	600,000.00	598,830.70	6.125
4108001391	465,000.00	464,558.79	6.250
5116002581	724,000.00	700,542.84	5.750
5116002608	540,000.00	526,692.00	7.250
5116003422	150,000.00	140,850.35	5.250
5116003559	470,000.00	455,427.72	4.750
5116003676	152,000.00	148,158.14	5.500
5116003704	520,000.00	505,635.91	5.000
5116003721	172,500.00	163,693.94	5.625
5116003727	91,000.00	89,495.71	7.250
5116003796	500,000.00	485,252.40	4.625
5116003862	198,750.00	191,252.21	5.500
5116003908	490,500.00	451,803.18	5.500
5116004009	150,000.00	147,133.09	5.750
5116004028	731,500.00	714,246.34	5.500
5116004040	239,960.00	233,015.68	5.500
5116004096	387,500.00	377,631.39	5.250
5116004115	204,750.00	190,990.22	5.500
5116004117	97,520.00	94,066.08	6.125
6100124034	108,000.00	104,582.25	4.990
6100125449	820,300.00	789,549.51	5.500
6100126858	180,000.00	174,543.25	4.990
6100127525	417,000.00	404,910.76	4.990
6100127865	210,000.00	204,801.05	5.875
6100128283	625,700.00	602,248.36	5.000
6100128735	393,000.00	346,975.14	4.490
6100128800	125,000.00	122,109.87	6.250
6100129792	137,400.00	134,369.32	6.250
6100129815	101,100.00	98,870.09	6.250
6100129829	114,500.00	111,974.40	6.250
6100129944	199,000.00	180,380.33	4.490
6100130003	659,900.00	641,639.32	4.990
6100130292	150,100.00	147,075.31	6.990
6100130429	410,000.00	398,113.85	4.990
6100130530	209,000.00	203,476.33	5.250
6100130678	234,200.00	228,811.38	5.750
6100130872	560,000.00	544,492.94	5.250
6100131092	423,500.00	412,795.81	5.500
6100131175	400,000.00	390,199.70	5.750
6100131382	350,000.00	340,089.03	5.125
6100131386	625,000.00	608,482.24	5.250
6100131504	162,500.00	158,392.70	5.500
6100131732	241,000.00	218,020.19	4.750
6100131932	260,400.00	254,915.24	6.250
6100131933	208,000.00	204,194.37	7.250
6100132016	999,900.00	426,624.61	5.125
6100132225	134,000.00	130,266.06	5.750
6100132297	427,000.00	400,920.80	5.250

- 37-

6100132829	855,000.00	828,076.62	5.250
6100132838	176,000.00	171,569.82	5.250
6100133298	710,000.00	692,844.37	5.750
6100133963	170,000.00	155,947.69	5.250
6100134262	828,700.00	809,746.70	5.500
6100134303	592,000.00	569,316.46	5.250
6100134315	962,500.00	938,801.04	5.375
6100134592	400,000.00	389,931.53	5.250
6100134601	440,000.00	430,023.60	5.250
6100134798	107,000.00	105,393.28	7.750
6100135046	180,000.00	175,694.34	5.250
6100135130	572,000.00	561,687.91	5.875
6100135394	569,600.00	558,238.82	6.250
6100135446	247,500.00	242,181.88	6.125
6100135853	440,000.00	429,475.25	5.250
6100135972	435,000.00	425,136.97	5.250
6100136170	1,267,500.00	1,239,719.52	5.125
6100136805	371,000.00	362,514.81	5.500
6100136826	163,300.00	159,648.42	5.625
6100136846	175,000.00	170,536.76	5.250
6100137058	400,000.00	387,343.97	5.500
6100137629	218,000.00	213,550.45	6.125
6100137639	264,700.00	259,297.14	6.125
6100137647	280,500.00	274,774.71	6.125
6100138510	134,400.00	132,031.48	6.625
6100138829	999,900.00	955,460.54	5.250
6100139051	377,500.00	368,940.73	5.250
6100139400	150,000.00	146,892.54	5.750
6100141748	495,000.00	485,655.49	5.625
6100142116	400,000.00	386,069.14	5.250
6100142422	150,000.00	142,294.75	5.500
6100143304	1,300,000.00	951,610.43	5.250
6100143528	240,000.00	235,868.27	6.125
6100144083	192,700.00	189,382.56	6.125
6100144178	250,000.00	143,167.70	4.750
6100145281	250,000.00	245,173.62	5.500
6100145380	416,000.00	407,963.14	5.500
6100145520	348,600.00	342,009.22	5.625
6100145744	279,100.00	271,045.01	5.875
6100146024	440,800.00	434,138.73	6.125
6100146033	630,000.00	223,068.41	5.500
6100146347	219,400.00	215,422.70	5.500
6100147224	354,000.00	346,658.42	4.750
6100147268	625,000.00	613,898.64	5.625
6100148053	512,900.00	503,557.21	5.490
6100148417	232,000.00	228,404.99	5.990
6100148796	665,200.00	654,425.53	5.750
6100149042	130,000.00	127,942.27	5.875
6100149408	330,000.00	324,780.23	5.490
6100151036	250,000.00	246,126.12	5.990

- 38-

6100156296	228,000.00	222,521.46	5.490
6100156697	650,000.00	641,638.27	5.750
6100157427	1,120,000.00	1,102,716.68	4.750
6100179656	113,000.00	112,813.85	6.990
6100184413	116,000.00	115,694.49	6.875
6100185917	100,000.00	99,097.29	5.625
6100191511	684,000.00	680,641.44	6.125
6100193028	297,000.00	295,799.54	6.375
6100193727	256,000.00	252,681.04	5.625
6100193866	368,500.00	368,500.00	4.990
6100193963	115,000.00	114,448.73	6.250
6100194916	325,000.00	325,000.00	6.125
6100196078	199,500.00	198,754.98	6.375
6100196256	323,000.00	321,488.21	6.375
6100196644	161,400.00	160,151.64	4.625
6100196977	195,000.00	194,017.77	5.990
6100197020	284,000.00	283,262.30	6.750
6100197158	465,000.00	463,701.05	6.375
6100197249	168,000.00	167,116.42	5.875
6100197950	300,000.00	298,810.37	4.500
6100198003	520,000.00	517,571.44	6.125
6100198057	437,500.00	427,802.22	6.375
6100198254	386,000.00	384,523.50	6.250
6100198261	68,200.00	67,372.04	7.500
6100198481	443,000.00	441,047.05	5.500
6100198628	204,500.00	190,000.00	5.875
6100198835	350,000.00	349,317.90	6.125
6100199102	800,000.00	800,000.00	5.250
6100199126	437,600.00	436,915.20	7.250
6100199353	282,000.00	282,000.00	7.125
6100199377	75,600.00	75,349.46	6.990
6100199390	70,000.00	69,756.88	6.750
6100199685	220,000.00	217,743.17	6.125
6100199697	276,500.00	276,500.00	6.875
6100199701	200,000.00	199,385.62	7.375
6100199999	101,200.00	101,198.98	6.990
6100200089	300,000.00	299,101.06	7.500
6100200177	150,000.00	144,901.89	6.500
6100200179	152,700.00	152,217.33	7.250
6100200202	250,000.00	249,318.31	6.500
6100200209	156,000.00	154,519.29	7.125
6100200269	416,000.00	415,364.97	7.375
6100200377	848,000.00	848,000.00	6.375
6100200432	246,000.00	245,279.05	6.125
6100200441	100,000.00	100,000.00	6.875
6100200461	125,000.00	124,773.37	6.500
6100200531	427,000.00	425,687.55	5.875
6100200655	833,000.00	823,772.74	5.875
6100200662	193,900.00	193,358.37	6.375
6100200767	413,000.00	411,637.61	5.500

- 39-

6100200866	514,000.00	512,833.57	6.125
6100200897	705,000.00	703,379.14	5.250
6100200961	106,600.00	106,372.81	7.750
6100200983	900,000.00	897,604.68	6.625
6100201021	276,500.00	275,848.99	7.250
6100201037	305,500.00	304,561.00	5.875
6100201052	330,000.00	329,275.94	5.500
6100201210	690,000.00	687,670.07	5.375
6100201292	85,400.00	84,841.80	6.625
6100201346	300,000.00	248,155.91	5.875
6100201371	185,500.00	184,827.31	4.990
6100201401	250,000.00	244,578.98	5.990
6100201420	333,000.00	332,351.05	6.125
6100201497	351,000.00	349,902.65	6.750
6100201509	165,000.00	164,473.65	6.625
6100201581	325,000.00	321,594.91	5.875
6100201625	300,000.00	296,856.84	5.875
6100201659	590,000.00	586,057.48	6.750
6100201698	345,500.00	341,880.14	5.875
6100201760	168,700.00	168,558.27	6.875
6100201830	463,000.00	459,670.35	5.500
6100202133	250,000.00	249,464.22	5.625
6100202303	442,500.00	441,403.36	6.990
6100202311	220,500.00	220,238.69	8.625
6100202351	400,000.00	399,182.37	5.875
6100202474	365,000.00	108,944.83	5.875
6100202497	191,800.00	191,251.18	6.250
6100202499	328,000.00	327,998.51	6.875
6100202529	157,500.00	157,153.74	6.375
6100202571	202,000.00	199,927.80	6.125
6100202699	285,000.00	284,430.06	5.990
6100202708	161,000.00	160,571.50	6.625
6100202717	999,900.00	997,900.40	5.990
6100202724	150,000.00	149,734.57	6.625
6100202747	195,000.00	194,654.95	6.625
6100202765	152,000.00	151,582.25	6.250
6100202774	143,000.00	142,770.60	7.125
6100202850	260,000.00	259,505.33	6.250
6100202851	480,000.00	479,018.84	5.875
6100202950	409,000.00	408,163.97	5.875
6100203005	63,000.00	62,935.76	6.750
6100203008	200,000.00	199,662.98	6.875
6100203026	447,500.00	447,500.00	6.625
6100203083	571,000.00	569,832.83	5.875
6100203102	110,000.00	109,844.24	7.750
6100203116	257,000.00	256,555.12	6.750
6100203130	200,000.00	196,871.69	6.750
6100203137	102,300.00	102,139.90	7.250
6100203191	113,700.00	113,538.98	7.750
6100203202	313,000.00	312,360.21	5.875

- 40-

6100203274	810,000.00	810,000.00	6.990
6100203277	292,000.00	291,457.66	6.375
6100203321	480,000.00	480,000.00	5.125
6100203348	424,000.00	423,152.09	5.990
6100203389	910,000.00	908,226.55	6.125
6100203439	535,000.00	533,906.41	5.875
6100203455	440,000.00	439,529.61	5.625
6100203479	140,000.00	139,780.90	7.250
6100203486	384,500.00	384,168.95	6.750
6100203525	400,000.00	399,182.37	5.875
6100203541	300,000.00	299,469.18	6.625
6100203584	128,000.00	127,823.24	7.875
6100203732	715,000.00	713,734.87	6.625
6100203739	237,500.00	237,108.74	6.990
6100203762	392,400.00	389,636.84	5.750
6100203799	745,500.00	745,500.00	5.875
6100203837	100,000.00	99,923.76	7.365
6100203862	91,000.00	90,867.86	7.625
6100203864	250,000.00	248,123.91	4.990
6100204006	260,000.00	259,582.93	7.125
6100204023	434,000.00	433,578.18	6.125
6100204053	252,000.00	251,777.67	6.625
6100204056	250,000.00	246,302.08	6.250
6100204076	159,600.00	159,324.41	6.750
6100204099	100,000.00	64,433.46	6.490
6100204103	120,000.00	119,792.78	6.750
6100204115	97,200.00	97,001.32	5.875
6100204124	339,000.00	338,490.59	7.500
6100204128	1,500,000.00	1,496,933.87	5.875
6100204138	93,600.00	93,408.67	5.875
6100204172	100,000.00	99,839.29	7.125
6100204223	405,000.00	405,000.00	6.375
6100204249	210,000.00	210,000.00	6.625
6100204251	210,000.00	210,000.00	6.625
6100204259	300,000.00	299,319.97	6.750
6100204268	350,000.00	349,267.41	5.750
6100204282	384,000.00	384,000.00	6.375
6100204298	800,000.00	800,000.00	6.125
6100204355	900,000.00	899,146.05	6.250
6100204356	272,000.00	271,682.32	6.750
6100204413	98,400.00	98,264.12	7.875
6100204434	130,000.00	129,888.07	6.750
6100204439	143,000.00	142,896.50	7.625
6100204450	307,000.00	306,372.47	5.875
6100204506	750,000.00	748,573.03	6.250
6100204556	108,700.00	108,325.35	7.750
6100204570	471,000.00	467,612.84	5.500
6100204632	550,000.00	548,821.28	5.625
6100204707	197,800.00	197,519.90	7.750
6100204733	90,000.00	90,000.00	8.125

- 41-

6100204780	170,100.00	169,743.27	5.740
6100204784	285,000.00	284,417.44	5.875
6100204787	150,500.00	150,184.39	5.740
6100204819	795,000.00	795,000.00	5.750
6100204825	100,000.00	99,831.50	6.875
6100204827	97,500.00	97,500.00	7.625
6100204836	108,700.00	108,325.78	7.750
6100204860	801,300.00	798,331.01	6.500
6100204976	156,000.00	155,730.62	6.750
6100204983	335,000.00	335,000.00	5.750
6100204986	460,000.00	459,145.64	6.375
6100205036	136,500.00	136,286.39	7.250
6100205091	790,500.00	789,711.54	5.990
6100205099	420,800.00	420,409.50	6.365
6100205104	750,000.00	750,000.00	5.875
6100205138	719,000.00	717,598.79	6.125
6100205155	209,300.00	208,955.20	6.990
6100205233	460,000.00	459,166.06	6.500
6100205251	1,295,000.00	1,295,000.00	6.125
6100205268	137,000.00	136,910.38	8.125
6100205272	360,000.00	358,532.75	7.500
6100205381	322,500.00	321,886.40	6.250
6100205396	250,000.00	250,000.00	6.375
6100205401	131,600.00	131,366.69	6.615
6100205414	280,000.00	279,572.57	7.375
6100205449	200,000.00	199,854.96	7.615
6100205557	210,000.00	209,628.42	6.625
6100205589	215,000.00	215,000.00	6.625
6100205607	424,000.00	423,577.10	5.990
6100205618	91,000.00	91,000.00	7.500
6100205708	162,200.00	162,053.37	6.500
6100205717	320,000.00	319,027.93	6.500
6100205720	229,600.00	229,397.43	6.625
6100205735	150,000.00	150,000.00	6.490
6100205747	303,750.00	303,750.00	6.500
6100205759	395,500.00	395,167.74	6.875
6100205790	347,000.00	346,708.48	6.875
6100205804	150,000.00	149,864.40	6.500
6100205837	171,500.00	171,337.28	6.250
6100205930	210,000.00	209,628.42	6.625
6100205981	135,000.00	134,834.81	6.990
6100206014	275,000.00	274,664.28	6.125
6100206033	175,000.00	174,837.92	6.375
6100206035	725,000.00	724,243.06	5.750
6100206052	100,000.00	99,931.18	7.875
6100206084	250,000.00	249,779.43	6.625
6100206174	270,000.00	269,956.96	6.125
6100206241	100,000.00	99,677.59	6.750
6100206250	258,000.00	257,822.45	7.875
6100206276	250,000.00	249,794.67	6.990

- 42-

6100206287	227,500.00	227,304.13	6.750
6100206327	100,000.00	99,917.87	6.990
6100206331	130,000.00	129,910.54	7.875
6100206351	78,000.00	77,925.99	6.250
6100206440	100,000.00	99,509.23	6.990
6100206468	110,000.00	109,909.66	6.990
6100206504	200,000.00	199,814.76	6.375
6100206518	381,000.00	380,655.57	6.500
6100206519	383,000.00	382,653.76	6.500
6100206573	114,800.00	114,714.80	7.500
6100206643	740,000.00	738,816.97	6.250
6100206663	333,500.00	333,258.62	7.625
6100206702	201,500.00	201,500.00	8.125
6100206750	181,500.00	181,365.31	7.500
6100206770	273,000.00	273,000.00	7.990
6100206836	130,000.00	130,000.00	7.125
6100206866	1,400,000.00	1,398,603.62	5.990
6100206908	455,000.00	455,000.00	5.990
6100206914	960,000.00	960,000.00	6.250
6100206920	500,000.00	500,000.00	5.990
6100206930	250,000.00	249,768.46	6.375
6100206933	195,000.00	194,817.19	6.875
6100206963	75,000.00	74,784.04	7.875
6100206965	188,500.00	188,339.95	6.875
6100206982	390,000.00	390,000.00	6.375
6100207036	92,400.00	92,400.00	7.625
6100207044	350,000.00	349,683.59	6.500
6100207090	75,000.00	74,918.75	7.500
6100207200	221,200.00	221,027.45	7.250
6100207251	810,000.00	809,174.16	5.875
6100207274	100,000.00	99,925.79	7.500
6100207284	480,000.00	479,661.22	7.750
6100207285	194,000.00	193,879.42	8.375
6100207295	572,000.00	572,000.00	6.625
6100207309	110,000.00	109,818.79	6.990
6100207389	250,000.00	249,789.97	6.875
6100207429	175,000.00	174,873.34	7.625
6100207433	696,000.00	695,385.94	6.625
6100207435	75,000.00	74,462.69	7.750
6100207436	154,000.00	153,888.54	7.625
6100207470	75,000.00	70,557.13	8.375
6100207546	264,000.00	264,000.00	6.625
6100207577	120,000.00	119,896.68	6.750
6100207595	233,000.00	232,789.36	6.500
6100207607	287,700.00	287,435.06	6.750
6100207663	273,700.00	273,700.00	7.125
6100207737	235,000.00	234,802.57	6.875
6100207818	83,500.00	83,367.98	6.990
6100207829	210,000.00	209,823.58	6.875
6100207836	312,000.00	310,915.69	5.875

- 43-

6100207842	285,000.00	284,813.57	8.125
6100207921	235,000.00	234,802.57	6.875
6100208019	160,000.00	159,801.56	6.500
6100208054	455,000.00	454,645.06	7.250
6100208194	605,000.00	604,466.22	6.625
6100208226	900,000.00	891,876.56	5.875
6100208390	200,000.00	199,835.74	6.990
6100208416	290,000.00	290,000.00	6.375
6100208421	500,000.00	500,000.00	6.250
6100208489	120,400.00	120,400.00	7.500
6100208799	325,000.00	325,000.00	7.875
6100208962	117,500.00	117,500.00	6.990
6100209361	228,000.00	228,000.00	6.875

Totals	318,442,617.00	311,407,260.88

SMRF Trust III-A

Residential mortgage loans [describe more fully]

SCHEDULE OF TRUST CERTIFICATES

Certificate No. 1 in respect of SMRF Trust III

Certificate No. 1 in respect of SMRF Trust III-A

- 44-

Exhibit A

FORM OF POWER OF ATTORNEY

(Delivered by PMI at Closing)

- 45-

Exhibit B

RESOLUTION OF MEMBER

REGARDING SUPPLEMENT

(Delivered by PMI at Closing)

- 46-

Exhibit C

FORM OF COLLATERAL REPORT

[DATE]

200 East Randolph Drive

Chicago, IL 60601

Attention: Vice President - Credit

Facsimile: (312) 565-5752

Re: Supplement to Amended And Restated Advances, Collateral Pledge, And Security Agreement

Ladies and Gentlemen:

This report is given pursuant to Section 2.09(b) of the Supplement to Amended And Restated Advances, Collateral Pledge, And Security Agreement dated as of July 7, 2017 (the “ Supplement ”), by and among Prospect Mortgage Insurance, LLC (“ Member ”), SMRF Trust III, a Delaware statutory trust, Wilmington Trust, National Association, not in its individual capacity but solely as Delaware Trustee of Trust III, SMRF Trust III-A, a Delaware statutory trust, Wilmington Trust, National Association, not in its individual capacity but solely as Delaware Trustee of Trust III-A, and the Federal Home Loan Bank of Chicago (the “ Bank ”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Supplement.

Member hereby delivers the report set forth on Exhibit I hereto which sets forth all Collateral then held by each Trust and pledged to the Bank pursuant the Supplement including (1) a listing of the outstanding Mortgage Loans, the Mortgage Loan number, the scheduled balance, the scheduled paid-through dates, the Mortgage Interest Rate and principal and interest payment, and such other information as the Bank may require, (2) a remittance report and (3) a default report.

The Member further certifies that no additional Trust Certificates have been issued since the date of the Supplement.


	Very truly yours,

	PROSPECT MORTGAGE INSURANCE, LLC


	By
	Name:
	Title:

- 47-

Exhibit I

[O utstanding Mortgage Loans, etc., Remittance Report and Default Report for period ending [ ].]

- 48-

Exhibit 10.4

March 15, 2019

Prospect Mortgage Insurance, LLC
c/o Starwood Property Trust, Inc.
1 E. Wacker Drive, Suite 3600
Chicago, Illinois 60601
Attn: Steven Ujvary
sujvary@starwood.com
Attn: Andrew J. Sossen, General Counsel and Chief Operating Officer
asossen@starwood.com

Dear Steven and Andrew:

This letter (“Letter Agreement”) shall supplement the Amended and Restated Advances, Collateral Pledge and Security Agreement dated July 7, 2017 and the Supplement to Amended and Restated Advances, Collateral Pledge and Security Agreement dated July 7, 2017, as such were amended by that certain Letter Agreement dated October 16, 2018, executed by the parties hereto and Starwood Property Trust, Inc. (together, as amended from time to time, the “Advances Agreement”), between the Federal Home Loan Bank of Chicago (the “Bank”) and Prospect Mortgage Insurance, LLC (“Member”). This Letter Agreement sets forth requirements related to the Member’s request to increase its borrowing capacity. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Advances Agreement.

Member’s Increased Advance Capacity. Subject to the terms of the Advances Agreement, as supplemented by this Letter Agreement, the Member shall be permitted to draw Advances such that the amount of aggregate Advances shall not exceed, at any time, the lesser of (i) Two Billion Dollars ($2,000,000,000), or (ii) the amount equal to 40% of the Member’s “total assets” (as used herein, Member’s “total assets” shall mean those assets as reflected in the Member’s most recent financial statements as filed with the Vermont Department of Financial Regulation). Any and all Advances extended to Member (including current Advances and future Advances) shall at all times remain subject to the terms and conditions of the Advances Agreement including without limitation, the regulatory requirement that no new Advances or renewals of existing Advances shall have a maturity date of later than February 19, 2021.

Guaranty. Starwood Property Trust, Inc. shall deliver the Amended and Restated Guaranty (the “Guaranty”) providing for a guaranty of payment of all of the obligations and liabilities of Member to the Bank arising out of the Advances Agreement, as further set forth in the Guaranty. Such guaranty shall be delivered to the Bank prior to effectiveness of the increased Advance capacity set forth in paragraph 1 above, and as a condition precedent to Member’s ability to access the increased capacity set forth above.

Required Advance Reductions. Member will be required to pay down outstanding Advances according to the following schedule (the “Required Paydown Schedule”) and

after each corresponding date the Member may not increase its outstanding Advances abo v e the required Ad v ance balance related to such date set forth below:

a) On or before September 15, 2020 , Member shall pay down Advances to an amount equal to $1.6 Billion or less;

b) On or before October 15, 2020 , Member shall pay down Advances to an amount equal to $1.2 Billion or less;

c) On or before November 15 , 2020 , Member shall pay down Advances to an amount equal to $ 800 Million or less ;

d) On or before December 15 , 2020 , Member shall pay down Advances to an amount equal to $ 400 Million or less; and

e) On or before January 15, 2021 , Member shall pay down all remaining outstanding Indebtedness to the Bank , except for the following fixed rate Advances which shall be repaid on or before February 19 , 2021 .


Transaction Number	Credit Type	Outstanding Amount	Current Rate
100064	Al 2 1-Fi x ed Rate Fi x ed T erm	$48 , 000 , 000 . 00	2 . 02 %
100920	Al21-Fixed Rate F ix ed Term	$ 72 , 000 , 000 . 00	2 .08 %

Member’s failure to comply with the abo v e pay down schedule shall constitute an Event of Default under the Advances Agreement. All Advances borrowed by Member, including those borrowed after the date of this letter , shall be included in the calculation of outstanding Advances set forth in this Section 3 and shall be subject to the Required Paydown Schedule. Member will be subject to any applicable prepayment fees it may occur in complying with the Required Paydown Schedule.

After the date of this Letter Agreement , for any new Advance request or a request to “ roll ” or extend the maturity date for an existing Advance , Member shall (i) pro vi de the Bank with two (2) days notice , and (ii) provide the Bank with a copy of the most recent updated financial statements for each of Member.

Limitations on transfer. As used for purposes of this Letter Agreement, the terms “Transfer ” or “Transfers” shall refer to an y transfer , sale , assignment or encumbrance of any assets; “Transferred Assets ” shall mean those assets proposed to be Transferred from the Member ; and references to ‘ Value ’ shall mean fair v alue as defined by and determined in accordance with GAAP . E x cept as otherwise permitted in the Ad v ances Agreement , Member hereby agrees that it will not Transfer any of its assets (whether owned directly or through Member’s wholly-owned subsidiaries , and whether or not such assets are Qualifying Collateral pledged under the Advances Agreement) , unless :

(i)

Member replaces the Transferred Assets with assets of comparable , or greater , Value and quality;

(ii)

such Transfer satisfies each of the following conditions:

(a) the Value of Transferred Assets shall not be greater than four percent (4%) of the Member’s Total Assets as represented on the Member’s most recently delivered financial statements;

(b) the Value of such Transferred Assets, when combined with all other Transfers made since the Member’s most recently delivered financial statements, does not equal more than six percent (6%) of the Total Assets as represented on the Member’s most recently delivered financial statements; and

(iii) for any Transfer not satisfying (i) or (ii) above, the Bank provides its written consent, which consent shall not be unreasonably withheld as long as Member continues to remain in full compliance with the Regulations on lending to captives and there is no Event of Default existing under the Advances Agreement.

Except as expressly set forth above, nothing in this Letter Agreement is intended to modify or restrict the Bank’s rights set forth in the Advances Agreement. With its signature below, Member hereby ratifies and confirms that all terms and conditions in the Advances Agreement remain in full force and effect.

Please acknowledge your agreement to the above terms, by executing and returning a copy this Letter Agreement to the Bank.

Yours Truly,


FEDERAL HOME LOAN BANK OF CHICAGO


/s/
Sr. Vice President, Sr. Manager, Credit Analysis

/s/
Sr. Vice President, Chief Credit Officer


Agreed to on this 15th day of March, 2019

PROSPECT MORTGAGE INSURANCE, LLC


/s/ Andrew J. Sossen
Name: Andrew J. Sossen
Title: Chief Operating Officer

Exhibit 10.5

EXECUTION VERSION

SIXTH AMENDED AND RESTATED MASTER REPURCHASE AND SECURITIES
CONTRACT

among

STARWOOD PROPERTY MORTGAGE SUB 2, L.L.C. ,

a Delaware limited liability company,

STARWOOD PROPERTY MORTGAGE SUB-2-A, L.L.C. ,

a Delaware limited liability company,

and

SPT CA FUNDINGS 2, LLC ,,

a Delaware limited liability company,

as Sellers

and

WELLS FARGO BANK, NATIONAL ASSOCIATION , a national banking association,

as Buyer

Dated as of

April 10, 2019

TABLE OF CONTENTS


		Page

	ARTICLE 1

	APPLICABILITY

Section 1.01	Applicability.	1

	ARTICLE 2

	DEFINITIONS AND INTERPRETATION

Section 2.01	Definitions.	1
Section 2.02	Rules of Interpretation.	38

	ARTICLE 3

	THE TRANSACTIONS

Section 3.01	Procedures.	39
Section 3.02	Transfer of Purchased Assets; Servicing Rights.	42
Section 3.03	Maximum Amount.	42
Section 3.04	Early Repurchases; Mandatory Repurchases; Partial Prepayments.	42
Section 3.05	Repurchase.	43
Section 3.06	Payment of Price Differential and Fees.	44
Section 3.07	Extension of the Maturity Date.	45
Section 3.08	Payment, Transfer and Custody.	46
Section 3.09	Repurchase Obligations Absolute.	47
Section 3.10	Future Funding Transactions.	47
Section 3.11	Additional Purchase Advance Transactions.	49
Section 3.12	Increase Option	50

	ARTICLE 4

	MARGIN MAINTENANCE

Section 4.01	Margin Deficit.	50

	ARTICLE 5

	APPLICATION OF INCOME

Section 5.01	Waterfall Account; Servicing Agreement Accounts.	51

- i-

Section 5.02	No Material Default or Event of Default Exists; Maximum Amount Not Exceeded; Third Extended Maturity Date Has Not Occurred.	51
Section 5.03	A Material Default or Event of Default Exists; Maximum Amount Exceeded; Third Extended Maturity Date Has Occurred.	53
Section 5.04	Seller to Remain Liable.	53

	ARTICLE 6

	CONDITIONS PRECEDENT

Section 6.01	Conditions Precedent to Initial Transaction.	54
Section 6.02	Conditions Precedent to All Transactions.	55

	ARTICLE 7

	REPRESENTATIONS AND WARRANTIES OF SELLER

Section 7.01	Seller.	56
Section 7.02	Repurchase Documents.	57
Section 7.03	Solvency.	57
Section 7.04	Taxes.	58
Section 7.05	Financial Condition.	58
Section 7.06	True and Complete Disclosure.	59
Section 7.07	Compliance with Laws.	59
Section 7.08	Compliance with ERISA.	60
Section 7.09	No Default or Material Adverse Effect.	60
Section 7.10	Purchased Assets.	60
Section 7.11	Purchased Assets Acquired from Transferors.	61
Section 7.12	Transfer and Security Interest.	61
Section 7.13	No Broker.	61
Section 7.14	Separateness.	61
Section 7.15	Interest Rate Protection Agreements.	62
Section 7.16	Investment Company Act.	62
Section 7.17	Anti-Money Laundering Laws and Anti-Corruption Laws.	62
Section 7.18	Sanctions.	62
Section 7.19	Beneficial Ownership Certification.	62

	ARTICLE 8

	COVENANTS OF SELLER

Section 8.01	Existence; Governing Documents; Conduct of Business.	62
Section 8.02	Compliance with Laws, Contractual Obligations and Repurchase Documents.	63
Section 8.03	Structural Changes.	63
Section 8.04	Protection of Buyer’s Interest in Purchased Assets.	63

- ii-

Section 8.05	Actions of Seller Relating to Distributions, Indebtedness, Guarantee Obligations, Contractual Obligations, Investments and Liens.	64
Section 8.06	Maintenance of Records.	65
Section 8.07	Financial Covenants.	65
Section 8.08	Delivery of Income.	65
Section 8.09	Delivery of Financial Statements and Other Information.	66
Section 8.10	Delivery of Notices.	67
Section 8.11	Hedging.	68
Section 8.12	Escrow Imbalance.	68
Section 8.13	Guarantee Agreement.	68
Section 8.14	Pledge and Security Agreement.	68
Section 8.15	Taxes.	68
Section 8.16	Management Internalization.	69
Section 8.17	REIT Status.	69
Section 8.18	Post-Closing Obligations.	69
Section 8.19	Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions.	69
Section 8.20	Compliance with Sanctions.	70
Section 8.21	Beneficial Ownership.	70

	ARTICLE 9

	SINGLE‑PURPOSE ENTITY

Section 9.01	Covenants Applicable to Seller.	70
Section 9.02	Additional Covenants Applicable to Seller.	72

	ARTICLE 10

	EVENTS OF DEFAULT AND REMEDIES

Section 10.01	Events of Default.	72
Section 10.02	Remedies of Buyer as Owner of the Purchased Assets.	75

	ARTICLE 11

	SECURITY INTEREST

Section 11.01	Grant.	77
Section 11.02	Effect of Grant.	77
Section 11.03	Seller to Remain Liable.	78
Section 11.04	Waiver of Certain Laws.	78

- iii-

	ARTICLE 12

	INCREASED COSTS; CAPITAL ADEQUACY

Section 12.01	Market Disruption.	78
Section 12.02	Illegality.	78
Section 12.03	Breakfunding.	79
Section 12.04	Increased Costs.	79
Section 12.05	Capital Adequacy.	79
Section 12.06	Taxes.	79
Section 12.07	Payment and Survival of Obligations.	82

	ARTICLE 13

	INDEMNITY AND EXPENSES

Section 13.01	Indemnity.	82
Section 13.02	Expenses.	85

	ARTICLE 14

	INTENT

Section 14.01	Safe Harbor Treatment.	85
Section 14.02	Liquidation.	85
Section 14.03	Qualified Financial Contract.	86
Section 14.04	Netting Contract.	86
Section 14.05	Master Netting Agreement.	86

	ARTICLE 15

	DISCLOSURE RELATING TO CERTAIN FEDERAL PROTECTIONS

	ARTICLE 16

	NO RELIANCE

	ARTICLE 17

	SERVICING

Section 17.01	Servicing Rights.	87
Section 17.02	Accounts Related to Purchased Assets.	88
Section 17.03	Servicing Reports.	88
Section 17.04	Servicing Agreement Accounts.	88

- iv-

	ARTICLE 18
	MISCELLANEOUS

Section 18.01	Governing Law.	88
Section 18.02	Submission to Jurisdiction; Service of Process.	88
Section 18.03	IMPORTANT WAIVERS.	89
Section 18.04	Integration; Severability .	90
Section 18.05	Single Agreement.	90
Section 18.06	Use of Employee Plan Assets.	91
Section 18.07	Survival and Benefit of Seller’s Agreements.	91
Section 18.08	Assignments and Participations.	91
Section 18.09	Ownership and Hypothecation of Purchased Assets.	93
Section 18.10	Confidentiality.	93
Section 18.11	No Implied Waivers; Amendments.	94
Section 18.12	Notices and Other Communications.	94
Section 18.13	Counterparts; Electronic Transmission.	94
Section 18.14	No Personal Liability.	94
Section 18.15	Protection of Buyer’s Interests in the Purchased Assets; Further Assurances.	95
Section 18.16	Default Rate.	96
Section 18.17	Set-off.	96
Section 18.18	Seller’s Waiver of Set‑off.	97
Section 18.19	Power of Attorney.	97
Section 18.20	Periodic Due Diligence Review.	98
Section 18.21	Time of the Essence.	98
Section 18.22	PATRIOT Act Notice.	98
Section 18.23	Successors and Assigns; No Third Party Beneficiaries.	98
Section 18.24	Joint and Several Repurchase Obligations.	98
Section 18.25	Effect of Amendment and Restatement.	101
Section 18.26	PATRIOT Act Notice.	101
Section 18.27	Successors and Assigns.	102
Section 18.28	Acknowledgement of Anti Predatory Lending Policies.	102
Section 18.29	No Novation, Effect of Agreement.	102

- v-

THIS SIXTH AMENDED AND RESTATED MASTER REPURCHASE AND SECURITIES CONTRACT , dated as of April 10, 2019 (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “ Agreement ”), is made by and among STARWOOD PROPERTY MORTGAGE SUB‑2, L.L.C. (“ Seller 2 ”), a Delaware limited liability company, STARWOOD PROPERTY MORTGAGE SUB-2-A, L.L.C. , a Delaware limited liability company (“ Seller 2‑A ”), and SPT CA FUNDINGS 2, LLC, a Delaware limited liability company (“ SPT Seller ”, and together with Seller 2, Seller 2-A and any other Person added hereto by joinder, individually and collectively as the context may require, “ Seller ”), and WELLS FARGO BANK, NATIONAL ASSOCIATION , a national banking association (“ Buyer ”).

WHEREAS, Seller 2, Seller 2-A, SPT Seller and Buyer entered into that certain Fifth Amended and Restated Master Repurchase and Securities Contract, dated as of September 16, 2016 (the “ Fifth Amended and Restated Master Repurchase Agreement ”).

WHEREAS, Seller 2, Seller 2-A, SPT Seller and Buyer desire to amend and restate the Fifth Amended and Restated Master Repurchase Agreement upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, Seller 2, Seller 2-A, SPT Seller and Buyer (each a “ Party ”) hereby agree that the Fifth Amended and Restated Master Repurchase Agreement is hereby amended and restated in its entirety to read as follows:

ARTICLE 1

APPLICABILITY

Section 1.01 Applicability . Subject to the terms and conditions of the Repurchase Documents, from time to time during the Funding Period and at the request of Seller, the Parties may enter into transactions in which Seller agrees to sell, transfer and assign to Buyer certain Assets and all related rights in, and interests related to, such Assets on a servicing released basis, against the transfer of funds by Buyer representing the Purchase Price for such Assets, with a simultaneous agreement by Buyer to transfer such Assets to Seller for subsequent repurchase on the related Repurchase Date, which date shall not be later than the Maturity Date applicable to such Purchased Asset, against the transfer of funds by Seller representing the Repurchase Price for such Assets.

ARTICLE 2

DEFINITIONS AND INTERPRETATION

Section 2.01 Definitions .

“ Accelerated Repurchase Date ”: Defined in Section 10.02 .

“ Account Control Agreement ”: A deposit account control agreement in favor of Buyer with respect to any bank account related to a Purchased Asset, substantially in the form attached as Exhibit G-1 hereto.

“ Actual Knowledge ”: With respect to any Person, the actual knowledge of such Person without further inquiry or investigation; provided , that for the avoidance of doubt, with respect to Seller, Guarantor, Manager and the Intermediate Starwood Entities, such actual knowledge shall include the knowledge of all such Persons collectively and each of their respective employees, officers, directors and agents (and with respect to agents, solely to those agents who worked on the acquisition of the Assets or this Transaction) of any of them.

“ Additional Purchase Advance ”: Defined in Section 3.11(a) .

“ Additional Purchase Advance Available Amount ”: With respect to any proposed Additional Purchase Advance Transaction with respect to any Purchased Asset, the excess, if any, of (a) the Maximum Advance Purchase Price for such Purchased Asset as of the date of such proposed Additional Purchase Advance Transaction minus (b) the outstanding Purchase Price of such Purchased Asset as of such date.

“ Additional Purchase Advance Transaction ”: Defined in Section 3.11(a) .

“ Affiliate ”: With respect to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with, such Person.

“ Affiliated Hedge Counterparty ”: Buyer, or an Affiliate of Buyer, in its capacity as a party to any Interest Rate Protection Agreement with a Seller Party.

“ Agreement ”: The meaning set forth in the initial paragraph hereof.

“ Alternative Rate ”: A per annum rate based on an index approximating the behavior of LIBOR, as determined by Buyer.

“ Anti-Corruption Law ”: The U.S. Foreign Corrupt Practices Act of 1977, the UK Bribery Act, the Canadian Corruption of Foreign Public Officials Act or any other law applicable to Seller or any of its Affiliates that prohibits the bribery of foreign officials to gain a business advantage.

“ Anti-Money Laundering Laws ”: The applicable laws or regulations in any jurisdiction in which Seller, Guarantor or any Affiliates of Seller or Guarantor are located or doing business that relate to money laundering, any predicate crime to money laundering or any financial record keeping and reporting requirements related thereto.

“ Applicable Percentage ”: For each Purchased Asset as of any date, the applicable percentage determined by Buyer for such Purchased Asset on the related Purchase Date and set forth in the Confirmation for such Purchased Asset, which shall be no higher than the Maximum Applicable Percentage.

- 2-

“ Appraisal ”: An appraisal of the related Mortgaged Property conducted by an Independent Appraiser in accordance with the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended, and, in addition, certified by such Independent Appraiser as having been prepared in accordance with the requirements of the Uniform Standards of Professional Appraisal Practice of the Appraisal Foundation, addressed to (either directly or pursuant to a reliance letter in favor of Buyer or reliance language in such Appraisal running to the benefit of Buyer as a successor and/or assign) and reasonably satisfactory to Buyer.

“ Approved Representation Exception ”: Any Representation Exception furnished by Seller to Buyer and approved in writing by Buyer prior to the related Purchase Date including any Representation Exception attached to the Confirmation for any Purchased Asset.

“ Asset ”: Any Whole Loan, Senior Interest or Subordinate Interest, the Mortgaged Property for which is included in the categories for Types of Mortgaged Property.

“ Assignment and Acceptance ”: Defined in Section 18.08(c) .

“ Bailee ”: With respect to any Transaction involving a Wet Mortgage Asset, (i) a national title insurance company or Sidley Austin LLP, or (ii) any other entity approved by Buyer, which may be a title company, escrow company or attorney in accordance with local law and practice in the appropriate jurisdiction of the related Wet Mortgage Asset.

“ Bailee Agreement ”: As defined in the Custodial Agreement.

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

“ Beneficial Ownership Certification ”: A certification regarding beneficial ownership as required by the Beneficial Ownership Regulation in a form as agreed to by Buyer.

“ Beneficial Ownership Regulation ”: Means 31 C.F.R. § 1010.230.

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

“ Book Value ”: For each Purchased Asset, as of any date, an amount, as certified by Seller in the related Transaction Request and Confirmation, equal to the lesser of (a) the outstanding principal amount or par value thereof as of such date (after giving effect to any additional advances to the Underlying Obligor made by Seller pursuant to the Purchased Asset Documents on or prior to such date), and (b) the price that Seller initially paid or advanced in respect thereof plus any additional amounts advanced by Seller that were funded in connection with Seller’s future funding obligations under the related Purchased Asset Documents minus Principal Payments received by Seller and as further reduced by losses realized and write‑downs taken by Seller, together with all other reductions in the unpaid balance due in connection with the related Whole Loan (including, with respect to any Senior Interest that is a participation, any reduction in the principal balance of the related Whole Loan that is allocable to such Senior Interest pursuant to the Senior Interest Documents).

“ Bridge Pricing Margin ”: Defined in the Fee and Pricing Letter, which definition is incorporated herein by reference.

- 3-

“ Bridge Purchased Assets ”: All Purchased Assets, other than CMBS Purchased Assets and Legacy Purchased Assets, that as of the Purchase Date therefor, consist of eligible Whole Loans, eligible Senior Interests, eligible Junior Interests, eligible Mezzanine Loans or eligible Mezzanine Participation Interests that are, in each case, directly or indirectly secured by Liens on underlying Mortgaged Properties that, as of the Purchase Date therefor, satisfy the LTV Test applicable to Bridge Purchased Assets of the applicable Type.

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

“ Buyer ”: Wells Fargo Bank, National Association, in its capacity as Buyer under this Agreement and the other Repurchase Documents, together with its successors and permitted assigns.

“ Buyer’s Margin Percentage ”: For any Purchased Asset as of any date, the percentage equivalent of the quotient obtained by dividing (a) one (1) by (b) the Applicable Percentage used to calculate the Purchase Price on the related Purchase Date.

“ Capital Lease Obligations ”: With respect to any Person, the amount of all obligations of such Person to pay rent or other amounts under a lease of property to the extent and in the amount that such obligations are required to be classified and accounted for as a capital lease on a balance sheet of such Person.

“ Capital Stock ”: Any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent equity ownership interests in a Person which is not a corporation, including, without limitation, any and all member or other equivalent interests (certificated or uncertificated) in any limited liability company, and any and all partnership or other equivalent interests in any partnership or limited partnership, and any and all warrants or options to purchase any of the foregoing.

“ Cash Liquidity ”: With respect to Guarantor on any date, the amount of cash and cash equivalents (other than restricted cash) held by Guarantor and its direct or indirect Subsidiaries as of such date.

“ Change of Control ”: The occurrence of any of the following events: (a) prior to an internalization of management by Guarantor, if Manager or its Affiliate is no longer the manager of Guarantor; (b) after such time as Guarantor is internally managed, any “person” or “group” (within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)) shall become, or obtain rights (whether by means of warrants, options or otherwise) to become, the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of a percentage of the total voting power of all classes of Capital Stock of Guarantor entitled to vote generally in the election of directors, of

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20% or more; (c) prior to an internalization of management by Guarantor, any change in Control of Manager and/or Starwood Capital Group Global, L.P. from the Person or Persons who are directly or indirectly Controlling such entities on the date hereof; or (d) each of either Guarantor or the Intermediate Starwood Entities shall cease to own and control, of record and beneficially, directly or indirectly 100% of the outstanding Capital Stock of Seller. Notwithstanding the foregoing, Buyer shall not be deemed to approve or to have approved any internalization of management by Guarantor as a result of this definition or any other provision herein, other than to the extent actually approved pursuant to Section 8.16 or Section 10.01(g) .

“ Class ”: With respect to an Asset, such Asset’s classification as one of the following: Whole Loan, Senior Interest, Junior Interest, Mezzanine Loan or Mezzanine Participation Interest.

“ Closing Certificate ”: A true and correct certificate in the form of Exhibit D , executed by a Responsible Officer of Seller.

“ Closing Date ”: April 10, 2019.

“ CMBS ”: Shall mean mortgage pass-through certificates or other securities issued pursuant to a securitization of commercial real estate loans.

“ CMBS Pricing Margin ”: Defined in Schedule 2 to the Fee and Pricing Letter, which definition is incorporated herein by reference.

“ CMBS Pricing Margin Table ”: Shall mean the table set forth under “CMBS Pricing Margin” on Schedule 2 to the Fee and Pricing Letter.

“ CMBS Purchased Asset Maturity Date ”: For all CMBS Purchased Assets, the earliest of (a) April 10, 2020, or, if such date is extended pursuant to Section 3.07(b) , April 10, 2021, (b) any Accelerated Repurchase Date, and (c) such earlier date upon which the Maturity Date occurs in accordance with the Repurchase Documents or Requirements of Law.

“ CMBS Purchased Assets ”: Each Purchased Asset which is either a Whole Loan or a Senior Interest that accrues interest at a fixed rate and which is designated by Buyer and Seller as a CMBS Purchased Asset on the related Confirmation and that are, in each case, directly or indirectly secured by Liens on underlying Mortgaged Properties that, as of the Purchase Date therefor, (a) satisfy the LTV Test applicable to CMBS Purchased Assets and (b) generate a Debt Yield that is equal to or greater than the Debt Yield Purchase Threshold applicable to CMBS Purchased Assets.

“ Code ”: The Internal Revenue Code of 1986, as amended.

“ Collection Account ”: Any collection, escrow, reserve, collateral or lock-box accounts pledged to Seller with respect to any Purchased Asset.

“ Competitor ”: Defined in the Fee and Pricing Letter, which definition is incorporated herein by reference.

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“ Compliance Certificate ”: A true and correct certificate in the form of Exhibit E , executed by a Responsible Officer of Seller.

“ Confirmation ”: For any Purchased Asset, a purchase confirmation in the form of Exhibit B , duly completed, executed and delivered by Seller and Buyer in accordance with Section 3.01 , as same may be updated, amended, modified and/or restated from time to time in connection with any Additional Purchase Advance Transaction or Future Funding Transaction with respect to such Purchased Asset or otherwise.

“ Connection Income Taxes ”: Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“ Contingent Liabilities ”: With respect to any Person as of any date of determination, all of the following as of such date: (a) liabilities and obligations (including any Guarantee Obligations) of such Person in respect of “off-balance sheet arrangements” (as defined in the Off-Balance Sheet Rules defined below in this definition), and (b) obligations, including Guarantee Obligations, whether or not required to be disclosed in the footnotes to such Person’s financial statements, guaranteeing in whole or in part any Non-Recourse Indebtedness, lease, dividend or other obligation, excluding, however, (i) contractual indemnities (including any indemnity or price-adjustment provision relating to the purchase or sale of securities or other assets), and (ii) guarantees of non-monetary obligations that have not yet been called on or quantified, of such Person or any other Person. The amount of any Contingent Liabilities described in the preceding clause (b) shall be deemed to be (i) with respect to a guarantee of interest or interest and principal, or operating income guarantee, the sum of all payments required to be made thereunder (which, in the case of an operating income guarantee, shall be deemed to be equal to the debt service for the note secured thereby), through (x) in the case of an interest or interest and principal guarantee, the stated date of maturity of the obligation (and commencing on the date interest could first be payable thereunder), or (y) in the case of an operating income guarantee, the date through which such guarantee will remain in effect, and (ii) with respect to all guarantees not covered by the preceding clause (i), an amount equal to the stated or determinable amount of the primary obligation in respect of which such guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as recorded on the balance sheet and in the footnotes to the most recent financial statements of such Person. “ Off-Balance Sheet Rules ” means the Disclosure in Management’s Discussion and Analysis About Off-Balance Sheet Arrangements and Aggregate Contractual Obligations, Securities Act Release Nos. 33-8182; 34-47264; FR-67 International Series Release No. 1266 File No. S7-42-02, 68 Fed. Reg. 5982 (Feb. 5, 2003) (codified at 17 CFR Parts 228, 229 and 249).

“ Contractual Obligation ”: With respect to any Person, any provision of any securities issued by such Person or any indenture, mortgage, deed of trust, deed to secure debt, contract, undertaking, agreement, instrument or other document to which such Person is a party or by which it or any of its property or assets are bound or are subject.

“ Control ”: With respect to any Person, the direct or indirect possession of the power to direct or cause the direction of the management or policies of such Person, whether

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through the ability to exercise voting power, by contract or otherwise. “Controlling,” “Controlled” and “under common Control” have correlative meanings.

“ Controlled Account Agreement ”: The Second Amended and Restated Controlled Account Agreements with respect to the Waterfall Account and the Servicing Agreement Account, respectively, each dated as of January 27, 2014, each among Seller, Buyer and Deposit Account Bank, and as each may subsequently be amended, modified and/or restated from time to time.

“ Convertible Debt Securities ”: Means the Existing Convertible Debt Securities and any other debt securities of Guarantor, the terms of which provide for conversion into Capital Stock, cash by reference to such Capital Stock, or a combination thereof.

“ Core Plus Purchased Asset ”: Each Legacy Purchased Asset designated as a Core Plus Purchased Asset on Schedule 3 of the Fee and Pricing Letter.

“ Core Purchased Asset ”: Each Legacy Purchased Asset designated as a Core Purchased Asset on Schedule 3 of the Fee and Pricing Letter.

“ Credit Event ”: Defined in the Fee and Pricing Letter, which definition is incorporated herein by reference.

“ Current Mark‑to‑Market Value ”: For any Purchased Asset as of any date, the market value for such Purchased Asset as of such date (after giving effect to any additional advances to the Underlying Obligor made by Seller pursuant to the Purchased Asset Documents on or prior to such date) as determined by Buyer by (a) reference to Buyer’s assessment of the market value of the Mortgaged Property, and (b) taking into account such other criteria (other than current interest rates and spreads) as and to the extent that Buyer deems appropriate, including, as appropriate, market conditions, credit quality, liquidity of position, subordination and delinquency status and aging which market value, in each case, may be determined to be zero. The Current Mark-to-Market Value of each Purchased Asset as of the related Purchase Date will be set forth in the Confirmation executed in connection with the related Transaction, and the Current Mark-to-Market Value of any Purchased Asset other than any CMBS Purchased Asset will not be adjusted by Buyer after the related Purchase Date unless a Credit Event shall occur with respect to the related Purchased Asset, provided that (a) the Current Mark‑to‑Market Value of (i) any CMBS Purchased Asset and (ii) any Hedge Required Asset may be, in each case, adjusted by Buyer at any time due to changes in interest rates and spreads (unless with respect to Hedge Required Assets only, Seller has complied with the requirements set forth in Section 8.11 ), and (b) there shall be no restrictions on Buyer’s ability to recalculate, solely for internal purposes, the Current Mark-to-Market Value of any Purchased Asset at any time.

“ Custodial Agreement ”: The Amended and Restated Custodial Agreement, dated as of February 28, 2011, among Buyer, Seller and Custodian, as such agreement has been or may hereafter be amended, modified and/or restated from time to time.

“ Custodian ”: Wells Fargo Bank, National Association, solely in its capacity as Custodian or any successor permitted by the Custodial Agreement.

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“ Debt Yield ”: With respect to any Purchased Asset(s) and for any relevant calendar quarter, the percentage equivalent of the quotient obtained by dividing (i) the product of (A) the underwritten net cash flow or net operating income for such period from the related Mortgaged Property or Mortgaged Properties securing the Purchased Asset(s), as determined by Buyer in its sole and absolute discretion, multiplied by (B) a fraction, (1) the numerator of which shall be 360, and (2) the denominator of which shall be the number of days in the relevant Test Period, by (ii) the then-current Purchase Price of such Purchased Asset(s) on the last day of such calendar quarter.

“ Debt Yield Purchase Threshold ”: Defined in the Fee and Pricing Letter, which definition is incorporated herein by reference.

“ Debt Yield Test ”: Defined in the Fee and Pricing Letter, which definition is incorporated herein by reference.

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

“ Default Rate ”: As of any date, the Pricing Rate in effect on such date plus 400 basis points (4.00%), determined after any Repurchase Date on the basis of periods corresponding to Pricing Periods.

“ Defaulted Asset ”: Any Asset, Purchased Asset (or, if the Purchased Asset is a Senior Interest or a Subordinate Interest, the related Whole Loan or the related Mezzanine Loan), as applicable, (a) that is thirty (30) or more days (or, in the case of payments due at maturity, one (1) day) delinquent in the payment of principal, interest, fees, distributions or any other amounts payable under the related Purchased Asset Documents, (b) for which there is a non–monetary default under the related Purchased Asset Documents, beyond any applicable notice or cure period, (c) as to whose Underlying Obligor (and, in the case of a Mezzanine Loan or Mezzanine Participation Interest, the Underlying Obligor with respect to the related Whole Loan), an Insolvency Event has occurred, or (d) for which Seller or Servicer has received notice of the foreclosure or proposed foreclosure of any Lien on the related Mortgaged Property; provided that with respect to any Junior Interest, Senior Interest or Mezzanine Participation Interest, in addition to the foregoing such Junior Interest, Senior Interest or Mezzanine Participation Interest will also be considered a Defaulted Asset to the extent that the underlying Whole Loan or underlying Mezzanine Loan would be considered a Defaulted Asset as described in this definition.

“ Delaware LLC Act ”: Chapter 18 of the Delaware Limited Liability Company Act, 6 Del. C. §§ 18‑101 et seq., as amended.

“ Deposit Account Bank ”: Wells Fargo Bank, National Association, or any other bank requested by Seller and approved by Buyer.

“ Derivatives Contract ”: Any rate swap transaction, basis swap, credit derivative transaction, forward rate transaction, commodity swap, commodity option, forward commodity contract, equity or equity index swap or option, bond or bond price or bond index swap or option or forward bond or forward bond price or forward bond index transaction, interest rate option,

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forward foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option, spot contract, or any other similar transaction or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, including any obligations or liabilities thereunder.

“ Derivatives Termination Value ”: With respect to any one or more Derivatives Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Derivatives Contracts, (a) for any date on or after the date such Derivatives Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in the preceding clause (a), the amount(s) determined as the mark-to-market value(s) for such Derivatives Contracts, as determined based on one or more mid-market or other readily available quotations provided by any recognized dealer in such Derivatives Contracts (which may include Buyer).

“ Dividing LLC ”: A Delaware limited liability company that is effecting a Division pursuant to and in accordance with Section 18‑217 of the Delaware LLC Act.

“ Division ”: The division of a Dividing LLC into two or more domestic limited liability companies pursuant to and in accordance with Section 18‑217 of the Delaware LLC Act.

“ Division LLC ”: A surviving company, if any, and each resulting company, in each case that is the result of a Division.

“ Dollars ” and “ $ ”: Lawful money of the United States of America.

“ Early Repurchase Date ”: Defined in Section 3.04 .

“ EBITDA ”: With respect to any Person and for any Test Period, an amount equal to the sum of (a) Net Income (or loss) of such Person (prior to any impact from minority interests or joint venture net income and before deduction of any dividends on preferred stock of such Person), plus the following (but only to the extent actually included in determination of such Net Income (or loss)): (i) depreciation and amortization expense, (ii) Interest Expense, (iii) income tax expense, and (iv) extraordinary or non‑recurring gains and losses, plus (b) such Person’s proportionate share of Net Income of the joint venture investments and unconsolidated Affiliates of such Person, all with respect to such Test Period, plus (c) amounts deducted in accordance with GAAP in respect of other non-cash expenses in determining such Net Income for such Person.

“ Eligible Asset ”: An Asset:

(a) with respect to which no Representation Breach exists;

(b) that is not a Defaulted Asset;

(c) with respect to which there are no future funding obligations on the part of Seller, Buyer or any other Person (except to the extent such Asset has been approved as a Future Funding Asset by Buyer pursuant to Section 3.10 );

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(d) whose Mortgaged Property is located in the United States, whose Underlying Obligors (and, in the case of a Mezzanine Loan or Mezzanine Participation Interest, the Underlying Obligors with respect to the related Whole Loan) are domiciled in the United States, and all obligations thereunder and under the underlying Purchased Asset Documents are denominated and payable in Dollars;

(e) with respect to such Asset, none of the Underlying Obligors (and any of their respective Affiliates) related to such Asset including, in the case of a Mezzanine Loan or Mezzanine Participation Interest, the Underlying Obligors with respect to the related Whole Loan, are Sanctioned Targets; and

(f) that is secured by a perfected, first priority security interest in a commercial or multi-family property (or, in the case of a Mezzanine Loan or a Mezzanine Participation Interest, secured by first priority pledges of all of the Equity Interests of Persons that directly or indirectly own a commercial or multi-family property) for which the related Mortgaged Property is not for sale or under construction, conversion or rehabilitation; provided , that notwithstanding the failure of an Asset or Purchased Asset to conform to the requirements of this definition, Buyer may, subject to such terms, conditions and requirements and Applicable Percentage adjustments as Buyer may require, designate in writing any such non-conforming Asset or Purchased Asset as an Eligible Asset, which designation (1) may include a temporary or permanent asset specific waiver of one or more Eligible Asset requirements, and (2) shall not be deemed a waiver of the requirement that all other Assets and Purchased Assets must be Eligible Assets (including any Assets that are similar or identical to the Asset or Purchased Asset subject to the waiver).

“ Eligible Assignee ”: Any of the following Persons designated by Buyer: (a) a bank, financial institution, pension fund, insurance company or similar Person, an Affiliate of any of the foregoing, and an Affiliate of Buyer, and (b) any other Person to which Seller has consented; provided , that such consent of Seller shall not be unreasonably withheld, delayed or conditioned, and shall not be required at any time when an Event of Default exists; and, provided further that, so long as no Event of Default has occurred and is continuing, a Competitor shall not be an Eligible Assignee under clause (a) of this definition.

“ Eligible Institution ”: A depository institution or trust company insured by the Federal Deposit Insurance Corporation, the short term unsecured debt obligations or commercial paper of which are rated at least “A-1+” by S&P, “P-1” by Moody’s and “F-1+” by Fitch in the case of accounts in which funds are held for thirty (30) days or less (or, in the case of accounts in which funds are held for more than thirty (30) days, the long term unsecured debt obligations of which are rated at least “AA” by Fitch and S&P and “Aa2” by Moody’s).

“ Environmental Laws ”: Any federal, state, foreign or local statute, law, rule, regulation, ordinance, code, guideline, written policy and rule of common law now or hereafter in effect, and any judicial or administrative interpretation thereof, including any judicial or administrative order, consent decree or judgment, relating to the environment, employee health and safety or hazardous materials, including CERCLA, RCRA, the Federal Water Pollution Control Act, the Toxic Substances Control Act, the Clean Air Act, the Safe Drinking Water Act,

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the Oil Pollution Act of 1990, the Emergency Planning and the Community Right‑to‑Know Act of 1986, the Hazardous Material Transportation Act, the Occupational Safety and Health Act, and any state and local or foreign counterparts or equivalents.

“ Equity Interests ”: With respect to any Person, (a) any share, interest, participation and other equivalent (however denominated) of Capital Stock of (or other ownership, equity or profit interests in) such Person, (b) any warrant, option or other right for the purchase or other acquisition from such Person of any of the foregoing, (c) any security convertible into or exchangeable for any of the foregoing, and (d) any other ownership or profit interest in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such share, warrant, option, right or other interest is authorized but unissued on any date.

“ ERISA ”: The Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated thereunder. Section references to ERISA are to ERISA, as in effect at the date of this Agreement and, as of the relevant date, any subsequent provisions of ERISA, amendatory thereof, supplemental thereto or substituted therefor.

“ ERISA Affiliate ”: Any trade or business (whether or not incorporated) that is a member of Seller’s, Pledgor’s or Guarantor’s controlled group or under common control with Seller, Pledgor or Guarantor, within the meaning of Section 414 of the Code.

“ Event of Default ”: Defined in Section 10.01 .

“ Exchange Act ”: The Securities Exchange Act of 1934, as amended.

“ Excluded Taxes ”: Any of the following Taxes imposed on or with respect to Buyer or required to be withheld or deducted from a payment to Buyer: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of Buyer being organized under the laws of, or having its principal office or the office from which it books the Transactions located in, the jurisdiction imposing such Taxes (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) U.S. federal withholding Taxes imposed on amounts payable to or for the account of Buyer with respect to an interest in the Repurchase Obligations pursuant to a law in effect on the date on which Buyer (i) acquires such interest in the Repurchase Obligations or (ii) changes the office from which it books the Transactions, except in each case to the extent that, pursuant to Section 12.06 , amounts with respect to such Taxes were payable either to Buyer’s assignor immediately before Buyer became a party hereto or to Buyer immediately before it changed the office from which it books the Transactions, (c) Taxes attributable to Buyer’s failure to comply with Section 12.06(e) and (d) any U.S. federal withholding Taxes imposed under FATCA.

“ Existing Convertible Debt Securities ”: Means debt securities of Guarantor existing as of April 19, 2013 and issued pursuant to the First Supplemental Indenture.

“ Exit Fee ”: Defined in the Fee and Pricing Letter (as amended hereby), which definition is incorporated herein by reference.

“ Extended Term Maturity Date ”: Defined in Section 3.07(d) .

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“ Extended Term Purchased Assets ”: Defined in the Fee and Pricing Letter, which definition is incorporated herein by reference.

“ Extension Conditions ”: Defined in Section 3.07(a) .

“ Extension Fee ”: Defined in the Fee and Pricing Letter, which definition is incorporated herein by reference.

“ Extension Option ”: Defined in Section 3.07(a) .

“ Extension Terms ”: Defined in Section 3.07(a) .

“ FATCA ”: Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code and any laws or agreement implementing an intergovernmental approach thereto.

“ FDIA ”: Defined in Section 14.03 .

“ FDICIA ”: Defined in Section 14.04 .

“ Fee and Pricing Letter ”: The Sixth Amended and Restated Fee and Pricing Letter, dated as of the Closing Date, between and among Buyer and Sellers, as such letter may subsequently be amended, modified and/or restated or replaced from time to time.

“ Fifth Amendment and Restatement Date ”: September 16, 2016.

“ Fifth Amended and Restated Master Repurchase Agreement ”: The meaning specified in the recitals to this Agreement.

“ First Extended Maturity Date ”: Defined in the Fee and Pricing Letter, which definition is incorporated herein by reference.

“ First Extension Term ”: Defined in Section 3.07(a) .

“ First Supplemental Indenture ”: Means that certain First Supplemental Indenture, dated as of February 15, 2013, to the Senior Debt Indenture, dated as of February 15, 2013, by and among Guarantor, as issuer, and The Bank of New York Mellon, as trustee.

“ Fitch ”: Fitch, Inc. or, if Fitch, Inc. is no longer issuing ratings, another nationally recognized rating agency reasonably acceptable to Buyer.

“ Fixed Charge Coverage Ratio ”: With respect to any Person and for any Test Period at any time, the EBITDA for such period, divided by the Fixed Charges for the same period.

“ Fixed Charges ”: With respect to any Person and for any Test Period at any time, the amount of interest paid in cash with respect to Indebtedness as shown on such Person’s

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consolidated statement of cash flow in accordance with GAAP as offset by the amount of receipts pursuant to net receive interest rate swap agreements of such Person and its consolidated Subsidiaries during the applicable period .

“ Flex Purchased Asset ”: Each Legacy Purchased Asset designated as a Flex Purchased Asset on Schedule 3 of the Fee and Pricing Letter.

“ Foreign Buyer ”: A Buyer that is not a U.S. Person.

“ Funding Period ”: Defined in the Fee and Pricing Letter, which definition is incorporated herein by reference.

“ Future Funding Amount ”: With respect to any Purchased Asset for which a Future Funding Transaction has been requested by Seller and approved by Buyer pursuant to Section 3.10 , the product of (a) the amount that Seller is funding or has funded to the Underlying Obligor as a post-closing advance on or prior to the related Future Funding Date as required by the Underlying Loan Documents relating to such Purchased Asset (other than any such post-closing advance which was the subject of a prior Future Funding Transaction funded by Buyer prior to such Future Funding Date) and (b) the Applicable Percentage for such Purchased Asset, provided, in no event shall the aggregate amount so requested by Seller exceed the maximum amount of future funding set forth on the related Confirmation for such Purchased Asset.

“ Future Funding Asset ”: Any Purchased Asset which has been approved by Buyer as a Future Funding Asset as set forth in the Confirmation for such Purchased Asset.

“ Future Funding Confirmation ”: Defined in Section 3.10(a) .

“ Future Funding Date ”: With respect to any Purchased Asset for which a Future Funding Transaction has been requested by Seller and approved by Buyer, the date on which Buyer funds a Future Funding Amount with respect to such Purchased Asset pursuant to Section 3.10 .

“ Future Funding Request Package ”: With respect to any Future Funding Transaction, the following, to the extent applicable and available, unless any such items were previously delivered to Buyer and have not been modified since the date of each such delivery: (a) the related request for advance, executed by the related Underlying Obligor; (b) any officer’s certificate or affidavit executed by the related Underlying Obligor and delivered to Seller pursuant to the Purchased Asset Documents; (c) any title policy endorsement or updated title search required to be delivered as a condition to such advance pursuant to the Purchased Asset Documents; (d) copies of any new tenant leases or lease amendments entered into by the related Underlying Obligor as a condition to such advance pursuant to the Purchased Asset Documents; (e) any updated financial statements, operating statements and/or rent rolls with respect to the related Underlying Obligor; and (f) copies of any additional documentation required to be delivered by the Underlying Obligor in connection with the related Purchased Asset Documents, or as otherwise reasonably requested by Buyer, in each case, to the extent in Seller’s or any Affiliate of Seller’s possession.

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“ Future Funding Transaction ”: Any Transaction approved by Buyer pursuant to Section 3.10 .

“ GAAP ”: Generally accepted accounting principles as in effect from time to time in the United States, consistently applied.

“ Governing Documents ”: With respect to any Person, its articles or certificate of incorporation or formation, by‑laws, partnership, limited liability company, memorandum and articles of association, operating or trust agreement and/or other organizational, charter or governing documents.

“ Governmental Authority ”: Any (a) national or federal government, (b) state, regional or local or other political subdivision thereof, (c) central bank or similar monetary or regulatory authority, (d) Person, agency, authority, instrumentality, court, regulatory body, central bank or other body or entity exercising executive, legislative, judicial, taxing, quasi‑judicial, quasi‑legislative, regulatory or administrative functions or powers of or pertaining to government, (e) court or arbitrator having jurisdiction over such Person, its Affiliates or its assets or properties, (f) stock exchange on which shares of stock of such Person are listed or admitted for trading, (g) accounting board or authority that is responsible for the establishment or interpretation of national or international accounting principles, in each case whether foreign or domestic, and (h) supra‑national body such as the European Union or the European Central Bank.

“ Ground Lease ”: A ground lease containing the following terms and conditions: (a) a remaining term (exclusive of any unexercised extension options) of thirty (30) years or more from the Purchase Date of the related Asset, (b) the right of the lessee to mortgage and encumber its interest in the leased property without the consent of the lessor or with such consent given, (c) the obligation of the lessor to give the holder of any mortgage lien on such leased property written notice of any defaults on the part of the lessee and agreement of such lessor that such lease will not be terminated until such holder has had a reasonable opportunity to cure or complete foreclosures, and fails to do so, (d) reasonable transferability of the lessee’s interest under such lease, including ability to sublease, and (e) such other rights customarily required by mortgagees making a loan secured by the interest of the holder of the leasehold estate demised pursuant to a ground lease.

“ Guarantee Agreement ”: The Fifth Amended and Restated Guarantee Agreement, dated as of the date hereof, made by Guarantor in favor of Buyer, as such agreement has been or may hereafter be amended, modified and/or restated from time to time.

“ Guarantee Default ”: Defined in Section 8.13 .

“ Guarantee Obligation ”: With respect to any Person (the “ guaranteeing person ”), any obligation of (a) the guaranteeing person or (b) another Person (including any bank under any letter of credit) to induce the creation of the obligations for which the guaranteeing person has issued a reimbursement, counterindemnity or similar obligation, in either case guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends, Contractual Obligation, Derivatives Contract or other obligations or Indebtedness (the “ primary obligations ”) of any

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

“ Guarantor ”: Starwood Property Trust, Inc., a Maryland corporation.

“ Hedge Counterparty ”: Either (a) an Affiliated Hedge Counterparty, or (b) any other counterparty approved by Buyer to any Interest Rate Protection Agreement with a Seller Party that satisfies the requirements of Section 8.11 .

“ Hedge Required Asset ”: (a) A Purchased Asset other than a CMBS Purchased Asset that has a fixed rate of interest or (b) any Purchased Asset that has a floating rate of interest based on a rate other than the one-month London Interbank Offered Rate and, in each case, is designated as a Hedge Required Asset by Buyer on or prior to the Purchase Date for such Purchased Asset.

“ Hotel Assets ”: All Purchased Assets that are directly or indirectly secured by hotels.

“ Income ”: With respect to any Purchased Asset, all of the following (in each case with respect to the entire par amount of the Asset represented by such Purchased Asset and not just with respect to the portion of the par amount represented by the Purchase Price advanced against such Asset) without duplication: (a) all Principal Payments, (b) all Interest Payments, (c) all other income, distributions, receipts, payments, collections, prepayments, recoveries, proceeds (including insurance and condemnation proceeds) and other payments or amounts of any kind paid, received, collected, recovered or distributed on, in connection with or in respect of such Purchased Asset, including Principal Payments, Interest Payments, principal and interest payments, prepayment fees, extension fees, exit fees, defeasance fees, transfer fees, make whole fees, late charges, late fees and all other fees or charges of any kind or nature, premiums, yield maintenance charges, penalties, default interest, dividends, gains, receipts, allocations, rents, interests, profits, payments in kind, returns or repayment of contributions, net sale, foreclosure, liquidation, securitization or other disposition proceeds, insurance payments, settlements and proceeds, and (d) all payments received from Hedge Counterparties pursuant to Interest Rate

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Protection Agreements related to such Purchased Asset; provided , that any amounts that under the applicable Purchased Asset Documents are required to be deposited into and held in escrow or reserve to be used for a specific purpose, such as taxes and insurance, shall not be included in the term “Income” unless and until (i) an event of default exists under such Purchased Asset Documents, (ii) the holder of the related Purchased Asset has exercised or is entitled to exercise rights and remedies with respect to such amounts, (iii) such amounts are no longer required to be held for such purpose under such Purchased Asset Documents, or (iv) such amounts may be applied to all or a portion of the outstanding indebtedness under such Purchased Asset Documents, and provided , further , that “Income” from Junior Interests, Senior Interests and Mezzanine Participation Interests shall include, without limitation, Seller’s share of all amounts payable in respect of each such Junior Interest, Senior Interest and Mezzanine Participation Interest and the underlying Whole Loan or the underlying Mezzanine Loan pursuant to the Junior Interest Documents, Senior Interest Documents and Mezzanine Participation Documents.

“ Indebtedness ”: With respect to any Person and any date, all of the following with respect to such Person as of such date: (a) obligations in respect of money borrowed (including principal, interest, assumption fees, prepayment fees, yield maintenance charges, penalties, exit fees, contingent interest and other monetary obligations whether choate or inchoate and whether by loan, the issuance and sale of debt securities or the sale of property or assets to another Person subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets, or otherwise), (b) obligations, whether or not for money borrowed (i) represented by notes payable, letters of credit or drafts accepted, in each case representing extensions of credit, (ii) evidenced by bonds, debentures, notes or similar instruments, (iii) constituting purchase money indebtedness, conditional sales contracts, title retention debt instruments or other similar instruments, upon which interest charges are customarily paid or that are issued or assumed as full or partial payment for property or services rendered, or (iv) in connection with the issuance of Preferred Equity or trust preferred securities, (c) Capital Lease Obligations, (d) reimbursement obligations under any letters of credit or acceptances (whether or not the same have been presented for payment), (e) Off-Balance Sheet Obligations, (f) obligations to purchase, redeem, retire, defease or otherwise make any payment in respect of any mandatory redeemable stock issued by such Person or any other Person (inclusive of forward equity contracts), valued at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends, (g) as applicable, all obligations of such Person (but not the obligations of others) in respect of any keep well arrangements, credit enhancements, or any obligation senior to any Purchased Asset, unfunded interest reserve amount under any Purchased Asset or any other obligation of such Person with respect to such Purchased Asset that is senior to such Purchased Asset, purchase obligation, repurchase obligation, sale/buy-back agreement, takeout commitment or forward equity commitment, in each case evidenced by a binding agreement (excluding any such obligation to the extent the obligation can be satisfied by the issuance of Equity Interests (other than mandatory redeemable stock)), (h) net obligations under any Derivatives Contract not entered into as a hedge against existing indebtedness, in an amount equal to the Derivatives Termination Value thereof, (i) all Non-Recourse Indebtedness, recourse indebtedness and all indebtedness of other Persons that such Person has guaranteed or is otherwise recourse to such Person, (j) all indebtedness of another Person secured by (or for which the holder of such indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien (other than, except with respect to any Purchased Asset, any Permitted Liens) on property or assets owned by such Person, even though

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such Person has not assumed or become liable for the payment of such indebtedness or other payment obligation; provided , that if such Person has not assumed or become liable for the payment of such indebtedness, then for the purposes of this definition the amount of such indebtedness shall not exceed the market value of the property subject to such Lien, (k) all Contingent Liabilities, (l) all obligations of such Person incurred in connection with the acquisition or carrying of fixed assets by such Person or obligations of such Person to pay the deferred purchase or acquisition price of property or assets, including contracts for the deferred purchase price of property or assets that include the procurement of services, (m) indebtedness of general partnerships of which such Person is liable as a general partner (whether secondarily or contingently liable or otherwise), and (n) obligations to fund capital commitments under any Governing Document, subscription agreement or otherwise.

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

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

“ Indemnified Taxes ”: (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of Seller under any Repurchase Document and (b) to the extent not otherwise described in (a), Other Taxes.

“ Independent Appraiser ”: A professional real estate appraiser that (i) is approved by Buyer in its sole discretion; (ii) was not selected or identified by the Underlying Obligor and is not affiliated with the lender under the mortgage or the Underlying Obligor; (iii) if engaged by Seller or any of its Affiliates, Seller or such Affiliate, as applicable, is a “financial services institution” within the meaning of the Interagency Guidelines on Evaluations and Appraisals, (iv) is a member in good standing of the American Appraisal Institute; and (v) is certified or licensed in the state where the subject Mortgaged Property is located.

“ Independent Director ” or “ Independent Manager ”: An individual who has prior experience as an independent director, independent manager or independent member with at least three (3) years of employment experience and who is provided by CT Corporation, Corporation Service Company, National Registered Agents, Inc., Wilmington Trust Company, Stewart Management Company, or Lord Securities Corporation or, if none of those companies is then providing professional Independent Directors or Independent Managers, independent members, another nationally recognized company reasonably approved by Buyer, in each case that is not an Affiliate of Seller and that provides professional independent directors, independent managers and/or other corporate services in the ordinary course of its business, and which individual is duly appointed as a member of the board of directors or board of managers of such corporation or limited liability company and is not, has never been, and will not while serving as Independent Director or Independent Manager be, any of the following:

(a) a member, partner, equity holder, manager, director, officer or employee of Seller, any Pledgor, any of their respective equity holders or Affiliates (other than (i) as an Independent Director or Independent Manager or “special member” of Seller or Pledgor and (ii) as an Independent Director or Independent Manager or “special member” of an Affiliate of Seller or Pledgor or any of their respective single-purpose entity equity holder that is not in the direct chain of ownership of Seller or Pledgor and that is required

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by a creditor to be a single purpose bankruptcy remote entity, provided , however , that such Independent Director or Independent Manager is employed by a company that routinely provides professional Independent Directors or Independent Managers);

(b) a creditor, supplier or service provider (including provider of professional services) to Seller or any of their respective equity holders or Affiliates (other than through a nationally‑recognized company that routinely provides professional independent directors, independent managers and/or other corporate services to Seller, any single‑purpose entity equity holder, or any of their respective equity holders or Affiliates in the ordinary course of business);

(c) a family member of any such member, partner, equity holder, manager, director, officer, employee, creditor, supplier or service provider; or

(d) a Person who controls (whether directly, indirectly or otherwise) any of the individuals described in the preceding clauses (a), (b) or (c).

An individual who otherwise satisfies the preceding definition other than clause (a) by reason of being the Independent Director or Independent Manager of a Special Purpose Entity affiliated with Seller or Pledgor shall not be disqualified from serving as an Independent Director or Independent Manager of Seller or Pledgor if the fees that such individual earns from serving as Independent Director or Independent Manager of Affiliates of Seller in any given year constitute in the aggregate less than five percent (5%) of such individual’s annual income for that year.

“ Initial Maturity Date ”: April 10, 2021.

“ Insolvency Action ”: With respect to any Person, the taking by such Person of any action resulting in an Insolvency Event, other than solely under clause (g) of the definition thereof.

“ Insolvency Event ”: With respect to any Person, (a) the filing of a decree or order for relief by a court having jurisdiction in the premises with respect to such Person or any substantial part of its assets or property in an involuntary case under any applicable Insolvency Law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for any substantial part of its assets or property, or ordering the winding-up or liquidation of such Person’s affairs, and such decree or order shall remain unstayed and in effect for a period of thirty (30) days, (b) the commencement by such Person of a voluntary case under any applicable Insolvency Law now or hereafter in effect, (c) the consent by such Person to the entry of an order for relief in an involuntary case under any Insolvency Law, (d) the consent by such Person to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for any substantial part of its assets or property, (e) the making by such Person of any general assignment for the benefit of creditors, (f) the admission in a legal proceeding of the inability of such Person to pay its debts generally as they become due, (g) the failure by such Person generally to pay its debts as they become due, or (h) the taking of action by such Person in furtherance of any of the foregoing.

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“ Insolvency Laws ”: The Bankruptcy Code and all other applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement, receivership, insolvency, reorganization, suspension of payments and similar debtor relief laws from time to time in effect affecting the rights of creditors generally.

“ Insolvency Proceeding ”: Any case, action or proceeding before any court or other Governmental Authority relating to any Insolvency Event.

“ Interest Expense ”: With respect to any Person and for any period, the amount of total interest expense incurred by such Person, including capitalized or accruing interest (but excluding interest funded under a construction loan), all with respect to such period.

“ Interest Payments ”: With respect to any Purchased Asset and any period, all payments of interest, income, receipts, dividends, and any other collections and distributions received from time to time in connection with any such Purchased Asset.

“ Interest Rate Protection Agreement ”: With respect to any or all Purchased Assets, any futures contract, options related contract, short sale of United States Treasury securities or any interest rate swap, cap, floor or collar agreement, total return swap or any other similar arrangement providing for protection against fluctuations in interest rates or the exchange of nominal interest obligations either generally or under specific contingencies in form and substance reasonably acceptable to Buyer, in each case with a Hedge Counterparty and that is acceptable to Buyer. It is acknowledged and agreed that Interest Rate Protection Agreements relating to Purchased Assets may cover Other Hedged Assets. For the avoidance of doubt, any Interest Rate Protection Agreement with respect to a Purchased Asset shall be included in the definitions of “Purchased Asset” and “Repurchase Document” but any payments or proceeds of an Interest Rate Protection Agreement that relates to Other Hedged Assets shall not be included in the definitions of “Purchased Asset” and “Repurchase Document”.

“ Intermediate Starwood Entities ”: Individually or collectively, Pledgor, SPT Real Estate Sub I, LLC, a Delaware limited liability company, SPT LNR Property, LLC, a Delaware limited liability company and SPT LNR Property TRS, LLC, a Delaware limited liability company.

“ Internal Control Event ”: Material weakness in, or fraud that involves management or other employees who have a significant role in, the internal controls of Seller, Manager, any Intermediate Starwood Entity or Guarantor over financial reporting, in each case as described in the Securities Laws.

“ Investment ”: With respect to any Person, any acquisition or investment (whether or not of a controlling interest) by such Person, whether by means of (a) the purchase or other acquisition of any Equity Interest in another Person, (b) a loan, advance or extension of credit to, capital contribution to, guaranty or credit enhancement of Indebtedness of, or purchase or other acquisition of any Indebtedness of, another Person, including any partnership or joint venture interest in such other Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute the business or a division or operating unit of another Person. Any binding commitment or option to make an Investment in

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any other Person shall constitute an Investment. Except as expressly provided otherwise, for purposes of determining compliance with any covenant contained in this Agreement, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

“ Investment Company Act ”: The Investment Company Act of 1940, as amended, restated or modified from time to time, including all rules and regulations promulgated thereunder.

“ Investor ”: Any Person that is (i) admitted to Seller as a member in accordance with its applicable operating agreement or limited liability company agreement, or (ii) owns any Equity Interests in Guarantor.

“ Irrevocable Redirection Notice ”: A notice in form reasonably acceptable to Buyer, sent by Seller in respect of each Purchased Asset (or by Seller’s Affiliate or a Transferor in connection with the origination of any such Purchased Asset) or by Servicer on Seller’s behalf directing the remittance of Income with respect to a Purchased Asset to one of the Servicing Agreement Accounts (or other applicable account under the related Purchased Asset Documents) and/or the Waterfall Account, as applicable, and, to the extent required by either Buyer or Seller, executed by the applicable Underlying Obligor, Servicer or other Person with respect to such Purchased Asset.

“ IRS ”: The United States Internal Revenue Service.

“ Junior Interest ”: (a) A junior participation interest in a performing commercial real estate loan, or (b) a “B-note” in an “A/B structure” (or a more subordinate note in an “A/B/C”, “A/B/C/D” or similar structure) in a performing commercial real estate loan, each as determined by Buyer; provided , however , that notwithstanding anything to the contrary contained herein, any junior participation interest or “B-note” (or more subordinate note) as to which each of the related senior participation interests or senior notes, as applicable, are Purchased Assets hereunder shall not be “Junior Interests” for any purposes under this Agreement, the Fee and Pricing Letter or any of the other Repurchase Documents (and instead such junior interest(s) and senior interest(s) shall be collectively treated as a Whole Loan for all purposes hereunder and thereunder).

“ Junior Interest Documents ”: Shall mean, for any Junior Interest, the Junior Interest Note together with any co-lender agreements, participation agreements and/or other intercreditor agreements or other documents governing or otherwise relating to such Junior Interest, and the Mortgage Loan Documents for the related Whole Loan, including, without limitation, those documents which are required to be delivered to Custodian under the Custodial Agreement (which documents so required to be delivered to Custodian shall only be required to include, for the avoidance of doubt, copies of the Mortgage Loan Documents for the related Whole Loan).

“ Junior Interest Note ”: (a) If the Junior Interest is evidenced by a promissory note, the related original Mortgage Note or (b) if the Junior Interest is a participation, the related original participation certificate.

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“ Knowledge ”: With respect to any Person, means collectively (i) the Actual Knowledge of such Person, (ii) notice of any fact, event, condition or circumstance that would cause a reasonably prudent Person to conduct an inquiry that would give such Person Actual Knowledge, whether or not such Person actually undertook such an inquiry, and (iii) all knowledge that is imputed to a Person under any statute, rule, regulation, ordinance, or official decree or order.

“ Legacy Purchased Assets ”: Those Purchased Assets set forth on Schedule 3 of the Fee and Pricing Letter.

“ Leverage Covenant ”: The financial covenant set forth in Section 15(b) of the Guarantee Agreement.

“ LIBOR ”: The rate of interest per annum determined by Buyer on the basis of the rate for deposits in Dollars for delivery on the first (1 st ) day of each Pricing Period, for a period approximately equal to such Pricing Period, as reported on Reuters Screen LIBOR01 Page (or any successor page) at approximately 11:00 a.m., London time, on the Pricing Rate Reset Date (or if not so reported, then as determined by Buyer from another recognized source or interbank quotation; provided that, Buyer shall not use a method of determination that is different from that used by Buyer for all of its other similarly-situated sellers under repurchase transactions). Each calculation by Buyer of LIBOR shall be conclusive and binding for all purposes, absent manifest error. If the calculation of LIBOR results in a LIBOR rate of less than zero (0), LIBOR shall be deemed to be zero (0) for all purposes of this Agreement.

“ Lien ”: Any mortgage, statutory or other lien, pledge, charge, right, claim, adverse claim, attachment, levy, hypothecation, assignment, deposit arrangement, security interest, UCC financing statement or encumbrance of any kind on or otherwise relating to any Person’s assets or properties in favor of any other Person or any preference, priority or other security agreement or preferential arrangement of any kind.

“ Liquidity ”: With respect to Guarantor on any date, the total of Cash Liquidity and Near Cash Liquidity of Guarantor and its direct or indirect Subsidiaries as of such date.

“ LTV Test ”: Defined in the Fee and Pricing Letter, which definition is incorporated herein by reference.

“ LTV Ratio ”: Defined in the Fee and Pricing Letter, which definition is incorporated herein by reference.

“ Manager ”: SPT Management, LLC, a Delaware limited liability company.

“ Margin Call ”: Defined in Section 4.01 .

“ Margin Deficit ”: Defined in Section 4.01 .

“ Market Value ”: Defined in the Fee and Pricing Letter, which definition is incorporated herein by reference.

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“ Material Adverse Effect ”: Any event, development or circumstance that has a material adverse effect on or material adverse change in or to (a) the property, assets, business, operations, financial condition, credit quality or prospects of Seller, any Intermediate Starwood Entity or Guarantor, (b) the ability of Seller to pay and perform the Repurchase Obligations, (c) the validity, legality, binding effect or enforceability of any Repurchase Document, Purchased Asset Document, Purchased Asset or security interest granted hereunder or thereunder, (d) the rights and remedies of Buyer or any Indemnified Person under any Repurchase Document, Purchased Asset Document or Purchased Asset, or (e) the perfection or priority of any Lien granted under any Repurchase Document or Purchased Asset Document.

“ Material Default ”: The occurrence of any of the events described in clauses (a), (f), (g), (j), (l), (q) and (s) of Section 10.01 which, with the giving of notice or lapse of time, or both, would constitute an Event of Default.

“ Material Modification ”: Any material extension, amendment, waiver, termination, rescission, cancellation, release or other modification to the terms of, or any collateral, guaranty or indemnity for, or the exercise of any material right or remedy of a holder (including all lending, corporate and voting rights, remedies, consents, approvals and waivers) of, any Purchased Asset, or Purchased Asset Document.

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

“ Maturity Date ”: Defined in the Fee and Pricing Letter, which definition is incorporated herein by reference.

“ Maximum Advance Purchase Price ” shall mean, with respect to a Purchased Asset with respect to which an Additional Purchase Advance Transaction is requested in accordance with the terms of this Agreement, an amount (expressed in dollars) equal to the product obtained by multiplying (i) the least of (A) the Market Value of such Purchased Asset as of the Purchase Date for such Purchased Asset, (B) if a Credit Event shall have occurred and be continuing with respect to such Purchased Asset, the Market Value of such Purchased Asset as determined by Buyer in Buyer’s sole discretion as of the proposed date of such requested Additional Purchase Advance Transaction and (C) the par value of such Purchased Asset as of the proposed date of such requested Additional Purchase Advance Transaction by (ii) the Maximum Applicable Percentage for such Purchased Asset as set forth in the related Confirmation.

“ Maximum Amount ”: $2,000,000,000; provided , that if the Maturity Date is extended to the Third Extended Maturity Date in accordance with this Agreement, then, at all times during the Third Extension Term only, the Maximum Amount on any date shall be an amount equal to the sum of (x) the aggregate Repurchase Price for all Purchased Assets outstanding on the Second Extended Maturity Date, as such amount declines as Purchased Assets are repurchased and Margin Deficits are satisfied, plus (y) with respect to any Purchased Asset subject to a Future Funding Transaction, any unfunded Future Funding Amounts available under Future Funding Transactions entered into in accordance with Section 3.10 ; it being understood

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that, during the Third Extension Term, Buyer and Seller may enter into Future Funding Transactions in accordance with Section 3.10 and Section 3.11 ; provided , further , however , in no event shall the Maximum Amount exceed $2,000,000,000.

“ Maximum Applicable Percentage ”: Defined in the Fee and Pricing Letter, which definition is incorporated herein by reference.

“ Mezzanine Loan ”: A performing mezzanine loan secured by pledges of 100% of the Equity Interests of the Mortgagor or an Affiliate of the Mortgagor under the related Whole Loan.

“ Mezzanine Loan Documents ”: With respect to any Purchased Asset that is a Mezzanine Loan, the Mezzanine Note, those documents executed in connection with, evidencing or governing such Mezzanine Loan and the Mortgage Loan Documents for the related Whole Loan including, without limitation, those documents which are required to be delivered to Custodian under the Custodial Agreement (which documents so required to be delivered to Custodian shall only be required to include, for the avoidance of doubt, copies of the Mortgage Loan Documents for the related Whole Loan).

“ Mezzanine Note ”: The original executed promissory note or other tangible evidence of the Mezzanine Loan indebtedness.

“ Mezzanine Participation Certificate ”: The original executed participation certificate (if any) that evidences a Mezzanine Participation Interest.

“ Mezzanine Participation Documents ”: Shall mean, for any Mezzanine Participation Interest, the Mezzanine Participation Certificate, if any, together with any participation agreements and/or other intercreditor agreements or other documents governing or otherwise relating to such Mezzanine Participation Interest, and the Mezzanine Loan Documents for the related Mezzanine Loan, including, without limitation, those documents which are required to be delivered to Custodian under the Custodial Agreement (which documents so required to be delivered to Custodian shall only be required to include, for the avoidance of doubt, copies of the Mezzanine Loan Documents for the related Mezzanine Loan).

“ Mezzanine Participation Interest ”: A senior or junior participation interest in a performing Mezzanine Loan.

“ Moody’s ”: Moody’s Investors Service, Inc., or, if Moody’s Investors Service, Inc. is no longer issuing ratings, another nationally recognized rating agency reasonably acceptable to Buyer.

“ Mortgage ”: Any mortgage, deed of trust, assignment of rents, security agreement and fixture filing, or other instruments creating and evidencing a lien on real property and other property and rights incidental thereto.

“ Mortgage Asset File ”: The meaning specified in the Custodial Agreement.

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“ Mortgage Loan Documents ”: With respect to any Whole Loan, those documents executed in connection with and/or evidencing or governing such Whole Loan, including, without limitation, those that are required to be delivered to Custodian under the Custodial Agreement.

“ Mortgage Note ”: The original executed promissory note or other evidence of the indebtedness of a Mortgagor with respect to a commercial mortgage loan.

“ Mortgaged Property ”: (I) In the case of a Whole Loan, a Senior Interest or a Junior Interest, the real property (including all improvements, buildings, fixtures, building equipment and personal property thereon and all additions, alterations and replacements made at any time with respect to the foregoing) and all other collateral directly or indirectly securing repayment of the debt evidenced by (a) a Mortgage Note (in the case of a Whole Loan), and (b) the Mortgage Note of the Whole Loan to which such Senior Interest or Junior Interest relates (in the case of a Senior Interest or a Junior Interest), and (II) in the case of a Mezzanine Loan or a Mezzanine Participation Interest, the real property (including all improvements, buildings, fixtures, building equipment and personal property thereon and all additions, alterations and replacements made at any time with respect to the foregoing) and all other collateral owned by the Person (or Affiliate of such Person) the equity of which is pledged as collateral for such Mezzanine Loan or, in the case of a Mezzanine Participation Interest, the related Mezzanine Loan.

“ Mortgagor ”: The obligor on a Mortgage Note, including any Person who has assumed or guaranteed the obligations of the obligor thereunder.

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

“ Multifamily Assets ”: Purchased Assets with respect to which the Mortgaged Property consists of real property with five or more residential rental units (including mixed use multi-family/office and multi-family retail) as to which the majority of the underwritten revenue is from residential rental units.

“ NCPPP Purchased Asset : Defined in the Fee and Pricing Letter, which definition is incorporated herein by reference.

“ Near Cash Liquidity ”: Shall mean, with respect to Guarantor on any date, the sum of (i) the market value of Near Cash Securities held by Guarantor or its direct or indirect Subsidiaries as of such date and (ii) the amount of Undrawn Borrowing Capacity of Guarantor and its direct or indirect Subsidiaries under repurchase and credit facilities to which they are a party as of such date. Market value of Near Cash Securities shall be determined on a monthly basis by at least one independent third party financial institution reasonably acceptable to Buyer.

“ Near Cash Securities ”: Shall mean (i) CMBS having, at all times, a maturity or weighted average life of twelve (12) months or less, as determined by the applicable servicer, (ii) RMBS having a duration of twelve (12) months or less as determined by Tilden Park Capital Management (and, at Buyer’s request, the assumptions used in such determination shall be provided to Buyer for Buyer’s review), in each case, having a rating of Baa3 or BBB (or the

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equivalent) or higher by at least one Rating Agency (it being acknowledged that such securities may also have a lower rating from one or more Rating Agencies) or (iii) other public or privately placed securities approved by Buyer.

“ Net Income ”: With respect to any Person for any period, the net income of such Person for such period as determined in accordance with GAAP.

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

“ Non-Utilization Fee ”: Defined in the Fee and Pricing Letter, which definition is incorporated herein by reference.

“ Off-Balance Sheet Obligations ”: With respect to any Person and any date, to the extent not included as a liability on the balance sheet of such Person, all of the following with respect to such Person as of such date: (a) monetary obligations under any financing lease or so-called “synthetic,” tax retention or off-balance sheet lease transaction that, upon the application of any Insolvency Laws, would be characterized as indebtedness, (b) monetary obligations under any sale and leaseback transaction that does not create a liability on the balance sheet of such Person, or (c) any other monetary obligation arising with respect to any other transaction that (i) is characterized as indebtedness for tax purposes but not for accounting purposes, or (ii) is the functional equivalent of or takes the place of borrowing but that does not constitute a liability on the balance sheet of such Person (for purposes of this clause (c), any transaction structured to provide Tax deductibility as Interest Expense of any dividend, coupon or other periodic payment will be deemed to be the functional equivalent of a borrowing).

“ Original Closing Date ”: October 23, 2014.

“ Other Connection Taxes ”: With respect to Buyer, Taxes imposed as a result of a present or former connection between Buyer and the jurisdiction imposing such Taxes (other than a connection arising from Buyer having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Repurchase Document, or sold or assigned an interest in any Transaction or Repurchase Document).

“ Other Hedged Asset ”: Shall mean any loan or other asset covered by an Interest Rate Protection Agreement that is not a Purchased Asset.

“ Other Taxes ”: Any and all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under any Repurchase Document or from the execution, delivery, performance, or enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Repurchase Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment.

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“ Parent ”: All of the direct or indirect holders of any Equity Interests in Guarantor, together with their respective successors and assigns.

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

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

“ Party ”: The meaning set forth in the preamble to this Agreement.

“ PATRIOT Act ”: The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, as amended, modified or replaced from time to time.

“ Paying Seller ”: Defined in Section 18.24(c) .

“ Permitted Liens ”: Any of the following as to which no enforcement, collection, execution, levy or foreclosure proceeding has been commenced: (a) Liens for state, municipal, local or other local taxes not yet due and payable, (b) Liens imposed by Requirements of Law, such as materialmen’s, mechanics’, carriers’, workmen’s, repairmen’s and similar Liens, arising in the ordinary course of business securing obligations that are not overdue for more than thirty (30) days, (c) Liens on cash collateral granted by a Seller Party in connection with any Interest Rate Protection Agreement which such Seller Party is required to enter in accordance with Section 8.11 , and (d) Liens granted pursuant to or by the Repurchase Documents.

“ Person ”: An individual, corporation, limited liability company, business trust, partnership, trust, unincorporated organization, joint stock company, sole proprietorship, joint venture, Governmental Authority or any other form of entity.

“ Plan ”: An employee benefit or other plan established or maintained by Seller or any ERISA Affiliate during the five year period ended prior to the date of this Agreement or to which Seller or any ERISA Affiliate makes, is obligated to make or has, within the five year period ended prior to the date of this Agreement, been required to make contributions and that is covered by Title IV of ERISA or Section 302 of ERISA or Section 412 of the Code, other than a Multiemployer Plan.

“ Plan Asset Regulation ”: The regulation of the United States Department of Labor at 29 C.F.R. § 2510.3-101 (as modified by Section 3(42) of ERISA).

“ Pledge Agreement ”: The Amended and Restated Pledge and Security Agreement, dated as of February 28, 2011 between Buyer and Pledgor, as such agreement has been or may hereafter be amended, modified and/or restated from time to time.

“ Pledged Collateral ”: Defined in the Pledge Agreement.

“ Pledgor ”: Individually and collectively as the context may require, Starwood Property Mortgage, L.L.C., a Delaware limited liability company, in its capacity as the sole member of Seller 2, and Starwood Property Mortgage BC, L.L.C., a Delaware limited liability company, the sole member of Seller 2-A.

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“ Power of Attorney ”: A power of attorney made by Seller in favor of Buyer, substantially in the form attached as Exhibit C hereto.

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

“ Price Differential ”: For any Pricing Period or portion thereof and (a) for any Transaction outstanding, the sum of the products, for each day during such Pricing Period or portion thereof, of (i) 1/360th of the Pricing Rate in effect for each Purchased Asset subject to such Transaction during such Pricing Period, times (ii) the outstanding Purchase Price for such Purchased Asset on each such day, or (b) for all Transactions outstanding, the sum of the amounts calculated in accordance with the preceding clause (a) for all Transactions.

“ Pricing Margin ”: (A) For each Bridge Purchased Asset (other than a Subordinate Interest), the applicable Bridge Pricing Margin, (B) for each CMBS Purchased Asset (other than a Legacy Purchased Asset), the applicable CMBS Pricing Margin, (C) for each Legacy Purchased Asset, the Pricing Margin specified for such Purchased Asset in the related Confirmation therefor and (D) for each Subordinate Interest (other than a Legacy Purchased Asset), the Subordinate Interest Pricing Margin.

“ Pricing Period ”: For any Purchased Asset, (a) in the case of the first Remittance Date for such Purchased Asset, the period from the Purchase Date for such Purchased Asset to but excluding such Remittance Date, and (b) in the case of any subsequent Remittance Date, the one-month period commencing on and including the prior Remittance Date and ending on but excluding such Remittance Date; provided , that no Pricing Period for a Purchased Asset shall end after the Repurchase Date for such Purchased Asset to the extent such Purchased Asset is actually repurchased on such Repurchase Date.

“ Pricing Rate ”: For any Pricing Period, LIBOR for such Pricing Period plus the applicable Pricing Margin, which shall be subject to adjustment and/or conversion as provided in Sections 12.01 and 12.02 ; provided , that while an Event of Default is continuing, the Pricing Rate shall be the Default Rate.

“ Pricing Rate Reset Date ”: (a) In the case of the first Pricing Period for any Purchased Asset, the related Purchase Date for such Purchased Asset, and (b) in the case of each subsequent Pricing Period, two (2) Business Days prior to the Remittance Date on which such Pricing Period begins.

“ Principal Payments ”: For any Purchased Asset, all payments and prepayments of principal received for such Purchased Asset, including insurance and condemnation proceeds which are permitted by the terms of the Purchased Asset Documents to be applied to principal and are, in fact, so applied and recoveries of principal from liquidation or foreclosure which are permitted by the terms of the Purchased Asset Documents to be applied to principal and are, in fact, so applied.

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“ Purchase Agreement ”: Any purchase agreement between Seller and any Transferor pursuant to which Seller purchased or acquired an Asset that is subsequently sold to Buyer hereunder.

“ Purchase Date ”: For any Purchased Asset, the date on which such Purchased Asset is transferred by Seller to Buyer.

“ Purchase Price ”: For any Purchased Asset, (a) as of the Purchase Date for such Purchased Asset, an amount equal to the product of the Market Value of such Purchased Asset, times the Applicable Percentage for such Purchased Asset, and (b) as of any other date, the amount described in the preceding clause (a), (i) increased by any Future Funding Amounts disbursed by Buyer to Seller (or the related borrower with respect to such Purchased Asset), (ii) increased by any Additional Purchase Advances disbursed by Buyer to Seller, (iii) reduced by any amount of Margin Deficit transferred by Seller to Buyer pursuant to Section 4.01 and applied to the Purchase Price of such Purchased Asset, (iv) reduced by any Principal Payments remitted to the Waterfall Account and which were applied to the Purchase Price of such Purchased Asset by Buyer and (v) reduced by any payments made by Seller in reduction of the outstanding Purchase Price, in each case before or as of such determination date with respect to such Purchased Asset.

“ Purchased Asset Documents ”: Individually or collectively, as the context may require, the related Mortgage Loan Documents, Senior Interest Documents, Junior Interest Documents, Mezzanine Loan Documents and/or Mezzanine Participation Documents, evidencing, governing or relating to such Purchased Asset, each as amended, modified and/or restated from time to time (with Buyer’s consent as and to the extent required under this Agreement).

“ Purchased Assets ”: (a) For any Transaction, each Asset sold by Seller to Buyer in such Transaction, and (b) for the Transactions in general, all Assets sold by Seller to Buyer, in each case including, to the extent relating to such Asset or Assets, all of Seller’s right, title and interest in and to (i) Purchased Asset Documents, (ii) Servicing Rights, (iii) Servicing Files, (iv) mortgage guaranties and insurance (issued by Governmental Authorities or otherwise) and claims, payments and proceeds thereunder, (v) insurance policies, certificates of insurance and claims, payments and proceeds thereunder, (vi) the principal balance of such Assets, not just the amount advanced, (vii) amounts and property from time to time on deposit in the Waterfall Account, and the Waterfall Account itself, and amounts and property from time to time on deposit in the Servicing Agreement Accounts established and maintained under the Servicing Agreement, and such Servicing Agreement Account itself, (viii) all collection, escrow, reserve, collateral or lock-box accounts and all amounts and property from time to time on deposit therein, to the extent of Seller’s or the holder’s interest therein, (ix) Income, (x) security interests of Seller in Derivatives Contracts entered into by Underlying Obligors, (xi) rights of Seller under any letter of credit, guarantee, warranty, indemnity or other credit support or enhancement, (xii) Interest Rate Protection Agreements relating to such Assets, (xiii) all of the “Pledged Collateral”, as such term is defined in the Pledge Agreement, and (xiv) all supporting obligations of any kind; provided , that (A) Purchased Assets shall not include any obligations of Seller or any Retained Interests, and (B) for purposes of the grant of security interest by Seller to Buyer set forth in Section 11.01 together with the other provisions of Article 11 , Purchased Assets shall

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include all of the following: general intangibles, accounts, chattel paper, deposit accounts, securities accounts, instruments, securities, financial assets, uncertificated securities, security entitlements and investment property (as such terms are defined in the UCC) and replacements, substitutions, conversions, distributions or proceeds relating to or constituting any of the items described in the preceding clauses (i) through (xiv).

“ Rating Agency ” or “ Rating Agencies ”: Each of Fitch, Moody’s and S&P.

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

“ REIT ”: A Person satisfying the conditions and limitations set forth in Section 856(b), Section 856(c) and Section 857(a) of the Code and qualifying as a real estate investment trust, as defined in Section 856(a) of the Code.

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

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

“ REMIC ”: A REMIC, as that term is used in the REMIC Provisions.

“ REMIC Provisions ”: Sections 860A through 860G of the Code.

“ Remittance Date ”: The fifteenth (15 th ) day of each month (or if such day is not a Business Day, the next following Business Day), or such other day as is mutually agreed to by Seller and Buyer.

“ REOC ”: A Real Estate Operating Company within the meaning of Regulation Section 2510.3‑101(e) of the Plan Asset Regulations.

“ Representation Breach ”: Any representation, warranty, certification, statement or affirmation made or deemed made by Seller, Pledgor or Guarantor in any Repurchase Document (including in Schedule 1(a) , 1(b) , 1(c) or 1(d) ) or in any certificate, notice, report or other document prepared and delivered by or on behalf of Seller, Manager, any Intermediate Starwood Entity or Guarantor pursuant to any Repurchase Document proves to be incorrect, false or misleading in any material respect when made or deemed made, and in the case of the representations and warranties contained in Schedule 1(a) , 1(b) , 1(c) or 1(d) only, without regard to any Knowledge or lack of Knowledge thereof by such Person or (unless otherwise waived in writing), by Buyer, and without regard to any qualification, representation or warranty relating to

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such Knowledge or lack of Knowledge; provided that no representation or warranty with respect to which an Approved Representation Exception exists shall constitute a Representation Breach.

“ Representation Exceptions ”: With respect to each Purchased Asset, a written list prepared by Seller and delivered to Buyer prior to the Purchase Date of such Purchased Asset specifying, in reasonable detail, the representations and warranties (or portions thereof) set forth in this Agreement (including in Schedule 1) that are not satisfied with respect to an Asset or Purchased Asset.

“ Repurchase Date ”: For (A) any Purchased Asset other than a CMBS Purchased Asset, the earliest to occur of (a) the Maturity Date, (b) any Early Repurchase Date therefor, (c) the Business Day on which Seller is to repurchase such Purchased Asset as specified by Seller and agreed to by Buyer in the related Confirmation; and (d) the date that is two (2) Business Days prior to the maturity date (under the related Purchased Asset Documents with respect to such Purchased Asset including, with respect to each Senior Interest that is a participation, the related Whole Loan) for such Purchased Asset, without giving effect to any extension of such maturity date, whether by modification, waiver, forbearance or otherwise (other than extensions at the Underlying Obligor’s option and which do not require consent of the lender(s) thereunder pursuant to the terms of the Purchased Asset Documents with respect to such Purchased Asset and other than extensions that have been approved by Buyer in writing in its sole discretion, as and to the extent required under this Agreement); provided that, solely with respect to this clause (A)(d), the settlement date for payment of the Repurchase Price with respect to such Repurchase Date and Purchased Asset may occur two (2) Business Days thereafter as provided in Section 3.05 ) and (B) any Purchased Asset that is a CMBS Purchased Asset, the earliest of (a) the CMBS Purchased Asset Maturity Date, (b) any Early Repurchase Date therefor, and (c) the Business Day on which Seller is to repurchase such CMBS Purchased Asset as specified by Seller and agreed to by Buyer in the related Confirmation.

“ Repurchase Documents ”: Collectively, this Agreement, the Fee and Pricing Letter, the Custodial Agreement, the Controlled Account Agreements, the Pledge Agreement, all Interest Rate Protection Agreements, the Guarantee Agreement, the Servicing Agreement, the Powers of Attorney, all Confirmations, all UCC financing statements, amendments and continuation statements filed pursuant to any other Repurchase Document, and all additional documents, certificates, agreements or instruments, the execution of which is required, necessary or incidental to or desirable for performing or carrying out any other Repurchase Document.

“ Repurchase Obligations ”: All obligations of Seller to pay the Repurchase Price on the Repurchase Date and all other obligations and liabilities of Seller to Buyer arising under or in connection with the Repurchase Documents (for the avoidance of doubt, including all obligations and liabilities of a Seller Party to any Affiliated Hedge Counterparties arising under or in connection with the Interest Rate Protection Agreements), whether now existing or hereafter arising, and all interest and fees that accrue after the commencement by or against Seller, any Intermediate Starwood Entity or Guarantor of any Insolvency Proceeding naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding (in each case, whether due or accrued).

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“ Repurchase Price ”: For any Purchased Asset as of any date, an amount equal to the sum of (a) the outstanding Purchase Price as of such date, (b) the accrued and unpaid Price Differential for such Purchased Asset as of such date, (c) all amounts that are, or otherwise would be, due and payable as of such date by the Seller Parties to Buyer under this Agreement or any other Repurchase Document, and any other Affiliated Hedge Counterparty in connection with the termination of any Interest Rate Protection Agreement with Buyer and any other Affiliated Hedge Counterparty relating to such Purchased Asset if such Interest Rate Protection Agreement were terminated as of such date, (d) any accrued and unpaid fees and expenses and indemnity amounts, late fees, default interest, breakage costs and any other amounts owed by Seller or Guarantor to Buyer or any of its Affiliates under this Agreement, any Repurchase Document or otherwise, and (e) all other amounts due and payable as of such date by Seller to Buyer under this Agreement or any Repurchase Document.

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

“ Responsible Officer ”: With respect to any Person, the chief executive officer, the chief financial officer, the chief accounting officer, the treasurer or the chief operating officer of such Person.

“ Retained Interest ”: (a) With respect to any Purchased Asset, (i) all duties, obligations and liabilities of Seller thereunder, including payment and indemnity obligations, (ii) all obligations of agents, trustees, servicers, administrators or other Persons under the documentation evidencing such Purchased Asset, and (iii) if any portion of the Indebtedness related to such Purchased Asset is owned by another lender or is being retained by Seller, the interests, rights and obligations under such documentation to the extent they relate to such portion, and (b) with respect to any Purchased Asset with an unfunded commitment on the part of Seller, all obligations to provide additional funding, contributions, payments or credits.

“ RMBS ”: Shall mean mortgage pass-through certificates or other securities issued pursuant to a securitization of residential mortgage loans.

“ S&P ”: Standard and Poor’s Ratings Services, a division of The McGraw Hill Companies, Inc. or, if Standard & Poor’s Ratings Services is no longer issuing ratings, another nationally recognized rating agency reasonably acceptable to Buyer.

“ Sanction ” or “ Sanctions ”: Individually and collectively, any and all economic or financial sanctions, trade embargoes and anti-terrorism laws imposed, administered or enforced from time to time by: (a) the United States of America, including those administered by the U.S.

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Treasury Department’s Office of Foreign Assets Control (OFAC), the U.S. State Department, the U.S. Department of Commerce, or through any existing or future Executive Order, (b) the United Nations Security Council, (c) the European Union, (d) the United Kingdom, or (e) any other Governmental Authorities with jurisdiction over Seller or Guarantor or any of their Affiliates.

“ Sanctioned Target ”: Any Person, group, sector, territory, or country that is the target of any Sanctions, including without limitation any legal entity that is deemed to be the target of any Sanctions based upon the direct or indirect ownership or control of such entity by any other Sanctioned Target(s).

“ Second Extended Maturity Date ”: Defined in the Fee and Pricing Letter, which definition is incorporated herein by reference.

“ Second Extension Term ”: Defined in Section 3.07(a) .

“ Seller ”: Individually and collectively, as the context may require, Seller 2, SPT Seller and Seller 2‑A, and any other Person added hereto by joinder.

“ Seller 2 ”: Starwood Property Mortgage Sub‑2, L.L.C., a Delaware limited liability company, together with its successors and permitted assigns.

“ Seller 2‑A ”: Starwood Property Mortgage Sub‑2‑A, L.L.C., a Delaware limited liability company, together with its successors and permitted assigns.

“ Seller Party ”: Collectively, or individually, as the context may otherwise require, Seller, Guarantor or any Intermediate Starwood Entity, in its capacity as a party to an Interest Rate Protection Agreement with a Hedge Counterparty.

“ Senior Interest ”: (a) A senior or pari passu participation interest (for which the counterparty shall not be either Seller, Guarantor or any of their respective Affiliates) in a performing commercial real estate loan, or (b) an “A note” in an “A/B structure” in a performing commercial real estate loan; provided that, notwithstanding anything to the contrary contained herein, any senior participation interest or “A-note” as to which each of the related junior participation interests or junior notes, as applicable, are Purchased Assets hereunder shall not be “Senior Interests” for any purposes under this Agreement, the Fee and Pricing Letter or any of the other Repurchase Documents (and instead such junior interest(s) and senior interest(s) shall be collectively treated as a Whole Loan for all purposes hereunder and thereunder).

“ Senior Interest Documents ”: For any Senior Interest, the Senior Interest Note together with any co‑lender agreements, participation agreements and/or other intercreditor agreements or other documents governing or otherwise relating to such Senior Interest, and the Mortgage Loan Documents for the related Whole Loan, and including, without limitation, those documents which are required to be delivered to Custodian under the Custodial Agreement (which documents so required to be delivered to Custodian shall only be required to include, for the avoidance of doubt, copies of the Mortgage Loan Documents for the related Whole Loan).

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“ Senior Interest Note ”: (a) If the Senior Interest is evidenced by a promissory note, the related original Mortgage Note or (b) if the Senior Interest is a participation, the related original participation certificate.

“ Servicer ”: For each Purchased Asset, as determined in accordance with Article 17 , either (a) Wells Fargo Bank, National Association, or its designee or, (b) a servicer acceptable to Buyer, servicing such Purchased Asset under a Servicing Agreement.

“ Servicing Agreement ”: (i) That certain Second Amended and Restated Servicing Agreement, between and among Buyer, Sellers and Servicer, dated as of February 27, 2017 (the “ Revised Servicing Agreement ”), or (ii) any other servicing agreement entered into by Seller and a Servicer for the servicing of Purchased Assets, acceptable to Buyer.

“ Servicing Agreement Account ”: (a) The “Servicing Account” under the Servicing Agreement, which shall be a segregated interest bearing account established at the Deposit Account Bank, in the name of Seller, pledged to Buyer and subject to a Controlled Account Agreement or (b) any other account established by a Servicer in connection with the servicing of any Purchased Asset.

“ Servicing File ”: With respect to any Purchased Asset, the file retained and maintained by Seller and/or Servicer including the originals or copies of all Purchased Asset Documents and other documents and agreements relating to such Purchased Asset, including to the extent applicable all servicing agreements, files, documents, records, data bases, computer tapes, insurance policies and certificates, appraisals, other closing documentation, payment history and other records relating to or evidencing the servicing of such Purchased Asset, which file shall be held by Seller and/or Servicer for and on behalf of Buyer.

“ Servicing Rights ”: All right, title and interest of Seller, Guarantor or any Affiliate of Seller or Guarantor, or any other Person, in and to any and all of the following: (a) rights to service and/or sub‑service, and collect and make all decisions with respect to, the Purchased Assets and/or any related Whole Loans, (b) amounts received by Seller, Guarantor or any Affiliate of Seller or Guarantor, or any other Person, for servicing and/or sub‑servicing the Purchased Assets and/or any related Whole Loans, (c) late fees, penalties or similar payments with respect to the Purchased Assets and/or any related Whole Loans, (d) agreements and documents creating or evidencing any such rights to service and/or sub‑service the Purchased Assets (including, without limitation, all Servicing Agreements), together with all documents, files and records relating to the servicing and/or sub‑servicing of the Purchased Assets and/or any related Whole Loans, and rights of Seller, Guarantor or any Affiliate of Seller or Guarantor, or any other Person thereunder, (e) escrow, reserve and similar amounts with respect to the Purchased Assets and/or any related Whole Loans, (f) rights to appoint, designate and retain any other servicers, sub‑servicers, special servicers, agents, custodians, trustees and liquidators with respect to the Purchased Assets and/or any related Whole Loans, and (g) accounts and other rights to payment related to the Purchased Assets and/or any related Whole Loans.

“ Solvent ”: With respect to any Person at any time, having a state of affairs such that all of the following conditions are met at such time: (a) the fair value of the assets and property of such Person is greater than the amount of such Person’s liabilities (including

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disputed, contingent and unliquidated liabilities) as such value is established and liabilities evaluated for purposes of Section 101(32) of the Bankruptcy Code, (b) the present fair salable value of the assets and property of such Person in an orderly liquidation of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person is able to realize upon its assets and property and pay its debts and other liabilities (including disputed, contingent and unliquidated liabilities) as they mature in the normal course of business, (d) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature, and (e) such Person is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which such Person’s assets and property would constitute unreasonably small capital.

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

“ SPT Seller ”: SPT CA Fundings 2, LLC, a Delaware limited liability company, together with its successors and permitted assigns.

“ Structuring Fee ”: Defined in the Fee and Pricing Letter, which definition is incorporated herein by reference.

“ Subordinate Interest ”: Any Junior Interest, Mezzanine Loan or Mezzanine Participation Interest.

“ Subordinate Interest Pricing Margin ”: Defined in the Fee and Pricing Letter, which definition is incorporated herein by reference.

“ Sub‑Limit ”: Defined in the Fee and Pricing Letter, which definition is incorporated herein by reference.

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

“ Tangible Net Worth ”: With respect to any Person and any date, all amounts that would be included under capital or shareholder’s equity (or any like caption) on a balance sheet of such Person, minus (a) amounts owing to such Person from any Affiliate thereof, or from officers, employees, partners, members, directors, shareholders or other Persons similarly affiliated with such Person or any Affiliate thereof, (b) intangible assets (other than Interest Rate Protection Agreements to the extent related to any Purchased Asset and excluding mortgage loan

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servicing and/or special servicing rights of such Person and its consolidated Subsidiaries), and (c) prepaid taxes and/or expenses, all on or as of such date.

“ Taxes ”: All present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“ Test Period ”: The time period from the first day of each calendar quarter, through and including the last day of such calendar quarter.

“ Third Extended Maturity Date ”: Defined in the Fee and Pricing Letter, which definition is incorporated herein by reference.

“ Third Extension Term ”: Defined in Section 3.07(a) .

“ Total Assets ”: With respect to any Person on any date, (i) an amount equal to the aggregate book value of all assets owned by such Person and its Subsidiaries on a consolidated basis and the proportionate share of assets owned by non‑consolidated Subsidiaries of such Person, less (ii) (A) amounts owing to such Person or any of its Subsidiaries from any Affiliate thereof, or from officers, employees, partners, members, directors, shareholders or other Persons similarly affiliated with such Person or any Affiliate thereof, (B) intangible assets (other than Interest Rate Protection Agreements specifically related to the Purchased Assets and excluding mortgage loan servicing and/or special servicing rights of such Person and its consolidated Subsidiaries) and (C) prepaid taxes and expenses, all on or as of such date and determined in accordance with GAAP.

“ Total Indebtedness ”: With respect to any Person and any date, all amounts of Indebtedness, plus the proportionate share of all Indebtedness of all non-consolidated Affiliates of such Person, on or as of such date.

“ Trailing Future Funding Obligation ”: Defined in Section 3.10(d) .

“ Transaction ”: With respect to any Asset, the sale and transfer of such Asset from Seller to Buyer pursuant to the Repurchase Documents against the transfer of funds from Buyer to Seller representing the Purchase Price or any additional Purchase Price for such Asset, including, without limitation, Future Funding Transactions and Additional Purchase Advance Transactions.

“ Transaction Request ”: Defined in Section 3.01(a) .

“ Transferor ”: The seller of an Asset under a Purchase Agreement.

“ Type ”: With respect to a Mortgaged Property underlying any Purchased Asset, such Mortgaged Property’s classification as one of the following: retail, office, Multifamily Asset, industrial, Hotel Asset, student housing, medical office product, self-storage, health club, or any other property type approved by Buyer.

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“ UCC ”: The Uniform Commercial Code as in effect in the State of New York; provided , that, if, by reason of Requirements of Law, the perfection, effect on perfection or non-perfection or priority of the security interest in any Purchased Asset is governed by the Uniform Commercial Code as in effect in a jurisdiction other than New York, then “UCC” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such perfection or priority.

“ Underlying Obligor ”: Individually and collectively, as the context may require, (a) in the case of a Purchased Asset that is a Whole Loan, the Mortgagor and each obligor and guarantor under such Purchased Asset, including (i) any Person who has not signed the related Mortgage Note but owns an interest in the related Mortgaged Property, which interest has been encumbered to secure such Purchased Asset, and (ii) any other Person who has assumed or guaranteed the obligations of such Mortgagor under the Purchased Asset Documents relating to such Purchased Asset, (b) in the case of a Purchased Asset that is a Senior Interest or a Junior Interest, the Mortgagor and each obligor and any other Person who has assumed or guaranteed the related Whole Loan, and (c) in the case of any Purchased Asset that is a Mezzanine Loan or a Mezzanine Participation Interest, (i) all underlying obligors with respect to the related Whole Loan or Mezzanine Participation Interest, as applicable, and the owner of the related Mortgaged Property, (ii) the borrower under the related Mezzanine Loan, and (iii) any other Person who has assumed or guaranteed the obligation of such Mezzanine Loan borrower.

“ Underwriting Package ”: With respect an Asset, the internal document or credit committee memorandum of Seller (redacted to protect confidential information) setting forth all material information relating to such Asset which is known by Seller, prepared by Seller for its evaluation of such Asset, to include at a minimum all the information required to be set forth in the relevant Confirmation. In addition, the Underwriting Package shall include all of the following, to the extent applicable and available:

(a) copies of all Purchased Asset Documents ( provided that, in the case of a Wet Mortgage Asset, the Underwriting Package delivered in connection with a Transaction Request under Section 3.01(a) shall provide PDF copies of all such Purchased Asset Documents to the extent available at such time, including substantially final drafts of any documents that will constitute Purchased Asset Documents upon their execution, together with a pledge by Seller to forward final, signed Purchased Asset Documents within five (5) Business Days of the related Purchase Date);

(b) all documents, instruments and agreement received in respect of the closing of an acquisition or origination of an Asset, including, to the extent received (i) an Appraisal, (ii) the current occupancy report, tenant stack and rent roll, (iii) at least two (2) years of property‑level financial statements, (iv) the current financial statement of the Underlying Obligor, (v) the mortgage asset file described in the Custodial Agreement, (vi) third‑party reports and agreed‑upon procedures, letters and reports (whether drafts or final forms), site inspection reports, market studies and other due diligence materials prepared by or on behalf of or delivered to Seller, (vii) aging of accounts receivable and accounts payable, (viii) such further documents or information as Buyer may request, provided same are either in Seller’s possession or are reasonably obtainable by Seller, (ix) any and all agreements, documents, reports, or other information concerning the

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Asset (including, without limitation, all of the related Purchased Asset Documents) received or obtained in connection with the origination of the Asset, and (x) any other material documents or reports concerning the Asset prepared or executed by Seller or Guarantor, but only to the extent such documents are not email correspondence, do not represent internal analysis or would otherwise not be subject to attorney-client privilege; and

(c) if the related Asset was acquired by Seller from a third party, all documents, instruments and agreements received in respect of the closing of the acquisition transaction under the related Purchase Agreement.

“ Undrawn Borrowing Capacity ”: With respect to any Person as of any date, the total undrawn borrowing capacity available to such Person and its direct or indirect Subsidiaries under any repurchase and credit facilities and similar agreements to which they are a party as of such date, but (i) with respect to any such repurchase or credit facility or similar agreement that is a secured facility, solely to the extent that collateral has been approved by and pledged to the related buyer or lender under such facility, and (ii) with respect to any such credit facility or similar agreement that is an unsecured facility, solely to the extent that such undrawn borrowing capacity is committed by the related lender.

“ U.S. Person ”: Any Person that is a “United States person” as defined in Section 7701(a)(30) of the Code.

“ U.S. Tax Compliance Certificate ”: Defined in Section 12.06(e) .

“ VCOC ”: A “venture capital operating company” within the meaning of Section 2510.3‑101(d) of the Plan Asset Regulations.

“ Waterfall Account ”: A segregated non-interest-bearing account established at Deposit Account Bank, in the name of Seller, pledged to Buyer and subject to a Controlled Account Agreement.

“ Wet Funding ”: A Transaction for which Seller has delivered to Buyer a Transaction Request pursuant to Section 3.01(g) .

“ Wet Mortgage Asset ”: An Eligible Asset for which (i) the scheduled funding date is the proposed Purchase Date set forth in the Transaction Request, (ii) Seller has delivered a Transaction Request pursuant to Section 3.01(g) hereof, and (iii) a complete Mortgage Asset File has not been delivered to Custodian prior to the related Purchase Date.

“ Whole Loan ”: A performing commercial real estate whole loan made to the related Underlying Obligor and secured primarily by a perfected, first priority Lien in the related underlying Mortgaged Property, including, without limitation (A) with respect to any Senior Interest or Junior Interest, the Whole Loan in which Seller owns a Senior Interest or a Junior Interest, and (B) with respect to any Mezzanine Loan, the Whole Loan made to the Mortgagor or Affiliate of such Mortgagor whose Equity Interests, directly or indirectly, secure such Mezzanine Loan.

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Section 2.02 Rules of Interpretation . Headings are for convenience only and do not affect interpretation. The following rules of this Section 2.02 apply unless the context requires otherwise. The singular includes the plural and conversely. A gender includes all genders. Where a word or phrase is defined, its other grammatical forms have a corresponding meaning. A reference to an Article, Section, Subsection, Paragraph, Subparagraph, Clause, Annex, Schedule, Appendix, Attachment, Rider or Exhibit is, unless otherwise specified, a reference to an Article, Section, Subsection, Paragraph, Subparagraph or Clause of, or Annex, Schedule, Appendix, Attachment, Rider or Exhibit to, this Agreement, all of which are hereby incorporated herein by this reference and made a part hereof. A reference to a party to this Agreement or another agreement or document includes the party’s successors, substitutes or assigns, permitted by the Repurchase Documents. A reference to an agreement or document is to the agreement or document as amended, restated, modified, novated, supplemented or replaced, except to the extent prohibited by any Repurchase Document. A reference to legislation or to a provision of legislation includes a modification, codification, replacement, amendment or reenactment of it, a legislative provision substituted for it and a rule, regulation or statutory instrument issued under it. A reference to writing includes a facsimile or electronic transmission and any means of reproducing words in a tangible and permanently visible form. A reference to conduct includes an omission, statement or undertaking, whether or not in writing. A Default or Event of Default exists until it has been cured or waived in writing by Buyer. The words “hereof,” “herein,” “hereunder” and similar words refer to this Agreement as a whole and not to any particular provision of this Agreement, unless the context clearly requires or the language provides otherwise. The word “including” is not limiting and means “including without limitation.” The word “any” is not limiting and means “any and all” unless the context clearly requires or the language provides otherwise. In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” and the word “through” means “to and including.” The words “will” and “shall” have the same meaning and effect. A reference to day or days without further qualification means calendar days. A reference to any time means New York time. This Agreement may use several different limitations, tests or measurements to regulate the same or similar matters. All such limitations, tests and measurements are cumulative and shall each be performed in accordance with their respective terms. Unless the context otherwise clearly requires, all accounting terms not expressly defined herein shall be construed in accordance with GAAP, and all accounting determinations, financial computations and financial statements required hereunder shall be made in accordance with GAAP, without duplication of amounts, and on a consolidated basis with all Subsidiaries. All terms used in Articles 8 and 9 of the UCC, and used but not specifically defined herein, are used herein as defined in such Articles 8 and 9. A reference to “fiscal year” and “fiscal quarter” means the fiscal periods of the applicable Person referenced therein. A reference to an agreement includes a security interest, guarantee, agreement or legally enforceable arrangement whether or not in writing. A reference to a document includes an agreement (as so defined) in writing or a certificate, notice, instrument or document, or any information recorded in electronic format. Whenever a Person is required to provide any document to Buyer under the Repurchase Documents, the relevant document shall be provided in writing (including, except for Mortgage Notes, Senior Interest Notes, and any other document required to be in an original form in order to preserve, record, grant or perfect Buyer’s interest therein, in the form of a PDF document attached to an e‑mail message) or printed form unless Buyer requests otherwise. At the request

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

ARTICLE 3

THE TRANSACTIONS

Section 3.01 Procedures .

(a) From time to time prior to the expiration of the applicable Funding Period but not more frequently than twice per calendar week and with no less than three (3) Business Days prior written notice to Buyer, Seller may request Buyer to enter into a proposed Transaction by sending Buyer a notice substantially in the form of Exhibit A (“ Transaction Request ”) (i) describing the Transaction and each proposed Asset and any related Mortgaged Property and other security therefor in reasonable detail, (ii) transmitting a complete Underwriting Package (or whatever portion thereof is then currently available to Seller) for each proposed Asset, (iii) specifying which (if any) of the representations and warranties of Seller set forth in this Agreement (including in Schedule 1(a) , 1(b) , 1(c) or 1(d) applicable to the Class of such Asset) Seller will be unable to make with respect to such Asset, (iv) indicating whether or not Seller proposes to treat such Asset as a CMBS Purchased Asset, and (v) indicating the amount of all unfunded future funding obligations. Within five (5) Business Days after the receipt by Buyer of a Transaction Request, Buyer shall indicate to Seller its preliminary approval or disapproval of the proposed Asset. Seller shall promptly deliver to Buyer any supplemental materials requested at any time by Buyer, provided the same are either in Seller’s possession or are reasonably obtainable by Seller. Buyer shall conduct such review of the Underwriting Package and each such Asset as Buyer determines appropriate. Buyer shall determine whether or not it is willing to purchase any or all of the proposed Assets, and if so, on what terms and conditions. It is expressly agreed and acknowledged that Buyer is entering into the Transactions on the basis of all such representations and warranties and on the completeness and accuracy of the information contained in the applicable Underwriting Package, and any incompleteness or

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inaccuracies in the related Underwriting Package will only be acceptable to Buyer if disclosed in writing to Buyer by Seller in advance of the related Purchase Date, and then only if Buyer opts to purchase the related Purchased Asset from Seller notwithstanding such incompleteness and inaccuracies. In the event of a Representation Breach, Seller shall immediately repurchase the related Asset or Assets in accordance with Section 3.04 .

(b) If Buyer communicates to Seller a final non-binding determination that it is willing to purchase any or all of such Assets, which non-binding determination shall include the principal terms for the proposed Transaction, Seller shall deliver to Buyer an executed preliminary Confirmation for such Transaction, describing each such Asset and its proposed Purchase Date, Market Value, Applicable Percentage, Purchase Price, whether such Asset is a Future Funding Asset and, if so, the amount of the future funding obligations, and such other terms and conditions as Buyer may require, and indicating whether or not Seller proposes to treat such Asset as a CMBS Purchased Asset. If Buyer requires changes to the preliminary Confirmation, Seller shall make such changes and re execute the preliminary Confirmation. If Buyer determines to enter into the Transaction on the terms described in the preliminary Confirmation, Buyer shall promptly execute and return the same to Seller, which shall thereupon become effective as the Confirmation of the Transaction. Buyer’s approval of the purchase of an Asset on such terms and conditions as Buyer may require shall be evidenced only by its execution and delivery of the related Confirmation. For the avoidance of doubt, Buyer shall not (i) be bound by any preliminary or final non-binding determination referred to above, (ii) be deemed to have approved the purchase of an Asset by virtue of the approval or entering into by Buyer of a rate lock agreement, Interest Rate Protection Agreement, total return swap or any other agreement with respect to such Asset, or (iii) be obligated to purchase an Asset notwithstanding a Confirmation executed by the Parties unless and until all applicable conditions precedent in Article 6 have been satisfied or waived by Buyer.

(c) Buyer shall communicate to Seller a final determination of whether or not it is willing to purchase each proposed Purchased Asset, and if so, on what terms and conditions, within ten (10) Business Days from the date of the delivery of the related Transaction Request to Buyer. If Buyer has not communicated such final determination to Seller by such date, Buyer shall automatically and without further action be deemed to have determined not to purchase the related proposed Purchased Asset.

(d) Each Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction covered thereby, and shall be construed to be cumulative to the extent possible. If terms in a Confirmation are inconsistent with terms in this Agreement with respect to a particular Transaction, the Confirmation shall prevail. Whenever the Applicable Percentage or any other term of a Transaction (other than the Pricing Rate, Market Value and outstanding Purchase Price) with respect to an Asset is revised or adjusted in accordance with this Agreement, an amended and restated Confirmation reflecting such revision or adjustment and that is otherwise acceptable to the Parties shall be prepared by Seller and executed by the Parties.

(e) The fact that Buyer has conducted or has failed to conduct any partial or complete examination or any other due diligence review of any Asset or Purchased Asset shall in no way affect any rights Buyer may have under the Repurchase Documents or otherwise with

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respect to any representations or warranties or other rights or remedies thereunder or otherwise, including the right to determine at any time that such Asset or Purchased Asset is not an Eligible Asset, if such Asset or Purchased Asset does not meet the requirements therefor, as set forth in the definition of “ Eligible Asset ”.

(f) No Transaction shall be entered into if (i) any Margin Deficit, Default or Event of Default exists or would exist as a result of such Transaction, (ii) the Repurchase Date for the Purchased Asset subject to such Transaction would be later than (A) for all Purchased Assets other than CMBS Purchased Assets, the Maturity Date (but, if the original Maturity Date is extended pursuant to Section 3.07(a) , in no event beyond the last day of the First Extension Term), and (B) for all CMBS Purchased Assets, the CMBS Purchased Asset Maturity Date, (iii) after giving effect to such Transaction, the aggregate outstanding Purchase Price of all Purchased Assets subject to Transactions then outstanding would exceed the Maximum Amount, (iv) a material adverse change with respect to the related proposed Purchased Asset, Seller and/or Guarantor has occurred, (v) any proposed Purchased Asset does not qualify as an Eligible Asset, (vi) Seller has not provided Buyer with all of the necessary or requested due diligence materials to allow Buyer to determine whether or not a proposed Purchased Asset qualifies as an Eligible Asset or (vii) the Funding Period applicable to the Purchased Asset has expired; provided , that (A) after the last day of the Funding Period, Future Funding Transactions may be entered into to the limited extent set forth in Section 3.10(d) , and (B) after the last day of the Second Extension Term, certain Purchased Assets may be considered Extended Term Purchased Assets as provided in Section 3.01(i) .

(g) In addition to the foregoing provisions of this Section 3.01 , solely with respect to any Wet Mortgage Asset, a copy of the related Transaction Request shall be delivered by Seller to Bailee no later than 10:00 a.m. (New York City time) one (1) Business Day prior to the requested Purchase Date, to be held in escrow by Bailee on behalf of Buyer pending finalization of the Transaction.

(h) Notwithstanding any of the foregoing provisions of this Section 3.01 or any contrary provisions set forth in the Custodial Agreement, solely with respect to any Wet Mortgage Asset:

(i) by 10:00 a.m. (New York City time) on the related Purchase Date, Seller or Bailee shall deliver signed .pdf copies of the Purchased Asset Documents to Custodian via electronic mail, and Seller shall deliver the appropriate written third-party wire transfer instructions to Buyer;

(ii) not later than 10:00 a.m. (New York City time) on the related Purchase Date, (A) Bailee shall deliver an executed .pdf copy of the Bailee Agreement to Seller, Buyer and Custodian by electronic mail and (B) if Buyer has previously received the trust receipt in accordance with Section 3.01(b) of the Custodial Agreement, determined that all other applicable conditions in this Agreement, including without limitation those set forth in Section 6.02 hereof, have been satisfied, and otherwise has agreed to purchase the related Wet Mortgage Asset, Buyer shall (I) execute and deliver a .pdf copy of the related Confirmation to Seller and Bailee via electronic mail and (II) wire funds in the

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amount of the related Purchase Price for the related Wet Mortgage Asset in accordance with the wire transfer instructions that were previously delivered to Buyer by Seller; and

(iii) within three (3) Business Days after the applicable Purchase Date with respect to any Wet Mortgage Asset, Seller shall deliver, or cause to be delivered (A) to Custodian, the complete original Mortgage Asset File with respect to such Wet Mortgage Asset, pursuant to and in accordance with the terms of the Custodial Agreement, and (B) to Buyer, the complete original Underwriting Package with respect to the related Wet Mortgage Assets purchased by Buyer.

Section 3.02 Transfer of Purchased Assets; Servicing Rights . On the Purchase Date for each Purchased Asset, and subject to the satisfaction of all applicable conditions precedent in Article 6 , (a) ownership of and title to such Purchased Asset shall be transferred to and vest in Buyer or its designee against the simultaneous transfer of the Purchase Price to the account of Seller specified in Annex 1 (or if not specified therein, in the related Confirmation or as directed by Seller), and (b) Seller hereby sells, transfers, conveys and assigns to Buyer on a servicing‑released basis all of Seller’s right, title and interest (except with respect to any Retained Interests) in and to such Purchased Asset, together with all related Servicing Rights. Subject to this Agreement, until the applicable Maturity Date, Seller may sell to Buyer, repurchase from Buyer and re-sell Eligible Assets to Buyer, but may not substitute other Eligible Assets for Purchased Assets. Buyer has the right to designate the servicer and sub-servicer of the Purchased Assets, and the Servicing Rights and other servicing provisions under this Agreement are not severable from or to be separated from the Purchased Assets under this Agreement, and such Servicing Rights and other servicing provisions of this Agreement constitute (a) “related terms” under this Agreement within the meaning of Section 101(47)(A)(i) of the Bankruptcy Code and/or (b) a security agreement or other arrangement or other credit enhancement related to the Repurchase Documents. To the extent any additional limited liability company is formed by a Division of Seller (and without prejudice to Sections 8.01 , 8.03 and 9.01 hereof), Seller shall cause each such Division LLC to sell, transfer, convey and assign to Buyer on a servicing released basis and for no additional consideration all of each such Division LLC’s right, title and interest in and to each Purchased Asset, together with all related Servicing Rights in the same manner and to the same extent as the sale, transfer, conveyance and assignment by Seller on each related Purchase Date of all of Seller’s right, title and interest in and to each Purchased Asset, together with all related Servicing Rights.

Section 3.03 Maximum Amount . The aggregate outstanding Purchase Price for all Purchased Assets as of any date of determination shall not exceed the Maximum Amount. If the aggregate outstanding Purchase Price of the Purchased Assets as of any date of determination exceeds the Maximum Amount, Seller shall immediately pay to Buyer an amount necessary to reduce such aggregate outstanding Purchase Price to an amount equal to or less than the Maximum Amount.

Section 3.04 Early Repurchases; Mandatory Repurchases; Partial Prepayments .

(a) The terms and provisions governing early repurchases and mandatory repurchases under Section 3.04(a) are set forth in the Fee and Pricing Letter, and are hereby incorporated by reference.

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(b) In addition to other rights and remedies of Buyer under any Repurchase Document, Seller shall, in accordance with the procedures set forth in this Section 3.04 and Section 3.05 , repurchase (a) any Purchased Asset that no longer qualifies as an Eligible Asset, as determined by Buyer, within three (3) Business Days of the receipt by Seller of a related repurchase notice from Buyer, and (b) any Mezzanine Loan or Mezzanine Participation Interest, within three (3) Business Days after the receipt by Seller of written notice from Buyer that the related Whole Loan is no longer a Purchased Asset.

(c) Notwithstanding the foregoing and any other provision to the contrary contained elsewhere in any Repurchase Document, Seller cannot repurchase a Purchased Asset in connection with a full payoff of the underlying Whole Loan by the Underlying Obligor, unless (i) at any time during the existence of an uncured Default or Event of Default, 100% of the net proceeds due in respect of the related Purchased Asset in connection with the relevant payoff in question are paid directly to Buyer, (ii) at any time following the First Extended Maturity Date and prior to the Second Extended Maturity Date, if the Funding Period has expired, 110% of the Repurchase Price of the related Purchased Asset in connection with the relevant payoff in question is paid directly to Buyer and (iii) at any time following the Second Extended Maturity Date and prior to the Third Extended Maturity Date, 125% of the Repurchase Price of the related Purchased Asset in connection with the relevant payoff in question is paid directly to Buyer. In each case, the portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset that is required to be paid to Buyer pursuant to clauses (i) through (iii) above, as applicable, will be applied by Buyer to reduce any other amounts due and payable to Buyer under this Agreement, and then to reduce the Repurchase Prices of the other Purchased Assets in such order and in such amounts as Buyer shall determine and, subject to Section 5.03 , any remaining net proceeds not required to be paid to Buyer shall be remitted to Seller.

Section 3.05 Repurchase . On the Repurchase Date for each Purchased Asset, Seller shall transfer to Buyer the Repurchase Price for such Purchased Asset as of the Repurchase Date, and the related Seller Party shall pay all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement and, so long as no Event of Default has occurred and is continuing, Buyer shall transfer to Seller such Purchased Asset, whereupon such Transaction with respect to such Purchased Asset shall terminate; provided , however , that, with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (under the related Purchased Asset Documents) for such Purchased Asset by reason of clause (d) of the definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date; provided , further , that Buyer shall have no obligation to transfer to Seller, or release any interest in, such Purchased Asset until Buyer’s receipt of payment in full of the Repurchase Price therefor. So long as no Event of Default has occurred and is continuing, upon receipt by Buyer of the Repurchase Price and all other amounts due and owing to Buyer and its Affiliates under this Agreement and each other Repurchase Document as of such Repurchase Date, Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset, shall authorize Custodian (in accordance with the terms of the Custodial Agreement) to release to Seller the Purchased Asset Documents for such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s security interest therein. Any such transfer or

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release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens created by Buyer. Any Income with respect to such Purchased Asset received by Buyer or Deposit Account Bank after payment of the Repurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, (A) on or before the CMBS Purchased Asset Maturity Date, Seller shall repurchase all CMBS Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other related outstanding Repurchase Obligations, and (B) on or before the Maturity Date, Seller shall repurchase all remaining Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations.

Section 3.06 Payment of Price Differential and Fees .

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

(b) Seller shall pay to Buyer all fees and other amounts as and when due as set forth in this Agreement including, without limitation:

(i) the Non‑Utilization Fee, which shall be due and payable in arrears on the Closing Date and, thereafter, on each anniversary of the Closing Date; provided that no Non-Utilization Fee shall accrue at any time after the expiration of the Funding Period and provided further that, with respect to any Non-Utilization Fee that becomes due and payable to Buyer by Seller, Buyer shall deliver to Seller a notice (which may be sent via facsimile or e-mail), setting forth (A) the amount due and (B) the calculations upon which such Non-Utilization Fee is based.

(ii) the Exit Fee, which will be due and payable in accordance with the provisions of Section 4 of the Fee and Pricing Letter (as amended hereby);

(iii) the Structuring Fee, which shall be due and payable on the Closing Date; and

(iv) the Extension Fee, which shall be payable on the date of the exercise by Seller of each Non‑CMBS Extension Option.

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Section 3.07 Extension of the Maturity Date .

(a) Seller shall have the options (each, an “ Extension Option ”) to (x) extend the Initial Maturity Date for an additional period of one year to the First Extended Maturity Date (the period of such first extension, the “ First Extension Term ”), (y) if the Initial Maturity Date has been so extended, to extend the First Extended Maturity Date for an additional consecutive period of one year to the Second Extended Maturity Date (the period of such second extension, the “ Second Extension Term ”), and (z) if the First Extended Maturity Date has been so extended, to extend the Second Extended Maturity Date for an additional consecutive period of one year to the Third Extended Maturity Date (the period of such third extension, the “ Third Extension Term ”; together with the First Extension Term and the Second Extension Term, collectively, the “ Extension Terms ”). Each Extension Option, if Seller elects to request same, shall be exercised by delivery to Buyer from Seller of written notice requesting an extension of the Initial Maturity Date, First Extended Maturity Date or Second Extended Maturity Date, as applicable, no earlier than sixty (60) days and no later than thirty (30) days prior to the Initial Maturity Date, First Extended Maturity Date or Second Extended Maturity Date, as the case may be. Following the receipt of notice in the manner set forth herein, Buyer shall grant each Extension Option subject to the requirement that, as of the Initial Maturity Date, First Extended Maturity Date or Second Extended Maturity Date, as applicable, each of the following conditions (collectively, the “ Extension Conditions ”) are satisfied, as determined by Buyer: (i) no Default or Event of Default has occurred and is continuing, (ii) no Margin Deficit is outstanding, (iii) Seller is in compliance with the Debt Yield Test, (iv) all Purchased Assets qualify as Eligible Assets (or, if any Purchased Asset is not an Eligible Asset, Seller has repurchased such Purchased Asset no later than the earlier of (x) the then‑current Maturity Date, or (y) three (3) business days after the delivery of notice thereof from Buyer, provided that the failure of Buyer to deliver such written notice shall not be construed as a waiver of Buyer’s right to require Seller to satisfy all of the Extension Conditions), (v) if requested by Buyer, Seller shall have delivered to Buyer a new or updated Beneficial Ownership Certification, as applicable, in relation to Seller to the extent that Seller qualifies as a “legal entity customer” under the Beneficial Ownership Regulation and (vi) Seller has paid to Buyer the applicable Extension Fee; provided that, with respect to the Extension Condition set forth in clause (i), if a Default (but no Event of Default) has occurred and is continuing as of the Initial Maturity Date, First Extended Maturity Date or Second Maturity Date, as the case may be, then the Initial Maturity Date, First Extended Maturity Date or Second Maturity Date, as applicable, shall be extended on an interim basis until the earlier of (x) the date such Default is cured to Buyer’s satisfaction (whereupon the applicable Extension Option shall be immediately effective and the then current Maturity Date shall be extended for the applicable Extension Term) or (y) the date that the applicable cure period for such Default expires and such Default has not been cured to Buyer’s satisfaction (in which case such Extension Option shall not be effective and the Maturity Date shall be deemed to immediately occur). For the avoidance of doubt, the exercise of the Second Extension Term shall not effect, or be deemed to effect, an extension of the Funding Period solely as a result of such exercise of the Second Extension Option and the Funding Period shall only be extended for such Second Extension Term if and to the extent Buyer agrees to such extension of the Funding Period in its sole discretion.

(b) Seller shall have the option to extend the CMBS Purchased Asset Maturity Date for an additional period of one year by delivery to Buyer from Seller of written notice

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requesting an extension of the CMBS Purchased Asset Maturity Date no earlier than sixty (60) days and no later than thirty (30) days prior to the CMBS Purchased Asset Maturity Date, accompanied by a certification by a Responsible Officer of Seller that all of the Extension Conditions are satisfied or, if any of the Extension Conditions are not satisfied as of the date of such written notice, an explanation of how Seller proposes to comply with each such Extension Condition as of the CMBS Purchased Asset Maturity Date. Following the receipt of notice in the manner set forth herein, Buyer shall grant the applicable Extension Option, subject to the requirement that, as of the CMBS Purchased Asset Maturity Date, each of the Extension Conditions, other than payment of the Extension Fee, are satisfied, as determined by Buyer; provided that, with respect to the Extension Condition set forth in clause (i) of such definition, if a Default (but no Event of Default) has occurred and is continuing as of the CMBS Purchased Asset Maturity Date, then the CMBS Purchased Asset Maturity Date shall be extended on an interim basis until the earlier of (x) the date such Default is cured to Buyer’s satisfaction (in which case such extension shall be deemed to have been granted) or (y) the date that the applicable cure period for such Default expires and such Default has not been cured to Buyer’s satisfaction (in which case such extension shall be deemed to have been denied and the CMBS Purchased Asset Maturity Date shall be deemed to immediately occur).

(c) Notwithstanding any provision to the contrary set forth elsewhere in this Agreement, except for Future Funding Transactions that may be entered into by Buyer and Seller in connection with Trailing Future Funding Obligations in accordance with Section 3.10(d) hereof, no additional Transactions shall be entered into after the expiration of the Funding Period.

(d) The terms and provisions governing further extensions of the Maturity Date under Section 3.07(d) are set forth in the Fee and Pricing Letter, and are hereby incorporated by reference.

Section 3.08 Payment, Transfer and Custody .

(a) Unless otherwise expressly provided herein, all amounts required to be paid or deposited by Seller hereunder shall be paid or deposited in accordance with the terms hereof no later than 3:00 p.m. on the day when due, in immediately available Dollars and without deduction, set-off or counterclaim, and if not received before such time shall be deemed to be received on the next Business Day. Whenever any payment under the Repurchase Documents shall be stated to be due on a day other than a Business Day, such payment shall be made on the next following Business Day, and such extension of time shall in such case be included in the computation of such payment. If Seller fails to pay all or part of any Repurchase Price amount by 5:00 p.m., New York City time on any date when due, Buyer may require Seller to pay (in addition to, and together with, such past-due Repurchase Price) a late fee equal to one percent (1%) of the total amount of the late payment, plus interest on such past due Repurchase Price as provided in Section 18.16 , until any such past due Repurchase Price is received in full by Buyer. Amounts payable to Buyer and not otherwise required to be deposited into the Waterfall Account shall be deposited into an account of Buyer. Seller shall have no rights in, rights of withdrawal from, or rights to give notices or instructions regarding Buyer’s account or the Waterfall Account or any Servicing Agreement Account. Amounts in the Servicing Agreement Account established and maintained in connection with the Servicing Agreement may be invested at the direction and

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in the discretion of Buyer in cash equivalents before they are distributed in accordance with Article 5 .

(b) Any Purchased Asset Documents not delivered to Buyer or Custodian on the relevant Purchase Date and subsequently received or held by or on behalf of Seller are and shall be held in trust by Seller or its agent for the benefit of Buyer as the owner thereof until so delivered to Buyer or Custodian. Seller or its agent shall maintain a copy of such Purchased Asset Documents and the originals of the Purchased Asset Documents not delivered to Buyer or Custodian. The possession of Purchased Asset Documents by Seller or its agent is in a custodial capacity only at the will of Buyer for the sole purpose of assisting Servicer with its duties under the Servicing Agreement or any other applicable Servicing Agreement. Each Purchased Asset Document retained or held by Seller or its agent shall be segregated on Seller’s books and records from the other assets of Seller or its agent, and the books and records of Seller or its agent shall be marked to reflect clearly the sale of the related Purchased Asset to Buyer on a servicing‑released basis. Seller or its agent shall release its custody of the Purchased Asset Documents only in accordance with written instructions from Buyer, unless such release is required as incidental to the servicing of the Purchased Assets by Servicer or is in connection with a repurchase of any Purchased Asset by Seller, in each case in accordance with the Custodial Agreement.

Section 3.09 Repurchase Obligations Absolute . All amounts payable by Seller under the Repurchase Documents shall be paid without notice (except as expressly required in the Repurchase Documents), demand, counterclaim, set‑off, deduction or defense (as to any Person and for any reason whatsoever) and without abatement, suspension, deferment, diminution or reduction (as to any Person and for any reason whatsoever), and the Repurchase Obligations shall not be released, discharged or otherwise affected, except as expressly provided herein, by reason of: (a) any damage to, destruction of, taking of, restriction or prevention of the use of, interference with the use of, title defect in, encumbrance on or eviction from, any Purchased Asset, the Pledged Collateral or related Mortgaged Property, (b) any Insolvency Proceeding relating to Seller, any Underlying Obligor or any other loan participant under a Senior Interest or a Junior Interest, or any action taken with respect to any Repurchase Document, Purchased Asset Document by any trustee or receiver of Seller, any Underlying Obligor or any other loan participant under a Senior Interest or a Junior Interest, or by any court in any such proceeding, (c) any claim that Seller has or might have against Buyer under any Repurchase Document or otherwise, (d) any default or failure on the part of Buyer to perform or comply with any Repurchase Document or other agreement with Seller, (e) the invalidity or unenforceability of any Purchased Asset, Repurchase Document or Purchased Asset Document, or (f) any other occurrence whatsoever, whether or not similar to any of the foregoing, and whether or not Seller has notice or Knowledge of any of the foregoing. The Repurchase Obligations shall be (i) full recourse to Seller and (ii) limited recourse to Guarantor to the extent of, and subject to the specified full-recourse provisions set forth in, the Guarantee Agreement. This Section 3.09 shall survive the termination of the Repurchase Documents and the payment in full of the Repurchase Obligations.

Section 3.10 Future Funding Transactions . Buyer’s agreement to enter into any Future Funding Transaction is subject to the satisfaction of the following conditions precedent,

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both immediately prior to entering into such Future Funding Transaction and also after giving effect to the consummation thereof:

(a) Prior to the Maturity Date (as may be extended pursuant to Section 3.07(a) ) or the CMBS Purchased Asset Maturity Date (without giving effect to any extension pursuant to Section 3.07(b) ), Seller may request that Buyer enter into a Future Funding Transaction, by delivering either (i) a signed, written confirmation substantially in the form of Exhibit J attached hereto prior to the related Future Funding Date (each, a “ Future Funding Confirmation ”), signed by a Responsible Officer of Seller or (ii) an amended and restated Confirmation. Each Future Funding Confirmation or amended and restated Confirmation, as applicable, shall (i) identify the related Purchased Asset, (ii) specify the amount of the related future advance made or to be made by Seller to the Underlying Obligor and the requested Future Funding Amount, (iii) specify the Future Funding Date, (iv) specify the Book Value of the Purchased Asset before and after giving effect to the related future advance, (v) specify the Purchase Price of the Purchased Asset before and after giving effect to the requested Future Funding Amount and (vi) be executed by both Buyer (upon Buyer’s approval of such Future Funding Transaction) and Seller; provided , however , that Buyer shall not be liable to Seller if it inadvertently acts on a Future Funding Confirmation or amended and restated Confirmation, as applicable, that has not been signed by a Responsible Officer of Seller. Each Future Funding Confirmation or amended and restated Confirmation, as applicable, together with this Agreement, shall be conclusive evidence of the terms of the Future Funding Transaction covered thereby. If terms in a Future Funding Confirmation or amended and restated Confirmation, as applicable, are inconsistent with terms in this Agreement with respect to a particular Future Funding Transaction, the terms of such Future Funding Confirmation or amended and restated Confirmation, as applicable, shall prevail. Notwithstanding any provision to the contrary in this Agreement, either expressed or implied, all future funding obligations set forth in any Purchased Asset Document are and shall at all times remain solely the obligations of Seller.

(b) For each proposed Future Funding Transaction, no less than seven (7) Business Days prior to the proposed Future Funding Date, Seller shall deliver to Buyer a Future Funding Request Package. Buyer shall have the right to review the Future Funding Request Package and to update Buyer’s original due diligence and to conduct additional due diligence with respect to the applicable Purchased Asset/or the related Whole Loan, Senior Interest, Mezzanine Loan and/or Junior Interest as Buyer determines. Prior to the approval of each proposed Future Funding Transaction by Buyer, Buyer shall have determined, in its sole and absolute discretion, that both at the time of such request and as of the Future Funding Date, (i) the related Purchased Asset is not a Defaulted Asset, (ii) if the related Purchased Asset is a Legacy Purchased Asset or a CMBS Purchased Asset, the related Purchased Asset has a Debt Yield that is equal to or greater than the applicable Debt Yield Purchase Threshold, (iii) Seller is in compliance with the Debt Yield Test, (iv) the conditions precedent for a Transaction set forth in sub-paragraphs (b), (e), (f), (g) and (i) of Section 6.02 have been met by Seller, and (v) all related conditions precedent set forth in the related Purchased Asset Documents have been satisfied.

(c) Upon the approval by Buyer of a particular Future Funding Transaction, Buyer shall deliver to Seller a signed copy of the related Future Funding Confirmation or amended and restated Confirmation, as applicable, described in clause (i) above, on or before the

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related Future Funding Date. On the related Future Funding Date, which shall occur no later than three (3) Business Days after the final approval of the Future Funding Transaction by Buyer (a) if Seller has not remitted to the applicable Underlying Obligor the applicable future advance amount due in connection with the related Future Funding Transaction pursuant to the Purchased Asset Documents on or prior to the Future Funding Date: (i) if an escrow agreement has been established in connection with such Future Funding Transaction, Buyer shall remit the related Future Funding Amount to the related escrow account, (ii) if the terms of the Purchased Asset Documents provide for a reserve account in connection with future advances, Buyer shall remit the related Future Funding Amount to the applicable reserve account, or (iii) otherwise, Buyer shall remit the related Future Funding Amount directly to the related Underlying Obligor; or (b) if Seller has provided Buyer with evidence satisfactory to it that Seller has remitted to the applicable Underlying Obligor the full amount due in connection with the related Future Funding Transaction on or prior to the Future Funding Date, Buyer shall remit such Future Funding Amount directly to Seller.

(d) If Seller applies to extend the Maturity Date to the Second Extension Termination Date or Third Extension Termination Date in accordance with Section 3.07(a) within the time period permitted thereunder, Seller shall, in each case, submit to Buyer a list of all Purchased Assets with unfunded future funding obligations and provide such other related information as requested by Buyer. Buyer shall have the option to approve or reject any or all of the items on Seller’s list, as determined in its discretion on or before the first day of the Second Extension Term or the Third Extension Term, as applicable. All of the approved items, if any, on Seller’s list shall, immediately thereafter, be incorporated by reference into this Agreement as Schedule 3 hereto and thereafter, each such approved item shall be referred to as a “ Trailing Future Funding Obligation ”. During the Second Extension Term and Third Extension Term, Seller shall be permitted to request Future Funding Transactions that constitute Trailing Future Funding Obligations, so long as each such unfunded Future Funding Transaction satisfies all of the terms, conditions and requirements set forth in Section 3.10(b) other than the requirement that the Funding Period has not expired, so long as each such Future Funding Transaction is entered into prior to the last day of the Second Extension Term or Third Extension Term, as applicable.

Section 3.11 Additional Purchase Advance Transactions .

(a) Prior to the Maturity Date (as same may be extended through to the Second Extended Maturity Date), Seller may request that Buyer increase the Maximum Applicable Percentage for any Purchased Asset other than a CMBS Purchased Asset, by written request delivered no less than seven (7) Business Days prior to the proposed date for the requested additional advance that would be based on such increased percentage (each such transaction pursuant to which such an advance is made, an “ Additional Purchase Advance Transaction ” and the amount advanced in any such transaction, an “ Additional Purchase Advance ”). In connection with any such Additional Purchase Advance Transaction, Buyer and Seller shall execute and deliver to each other an updated Confirmation setting forth the new Maximum Applicable Percentage and outstanding Purchase Price with respect to such Purchased Asset.

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(b) Any Additional Purchase Advance Transaction shall be entered into only if Buyer agrees to do so in its discretion, it being understood without limiting the generality of the foregoing that Buyer’s agreement to enter into any Additional Purchase Advance Transaction is subject to the satisfaction of the following conditions precedent, both immediately prior to entering into the related Additional Purchase Advance Transaction and also after giving effect to the consummation thereof: (i) no Margin Deficit, Default or Event of Default exists, (ii) the aggregate outstanding Purchase Price of all Purchased Assets subject to Transactions then outstanding does not exceed the Maximum Amount, (iii) no Sub-Limit is exceeded, (iv) the amount of such Additional Purchase Advance does not exceed the Additional Purchase Advance Available Amount and (v) no Material Adverse Effect has occurred and is continuing.

ARTICLE 4

MARGIN MAINTENANCE

Section 4.01 Margin Deficit .

(a) If on any date (i) the Market Value for any Purchased Asset (as determined by Buyer) is less than (ii) the product of (A) the applicable Buyer’s Margin Percentage times (B) the outstanding Purchase Price for such Purchased Asset as of such date (the excess, if any, of (ii) over (i), a “ Margin Deficit ”), then Seller shall, within three (3) Business Days after notice from Buyer (a “ Margin Call ”), transfer cash to Buyer in an amount at least equal to such Margin Deficit. Buyer shall apply the funds received in satisfaction of a Margin Deficit to the Repurchase Obligations in such manner as Buyer determines, to amounts due and owing under the Repurchase Documents on such date. Additional terms and provisions governing Margin Deficits and Margin Calls under this Section 4.01(a) are set forth in the Fee and Pricing Letter, and are hereby incorporated by reference.

(b) Buyer’s election not to deliver, or to forbear from delivering, a Margin Call notice at any time there is a Margin Deficit shall not waive or be deemed to waive such Margin Deficit or in any way limit, stop or impair Buyer’s right to deliver a Margin Call notice at any time when the same or any other Margin Deficit exists on the same or any other Purchased Asset (and the conditions to delivery of such Margin Call under Section 4.01(a) above are satisfied). Buyer’s rights relating to Margin Deficits under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law.

(c) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by Buyer, and notwithstanding any provision in Section 5.02 to the contrary, shall be applied to reduce the Purchase Price of such Purchased Asset. Immediately after the satisfaction by Seller of each Margin Call hereunder, Seller and Buyer shall execute and deliver the appropriate amended and restated Confirmations.

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ARTICLE 5

APPLICATION OF INCOME

Section 5.01 Waterfall Account; Servicing Agreement Accounts . The Waterfall Account and the Servicing Agreement Account maintained under the Servicing Agreement shall be established at Deposit Account Bank. The customary related fees and expenses of Deposit Account Bank in connection with maintaining the Waterfall Account and the Servicing Agreement Account established and maintained under the Servicing Agreement will be the sole responsibility of Seller. Buyer shall have sole dominion and control (including, without limitation, “control” within the meaning of Section 9-104(a) of the UCC) over the Waterfall Account and the Servicing Agreement Account established and maintained under the Servicing Agreement. Neither Seller nor any Person claiming through or under Seller shall have any claim to or interest in the Waterfall Account or any Servicing Agreement Account maintained at Wells Fargo Bank, N.A. All Income received by Seller, Servicer, Buyer or Deposit Account Bank in respect of the Purchased Assets, as well as any interest received from the reinvestment of such Income (other than amounts of reinvestment income permitted to be retained by Servicer as additional servicing compensation in accordance with Section 3.03(c) of the Servicing Agreement or pursuant to the applicable provisions of any other Servicing Agreement and the related Irrevocable Redirection Notice signed by the related Servicer), shall be deposited directly into the Waterfall Account, except that, in the case of amounts deposited by Servicer, such deposits to the Waterfall Account shall occur from the Servicing Agreement Account established and maintained in connection with the Servicing Agreement in accordance with Section 3.04(a)(iv) of the Servicing Agreement or in accordance with the applicable provisions of any other applicable Servicing Agreement and the related Irrevocable Redirection Notice signed by the related Servicer, and shall be applied to and remitted by Deposit Account Bank in accordance with this Article 5 . If any Underlying Obligor shall make any payment due in connection with any Purchased Asset to Seller, Seller shall cause such payment to be deposited or transferred to the Waterfall Account within two (2) Business Days. Notwithstanding the foregoing, so long as the Servicing Agreement is in full force and effect, all amounts to be paid or are otherwise received from, or on behalf of, a related Underlying Obligor shall be paid directly to the Servicing Agreement Account established and maintained in connection with the Servicing Agreement or pursuant to the applicable provisions of any other Servicing Agreement or in accordance with the applicable provisions of any other applicable Servicing Agreement and, thereafter, remitted to the Waterfall Account in accordance with the terms of the Servicing Agreement. With respect to any Purchased Asset that was originated by Seller, Seller shall establish and maintain at all times the Collection Account(s) relating to such Purchased Asset at Deposit Account Bank.

Section 5.02 No Material Default or Event of Default Exists; Maximum Amount Not Exceeded; Third Extended Maturity Date Has Not Occurred . If no Material Default or Event of Default exists, and the aggregate Repurchase Price of all Purchased Assets subject to Transactions then outstanding is less than or equal to the Maximum Amount and the Third Extended Maturity Date has not occurred, all Income described in Section 5.01 and deposited into the Waterfall Account during each Pricing Period shall be applied by Deposit Account Bank by no later than the next following Remittance Date (except as otherwise expressly provided below) in the following order of priority:

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first , to pay all then-currently due and payable servicing fees to Buyer (or its designated Servicer), and to reimburse Buyer (or its designated Servicer) for any and all costs, expenses, advances and similar amounts incurred by Buyer (or its designated Servicer) in connection with the servicing of the Purchased Assets;

second , to the extent such payments are actually remitted by the Underlying Obligor to the Waterfall Account, to remit the tax (and insurance, if applicable) escrow portion and any tenant improvement, capital expenditure or other reserve portion of any payments received from each Underlying Obligor to the respective escrow agents pursuant to the escrow agreements or the Purchased Asset Documents for the underlying Whole Loans, and whether or not any event of default exists with respect to the related Whole Loan;

third , to pay to Buyer an amount equal to the Price Differential accrued with respect to all Purchased Assets as of such Remittance Date;

fourth , to pay to Buyer an amount equal to all default interest, late fees, fees, expenses and Indemnified Amounts then due and payable from Seller and other applicable Persons to Buyer under the Repurchase Documents;

fifth , to pay to Buyer an amount sufficient to eliminate any outstanding Margin Deficit (without limiting Seller’s obligation to satisfy a Margin Deficit in a timely manner as required by Section 4.01 );

sixth , to pay any custodial fees and expenses due and payable under the Custodial Agreement;

seventh , for each Purchased Asset other than, on and after April 10, 2020, CMBS Purchased Assets, to pay the Applicable Percentage of any Principal Payment to Buyer, but only to the extent that such remittance would not result in the creation of a Margin Deficit, to be applied by Buyer within one (1) Business Day of receipt to reduce the outstanding Purchase Price of the applicable Purchased Asset, with the balance of such Principal Payment to be paid to Seller within three (3) Business Days of receipt;

eighth , for each CMBS Purchased Asset on and after April 10, 2020, to pay 100% of all Income payments received with respect to any CMBS Purchased Asset to Buyer, to be applied by Buyer within one Business Day of receipt to reduce the outstanding Repurchase Price of the applicable CMBS Purchased Asset and, after payment in full of such Purchase Price, any remaining portion of such Principal Payment shall be applied to the outstanding Purchase Price of the other CMBS Purchased Assets in such order and in such amounts as determined by Buyer, until the aggregate Repurchase Price of all CMBS Purchased Assets has been reduced to zero;

ninth , to pay Buyer any other amounts due and payable from Seller and other applicable Persons to Buyer under the Repurchase Documents; and

tenth , to pay to Seller any remainder for its own account, subject, however, to the covenants and other requirements of the Repurchase Documents.

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Section 5.03 A Material Default or Event of Default Exists; Maximum Amount Exceeded; Third Extended Maturity Date Has Occurred . If a Material Default or an Event of Default exists, or the aggregate Repurchase Price of all Purchased Assets subject to Transactions then outstanding exceeds the Maximum Amount, or the Third Extended Maturity Date has occurred, all Income deposited into the Waterfall Account in respect of the Purchased Assets shall be applied by Deposit Account Bank, on the Business Day next following the Business Day on which each amount of Income is so deposited, in the following order of priority:

second , to the extent such payments are actually remitted by the Underlying Obligor to the Waterfall Account, to remit the tax (and insurance, if applicable) escrow portion of any payments received from each Underlying Obligor to the respective escrow agents pursuant to the escrow agreements or other Purchased Asset Documents for the related Whole Loan, and whether or not any event of default exists with respect to the related Whole Loan;

third , to pay to Buyer an amount equal to the Price Differential accrued with respect to all Purchased Assets as of such Remittance Date;

fifth , to pay any custodial fees and expenses due and payable under the Custodial Agreement;

sixth , to pay to Buyer an amount equal to the aggregate Repurchase Price of all Purchased Assets (to be applied in such order and in such amounts as determined by Buyer, until such Purchase Price has been reduced to zero) plus all other amounts due to Buyer under the Repurchase Documents;

seventh , to pay to Buyer all other Repurchase Obligations due to Buyer, in such order and in such amounts as Buyer shall determine in its discretion; and

eighth , to pay to Seller any remainder for its own account.

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

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ARTICLE 6

CONDITIONS PRECEDENT

Section 6.01 Conditions Precedent to Initial Transaction . Buyer shall not be obligated to enter into any Transaction or purchase any Asset until the following conditions have been satisfied as determined, or waived by Buyer, on and as of the Closing Date:

(a) Buyer has received the following documents, each dated as of the Closing Date unless otherwise specified: (i) each Repurchase Document duly executed and delivered by the parties thereto, (ii) an official good standing certificate or its documentary equivalent dated a recent date with respect to Seller and Guarantor (including, with respect to Seller, in each jurisdiction where any Mortgaged Property is located to the extent necessary for Buyer to enforce its rights and remedies thereunder), (iii) certificates of the secretary or an assistant secretary of Seller and Guarantor with respect to attached copies of the Governing Documents and applicable resolutions of Seller and Guarantor, and the incumbencies and signatures of officers of Seller and Guarantor executing the Repurchase Documents to which each is a party, evidencing the authority of Seller and Guarantor with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Power of Attorney, (vi) such opinions from counsel to Seller and Guarantor as Buyer may require, including with respect to corporate matters (including, without limitation, the valid existence and good standing of Seller, Guarantor and Pledgor and the enforceability of their respective operating agreements), the due authorization, execution, delivery and enforceability of each of the Repurchase Documents, non-contravention, no consents or approvals required other than those that have been obtained, first priority perfected security interests in the Purchased Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Documents, Investment Company Act matters, and the applicability of Bankruptcy Code safe harbors, (vii) a duly completed Compliance Certificate, and (viii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may require;

(b) (i) UCC financing statements have been filed against Seller and Pledgor in all filing offices required by Buyer, (ii) Buyer has received such searches of UCC filings, tax liens, judgments, pending litigation and other matters relating to Seller and the Purchased Assets as Buyer may require, (iii) the results of such searches are satisfactory to Buyer and (iv) all original certificates evidencing all ownership interests in Seller, which interests shall be in certificated form pursuant to Section 8-103 of the UCC, together with executed original copies of all necessary blank transfer documents, have been delivered to Custodian;

(c) Buyer has received payment from Seller of all fees and expenses then payable under this Agreement, as contemplated by Section 13.02 and by the applicable provisions of the Fee and Pricing Letter;

(d) Buyer has completed to its satisfaction such due diligence (including, Buyer’s “Know Your Customer”, Anti-Corruption Laws, Sanctions and Anti-Money Laundering Laws diligence, and any information required to be obtained by Buyer pursuant to the Beneficial Ownership Regulation) and modeling as it may require; and

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(e) Buyer shall have received, sufficiently in advance of (but in any event not less than three (3) Business Days prior to) the Closing Date a Beneficial Ownership Certification in relation to Seller to the extent that Seller qualifies as a “legal entity customer” under the Beneficial Ownership Regulation.

Section 6.02 Conditions Precedent to All Transactions . Buyer shall not be obligated to enter into any Transaction, purchase any Asset, or be obligated to take, fulfill or perform any other action hereunder, until the following additional conditions have been satisfied as determined by or waived by Buyer, with respect to each Asset on and as of the Purchase Date (including the first Purchase Date) therefor:

(a) Buyer has received the following documents for each prospective Purchased Asset: (i) a Transaction Request, (ii) an Underwriting Package, (iii) a Confirmation, (iv) the related Servicing Agreement(s), if a copy was not previously delivered to Buyer, (v) fully executed Irrevocable Redirection Notices, except to the extent set forth in Section 8.18 , (vi) a trust receipt and other items required to be delivered under the Custodial Agreement, (vii) with respect to any Wet Mortgage Asset, a Bailee Agreement, and (viii) all other documents, certificates, information, financial statements, reports and approvals as Buyer may require ( provided , however , that with respect to any Wet Mortgage Asset, delivery of the foregoing items in accordance with the provisions of Sections 3.01(g) and (h) shall be deemed to satisfy the conditions of this Section 6.01(a) (unless otherwise determined in the discretion of Buyer));

(b) immediately before such Transaction and after giving effect thereto and to the intended use thereof, no Representation Breach (including with respect to any Purchased Asset), Default, Event of Default, Margin Deficit or Material Adverse Effect exists;

(c) Buyer has completed its due diligence review of the Underwriting Package, Purchased Asset Documents and such other documents, records and information as Buyer deems appropriate, and the results of such reviews are satisfactory to Buyer;

(d) Buyer has (i) determined that such Asset is an Eligible Asset, (ii) approved the purchase of such Asset, (iii) determined that each such Asset has adequate structure, stabilized Debt Yield and stabilized loan‑to‑value ratio (each as determined in Buyer’s sole and absolute discretion to Buyer’s last dollar), (iv) determined that such Asset is either a Bridge Purchased Asset or a CMBS Purchased Asset, (v) obtained all necessary internal credit and other approvals for such Transaction, and (vi) executed the Confirmation;

(e) immediately after giving effect to such Transaction, the aggregate outstanding Purchase Price of all Transactions does not exceed the Maximum Amount;

(f) the Repurchase Date specified in the Confirmation is not later than (i) for all Purchased Assets other than CMBS Purchased Assets, the Maturity Date, and (ii) for all CMBS Purchased Assets, the CMBS Purchased Asset Maturity Date;

(g) Seller has satisfied all requirements and conditions and has performed all covenants, duties, obligations and agreements contained in the other Repurchase Documents to be performed by Seller on or before the Purchase Date;

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(h) to the extent the related Purchased Asset Documents contain notice, cure and other provisions in favor of a pledgee under a repurchase or warehouse facility, and without prejudice to the sale treatment of such Asset to Buyer, Buyer has received satisfactory evidence that Seller has given notice to the applicable Persons of Buyer’s interest in such Asset 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;

(i) Buyer has received a copy of any Interest Rate Protection Agreement and related documents entered into with respect to such Asset, (ii) the related Seller Party has assigned or pledged to Buyer all of assignor’s rights (but none of its obligations) under such Interest Rate Protection Agreement and related documents, and (iii) no termination event, default or event of default (however defined) exists thereunder;

(j) Custodian shall have received executed blank assignments of all Purchased Asset Documents, if applicable, in appropriate form for recording in the jurisdiction in which the underlying real estate is located (the “ Blank Assignment Documents ”); and

(k) For all Assets acquired from or originated by (whether directly or indirectly) an Affiliate of Seller (other than any Asset acquired directly or indirectly from and/or originated by Guarantor or any Intermediate Starwood Entity), if requested by Buyer, a true sale opinion from counsel to Seller in form and substance reasonably satisfactory to Buyer.

Each Confirmation delivered by Seller shall constitute a certification by Seller that all of the conditions precedent in this Article 6 have been satisfied, unless any such condition precedent was expressly waived in the related Confirmation.

The failure of Seller to satisfy any of the conditions precedent in this Article 6 with respect to any Transaction or Purchased Asset shall, unless such failure was set forth in an exceptions schedule to the relevant Confirmation or otherwise waived in writing by Buyer on or before the related Purchase Date, give rise to the right of Buyer at any time to rescind the related Transaction, whereupon Seller shall immediately pay to Buyer the Repurchase Price of such Purchased Asset.

ARTICLE 7

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants, on and as of the date of this Agreement, each Purchase Date, and, except as otherwise expressly provided below, at all times when any Repurchase Document or Transaction is in full force and effect:

Section 7.01 Seller . Seller has been duly organized and validly exists in good standing as a limited liability company under the laws of the State of Delaware. Seller (a) has all requisite power, authority, legal right, licenses and franchises, (b) is duly qualified to do business in all jurisdictions necessary, and (c) has been duly authorized by all necessary action, to (w) own, lease and operate its properties and assets, (x) conduct its business as presently conducted, (y) execute, deliver and perform its obligations under the Repurchase Documents to

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which it is a party, and (z) originate, service, acquire, own, sell, assign, pledge and repurchase the Purchased Assets. Seller’s exact legal name is set forth in the preamble and signature pages of this Agreement. Seller’s location (within the meaning of Article 9 of the UCC), chief executive office and the office where Seller keeps all records (within the meaning of Article 9 of the UCC) relating to the Purchased Assets is at the address of Seller referred to in Annex 1 . Seller has not changed its name or location within the past twelve (12) months. Seller 2’s organizational identification number is 4792057 and its tax identification number is 27-2143719. Seller 2-A’s organizational identification number is 4942463 and its tax identification number is 27-5082708. SPT Seller’s legal name is and always has been SPT CA Fundings 2, LLC, its organizational identification number is 4722684 and its tax identification number is 27-0247747. Seller 2 is a wholly‑owned Subsidiary of Starwood Property Mortgage, L.L.C., a Delaware limited liability company. Seller 2-A is a wholly-owned Subsidiary of Starwood Property Mortgage BC, L.L.C., a Delaware limited liability company. The fiscal year of Seller is the calendar year. Seller has no Indebtedness, Contractual Obligations or investments other than (a) ordinary trade payables, (b) in connection with Assets acquired or originated for the Transactions, and (c) under the Repurchase Documents. Each of Seller 2 and Seller 2-A have no Guarantee Obligations. Each of Seller 2 and Seller 2-A have no Subsidiaries. Notwithstanding the foregoing, SPT Seller shall be excluded from each of the representations and warranties set forth in the immediately preceding three sentences of this Section 7.01 .

Section 7.02 Repurchase Documents . Each Repurchase Document to which Seller is a party has been duly executed and delivered by Seller and constitutes the legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except as such enforceability may be limited by Insolvency Laws and general principles of equity. The execution, delivery and performance by Seller of each Repurchase Document to which it is a party do not and will not (a) conflict with, result in a breach of, or constitute (with or without notice or lapse of time or both) a default under, any (i) Governing Document, Indebtedness, Guarantee Obligation or Contractual Obligation applicable to Seller or any of its properties or assets, (ii) Requirements of Law, or (iii) approval, consent, judgment, decree, order or demand of any Governmental Authority, or (b) result in the creation of any Lien (other than, except with respect to any Purchased Asset, any Liens granted pursuant to or by the Repurchase Documents) on any of the properties or assets of Seller. All approvals, authorizations, consents, orders, filings, notices or other actions of any Person or Governmental Authority required for the execution, delivery and performance by Seller of the Repurchase Documents to which it is a party and the sale of and grant of a security interest in each Purchased Asset to Buyer, have been obtained, effected, waived or given and are in full force and effect. The execution, delivery and performance of the Repurchase Documents do not require compliance by Seller with any “bulk sales” or similar law. Except as disclosed to Buyer by or on behalf of Seller in writing prior to the Fifth Amendment and Restatement Date or, as applicable, the related Purchase Date for each Transaction, there is no material litigation, proceeding or investigation pending or, to Seller’s Knowledge, threatened, against Seller, Manager, any Intermediate Starwood Entity or Guarantor before any Governmental Authority (a) asserting the invalidity of any Repurchase Document, (b) seeking to prevent the consummation of any Transaction, or (c) seeking any determination or ruling that could reasonably be expected to have a Material Adverse Effect.

Section 7.03 Solvency . None of Seller, Manager, any Intermediate Starwood Entity or Guarantor is or has ever been the subject of an Insolvency Proceeding. Seller,

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Manager, each Intermediate Starwood Entity and Guarantor are Solvent and the Transactions do not and will not render Seller, Manager, any Intermediate Starwood Entity or Guarantor not Solvent. Seller is not entering into the Repurchase Documents or any Transaction with the intent to hinder, delay or defraud any creditor of Seller, Manager, any Intermediate Starwood Entity or Guarantor. Seller has received or will receive reasonably equivalent value for the Repurchase Documents and each Transaction. Seller has adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations. Seller is generally able to pay, and as of the date hereof is paying, its debts as they come due.

Section 7.04 Taxes . Seller, Manager, each Intermediate Starwood Entity and Guarantor have filed all required federal income tax returns and all other material tax returns, domestic and foreign, required to be filed by them and have paid all material taxes (including mortgage recording taxes), assessments, fees, and other governmental charges payable by them, or with respect to any of their properties or assets, which have become due, and income or franchise taxes have been paid or are being contested in good faith by appropriate proceedings diligently conducted and for which appropriate reserves have been established in accordance with GAAP. Seller, Manager, each Intermediate Starwood Entity and Guarantor have paid, or have provided adequate reserves for the payment of, all such taxes for all prior fiscal years and for the current fiscal year to date. Except as disclosed to Buyer by or on behalf of Seller in writing prior to the Fifth Amendment and Restatement Date or, as applicable, the related Purchase Date for each Transaction, there is no material action, suit, proceeding, investigation, audit or claim relating to any such taxes now pending or, to Seller’s Knowledge, threatened by any Governmental Authority which is not being contested in good faith as provided above. None of Seller, Manager, any Intermediate Starwood Entity or Guarantor has entered into any agreement or waiver or been requested to enter into any agreement or waiver extending any statute of limitations relating to the payment or collection of taxes, or is aware of any circumstances that would cause the taxable years or other taxable periods of Seller, Manager, any Intermediate Starwood Entity or Guarantor not to be subject to the normally applicable statute of limitations. No tax liens have been filed against any assets of Seller, Manager, any Intermediate Starwood Entity or Guarantor. Seller does not intend to treat any Transaction as being a “reportable transaction” as defined in Treasury Regulation Section 1.6011–4. If Seller determines to take any action inconsistent with such intention, it will promptly notify Buyer, in which case Buyer may treat each Transaction as subject to Treasury Regulation Section 301.6112–1 and will maintain the lists and other records required thereunder.

Section 7.05 Financial Condition . The audited balance sheet of Guarantor as at the fiscal year most recently ended for which such audited balance sheet is available, and the related audited statements of income, stockholders equity, retained earnings and of cash flows for the fiscal year then ended, setting forth in each case in comparative form the figures for the previous year, reported on without a “going concern” or like qualification arising out of the audit conducted by Guarantor’s independent certified public accountants, copies of which have been delivered to Buyer, are complete and correct and present fairly the financial condition of Guarantor as of such date and the results of its operations and cash flows for the fiscal year then ended. All such financial statements, including related schedules and notes, were prepared in accordance with GAAP except as disclosed therein. Except as disclosed to Buyer by or on behalf of Seller in writing prior to the Fifth Amendment and Restatement Date or, as applicable,

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the related Purchase Date for each Transaction, Guarantor does not have any material contingent liability or liability for taxes or any long term lease or unusual forward or long term commitment, including any Derivative Contract, which is not reflected in the foregoing statements or notes.

Section 7.06 True and Complete Disclosure . The information, reports, certificates, documents, financial statements, operating statements, forecasts, books, records, files, exhibits and schedules furnished by or on behalf of Seller to Buyer in connection with the Repurchase Documents and the Transactions, 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. All written information furnished after the date hereof by or on behalf of Seller to Buyer in connection with the Repurchase Documents and the Transactions will be true, correct and complete in all material respects, or in the case of projections will be based on reasonable estimates prepared and presented in good faith, in each case, on the date as of which such information is stated or certified.

Section 7.07 Compliance with Laws . Seller has complied in all material respects with all Requirements of Laws, and, to Seller’s Actual Knowledge, no Purchased Asset contravenes any Requirements of Laws in any material respect. None of Seller, Guarantor nor any Subsidiaries or Parents of Seller or Guarantor, nor to the knowledge of Seller or Guarantor, no Affiliate of Seller or Guarantor (i) is in violation of any Sanctions or (ii) is a Sanctioned Target. The proceeds of any Transaction have not been and will not be used, directly or indirectly, to fund any operations in, finance any investments or activities in or make any payments to a Sanctioned Target or otherwise in violation of Sanctions, Anti‑Corruption Laws or Anti‑Money Laundering Laws. Seller is a “qualified purchaser” as defined in the Investment Company Act. None of Seller, Manager, any Intermediate Starwood Entity or Guarantor (a) is or is controlled by an “investment company” as defined in such Act or is exempt from the provisions of the Investment Company Act, (b) is a “broker” or “dealer” as defined in, or could be subject to a liquidation proceeding under, the Securities Investor Protection Act of 1970, or (c) is subject to regulation by any Governmental Authority limiting its ability to incur the Repurchase Obligations. No properties presently or previously owned or leased by Seller, Manager, any Intermediate Starwood Entity or Guarantor, or any of their respective predecessors contain or previously contained any Materials of Environmental Concern that constitute or constituted a violation of Environmental Laws or reasonably could be expected to give rise to liability of Seller, Manager, any Intermediate Starwood Entity or Guarantor thereunder. Seller has no Actual Knowledge of any violation, alleged violation, non‑compliance, liability or potential liability of Seller, Manager, any Intermediate Starwood Entity or Guarantor under any Environmental Law. Materials of Environmental Concern have not been Released in violation of Environmental Laws or in a manner that reasonably could be expected to give rise to liability of Seller, Manager, any Intermediate Starwood Entity or Guarantor thereunder. Seller and all Affiliates of Seller are in compliance with all Anti‑Corruption Laws. Neither Seller nor any Affiliate of Seller has made, offered, promised or authorized a payment of money or anything else of value (a) in order to assist in obtaining or retaining business for or with, or directing business to, any foreign official, foreign political party, party official or candidate for foreign political office, (b) to any foreign official, foreign political party, party official or candidate for foreign political office, or (c) with the intent to induce the recipient to misuse his or her official

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position to direct business wrongfully to Seller, any Affiliate of Seller or any other Person, in violation of any Anti‑Corruption Law.

Section 7.08 Compliance with ERISA . (a) Neither Seller has any employees as of the date of this Agreement.

(b) Each of Seller and Guarantor either (i) qualifies as a VCOC or a REOC, (ii) complies with an exception set forth in the Plan Asset Regulations such that the assets of such Person would not be subject to Title I of ERISA and/or Section 4975 of the Code, or (iii) does not hold any “plan assets” within the meaning of the Plan Asset Regulations that are subject to ERISA.

(c) Assuming that no portion of the Purchased Assets are funded by Buyer with “plan assets” within the meaning of the Plan Asset Regulations, none of the transactions contemplated by the Repurchase Documents will constitute a nonexempt prohibited transaction (as such term is defined in Section 4975 of the Code or Section 406 of ERISA) that could subject Buyer to any tax or penalty or prohibited transactions imposed under Section 4975 of the Code or Section 502(i) of ERISA.

Section 7.09 No Default or Material Adverse Effect . As of each of the Closing Date, the Fifth Amendment and Restatement Date and the Purchase Date for each Transaction hereunder, no Event of Default and, to Seller’s Knowledge, no Default exists. Seller believes that it is and will be able to pay and perform each agreement, duty, obligation and covenant contained in the Repurchase Documents and Purchased Asset Documents to which it is a party, and except as disclosed to Buyer by or on behalf of Seller in writing prior to the Fifth Amendment and Restatement Date or, as applicable, the related Purchase Date for each Transaction, that it is not subject to any agreement, obligation, restriction or Requirements of Law which would unduly burden its ability to do so or could reasonably be expected to have a Material Adverse Effect. Except as disclosed to Buyer by or on behalf of Seller in writing, prior to the Fifth Amendment and Restatement Date or, as applicable, the related Purchase Date for each Transaction, Seller has no Knowledge of any actual or prospective development, event or other fact that could reasonably be expected to have a Material Adverse Effect. No Internal Control Event has occurred.

Section 7.10 Purchased Assets . Each Purchased Asset is an Eligible Asset. Each representation and warranty of Seller set forth in the Repurchase Documents (including those set forth in Schedule 1(a) , 1(b) , 1(c) or 1(d) applicable to the Class of such Purchased Asset) and the Purchased Asset Documents with respect to each Purchased Asset is true and correct. Seller has delivered to Custodian true, correct and complete copies of the Purchased Asset Documents, as applicable, relating to each Purchased Asset. Except as disclosed to Buyer by or on behalf of Seller in writing, Seller has no Actual Knowledge of any fact which could reasonably lead it to expect that any Purchased Asset will not be paid in full. None of the Purchased Asset Documents has any marks or notations indicating that it has been sold, assigned, pledged, encumbered or otherwise conveyed to any Person other than Buyer. If any Purchased Asset Document requires the holder or transferee of the related Purchased Asset to be a qualified transferee, qualified institutional lender or qualified lender (however defined), Seller meets such requirement. Assuming that Buyer also meets such requirement, the assignment and pledge of

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such Purchased Asset to Buyer pursuant to the Repurchase Documents do not violate such Purchased Asset Document. Seller and all Affiliates of Seller (a) have sold and transferred all Servicing Rights with respect to the Purchased Assets to Buyer, and (b) have no Retained Interests.

Section 7.11 Purchased Assets Acquired from Transferors . With respect to each Purchased Asset purchased by Seller or an Affiliate of Seller from a Transferor, (a) such Purchased Asset was acquired and transferred pursuant to a Purchase Agreement, (b) such Transferor received reasonably equivalent value in consideration for the transfer of such Purchased Asset, (c) no such transfer was made for or on account of an antecedent debt owed by such Transferor to Seller or an Affiliate of Seller, (d) no such transfer is or may be voidable or subject to avoidance under the Bankruptcy Code, and (e) the representations and warranties made by such Transferor to Seller or such Affiliate in such Purchase Agreement are hereby incorporated herein mutatis mutandis and are hereby remade by Seller to Buyer on each date as of which they speak in such Purchase Agreement.

Section 7.12 Transfer and Security Interest . The Repurchase Documents constitute a valid and effective transfer to Buyer of all right, title and interest of Seller in, to and under all Purchased Assets (together with all related Servicing Rights), free and clear of any Liens, subject only to the Permitted Liens described in clause (d) of the definition thereof. With respect to the protective security interest granted by Seller in Section 11.01 , upon the delivery of the Confirmations and the Purchased Asset Documents to Custodian, the execution and delivery of the Controlled Account Agreement and the filing of the UCC financing statements as provided herein, such security interest shall be a valid first priority perfected security interest to the extent such security interest can be perfected by possession, filing or control under the UCC (other than Liens granted pursuant to or by the Repurchase Documents). Upon receipt by Custodian of each Purchased Asset Document required to be endorsed in blank by Seller and payment by Buyer of the Purchase Price for the related Purchased Asset, Buyer shall either (a) own such Purchased Asset and the related Purchased Asset Documents or (b) have a valid first priority perfected security interest in such Purchased Asset and the related Purchased Asset Documents. At Buyer’s election (and at Buyer’s sole cost and expense, or if completed and recorded following a Material Default or Event of Default, at Seller’s sole cost and expense), Buyer or any nominee or agent of Buyer may complete and record any or all of the Blank Assignment Documents as further evidence of Buyer’s ownership interest in the related Purchased Asset Documents. The Purchased Assets constitute the following, as defined in the UCC, as applicable: a general intangible, instrument, investment property, security, deposit account, financial asset, uncertificated security, securities account, or security entitlement. Seller has not authorized the filing of and is not aware of any UCC financing statements filed against Seller as debtor that include the Purchased Assets, other than any financing statement that has been terminated or filed pursuant to this Agreement.

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

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

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Section 7.15 Interest Rate Protection Agreements . (a) Any Interest Rate Protection Agreement entered into with respect to any Purchased Asset is in full force and effect, (b) no termination event, default or event of default (however defined) exists thereunder, and (c) the related Seller Party has effectively collaterally assigned to Buyer all of such Seller Party’s rights (but none of its obligations) under each such Interest Rate Protection Agreement.

Section 7.16 Investment Company Act . None of Seller, Guarantor or any Affiliate of Seller or Guarantor is an “investment company”, or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act, or otherwise required to register thereunder.

Section 7.17 Anti-Money Laundering Laws and Anti-Corruption Laws . The operations of each of Seller and Guarantor are, and have been, conducted at all times in compliance with all applicable Anti-Money Laundering Laws and Anti-Corruption Laws. No litigation, regulatory or administrative proceedings of or before any court, tribunal or agency with respect to any Anti-Money Laundering Laws or Anti-Corruption Laws have been started or (to the best of its knowledge and belief) threatened against each of Seller and Guarantor or to the knowledge of Seller or Guarantor, any Affiliates of Seller or Guarantor.

Section 7.18 Sanctions . None of Seller, Guarantor, any Subsidiaries or Parents of Seller or Guarantor and, to the knowledge of Seller or Guarantor, no Affiliate of Seller or Guarantor (a) is a Sanctioned Target, (b) is controlled by or is acting on behalf of a Sanctioned Target, or (c) to the best knowledge of Seller or Guarantor after due inquiry, is under investigation for an alleged breach of Sanctions by a Governmental Authority that enforces Sanctions. To Seller’s knowledge, no Investor is a Sanctioned Target.

Section 7.19 Beneficial Ownership Certification . The information included in each Beneficial Ownership Certification is true and correct in all respects.

ARTICLE 8

COVENANTS OF SELLER

From the date hereof until the Repurchase Obligations are indefeasibly paid in full and the Repurchase Documents are terminated, Seller shall perform and observe the following covenants, which shall be given independent effect:

Section 8.01 Existence; Governing Documents; Conduct of Business . Seller shall (a) preserve and maintain its legal existence, (b) qualify and remain qualified in good standing in each jurisdiction where the failure to be so qualified would have a Material Adverse Effect, (c) comply with its Governing Documents, including all special purpose entity provisions, and (d) not modify, amend or terminate its Governing Documents in any material respect, without Buyer’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed, or divide itself into two or more separate limited liability companies. Seller shall (a) continue to engage in the same (and no other) general lines of business as presently conducted by it, (b) maintain and preserve all of its material rights, privileges, licenses and franchises necessary for the operation of its business, and (c) maintain

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Seller’s status as a qualified transferee, qualified lender or any similar term (however defined) if and to the extent required under the Purchased Asset Documents. Seller shall not (A) change its name, organizational number, tax identification number, fiscal year, method of accounting, identity, structure or jurisdiction of organization (or have more than one such jurisdiction), move the location of its principal place of business and chief executive office, as defined in the UCC) from the location referred to in Section 7.01 , or (B) move, or consent to Custodian moving, the Purchased Asset Documents from the location thereof on the applicable Purchase Date for the related Purchased Asset, unless in each case Seller has given at least thirty (30) days prior notice to Buyer and has taken all actions required under the UCC to continue the first priority perfected security interest of Buyer in the Purchased Assets. Seller shall enter into each Transaction as principal, unless Buyer agrees before a Transaction that Seller may enter into such Transaction as agent for a principal and under terms and conditions disclosed to Buyer.

Section 8.02 Compliance with Laws, Contractual Obligations and Repurchase Documents . Seller shall comply in all material respects with each and every Requirements of Law, including those relating to any Purchased Asset and to the reporting and payment of taxes. No part of the proceeds of any Transaction shall be used for any purpose that violates Regulation T, U or X of the Board of Governors of the Federal Reserve System. Seller shall maintain the Custodial Agreement and Controlled Account Agreement in full force and effect. Seller shall not directly or indirectly enter into any agreement that would be violated or breached by any Transaction or the performance by Seller of any Repurchase Document.

Section 8.03 Structural Changes . Seller shall not enter into merger or consolidation, or adopt, file, or effect a Division, or liquidate, wind up or dissolve, or sell all or substantially all of its assets or properties (except in the ordinary course of its business or as contemplated herein), or permit any changes in the ownership of its Equity Interests which results in a Change of Control of Seller, without the consent of Buyer (unless, in any of the foregoing cases, the Repurchase Obligations are paid in full in connection with any such transaction). Seller shall ensure that all direct Equity Interests of Seller shall continue to be directly owned by the owner or owners thereof as of the date hereof. Seller shall ensure that neither the Equity Interests of Seller nor any property or assets of Seller shall be pledged to any Person other than Buyer. Seller shall not enter into any transaction with an Affiliate of Seller unless such transaction is on market and arm’s‑length terms and conditions. Notwithstanding the foregoing, SPT Seller shall be excluded from each of the covenants set forth in this Section 8.03 .

Section 8.04 Protection of Buyer’s Interest in Purchased Assets . With respect to each Purchased Asset, Seller shall take all action necessary or required by the Repurchase Documents, the Purchased Asset Documents and each and every Requirements of Law, or requested by Buyer, to perfect, protect and more fully evidence Buyer’s ownership of and first priority perfected security interest in such Purchased Asset and related Purchased Asset Documents, including executing or causing to be executed (a) such other instruments or notices as may be necessary or appropriate and filing and maintaining effective UCC financing statements, continuation statements and assignments and amendments thereto, and (b) all documents necessary to both collaterally and absolutely and unconditionally assign all rights (but none of the obligations) of Seller under each Purchase Agreement, in each case as additional collateral security for the payment and performance of each of the Repurchase Obligations, to the extent permitted under the terms of each related Purchase Agreement. Seller authorizes

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Buyer and its counsel to file UCC financing statements, describing the collateral as “all assets of Seller, whether now owned or existing or hereafter acquired or arising and all proceeds and products thereof” or words to that effect. Seller shall comply with all requirements of the Custodial Agreement with respect to each Purchased Asset, including the delivery to Custodian of all required Purchased Asset Documents. Should Seller fail to deliver any Purchased Asset Document to Custodian on a timely basis as required under the Custodial Agreement, Seller shall make best efforts to effect such delivery as soon as possible thereafter. Seller shall (a) not assign, sell, transfer, pledge, hypothecate, grant, create, incur, assume or suffer or permit to exist any security interest in or Lien on any Purchased Asset to or in favor of any Person other than Buyer, (b) defend such Purchased Asset against, and take such action as is necessary to remove, any such Lien, and (c) defend the right, title and interest of Buyer in and to all Purchased Assets against the claims and demands of all Persons whomsoever. Notwithstanding the foregoing, (i) if Seller grants a Lien on any Purchased Asset in violation of this Section 8.04 or any other Repurchase Document, Seller shall be deemed to have simultaneously granted an equal and ratable Lien on such Purchased Asset in favor of Buyer to the extent such Lien has not already been granted to Buyer; provided , that such equal and ratable Lien shall not cure any resulting Default or Event of Default, and (ii) to the extent any additional limited liability company is formed by a Division of Seller (and without prejudice to Sections 8.01 , 8.03 and 9.01 hereof), Seller shall cause any such Division LLC to assign, pledge and grant to Buyer, for no additional consideration, all of its assets, and shall cause any owner of each such Division LLC to pledge all of the Equity Interests and any rights in connection therewith of each such Division LLC to Buyer, for no additional consideration, in support of all Repurchase Obligations in the same manner and to the same extent as the assignment, pledge and grant by Seller of all of Seller’s assets hereunder, and in the same manner and to the same extent as the pledge by the related Pledgor of all of such Pledgor’s right, title and interest in all of the Equity Interests of Seller and any rights in connection therewith, in each case pursuant to the related Pledge Agreement. Seller shall not materially amend, modify, waive or terminate any provision of any Purchase Agreement or the Servicing Agreement. Seller shall not, or permit any Servicer to make or enter into any Material Modification to any Purchased Asset, Purchased Asset Document without Buyer’s prior written consent; provided , however, that if any Material Modification is made with respect to a NCPPP Purchased Asset without Buyer’s consent, such Material Modification shall not constitute a breach of this sentence if Seller did not have the right to consent to same. Seller shall mark its computer records and tapes to evidence the interests granted to Buyer hereunder. Seller shall not take any action to cause any Purchased Asset that is not evidenced by an instrument or chattel paper (as defined in the UCC) to be so evidenced. If a Purchased Asset becomes evidenced by an instrument or chattel paper, the same shall be immediately delivered to Custodian on behalf of Buyer, together with endorsements required by Buyer.

Section 8.05 Actions of Seller Relating to Distributions, Indebtedness, Guarantee Obligations, Contractual Obligations, Investments and Liens . At any time after the occurrence and during the continuance of any Default under Sections 10.01(a) or 10.01(f) , any Event of Default or any breach of the Debt Yield Test, Seller shall not declare or make any payment on account of, or set apart assets for, a sinking or similar fund for the purchase, redemption, defeasance, retirement or other acquisition of any Equity Interest of Seller, Manager, any Intermediate Starwood Entity or Guarantor, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Seller, Manager, any Intermediate Starwood Entity or Guarantor. Seller shall

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not contract, create, incur, assume or permit to exist any Indebtedness, Guarantee Obligations, Contractual Obligations or Investments, except to the extent (a) arising or existing under the Repurchase Documents, (b) existing as of the Original Closing Date, as referenced in the financial statements delivered to Buyer prior to the Original Closing Date, and any renewals, refinancings or extensions thereof in a principal amount not exceeding that outstanding as of the date of such renewal, refinancing or extension, (c) incurred after the Original Closing Date to originate or acquire Assets or to provide funding with respect to Assets, (d) required pursuant to any Interest Rate Protection Agreements entered into pursuant to Section 8.11 , and (e) unsecured trade payables and personal property leases and financings incurred in the ordinary course of business, so long as the maximum outstanding amount of all liabilities described in this clause (e) shall at no time exceed an amount equal to three hundred thousand dollars ($300,000) (it being agreed that, for purposes hereof, "trade payables" shall not include unpaid legal fees and unpaid transaction costs in connection with the execution of this Agreement, the acquisition or origination of any Purchased Asset or any Transaction under this Agreement). Seller shall not (I) contract, create, incur, assume or permit to exist any Lien on or with respect to any of its property or assets (including the Purchased Assets) of any kind (whether real or personal, tangible or intangible), whether now owned or hereafter acquired, other than, except with respect to any Purchased Asset, any Permitted Liens, or (II) except as provided in the preceding clause (I), grant, allow or enter into any agreement or arrangement with any Person that prohibits or restricts or purports to prohibit or restrict the granting of any Lien on any of the foregoing. Notwithstanding the foregoing, SPT Seller shall be excluded from each of the covenants set forth in this Section 8.05 .

Section 8.06 Maintenance of Records . Seller shall keep and maintain all documents, books, records and other information (including with respect to the Purchased Assets) that are reasonably necessary or advisable in the conduct of its business.

Section 8.07 Financial Covenants .

(a) Neither Seller shall permit its Net Income during any fiscal year, determined on an individual basis, to be less than zero.

(b) Each Seller shall comply at all times with all applicable Sub-Limits, determined on an aggregate basis.

Section 8.08 Delivery of Income . Seller shall, and pursuant to Irrevocable Redirection Notices shall cause the Underlying Obligors under the Purchased Assets and all other applicable Persons to, remit all Income in respect of the Purchased Assets into either one of the Servicing Agreement Accounts or the Waterfall Account in accordance with Section 5.01 hereof on the day the related payments are due. Seller and Servicer (a) shall comply with and enforce each Irrevocable Redirection Notice, (b) shall not amend, modify, waive, terminate or revoke any Irrevocable Redirection Notice without Buyer’s consent, and (c) shall take all reasonable steps to enforce each Irrevocable Redirection Notice. In connection with each principal payment or prepayment under a Purchased Asset, Seller shall provide or cause to be provided to Buyer and Custodian sufficient detail to enable Buyer and Custodian to identify the Purchased Asset to which such payment applies. If Seller receives any rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any Purchased Assets, or

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otherwise in respect thereof, Seller shall accept the same as Buyer’s agent, hold the same in trust for Buyer and immediately deliver the same to Buyer or its designee in the exact form received, together with duly executed instruments of transfer, stock powers or assignment in blank and such other documentation as Buyer shall reasonably request. If any Income is received by Seller, Guarantor or any Affiliate of Seller or Guarantor, Seller shall pay or deliver such Income to Buyer or Custodian on behalf of Buyer within two (2) Business Days after receipt, and, until so paid or delivered, hold such Income in trust for Buyer, segregated from other funds of Seller.

Section 8.09 Delivery of Financial Statements and Other Information . Seller shall deliver the following to Buyer and any other Affiliated Hedge Counterparty, as soon as available and in any event within the time periods specified:

(a) within forty-five (45) days after the end of the first three (3) fiscal quarters, (i) the unaudited balance sheets of Guarantor as at the end of such period, (ii) the related unaudited statements of income, retained earnings and cash flows for such period and the portion of the fiscal year through the end of such period, setting forth in each case in comparative form the figures for the previous year, (iii) a Compliance Certificate, (iv) a schedule listing all assets and liabilities excluded from the Leverage Covenant calculations, as such covenant is set forth in Section 15(b) of the Guarantee Agreement and (v) a written certification by Seller and Guarantor of the market value of all Near Cash Securities as determined by an independent third party valuation agent reasonably acceptable to Buyer, showing all calculations and supporting materials;

(b) within seventy-five (75) days after the end of each fiscal year of Guarantor, (i) the audited balance sheets of Guarantor as at the end of such fiscal year, (ii) the related statements of income, retained earnings and cash flows for such year, setting forth in each case in comparative form the figures for the previous year, (iii) an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall not be qualified as to scope of audit or going concern and shall state that said financial statements fairly present the financial condition and results of operations of Guarantor as at the end of and for such fiscal year in accordance with GAAP, (iv) a projections of Guarantor of the operating budget and cash flow budget of Guarantor for the following fiscal year, to the extent such is prepared and (v) a Compliance Certificate;

(c) all reports submitted to Guarantor by independent certified public accountants in connection with each annual, interim or special audit of the books and records of Guarantor made by such accountants, including any management letter commenting on Guarantor’s internal controls;

(d) with respect to each Purchased Asset and related Mortgaged Property, on or before each Remittance Date, all remittance, servicing, securitization, exception and other reports, if any, and all operating and financial statements and rent rolls of all Underlying Obligors for all Mortgaged Properties during the prior month, when and as received from an Underlying Obligor, a third‑party servicer or from any other source;

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(e) all financial statements, reports, notices and other documents that Guarantor sends to holders of its Equity Interests or makes to or files with any Governmental Authority, promptly after the delivery or filing thereof;

(f) any other material agreements, correspondence, documents or other information not included in an Underwriting Package on the related Purchase Date, which is related to Seller or the Purchased Assets, as soon as possible after the discovery thereof by Seller, any Intermediate Starwood Entity or Guarantor; and

(g) such other information regarding the financial condition, operations or business of Seller, Guarantor or any Underlying Obligor as Buyer may reasonably request including, without limitation, any such information which is otherwise necessary to allow Buyer to monitor compliance with the terms of the Repurchase Documents.

Section 8.10 Delivery of Notices . Seller shall promptly (and in no event later than one (1) Business Day from the date that Seller has Knowledge of each such occurrence) notify Buyer and any other Affiliated Hedge Counterparty of the occurrence of any of the following of which Seller has Knowledge, together with a certificate of a Responsible Officer of Seller setting forth details of such occurrence and any action Seller has taken or proposes to take with respect thereto:

(a) a Representation Breach;

(b) any of the following: (i) with respect to any Purchased Asset or related Mortgaged Property: material change in Market Value, material loss or damage, material licensing or permit issues, violation of Requirements of Law, discharge of or damage from Materials of Environmental Concern or any other actual or expected event or change in circumstances that could reasonably be expected to result in a default or material decline in value or cash flow, and (ii) with respect to Seller: violation of Requirements of Law, material decline in the value of Seller’s assets or properties, an Internal Control Event or other event or circumstance that could reasonably be expected to have a Material Adverse Effect;

(c) the existence of any Default, Event of Default or material default under or related to a Purchased Asset, Purchased Asset Document, Indebtedness, Guarantee Obligation or Contractual Obligation of Seller;

(d) the resignation or termination of any Servicer pursuant to the related Servicing Agreement;

(e) the establishment of a rating by any Rating Agency applicable to Seller, Guarantor, Manager or any Intermediate Starwood Entity, and any downgrade in or withdrawal of such rating once established;

(f) the commencement of, settlement of or material judgment in any litigation, action, suit, arbitration, investigation or other legal or arbitrable proceedings before any Governmental Authority that (i) affects Seller, Guarantor, any Purchased Asset, Pledged Collateral or any Mortgaged Property, (ii) questions or challenges the validity or enforceability of any Repurchase Document, Transaction, Purchased Asset or Purchased Asset Document, or

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(iii) individually or in the aggregate, if adversely determined, could reasonably be likely to have a Material Adverse Effect;

(g) loss of Guarantor’s status as a REIT; and

(h) if (i) any CMBS Purchased Asset is presented for consideration as part of any securitization, (ii) Seller withdraws any such presentation or (iii) Seller receives written notice that, for any reason, any such CMBS Purchased Asset has been rejected or not accepted for such securitization.

Section 8.11 Hedging . The terms and provisions governing hedging under Section 8.11 are set forth in the Fee and Pricing Letter, and are hereby incorporated by reference.

Section 8.12 Escrow Imbalance . Seller shall, no later than ten (10) Business Days after learning of any material overdraw, deficit or imbalance in any escrow or reserve account relating to a Purchased Asset, use reasonable efforts to cause the applicable Underlying Obligor to correct and eliminate the same, including by depositing its own funds into such account.

Section 8.13 Guarantee Agreement . If at any time (a) the obligations of any Guarantor under the Guarantee Agreement shall cease to be in effect, (b) any Insolvency Event has occurred with respect to Guarantor, or (c) any violation of any provision set forth in Section 15 of the Guarantee Agreement should occur and be continuing (any of the foregoing events, a “ Guarantee Default ”), then, within sixty (60) days after the occurrence of any such Guarantee Default, Seller shall cause a replacement guarantor acceptable to Buyer to assume in writing all obligations of Guarantor under the Guarantee Agreement or become a Guarantor, as Buyer deems necessary to correct such Guarantee Default.

Section 8.14 Pledge and Security Agreement . Seller shall not take any direct or indirect action that would cause Pledgor to breach any of its covenants under the Pledge and Security Agreement. Seller shall not permit any additional Persons to acquire Equity Interests in Seller other than the Equity Interests owned by Pledgor and pledged to Buyer pursuant to the Pledge Agreement, and Seller shall not permit any sales, assignments, pledges or transfers of the Equity Interests in Seller other than to Buyer. Notwithstanding the foregoing, SPT Seller shall be excluded from each of the covenants set forth in this Section 8.14 .

Section 8.15 Taxes . Seller will continue to be a disregarded entity of Guarantor for U.S. federal income tax purposes. Seller and Guarantor will each timely file all required federal tax returns and all other material tax returns, domestic and foreign, required to be filed by them and will timely pay all federal and other material taxes (including mortgage recording taxes), assessments, fees, and other governmental charges (whether imposed with respect to their income or any of their properties or assets) which become due and payable, other than any such taxes, assessments, fees, or other governmental charges that are being contested in good faith by appropriate proceedings diligently conducted and for which appropriate reserves are established in accordance with GAAP. Seller will provide Buyer with written notice of any material suit or claim relating to any such taxes, whether pending or, to the Knowledge of Seller, threatened by any Governmental Authority.

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Section 8.16 Management Internalization . Seller shall not permit Guarantor to internalize its management without Buyer’s prior written approval, which shall not be unreasonably withheld.

Section 8.17 REIT Status . Guarantor shall at all times continue to be (a) qualified as a REIT as defined in Section 856 of the Code (after giving effect to any cure or corrective periods or allowances, including pursuant to Code Sections 856(c), 857 and 860), (b) entitled to a dividends paid deduction under Section 857 of the Code with respect to dividends paid by it with respect to each taxable year for which it claims a deduction on its Form 1120-REIT filed with the United States Internal Revenue Service, and (c) a publicly traded company listed, quoted or traded on and in good standing in respect of any Stock Exchange. Each of Seller-2, SPT Seller and Seller-2-A shall at all times be a disregarded entity for U.S. federal income tax purposes.

Section 8.18 Post-Closing Obligations .(a) For any Purchased Asset acquired by Seller on the secondary market from unaffiliated third parties, (i) Seller shall deliver fully-executed Irrevocable Redirection Notices to Buyer prior to the later to occur of (x) the next Remittance Date and (y) thirty (30) days from the related Purchase Date, and (ii) if, in Buyer’s determination, Seller does not have a perfected first-priority security interest in each bank account constituting a portion of the collateral pledged in connection with each such Purchased Asset and all amounts and assets at any time credited thereto, or any such security interest is not fully assignable and has not been properly previously fully assigned to Buyer, Seller shall, as soon as reasonably practicable following the Purchase Date, cause the Underlying Obligor and/or collection agent to enter into such contractual arrangements including, without limitation, an Account Control Agreement with Seller that Buyer reasonably deems necessary or desirable in order to validly grant and perfect Seller’s security interest in such accounts, amounts and assets, in form and substance reasonably acceptable to Buyer.

Section 8.19 Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions .

(a) The proceeds of any Transaction shall not be used, directly or indirectly, for any purpose which would breach any applicable Anti-Corruption Laws, Anti-Money Laundering Laws or Sanctions.

(b) Seller and Guarantor shall (i) conduct its business in compliance with applicable Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions; and (ii) maintain policies and procedures designed to promote and achieve compliance with applicable Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions.

(c) The repurchase of any Purchased Asset or any other payment due to Buyer under this Agreement or any other Repurchase Document shall not be funded, directly or indirectly, with proceeds derived from a transaction that would be prohibited by Anti-Corruption Laws, Anti-Money Laundering Laws or Sanctions, or in any manner that would cause Seller or Guarantor or to the knowledge of Seller or Guarantor, any Affiliates of Seller or Guarantor to be in breach of any Anti-Corruption Laws, Anti-Money Laundering Laws or Sanctions.

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(d) With respect to the Purchased Assets that were originated by Seller or any Affiliate of Seller, Seller has conducted the customer identification and customer due diligence required in connection with the origination of each Purchased Asset for purposes of complying with all Anti-Money Laundering Laws, and will maintain sufficient information to identify each such customer for purposes of such Anti-Money Laundering Laws.

Section 8.20 Compliance with Sanctions . The proceeds of any Transaction hereunder will not, directly or indirectly, be used to lend, contribute, or otherwise be made available; (i) to fund any activities or business of or with a Sanctioned Target, or (ii) be used in any manner that would be prohibited by Sanctions or would otherwise cause Buyer to be in breach of any Sanctions. Seller or Guarantor shall notify Buyer in writing not more than three (3) Business Days after becoming aware of any breach of Section 7.18 or this Section 8.20 .

Section 8.21 Beneficial Ownership. To the extent that Seller is a “legal entity customer” under the Beneficial Ownership Regulation, Seller shall promptly give notice to Buyer of any change in the information provided in any Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein and shall promptly deliver an updated Beneficial Ownership Certification to Buyer.

ARTICLE 9

SINGLE‑PURPOSE ENTITY

Section 9.01 Covenants Applicable to Seller . Seller shall (i) own and has owned no assets, and shall not engage in any business, other than the assets and transactions specifically contemplated by this Agreement and any other Repurchase Document ( provided , however , that it shall not be a breach of the foregoing covenant if Seller holds any Senior Interest or Junior Interest in a Whole Loan or Mezzanine Loan which such Senior Interest or Junior Interest does not become a Purchased Asset hereunder provided that such Asset is transferred to an Affiliate of Seller prior to the Purchase Date for the related Purchased Asset), (ii) not incur any Indebtedness or other obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (I) with respect to the Purchased Asset Documents and the Retained Interests, (II) commitments to make loans which may become Eligible Assets, and (III) as otherwise permitted under this Agreement, (iii) not make any loans or advances to any Affiliate or third party and shall not acquire obligations or securities of its Affiliates, in each case other than in connection with the origination or acquisition of Assets for purchase under the Repurchase Documents, (iv) pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) only from its own assets, (v) comply with the provisions of its Governing Documents, (vi) do all things necessary to observe organizational formalities and to preserve its existence, and shall not amend, modify, waive provisions of or otherwise change its Governing Documents in any material respect without the prior written approval of Buyer, (vii) maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates (except that such financial statements may be consolidated to the extent consolidation is required under GAAP or as a matter of Requirements of Law; provided , that (I) appropriate notation shall be made on such financial statements to indicate the separateness of Seller from such Affiliate and to indicate that Seller’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and

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(II) such assets shall also be listed on Seller’s own separate balance sheet) and file its own tax returns (except to the extent consolidation is required or permitted under Requirements of Law), (viii) be, and at all times shall hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, and shall not identify itself or any of its Affiliates as a division of the other, (ix) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations and shall remain Solvent, (x) not engage in or suffer any Change of Control, dissolution, winding up, liquidation, consolidation or merger in whole or in part or convey or transfer all or substantially all of its properties and assets to any Person (except in the ordinary course of its business or as contemplated herein), nor shall Seller adopt, file or effect a Division; (xi) not commingle its funds or other assets with those of any Affiliate or any other Person (except with those of the other Seller in accordance with the terms of the Repurchase Documents) and shall maintain its properties and assets in such a manner that it would not be costly or difficult to identify, segregate or ascertain its properties and assets from those of any Affiliate or any other Person, (xii) maintain its properties, assets and accounts separate from those of any Affiliate or any other Person, (xiii) not hold itself out to be responsible for the debts or obligations of any other Person (except for the other Seller in accordance with the terms of the Repurchase Documents), (xiv) not, without the prior unanimous written consent of all of its Independent Directors or Independent Managers, take any Insolvency Action, (xv) (I) have at all times at least one (1) Independent Director or Independent Manager (whose vote is required to take any Insolvency Action), or such greater number if necessary to comply with customary industry standards then-currently applicable to bankruptcy remote entities, and (II) provide Buyer with up-to-date contact information for each such Independent Director(s) or Independent Manager(s) and a copy of the agreement pursuant to which each Independent Director(s) or Independent Manager(s) consents to and serves as an “Independent Director” or “Independent Manager” for Seller, (xvi) the Governing Documents for Seller shall provide that for so long as any Repurchase Obligations remain outstanding, that (I) Buyer be given at least two (2) Business Days prior notice of the removal and/or replacement of any Independent Director or Independent Manager, together with the name and contact information of the replacement Independent Director or Independent Manager and evidence of the replacement’s satisfaction of the definition of Independent Director or Independent Manager, (II) that, to the fullest extent permitted by law, and notwithstanding any duty otherwise existing at law or in equity, any Independent Director or Independent Manager shall consider only the interests of Seller, including its respective creditors, in acting or otherwise voting on the Insolvency Action, and (III) that, except for duties to Seller as set forth in the immediately preceding clause (including duties to the holders of the Equity Interests in Seller or Seller’s respective creditors solely to the extent of their respective economic interests in Seller, but excluding (A) all other interests of the holders of the Equity Interests in Seller, (B) the interests of other Affiliates of Seller, and (C) the interests of any group of Affiliates of which Seller is a part), the Independent Directors or Independent Managers shall not have any fiduciary duties to the holders of the Equity Interests in Seller, any officer or any other Person bound by the Governing Documents; provided , however , the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing, (xvii) not enter into any transaction with an Affiliate of Seller except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s‑length transaction, (xviii) maintain a sufficient number of

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employees in light of contemplated business operations (xix) use separate stationary, invoices and checks bearing its own name, (xx) allocate fairly and reasonably any overhead for shared office space and for services performed by an employee of an affiliate, (xxi) not pledge its assets to secure the obligations of any other Person, and (xxii) not form, acquire or hold any Subsidiary or own any Equity Interest in any other entity. Notwithstanding the foregoing, SPT Seller shall be excluded from each of the covenants set forth in this Section 9.01 , other than those set forth in clauses (iv) through (x) , (xii) , (xiii) and (xvii) through (xx) hereof.

Section 9.02 Additional Covenants Applicable to Seller . Seller (i) is and shall remain a Delaware limited liability company, (ii) shall have at least one Independent Director or Independent Manager serving as manager of such company, (iii) shall not take any Insolvency Action and shall not cause or permit Pledgor to take any Insolvency Action with respect to Seller, in each case unless all of its Independent Director(s) or Independent Manager(s) then serving as managers of the company shall have consented in writing to such action (directly or indirectly), and (iv) shall have either (A) a member which owns no economic interest in the company, has signed the company’s limited liability company agreement and has no obligation to make capital contributions to the company, or (B) two natural persons or one entity that is not a member of the company, that has signed its limited liability company agreement and that, under the terms of such limited liability company agreement becomes a member of the company immediately prior to the resignation or dissolution of the last remaining member of the company ceasing to be a member of the company. Notwithstanding the foregoing, SPT Seller shall be excluded from each of the covenants set forth in this Section 9.02 .

ARTICLE 10

EVENTS OF DEFAULT AND REMEDIES

Section 10.01 Events of Default . Each of the following events shall be an “ Event of Default ”:

(a) Seller fails to make a payment of (i) Margin Deficit or Repurchase Price (other than Price Differential) when due, whether by acceleration or otherwise, (ii) Price Differential when due, or (iii) any other amount when due, in each case under the Repurchase Documents;

(b) Seller fails to observe or perform in any material respect any other Repurchase Obligation of Seller under the Repurchase Documents or the Purchased Asset Documents to which Seller is a party, and (except in the case of a failure to perform or observe the Repurchase Obligations of Seller under Section 8.04 and 18.08(a) ) such failure continues unremedied for five (5) Business Days after the earlier of receipt of notice thereof from Buyer or the discovery of such failure by Seller (or such longer period as agreed to by Buyer, not to exceed fifteen (15) days from the date of the underlying breach, but only if such underlying breach is capable of being cured and so long as Seller diligently and continuously takes all actions necessary to cure such underlying breach);

(c) any Representation Breach (other than a Representation Breach arising out of any of the representations and warranties set forth on Schedule 1(a) , 1(b) , 1(c) and 1(d) hereto,

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which will not, in and of themselves, be Events of Default) exists and continues unremedied for ten (10) Business Days after the earlier of receipt of notice thereof from Buyer or the discovery of such Representation Breach by Seller;

(d) Seller or Guarantor defaults beyond any applicable grace period in paying any amount or performing any obligation under any Indebtedness, Guarantee Obligation or Contractual Obligation with an outstanding amount of at least $100,000 with respect to Seller, or $25,000,000 with respect to Guarantor, and the effect of such default is to permit the acceleration thereof (regardless of whether such default is waived or such acceleration occurs);

(e) Seller or Guarantor defaults beyond any applicable grace period in paying any amount or performing any obligation due to Buyer or any Affiliate of Buyer under any other financing, hedging, security or other agreement between Seller or Guarantor and Buyer or any Affiliate of Buyer;

(f) an Insolvency Event occurs with respect to Seller, any Intermediate Starwood Entity or Guarantor;

(g) a Change of Control occurs with respect to Seller, Manager, any Intermediate Starwood Entity or Guarantor, without the prior written consent of Buyer, not to be unreasonably withheld;

(h) a final judgment or judgments for the payment of money in excess of $100,000 with respect to Seller, or $25,000,000 with respect to Guarantor, in each case in the aggregate and in each case that is not insured against is entered against Seller or Guarantor by one or more Governmental Authorities and the same is not satisfied, discharged (or provision has not been made for such discharge) or bonded, or a stay of execution thereof has not been procured, within thirty (30) days from the date of entry thereof;

(i) a Governmental Authority takes any action to (i) condemn, seize or appropriate, or assume custody or control of, all or any substantial part of the property of Seller, (ii) displace the management of Seller or curtail its authority in the conduct of the business of Seller, or (iii) terminate the activities of Seller as contemplated by the Repurchase Documents;

(j) Seller, any Intermediate Starwood Entity or Guarantor admits in writing that it is not Solvent or is not able to perform any of its Repurchase Obligations, Contractual Obligations, Guarantee Obligations, Capital Lease Obligations or Off‑Balance Sheet Obligations;

(k) any provision of the Repurchase Documents, any right or remedy of Buyer or obligation, covenant, agreement or duty of Seller thereunder, or any Lien, security interest or control granted under or in connection with the Repurchase Documents, Pledged Collateral or Purchased Assets terminates, is declared null and void, ceases to be valid and effective, ceases to be the legal, valid, binding and enforceable obligation of Seller or any other Person, or the validity, effectiveness, binding nature or enforceability thereof is contested, challenged, denied or repudiated by Seller or any other Person, in each case directly, indirectly, in whole or in part, except that, Seller have a period of three (3) Business Days from the date of each such violation

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to either repurchase the related Purchased Asset from Buyer pursuant to Section 3.04 or cure the related breach, as such cure is determined by Buyer or any Pledged Collateral;

(l) Buyer ceases for any reason to have a valid and perfected first priority security interest in any Purchased Asset except that, Seller have a period of three (3) Business Days from the date of each such violation to cure the related breach, as such cure is determined by Buyer;

(m) Seller, any Intermediate Starwood Entity or Guarantor is required to register as an “investment company” (as defined in the Investment Company Act) or the arrangements contemplated by the Repurchase Documents shall require registration of Seller, Manager, any Intermediate Starwood Entity or Guarantor as an “investment company”;

(n) Seller engages in any conduct or action where Buyer’s prior consent is required by any Repurchase Document and Seller fails to obtain such consent;

(o) Seller, Servicer, Guarantor, Manager, any Intermediate Starwood Entity or any other Person or, due to the action or inaction of any of the foregoing, (but not merely as a result of the unprompted failure by any Underlying Obligor to make a payment under a Purchased Asset) any Underlying Obligor or any other Person fails to deposit to one of the Servicing Agreement Accounts or the Waterfall Account all Income and other amounts as required by Section 5.01 and other provisions of this Agreement within two (2) Business Days of when due;

(p) Guarantor’s audited annual financial statements or the notes thereto or other opinions or conclusions stated therein are qualified or limited by reference to the status of Guarantor as a “going concern” or a reference of similar import, other than a qualification or limitation expressly related to Buyer’s rights in the Purchased Assets;

(q) Guarantor (i) fails (A) to qualify as a REIT (after giving effect to any cure or corrective periods or allowances or other actions, including pursuant to Code Sections 856(c), 857, and 860, permitted to be taken by Guarantor to maintain its REIT status), or (B) to continue to be entitled to a dividends paid deduction under Section 857 of the Code with respect to dividends paid by it and therefore fails the requirements of Code Section 857(a)(1) (after giving effect to any cure or corrective provisions, including pursuant to Code Section 860) or (ii) enters into a “prohibited transaction” as defined in Section 857(b)(6)(B)(iii) of the Code (taking into account Sections 857(b)(6)(C), 857(b)(6)(D) and 857(b)(6) (E) of the Code) that results in “prohibited transactions taxes” having an amount greater than $25,000,000 being imposed on Guarantor;

(r) any termination event, default or event of default (however defined) shall have occurred with respect to a Seller Party under any Interest Rate Protection Agreement and either (i) same is not cured, (ii) a replacement Interest Rate Protection Agreement acceptable to Buyer in its reasonable discretion has not been entered into and assigned to Buyer or (iii) the related Purchased Asset is not repurchased by Seller on or before the earlier to occur of (I) the date that is ten (10) Business Days after the occurrence of any such event and (II) the next Remittance Date;

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(s) Guarantor breaches any of the obligations, terms or conditions set forth in the Guarantee Agreement and such breach remains uncured for at least three (3) Business Days;

(t) any Material Modification is made to any Purchased Asset Document without the prior written consent of Buyer; provided , however, that if any Material Modification is made with respect to a NCPPP Purchased Asset without Buyer’s consent, such Material Modification shall not constitute an Event of Default if Seller did not have the right to consent to same; or

(u) Seller adopts, files, or effects a Division.

Section 10.02 Remedies of Buyer as Owner of the Purchased Assets . If an Event of Default exists, at the option of Buyer, exercised by notice to Seller (which option shall be deemed to be exercised, even if no notice is given, automatically and immediately upon the occurrence of an Event of Default under Section 10.01(f) ), the Repurchase Date for all Purchased Assets shall be deemed automatically and immediately to occur (the date on which such option is exercised or deemed to be exercised, the “ Accelerated Repurchase Date ”). If Buyer exercises or is deemed to have exercised the foregoing option:

(a) All Repurchase Obligations shall become immediately due and payable on and as of the Accelerated Repurchase Date and Buyer may, upon the delivery of notice thereof to Seller, terminate this Agreement, except provisions of this Agreement which by their terms survive any such termination of the Agreement or the transactions contemplated hereby.

(b) All amounts in the Waterfall Account and/or in the Servicing Agreement Account established and maintained under the Servicing Agreement, together with all Income paid after the Accelerated Repurchase Date, shall be retained by Buyer and applied in accordance with Article 5 .

(c) Buyer may complete any assignments, allonges, endorsements, powers or other documents or instruments executed in blank and otherwise obtain physical possession of all Purchased Asset Documents and all other instruments, certificates and documents then held by or on behalf of Custodian under the Custodial Agreement. Buyer may obtain physical possession of all Servicing Files, Servicing Agreements and other files and records of Seller or Servicer. Seller shall deliver to Buyer such assignments and other documents with respect thereto as Buyer shall request.

(d) Buyer may immediately, at any time, and from time to time, exercise either of the following remedies with respect to any or all of the Purchased Assets: (i) sell such Purchased Assets on a servicing-released basis and/or without providing any representations and warranties on an “as‑is where is” basis, in a recognized market and by means of a public or private sale at such price or prices as Buyer accepts, and apply the net proceeds thereof in accordance with Article 5 , or (ii) retain such Purchased Assets and give Seller credit against the Repurchase Price for such Purchased Assets (or if the amount of such credit exceeds the Repurchase Price for such Purchased Assets, to credit against other Repurchase Obligations due and any other amounts (without duplication) then owing to Buyer by any other Person pursuant to any Repurchase Document, in such order and in such amounts as determined by Buyer), in an

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amount equal to the market value of such Purchased Assets. Until such time as Buyer exercises either such remedy with respect to a Purchased Asset, Buyer may hold such Purchased Asset for its own account and retain all Income with respect thereto and apply such Income in accordance with Article 5 .

(e) The Parties agree that the Purchased Assets are of such a nature that they may decline rapidly in value, and may not have a ready or liquid market. Accordingly, Buyer shall not be required to sell more than one Purchased Asset on a particular Business Day, to the same purchaser or in the same manner. Buyer may determine whether, when and in what manner a Purchased Asset shall be sold, it being agreed that both a good faith public and a good faith private sale shall be deemed to be commercially reasonable. Except as expressly required herein or in the other Repurchase Documents, Buyer shall not be required to give notice to Seller or any other Person prior to exercising any remedy following the occurrence of an Event of Default. If no prior notice is given, Buyer shall give notice to Seller of the remedies exercised by Buyer promptly thereafter. Buyer shall act in good faith in exercising its rights and remedies under this Article 10.

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

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

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

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

(j) All rights and remedies of Buyer under the Repurchase Documents, including those set forth in Section 18.17, are cumulative and not exclusive of any other rights or remedies that Buyer may have and may be exercised at any time when an Event of Default exists. Such rights and remedies may be enforced without prior judicial process or hearing. Seller agrees that nonjudicial remedies are consistent with the usages of the trade, are responsive to commercial necessity and are the result of a bargain at arm’s‑length. Seller hereby expressly waives any defenses Seller might have to require Buyer to enforce its rights by judicial process

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or otherwise arising from the use of nonjudicial process, disposition of any or all of the Purchased Assets, or any other election of remedies.

ARTICLE 11

SECURITY INTEREST

Section 11.01 Grant . Buyer and Seller intend that the Transactions be sales to Buyer of the Purchased Assets and not loans from Buyer to Seller secured by the Purchased Assets. However, to preserve and protect Buyer’s rights with respect to the Purchased Assets and under the Repurchase Documents if any Governmental Authority recharacterizes any Transaction with respect to a Purchased Asset as other than a sale, and as security for Seller’s payment and performance of the Repurchase Obligations, Seller hereby grants to Buyer a present Lien on and security interest in all of the right, title and interest of Seller in, to and under (i) the Purchased Assets (which for this purpose shall be deemed to include the items described in clause (B) of the proviso in the definition thereof), and (ii) each Interest Rate Protection Agreement with each Hedge Counterparty relating to each Purchased Asset, and the transfer of the Purchased Assets to Buyer shall be deemed to constitute and confirm such grant, to secure the payment and performance of the Repurchase Obligations (including the obligation of Seller to pay the Repurchase Price, or if the related Transaction is recharacterized as a loan, to repay such loan for the Repurchase Price).

Section 11.02 Effect of Grant . If any circumstance described in Section 11.01 occurs, (a) this Agreement shall also be deemed to be a security agreement as defined in the UCC, (b) Buyer shall have all of the rights and remedies provided to a secured party by Requirements of Law (including the rights and remedies of a secured party under the UCC and the right to set off any mutual debt and claim) and under any other agreement between Buyer and Seller or between any Affiliated Hedge Counterparty and Seller, (c) without limiting the generality of the foregoing, Buyer shall be entitled to set off the proceeds of the liquidation of the Purchased Assets against all of the Repurchase Obligations, without prejudice to Buyer’s right to recover any deficiency, (d) the possession by Buyer or any of its agents, including Custodian, of the Purchased Asset Documents, the Purchased Assets and such other items of property as constitute instruments, money, negotiable documents, securities or chattel paper shall be deemed to be possession by the secured party for purposes of perfecting such security interest under the UCC and Requirements of Law, and (e) notifications to Persons (other than Buyer) holding such property, and acknowledgments, receipts or confirmations from Persons (other than Buyer) holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents (as applicable) of the secured party for the purpose of perfecting such security interest under the UCC and Requirements of Law. The security interest of Buyer granted herein shall be, and Seller hereby represents and warrants to Buyer and to all other Affiliated Hedge Counterparties that it is, a first priority perfected security interest. For the avoidance of doubt, (A) each Purchased Asset and each Interest Rate Protection Agreement relating to a Purchased Asset secures the Repurchase Obligations of Seller with respect to all other Transactions and all other Purchased Assets, including any Purchased Assets that are junior in priority to the Purchased Asset in question and (B) if an Event of Default exists, no Purchased Asset or Interest Rate Protection Agreement

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relating to a Purchased Asset will be released from Buyer’s Lien or transferred to Seller until the Repurchase Obligations are indefeasibly paid in full; provided , however , notwithstanding the foregoing, Buyer shall be required to release its Lien on any Purchased Asset in the event of a repayment in full by the Underlying Obligor of any Whole Loan, Senior Interest, Junior Interest, Mezzanine Loan or Mezzanine Participation Interest, and Seller’s payment of the Repurchase Price with respect to such Purchased Asset in accordance with Section 3.04 . Notwithstanding the foregoing, the Repurchase Obligations shall be full recourse to Seller.

Section 11.03 Seller to Remain Liable . Buyer and Seller agree that the grant of a security interest under this Article 11 shall not constitute or result in the creation or assumption by Buyer of any Retained Interest or other obligation of Seller or any other Person in connection with any Purchased Asset or any Interest Rate Protection Agreement, whether or not Buyer exercises any right with respect thereto. Seller and any other related Seller Party, as applicable, shall remain liable under the Purchased Assets, each Interest Rate Protection Agreement, the Purchased Asset Documents to perform all of Seller’s or all other Seller Party’s duties and obligations thereunder to the same extent as if the Repurchase Documents had not been executed.

Section 11.04 Waiver of Certain Laws . Seller agrees, to the extent permitted by Requirements of Law, that neither it nor anyone claiming through or under it will set up, claim or seek to take advantage of any appraisement, valuation, stay, extension or redemption law now or hereafter in force in any locality where any Purchased Assets may be situated in order to prevent, hinder or delay the enforcement or foreclosure of this Agreement, or the absolute sale of any of the Purchased Assets or Interest Rate Protection Agreement relating to a Purchased Asset or any part thereof, or the final and absolute putting into possession thereof, immediately after such sale, of the purchasers thereof, and Seller, for itself and all who may at any time claim through or under it, hereby waives, to the full extent that it may be lawful so to do, the benefit of all such laws and any and all right to have any of the properties or assets constituting the Purchased Assets or Interest Rate Protection Agreement relating to a Purchased Asset marshaled upon any such sale, and agrees that Buyer or any court having jurisdiction to foreclose the security interests granted in this Agreement may sell the Purchased Assets and each Interest Rate Protection Agreement relating to a Purchased Asset as an entirety or in such parcels as Buyer or such court may determine.

ARTICLE 12

INCREASED COSTS; CAPITAL ADEQUACY

Section 12.01 Market Disruption . The terms and provisions regarding circumstances affecting the ability to ascertain LIBOR are set forth in the Fee and Pricing Letter, and are hereby incorporated by reference.

Section 12.02 Illegality . The terms and provisions regarding changes in Requirements of Law are set forth in the Fee and Pricing Letter, and are hereby incorporated by reference.

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Section 12.03 Breakfunding . In the event of (a) the failure by Seller to terminate any Transaction after Seller has given a notice of termination pursuant to Section 3.04 , (b) any payment to Buyer on account of the outstanding Repurchase Price, including a payment made pursuant to Section 3.04 but excluding a payment made pursuant to Section 5.02 , on any day other than a Remittance Date (based on the assumption that Buyer funded its commitment with respect to the Transaction in the London Interbank Eurodollar market and using any reasonable attribution or averaging methods that Buyer deems appropriate and practical) (upon request, Buyer shall provide Seller with notice of the underlying calculation methodology), (c) any failure by Seller to sell Eligible Assets to Buyer after Seller has notified Buyer of a proposed Transaction and Buyer has agreed to purchase such Eligible Assets in accordance with this Agreement, or (d) any conversion of the Pricing Rate to the Alternative Rate because LIBOR is not available for any reason on a day that is not the last day of the then‑current Pricing Period, Seller shall compensate Buyer for the cost and expense which Buyer may sustain or incur arising from such event. A certificate of Buyer setting forth any amount or amounts that Buyer is entitled to receive pursuant to this Section 12.03 shall be delivered to Seller and shall be conclusive to the extent calculated in good faith and absent manifest error. Seller shall pay Buyer the amount shown as due on any such certificate within ten (10) days after receipt thereof.

Section 12.04 Increased Costs . The terms and provisions regarding increased costs are set forth in the Fee and Pricing Letter, and are hereby incorporated by reference.

Section 12.05 Capital Adequacy . The terms and provisions regarding capital adequacy are set forth in the Fee and Pricing Letter, and are hereby incorporated by reference.

Section 12.06 Taxes .

(a) Any and all payments by or on account of any obligation of Seller under any Repurchase Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law requires the deduction or withholding of any Tax from any such payment, then Seller shall make (or cause to be made) such deduction or withholding and shall timely pay (or cause to be timely paid) the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by Seller shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 12.06 ) Buyer receives an amount equal to the sum it would have received had no such deduction or withholding been made in respect of such Indemnified Taxes.

(b) Seller shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c) Seller shall indemnify Buyer, within ten (10) Business Days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 12.06) payable or paid by Buyer or required to be withheld or deducted from a payment to Buyer, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A

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certificate as to the amount of such payment or liability delivered to Seller by Buyer shall be conclusive absent manifest error.

(d) As soon as practicable after any payment of Taxes by Seller to a Governmental Authority pursuant to this Section 12.06 , Seller shall deliver to Buyer the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to Buyer.

(e) (i) If Buyer is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Repurchase Document, Buyer shall deliver to Seller, at the time or times reasonably requested by Seller, such properly completed and executed documentation reasonably requested by Seller as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, Buyer, if reasonably requested by Seller, shall deliver such other documentation prescribed by applicable law or reasonably requested by Seller as will enable Seller to determine whether or not Buyer is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 12.06(e)(ii)(A) , Section 12.06(e)(ii)(B) and Section 12.06(e)(ii)(D) below) shall not be required if in Buyer’s reasonable judgment such completion, execution or submission would subject Buyer to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of Buyer.

(ii) Without limiting the generality of the foregoing,

(A) if Buyer is a U.S. Person, it shall deliver to Seller on or prior to the date on which Buyer becomes a Party under this Agreement (and from time to time thereafter upon the reasonable request of Seller), executed copies of IRS Form W-9 certifying that Buyer is exempt from U.S. federal backup withholding tax;

(B) if Buyer is a Foreign Buyer, it shall, to the extent it is legally entitled to do so, deliver to Seller (in such number of copies as shall be requested by Seller) on or prior to the date on which Buyer becomes a Party under this Agreement (and from time to time thereafter upon the reasonable request of Seller), whichever of the following is applicable:

(I) in the case of a Foreign Buyer claiming the benefits of an income tax treaty to which the United States is a party, (x) with respect to payments of interest under any Repurchase Document, executed copies of IRS Form W‑8BEN or IRS Form W‑8BEN‑E (as applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Repurchase Document, IRS Form W‑8BEN or IRS Form W‑8BEN‑E (as applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

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(II) executed copies of IRS Form W‑8ECI;

(III) in the case of a Foreign Buyer claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (x) a certificate to the effect that such Foreign Buyer is not a “bank” within the meaning of section 881(c)(3)(A) of the Code, a “10 percent shareholder” of Seller within the meaning of section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code (a “ U.S. Tax Compliance Certificate ”) and (y) executed copies of IRS Form W‑8BEN or IRS Form W‑8BEN‑E (as applicable); or

(IV) to the extent a Foreign Buyer is not the beneficial owner, executed copies of IRS Form W‑8IMY, accompanied by IRS Form W‑8ECI, IRS Form W‑8BEN, IRS Form W‑8BEN‑E, a U.S. Tax Compliance Certificate or IRS Form W‑9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Buyer is a partnership and one or more direct or indirect partners of such Foreign Buyer are claiming the portfolio interest exemption, such Foreign Buyer may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner;

(C) if Buyer is a Foreign Buyer, it shall, to the extent it is legally entitled to do so, deliver to Seller (in such number of copies as shall be requested by Seller) on or prior to the date on which Buyer becomes a Party under this Agreement (and from time to time thereafter upon the reasonable request of Seller), executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit Seller to determine the withholding or deduction required to be made; and

(D) if a payment made to Buyer under any Repurchase Document would be subject to U.S. federal withholding Tax imposed by FATCA if Buyer were to fail to comply with the applicable reporting requirements of FATCA (including those contained in section 1471(b) or 1472(b) of the Code, as applicable), Buyer shall deliver to Seller at the time or times prescribed by law and at such time or times reasonably requested by Seller such documentation prescribed by applicable law (including as prescribed by section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by Seller as may be necessary for Seller to comply with its obligations under FATCA and to determine that Buyer has complied with Buyer’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include all amendments made to FATCA after the date of this Agreement.

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Buyer agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify Seller in writing of its legal inability to do so.

(f) If any Party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 12.06 (including by the payment of additional amounts pursuant to this Section 12.06 ), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 12.06 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this Section 12.06(f) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 12.06(f) , in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this Section 12.06(f) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This Section 12.06(f) shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(g) For the avoidance of doubt, for purposes of this Section 12.06 , the term “applicable law” includes FATCA.

Section 12.07 Payment and Survival of Obligations . Buyer may at any time send Seller a notice showing the calculation of any amounts payable pursuant to this Article 12 , and Seller shall pay such amounts to Buyer within ten (10) Business Days after Seller receives such notice. The obligations of Seller under this Article 12 shall apply to Eligible Assignees and Participants and survive any assignment of rights by, or the replacement of Buyer, the termination of the Transactions, the termination of this Agreement, and the repayment, satisfaction or discharge of all obligations under any Repurchase Document.

ARTICLE 13

INDEMNITY AND EXPENSES

Section 13.01 Indemnity .

(a) Seller shall release, defend, indemnify and hold harmless Buyer, Affiliates of Buyer and its and their respective officers, directors, shareholders, partners, members, owners, employees, agents, attorneys, Affiliates and advisors (each an “ Indemnified Person ” and collectively the “ Indemnified Persons ”), against, and shall hold each Indemnified Person harmless, on an after-Tax basis, from and against any and all liabilities, obligations, losses,

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damages, penalties, actions, judgments, suits, fees, costs, expenses (including reasonable legal fees, charges, and disbursements of any counsel for any such Indemnified Person and expenses), penalties or fines of any kind that may be imposed on, incurred by or asserted against any such Indemnified Person (collectively, the “ Indemnified Amounts ”) in any way relating to, arising out of or resulting from or in connection with (i) the Repurchase Documents, the Purchased Asset Documents, the Purchased Assets, the Pledged Collateral, the Transactions, any Mortgaged Property or related property, or any action taken or omitted to be taken by any Indemnified Person in connection with or under any of the foregoing, or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of any Repurchase Document, any Transaction, any Purchased Asset, any Purchased Asset Document or any Pledged Collateral, (ii) any claims, actions or damages by an Underlying Obligor (and, in the case of a Mezzanine Loan or Mezzanine Participation Interest, the Underlying Obligor with respect to the related Whole Loan) or lessee with respect to a Purchased Asset, (iii) any violation or alleged violation of, non-compliance with or liability under any Requirements of Law, (iv) ownership of, Liens on, security interests in or the exercise of rights or remedies under any of the items referred to in the preceding clause (i), (v) any accident, injury to or death of any person or loss of or damage to property occurring in, on or about any Mortgaged Property or on the adjoining sidewalks, curbs, parking areas, streets or ways, (vi) any use, nonuse or condition in, on or about, or possession, alteration, repair, operation, maintenance or management of, any Mortgaged Property or on the adjoining sidewalks, curbs, parking areas, streets or ways, (vii) any failure by Seller to perform or comply with any Repurchase Document, Purchased Asset Document or Purchased Asset, (viii) performance of any labor or services or the furnishing of any materials or other property in respect of any Mortgaged Property or Purchased Asset, (ix) any claim by brokers, finders or similar Persons claiming to be entitled to a commission in connection with any lease or other transaction involving any Repurchase Document, Purchased Asset or Mortgaged Property, (x) the execution, delivery, filing or recording of any Repurchase Document, Purchased Asset Document or any memorandum of any of the foregoing, (xi) any Lien or claim arising on or against any Purchased Asset or related Mortgaged Property under any Requirements of Law or any liability asserted against Buyer or any Indemnified Person with respect thereto, (xii) (1) a past, present or future violation or alleged violation of any Environmental Laws in connection with any Mortgaged Property by any Person or other source, whether related or unrelated to Seller or any Underlying Obligor (and, in the case of a Mezzanine Loan or Mezzanine Participation Interest, the Underlying Obligor with respect to the related Whole Loan), (2) any presence of any Materials of Environmental Concern in, on, within, above, under, near, affecting or emanating from any Mortgaged Property in violation of Environmental Law, (3) the failure to timely perform any Remedial Work required under the Purchased Asset Documents or pursuant to Environmental Law, (4) any past, present or future activity by any Person or other source, whether related or unrelated to Seller or any Underlying Obligor (and, in the case of a Mezzanine Loan or Mezzanine Participation Interest, the Underlying Obligor with respect to the related Whole Loan) in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from any Mortgaged Property of any Materials of Environmental Concern at any time located in, under, on, above or affecting any Mortgaged Property, in each case, in violation of Environmental Law, (5) any past, present or future actual Release (whether intentional or unintentional, direct or indirect, foreseeable or unforeseeable) to,

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from, on, within, in, under, near or affecting any Mortgaged Property by any Person or other source, whether related or unrelated to Seller or any Underlying Obligor (and, in the case of a Mezzanine Loan or Mezzanine Participation Interest, the Underlying Obligor with respect to the related Whole Loan), in each case, in violation of Environmental Law, (6) the imposition, recording or filing or the threatened imposition, recording or filing of any Lien on any Mortgaged Property with regard to, or as a result of, any Materials of Environmental Concern or pursuant to any Environmental Law, or (7) any misrepresentation or failure to perform any obligations pursuant to any Repurchase Document, or Purchased Asset Document relating to environmental matters in any way, (xiii) any business communications or dealings between the Parties relating thereto, or (xiv) Seller’s conduct, activities, actions and/or inactions in connection with, relating to or arising out of any of the foregoing clauses of this Section 13.01 , that, in each case, results from anything whatsoever other than any Indemnified Person’s gross negligence or intentional misconduct, as determined by a court of competent jurisdiction pursuant to a final, non‑appealable judgment. In any suit, proceeding or action brought by an Indemnified Person in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller shall defend, indemnify and hold such Indemnified Person harmless from and against all expense, loss or damage suffered by reason of any defense, set‑off, counterclaim, recoupment or reduction of liability whatsoever of the account debtor or Underlying Obligor (and, in the case of a Mezzanine Loan or Mezzanine Participation Interest, the Underlying Obligor with respect to the related Whole Loan) arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or Underlying Obligor (and, in the case of a Mezzanine Loan or Mezzanine Participation Interest, the Underlying Obligor with respect to the related Whole Loan) from Seller. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 13.01 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by Seller, an Indemnified Person or any other Person or any Indemnified Person is otherwise a party thereto and whether or not any Transaction is entered into. This Section 13.01(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

(b) If for any reason the indemnification provided in this Section 13.01 is unavailable to the Indemnified Person or is insufficient to hold an Indemnified Person harmless, even though such Indemnified Person is entitled to indemnification under the express terms hereof, then Seller shall contribute to the amount paid or payable by such Indemnified Person as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative benefits received by such Indemnified Person on the one hand and Seller on the other hand, the relative fault of such Indemnified Person, and any other relevant equitable considerations.

(c) An Indemnified Person may at any time send Seller a notice showing the calculation of Indemnified Amounts, and Seller shall pay such Indemnified Amounts to such Indemnified Person within ten (10) Business Days after Seller receives such notice. The obligations of Seller under this Section 13.01 shall apply (without duplication) to Eligible Assignees and Participants and survive the termination of this Agreement.

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Section 13.02 Expenses . Seller shall promptly on demand pay to or as directed by Buyer all third‑party out‑of‑pocket costs and expenses (including legal, accounting and advisory fees and expenses) incurred by Buyer in connection with (a) the development, evaluation, preparation, negotiation, execution, consummation, delivery and administration of, and any amendment, supplement or modification to, or extension, renewal or waiver of, the Repurchase Documents and the Transactions, (b) any Asset or Purchased Asset, including pre‑purchase and/or ongoing due diligence, inspection, testing, review, recording, registration, travel custody, care, insurance or preservation, (c) the enforcement of the Repurchase Documents or the payment or performance by Seller of any Repurchase Obligations, and (d) any actual or attempted sale, exchange, enforcement, collection, compromise or settlement relating to the Purchased Assets.

ARTICLE 14

INTENT

Section 14.01 Safe Harbor Treatment . The Parties intend (a) for this Agreement and each Transaction to qualify for the safe harbor treatment provided by the Bankruptcy Code and for Buyer to be entitled to all of the rights, benefits and protections afforded to Persons under the Bankruptcy Code with respect to a “repurchase agreement” as defined in Section 101(47) of the Bankruptcy Code (to the extent that a Transaction has a maturity date of less than one (1) year) and a “securities contract” as defined in Section 741(7) of the Bankruptcy Code and that payments and transfers under this Agreement constitute transfers made by, to or for the benefit of a financial institution, financial participant or repo participant within the meaning of Section 546(e) or 546(f) of the Bankruptcy Code, (b) for the Guarantee Agreement and the Pledge Agreement to each constitute a security agreement or arrangement or other credit enhancement within the meaning of Section 101 of the Code related to a “securities contract” as defined in Section 741(7)(A)(xi) of the Bankruptcy Code and, to the extent that the Guarantee Agreement and the Pledge Agreement relate to a Transaction that has a maturity date of less than one (1) year, a “repurchase agreement” as that term is defined in Section 101(47)(A)(v) of the Bankruptcy Code, and (c) that Buyer (for so long as Buyer is a “financial institution,” “financial participant,” “repo participant,” “master netting participant” or other entity listed in Section 555, 559, 561, 362(b)(6), 362(b)(7) or 362(b)(27) of the Bankruptcy Code) shall be entitled to the “safe harbor” benefits and protections afforded under the Bankruptcy Code with respect to a “repurchase agreement,” “securities contract” and a “master netting agreement,” including (x) the rights, set forth in Article 10 and in Sections 555, 559 and 561 of the Bankruptcy Code, to liquidate the Purchased Assets and terminate this Agreement, and (y) the right to offset or net out as set forth in Article 10 and Section 18.17 and in Sections 362(b)(6), 362(b)(7), 362(b)(27), 362(o) and 546 of the Bankruptcy Code.

Section 14.02 Liquidation . The Parties intend that Buyer’s right to liquidate Purchased Assets delivered to it in connection with Transactions hereunder or to exercise any setoff and netting rights under Section 18.17 or any other remedies pursuant to Articles 10 and 11 and as otherwise provided in the Repurchase Documents is a contractual right to liquidate such Transactions as described in Sections 555, 559 and 561 of the Bankruptcy Code.

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

Section 14.04 Netting Contract . The Parties acknowledge and agree that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“ FDICIA ”) and each payment entitlement and payment obligation under any Transaction shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation,” respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA).

Section 14.05 Master Netting Agreement . The Parties intend that this Agreement, the Guarantee Agreement and the Pledge and Security Agreement constitute a “master netting agreement” as defined in Section 101(38A) of the Bankruptcy Code.

ARTICLE 15

DISCLOSURE RELATING TO CERTAIN FEDERAL PROTECTIONS

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

(a) if one of the Parties is a broker or dealer registered with the Securities and Exchange Commission under Section 14 of the Exchange Act, the Securities Investor Protection Corporation has taken the position that the provisions of the Securities Investor Protection Act of 1970 do not protect the other Party with respect to any Transaction;

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

(c) if one of the Parties is a financial institution, funds held by or on behalf of the financial institution pursuant to any Transaction are not a deposit and therefore are not insured by the Federal Deposit Insurance Corporation or the National Credit Union Share Insurance Fund, as applicable; and

(d) if one of the Parties is an “insured depository institution” as that term is defined in Section 1813(c)(2) of Title 12 of the United States Code, funds held by or on behalf of the financial institution pursuant to any Transaction are not a deposit and therefore are not insured by the Federal Deposit Insurance Corporation, the Savings Association Insurance Fund or the Bank Insurance Fund, as applicable.

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ARTICLE 16

NO RELIANCE

Each Party acknowledges, represents and warrants to the other Party that, in connection with the negotiation of, entering into, and performance under, the Repurchase Documents and each Transaction:

(a) It is not relying (for purposes of making any investment decision or otherwise) on any advice, counsel or representations (whether written or oral) of the other Party, other than the representations expressly set forth in the Repurchase Documents;

(b) It has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisors to the extent that it has deemed necessary, and it has made its own investment, hedging and trading decisions (including decisions regarding the suitability of any Transaction) based on its own judgment and on any advice from such advisors as it has deemed necessary and not on any view expressed by the other Party;

(c) It is a sophisticated and informed Person that has a full understanding of all the terms, conditions and risks (economic and otherwise) of the Repurchase Documents and each Transaction and is capable of assuming and willing to assume (financially and otherwise) those risks;

(d) It is entering into the Repurchase Documents and each Transaction for the purposes of managing its borrowings or investments or hedging its underlying assets or liabilities and not for purposes of speculation;

(e) It is not acting as a fiduciary or financial, investment or commodity trading advisor for the other Party and has not given the other Party (directly or indirectly through any other Person) any assurance, guaranty or representation whatsoever as to the merits (either legal, regulatory, tax, business, investment, financial accounting or otherwise) of the Repurchase Documents or any Transaction; and

(f) No partnership or joint venture exists or will exist as a result of the Transactions or entering into and performing the Repurchase Documents.

ARTICLE 17

SERVICING

This Article 17 shall apply to all Purchased Assets.

Section 17.01 Servicing Rights . The terms and provisions governing Servicing Rights under Section 17.01 are set forth in the Fee and Pricing Letter, and are hereby incorporated by reference.

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Section 17.02 Accounts Related to Purchased Assets . All accounts directly related to the Purchased Assets shall be maintained at institutions reasonably acceptable to Buyer, and Seller shall cause each Underlying Obligor to enter into the contractual arrangements with Seller that are necessary in order to create a perfected security interest in favor of Seller in all such accounts, including, without limitation, an Account Control Agreement in form and substance reasonably acceptable to Buyer and its outside counsel. Seller shall execute all documents necessary to assign all of Seller’s rights in such accounts to Buyer.

Section 17.03 Servicing Reports . Seller shall deliver and cause Servicer to deliver to Buyer and Custodian a monthly remittance report no later than two (2) Business Days prior to the related Remittance Date containing servicing information, including those fields reasonably requested by Buyer from time to time, on an asset‑by‑asset basis and in the aggregate, with respect to the Purchased Assets for the month (or any portion thereof) before the date of such report.

Section 17.04 Servicing Agreement Accounts . Sellers shall cause each Servicing Agreement Account which is not maintained at Wells Fargo Bank, N.A. at all times to be (i) established and maintained at an Eligible Institution and (ii) subject to a Servicing Agreement, cash management agreement and/or lockbox account agreement, in each case, in form and substance acceptable to Buyer in its sole discretion.

ARTICLE 18

MISCELLANEOUS

Section 18.01 Governing Law . THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.

Section 18.02 Submission to Jurisdiction; Service of Process . Each of Buyer and Seller irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to the Repurchase Documents, or for recognition or enforcement of any judgment, and each Party irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such State court or, to the fullest extent permitted by applicable law, in such Federal court. Each Party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or the other Repurchase Documents shall

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affect any right that Buyer may otherwise have to bring any action or proceeding arising out of or relating to the Repurchase Documents against Seller or its properties in the courts of any jurisdiction. Each Party irrevocably and unconditionally waives, to the fullest extent permitted by Requirements of Law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to the Repurchase Documents in any court referred to above, and the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each Party irrevocably consents to service of process in the manner provided for notices in Section 18.12 . Nothing in this Agreement will affect the right of any Party hereto to serve process in any other manner permitted by applicable law.

Section 18.03 IMPORTANT WAIVERS .

(a) SELLER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT TO ASSERT A COUNTERCLAIM, OTHER THAN A COMPULSORY COUNTERCLAIM, IN ANY ACTION OR PROCEEDING BROUGHT AGAINST IT BY BUYER OR ANY INDEMNIFIED PERSON.

(b) TO THE EXTENT PERMITTED BY REQUIREMENTS OF LAW, EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE BETWEEN THEM, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, CONNECTED WITH OR RELATED TO THE REPURCHASE DOCUMENTS, THE PURCHASED ASSETS, THE PLEDGED COLLATERAL, THE TRANSACTIONS, ANY DEALINGS OR COURSE OF CONDUCT BETWEEN THEM, OR ANY STATEMENTS (WRITTEN OR ORAL) OR OTHER ACTIONS OF EITHER PARTY. NEITHER PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. INSTEAD, ANY SUCH DISPUTE RESOLVED IN COURT WILL BE RESOLVED IN A BENCH TRIAL WITHOUT A JURY.

(c) TO THE EXTENT PERMITTED BY REQUIREMENTS OF LAW, SELLER HEREBY WAIVES ANY RIGHT TO CLAIM OR RECOVER IN ANY LITIGATION WHATSOEVER INVOLVING ANY INDEMNIFIED PERSON, ANY SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES, WHETHER SUCH WAIVED DAMAGES ARE BASED ON STATUTE, CONTRACT, TORT, COMMON LAW OR ANY OTHER LEGAL THEORY, WHETHER THE LIKELIHOOD OF SUCH DAMAGES WAS KNOWN AND REGARDLESS OF THE FORM OF THE CLAIM OF ACTION, INCLUDING ANY CLAIM OR ACTION ALLEGING GROSS NEGLIGENCE, RECKLESS DISREGARD, WILLFUL OR WONTON MISCONDUCT, FAILURE TO EXERCISE REASONABLE CARE OR FAILURE TO ACT IN GOOD FAITH. NO INDEMNIFIED PERSON OR OTHER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY UNINTENDED RECIPIENTS OF ANY INFORMATION OR OTHER MATERIALS DISTRIBUTED BY IT THROUGH TELECOMMUNICATIONS, ELECTRONIC OR OTHER INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH ANY REPURCHASE DOCUMENT OR THE TRANSACTIONS.

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(d) SELLER CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF BUYER OR AN INDEMNIFIED PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT BUYER OR AN INDEMNIFIED PERSON WOULD NOT SEEK TO ENFORCE ANY OF THE WAIVERS IN THIS SECTION 18.03 IN THE EVENT OF LITIGATION OR OTHER CIRCUMSTANCES. THE SCOPE OF SUCH WAIVERS IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THE REPURCHASE DOCUMENTS, REGARDLESS OF THEIR LEGAL THEORY.

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

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

(g) THE PROVISIONS OF THIS SECTION 18.03 SHALL SURVIVE TERMINATION OF THE REPURCHASE DOCUMENTS AND THE INDEFEASIBLE PAYMENT IN FULL OF THE REPURCHASE OBLIGATIONS.

Section 18.04 Integration; Severability . The Repurchase Documents supersede and integrate all previous negotiations, contracts, agreements and understandings (whether written or oral) between the Parties relating to a sale and repurchase of Purchased Assets and the other matters addressed by the Repurchase Documents, and contain the entire final agreement of the Parties relating to the subject matter thereof. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 18.05 Single Agreement . Seller agrees that (a) each Transaction is in consideration of and in reliance on the fact that all Transactions constitute a single business and contractual relationship, and that each Transaction has been entered into in consideration of the other Transactions, (b) a default by it in the payment or performance of any its obligations under a Transaction shall constitute a default by it with respect to all Transactions, (c) Buyer may set off claims and apply properties and assets held by or on behalf of Buyer with respect to any

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Transaction against the Repurchase Obligations owing to Buyer with respect to other Transactions, and (d) payments, deliveries and other transfers made by or on behalf of Seller with respect to any Transaction shall be deemed to have been made in consideration of payments, deliveries and other transfers with respect to all Transactions, and the obligations of Seller to make any such payments, deliveries and other transfers may be applied against each other and netted.

Section 18.06 Use of Employee Plan Assets . No assets of an employee benefit plan subject to any provision of ERISA shall be used by either Party in a Transaction.

Section 18.07 Survival and Benefit of Seller’s Agreements . The Repurchase Documents and all Transactions shall be binding on and shall inure to the benefit of the Parties and their successors and permitted assigns. All of Seller’s representations, warranties, agreements and indemnities in the Repurchase Documents shall survive the termination of the Repurchase Documents and the payment in full of the Repurchase Obligations, and shall apply to and benefit all Indemnified Persons, Buyer and its successors and assigns, Eligible Assignees and Participants hereunder. No other Person shall be entitled to any benefit, right, power, remedy or claim under the Repurchase Documents.

Section 18.08 Assignments and Participations .

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

(b) Buyer may at any time, without the consent of either Seller or Guarantor, sell participations to an Eligible Assignee (a “ Participant ”) in up to one hundred percent (100%) (in the aggregate, in one or more transactions, including any assignments under Section 18.08(c) ) of Buyer’s rights and/or obligations under the Repurchase Documents; provided , that, as conditions to the sale of such participations, (i) Buyer’s obligations and Seller’s rights and obligations under the Repurchase Documents shall remain unchanged, (ii) Buyer shall remain solely responsible to Seller for the performance of such obligations, (iii) Seller shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under the Repurchase Documents, and (iv) each Participant agrees to be bound by the confidentiality provisions set forth in Section 18.10 ; provided , that, so long as no Event of Default has occurred and is continuing, Buyer shall retain full decision-making authority under the Repurchase Documents. No Participant shall have any right to approve any amendment, waiver or consent with respect to any Repurchase Document, except to the extent that the Repurchase Price or Price Differential of any Purchased Asset would be reduced or the Repurchase Date of any Purchased Asset would be postponed. Each Participant shall be entitled to the benefits of Article 12 (subject to the requirements and limitations and obligations set forth therein, including the requirements under Section 12.06(e) (it being understood that the documentation required under Section 12.06(e) shall be delivered to the participating Buyer)) and Article 13 to the same extent as if it had acquired its interest by assignment pursuant to Section 18.08(c) , provided that such Participant shall not be entitled to receive any greater payment under Section 12.04 or Section 12.06 than its participating Buyer would have been entitled to receive, except to the

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extent such entitlement to receive a greater payment results from the adoption of or any change in any Requirements of Law or in the interpretation or application thereof by a Governmental Authority or compliance by Buyer or such Participant with a request or directive (whether or not having the force of law) from a central bank or other Governmental Authority having jurisdiction over Buyer or such Participant, in each case made or issued after the Participant acquired the applicable participation. To the extent permitted by Requirements of Law, each Participant shall also be entitled to the benefits of Sections 10.02(j) and 18.17 to the same extent as if it had acquired its interest by assignment pursuant to Section 18.08(c) .

(c) Buyer may at any time, without the consent of either Seller or Guarantor but upon notice to Seller, sell and assign to any Eligible Assignee up to one hundred percent (100%) (in the aggregate, in one or more transactions, and including any participations under Section 18.08(b) ) of the rights and obligations of Buyer under the Repurchase Documents. Each such assignment shall be made pursuant to an Assignment and Acceptance substantially in the form of Exhibit F (an “ Assignment and Acceptance ”), a copy of which shall be delivered to Seller as soon as reasonably possible after the execution thereof. From and after the effective date of such Assignment and Acceptance, (i) each such Eligible Assignee shall be a Party and, to the extent provided therein, have the rights and obligations of Buyer under the Repurchase Documents with respect to the percentage and amount of the Repurchase Price allocated to it; provided that, so long as no Event of Default has occurred and is continuing, Buyer shall remain solely responsible to Seller for the performance of Buyer’s obligations under the Repurchase Documents, (ii) so long as no Event of Default has occurred and is continuing, Seller shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under the Repurchase Documents, and (iii) Buyer will give prompt written notice thereof (including identification of the Eligible Assignee and the amount of Repurchase Price allocated to it) to each Party (but Buyer shall not have any liability for any failure to timely provide such notice). Any sale or assignment by Buyer of rights or obligations under the Repurchase Documents that does not comply with this Section 18.08(c) shall be treated for purposes of the Repurchase Documents as a sale by such Buyer of a participation in such rights and obligations in accordance with Section 18.08(b) .

(d) Seller shall cooperate with Buyer in connection with any such sale and assignment of participations, syndications or assignments and shall enter into such restatements of, and amendments, supplements and other modifications to, the Repurchase Documents to give effect to any such sale or assignment; provided , that none of the foregoing shall change any economic or other material term of the Repurchase Documents in a manner adverse to Seller without the consent of Seller.

(e) [Intentionally Omitted].

(f) Buyer, acting solely for this purpose as a non-fiduciary agent of Seller, shall maintain a copy of each Assignment and Acceptance and a register for the recordation of the names and addresses of the Eligible Assignees that become Parties hereto and, with respect to each such Eligible Assignee, the aggregate assigned Purchase Price and applicable Price Differential (the “ Register ”). The entries in the Register shall be conclusive absent manifest error, and the Parties shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Buyer for all purposes of this Agreement. The Register shall be available

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for inspection by the Parties at any reasonable time and from time to time upon reasonable prior notice.

(g) Each Party that sells a participation of its rights hereunder, shall, acting solely for this purpose as a non-fiduciary agent of Seller, maintain a register on which it enters the name and address of each Participant and, with respect to each such Participant, the aggregate participated Purchase Price and applicable Price Differential, and any other interest in any obligations under the Repurchase Documents (the “ Participant Register ”); provided that Buyer shall not have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any obligations under any Repurchase Document) to any Person except to the extent that such disclosure is necessary to establish that such obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and Buyer shall treat each Person whose name is recorded in the Participant Register as the owner of the applicable participation for all purposes of this Agreement notwithstanding any notice to the contrary.

Section 18.09 Ownership and Hypothecation of Purchased Assets . Title to all Purchased Assets shall pass to and vest in Buyer on the applicable Purchase Dates and, subject to the terms of the Repurchase Documents, Buyer or its designee shall have free and unrestricted use of all Purchased Assets and be entitled to exercise all rights, privileges and options relating to the Purchased Assets as the owner thereof, including rights of subscription, conversion, exchange, substitution, voting, consent and approval, and to direct any servicer or trustee. Subject to Section 18.08 , Buyer or its designee may, at any time, without the consent of either Seller or Guarantor, engage in repurchase transactions with the Purchased Assets or otherwise sell, pledge, repledge, transfer, hypothecate, or rehypothecate the Purchased Assets to any Eligible Assignee, all on terms that Buyer may determine; provided , that no such transaction shall affect the obligations of Buyer to transfer the Purchased Assets to Seller on the applicable Repurchase Dates free and clear of any pledge, Lien, security interest, encumbrance, charge or other adverse claim. In the event Buyer engages in a repurchase transaction with any of the Purchased Assets or otherwise pledges or hypothecates any of the Purchased Assets, Buyer shall have the right to assign to Buyer’s counterparty any of the applicable representations or warranties herein and the remedies for breach thereof, as they relate to the Purchased Assets that are subject to such repurchase transaction.

Section 18.10 Confidentiality . All information regarding the terms set forth in any of the Repurchase Documents or the Transactions shall be kept confidential and shall not be disclosed by either Party to any Person except (a) to the Affiliates of such Party or its or their respective directors, officers, employees, agents, advisors, attorneys, accountants and other representatives who are informed of the confidential nature of such information and instructed to keep it confidential, (b) to the extent requested by any regulatory authority, stock exchange, government department or agency, or required by Requirements of Law, (c) to the extent required to be included in the financial statements of either Party or an Affiliate thereof, (d) to the extent required to exercise any rights or remedies under the Repurchase Documents, Purchased Assets or underlying Mortgaged Properties, (e) to the extent required to consummate and administer a Transaction, (f) in the event any Party is legally compelled to make pursuant to deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar

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process by court order of a court of competent jurisdiction, and (g) to any actual or prospective Participant, Eligible Assignee or Hedge Counterparty that agrees to comply with this Section 18.10 ; provided , that, except with respect to the disclosures by Buyer under clause (g) of this Section 18.10 , no such disclosure made with respect to any Repurchase Document shall include a copy of such Repurchase Document to the extent that a summary would suffice, but if it is necessary for a copy of any Repurchase Document to be disclosed, all pricing and other economic terms set forth therein shall be redacted before disclosure.

Section 18.11 No Implied Waivers; Amendments . No failure on the part of Buyer to exercise, or delay in exercising, any right or remedy under the Repurchase Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any right or remedy thereunder preclude any further exercise thereof or the exercise of any other right. The rights and remedies in the Repurchase Documents are cumulative and not exclusive of any rights and remedies provided by law. Application of the Default Rate after an Event of Default shall not be deemed to constitute a waiver of any Event of Default or Buyer’s rights and remedies with respect thereto, or a consent to any extension of time for the payment or performance of any obligation with respect to which the Default Rate is applied. Except as otherwise expressly provided in the Repurchase Documents, no amendment, waiver or other modification of any provision of the Repurchase Documents shall be effective without the signed agreement of Seller and Buyer. Any waiver or consent under the Repurchase Documents shall be effective only if it is in writing and only in the specific instance and for the specific purpose for which given .

Section 18.12 Notices and Other Communications . Unless otherwise provided in this Agreement, all notices, consents, approvals, requests and other communications required or permitted to be given to a Party hereunder shall be in writing and sent prepaid by hand delivery, by certified or registered mail, by expedited commercial or postal delivery service, or by facsimile or email if also sent by one of the foregoing, to the address for such Party specified in Annex I or such other address as such Party shall specify from time to time in a notice to the other Party. Any of the foregoing communications shall be effective when delivered, if such delivery occurs on a Business Day; otherwise, each such communication shall be effective on the first Business Day following the date of such delivery. A Party receiving a notice that does not comply with the technical requirements of this Section 18.12 may elect to waive any deficiencies and treat the notice as having been properly given.

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

Section 18.14 No Personal Liability . No administrator, incorporator, Affiliate, owner, member, partner, stockholder, officer, director, employee, agent or attorney of Buyer, any Indemnified Person, Seller, any Intermediate Starwood Entity or Guarantor, as such, shall be subject to any recourse or personal liability under or with respect to any obligation of Buyer,

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Seller, any Intermediate Starwood Entity or Guarantor under the Repurchase Documents, whether by the enforcement of any assessment, by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed that the obligations of Buyer, Seller or Guarantor under the Repurchase Documents are solely their respective corporate, limited liability company or partnership obligations, as applicable, and that any such recourse or personal liability is hereby expressly waived. This Section 18.14 shall survive the termination of the Repurchase Documents and the repayment in full of the Repurchase Obligations , and each beneficiary of this Section 18.14 shall be a third-party beneficiary of this Section 18.14 with rights to enforce this Section .

Section 18.15 Protection of Buyer’s Interests in the Purchased Assets; Further Assurances .

(a) Seller shall take such action as necessary to cause the Repurchase Documents and/or all financing statements and continuation statements and any other necessary documents covering the right, title and interest of Buyer to the Purchased Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect such right, title and interest. Seller shall deliver to Buyer file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. Seller shall execute any and all documents reasonably required to fulfill the intent of this Section 18.15 .

(b) Seller will promptly at its expense execute and deliver such instruments and documents and take such other actions as Buyer may reasonably request from time to time in order to perfect, protect, evidence, exercise and enforce Buyer’s rights and remedies under and with respect to the Repurchase Documents, the Transactions and the Purchased Assets. Seller, Pledgor and Guarantor shall, promptly upon Buyer’s request, deliver documentation in form and substance satisfactory to Buyer which Buyer deems necessary or desirable to evidence compliance with all applicable “know your customer” due diligence checks, including, but not limited to, any information required to be obtained by Buyer pursuant to the Beneficial Ownership Regulation.

(c) If Seller fails to perform any of its Repurchase Obligations promptly after written request from Buyer, Buyer may (but shall not be required to) perform or cause to be performed such Repurchase Obligation, and the costs and expenses incurred by Buyer in connection therewith shall be payable by Seller. Without limiting the generality of the foregoing, if Seller shall fail to do so promptly after written request from Buyer, Seller authorizes Buyer, at the option of Buyer and the expense of Seller, at any time and from time to time, to take all actions and pay all amounts that Buyer deems necessary or appropriate to protect, enforce, preserve, insure, service, administer, manage, perform, maintain, safeguard, collect or realize on the Purchased Assets and Buyer’s Liens and interests therein or thereon and to give effect to the intent of the Repurchase Documents. No Default or Event of Default shall be cured by the payment or performance of any Repurchase Obligation by Buyer on behalf of Seller. Buyer may make any such payment in accordance with any bill, statement or estimate procured from the appropriate public office or holder of the claim to be discharged without inquiry into the accuracy of such bill, statement or estimate or into the validity of any tax

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assessment, sale, forfeiture, tax Lien, title or claim except to the extent such payment is being contested in good faith by Seller in appropriate proceedings and against which adequate reserves are being maintained in accordance with GAAP.

(d) Without limiting the generality of the foregoing, Seller will no earlier than six (6) months or later than three (3) months before the fifth (5 th ) anniversary of the date of filing of each UCC financing statement filed in connection with any Repurchase Document or any Transaction, (i) deliver and file or cause to be filed an appropriate continuation statement with respect to such financing statement ( provided that Buyer may elect to file such continuation statement), and (ii) if requested by Buyer, deliver or cause to be delivered to Buyer an opinion of counsel, in form and substance reasonably satisfactory to Buyer, confirming and updating the security interest opinion delivered pursuant to Section 6.01(a) with respect to perfection and otherwise to the effect that the security interests hereunder continue to be enforceable and perfected security interests, senior to the rights of any other creditor of Seller , which opinion may contain usual and customary assumptions, limitations and exceptions.

(e) Except as provided in the Repurchase Documents, the sole duty of Buyer, Custodian or any other designee or agent of Buyer with respect to the Purchased Assets shall be to use reasonable care in the custody, use, operation and preservation of the Purchased Assets in its possession or control. Buyer shall incur no liability to Seller or any other Person for any act of Governmental Authority, act of God or other destruction in whole or in part or negligence or wrongful act of custodians or agents selected by Buyer with reasonable care, or Buyer’s failure to provide adequate protection or insurance for the Purchased Assets. Buyer shall have no obligation to take any action to preserve any rights of Seller in any Purchased Asset against prior parties, and Seller hereby agrees to take such action. Buyer shall have no obligation to realize upon any Purchased Asset except through proper application of any distributions with respect to the Purchased Assets made directly to Buyer or its agent(s). So long as Buyer and Custodian shall act in good faith in their handling of the Purchased Assets, Seller waives or is deemed to have waived the defense of impairment of the Purchased Assets by Buyer and Custodian.

Section 18.16 Default Rate . To the extent permitted by Requirements of Law, Seller shall pay interest at the Default Rate on the amount of all Repurchase Obligations not paid when due under the Repurchase Documents until such Repurchase Obligations are paid or satisfied in full.

Section 18.17 Set-off . In addition to any rights now or hereafter granted under the Repurchase Documents, Requirements of Law or otherwise, Seller, on behalf of itself and Guarantor, hereby grants to Buyer and each Indemnified Person, to secure repayment of the Repurchase Obligations, a right of set‑off upon any and all of the following: monies, securities, collateral or other property of Seller and Guarantor and any proceeds from the foregoing, now or hereafter held or received by Buyer, any Affiliate of Buyer or any Indemnified Person, for the account of Seller or Guarantor, whether for safekeeping, custody, pledge, transmission, collection or otherwise, and also upon any and all deposits (general, specified, special, time, demand, provisional or final) and credits, claims or Indebtedness of Seller or Guarantor at any time existing, and any obligation owed by Buyer or any Affiliate of Buyer to Seller or Guarantor and to set-off against any Repurchase Obligations or Indebtedness owed by Seller or Guarantor and any Indebtedness owed by Buyer or any Affiliate of Buyer to Seller or Guarantor, in each

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case whether direct or indirect, absolute or contingent, matured or unmatured, whether or not arising under the Repurchase Documents and irrespective of the currency, place of payment or booking office of the amount or obligation and in each case at any time held or owing by Buyer, any Affiliate of Buyer or any Indemnified Person to or for the credit of any Seller or Guarantor, without prejudice to Buyer’s right to recover any deficiency. Each of Buyer, each Affiliate of Buyer and each Indemnified Person is hereby authorized upon any amount becoming due and payable by Seller or Guarantor to Buyer or any Indemnified Person under the Repurchase Documents, the Repurchase Obligations or otherwise or upon the occurrence of an Event of Default, without notice to Seller or Guarantor, any such notice being expressly waived by Seller and Guarantor to the extent permitted by any Requirements of Law, to set‑off, appropriate, apply and enforce such right of set-off against any and all items hereinabove referred to against any amounts owing to Buyer or any Indemnified Person by Seller or Guarantor under the Repurchase Documents and the Repurchase Obligations, irrespective of whether Buyer, any Affiliate of Buyer or any Indemnified Person shall have made any demand under the Repurchase Documents and regardless of any other collateral securing such amounts, and in all cases without waiver or prejudice of Buyer’s rights to recover a deficiency. Seller and Guarantor shall be deemed directly indebted to Buyer and the other Indemnified Persons in the full amount of all amounts owing to Buyer and the other Indemnified Parties by Seller and Guarantor under the Repurchase Documents and the Repurchase Obligations, and Buyer and the other Indemnified Persons shall be entitled to exercise the rights of set‑off provided for above. ANY AND ALL RIGHTS TO REQUIRE BUYER OR OTHER INDEMNIFIED PERSONS TO EXERCISE THEIR RIGHTS OR REMEDIES WITH RESPECT TO THE PURCHASED ASSETS OR OTHER INDEMNIFIED PERSONS UNDER THE REPURCHASE DOCUMENTS, PRIOR TO EXERCISING THE FOREGOING RIGHT OF SET-OFF, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED BY SELLER AND GUARANTOR.

Buyer or any Indemnified Person shall promptly notify the affected Seller or Guarantor after any such set-off and application made by Buyer or such Indemnified Person, provided that the failure to give such notice shall not affect the validity of such set-off and application. If an amount or obligation is unascertained, Buyer may in good faith estimate that obligation and set-off in respect of the estimate, subject to the relevant Party accounting to the other Party when the amount or obligation is ascertained. Nothing in this Section 18.17 shall be effective to create a charge or other security interest. This Section 18.17 shall be without prejudice and in addition to any right of set-off, combination of accounts, Lien or other rights to which any Party is at any time otherwise entitled.

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

Section 18.19 Power of Attorney . Seller hereby authorizes Buyer to file such financing statement or statements relating to the Purchased Assets as Buyer deems appropriate. Seller hereby appoints Buyer as Seller’s agent and attorney in fact (a) following a monetary Default, a material non‑monetary Default or any Event of Default, to file any such financing statement or statements and to perform all other acts which Buyer deems appropriate to perfect and continue its ownership interest in and/or the security interest granted hereby, if applicable,

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and (b) following any Event of Default, to protect, preserve and realize upon the Purchased Assets in accordance with the terms of this Agreement and the other Repurchase Documents. This agency and power of attorney is coupled with an interest and is irrevocable without Buyer’s consent. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 18.19 .

Section 18.20 Periodic Due Diligence Review . Buyer may perform continuing due diligence reviews with respect to any or all of the Purchased Assets, Seller and Affiliates of Seller, including ordering new third party reports, for purposes of, among other things, verifying compliance with the representations, warranties, covenants, agreements, duties, obligations and specifications made under the Repurchase Documents or otherwise. Upon reasonable prior notice to Seller, unless a Default or Event of Default exists, in which case no notice is required, Buyer or its representatives may during normal business hours inspect any properties and examine, inspect and make copies of the books and records of Seller and Affiliates of Seller, the Purchased Asset Documents, the Senior Interest Documents and the Servicing Files. Seller shall make available to Buyer one or more knowledgeable financial or accounting officers and representatives of the independent certified public accountants of Seller for the purpose of answering questions of Buyer concerning any of the foregoing. Seller shall cause Servicer to cooperate with Buyer by permitting Buyer to conduct due diligence reviews of the Servicing Files. Buyer may purchase Purchased Assets from Seller based solely on the information provided by Seller to Buyer in the Underwriting Package and the representations, warranties, duties, obligations and covenants contained herein, and Buyer may at any time conduct a partial or complete due diligence review on some or all of the Purchased Assets, including ordering new credit reports and new Appraisals on the underlying Mortgaged Properties and otherwise re‑generating the information used to originate and underwrite such Purchased Assets. Buyer may underwrite such Purchased Assets itself or engage a mutually acceptable third‑party underwriter to do so.

Section 18.21 Time of the Essence . Time is of the essence with respect to all obligations, duties, covenants, agreements, notices or actions or inactions of Seller under the Repurchase Documents.

Section 18.22 PATRIOT Act Notice . Buyer hereby notifies Seller that Buyer is required by the PATRIOT Act to obtain, verify and record information that identifies Seller.

Section 18.23 Successors and Assigns; No Third Party Beneficiaries . Subject to the foregoing, the Repurchase Documents and any Transactions shall be binding upon and shall inure to the benefit of the Parties and their successors and permitted assigns. Nothing in the Repurchase Documents, express or implied, shall give to any Person other than the Parties any benefit or any legal or equitable right, power, remedy or claim under the Repurchase Documents.

Section 18.24 Joint and Several Repurchase Obligations .

(a) Each Seller hereby acknowledges and agrees that (i) each Seller shall be jointly and severally liable to Buyer to the maximum extent permitted by Requirements of Law for all Repurchase Obligations, (ii) the liability of each Seller (A) shall be absolute and unconditional and shall remain in full force and effect (or be reinstated) until all Repurchase

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Obligations shall have been paid in full and the expiration of any applicable preference or similar period pursuant to any Insolvency Law, or at law or in equity, without any claim having been made before the expiration of such period asserting an interest in all or any part of any payment(s) received by Buyer, and (B) until such payment has been made, shall not be discharged, affected, modified or impaired on the occurrence from time to time of any event, including any of the following, whether or not with notice to or the consent of each Seller, (1) the waiver, compromise, settlement, release, modification, supplementation, termination or amendment (including any extension or postponement of the time for payment or performance or renewal or refinancing) of any of the Repurchase Obligations or Repurchase Documents, (2) the failure to give notice to each Seller of the occurrence of an Event of Default, (3) the release, substitution or exchange by Buyer of any Purchased Asset (whether with or without consideration) or the acceptance by Buyer of any additional collateral or the availability or claimed availability of any other collateral or source of repayment or any nonperfection or other impairment of collateral, (4) the release of any Person primarily or secondarily liable for all or any part of the Repurchase Obligations, whether by Buyer or in connection with any Insolvency Proceeding affecting any Seller or any other Person who, or any of whose property, shall at the time in question be obligated in respect of the Repurchase Obligations or any part thereof, (5) the sale, exchange, waiver, surrender or release of any Purchased Asset, guarantee or other collateral by Buyer, (6) the failure of Buyer to protect, secure, perfect or insure any Lien at any time held by Buyer as security for amounts owed by Sellers, or (7) to the extent permitted by Requirements of Law, any other event, occurrence, action or circumstance that would, in the absence of this Section 18.24 , result in the release or discharge of any or both Sellers from the performance or observance of any Repurchase Obligation, (iii) Buyer shall not be required first to initiate any suit or to exhaust its remedies against any Seller or any other Person to become liable, or against any of the Purchased Assets, in order to enforce the Repurchase Documents and each Seller expressly agrees that, notwithstanding the occurrence of any of the foregoing, each Seller shall be and remain directly and primarily liable for all sums due under any of the Repurchase Documents, (iv) when making any demand hereunder against any Seller or any of the Purchased Assets, Buyer may, but shall be under no obligation to, make a similar demand on any other Seller, or otherwise pursue such rights and remedies as it may have against any Seller or any other Person or against any collateral security or guarantee related thereto or any right of offset with respect thereto, and any failure by Buyer to make any such demand, file suit or otherwise pursue such other rights or remedies or to collect any payments from any other Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right offset, or any release of any Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any Seller in a respect of which a demand or collection is not made or Sellers not so released of their obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of Buyer against Sellers (as used herein, the term “demand” shall include the commencement and continuation of legal proceedings), (v) on disposition by Buyer of any property encumbered by any Purchased Assets, each Seller shall be and shall remain jointly and severally liable for any deficiency, (vi) each Seller waives (A) any and all notice of the creation, renewal, extension or accrual of any amounts at any time owing to Buyer by any other Seller under the Repurchase Documents and notice of or proof of reliance by Buyer upon any Seller or acceptance of the obligations of any Seller under this Section 18.24 , and all such amounts, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended,

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amended or waived, in reliance upon the obligations of Sellers under this Agreement, and all dealings between Sellers, on the one hand, and Buyer, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the obligations of Sellers under this Agreement, and (B) diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Seller with respect to any amounts at any time owing to Buyer by any Seller under the Repurchase Documents (except for any notices expressly required under this Agreement or under any other Repurchase Document), and (vii) each Seller shall continue to be liable under this Section 18.24 without regard to (A) the validity, regularity or enforceability of any other provision of this Agreement or any other Repurchase Document, any amounts at any time owing to Buyer by any Seller under the Repurchase Documents, or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyer, (B) any defense, set‑off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Seller against Buyer, or (C) any other circumstance whatsoever (with or without notice to or knowledge of any Seller except for any notices expressly required under this Agreement or under any other Repurchase Document) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Seller for any amounts owing to Buyer by any Seller under the Repurchase Documents, or of Sellers under this Agreement, in bankruptcy or in any other instance.

(b) Each Seller shall remain fully obligated under this Agreement notwithstanding that, without any reservation of rights against any Seller and without notice to or further assent by any Seller, any demand by Buyer for payment of any amounts owing to Buyer by any other Seller under the Repurchase Documents may be rescinded by Buyer and any the payment of any such amounts may be continued, and the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by Buyer (including any extension or postponement of the time for payment or performance or renewal or refinancing of any Repurchase Obligation), and this Agreement and the other Repurchase Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, in accordance with its terms, as Buyer may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by Buyer for the payment of amounts owing to Buyer by Sellers under the Repurchase Documents may be sold, exchanged, waived, surrendered or released. Buyer shall not have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for amounts owing to Buyer by Sellers under the Repurchase Documents, or any property subject thereto.

(c) To the extent that any Seller (the “ Paying Seller ”) pays more than its proportionate share of any payment made hereunder, the Paying Seller shall be entitled to seek and receive contribution from and against the other Seller that has not paid its proportionate share; provided , that the provisions of this Section 18.24 shall not limit the duties, covenants, agreements, obligations and liabilities of any Seller to Buyer, and, notwithstanding any payment or payments made by the Paying Seller hereunder or any setoff or application of funds of the Paying Seller by Buyer, the Paying Seller shall not be entitled to be subrogated to any of the rights of Buyer against the other Seller or any collateral security or guarantee or right of setoff

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held by Buyer, nor shall the Paying Seller seek or be entitled to seek any contribution or reimbursement from the other Seller in respect of payments made by the Paying Seller hereunder, until all Repurchase Obligations are paid in full. If any amount shall be paid to the Paying Seller on account of such subrogation rights at any time when all such amounts shall not have been paid in full, such amount shall be held by the Paying Seller in trust for Buyer, segregated from other funds of the Paying Seller, and shall, forthwith upon receipt by the Paying Seller, be turned over to Buyer in the exact form received by the Paying Seller (duly indorsed by the Paying Seller to Buyer, if required), to be applied against the Repurchase Obligations, whether matured or unmatured, in such order as Buyer may determine.

(d) The Repurchase Obligations are full recourse obligations to each Seller.

(e) Anything herein or in any other Repurchase Document to the contrary notwithstanding, the maximum liability of any Seller hereunder in respect of the liabilities of the other Sellers under this Agreement and the other Repurchase Documents shall in no event exceed the amount which can be guaranteed by each Seller under applicable federal and state laws relating to the insolvency of debtors.

(f) Notwithstanding anything to the contrary contained in the Agreement or the other Transaction Documents, solely with respect to SPT Seller, Buyer and SPT Seller agree that (i) SPT Seller is and shall be severally liable to Buyer pursuant to this Section 18.24 solely with respect to the Future Funding Transactions to which it has entered into, and (ii) SPT Seller is severally liable to Buyer to pay the portion of the Repurchase Price for each Purchased Asset representing the Future Funding Amount on such Purchased Asset with respect to which SPT Seller has entered into a Future Funding Transaction on the related Repurchase Date therefor.

Section 18.25 Effect of Amendment and Restatement . From and after the date hereof, the Fifth Amended and Restated Master Repurchase Agreement is hereby amended, restated and superseded in its entirety by this Agreement. The parties hereto acknowledge and agree that the liens and security interests granted under that certain Master Repurchase and Securities Contract, dated as of August 6, 2010, between Seller 2 and Buyer, as amended and restated by that certain Amended and Restated Master Repurchase and Securities Contract, dated as of February 28, 2011, between and among Seller 2, Seller 2-A and Buyer, as amended and restated by the Second Amended and Restated Master Repurchase and Securities Contract dated as of January 27, 2014 between and among Seller 2, Seller 2-A and Buyer, as amended and restated by that certain Third Amended and Restated Master Repurchase and Securities Contract dated as of October 23, 2014 between and among Seller 2, Seller 2-A and Buyer, as amended and restated by that certain Fourth Amended and Restated Master Repurchase and Securities Contract dated as of August 3, 2015, between and among Seller 2, Seller 2‑A and Buyer, and as further amended and restated by the Fifth Amended and Restated Master Repurchase Agreement, are continuing in full force and effect and, upon the amendment and restatement of the Fifth Amended and Restated Master Repurchase Agreement, such liens and security interests secure and continue to secure the payment of the Repurchase Obligations.

Section 18.26 PATRIOT Act Notice . Buyer hereby notifies each Seller that Buyer is required by the PATRIOT Act to obtain, verify and record information that identifies each Seller.

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Section 18.27 Successors and Assigns . Subject to the foregoing, the Repurchase Documents and any Transactions shall be binding upon and shall inure to the benefit of the Parties and their successors and permitted assigns.

Section 18.28 Acknowledgement of Anti Predatory Lending Policies . Seller and Buyer each have in place internal policies and procedures that expressly prohibit their purchase of any high cost mortgage loan.

Section 18.29 No Novation, Effect of Agreement . Sellers and Buyer have entered into this Agreement solely to amend and restate in their entirety the terms of the Fifth Amended and Restated Master Repurchase Agreement and do not intend this Agreement or the transactions contemplated hereby to be, and this Agreement and the transactions contemplated hereby shall not be construed to be, a novation of any of the obligations owing by Sellers, Guarantor or Pledgors (the “ Repurchase Parties ”) under or in connection with the Fifth Amended and Restated Master Repurchase Agreement, the Pledge Agreement or any of the other Repurchase Documents to which any Repurchase Party is a party. It is the intention of each of the parties hereto that (i) the perfection and priority of all security interests securing the payment of the Repurchase Obligations of the Repurchase Parties under the Fifth Amended and Restated Master Repurchase Agreement and the Pledge Agreement are preserved, (ii) the liens and security interests granted under the Fifth Amended and Restated Master Repurchase Agreement and the Pledge Agreement continue in full force and effect, and (iii) any reference to the Fifth Amended and Restated Master Repurchase Agreement in any such Repurchase Document shall be deemed to reference this Agreement.

[ONE OR MORE UNNUMBERED SIGNATURE PAGES FOLLOW]

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

	SELLER:

	STARWOOD PROPERTY MORTGAGE
	SUB‑2, L.L.C., a Delaware limited liability company


	By:	/s/ Andrew J. Sossen
		Name: Andrew J. Sossen
		Title: Authorized Signatory


	STARWOOD PROPERTY MORTGAGE
	SUB‑2-A, L.L.C., a Delaware limited liability company


	By:	/s/ Andrew J. Sossen
		Name: Andrew J. Sossen
		Title: Authorized Signatory


	SPT CA FUNDINGS 2, LLC, a Delaware limited liability company


	By:	/s/ Andrew J. Sossen
		Name: Andrew J. Sossen
		Title: Authorized Signatory

	BUYER:

	WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association


	By:	/s/ H. Lee Goins III
		Name: H. Lee Goins III
		Title: Managing Director

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Schedule 1(a)

REPRESENTATIONS AND WARRANTIES

RE: PURCHASED ASSETS CONSISTING OF WHOLE LOANS

Seller represents and warrants to Buyer, with respect to each Purchased Asset which is a Whole Loan, that except as specifically disclosed in the Confirmation for such Purchased Asset as of the Purchase Date for each such Purchased Asset by Buyer from Seller and as of the date of each Transaction hereunder and at all times while the Repurchase Documents or any Transaction hereunder is in full force and effect the representations set forth on this Schedule 1(a) shall be true and correct in all material respects. For purposes of this Schedule 1(a) and the representations and warranties set forth herein, a breach of a representation or warranty shall be deemed to have been cured with respect to a Purchased Asset which is a Whole Loan if and when Seller has taken or caused to be taken action such that the event, circumstance or condition that gave rise to such breach no longer affects such Purchased Asset or has repurchased such Purchased Asset in accordance with the terms of the Agreement.

1. The Whole Loan is a performing mortgage loan secured by a first priority security interest in a commercial or multifamily property.

2. As of the Purchase Date, such Whole Loan complied in all material respects with, or is exempt from, all requirements of federal, state or local law relating to such Whole Loan.

3. Immediately prior to the sale, transfer and assignment to Buyer thereof, Seller had good and marketable title to, and was the sole owner and holder of, such Whole Loan, and Seller is transferring such Whole Loan free and clear of any and all liens, pledges, encumbrances, charges, security interests or any other ownership interests of any nature encumbering such Whole Loan. Upon consummation of the purchase contemplated to occur in respect of such Whole Loan on the Purchase Date therefor, Seller will have validly and effectively conveyed to Buyer all legal and beneficial interest in and to such Whole Loan free and clear of any pledge, lien, encumbrance or security interest. There are no participation agreements affecting such Whole Loan.

4. No fraudulent acts were committed by Seller in connection with its acquisition or origination of such Whole Loan nor were any fraudulent acts committed by any Person in connection with the origination of such Whole Loan.

5. All information contained in the related Underwriting Package (or as otherwise provided to Buyer) in respect of such Whole Loan is accurate and complete in all material respects. Seller has made available to Buyer for inspection, with respect to such Whole Loan, true, correct and complete Purchased Asset Documents.

6. Except as included in the Underwriting Package, Seller is not a party to any document, instrument or agreement, and there is no document, instrument or agreement, that

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by its terms modifies or affects the rights and obligations of any holder of such Whole Loan and Seller has not and has not consented to any material change or waiver to any term or provision of any such document, instrument or agreement and no such change or waiver exists.

7. Such Whole Loan is presently outstanding, the proceeds thereof have been fully disbursed pursuant to the terms of the related Purchased Asset Documents and, except for amounts held in escrow by Seller, there is no requirement for any future advances thereunder.

8. Seller has full right, power and authority to sell and assign such Whole Loan, and such Whole Loan or any related Mortgage Note has not been cancelled, satisfied or rescinded in whole or part nor has any instrument been executed that would effect a cancellation, satisfaction or rescission thereof.

9. Other than consents and approvals obtained as of the related Purchase Date or those already granted in the related Mortgage and/or Mortgage Note, no consent or approval by any Person is required in connection with Seller’s sale and/or Buyer’s acquisition of such Whole Loan, for Buyer’s exercise of any rights or remedies in respect of such Whole Loan (except for compliance with applicable Requirements of Law in connection with the exercise of any rights or remedies by Buyer) or for Buyer’s sale, pledge or other disposition of such Whole Loan. No third party holds any “right of first refusal”, “right of first negotiation”, “right of first offer”, purchase option, or other similar rights of any kind, and no other impediment exists to any such transfer or exercise of rights or remedies.

10. No consent, approval, authorization or order of, or registration or filing with, or notice to, any court or governmental agency or body having jurisdiction or regulatory authority is required for any transfer or assignment by the holder of such Whole Loan, other than recordation of assignments of each Mortgage and Assignment of Leases securing the related Whole Loan in the applicable real estate records where the Mortgaged Properties are located and the filing of UCC-3 assignments in all applicable filing offices.

11. Seller has not received written notice of any outstanding liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind for which the holder of such Whole Loan is or may become obligated.

12. Seller has not advanced funds, or knowingly received any advance of funds from a party other than the Mortgagor relating to such Whole Loan or the related Mortgage Note, directly or indirectly, for the payment of any amount required by such Whole Loan or the related Mortgage Note.

13. Each related Mortgage Note, Mortgage, Assignment of Leases (if a document separate from the Mortgage) and other agreement executed by the related Mortgagor in connection with such Whole Loan is legal, valid and binding obligation of the related Mortgagor (subject to any non-recourse provisions therein and any state anti-deficiency or market value limit deficiency legislation), enforceable in accordance with its terms, except (i) that certain provisions contained in such Purchased Asset Documents are or may be unenforceable in whole or in part under applicable state or federal laws, but neither the application of any such laws to any such provision nor the inclusion of any such provisions

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renders any of the Purchased Asset Documents invalid as a whole and such Purchased Asset Documents taken as a whole are enforceable to the extent necessary and customary for the practical realization of the rights and benefits afforded thereby and (ii) as such enforcement may be limited by bankruptcy, insolvency, receivership, reorganization, moratorium, redemption, liquidation or other laws relating to or affecting the enforcement of creditors’ rights generally, or by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). The related Mortgage Note and Mortgage contain no provision limiting the right or ability of Seller to assign, transfer and convey the related Whole Loan to any other Person, except, however, for customary intercreditor restrictions limiting assignees to “Qualified Transferees”. With respect to any underlying Mortgaged Property that has tenants, there exists as either part of the Mortgage or as a separate document, an assignment of leases.

14. As of the date of its origination, there was no valid offset, defense, counterclaim, abatement or right to rescission with respect to any related Mortgage Note, Mortgage or other agreements executed in connection therewith, and, as of the Purchase Date, there is no valid offset, defense, counterclaim or right to rescission with respect to any such Mortgage Note, Mortgage or other agreements, except in each case, with respect to the enforceability of any provisions requiring the payment of default interest, late fees, additional interest, prepayment premiums or yield maintenance charges.

15. Seller has delivered to Buyer or its designee the original Mortgage Note(s) made in respect of such Whole Loan, together with an original endorsement thereof executed by Seller in blank.

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

17. The Whole Loan is secured by one or more Mortgages and each such Mortgage is a valid and enforceable first lien on the related underlying Mortgaged Property subject only to the exceptions set forth in paragraph (13) above and the following title exceptions (each such title exception, a “ Title Exception ”, and collectively, the “ Title Exceptions ”): (a) the lien of current real property taxes, water charges, sewer rents and assessments not yet due and payable, (b) covenants, conditions and restrictions, rights of way, easements and other matters of public record, none of which, individually or in the aggregate, materially and adversely interferes with the use of the underlying Mortgaged Property or the security intended to be provided by such Mortgage or with the Mortgagor’s ability to pay its obligations under the Whole Loan when they become due or materially and adversely affects the value of the underlying Mortgaged Property, (c) the exceptions (general and specific) and exclusions set forth in the applicable policy described in paragraph (21) below or appearing of record, none of which, individually or in the aggregate, materially and adversely interferes with the use of the underlying Mortgaged Property or the security intended to be provided by such Mortgage or with the Mortgagor’s ability to pay its obligations under the Whole Loan when they become due or materially and

Sch. 1(a)-3

adversely affects the value of the underlying Mortgaged Property, (d) other matters to which like properties are commonly subject, none of which, individually or in the aggregate, materially and adversely interferes with the use of the underlying Mortgaged Property or the security intended to be provided by such Mortgage or with the Mortgagor’s ability to pay its obligations under the Whole Loan when they become due or materially and adversely affects the value of the underlying Mortgaged Property, (e) the right of tenants (whether under ground leases, space leases or operating leases) at the underlying Mortgaged Property to remain following a foreclosure or similar proceeding ( provided that such tenants are performing under such leases) and (f) if such Whole Loan is cross-collateralized with any other Whole Loan, the lien of the Mortgage for such other Whole Loan, none of which, individually or in the aggregate, materially and adversely interferes with the use of the underlying Mortgaged Property or the security intended to be provided by such Mortgage or with the Mortgagor’s ability to pay its obligations under the Whole Loan when they become due or materially and adversely affects the value of the underlying Mortgaged Property. Except with respect to cross-collateralized and cross-defaulted Whole Loans and as provided below, there are no mortgage loans that are senior or pari passu with respect to the related underlying Mortgaged Property or such Whole Loan.

18. UCC Financing Statements have been filed and/or recorded (or, if not filed and/or recorded, have been submitted in proper form for filing and recording), in all UCC filing offices necessary to perfect a valid security interest in all items of personal property located on the underlying Mortgaged Property that are owned by the Mortgagor and either (i) are reasonably necessary to operate the underlying Mortgaged Property or (ii) are (as indicated in the appraisal obtained in connection with the origination of the related Whole Loan) material to the value of the underlying Mortgaged Property to the extent perfection may be effected pursuant to applicable law by recording or filing of UCC Financing Statements, and the Mortgages, security agreements, chattel Mortgages or equivalent documents related to and delivered in connection with the related Whole Loan establish and create a valid and enforceable lien and priority security interest on such items of personalty except as such enforcement may be limited by bankruptcy, insolvency, receivership, reorganization, moratorium, redemption, liquidation or other laws relating to or affecting the enforcement of creditor’s rights generally, or by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). Notwithstanding any of the foregoing, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of UCC Financing Statements are required in order to effect such perfection.

19. All real estate taxes and governmental assessments, or installments thereof, which would be a lien on the underlying Mortgaged Property and that prior to the Purchase Date have become delinquent in respect of the underlying Mortgaged Property have been paid, or an escrow of funds in an amount sufficient to cover such payments has been established. For purposes of this representation and warranty, real estate taxes and governmental assessments and installments thereof shall not be considered delinquent until the earlier of (a) the date on which interest and/or penalties would first be payable thereon and (b) the date on which enforcement action is entitled to be taken by the related taxing authority.

20. Except as may be set forth in the property condition reports delivered to Buyer with respect to the Mortgaged Properties, as of the Purchase Date, the related underlying

Sch. 1(a)-4

Mortgaged Property was free and clear of any material damage (other than deferred maintenance for which escrows were established at origination or which are currently being maintained) that would affect materially and adversely the value of such underlying Mortgaged Property as security for the Whole Loan and there was no proceeding pending or, based solely upon the delivery of written notice thereof from the appropriate condemning authority, threatened for the total or partial condemnation of such underlying Mortgaged Property.

21. The lien of each related Mortgage as a first priority lien in the original principal amount of such Whole Loan after all advances of principal is insured by an ALTA lender’s title insurance policy (or a binding commitment therefor), or its equivalent as adopted in the applicable jurisdiction, insuring Seller, its successors and assigns, subject only to the Title Exceptions; the holder of the Mortgage (the “ Mortgagee ”) or its successors or assigns is the sole named insured of such policy; such policy is assignable without consent of the insurer and will inure to the benefit of the Buyer Mortgagee of record; such title policy is in full force and effect upon the consummation of the transactions contemplated by this Agreement; all premiums thereon have been paid; no claims have been made under such policy and no circumstance exists which would impair or diminish the coverage of such policy. The insurer issuing such policy is either (x) a nationally‑recognized title insurance company or (y) qualified to do business in the jurisdiction in which the related underlying Mortgaged Property is located to the extent required; such policy contains no material exclusions for, or affirmatively insures (except for any underlying Mortgaged Property located in a jurisdiction where such insurance is not available) (a) access to public road or (b) against any loss due to encroachments of any material portion of the improvements thereon.

22. As of the Purchase Date, insurance coverage was being maintained with respect to the underlying Mortgaged Property in compliance in all material respects with the requirements under each related Mortgage, which insurance covered such risks as were customarily acceptable to prudent commercial and multifamily mortgage lending institutions lending on the security of property comparable to the related underlying Mortgaged Property in the jurisdiction in which such underlying Mortgaged Property is located, and with respect to a fire and extended perils insurance policy, is in an amount (subject to a customary deductible) at least equal to the lesser of (i) the replacement cost of improvements located on such underlying Mortgaged Property, or (ii) the outstanding principal balance of the Whole Loan, and in any event, the amount necessary to prevent operation of any co-insurance provisions; and, except if such underlying Mortgaged Property is operated as a mobile home park, is also covered by business interruption or rental loss insurance, in an amount at least equal to 12 months of operations of the related underlying Mortgaged Property, all of which is in full force and effect with respect to the related underlying Mortgaged Property; all premiums due and payable through the Purchase Date have been paid; and no notice of termination or cancellation with respect to any such insurance policy has been received by Seller. Except for certain amounts not greater than amounts which would be considered prudent by an institutional commercial and/or multifamily mortgage lender with respect to a similar Whole Loan and which are set forth in the related Mortgage, any insurance proceeds in respect of a casualty loss, will be applied either (i) to the repair or restoration of all or part of the related underlying Mortgaged Property or (ii) the reduction of the outstanding principal balance of the Whole Loan, subject in either case to requirements with respect to leases at the related underlying Mortgaged Property and to other exceptions customarily provided for by prudent institutional lenders for similar loans. The

Sch. 1(a)-5

underlying Mortgaged Property is also covered by comprehensive general liability insurance against claims for personal and bodily injury, death or property damage occurring on, in or about the related underlying Mortgaged Property, in an amount customarily required by prudent institutional lenders. An architectural or engineering consultant has performed an analysis of the underlying Mortgaged Properties located in seismic zone 3 or 4 in order to evaluate the structural and seismic condition of such property, for the sole purpose of assessing the probable maximum loss (“ PML ”) for the underlying Mortgaged Property in the event of an earthquake. If the resulting report concluded that the PML would exceed 20% of the amount of the replacement costs of the improvements, earthquake insurance on such underlying Mortgaged Property was obtained by an insurer rated at least A-:V by A.M. Best Company or “BBB-” (or the equivalent) from S&P and Fitch or “Baa3” (or the equivalent) from Moody’s. If the underlying Mortgaged Property is located in Florida or within 25 miles of the coast of Texas, Louisiana, Mississippi, Alabama, Georgia, North Carolina or South Carolina such underlying Mortgaged Property is insured by windstorm insurance in an amount at least equal to the lesser of (i) the outstanding principal balance of such Whole Loan and (ii) 100% of the full insurable value, or 100% of the replacement cost, of the improvements located on the related underlying Mortgaged Property.

The insurance policies contain a standard Mortgagee clause naming Seller, its successors and assigns as loss payee, in the case of a property insurance policy, and additional insured in the case of a liability insurance policy and provide that they are not terminable without at least thirty (30) days prior written notice to the Mortgagee (or, with respect to non-payment, 10 days prior written notice to the Mortgagee) or such lesser period as prescribed by applicable law. Each Mortgage requires that the Mortgagor maintain insurance as described above or permits the Mortgagee to require insurance as described above, and permits the Mortgagee to purchase such insurance at the Mortgagor’s expense if Mortgagor fails to do so.

23. (a) Other than payments due but not yet 30 days or more delinquent, there is no material default, breach, violation or event of acceleration existing under the related Mortgage or the related Mortgage Note, and no event has occurred (other than payments due but not yet delinquent) which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a material default, breach, violation or event of acceleration, provided, however , that this representation and warranty does not address or otherwise cover any default, breach, violation or event of acceleration that specifically pertains to any matter otherwise covered by any other representation and warranty made by Seller in any paragraph of this Schedule 1(a) and (b) Seller has not waived any material default, breach, violation or event of acceleration under such Mortgage or Mortgage Note and pursuant to the terms of the related Mortgage or the related Mortgage Note and other documents in the related Purchased Asset Documents, no Person or party other than the holder of such Mortgage Note (or its servicer) may declare any event of default or accelerate the related indebtedness under either of such Mortgage or Mortgage Note.

24. As of the Purchase Date, such Whole Loan is not, and since its origination, has not been (or, if such Whole Loan was not originated by Seller or its Affiliate, to Seller’s Knowledge, has not been), 30 days or more past due in respect of any scheduled payment.

25. Each related Mortgage does not provide for or permit, without the prior written consent of the holder of the Mortgage Note, the related underlying Mortgaged Property

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to secure any other promissory note or obligation except as expressly described in the following sentence. The related underlying Mortgaged Property is not encumbered, and none of the Purchased Asset Documents permit the related underlying Mortgaged Property to be encumbered subsequent to the Purchase Date without the prior written consent of the holder of such Whole Loan, by any lien securing the payment of money junior to or of equal priority with, or superior to, the lien of the related Mortgage (other than Title Exceptions, taxes, assessments and contested mechanics and materialmens liens that become payable after the Purchase Date of the related Whole Loan).

26. Such Whole Loan constitutes a “qualified mortgage” within the meaning of Section 860G(a)(3)of the Code (without regard to Treasury Regulations Sections 1.860G-2(a)(3) or 1.860G-2(f)(2)), is directly secured by a Mortgage on a commercial property or a multifamily residential property, and either (1) substantially all of the proceeds of such Whole Loan were used to acquire, improve or protect the portion of such commercial or multifamily residential property that consists of an interest in real property (within the meaning of Treasury Regulations Sections 1.856-3(c) and 1.856-3(d)) and such interest in real property was the only security for such Whole Loan as of the Testing Date (as defined below), or (2) the fair market value of the interest in real property which secures such Whole Loan was at least equal to 80% of the principal amount of the Whole Loan (a) as of the Testing Date, or (b) as of the Purchase Date. For purposes of the previous sentence, (1) the fair market value of the referenced interest in real property shall first be reduced by (a) the amount of any lien on such interest in real property that is senior to the Whole Loan, and (b) a proportionate amount of any lien on such interest in real property that is on a parity with the Whole Loan, and (2) the “ Testing Date ” shall be the date on which the referenced Whole Loan was originated unless (a) such Whole Loan was modified after the date of its origination in a manner that would cause a “significant modification” of such Whole Loan within the meaning of Treasury Regulations Section 1.1001-3(b), and (b) such “significant modification” did not occur at a time when such Whole Loan was in default or when default with respect to such Whole Loan was reasonably foreseeable. However, if the referenced Whole Loan has been subjected to a “significant modification” after the date of its origination and at a time when such Whole Loan was not in default or when default with respect to such Whole Loan was not reasonably foreseeable, the Testing Date shall be the date upon which the latest such “significant modification” occurred.

27. There is no material and adverse environmental condition or circumstance affecting the underlying Mortgaged Property; there is no material violation of any applicable Environmental Law with respect to the underlying Mortgaged Property; neither Seller nor the Underlying Obligor has taken any actions which would cause the underlying Mortgaged Property not to be in compliance with all applicable Environmental Laws; the Purchased Asset Documents require the borrower to comply with all Environmental Laws; and each Mortgagor has agreed to indemnify the Mortgagee for any losses resulting from any material, adverse environmental condition or failure of the Mortgagor to abide by such Environmental Laws or has provided environmental insurance.

28. Each related Mortgage and Assignment of Leases, together with applicable state law, contains customary and enforceable provisions for comparable mortgaged properties similarly situated such as to render the rights and remedies of the holder thereof adequate for the practical realization against the underlying Mortgaged Property of the benefits

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of the security, including realization by judicial or, if applicable, non-judicial foreclosure, subject to the effects of bankruptcy, insolvency, receivership, reorganization, moratorium, redemption, liquidation or other laws relating to or affecting the enforcement of creditors’ rights generally, or by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law).

29. No Mortgagor is a debtor in any state or federal bankruptcy or insolvency proceeding.

30. Such Whole Loan is a whole loan and contains no equity participation by the lender or shared appreciation feature and does not provide for any contingent or additional interest in the form of participation in the cash flow of the related underlying Mortgaged Property or provide for negative amortization. Seller holds no preferred equity interest.

31. Subject to certain exceptions, which are customarily acceptable to prudent commercial and multifamily mortgage lending institutions lending on the security of property comparable to the related underlying Mortgaged Property, each related Mortgage or loan agreement contains provisions for the acceleration of the payment of the unpaid principal balance of such Whole Loan if, without complying with the requirements of the Mortgage or loan agreement, (a) the related underlying Mortgaged Property, or any controlling interest in the related Mortgagor, is directly transferred or sold (other than by reason of family and estate planning transfers, transfers by devise, descent or operation of law upon the death of a member, general partner or shareholder of the related borrower and transfers of less than a controlling interest (as such term is defined in the related Purchased Asset Documents) in a mortgagor, issuance of non-controlling new equity interests, transfers among existing members, partners or shareholders in the Mortgagor or an affiliate thereof, transfers among affiliated Mortgagors with respect to Whole Loans which are cross-collateralized or cross-defaulted with other mortgage loans or multi-property Whole Loans or transfers of a similar nature to the foregoing meeting the requirements of the Whole Loan (such as pledges of ownership interests that do not result in a change of control) or a substitution or release of collateral within the parameters of paragraph (34) below), or (b) the related underlying Mortgaged Property or controlling interest in the borrower is encumbered in connection with subordinate financing by a lien or security interest against the related underlying Mortgaged Property, other than any existing permitted additional debt. The Purchased Asset Documents require the borrower to pay all reasonable costs incurred by the Mortgagor with respect to any transfer, assumption or encumbrance requiring lender’s approval.

32. Except as set forth in the related Purchased Asset Documents delivered to Buyer, the terms of the related Mortgage Note(s) and Mortgage(s) have not been waived, modified, altered, satisfied, impaired, canceled, subordinated or rescinded in any manner which materially interferes with the security intended to be provided by such Mortgage and no such waiver, modification, alteration, satisfaction, impairment, cancellation, subordination or recission has occurred since the date upon which the due diligence file related to the applicable Whole Loan was delivered to Buyer or its designee.

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33. Each related underlying Mortgaged Property was inspected by or on behalf of the related originator or an affiliate during the 12 month period prior to the related origination date.

34. Except as set forth in the related Purchased Asset Documents delivered to Buyer, since origination, no material portion of the related underlying Mortgaged Property has been released from the lien of the related Mortgage in any manner which materially and adversely affects the value of the Whole Loan or materially interferes with the security intended to be provided by such Mortgage, and, except with respect to Whole Loans (a) which permit defeasance by means of substituting for the underlying Mortgaged Property (or, in the case of a Whole Loan secured by multiple underlying Mortgaged Properties, one or more of such underlying Mortgaged Properties) “government securities” as defined in the Investment Company Act of 1940, as amended, sufficient to pay the Whole Loans (or portions thereof) in accordance with its terms, (b) where a release of the portion of the underlying Mortgaged Property was contemplated at origination and such portion was not considered material for purposes of underwriting the Whole Loan, (c) where release is conditional upon the satisfaction of REMIC provisions and the payment of a release price that represents adequate consideration for such underlying Mortgaged Property or the portion thereof that is being released, (d) which permit the related Mortgagor to substitute a replacement property in compliance with certain underwriting and legal requirements or (e) which permit the release(s) of unimproved out-parcels or other portions of the underlying Mortgaged Property that will not have a material adverse effect on the underwritten value of the security for the Whole Loan or that were not allocated to any value in the underwriting during the origination of the Whole Loan, the terms of the related Mortgage do not provide for release of any portion of the underlying Mortgaged Property from the lien of the Mortgage except in consideration of payment in full therefor.

35. There are no material violations of any applicable zoning ordinances, building codes or land laws applicable to the underlying Mortgaged Property or the use and occupancy thereof other than those which (i) are insured by an ALTA lender’s title insurance policy (or a binding commitment therefor), or its equivalent as adopted in the applicable jurisdiction, or a law and ordinance insurance policy or (ii) would not have a material adverse effect on the value, operation or net operating income of the underlying Mortgaged Property. The Purchased Asset Documents require the underlying Mortgaged Property to comply with all applicable laws and ordinances.

36. None of the material improvements which were included for the purposes of determining the appraised value of the related underlying Mortgaged Property at the time of the origination of the Whole Loan lies outside of the boundaries and building restriction lines of such property (except underlying Mortgaged Properties which are legal non-conforming uses), to an extent which would have a material adverse affect on the value of the underlying Mortgaged Property or related Mortgagor’s use and operation of such underlying Mortgaged Property (unless affirmatively covered by title insurance) and no improvements on adjoining properties encroached upon such underlying Mortgaged Property to any material and adverse extent (unless affirmatively covered by title insurance).

37. The related Mortgagor has covenanted in its organizational documents and/or the Purchased Asset Documents to own no significant asset other than the related

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underlying Mortgaged Properties, as applicable, and assets incidental to its ownership and operation of such underlying Mortgaged Properties, and to hold itself out as being a legal entity, separate and apart from any other Person.

38. Intentionally Omitted .

39. As of the Purchase Date, there was no pending action, suit or proceeding, or governmental investigation of which Seller has received notice, against the Mortgagor or the related underlying Mortgaged Property the adverse outcome of which could reasonably be expected to materially and adversely affect such Mortgagor’s ability to pay principal, interest or any other amounts due under such Whole Loan or the security intended to be provided by the Purchased Asset Documents or the use of the underlying Mortgaged Property.

40. As of the Purchase Date, if the related Mortgage is a deed of trust, a trustee, duly qualified under applicable law to serve as such, has either been properly designated and serving under such Mortgage or may be substituted in accordance with the Mortgage and applicable law.

41. The Whole Loan and the interest (exclusive of any default interest, late charges or prepayment premiums) contracted for complied as of the date of origination with, or is exempt from, applicable state or federal laws, regulations and other requirements pertaining to usury.

42. Each Whole Loan that is cross-collateralized or cross-defaulted is cross-collateralized or cross-defaulted, as applicable, only with other Whole Loans sold pursuant to this Agreement.

43. The improvements located on the underlying Mortgaged Property are either not located in a federally designated special flood hazard area or, if so located, the Mortgagor is required to maintain or the Mortgagee maintains, flood insurance with respect to such improvements and such policy is in full force and effect in an amount no less than the lesser of (i) the original principal balance of the Whole Loan, (ii) the value of such improvements on the related underlying Mortgaged Property located in such flood hazard area or (iii) the maximum allowed under the related federal flood insurance program.

44. All escrow deposits and payments required pursuant to the Whole Loan as of the Purchase Date to be deposited with Seller in accordance with the Purchased Asset Documents have been so deposited, are in the possession, or under the control, of Seller or its agent and there are no material deficiencies in connection therewith.

45. As of the Purchase Date, the related Mortgagor, the related lessee, franchisor or operator was in possession of all material licenses, permits and authorizations then required for the use of the related underlying Mortgaged Property by the related Mortgagor, other than any licenses, permits and authorizations the failure to possess of which would not have a material adverse effect on the use or value of the underlying Mortgaged Property. The Purchased Asset Documents require the borrower to maintain all such licenses, permits and authorizations.

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46. The origination (or acquisition, as the case may be), servicing and collection practices used by Seller with respect to the Whole Loan have been in all respects legal and have met customary industry standards for servicing of commercial mortgage loans for conduit loan programs.

47. Except for Mortgagors under Whole Loans secured in whole or in part by a Ground Lease, the related Mortgagor (or its affiliate) has title in the fee simple interest in each related underlying Mortgaged Property.

48. The Purchased Asset Documents for such Whole Loan provide that such Whole Loan is non-recourse to the related Mortgagor except that the related Mortgagor and an additional guarantor accepts responsibility for any loss incurred due to fraud on the part of the Mortgagor and/or other intentional material misrepresentation. Furthermore, the Purchased Asset Documents for each Whole Loan provide that the related Mortgagor and an additional guarantor shall be liable to the lender for losses incurred due to the misapplication or misappropriation of rents collected in advance or received by the related Mortgagor after the occurrence of an event of default and not paid to the Mortgagee or applied to the underlying Mortgaged Property in the ordinary course of business, misapplication or conversion by the Mortgagor of insurance proceeds or condemnation awards or breach of the environmental covenants in the related Purchased Asset Documents.

49. Subject to the exceptions set forth in paragraph (13) and upon possession of the underlying Mortgaged Property as required under applicable state law, any Assignment of Leases set forth in the Mortgage or separate from the related Mortgage and related to and delivered in connection with such Whole Loan establishes and creates a valid, subsisting and enforceable lien and security interest in the related Mortgagor’s interest in all leases, subleases, licenses or other agreements pursuant to which any Person is entitled to occupy, use or possess all or any portion of the real property.

50. With respect to such Whole Loan, any prepayment premium and yield maintenance charge constitutes a “customary prepayment penalty” within the meaning of Treasury Regulations Section 1.860G-1(b)(2).

51. If such Whole Loan contains a provision for any defeasance of mortgage collateral, such Whole Loan permits defeasance (1) no earlier than two years after any securitization of such Whole Loan and (2) only with substitute collateral constituting “government securities” within the meaning of Treasury Regulations Section 1.860G-2(a)(8)(i) in an amount sufficient to make all scheduled payments under the Mortgage Note. Such Whole Loan was not originated with the intent to collateralize a REMIC offering with obligations that are not real estate mortgages. In addition, if such Mortgage contains such a defeasance provision, it provides (or otherwise contains provisions pursuant to which the holder can require) that an opinion be provided to the effect that such holder has a first priority perfected security interest in the defeasance collateral. The related Purchased Asset Documents permit the lender to charge all of its expenses associated with a defeasance to the Mortgagor (including rating agencies’ fees, accounting fees and attorneys’ fees), and provide that the related Mortgagor must deliver (or otherwise, the Purchased Asset Documents contain certain provisions pursuant to which the lender can require) (a) an accountant’s certification as to the adequacy of the

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defeasance collateral to make payments under the related Whole Loan for the remainder of its term, (b) an opinion of counsel that the defeasance will not cause any holder to lose its status as a REMIC, and (c) assurances from each applicable Rating Agency that the defeasance will not result in the withdrawal, downgrade or qualification of the ratings assigned to any certificates backed by the related Whole Loan.

52. To the extent required under applicable law as of the date of origination, and necessary for the enforceability or collectability of the Whole Loan, the originator of such Whole Loan was authorized to do business in the jurisdiction in which the related underlying Mortgaged Property is located at all times when it originated and held the Whole Loan.

53. Neither Seller nor any affiliate thereof has any obligation to make any capital contributions to the Mortgagor under the Whole Loan.

54. Intentionally Omitted .

55. Each related underlying Mortgaged Property constitutes one or more complete separate tax lots (or the related Mortgagor has covenanted to obtain separate tax lots and a Person has indemnified the Mortgagee for any loss suffered in connection therewith or an escrow of funds in an amount sufficient to pay taxes resulting from a breach thereof has been established) or is subject to an endorsement under the related title insurance policy.

56. An appraisal of the related underlying Mortgaged Property was conducted in connection with the origination of such Whole Loan; and, to Seller’s Knowledge, such appraisal satisfied in all material respects either (A) the requirements of the “Uniform Standards of Professional Appraisal Practice” as adopted by the Appraisal Standards Board of the Appraisal Foundation, or (B) the guidelines in Title XI of the Financial Institutions Reform, Recovery and Enforcement Act or 1989, in either case as in effect on the date such Whole Loan was originated.

57. The related Purchased Asset Documents require the Mortgagor to provide the Mortgagee with certain financial information at the times required under the related Purchased Asset Documents.

58. The related underlying Mortgaged Property is served by public utilities, water and sewer (or septic facilities) and otherwise appropriate for the use in which the underlying Mortgaged Property is currently being utilized.

59. With respect to each related underlying Mortgaged Property consisting of a Ground Lease, Seller represents and warrants the following with respect to the related Ground Lease:

(i) Such Ground Lease or a memorandum thereof has been or will be duly recorded no later than 30 days after the Purchase Date and such Ground Lease permits the interest of the lessee thereunder to be encumbered by the related Mortgage or, if consent of the lessor thereunder is required, it has been obtained prior to the Purchase Date.

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(ii) Upon the foreclosure of the Whole Loan (or acceptance of a deed in lieu thereof), the Mortgagor’s interest in such Ground Lease is assignable to the Mortgagee under the leasehold estate and its assigns without the consent of the lessor thereunder (or, if any such consent is required, it has been obtained prior to the Purchase Date).

(iii) Such Ground Lease may not be amended, modified, canceled or terminated without the prior written consent of the Mortgagee, and any such action without such consent is not binding on the Mortgagee, its successors or assigns, except termination or cancellation if (i) an event of default occurs under the Ground Lease, (ii) notice thereof is provided to the Mortgagee and (iii) such default is curable by the Mortgagee as provided in the Ground Lease but remains uncured beyond the applicable cure period.

(iv) Such Ground Lease is in full force and effect, there is no material default under such Ground Lease, and there is no event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a material default under such Ground Lease.

(v) The Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to give notice of any default by the lessee to the Mortgagee. The Ground Lease or ancillary agreement further provides that no notice given is effective against the Mortgagee unless a copy has been given to the Mortgagee in a manner described in the Ground Lease or ancillary agreement.

(vi) The Ground Lease (i) is not subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage, subject, however, to only the Title Exceptions or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the lessor’s fee interest in the underlying Mortgaged Property is subject.

(vii) A Mortgagee is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease) to cure any curable default under such Ground Lease before the lessor thereunder may terminate such Ground Lease.

(viii) Such Ground Lease has an original term (together with any extension options, whether or not currently exercised, set forth therein all of which can be exercised by the Mortgagee if the Mortgagee acquires the lessee’s rights under the Ground Lease) that extends not less than 20 years beyond the stated maturity date of the Whole Loan.

(ix) Under the terms of such Ground Lease, any estoppel or consent letter received by the Mortgagee from the lessor, and the related Mortgage, taken together, any related insurance proceeds or condemnation award (other than in respect of a total or substantially total loss or taking) will be applied either to the repair or restoration of all or part of the related underlying Mortgaged Property, with the Mortgagee or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment or defeasance of the outstanding principal balance of the Whole Loan, together with any accrued interest (except in cases where a different allocation would not be viewed as commercially unreasonable by any commercial mortgage lender, taking into account the relative duration of the Ground Lease and

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the related Mortgage and the ratio of the market value of the related underlying Mortgaged Property to the outstanding principal balance of such Whole Loan).

(x) The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by a prudent commercial lender.

(xi) The ground lessor under such Ground Lease is required to enter into a new lease upon termination of the Ground Lease for any reason, including the rejection of the Ground Lease in bankruptcy.

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Schedule 1(b)

REPRESENTATIONS AND WARRANTIES

RE: PURCHASED ASSETS CONSISTING OF

JUNIOR INTERESTS AND SENIOR INTERESTS

Seller represents and warrants to Buyer, with respect to each Purchased Asset which is a Junior Interest or a Senior Interest, that except as specifically disclosed in the Confirmation for such Purchased Asset, as of the Purchase Date for each such Purchased Asset by Buyer from Seller and as of the date of each Transaction hereunder and at all times while the Repurchase Documents or any Transaction hereunder is in full force and effect the representations set forth on this Schedule 1(b) shall be true and correct in all material respects. For purposes of this Schedule 1(b) and the representations and warranties set forth herein, a breach of a representation or warranty shall be deemed to have been cured with respect to a Purchased Asset which is a Junior Interest or a Senior Interest if and when Seller has taken or caused to be taken action such that the event, circumstance or condition that gave rise to such breach no longer affects such Purchased Asset or has repurchased such Purchased Asset in accordance with the terms of the Agreement.

1. The Junior Interest is (a) a junior participation interest in a Whole Loan or (b) a “B-note” in an “A/B structure” (or “C-note” or more subordinate note in an “A/B/C structure”, an “A/B/C/D structure” or similar structure) in a Whole Loan. The Senior Interest is (a) a senior participation interest in a Whole Loan or (b) an “A-note” in an “A/B structure” in a Whole Loan.

2. As of the Purchase Date, such Junior Interest or Senior Interest complies in all material respects with, or is exempt from, all requirements of federal, state or local law relating to such Junior Interest or Senior Interest.

3. Immediately prior to the sale, transfer and assignment to Buyer thereof, Seller had good and marketable title to, and was the sole owner and holder of, such Junior Interest or Senior Interest, and Seller is transferring such Junior Interest or Senior Interest free and clear of any and all liens, pledges, encumbrances, charges, security interests or any other ownership interests of any nature encumbering such Junior Interest or Senior Interest. Upon consummation of the purchase contemplated to occur in respect of such Junior Interest or Senior Interest on the Purchase Date therefor, Seller will have validly and effectively conveyed to Buyer all legal and beneficial interest in and to such Junior Interest or Senior Interest free and clear of any pledge, lien, encumbrance or security interest.

4. No fraudulent acts were committed by Seller in connection with its acquisition or origination of such Junior Interest or Senior Interest nor were any fraudulent acts committed by any Person in connection with the origination of such Junior Interest or Senior Interest.

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5. All information contained in the related Underwriting Package (or as otherwise provided to Buyer) in respect of such Junior Interest or Senior Interest is accurate and complete in all material respects. Seller has made available to Buyer for inspection, with respect to such Junior Interest or Senior Interest, true, correct and complete Purchased Asset Documents.

6. Except as included in the Underwriting Package, Seller is not a party to any document, instrument or agreement, and there is no document, that by its terms modifies or affects the rights and obligations of any holder of such Junior Interest or Senior Interest and Seller has not consented to any material change or waiver to any term or provision of any such document, instrument or agreement and no such change or waiver exists.

7. Seller has full right, power and authority to sell and assign such Junior Interest or Senior Interest and such Junior Interest or Senior Interest or any related Mortgage Note has not been cancelled, satisfied or rescinded in whole or part nor has any instrument been executed that would effect a cancellation, satisfaction or rescission thereof.

8. Other than consents and approvals obtained as of the related Purchase Date or those already granted in the related Mortgage and/or Mortgage Note, and assuming that Buyer and any other transferees comply with customary intercreditor restrictions in the Purchased Asset Documents limiting assignees to “Qualified Transferees”, “Institutional Lender/ Owners” or “Qualified Institutional Lenders”, no consent or approval by any Person is required in connection with Seller’s sale and/or Buyer’s acquisition of such Junior Interest or Senior Interest, for Buyer’s exercise of any rights or remedies in respect of such Junior Interest or Senior Interest (except for compliance with applicable Requirements of Law in connection with the exercise of any rights or remedies by Buyer) or for Buyer’s sale, pledge or other disposition of such Junior Interest or Senior Interest. No third party holds any “right of first refusal”, “right of first negotiation”, “right of first offer”, purchase option, or other similar rights of any kind, and no other impediment exists to any such transfer or exercise of rights or remedies.

9. No consent, approval, authorization or order of, or registration or filing with, or notice to, any court or governmental agency or body having jurisdiction or regulatory authority is required for any transfer or assignment by the holder of such Junior Interest or Senior Interest, other than recordation of assignments of each Mortgage and Assignment of Leases securing the related Whole Loan in the applicable real estate records where the underlying Mortgaged Properties are located and the filing of UCC-3 assignments in all applicable filing offices.

10. Seller has delivered to Buyer or its designee the original promissory note, certificate or other similar indicia of ownership of such Junior Interest or Senior Interest, however denominated, together with an original assignment thereof, executed by Seller in blank.

11. No default or event of default has occurred under any agreement pertaining to any lien relating to the underlying Mortgaged Property ranking junior to, pari passu with or senior to the Mortgage securing the underlying Whole Loan relating to such Junior Interest or Senior Interest, and there is no provision in any such agreement which would provide for any increase in the principal amount of any such lien.

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12. (a) Other than payments due but not yet 30 days or more delinquent, there is no material default, breach, violation or event of acceleration existing under the Junior Interest or Senior Interest, the related Mortgage or the related Mortgage Note, and no event has occurred (other than payments due but not yet delinquent) which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a material default, breach, violation or event of acceleration, provided, however , that this representation and warranty does not address or otherwise cover any default, breach, violation or event of acceleration that specifically pertains to any matter otherwise covered by any other representation and warranty made by Seller in any paragraph of this Schedule 1(b) and (b) Seller has not waived any material default, breach, violation or event of acceleration under such Senior Interest, Junior Interest or Senior Interest, Mortgage or Mortgage Note and pursuant to the terms of the related Mortgage or the related Mortgage Note and other documents in the related Purchased Asset Documents.

13. Such Junior Interest or Senior Interest has not been and shall not be deemed to be a Security within the meaning of the Securities Act of 1933, as amended or the Securities Exchange Act of 1934, as amended.

14. As of the Purchase Date, each related underlying Whole Loan complied in all material respects with, or is exempt from, all requirements of federal, state or local law relating to the origination of such underlying Whole Loan.

15. Seller has not received written notice of any outstanding liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind for which the holder of such Junior Interest or Senior Interest is or may become obligated under the Purchased Asset Documents.

16. Seller has not advanced funds, or knowingly received any advance of funds from a party other than the Mortgagor relating to such Junior Interest or Senior Interest, directly or indirectly, for the payment of any amount required by such Junior Interest or Senior Interest.

17. With respect to each related underlying Whole Loan, each related Mortgage Note, Mortgage, Assignment of Leases (if a document separate from the Mortgage) and other agreement executed by the related Mortgagor in connection with such underlying Whole Loan is legal, valid and binding obligation of the related Mortgagor (subject to any non-recourse provisions therein and any state anti-deficiency or market value limit deficiency legislation), enforceable in accordance with its terms, except (i) that certain provisions contained in such Purchased Asset Documents are or may be unenforceable in whole or in part under applicable state or federal laws, but neither the application of any such laws to any such provision nor the inclusion of any such provisions renders any of the Purchased Asset Documents invalid as a whole and such Purchased Asset Documents taken as a whole are enforceable to the extent necessary and customary for the practical realization of the rights and benefits afforded thereby and (ii) as such enforcement may be limited by bankruptcy, insolvency, receivership, reorganization, moratorium, redemption, liquidation or other laws affecting the enforcement of creditors’ rights generally, or by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). The related Mortgage Note and Mortgage contain no provision limiting the right or ability of any holder

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thereof to assign, transfer and convey all or any portion of the related underlying Whole Loan or the related Junior Interest or Senior Interest to any other Person, except, however, for customary intercreditor restrictions in the Purchased Asset Documents, limiting assignees to “Qualified Transferees” “Institutional Lender/Owners” or “Qualified Institutional Lenders”. With respect to any underlying Mortgaged Property that has tenants, there exists as either part of the Mortgage or as a separate document, an assignment of leases.

18. With respect to the Junior Interest or Senior Interest and each related underlying Whole Loan, as of the date of its origination, there was no valid offset, defense, counterclaim, abatement or right to rescission with respect to any related Mortgage Note, Mortgage or other agreements executed in connection therewith, and, as of the Purchase Date for the related Purchased Asset, there is no valid offset, defense, counterclaim or right to rescission with respect to any such Mortgage Note, Mortgage or other agreements, except in each case, with respect to the enforceability of any provisions requiring the payment of default interest, late fees, additional interest, prepayment premiums or yield maintenance charges.

19. With respect to the underlying Whole Loan, each related Assignment of Mortgage and assignment of Assignment of Leases from Seller in blank constitutes the legal, valid and binding first priority assignment from Seller (assuming the insertion of the Buyer’s name), except as such enforcement may be limited by bankruptcy, insolvency, receivership, reorganization, moratorium, redemption, liquidation or other laws relating to or affecting the enforcement of creditors’ rights generally, or by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law).

20. The underlying Whole Loan is secured by one or more Mortgages and each such Mortgage is a valid and enforceable first lien on the related underlying Mortgaged Property subject only to the exceptions set forth in paragraph (17) above and the following title exceptions (each such title exception, a “ Title Exception ”, and collectively, the “ Title Exceptions ”): (a) the lien of current real property taxes, water charges, sewer rents and assessments not yet due and payable, (b) covenants, conditions and restrictions, rights of way, easements and other matters of public record, none of which, individually or in the aggregate, materially and adversely interferes with the use of the underlying Mortgaged Property or the security intended to be provided by such Mortgage or with the Mortgagor’s ability to pay its obligations under the underlying Whole Loan when they become due or materially and adversely affects the value of the underlying Mortgaged Property, (c) the exceptions (general and specific) and exclusions set forth in the applicable policy described in paragraph (24) below or appearing of record, none of which, individually or in the aggregate, materially and adversely interferes with the use of the underlying Mortgaged Property or the security intended to be provided by such Mortgage or with the Mortgagor’s ability to pay its obligations under the underlying Whole Loan when they become due or materially and adversely affects the value of the underlying Mortgaged Property, (d) other matters to which like properties are commonly subject, none of which, individually or in the aggregate, materially and adversely interferes with the use of the underlying Mortgaged Property or the security intended to be provided by such Mortgage or with the Mortgagor’s ability to pay its obligations under the underlying Whole Loan when they become due or materially and adversely affects the value of the underlying Mortgaged Property, (e) the right of tenants (whether under ground leases, space leases or operating leases) at the underlying Mortgaged Property to remain following a foreclosure or similar proceeding

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( provided that such tenants are performing under such leases) and (f) if such underlying Whole Loan is cross-collateralized with any other underlying Whole Loan, the lien of the Mortgage for such other underlying Whole Loan, none of which, individually or in the aggregate, materially and adversely interferes with the use of the underlying Mortgaged Property or the security intended to be provided by such Mortgage or with the Mortgagor’s ability to pay its obligations under the underlying Whole Loan when they become due or materially and adversely affects the value of the underlying Mortgaged Property. Except with respect to cross-collateralized and cross-defaulted underlying Whole Loans and as provided below, there are no mortgage loans that are senior or pari passu with respect to the related underlying Mortgaged Property or such underlying Whole Loan.

21. UCC Financing Statements have been filed and/or recorded (or, if not filed and/or recorded, have been submitted in proper form for filing and recording), in all UCC filing offices necessary to perfect a valid security interest in all items of personal property located on each related underlying Mortgaged Property that are owned by the Mortgagor and either (i) are reasonably necessary to operate such underlying Mortgaged Property or (ii) are (as indicated in the appraisal obtained in connection with the origination of the related underlying Whole Loan) material to the value of such underlying Mortgaged Property (other than any personal property subject to a purchase money security interest or a sale and leaseback financing arrangement permitted under the terms of such underlying Whole Loan or any other personal property leases applicable to such personal property), to the extent perfection may be effected pursuant to applicable law by recording or filing of UCC Financing Statements, and the Mortgages, security agreements, chattel Mortgages or equivalent documents related to and delivered in connection with the related underlying Whole Loan establish and create a valid and enforceable lien and priority security interest on such items of personalty except as such enforcement may be limited by bankruptcy, insolvency, receivership, reorganization, moratorium, redemption, liquidation or other laws affecting the enforcement of creditor’s rights generally, or by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). Notwithstanding any of the foregoing, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of UCC Financing Statements are required in order to effect such perfection.

22. All real estate taxes and governmental assessments, or installments thereof, which would be a lien on any related underlying Mortgaged Property and that prior to the Purchase Date for the related Purchased Asset have become delinquent in respect of such underlying Mortgaged Property have been paid, or an escrow of funds in an amount sufficient to cover such payments has been established. For purposes of this representation and warranty, real estate taxes and governmental assessments and installments thereof shall not be considered delinquent until the earlier of (a) the date on which interest and/or penalties would first be payable thereon and (b) the date on which enforcement action is entitled to be taken by the related taxing authority.

23. Except as may be set forth in the property condition reports delivered to Buyer with respect to the Mortgaged Properties, as of the Purchase Date for the related Purchased Asset, each related underlying Mortgaged Property was free and clear of any material damage (other than deferred maintenance for which escrows were established at origination or

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which are currently being maintained) that would affect materially and adversely the value of such underlying Mortgaged Property as security for the related underlying Whole Loan and there was no proceeding pending or, based solely upon the delivery of written notice thereof from the appropriate condemning authority, threatened for the total or partial condemnation of such underlying Mortgaged Property.

24. With respect to each related underlying Whole Loan, the lien of each related Mortgage as a first priority lien in the original principal amount of such underlying Whole Loan after all advances of principal is insured by an ALTA lender’s title insurance policy (or a binding commitment therefor), or its equivalent as adopted in the applicable jurisdiction, insuring the Mortgagee, its successors and assigns, subject only to the Title Exceptions; the Mortgagee or its successors or assigns is the sole named insured of such policy; such policy is assignable without consent of the insurer and Seller and will inure to the benefit of the trustee as Mortgagee of record; such title policy is in full force and effect upon the consummation of the transactions contemplated by this Agreement; all premiums thereon have been paid; no claims have been made under such policy and no circumstance exists which would impair or diminish the coverage of such policy. The insurer issuing such policy is either (x) a nationally‑recognized title insurance company or (y) qualified to do business in the jurisdiction in which the related underlying Mortgaged Property is located to the extent required; such policy contains no material exclusions for, or affirmatively insures (except for any underlying Mortgaged Property located in a jurisdiction where such insurance is not available) (a) access to public road or (b) against any loss due to encroachments of any material portion of the improvements thereon.

25. With respect to each related underlying Whole Loan, as of the Purchase Date, insurance coverage was being maintained with respect to the underlying Mortgaged Property in compliance in all material respects with the requirements under each related Mortgage, which insurance covered such risks as were customarily acceptable to prudent commercial and multifamily mortgage lending institutions lending on the security of property comparable to the related underlying Mortgaged Property in the jurisdiction in which such underlying Mortgaged Property is located, and with respect to a fire and extended perils insurance policy, is in an amount (subject to a customary deductible) at least equal to the lesser of (i) the replacement cost of improvements located on such underlying Mortgaged Property, or (ii) the outstanding principal balance of the underlying Whole Loan, and in any event, the amount necessary to prevent operation of any co-insurance provisions; and, except if such underlying Mortgaged Property is operated as a mobile home park, is also covered by business interruption or rental loss insurance, in an amount at least equal to 12 months of operations of the related underlying Mortgaged Property, all of which is in full force and effect with respect to each related underlying Mortgaged Property; all premiums due and payable through the Purchase Date for the related Purchased Asset have been paid; and no notice of termination or cancellation with respect to any such insurance policy has been received by Seller. Except for certain amounts not greater than amounts which would be considered prudent by an institutional commercial and/or multifamily mortgage lender with respect to a similar mortgage loan and which are set forth in the related Mortgage, any insurance proceeds in respect of a casualty loss, will be applied either (i) to the repair or restoration of all or part of the related underlying Mortgaged Property or (ii) the reduction of the outstanding principal balance of the underlying Whole Loan, subject in either case to requirements with respect to leases at the related underlying Mortgaged Property and to other exceptions customarily provided for by prudent institutional lenders for

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similar loans. The underlying Mortgaged Property is also covered by comprehensive general liability insurance against claims for personal and bodily injury, death or property damage occurring on, in or about the related underlying Mortgaged Property, in an amount customarily required by prudent institutional lenders. An architectural or engineering consultant has performed an analysis of the underlying Mortgaged Properties located in seismic zone 3 or 4 in order to evaluate the structural and seismic condition of such property, for the sole purpose of assessing the probable maximum loss (“ PML ”) for the underlying Mortgaged Property in the event of an earthquake. If the resulting report concluded that the PML would exceed 20% of the amount of the replacement costs of the improvements, earthquake insurance on such underlying Mortgaged Property was obtained by an insurer rated at least A-:V by A.M. Best Company or “BBB-” (or the equivalent) from S&P and Fitch or “Baa3” (or the equivalent) from Moody’s. If the underlying Mortgaged Property is located in Florida or within 25 miles of the coast of Texas, Louisiana, Mississippi, Alabama, Georgia, North Carolina or South Carolina such underlying Mortgaged Property is insured by windstorm insurance in an amount at least equal to the lesser of (i) the outstanding principal balance of such underlying Whole Loan and (ii) 100% of the full insurable value, or 100% of the replacement cost, of the improvements located on the related underlying Mortgaged Property.

26. The insurance policies contain a standard Mortgagee clause naming the Mortgagee, its successors and assigns as loss payee, in the case of a property insurance policy, and additional insured in the case of a liability insurance policy and provide that they are not terminable without at least thirty (30) days prior written notice to the Mortgagee (or, with respect to non-payment, 10 days prior written notice to the Mortgagee) or such lesser period as prescribed by applicable law. Each Mortgage requires that the Mortgagor maintain insurance as described above or permits the Mortgagee to require insurance as described above, and permits the Mortgagee to purchase such insurance at the Mortgagor’s expense if Mortgagor fails to do so.

27. Intentionally Omitted .

28. As of the Purchase Date, the underlying Whole Loan is not, and since its origination, has not been (or if such underlying Whole Loan was not originated by Seller or its Affiliate, to Seller’s Knowledge, has not been), 30 days or more past due in respect of any scheduled payment.

29. Each Mortgage related to the underlying Whole Loan does not provide for or permit, without the prior written consent of the holder of the Mortgage Note, the related underlying Mortgaged Property to secure any other promissory note or obligation except as expressly described in the following sentence. The related underlying Mortgaged Property is not encumbered, and none of the Purchased Asset Documents permits the related underlying Mortgaged Property to be encumbered subsequent to the Purchase Date without the prior written consent of the holder of such Whole Loan, by any lien securing the payment of money junior to or of equal priority with, or superior to, the lien of the related Mortgage (other than Title Exceptions, taxes, assessments and contested mechanics and materialmens liens that become payable after the Purchase Date of the related Whole Loan).

30. Each related underlying Whole Loan secured by commercial or multifamily residential property constitutes a “qualified mortgage” within the meaning of

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Section 860G(a)(3)of the Code (without regard to Treasury Regulations Sections 1.860G-2(a)(3) or 1.860G-2(f)(2)), is directly secured by a Mortgage on such commercial property or a multifamily residential property, and either (1) substantially all of the proceeds of such underlying Whole Loan were used to acquire, improve or protect the portion of such commercial or multifamily residential property that consists of an interest in real property (within the meaning of Treasury Regulations Sections 1.856-3(c) and 1.856-3(d)) and such interest in real property was the only security for such underlying Whole Loan as of the Testing Date (as defined below), or (2) the fair market value of the interest in real property which secures such underlying Whole Loan was at least equal to 80% of the principal amount of the underlying Whole Loan (a) as of the Testing Date, or (b) as of the Purchase Date for the related Purchased Asset. For purposes of the previous sentence, (1) the fair market value of the referenced interest in real property shall first be reduced by (a) the amount of any lien on such interest in real property that is senior to the underlying Whole Loan, and (b) a proportionate amount of any lien on such interest in real property that is on a parity with the underlying Whole Loan, and (2) the “ Testing Date ” shall be the date on which the referenced underlying Whole Loan was originated unless (a) such underlying Whole Loan was modified after the date of its origination in a manner that would cause a “significant modification” of such underlying Whole Loan within the meaning of Treasury Regulations Section 1.1001-3(b), and (b) such “significant modification” did not occur at a time when such underlying Whole Loan was in default or when default with respect to such underlying Whole Loan was reasonably foreseeable. However, if the referenced underlying Whole Loan has been subjected to a “significant modification” after the date of its origination and at a time when such underlying Whole Loan was not in default or when default with respect to such underlying Whole Loan was not reasonably foreseeable, the Testing Date shall be the date upon which the latest such “significant modification” occurred.

31. There is no material and adverse environmental condition or circumstance affecting the underlying Mortgaged Property; there is no material violation of any applicable Environmental Law with respect to the underlying Mortgaged Property; neither Seller nor the Underlying Obligor has taken any actions which would cause the underlying Mortgaged Property not to be in compliance with all applicable Environmental Laws; the related Purchased Asset Documents require the borrower to comply with all Environmental Laws; and each Mortgagor has agreed to indemnify the Mortgagee for any losses resulting from any material, adverse environmental condition or failure of the Mortgagor to abide by such Environmental Laws or has provided environmental insurance.

32. With respect to each related underlying Whole Loan, each related Mortgage and Assignment of Leases, together with applicable state law, contains customary and enforceable provisions for comparable mortgaged properties similarly situated such as to render the rights and remedies of the holder thereof adequate for the practical realization against the underlying Mortgaged Property of the benefits of the security, including realization by judicial or, if applicable, non-judicial foreclosure, subject to the effects of bankruptcy, insolvency, receivership, reorganization, moratorium, redemption, liquidation or other laws relating to or affecting the enforcement of creditors’ rights generally, or by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law).

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33. No issuer of the Purchased Asset, no co-participant and no Mortgagor related to any underlying Whole Loan, is a debtor in any state or federal bankruptcy or insolvency proceeding.

34. Except for the related Purchased Asset, each related underlying Whole Loan is a whole loan and contains no equity participation by the lender or shared appreciation feature and does not provide for any contingent or additional interest in the form of participation in the cash flow of the related underlying Mortgaged Property or provide for negative amortization.

35. With respect to each related underlying Whole Loan, subject to certain exceptions, which are customarily acceptable to prudent commercial and multifamily mortgage lending institutions lending on the security of property comparable to the related underlying Mortgaged Property, each related Mortgage or loan agreement contains provisions for the acceleration of the payment of the unpaid principal balance of such underlying Whole Loan if, without complying with the requirements of the Mortgage or loan agreement, (a) the related underlying Mortgaged Property, or any controlling interest in the related Mortgagor, is directly transferred or sold (other than by reason of family and estate planning transfers, transfers by devise, descent or operation of law upon the death of a member, general partner or shareholder of the related borrower and transfers of less than a controlling interest (as such term is defined in the related Purchased Asset Documents) in a mortgagor, issuance of non-controlling new equity interests, transfers among existing members, partners or shareholders in the Mortgagor or an affiliate thereof, transfers among affiliated Mortgagors with respect to underlying Whole Loans which are cross-collateralized or cross-defaulted with other mortgage loans or transfers of a similar nature to the foregoing meeting the requirements of the underlying Whole Loan (such as pledges of ownership interests that do not result in a change of control) or a substitution or release of collateral within the parameters of paragraph (38) below), or (b) the related underlying Mortgaged Property or controlling interest in the borrower is encumbered in connection with subordinate financing by a lien or security interest against the related underlying Mortgaged Property, other than any existing permitted additional debt. The Purchased Asset Documents require the borrower to pay all reasonable costs incurred by the Mortgagor with respect to any transfer, assumption or encumbrance requiring lender’s approval.

36. With respect to each Purchased Asset and the related underlying Whole Loan, except as set forth in the related Purchased Asset documents delivered to Buyer, the terms of the related documents have not been waived, modified, altered, satisfied, impaired, canceled, subordinated or rescinded in any manner which materially interferes with the security intended to be provided by such documents and no such waiver, modification, alteration, satisfaction, impairment, cancellation, subordination or recission has occurred since the date upon which the due diligence file related to the applicable Purchased Asset was delivered to Buyer or its designee.

37. Each related underlying Mortgaged Property was inspected by or on behalf of the related originator or an affiliate during the 12 month period prior to the related origination date.

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38. Except as set forth in the Purchased Asset Documents, since origination, no material portion of any related underlying Mortgaged Property has been released from the lien of the related Mortgage in any manner which materially and adversely affects the value of the underlying Whole Loan or the Purchased Asset or materially interferes with the security intended to be provided by such Mortgage, and, except with respect to underlying Whole Loans (a) which permit defeasance by means of substituting for the underlying Mortgaged Property (or, in the case of an underlying Whole Loan secured by multiple underlying Mortgaged Properties, one or more of such underlying Mortgaged Properties) “government securities” as defined in the Investment Company Act of 1940, as amended, sufficient to pay the underlying Whole Loan (or portions thereof) in accordance with its terms, (b) where a release of the portion of the underlying Mortgaged Property was contemplated at origination and such portion was not considered material for purposes of underwriting the underlying Whole Loan, (c) where release is conditional upon the satisfaction of certain underwriting and legal requirements and the payment of a release price that represents adequate consideration for such underlying Mortgaged Property or the portion thereof that is being released, (d) which permit the related Mortgagor to substitute a replacement property in compliance with REMIC provisions or (e) which permit the release(s) of unimproved out-parcels or other portions of the underlying Mortgaged Property that will not have a material adverse effect on the underwritten value of the security for the underlying Whole Loan or that were not allocated to any value in the underwriting during the origination of the underlying Whole Loan, the terms of the related Mortgage do not provide for release of any portion of the underlying Mortgaged Property from the lien of the Mortgage except in consideration of payment in full therefor.

39. With respect to each related underlying Whole Loan, there are no material violations of any applicable zoning ordinances, building codes and land laws applicable to the underlying Mortgaged Property or the use and occupancy thereof which (i) are not insured by an ALTA lender’s title insurance policy (or a binding commitment therefor), or its equivalent as adopted in the applicable jurisdiction, or a law and ordinance insurance policy or (ii) would have a material adverse effect on the value, operation or net operating income of the underlying Mortgaged Property. The Purchased Asset Documents require the underlying Mortgaged Property to comply with all applicable laws and ordinances.

40. None of the material improvements which were included for the purposes of determining the appraised value of any related underlying Mortgaged Property at the time of the origination of the respective underlying Whole Loan lies outside of the boundaries and building restriction lines of such property (except underlying Mortgaged Properties which are legal non-conforming uses), to an extent which would have a material adverse affect on the value of the underlying Mortgaged Property or related Mortgagor’s use and operation of such underlying Mortgaged Property (unless affirmatively covered by title insurance) and no improvements on adjoining properties encroached upon such underlying Mortgaged Property to any material and adverse extent (unless affirmatively covered by title insurance).

41. The related Mortgagor has covenanted in its respective organizational documents and/or the Purchased Asset Documents to own no significant asset other than the related underlying Mortgaged Properties, as applicable, and assets incidental to its respective ownership and operation of such underlying Mortgaged Properties, and to hold itself out as being a legal entity, separate and apart from any other Person.

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42. With respect to each related underlying Whole Loan, no advance of funds has been made other than pursuant to the loan documents, directly or indirectly, by Seller to the Mortgagor and no funds have been received from any Person other than the Mortgagor, for or on account of payments due on the Mortgage Note or the Mortgage related thereto.

43. With respect to each related underlying Whole Loan, as of the Purchase Date for the related Purchased Asset, there was no pending action, suit or proceeding, or governmental investigation of which Seller has received notice or has Knowledge, against the Mortgagor or the related underlying Mortgaged Property the adverse outcome of which could reasonably be expected to materially and adversely affect such Mortgagor’s ability to pay principal, interest or any other amounts due under such underlying Whole Loan or the security intended to be provided by the Purchased Asset Documents or the use of the underlying Mortgaged Property.

44. With respect to each related underlying Whole Loan, if the related Mortgage is a deed of trust, a trustee, duly qualified under applicable law to serve as such, has either been properly designated and serving under such Mortgage or may be substituted in accordance with the Mortgage and applicable law.

45. With respect to the Purchased Asset and each related underlying Whole Loan, such underlying Whole Loan and the Purchased Asset and all interest thereon (exclusive of any default interest, late charges or prepayment premiums) contracted for complied as of the date of origination with, or is exempt from, applicable state or federal laws, regulations and other requirements pertaining to usury.

46. Each underlying Whole Loan that is cross-collateralized is cross-collateralized only with other underlying Whole Loans sold pursuant to this Agreement.

47. The improvements located on the underlying Mortgaged Property are either not located in a federally designated special flood hazard area or, if so located, the Mortgagor is required to maintain or the Mortgagee maintains, flood insurance with respect to such improvements and such policy is in full force and effect in an amount no less than the lesser of (i) the original principal balance of the underlying Whole Loan, (ii) the value of such improvements on the related underlying Mortgaged Property located in such flood hazard area or (iii) the maximum allowed under the related federal flood insurance program.

48. All escrow deposits and payments required pursuant to the underlying Whole Loan as of the Purchase Date required to be deposited with Seller in accordance with the Purchased Asset Documents have been so deposited, are in the possession, or under the control, of Seller or its agent and there are no deficiencies in connection therewith.

49. With respect to each related underlying Whole Loan, as of the Purchase Date, the related Mortgagor, the related lessee, franchisor or operator was in possession of all material licenses, permits and authorizations then required for the use of the related underlying Mortgaged Property by the related Mortgagor. The Purchased Asset Documents require the borrower to maintain all such licenses, permits and authorizations.

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50. With respect to the Junior Interest or Senior Interest and each related underlying Whole Loan, the origination (or acquisition, as the case may be), and, if Seller is the party responsible for servicing and administration of the related underlying Whole Loan under the applicable Purchased Asset Documents, the servicing and collection practices used by Seller with respect to such underlying Whole Loan have been in all respects legal and have met customary industry standards for servicing of commercial mortgage loans for conduit loan programs.

51. With respect to each related underlying Whole Loan, except for Mortgagors under underlying Whole Loans secured in whole or in part by a Ground Lease, the related Mortgagor (or its affiliate) has title in the fee simple interest in each related underlying Mortgaged Property.

52. The documents for each related underlying Whole Loan provide that each such underlying Whole Loan is non-recourse to the related Mortgagor except that the related Mortgagor and an additional guarantor accepts responsibility for any loss incurred due to fraud on the part of the Mortgagor and/or other intentional material misrepresentation. Furthermore, the documents for each related underlying Whole Loan provide that the related Mortgagor and an additional guarantor shall be liable to the lender for losses incurred due to the misapplication or misappropriation of rents collected in advance or received by the related Mortgagor after the occurrence of an event of default and not paid to the Mortgagee or applied to the underlying Mortgaged Property in the ordinary course of business, misapplication or conversion by the Mortgagor of insurance proceeds or condemnation awards or breach of the environmental covenants in the related Purchased Asset Documents.

53. Subject to the exceptions set forth in paragraph (17) and upon possession of the underlying Mortgaged Property as required under applicable state law, any Assignment of Leases set forth in the Mortgage or separate from the related Mortgage and related to and delivered in connection with each underlying Whole Loan establishes and creates a valid, subsisting and enforceable lien and security interest in the related Mortgagor’s interest in all leases, subleases, licenses or other agreements pursuant to which any Person is entitled to occupy, use or possess all or any portion of the real property.

54. With respect to each related underlying Whole Loan, any prepayment premium and yield maintenance charge constitutes a “customary prepayment penalty” within the meaning of Treasury Regulations Section 1.860G-1(b)(2).

55. If any related underlying Whole Loan contains a provision for any defeasance of mortgage collateral, such underlying Whole Loan permits defeasance (1) no earlier than two years after any securitization of the underlying Whole Loan or the Junior Interest or Senior Interest and (2) only with substitute collateral constituting “government securities” within the meaning of Treasury Regulations Section 1.860G-2(a)(8)(i) in an amount sufficient to make all scheduled payments under the Mortgage Note. No related underlying Whole Loan was originated with the intent to collateralize a REMIC offering with obligations that are not real estate mortgages. In addition, if the Mortgage related to any such underlying Whole Loan contains such a defeasance provision, it provides (or otherwise contains provisions pursuant to which the holder can require) that an opinion be provided to the effect that such holder has a first

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priority perfected security interest in the defeasance collateral. The related Purchased Asset Documents permit the lender to charge all of its expenses associated with a defeasance to the Mortgagor (including rating agencies’ fees, accounting fees and attorneys’ fees), and provide that the related Mortgagor must deliver (or otherwise, the Purchased Asset Documents contain certain provisions pursuant to which the lender can require) (a) an accountant’s certification as to the adequacy of the defeasance collateral to make payments under the related underlying Whole Loan for the remainder of its term, (b) an opinion of counsel that the defeasance will not cause any holder to lose its status as a REMIC, and (c) assurances from each applicable Rating Agency that the defeasance will not result in the withdrawal, downgrade or qualification of the ratings assigned to any certificates backed by the related underlying Whole Loan or the Junior Interest or Senior Interest.

56. With respect to each related underlying Whole Loan, to the extent required under applicable law as of the date of origination, and necessary for the enforceability or collectability of such underlying Whole Loan, the originator of such underlying Whole Loan was authorized to do business in the jurisdiction in which the related underlying Mortgaged Property is located at all times when it originated and held the underlying Whole Loan.

57. Neither Seller nor any affiliate thereof has any obligation to make any capital contributions to the Mortgagor under any related underlying Whole Loan.

58. Intentionally Omitted .

59. With respect to each related underlying Whole Loan, each related underlying Mortgaged Property constitutes one or more complete separate tax lots (or the related Mortgagor has covenanted to obtain separate tax lots and a Person has indemnified the Mortgagee for any loss suffered in connection therewith or an escrow of funds in an amount sufficient to pay taxes resulting from a breach thereof has been established) or is subject to an endorsement under the related title insurance policy.

60. With respect to each related underlying Whole Loan, an appraisal of the related underlying Mortgaged Property was conducted in connection with the origination of such underlying Whole Loan; and, to Seller’s Knowledge, such appraisal satisfied, in all material respects, either (A) the requirements of the “Uniform Standards of Professional Appraisal Practice” as adopted by the Appraisal Standards Board of the Appraisal Foundation, or (B) the guidelines in Title XI of the Financial Institutions Reform, Recovery and Enforcement Act or 1989, in either case as in effect on the date such underlying Whole Loan was originated.

61. With respect to each related underlying Whole Loan, the related Purchased Asset Documents require the Mortgagor to provide the Mortgagee with certain financial information at the times required under such Purchased Asset Documents.

62. With respect to each related underlying Whole Loan, the related underlying Mortgaged Property is served by public utilities, water and sewer (or septic facilities) and otherwise appropriate for the use in which the underlying Mortgaged Property is currently being utilized.

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63. With respect to each related underlying Mortgaged Property consisting of a Ground Lease, Seller represents and warrants the following with respect to the related Ground Lease:

(i) Such Ground Lease or a memorandum thereof has been or will be duly recorded no later than 30 days after the Purchase Date of the related Purchased Asset and such Ground Lease permits the interest of the lessee thereunder to be encumbered by the related Mortgage or, if consent of the lessor thereunder is required, it has been obtained prior to the Purchase Date.

(ii) Upon the foreclosure of the underlying Whole Loan (or acceptance of a deed in lieu thereof), the Mortgagor’s interest in such Ground Lease is assignable to the Mortgagee under the leasehold estate and its assigns without the consent of the lessor thereunder (or, if any such consent is required, it has been obtained prior to the Purchase Date).

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(ix) Under the terms of such Ground Lease, any estoppel or consent letter received by the Mortgagee from the lessor, and the related Mortgage, taken together, any related insurance proceeds or condemnation award (other than in respect of a total or substantially total loss or taking) will be applied either to the repair or restoration of all or part of the related underlying Mortgaged Property, with the Mortgagee or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment or defeasance of the outstanding principal balance of the underlying Whole Loan, together with any accrued interest (except in cases where a different allocation would not be viewed as commercially unreasonable by any commercial mortgage lender, taking into account the relative duration of the Ground Lease and the related Mortgage and the ratio of the market value of the related underlying Mortgaged Property to the outstanding principal balance of such underlying Whole Loan).

(x) The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by a prudent commercial lender.

(xi) The ground lessor under such Ground Lease is required to enter into a new lease upon termination of the Ground Lease for any reason, including the rejection of the Ground Lease in bankruptcy.

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Schedule 1(c)

REPRESENTATIONS AND WARRANTIES

RE: PURCHASED ASSETS CONSISTING OF MEZZANINE LOANS

Seller represents and warrants to Buyer, with respect to each Purchased Asset which is a Mezzanine Loan, that except as specifically disclosed to and approved by Buyer in accordance with the Agreement, as of the Purchase Date for each such Purchased Asset by Buyer from Seller and as of the date of each Transaction hereunder and at all times while the Repurchase Documents or any Transaction hereunder is in full force and effect the representations set forth on this Schedule 1(c) shall be true and correct in all material respects. For purposes of this Schedule 1(c) and the representations and warranties set forth herein, a breach of a representation or warranty shall be deemed to have been cured with respect to a Purchased Asset which is a Mezzanine Loan if and when Seller has taken or caused to be taken action such that the event, circumstance or condition that gave rise to such breach no longer affects such Purchased Asset.

1. The Mezzanine Loan is a performing senior or junior mezzanine loan secured by a pledge of one hundred percent (100%) of the direct or indirect Equity Interests in a Person that owns commercial real estate (a “ Property Owner ”).

2. As of the Purchase Date, such Mezzanine Loan complies in all material respects with, or is exempt from, all requirements of federal, state or local law relating to such Mezzanine Loan.

3. Immediately prior to the sale, transfer and assignment to Buyer thereof, Seller had good and marketable title to, and was the sole owner and holder of, such Mezzanine Loan, and Seller is transferring such Mezzanine Loan free and clear of any and all liens, pledges, encumbrances, charges, security interests or any other ownership interests of any nature encumbering such Mezzanine Loan. Upon consummation of the purchase contemplated to occur in respect of such Mezzanine Loan on the Purchase Date therefor, Seller will have validly and effectively conveyed to Buyer all legal and beneficial interest in and to such Mezzanine Loan free and clear of any pledge, lien, encumbrance or security interest.

4. No fraudulent acts were committed by Seller in connection with its acquisition or origination of such Mezzanine Loan nor were any fraudulent acts committed by any Person in connection with the origination of such Mezzanine Loan.

5. All information contained in the related Underwriting Package (or as otherwise provided to Buyer) in respect of such Mezzanine Loan is accurate and complete in all material respects. Seller has made available to Buyer for inspection with respect to such Mezzanine Loan, true, correct and complete Purchased Asset Documents.

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consented to any material change or waiver to any term or provision of any such document, instrument or agreement and no such change or waiver exists.

7. Such Mezzanine Loan is presently outstanding, the proceeds thereof have been fully disbursed pursuant to the terms of the related Purchased Asset Documents and, except for amounts held in escrow by Seller, there is no requirement for any future advances thereunder.

8. Seller has full right, power and authority to sell and assign such Mezzanine Loan, and such Mezzanine Loan or any related Mezzanine Note has not been cancelled, satisfied or rescinded in whole or part nor has any instrument been executed that would effect a cancellation, satisfaction or rescission thereof.

9. Other than consents and approvals obtained as of the related Purchase Date or those already granted in the Purchased Asset Documents, no consent or approval by any Person is required in connection with Seller’s sale and/or Buyer’s acquisition of such Mezzanine Loan, for Buyer’s exercise of any rights or remedies in respect of such Mezzanine Loan (except for compliance with applicable Requirements of Law in connection with the exercise of any rights or remedies by Buyer) or for Buyer’s sale, pledge or other disposition of such Mezzanine Loan. No third party holds any “right of first refusal”, “right of first negotiation”, “right of first offer”, purchase option, or other similar rights of any kind, and no other impediment exists to any such transfer or exercise of rights or remedies.

10. The Mezzanine Loan is secured by a pledge of one hundred percent (100%) of the direct or indirect Equity Interests in a Property Owner and the security interest created thereby has been fully perfected in favor of Seller as Mezzanine Lender.

11. The Underlying Obligor (hereinafter defined) has been duly organized and is validly existing and in good standing under the laws of its jurisdiction of organization, with requisite power and authority to own its assets and to transact the business in which it is now engaged, the sole purpose of the Underlying Obligor under its organizational documents is to own, finance, sell or otherwise manage the underlying Mortgaged Property (or the Capital Stock of the Property Owner) and to engage in any and all activities related or incidental thereto, and the underlying Mortgaged Property (or the Capital Stock of the Property Owner) constitute the sole assets of the Underlying Obligor.

12. The Underlying Obligor has good and marketable title to the underlying Mortgaged Property, subject to any Title Exceptions, and, no claims have been made and are pending under the title policies insuring the Underlying Obligor’s title to the underlying Mortgaged Property.

13. Intentionally Omitted .

14. The Purchased Asset Documents provide for the acceleration of the payment of the unpaid principal balance of the Mezzanine Loan if (i) the borrower thereunder (the “ Mezzanine Borrower ”) voluntarily transfers or encumbers all or any portion of any related Mezzanine Collateral, or (ii) any direct or indirect interest in the related Mezzanine Borrower is voluntarily transferred or assigned, other than, in each case, as permitted under the terms and conditions of the related Purchased Asset Documents.

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15. Pursuant to the terms of the Purchased Asset Documents: (a) no material terms of any related Underlying Mortgage may be waived, canceled, subordinated or modified in any material respect; (b) no action which could have a materially adverse impact on the market value of the underlying Mortgaged Property may be taken by the Underlying Obligor with respect to the underlying Mortgaged Property without the consent of the holder of the Mezzanine Loan; (c) the holder of the Mezzanine Loan is entitled to approve the budget of the Underlying Obligor as it relates to the underlying Mortgaged Property; and (d) the holder of the Mezzanine Loan's consent is required prior to the Underlying Obligor incurring any additional indebtedness, other than indebtedness relating to trade payables and other liabilities incurred in the ordinary course of business.

16. (a) Other than payments due but not yet 30 days or more delinquent, there is no material default, breach, violation or event of acceleration existing under the related Underlying Mortgage or the related Whole Loan, and no event has occurred (other than payments due but not yet delinquent) which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a material default, breach, violation or event of acceleration, provided, however , that this representation and warranty does not address or otherwise cover any default, breach, violation or event of acceleration that specifically pertains to any matter otherwise covered by any other representation and warranty made by Seller in any paragraph of this Schedule 1(c) and (b) Seller has not waived any material default, breach, violation or event of acceleration under such Mezzanine Loan and pursuant to the terms of the Purchased Asset Documents, no Person or party other than the holder of such Mezzanine Loan (or its servicer) may declare any event of default or accelerate the related indebtedness under such Mezzanine Loan.

17. No event of default has occurred under any other agreement pertaining to any lien relating to the Mezzanine Loan ranking junior to, pari passu with or senior to the interests of the holder of such Mezzanine Loan.

18. Seller’s security interest in the Mezzanine Loan is covered by a UCC-9 insurance policy (the “ UCC-9 Policy ”) in the maximum principal amount of the Mezzanine Loan insuring that the related pledge is a valid first priority lien on the collateral pledged in respect of such Mezzanine Loan (the “ Mezzanine Collateral ”), subject only to the exceptions stated therein (or a pro forma title policy or marked up title insurance commitment on which the required premium has been paid exists which evidences that such UCC-9 Policy will be issued), such UCC-9 Policy (or, if it has yet to be issued, the coverage to be provided thereby) is in full force and effect, no material claims have been made thereunder and no claims have been paid thereunder, Seller has not done, by act or omission, anything that would materially impair the coverage under the UCC-9 Policy and as of the Purchase Date, the UCC-9 Policy (or, if it has yet to be issued, the coverage to be provided thereby) will inure to the benefit of Buyer without the consent of (but upon notice to) the insurer.

19. Intentionally Omitted .

20. Seller has delivered to Buyer or its designee the original promissory note made in respect of such Mezzanine Loan, together with an original assignment thereof executed by Seller in blank.

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21. Seller has not received any written notice that the Mezzanine Loan may be subject to reduction or disallowance for any reason, including without limitation, any setoff, right of recoupment, defense, counterclaim or impairment of any kind.

22. Seller has no obligation to make additional loans to, make guarantees on behalf of, or otherwise extend additional credit to, or make any of the foregoing for the benefit of, the Mezzanine Borrower or any other person under or in connection with the Mezzanine Loan.

23. The origination (or acquisition, as the case may be), servicing and collection practices used by Seller with respect to the Mezzanine Loan have been in all respects legal and have met customary industry standards used by prudent institutional commercial mezzanine lenders and mezzanine loan servicers for the origination (or acquisition, as the case may be), and servicing of mezzanine loans.

24. If applicable, the ground lessor consented to and acknowledged that (i) the Mezzanine Loan is permitted / approved, (ii) any foreclosure of the Mezzanine Loan and related change in ownership of the ground lessee will not require the consent of the ground lessor or constitute a default under the ground lease, (iii) copies of default notices would be sent to Mezzanine Lender and (iv) it would accept cure from Mezzanine Lender on behalf of the ground lessee.

25. Intentionally Omitted .

26. No consent, approval, authorization or order of, or registration or filing with, or notice to, any court or governmental agency or body having jurisdiction or regulatory authority is required for any transfer or assignment by the holder of such Mezzanine Loan.

27. Seller has not received written notice of any outstanding liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind for which the holder of such Mezzanine Loan is or may become obligated.

28. Seller has not advanced funds, or knowingly received any advance of funds from a party other than the Mezzanine Borrower relating to such Mezzanine Loan, directly or indirectly, for the payment of any amount required by such Mezzanine Loan.

29. All real estate taxes and governmental assessments, or installments thereof, which would be a lien on any related underlying Mortgaged Property and that prior to the Purchase Date for the related Purchased Asset have become delinquent in respect of such underlying Mortgaged Property have been paid, or an escrow of funds in an amount sufficient to cover such payments has been established (either by Seller or a Mortgagee under any Underlying Mortgage). For purposes of this representation and warranty, real estate taxes and governmental assessments and installments thereof shall not be considered delinquent until the earlier of (a) the date on which interest and/or penalties would first be payable thereon and (b) the date on which enforcement action is entitled to be taken by the related taxing authority.

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30. Except as may be set forth in the property condition reports delivered to Buyer with respect to the underlying Mortgaged Property, as of the Purchase Date for the related Purchased Asset, each related underlying Mortgaged Property was free and clear of any material damage (other than deferred maintenance for which escrows were established at origination) that would affect materially and adversely the value of such underlying Mortgaged Property as security for the related underlying Whole Loan and there was no proceeding pending or, based solely upon the delivery of written notice thereof from the appropriate condemning authority, threatened for the total or partial condemnation of such underlying Mortgaged Property.

31. As of the Purchase Date, Mezzanine Borrower was maintaining insurance coverage with respect to the underlying Mortgaged Property in compliance in all material respects with the requirements under the Purchased Asset Documents and/or any Underlying Mortgage, which insurance covered such risks as were customarily acceptable to prudent commercial and multifamily mortgage lending institutions lending on the security of property comparable to the related underlying Mortgaged Property in the jurisdiction in which such underlying Mortgaged Property is located, and with respect to a fire and extended perils insurance policy, is in an amount (subject to a customary deductible) at least equal to the lesser of (i) the replacement cost of improvements located on such underlying Mortgaged Property, or (ii) the outstanding principal balance of the underlying Whole Loan, and in any event, the amount necessary to prevent operation of any co-insurance provisions; and, except if such underlying Mortgaged Property is operated as a mobile home park, is also covered by business interruption or rental loss insurance, in an amount at least equal to 12 months of operations of the related underlying Mortgaged Property, all of which is in full force and effect with respect to each related underlying Mortgaged Property; all premiums due and payable through the Purchase Date for the related Purchased Asset have been paid; and no notice of termination or cancellation with respect to any such insurance policy has been received by Seller. Except for certain amounts not greater than amounts which would be considered prudent by an institutional commercial and/or multifamily mortgage lender with respect to a similar mortgage loan and which are set forth in the Purchased Asset Documents and/or any underlying Whole Loan related to the underlying Mortgaged Property, any insurance proceeds in respect of a casualty loss, will be applied either (i) to the repair or restoration of all or part of the related underlying Mortgaged Property or (ii) the reduction of the outstanding principal balance of the underlying Whole Loan, subject in either case to requirements with respect to leases at the related underlying Mortgaged Property and to other exceptions customarily provided for by prudent institutional lenders for similar loans. The underlying Mortgaged Property is also covered by comprehensive general liability insurance against claims for personal and bodily injury, death or property damage occurring on, in or about the related underlying Mortgaged Property, in an amount customarily required by prudent institutional lenders. An architectural or engineering consultant has performed an analysis of the underlying Mortgaged Properties located in seismic zone 3 or 4 in order to evaluate the structural and seismic condition of such property, for the sole purpose of assessing the probable maximum loss (“ PML ”) for the underlying Mortgaged Property in the event of an earthquake. If the resulting report concluded that the PML would exceed 20% of the amount of the replacement costs of the improvements, earthquake insurance on such underlying Mortgaged Property was obtained by an insurer rated at least A-:V by A.M. Best Company or “BBB-” (or the equivalent) from S&P and Fitch or “Baa3” (or the equivalent) from Moody’s. If the underlying Mortgaged Property is located in Florida or within 25 miles of the coast of Texas, Louisiana, Mississippi, Alabama, Georgia, North Carolina or South Carolina such underlying

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Mortgaged Property is insured by windstorm insurance in an amount at least equal to the lesser of (i) the outstanding principal balance of such underlying Whole Loan and (ii) 100% of the full insurable value, or 100% of the replacement cost, of the improvements located on the related underlying Mortgaged Property.

32. The insurance policies contain a standard mortgagee clause naming the holder of the Underlying Mortgage (the “Mortgagee”), its successors and assigns as loss payee, in the case of a property insurance policy, and additional insured in the case of a liability insurance policy and provide that they are not terminable without 30 days prior written notice to the Mortgagee) (or, with respect to non-payment, 10 days prior written notice to the Mortgagee or such lesser period as prescribed by applicable law. Each Underlying Mortgage requires that Property Owner maintain insurance as described above or permits the Mortgagee to require insurance as described above, and permits the Mortgagee to purchase such insurance at the Property Owner’s expense if Property Owner fails to do so.

33. There is no material and adverse environmental condition or circumstance affecting the underlying Mortgaged Property; there is no material violation of any applicable Environmental Law with respect to the underlying Mortgaged Property; neither Seller nor the related Property Owner has taken any actions which would cause the underlying Mortgaged Property not to be in compliance with all applicable Environmental Laws; the Purchased Asset Documents require the borrower to comply with all Environmental Laws; and the related Property Owner has agreed to indemnify the Mortgagee for any losses resulting from any material, adverse environmental condition or failure of the Mortgagor to abide by such Environmental Laws or has provided environmental insurance.

34. No Mezzanine Borrower under the Mezzanine Loan nor any Property Owner under any underlying Whole Loan is a debtor in any state or federal bankruptcy or insolvency proceeding.

35. Each related underlying Mortgaged Property was inspected by or on behalf of the related originator or an affiliate during the 12 month period prior to the related origination date.

36. There are no material violations of any applicable zoning ordinances, building codes and land laws applicable to the underlying Mortgaged Property or the use and occupancy thereof other than those which (i) are insured by an ALTA lender’s title insurance policy (or a binding commitment therefor), or its equivalent as adopted in the applicable jurisdiction, or a law and ordinance insurance policy or (ii) would not have a material adverse effect on the value, operation or net operating income of the underlying Mortgaged Property. The Purchased Asset Documents require the underlying Mortgaged Property to comply with all applicable laws and ordinances.

37. None of the material improvements which were included for the purposes of determining the appraised value of any related underlying Mortgaged Property at the time of the origination of the Mezzanine Loan or any related underlying Whole Loan lies outside of the boundaries and building restriction lines of such property (except underlying Mortgaged Properties which are legal non-conforming uses), to an extent which would have a material

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adverse affect on the value of the underlying Mortgaged Property or the related Mortgagor’s use and operation of such underlying Mortgaged Property (unless affirmatively covered by title insurance) and no improvements on adjoining properties encroached upon such underlying Mortgaged Property to any material and adverse extent (unless affirmatively covered by title insurance).

38. As of the Purchase Date, there was no pending action, suit or proceeding, or governmental investigation of which Seller has received notice or has Knowledge, against the related Property Owner or the related underlying Mortgaged Property the adverse outcome of which could reasonably be expected to materially and adversely affect the Mezzanine Loan or the underlying Whole Loan.

39. The improvements located on the underlying Mortgaged Property are either not located in a federally designated special flood hazard area or, if so located, the Mortgagor is required to maintain or the Mortgagee maintains, flood insurance with respect to such improvements and such policy is in full force and effect in an amount no less than the lesser of (i) the original principal balance of the underlying Whole Loan, (ii) the value of such improvements on the related underlying Mortgaged Property located in such flood hazard area or (iii) the maximum allowed under the related federal flood insurance program.

40. Except for Property Owners under underlying Whole Loans secured in whole or in part by a Ground Lease, the related Property Owner (or its affiliate) has title in the fee simple interest in each related underlying Mortgaged Property.

41. The related underlying Mortgaged Property is not encumbered, and none of the Purchased Asset Documents permit the related underlying Mortgaged Property to be encumbered subsequent to the Purchase Date of the related Purchased Asset without the prior written consent of the holder thereof, by any lien securing the payment of money junior to or of equal priority with, or superior to, the lien of the related Underlying Mortgage (other than Title Exceptions, taxes, assessments and contested mechanics and materialmens liens that become payable after such Purchase Date).

42. Each related underlying Mortgaged Property constitutes one or more complete separate tax lots (or the related Property Owner has covenanted to obtain separate tax lots and a Person has indemnified the Mortgagee for any loss suffered in connection therewith or an escrow of funds in an amount sufficient to pay taxes resulting from a breach thereof has been established) or is subject to an endorsement under the related title insurance policy.

43. An appraisal of the related underlying Mortgaged Property was conducted in connection with the origination of the underlying Whole Loan; and, to Seller’s Knowledge, such appraisal satisfied, in all material respects, either (A) the requirements of the “Uniform Standards of Professional Appraisal Practice” as adopted by the Appraisal Standards Board of the Appraisal Foundation, or (B) the guidelines in Title XI of the Financial Institutions Reform, Recovery and Enforcement Act or 1989, in either case as in effect on the date such underlying Whole Loan was originated.

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44. The related underlying Mortgaged Property is served by public utilities, water and sewer (or septic facilities) and otherwise appropriate for the use in which the underlying Mortgaged Property is currently being utilized.

45. With respect to each related underlying Mortgaged Property consisting of a Ground Lease, Seller represents and warrants the following with respect to the related Ground Lease:

(i) Such Ground Lease or a memorandum thereof has been or will be duly recorded no later than 30 days after the Purchase Date of the related Purchased Asset and such Ground Lease permits the interest of the lessee thereunder to be encumbered by the related mortgage or, if consent of the lessor thereunder is required, it has been obtained prior to the Purchase Date.

(ii) Upon the foreclosure of the underlying Whole Loan (or acceptance of a deed in lieu thereof), the Property Owner’s interest in such Ground Lease is assignable to the Mortgagee under the leasehold estate and its assigns without the consent of the lessor thereunder.

(iii) Such Ground Lease may not be amended, modified, canceled or terminated without the prior written consent of the Mortgagee and any such action without such consent is not binding on the Mortgagee, its successors or assigns, except termination or cancellation if (i) an event of default occurs under the Ground Lease, (ii) notice thereof is provided to the Mortgagee and (iii) such default is curable by the Mortgagee as provided in the Ground Lease but remains uncured beyond the applicable cure period.

(vi) The Ground Lease (i) is not subject to any liens or encumbrances superior to, or of equal priority with, the Underlying Mortgage, subject, however, to only the Title Exceptions or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the lessor’s fee interest in the underlying Mortgaged Property is subject.

(viii) Such Ground Lease has an original term (together with any extension options, whether or not currently exercised, set forth therein all of which can be exercised by the

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Mortgagee if the Mortgagee acquires the lessee’s rights under the Ground Lease) that extends not less than 20 years beyond the stated maturity date.

(ix) Under the terms of such Ground Lease, any estoppel or consent letter received by the Mortgagee from the lessor, and the related Underlying Mortgage, taken together, any related insurance proceeds or condemnation award (other than in respect of a total or substantially total loss or taking) will be applied either to the repair or restoration of all or part of the related underlying Mortgaged Property, with the Mortgagee or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment or defeasance of the outstanding principal balance of the underlying Whole Loan, together with any accrued interest (except in cases where a different allocation would not be viewed as commercially unreasonable by any commercial mortgage lender, taking into account the relative duration of the Ground Lease and the related Underlying Mortgage and the ratio of the market value of the related underlying Mortgaged Property to the outstanding principal balance of such underlying Whole Loan).

(x) The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by a prudent commercial lender.

(xi) The ground lessor under such Ground Lease is required to enter into a new lease upon termination of the Ground Lease for any reason, including the rejection of the Ground Lease in bankruptcy.

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Schedule 1(d)

REPRESENTATIONS AND WARRANTIES

RE: PURCHASED ASSETS CONSISTING

OF MEZZANINE PARTICIPATIONS

Seller represents and warrant to Buyer, with respect to the Mezzanine Participation, that except as specifically disclosed to and approved by Buyer in accordance with this Side Letter, as of the Closing Date for the Mezzanine Participation by Buyer from Seller and at all times while this Side Letter or the Transaction hereunder is in full force and effect the representations set forth on this Schedule 1(d) shall be true and correct in all material respects. For purposes of this Schedule 1(d) and the representations and warranties set forth herein, a breach of a representation or warranty shall be deemed to have been cured with respect to the Mezzanine Participation if and when Seller has taken or caused to be taken action such that the event, circumstance or condition that gave rise to such breach no longer affects the Mezzanine Participation.

1. The Mezzanine Participation is a senior or junior participation interest in a performing commercial mezzanine loan (a “ Mezzanine Loan ”).

2. As of the Purchase Date, the Mezzanine Participation complied in all material respects with, or is exempt from, all requirements of federal, state or local law relating to the Mezzanine Participation.

3. Immediately prior to the sale, transfer and assignment to Buyer thereof, Seller had good and marketable title to, and was the sole owner and holder of, the Mezzanine Participation, and Seller is transferring the Mezzanine Participation free and clear of any and all liens, pledges, encumbrances, charges, security interests or any other ownership interests of any nature encumbering the Mezzanine Participation. Upon consummation of the purchase contemplated to occur in respect of the Mezzanine Participation on the Purchase Date therefor, Seller will have validly and effectively conveyed to Buyer all legal and beneficial interest in and to the Mezzanine Participation free and clear of any pledge, lien, encumbrance or security interest.

4. No fraudulent acts were committed by Seller in connection with its acquisition or origination of the Mezzanine Participation nor were any fraudulent acts committed by any Person in connection with the origination of the Mezzanine Participation.

5. All information contained in the related Underwriting Package (or as otherwise provided to Buyer) in respect of the Mezzanine Participation is accurate and complete in all material respects.

6. Seller has full right, power and authority to sell and assign the Mezzanine Participation and the Mezzanine Participation has not been cancelled, satisfied or rescinded in

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whole or part nor has any instrument been executed that would effect a cancellation, satisfaction or rescission thereof.

7. Other than consents and approvals obtained as of the related Purchase Date or those already granted in the Purchased Asset Documents, no consent or approval by any Person is required in connection with Seller’s sale and/or Buyer’s acquisition of the Mezzanine Participation, for Buyer’s exercise of any rights or remedies in respect of the Mezzanine Participation (except for compliance with applicable Requirements of Law in connection with the exercise of any rights or remedies by Buyer) or for Buyer’s sale, pledge or other disposition of the Mezzanine Participation. No third party holds any “right of first refusal”, “right of first negotiation”, “right of first offer”, purchase option, or other similar rights of any kind, and no other impediment exists to any such transfer or exercise of rights or remedies.

8. No consent, approval, authorization or order of, or registration or filing with, or notice to, any court or governmental agency or body having jurisdiction or regulatory authority is required for any transfer or assignment by the holder of the Mezzanine Participation.

9. Seller has delivered to Buyer or its designee the original participation certificate or other similar indicia of ownership of the Mezzanine Participation, however denominated, together with an original assignment thereof, executed by Seller in blank.

10. Intentionally Omitted .

11. The Mezzanine Participation has not been and shall not be deemed to be a Security within the meaning of the Securities Act of 1933, as amended or the Securities Exchange Act of 1934, as amended.

12. Seller has not received written notice of any outstanding liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind for which the holder of the Mezzanine Participation is or may become obligated.

13. No issuer of the Mezzanine Participation is a debtor in any state or federal bankruptcy or insolvency proceeding.

14. With respect to the Mezzanine Participation, except as set forth in the Purchased Asset Documents delivered to Buyer, the terms of the related documents have not been waived, modified, altered, satisfied, impaired, canceled, subordinated or rescinded in any manner which materially interferes with the security intended to be provided by such documents and no such waiver, modification, alteration, satisfaction, impairment, cancellation, subordination or recission has occurred since the date upon which the due diligence file related to the Mezzanine Participation was delivered to Buyer or its designee.

15. With respect to the related Mezzanine Loan, the related Purchased Asset Documents require the Mezzanine Borrower to provide the Mezzanine Lender with certain financial information at the times required under the related Purchased Asset Documents.

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16. The related Mezzanine Loan is secured by a pledge of one hundred percent (100%) of the direct or indirect equity ownership interests in the Mortgagor under a Whole Loan (the “ Underlying Property Owner ”) or a direct or indirect owner of the Underlying Property Owner.

17. As of the Purchase Date, the related Mezzanine Loan complies in all material respects with, or is exempt from, all requirements of federal, state or local law relating to the related Mezzanine Loan.

18. All information contained in the related Underwriting Package (or as otherwise provided to Buyer) in respect of such Mezzanine Participation is accurate and complete in all material respects. Seller has made available to Buyer for inspection with respect to such Mezzanine Participation, true, correct and complete Purchased Asset Documents.

19. Except as included in the Underwriting Package, Seller is not a party to any document, instrument or agreement, and there is no document, that by its terms modifies or affects the rights and obligations of any holder of the Mezzanine Participation or the related Mezzanine Loan and Seller has not consented to any material change or waiver to any term or provision of any such document, instrument or agreement and no such change or waiver exists.

20. The related Mezzanine Loan is presently outstanding, the proceeds thereof have been fully and properly disbursed pursuant to the terms of the related Purchased Asset Documents and, except for amounts held in escrow, there is no requirement for any future advances thereunder.

21. The Underlying Property Owner has been duly organized and is validly existing and in good standing under the laws of its jurisdiction of organization, with requisite power and authority to own its assets and to transact the business in which it is now engaged, the sole purpose of the Underlying Property Owner under its organizational documents is to own, finance, sell or otherwise manage the underlying Mortgaged Property and to engage in any and all activities related or incidental thereto, and the underlying Mortgaged Property constitutes the sole assets of the Underlying Property Owner.

22. The Underlying Property Owner has good and marketable title to the underlying Mortgaged Property, subject to any Title Exceptions and, no claims have been made and are pending under the title policies insuring the Underlying Property Owner’s title to the Underlying Mortgage Property.

23. Intentionally Omitted .

24. The Purchased Asset Documents provide for the acceleration of the payment of the unpaid principal balance of the Mezzanine Loan if (i) the Mezzanine Borrower voluntarily transfers or encumbers all or any portion of any related Mezzanine Collateral, or (ii) any direct or indirect interest in the related Mezzanine Borrower is voluntarily transferred or assigned, other than, in each case, as permitted under the terms and conditions of the related Purchased Asset Documents.

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25. Pursuant to the terms of the Purchased Asset Documents: (a) no material terms of any related mortgage encumbering the Underlying Mortgage Property (an “ Underlying Mortgage ”) may be waived, canceled, subordinated or modified in any material respect; (b) no action which could have a materially adverse impact on the market value of the underlying Mortgaged Property may be taken by the Underlying Property Owner with respect to the underlying Mortgaged Property without the consent of the holder of the Mezzanine Loan; (c) the holder of the Mezzanine Loan is entitled to approve the budget of the Underlying Property Owner as it relates to the underlying Mortgaged Property; and (d) the holder of the Mezzanine Loan's consent is required prior to the Underlying Property Owner incurring any additional indebtedness, other than indebtedness relating to trade payables incurred in the ordinary course of business.

26. (a) Other than payments due but not yet 30 days or more delinquent, there is no material default, breach, violation or event of acceleration existing under the related Underlying Mortgage or the related Whole Loan, and no event has occurred (other than payments due but not yet delinquent) which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a material default, breach, violation or event of acceleration, provided, however , that this representation and warranty does not address or otherwise cover any default, breach, violation or event of acceleration that specifically pertains to any matter otherwise covered by any other representation and warranty made by Seller in any paragraph of this Schedule 1(d) and (b) Seller has not waived any material default, breach, violation or event of acceleration under such Mezzanine Loan and pursuant to the terms of the related Purchased Asset Documents, no Person or party other than the holder of such Mezzanine Loan (or its servicer) may declare any event of default or accelerate the related indebtedness under such Mezzanine Loan.

27. No default or event of default has occurred under any agreement pertaining to any lien relating to the related Mezzanine Loan ranking junior to, pari passu with or senior to the interests of the Mezzanine Participation or the holder of the related Mezzanine Loan.

28. Mezzanine Lender’s security interest in the related Mezzanine Loan is covered by a UCC-9 insurance policy (the “ UCC-9 Policy ”) in the maximum principal amount of the Mezzanine Loan insuring that the related pledge is a valid first priority lien on the collateral pledged in respect of such Mezzanine Loan (the “ Mezzanine Collateral ”), subject only to the exceptions stated therein (or a pro forma title policy or marked up title insurance commitment on which the required premium has been paid exists which evidences that such UCC-9 Policy will be issued), such UCC-9 Policy (or, if it has yet to be issued, the coverage to be provided thereby) is in full force and effect, no material claims have been made thereunder and no claims have been paid thereunder, Seller has not done, by act or omission, anything that would materially impair the coverage under the UCC-9 Policy and as of the Purchase Date, the UCC-9 Policy will inure to the benefit of Buyer without the consent of (but upon notice to) the insurer..

29. Intentionally Omitted .

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30. Seller has not received any written notice that the related Mezzanine Loan may be subject to reduction or disallowance for any reason, including without limitation, any setoff, right of recoupment, defense, counterclaim or impairment of any kind.

31. Seller has no obligation to make additional loans to, make guarantees on behalf of, or otherwise extend additional credit to, or make any of the foregoing for the benefit of, the Mezzanine Borrower or any other person under or in connection with the Mezzanine Loan.

32. With respect to the Mezzanine Participation and the related Mezzanine Loan, the origination (or acquisition, as the case may be) and, if Seller is the party responsible for the servicing and administration of the Mezzanine Loan relating to such Mezzanine Participation, the servicing and collection practices used by Seller with respect to such Mezzanine Loan have been in all respects legal and have met customary industry standards used by prudent institutional commercial mezzanine lenders and mezzanine loan servicers.

33. If applicable, the ground lessor consented to and acknowledged that (i) the related Mezzanine Loan is permitted / approved, (ii) any foreclosure of the related Mezzanine Loan and related change in ownership of the ground lessee will not require the consent of the ground lessor or constitute a default under the ground lease, (iii) copies of default notices would be sent to the Mezzanine Lender under the related Mezzanine Loan and (iv) it would accept cure from the Mezzanine Lender under the related Mezzanine Loan on behalf of the ground lessee.

34. Intentionally Omitted .

35. Seller has not received written notice of any outstanding liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind for which the holder of such Mezzanine Participation is or may become obligated under the Purchased Asset Documents.

36. Seller has not advanced funds, or knowingly received any advance of funds from a party other than the Mezzanine Borrower relating to such Mezzanine Participation, directly or indirectly, for the payment of any amount required by such Mezzanine Participation.

37. All real estate taxes and governmental assessments, or installments thereof, which would be a lien on any related underlying Mortgaged Property and that prior to the Purchase Date for the related Purchased Asset have become delinquent in respect of such underlying Mortgaged Property have been paid, or an escrow of funds in an amount sufficient to cover such payments has been established (either by Seller or by the related Mortgagee. For purposes of this representation and warranty, real estate taxes and governmental assessments and installments thereof shall not be considered delinquent until the earlier of (a) the date on which interest and/or penalties would first be payable thereon and (b) the date on which enforcement action is entitled to be taken by the related taxing authority.

38. As of the Purchase Date for the related Purchased Asset, each related underlying Mortgaged Property was free and clear of any material damage (other than deferred maintenance for which escrows were established at origination) that would affect materially and adversely the value of such underlying Mortgaged Property as security for the underlying Whole

Sch. 1(d)-5

Loan and there was no proceeding pending or, based solely upon the delivery of written notice thereof from the appropriate condemning authority, threatened for the total or partial condemnation of such underlying Mortgaged Property.

39. As of the Purchase Date, insurance coverage was being maintained with respect to the underlying Mortgaged Property in compliance in all material respects with the requirements under the Purchased Asset Documents and/or any Underlying Mortgage, which insurance covered such risks as were customarily acceptable to prudent commercial and multifamily mortgage lending institutions lending on the security of property comparable to the related underlying Mortgaged Property in the jurisdiction in which such underlying Mortgaged Property is located, and with respect to a fire and extended perils insurance policy, is in an amount (subject to a customary deductible) at least equal to the lesser of (i) the replacement cost of improvements located on such underlying Mortgaged Property, or (ii) the outstanding principal balance of the underlying Whole Loan, and in any event, the amount necessary to prevent operation of any co-insurance provisions; and, except if such underlying Mortgaged Property is operated as a mobile home park, is also covered by business interruption or rental loss insurance, in an amount at least equal to 12 months of operations of the related underlying Mortgaged Property, all of which is in full force and effect with respect to each related underlying Mortgaged Property; all premiums due and payable through the Purchase Date for the related Purchased Asset have been paid; and no notice of termination or cancellation with respect to any such insurance policy has been received by Seller. Except for certain amounts not greater than amounts which would be considered prudent by an institutional commercial and/or multifamily mortgage lender with respect to a similar mortgage loan and which are set forth in the Purchased Asset Documents and/or any underlying Whole Loan related to the underlying Mortgaged Property, any insurance proceeds in respect of a casualty loss, will be applied either (i) to the repair or restoration of all or part of the related underlying Mortgaged Property or (ii) the reduction of the outstanding principal balance of the underlying Whole Loan, subject in either case to requirements with respect to leases at the related underlying Mortgaged Property and to other exceptions customarily provided for by prudent institutional lenders for similar loans. The underlying Mortgaged Property is also covered by comprehensive general liability insurance against claims for personal and bodily injury, death or property damage occurring on, in or about the related underlying Mortgaged Property, in an amount customarily required by prudent institutional lenders. An architectural or engineering consultant has performed an analysis of the underlying Mortgaged Properties located in seismic zone 3 or 4 in order to evaluate the structural and seismic condition of such property, for the sole purpose of assessing the probable maximum loss (“ PML ”) for the underlying Mortgaged Property in the event of an earthquake. If the resulting report concluded that the PML would exceed 20% of the amount of the replacement costs of the improvements, earthquake insurance on such underlying Mortgaged Property was obtained by an insurer rated at least A-:V by A.M. Best Company or “BBB-” (or the equivalent) from S&P and Fitch or “Baa3” (or the equivalent) from Moody’s. If the underlying Mortgaged Property is located in Florida or within 25 miles of the coast of Texas, Louisiana, Mississippi, Alabama, Georgia, North Carolina or South Carolina such underlying Mortgaged Property is insured by windstorm insurance in an amount at least equal to the lesser of (i) the outstanding principal balance of such underlying Whole Loan and (ii) 100% of the full insurable value, or 100% of the replacement cost, of the improvements located on the related underlying Mortgaged Property.

Sch. 1(d)-6

40. The insurance policies contain a standard mortgagee clause naming Mortgagee, its successors and assigns as loss payee, in the case of a property insurance policy, and additional insured in the case of a liability insurance policy and provide that they are not terminable without 30 days prior written notice to the Mortgagee (or, with respect to non-payment, 10 days prior written notice to the Mortgagee) or such lesser period as prescribed by applicable law. Each Underlying Mortgage requires that Property Owner maintain insurance as described above or permits the Mortgagee to require insurance as described above, and permits the Mortgagee to purchase such insurance at the Property Owner’s expense if Property Owner fails to do so.

41. There is no material and adverse environmental condition or circumstance affecting the underlying Mortgaged Property; there is no material violation of any applicable Environmental Law with respect to the underlying Mortgaged Property; neither Seller nor the Underlying Property Owner has taken any actions which would cause the underlying Mortgaged Property not to be in compliance with all applicable Environmental Laws; the Purchased Asset Documents require the borrower to comply with all Environmental Laws; and the Underlying Property Owner has agreed to indemnify the Mortgagee for any losses resulting from any material, adverse environmental condition or failure of the Underlying Property Owner to abide by such Environmental Laws or has provided environmental insurance.

42. No Mezzanine Borrower under the related Mezzanine Loan nor any Underlying Property Owner under any Underlying Mortgage is a debtor in any state or federal bankruptcy or insolvency proceeding.

43. Each related underlying Mortgaged Property was inspected by or on behalf of the related originator or an affiliate during the 12 month period prior to the related origination date.

44. There are no material violations of any applicable zoning ordinances, building codes and land laws applicable to the underlying Mortgaged Property or the use and occupancy thereof other than those which (i) are insured by an ALTA lender’s title insurance policy (or a binding commitment therefor), or its equivalent as adopted in the applicable jurisdiction, or a law and ordinance insurance policy or (ii) would not have a material adverse effect on the value, operation or net operating income of the underlying Mortgaged Property. The Purchased Asset Documents require the underlying Mortgaged Property to comply with all applicable laws and ordinances.

45. None of the material improvements which were included for the purposes of determining the appraised value of any related underlying Mortgaged Property at the time of the origination of the related Mezzanine Loan or any underlying Whole Loan lies outside of the boundaries and building restriction lines of such property (except underlying Mortgaged Properties which are legal non-conforming uses), to an extent which would have a material adverse affect on the value of the underlying Mortgaged Property or the related Underlying Property Owner’s use and operation of such underlying Mortgaged Property (unless affirmatively covered by title insurance) and no improvements on adjoining properties encroached upon such underlying Mortgaged Property to any material and adverse extent (unless affirmatively covered by title insurance).

Sch. 1(d)-7

46. As of the Purchase Date, there was no pending action, suit or proceeding, or governmental investigation of which the Seller has received notice or has Knowledge, against the Underlying Property Owner or the related underlying Mortgaged Property the adverse outcome of which could reasonably be expected to materially and adversely affect the Mezzanine Participation, the related Mezzanine Loan or the underlying Whole Loan.

47. The improvements located on the underlying Mortgaged Property are either not located in a federally designated special flood hazard area or, if so located, the Underlying Property Owner is required to maintain or the Mortgagee maintains, flood insurance with respect to such improvements and such policy is in full force and effect in an amount no less than the lesser of (i) the original principal balance of the underlying Whole Loan, (ii) the value of such improvements on the related underlying Mortgaged Property located in such flood hazard area or (iii) the maximum allowed under the related federal flood insurance program.

48. Except for Underlying Property Owners under underlying Whole Loans secured in whole or in party by a Ground Lease, the related Underlying Property Owner (or its affiliate) has title in the fee simple interest in each related underlying Mortgaged Property.

49. The related underlying Mortgaged Property is not encumbered, and none of the Purchased Asset Documents permit the related underlying Mortgaged Property to be encumbered subsequent to the Purchase Date of the related Purchased Asset without the prior written consent of the holder thereof, by any lien securing the payment of money junior to or of equal priority with, or superior to, the lien of the Underlying Mortgage (other than Title Exceptions, taxes, assessments and contested mechanics and materialmens liens that become payable after such Purchase Date).

50. Each related underlying Mortgaged Property constitutes one or more complete separate tax lots (or the related Underlying Property Owner has covenanted to obtain separate tax lots and a Person has indemnified the Mortgagee for any loss suffered in connection therewith or an escrow of funds in an amount sufficient to pay taxes resulting from a breach thereof has been established) or is subject to an endorsement under the related title insurance policy.

51. An appraisal of the related underlying Mortgaged Property was conducted in connection with the origination of the underlying Whole Loan; and, to Seller’s Knowledge, such appraisal satisfied, in all material respects, either (A) the requirements of the “Uniform Standards of Professional Appraisal Practice” as adopted by the Appraisal Standards Board of the Appraisal Foundation, or (B) the guidelines in Title XI of the Financial Institutions Reform, Recovery and Enforcement Act or 1989, in either case as in effect on the date such underlying Whole Loan was originated.

52. The related underlying Mortgaged Property is served by public utilities, water and sewer (or septic facilities) and otherwise appropriate for the use in which the underlying Mortgaged Property is currently being utilized.

Sch. 1(d)-8

53. With respect to each related underlying Mortgaged Property consisting of a Ground Lease, Seller represents and warrants the following with respect to the related Ground Lease:

(i) Such Ground Lease or a memorandum thereof has been or will be duly recorded no later than 30 days after the Purchase Date of the related Purchased Asset and such Ground Lease permits the interest of the lessee thereunder to be encumbered by the related mortgage or, if consent of the lessor thereunder is required, it has been obtained prior to the Purchase Date.

(ii) Upon the foreclosure of the underlying Whole Loan (or acceptance of a deed in lieu thereof), the Underlying Property Owner’s interest in such Ground Lease is assignable to the Mortgagee under the leasehold estate and its assigns without the consent of the lessor thereunder (or, if any such consent is required, it has been obtained prior to the Purchase Date).

Sch. 1(d)-9

(ix) Under the terms of such Ground Lease, any estoppel or consent letter received by the Mortgagee from the lessor, and the related Underlying Mortgage, taken together, any related insurance proceeds or condemnation award (other than in respect of a total or substantially total loss or taking) will be applied either to the repair or restoration of all or part of the related underlying Mortgaged Property, with the Mortgagee or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment or defeasance of the outstanding principal balance of the underlying Whole Loan, together with any accrued interest (except in cases where a different allocation would not be viewed as commercially unreasonable by any commercial mortgage lender, taking into account the relative duration of the Ground Lease and the related mortgage and the ratio of the market value of the related underlying Mortgaged Property to the outstanding principal balance of such underlying Whole Loan).

(x) The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by a prudent commercial lender.

(xi) The ground lessor under such Ground Lease is required to enter into a new lease upon termination of the Ground Lease for any reason, including the rejection of the Ground Lease in bankruptcy.

Sch. 1(d)-10

Schedule 2

[See Schedule 2 to the Fee and Pricing Letter]

Sch. 2-1

Schedule 3

TRAILING FUTURE FUNDING OBLIGATIONS

[TO COME]

Sch. 3-1

EXHIBIT LIST


	EXHIBIT

Transaction Request	A

Confirmation	B

Power of Attorney	C

Closing Certificate	D

Compliance Certificate	E

Assignment and Acceptance	F

Account Control Agreement	G-1

[Reserved]	G-2

[Reserved]	H

[Reserved]	I

Future Funding Confirmation	J

Certificate of Responsible Officer	K

[Reserved]	L

Locations of Buyer and Seller	Annex I

EXHIBIT A

FORM OF TRANSACTION REQUEST

[ ] [ ], 20[ ]

Wells Fargo Bank, National Association
One Wells Fargo Center
301 South College Street
MAC D1053-160, 16 th Floor
Charlotte, North Carolina 28202

Attention:

Re: Sixth Amended and Restated Master Repurchase and Securities Contract dated as of April 10, 2019 (as amended, restated, supplemented or otherwise modified and in effect from time to time the “ Agreement ”) among Starwood Property Mortgage Sub-2, L.L.C. (“ Seller 2 ”), Starwood Property Mortgage Sub-2-A, L.L.C. (“ Seller 2-A ”), SPT CA Fundings 2, LLC (“SPT Seller”) and Wells Fargo Bank, National Association (“ Buyer ”)

Ladies and Gentlemen:

This is a Transaction Request delivered pursuant to Section 3.01 of the Agreement. Terms used but not defined herein are as defined in the Agreement. [Seller 2][Seller 2-A] hereby requests that Buyer enter into a Transaction upon the proposed terms set forth below.

Assets (including Class and
underlying Mortgaged Property):	As described in Appendix 1 hereto

Is this a CMBS Purchased Asset?:	[yes]/[no]

Book Value:	As described in Appendix 1 hereto

Market Value:	$_______________________

Applicable Percentage:	_____%

Purchased Asset Documents:	As described in Appendix 1 hereto

Purchase Date:	[ ] [ ], 20[ ]

Purchase Price:	$_______________________

Except as specified in Appendix 1 hereto, on the Purchase Date for each Asset described in this Transaction Request, [Seller 2][Seller 2-A] will make all of the representations and warranties contained in the Agreement (including Schedule 1 to the Agreement as applicable to the Class of such Asset) with respect thereto.

	Seller :

	[Starwood Property Mortgage Sub-2, L.L.C.


	By:
		Name:
		Title:]


	[Starwood Property Mortgage Sub-2-A, L.L.C.


	By:
		Name:
		Title:]

Appendix 1 to Transaction Request

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

(a)	Transaction Name
(b)	Seller Loan Number
(c)	Class (Whole Loan, Junior Interest, Senior Interest, Mezzanine Loan or Mezzanine Participation Interest)
(d)	Lien Type
(e)	Property Type
(f)	Property Street Address
(g)	Property City, State, County, Zip Code
(h)	Appraised Value
(i)	Appraisal Firm
(j)	Appraisal Date
(k)	Original Balance
(l)	Seller Origination Balance
(m)	Current Balance
(n)	Amortization
(o)	Balloon Amount
(p)	[Current] Interest Rate
(q)	Spread
(r)	Index (Ex: 1 mo LIBOR; [ ]%)
(s)	Next Interest Change Date
(t)	Next Payment Change Date
(u)	Interest Rate cap
(v)	Current Principal and Interest
(w)	Note Date
(x)	First Payment Due Date to Seller
(y)	Initial Maturity Date
(z)	Extended Maturity Date
(aa)	Current delinquency status
(bb)	Payment Type
(cc)	Payment Frequency
(dd)	Rate Change Frequency
(ee)	Original Principal and Interest
(ff)	Sponsor Name (including first name, if any)
(gg)	Borrowing Entity Name
(hh)	Underlying Borrower Name
(ii)	Open to Prepayment?
(jj)	Prepayment Penalty
(kk)	Current Senior Liens
(ll)	Current Senior Lender

(mm)	DSCR on Prior/Senior Liens
(nn)	Term of Senior Liens
(oo)	Interest Rate of Senior Loans
(pp)	Current DSCR on combined debt
(qq)	Current LTV, including senior liens

[See related Confirmation for exceptions to representations and warranties made by Seller]

EXHIBIT B

FORM OF CONFIRMATION

[____] [__], 20[__]

Wells Fargo Bank, National Association
One Wells Fargo Center
301 South College Street
MAC D1053-160, 16 th Floor
Charlotte, North Carolina 28288

Attention:

Ladies and Gentlemen:

This is a Confirmation executed and delivered by [Seller 2][Seller 2-A] and Buyer pursuant to Section 3.01 of the Agreement. Terms used but not defined herein are as defined in the Agreement. [Seller 2][Seller 2-A] and Buyer hereby confirm and agree that as of the Purchase Date and upon the other terms specified below, [Seller 2][Seller 2-A] shall sell and assign to Buyer, and Buyer shall purchase from [Seller 2][Seller 2-A], all of [Seller 2][Seller 2-A]’s right, title and interest in, to and under the Purchased Assets listed in Appendix 1 hereto.

Purchased Assets (including Class and
underlying Mortgaged Property):	As described in Appendix 1 hereto

Asset Category:	[Bridge/CMBS]

Recourse amount:	[____]%

Is this a CMBS Purchased Asset?:	[yes/no]

Market Value:	$[____]

Purchase Date Debt Yield:	[____]%

Sch. 1(a)-3

Applicable Percentage:	[____]%

Maximum Applicable Percentage:	[____]%

Purchased Asset Documents:	As described in Appendix 1 hereto

Purchase Date:	[____] [__], 20[__]

Purchase Price:	$[____]

Pricing Margin:	[____]%

Bridge Pricing Adjustment
Percentage (if applicable):	[____]%

Repurchase Date:	[____] [__], 20[__]

Seller hereby certifies as follows, on and as of the above Purchase Date with respect to each Purchased Asset described in this Confirmation:

1. All of the conditions precedent in Article 6 of the Agreement have been satisfied.

2. Except as specified in Appendix 1 hereto, Seller will make all of the representations and warranties contained in the Agreement (including Schedule 1 to the Agreement as applicable to the Class of such Asset).

	Seller :

	[Starwood Property Mortgage Sub-2, L.L.C.


	By:
		Name:
		Title:]

Sch. 1(a)-4

	[Starwood Property Mortgage Sub-2, L.L.C.


	By:
		Name:
		Title:]

Sch. 1(a)-5

Buyer :


Acknowledged and Agreed:

Wells Fargo Bank, National Association


By:
	Name:
	Title:

Sch. 1(a)-6

Appendix 1 to Confirmation

List of Purchased Assets, including, as applicable:


(a)	Transaction Name
(b)	Seller Loan Number
(c)	Class (Whole Loan, Senior Interest, Mezzanine Loan, Junior Interest or Mezzanine Participation Interest)
(d)	Lien Type
(e)	Property Type
(f)	Property Street Address
(g)	Property City, State, County, Zip Code
(h)	Appraised Value
(i)	Appraisal Firm
(j)	Appraisal Date
(k)	Original Balance
(l)	Seller Origination Balance
(m)	Current Balance
(n)	Amortization
(o)	Balloon Amount
(p)	[Current] Interest Rate
(q)	Spread
(r)	Index (Ex: 1 mo LIBOR; [ ]%)
(s)	Next Interest Change Date
(t)	Next Payment Change Date
(u)	Interest Rate cap
(v)	Current Principal and Interest
(w)	Note Date
(x)	First Payment Due Date to Seller
(y)	Initial Maturity Date
(z)	Extended Maturity Date
(aa)	Current delinquency status
(bb)	Payment Type
(cc)	Payment Frequency
(dd)	Rate Change Frequency
(ee)	Original Principal and Interest
(ff)	Sponsor Name (including first name, if any)
(gg)	Borrowing Entity Name
(hh)	Underlying Borrower Name
(ii)	Open to Prepayment?
(jj)	Prepayment Penalty
(kk)	Current Senior Liens
(ll)	Current Senior Lender

Sch. 1(a)-7


(mm)	DSCR on Prior/Senior Liens
(nn)	Term of Senior Liens
(oo)	Interest Rate of Senior Loans
(pp)	Current DSCR on combined debt
(qq)	Current LTV, including senior liens

[See attached for a description of any exceptions to representations and warranties made by Seller]

Sch. 1(a)-8

EXHIBIT C

FORM OF POWER OF ATTORNEY

September 15, 2016

Know All Men by These Presents, that [STARWOOD PROPERTY MORTGAGE SUB-2, L.L.C.][STARWOOD PROPERTY MORTGAGE SUB-2-A, L.L.C.], a Delaware limited liability company (“ Seller ”), does hereby appoint WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“ Buyer ”), its attorney‑in‑fact to act in Seller’s name, place and stead in any way that Seller could do with respect to the enforcement of Seller’s rights under the Purchased Assets purchased by Buyer pursuant to the Fifth Amended and Restated Master Repurchase and Securities Contract, dated as of September 15, 2016, among Buyer, Seller and [Starwood Property Mortgage Sub-2, L.L.C.][Starwood Property Mortgage Sub-2-A, L.L.C.] (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “ Repurchase Agreement ”), and to take such other steps as may be necessary or desirable to enforce Buyer’s rights against such Purchased Assets to the extent that Seller is permitted by law to act through an agent.

TO INDUCE ANY THIRD PARTY TO ACT HEREUNDER, SELLER HEREBY AGREES THAT ANY THIRD PARTY RECEIVING A DULY EXECUTED COPY OR FACSIMILE OF THIS INSTRUMENT MAY ACT HEREUNDER, AND THAT REVOCATION OR TERMINATION HEREOF SHALL BE INEFFECTIVE AS TO SUCH THIRD PARTY UNLESS AND UNTIL ACTUAL NOTICE OR KNOWLEDGE OF SUCH REVOCATION OR TERMINATION SHALL HAVE BEEN RECEIVED BY SUCH THIRD PARTY, AND SELLER, HEREBY AGREES TO INDEMNIFY AND HOLD HARMLESS ANY SUCH THIRD PARTY FROM AND AGAINST ANY AND ALL CLAIMS THAT MAY ARISE AGAINST SUCH THIRD PARTY BY REASON OF SUCH THIRD PARTY HAVING RELIED ON THE PROVISIONS OF THIS INSTRUMENT.

THIS POWER OF ATTORNEY IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE UNTIL SUCH TIME AS ALL OBLIGATIONS OF SELLER AND [STARWOOD PROPERTY MORTGAGE SUB-2, L.L.C.] [STARWOOD PROPERTY MORTGAGE SUB-2-A, L.L.C.] TO BUYER ARE FULLY AND IRREVOCABLY PERFORMED AND SATISFIED. THIS POWER OF ATTORNEY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY CONFLICTS OF LAWS PRINCIPLES OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

[SIGNATURE PAGE FOLLOWS]

Sch. 1(a)-1

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

	[STARWOOD PROPERTY MORTGAGE SUB‑2, L.L.C., a Delaware limited liability company


	By:
		Name:
		Title: ]


	[STARWOOD PROPERTY MORTGAGE SUB‑2-A, L.L.C., a Delaware limited liability company


	By:
		Name:
		Title: ]

EXHIBIT D

FORM OF CLOSING CERTIFICATE 1

STARWOOD PROPERTY TRUST, INC.

SECRETARY'S CERTIFICATE

The undersigned, being the Secretary of Starwood Property Trust, Inc., a Maryland corporation (the “ Guarantor ”), which is the parent of Starwood Property Mortgage Sub-2, L.L.C. (“ Seller 2 ”), a Delaware limited liability company, and Starwood Property Mortgage Sub-2-A, L.L.C. (“ Seller 2-A ”, and collectively with Seller 2, the “ Seller ”), a Delaware limited liability company, certifies that he is authorized to execute and deliver this Certificate in the name and on behalf of the Guarantor and the Seller, and further certifies as follows:

1. The Articles of Incorporation of Guarantor have not been amended or modified since August 14, 2009 and are in full force and effect;

2. The By-Laws of the Guarantor have not been amended or modified as of the date hereof and are in full force and effect;

3. Annexed hereto as Exhibit A is a true, correct and complete copy of the Certificate of Good Standing of the Guarantor issued by the Secretary of State of the State of Maryland;

4. The Certificate of Formation of Seller 2 has not been amended or modified as of the date hereof and is in full force and effect;

5. The Amended and Restated Limited Liability Company Operating Agreement of Seller 2 has not been amended or modified as of the date hereof, except as modified pursuant to that certain Amendment to Amended and Restated Limited Liability Company Agreement of Seller 2, dated as of February 28, 2011, annexed hereto as Exhibit B , and is in full force and effect;

6. Annexed hereto as Exhibit C is a true, correct and completely copy of the Certificate of Good Standing of Seller 2 issued by the Secretary of State of the State of Delaware;

7. Annexed hereto as Exhibit D is a true, correct and complete copy of the Certificate of Formation of Seller 2-A, which Certificate of Formation has not been amended or modified as of the date hereof and is in full force and effect;

1 STWD to also provide secretary certificate for SPT Seller.

8. Annexed hereto as Exhibit E is a true, correct and complete copy of the Limited Liability Company Operating Agreement of Seller 2-A, which Operating Agreement has not been amended or modified as of the date hereof and is in full force and effect;

9. Annexed hereto as Exhibit F is a true, correct and completely copy of the Certificate of Good Standing of Seller 2-A issued by the Secretary of State of the State of Delaware;

10. Annexed hereto as Exhibit G are true, correct and complete copies of the Consents of Starwood Property Mortgage, L.L.C. (“ Seller 2 Sole Member ”), a Delaware limited liability company, the sole member of Seller 2 and Starwood Property Mortgage BC, L.L.C., (“ Seller 2-A Sole Member ”) a Delaware limited liability company, authorizing the transactions contemplated by the Repurchase Agreement. Such consents have been in effect since the date set forth therein and have not been modified or rescinded subsequent to the date thereof;

11. The Certificate of Formation of the Seller 2 Sole Member has not been amended or modified since September 14, 2009 and is in full force and effect;

12. The Limited Liability Company Operating Agreement of the Seller 2 Sole Member has not been amended or modified as of the date hereof and is in full force and effect;

13. Annexed hereto as Exhibit H is a true, correct and completely copy of the Certificate of Good Standing of Seller 2 Sole Member issued by the Secretary of State of the State of Delaware;

14. Annexed hereto as Exhibit I is a true, correct and complete copy of the Consent of Seller 2-A Sole Member, the sole member of Seller 2-A, authorizing the transactions contemplated by the Repurchase Agreement. Such consent has been in effect since the date set forth therein and has not been modified or rescinded subsequent to the date hereof;

15. Annexed hereto as Exhibit J is a true, correct and complete copy of the Certificate of Formation of the Seller 2-A Sole Member, which Certificate of Formation has not been amended or modified as of the date hereof and is in full force and effect;

16. Annexed hereto as Exhibit K is a true, correct and complete copy of the Limited Liability Company Operating Agreement of the Seller 2-A Sole Member, which Operating Agreement has not been amended or modified as of the date hereof and is in full force and effect;

17. Annexed hereto as Exhibit L is a true, correct and completely copy of the Certificate of Good Standing of the Seller 2-A Sole Member issued by the Secretary of State of the State of Delaware;

18. Annexed hereto as Exhibit M is a true, correct and complete copy of the Consent of SPT Real Estate Sub I, LLC, the sole member of the Seller 2 Sole Member, authorizing the transactions contemplated by the Repurchase Agreement. Such consent has been in effect since the date set forth therein and has not been modified or rescinded subsequent to the date hereof.

IN WITNESS HEREOF, the undersigned has signed this Secretary’s Certificate as of the [__] day of [________], 2019.




	[___________], Secretary

EXHIBIT E

FORM OF COMPLIANCE CERTIFICATE

[ ] [ ], 20[ ]

Wells Fargo Bank, National Association
One Wells Fargo Center
301 South College Street
MAC D1053-160, 16th Floor
Charlotte, NC 28288

Attention: ___________

Re: Sixth Amended and Restated Master Repurchase and Securities Contract dated as of April 10, 2019 (as amended, restated, supplemented or otherwise modified and in effect from time to time the “ Agreement ”) among Starwood Property Mortgage Sub-2, L.L.C, Starwood Property Mortgage Sub-2-A, L.L.C., SPT CA Fundings 2, LLC (individually and collectively, “ Seller ”) and Wells Fargo Bank, National Association (“ Buyer ”)

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

THE UNDERSIGNED HEREBY CERTIFIES THAT:

(a) I am a duly elected Responsible Officer of _________.

I have reviewed the terms of the Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and financial condition of [___________][Seller] during the accounting period covered by the financial statements attached hereto (or most recently delivered to Buyer if none are attached).

The examinations described in the preceding paragraph did not disclose, and I have no knowledge of, the existence of any condition or event which

constitutes an Event of Default or Default during or at the end of the accounting period covered by the attached financial statements or as of the date of this Compliance Certificate (including after giving effect to any pending Transactions requested to be entered into), except as set forth below.

Attached as Exhibit 1 hereto are the financial statements required to be delivered pursuant to Section 8.09 of the Agreement (or, if none are required to be delivered as of the date of this Compliance Certificate, the financial statements most recently delivered pursuant to Section 8.09 of the Agreement), which financial statements, to the best of my knowledge after due inquiry, fairly and accurately present in all material respects, the consolidated financial condition and operations of [____________][Seller] and the consolidated results of their operations as of the date or with respect to the period therein specified, determined in accordance with GAAP.

Attached as Exhibit 2 hereto are the calculations demonstrating compliance with the financial covenants set forth in Section 8.07 of the Agreement and in Section 15 of the Guarantee Agreement, each for the immediately preceding fiscal quarter.

To the best of my knowledge, Seller has, during the period since the delivery of the immediately preceding Compliance Certificate, observed or performed all of its covenants and other agreements in all material respects, and satisfied in all material respects every condition, contained in the Agreement and the other Repurchase Documents to be observed, performed or satisfied by it, and I have no knowledge of the occurrence during such period, or present existence, of any condition or event which constitutes an Event of Default or Default (including after giving effect to any pending Transactions requested to be entered into), except as set forth below.

Described below are the exceptions, if any, to the above paragraph, setting forth in detail the nature of the condition or event, the period during which it has existed and the action which the Parent or any Seller has taken, is taking, or proposes to take with respect to such condition or event:


	Name:
	Title:

Exhibit 1 : Financial Statements

Exhibit 2 : Financial Covenant Compliance Calculations

EXHIBIT F

FORM OF ASSIGNMENT AND ACCEPTANCE

1. Reference is made to the Sixth Amended and Restated Master Repurchase and Securities Contract dated as of April 10, 2019 (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “ Agreement ”) among Starwood Property Mortgage Sub-2, L.L.C., Starwood Property Mortgage Sub-2-A, L.L.C., SPT CA Fundings 2, LLC (individually and collectively, “ Seller ”) and Wells Fargo Bank, National Association (“ Buyer ”).

2. Wells Fargo Bank, National Association (“ Assignor ”) and _______________________ (“ Assignee ”) hereby agree as follows:

3. Assignor hereby sells and assigns and delegates, without recourse except as to the representations and warranties made by it herein, to Assignee, and Assignee hereby purchases and assumes from Assignor, an interest in and to Assignor’s rights and obligations under the Agreement as of the Effective Date (as hereinafter defined) equal to the percentage interest specified on Schedule I hereto of all outstanding rights and obligations under the Repurchase Agreement (collectively, the “ Assigned Interest ”).

4. Assignor:

(a) hereby represents and warrants that its name set forth on Schedule I hereto is its legal name, that it is the legal and beneficial owner of the Assigned Interest and that such Assigned Interest is free and clear of any adverse claim;

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

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

5. Assignee:

(a) confirms that it has received a copy of the Agreement, the other Repurchase Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance;

(b) agrees that it will, independently and without reliance upon the Agent or any Buyer, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Repurchase Agreement;

(d) agrees that, from and after the Effective Date, it will be bound by the provisions of the Agreement and the other Repurchase Documents and, to the extent of the Assigned Interest, it will perform in accordance with their terms all of the obligations that by the terms of the Repurchase Agreement are required to be performed by it as a Buyer; and

(e) The effective date for this Assignment and Acceptance (the “ Effective Date ”) shall be the date specified on Schedule I hereto.

6. As of the Effective Date, (a) Assignee shall be a party to the Agreement and, to the extent of the Assigned Interest, shall have the rights and obligations of Buyer thereunder and (b) Assignor shall, to the extent that any rights and obligations under the Agreement have been assigned and delegated by it pursuant to this Assignment and Acceptance, relinquish its rights (other than provisions of the Agreement and the other Repurchase Documents that are specified under the terms thereof to survive the payment in full of the Obligations) and be released from its obligations under the Agreement (and, if this Assignment and Acceptance covers all or the remaining rights and obligations of such Assignor under the Agreement, such Assignor shall cease to be a party thereto).

7. Assignor and Assignee shall make all appropriate adjustments in payments under the Agreement for periods prior to the Effective Date directly between themselves.

8. This Assignment and Acceptance and any claim, controversy or dispute arising under or related to or in connection with this Assignment and Acceptance, the relationship of the parties, and/or the interpretation and enforcement of the rights and duties of the parties will be governed by the laws of the State of New York without regard to any conflicts of law principles other than Section 5-1401 of the New York General Obligations Law.

9. This Assignment and Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Acceptance may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed

counterpart of Schedule I hereto in Portable Document Format (PDF) or by telecopier or facsimile transmission shall be effective as delivery of an originally executed counterpart of this Assignment and Acceptance.

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

Schedule I

ASSIGNMENT AND ACCEPTANCE

Assignor: Wells Fargo Bank, National Association

Assignee:

Effective Date: ______________ ___, 201__

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


	Assignor:

	Wells Fargo Bank, National Association, as Assignor
	[Type or print legal name of Assignor]


	By
		Name:
		Title:

	Dated: ___________ __, 201__

Assignee :

	_______________________________, as Assignee
		[Type or print legal name of Assignee]


	By
		Name:
		Title:


	Dated: ________ __, ____


	Address for Notices:

EXHIBIT G-1

FORM OF ACCOUNT CONTROL AGREEMENT

(Deposit Account and Securities Account)

Account Control Agreement dated as of _____________, 201_ (the “ Agreement ”), among [Starwood Property Mortgage Sub‑2, L.L.C., Starwood Property Mortgage Sub‑2-A, L.L.C. and/or applicable pledge agent] (“ Secured Party ”), [identify underlying borrower] (“ Pledgor ”), and [identify custodian] (the “ Custodian ”).

WHEREAS , the Custodian maintains the [escrow and reserve account and securities account] for the benefit of by the Pledgor; and

WHEREAS , pursuant to the terms the [identify security agreement] between Secured Party and Pledgor (as amended from time to time, the “ Security Agreement ”), Pledgor has granted to Secured Party a security interest in the Collateral Accounts and the Collateral (each as defined below) to secure the obligations of Pledgor described in the Security Agreement; and

WHEREAS , Secured Party, Pledgor and the Custodian are entering into this Agreement to provide for the control of the Collateral;

NOW, THEREFORE , in consideration of the mutual promises set forth herein, it is agreed as follows:

1. Collateral Accounts. All Collateral (other than cash Collateral) shall be identified and segregated on the Custodian’s books and records under the name “[Name of Pledgor] for the benefit of [Starwood Property Mortgage Sub‑2, L.L.C., Starwood Property Mortgage Sub‑2-A, L.L.C. and/or applicable pledge agent]” (the “ Securities Account ”). The Custodian shall treat all non‑cash Collateral as financial assets under Article 8 of the Uniform Commercial Code as in effect from time to time in The State of New York (the “ UCC ”), and shall credit such Collateral to the Securities Account. The Custodian represents that the Securities Account is a “securities account” (as defined in Section 8‑501(a) of the UCC). The Custodian shall identify and segregate in a separate deposit account any cash Collateral and hold it under the name “[Name of Pledgor] for the benefit of [Starwood Property Mortgage Sub‑2, L.L.C., Starwood Property Mortgage Sub‑2-A, L.L.C. and/or applicable pledge agent]” (the “ Deposit Account ” and, together with the Securities Account, the “ Collateral Accounts ”). The Custodian represents that the Deposit Account is a “deposit account” (as defined in Section 9‑102(a)(29) of the UCC). All Collateral consisting of cash or funds, whether posted as initial Collateral or Collateral in the form of Proceeds (as defined in Section 3 below) shall be held in the Deposit Account.

2. Account Control.

2.1 Security Interest . This Agreement is intended by Secured Party and Pledgor to grant “control” of the Collateral Accounts to Secured Party for purposes of perfection of Secured Party’s security interest in such Collateral pursuant to Article 8 and Article 9 of the UCC, and the

Custodian hereby acknowledges that it has been advised of Pledgor’s grant to Secured Party of a security interest in the Collateral Accounts and all financial assets, funds and other property credited thereto or held therein from time to time (collectively, the “ Collateral ”). Notwithstanding anything to the contrary in this Agreement, the Custodian will at all times comply with entitlement orders or instructions (within the meaning of Sections 8‑102, 9‑104 and 9‑106 of the UCC) received from Secured Party with respect to the Collateral Accounts, including without limitation instructions directing the disposition of funds held in the Deposit Account, without further consent of the Pledgor or any other person.

2.2 Control by Pledgor . Unless and until the Custodian receives written notice from Secured Party pursuant to Section 2.3 below instructing the Custodian that Secured Party is exercising its right to exclusive control over the Collateral Accounts, which notice is substantially in the form attached hereto as Exhibit A (a “ Notice of Exclusive Control ”) the Custodian shall take all actions with respect to the Collateral in the Collateral Accounts upon the joint instructions of Secured Party and Pledgor.

2.3 Control by Secured Party .

(i) Secured Party agrees to provide the Custodian, in the form of Exhibit B attached (as may be amended from time to time), the names and signatures of authorized parties who may give notices, instructions, or entitlement orders concerning the Collateral Accounts. Other means of notice or instruction may be used provided that Secured Party and the Custodian agree to appropriate security procedures. Upon receipt by the Custodian of a Notice of Exclusive Control, the Custodian shall thereafter follow only the instructions or entitlement orders of Secured Party with respect to the Collateral Accounts and shall comply with any entitlement order or instructions (within the meaning of Sections 8‑102, 9‑104 and 9‑106 of the UCC) received from Secured Party with respect thereto, including without limitation instructions directing the disposition of funds held in the Deposit Account, without further consent of Pledgor or any other person, and Custodian will not comply with entitlement orders or instructions concerning the Collateral originated by Pledgor without the prior written consent of Secured Party.

(ii) The Custodian shall have no responsibility or liability to Pledgor for complying with a Notice of Exclusive Control or complying with entitlement orders or instructions originated by Secured Party concerning the Collateral Accounts. The Custodian shall have no duty to investigate or make any determination to verify the existence of an event of default or compliance by either Secured Party or Pledgor with applicable law or the Security Agreement, and the Custodian shall be fully protected in complying with a Notice of Exclusive Control whether or not Pledgor may allege that no such event of default or other like event exists.

3. Distributions. The Custodian shall, without further action by Pledgor or Secured Party, credit to Deposit Account all interest, dividends and other income received by the Custodian on the Collateral (collectively, “ Proceeds ”) as additional Collateral.

- 2-

4. Release of Collateral; Release of Security Interest.

4.1 Release of Collateral . Subject to Section 2.3 hereof, Custodian will release all, or any designated portion, of the Collateral held in the Collateral Accounts as soon as reasonably practicable after receiving written instructions or entitlement orders from Secured Party and Pledgor authorizing such release.

4.2 Release of Security Interest . Secured Party agrees to notify the Custodian promptly in writing when all obligations of Pledgor to Secured Party secured by the Security Agreement have been fully paid and satisfied (and any commitment of Secured Party to advance further amounts or credit thereunder has been terminated) or Secured Party otherwise no longer claims any interest in the Collateral in the Collateral Accounts, whichever is sooner; at which time the Custodian shall have no further liabilities or responsibilities hereunder and the Custodian’s obligations under this Agreement shall terminate.

5. Duties and Services of Custodian.

(i) Custodian agrees that it is acting as a “securities intermediary,” as defined in Section 8‑102(a)(14) of the UCC, with respect to the Securities Account and the Collateral credited thereto. The Custodian agrees, with respect to the Deposit Account, that it is acting as a “bank,” as defined in Section 9‑102(a)(8) of the UCC.

(ii) The Custodian shall have no duties, obligations, responsibilities or liabilities with respect to the Collateral Accounts except as and to the extent expressly set forth in this Agreement. The Custodian shall not be liable or responsible for anything done or omitted to be done by it in good faith and in the absence of bad faith, negligence or willful misconduct.

(iii) Pledgor shall indemnify and hold the Custodian harmless with regard to any losses or liabilities of the Custodian (including reasonable attorneys’ fees) imposed on or incurred by the Custodian arising out of any action or omission of the Custodian under this Agreement, except for any such losses or liabilities caused by the bad faith, negligence or willful misconduct of the Custodian.

6. Force Majeure. The Custodian shall not be liable for delays, errors or losses occurring by reason of circumstances beyond its control, including, without limitation, acts of God, market disorder, terrorism, insurrection, war, riots, failure of transportation or equipment, or failure of vendors, communication or power supply. In no event shall the Custodian be liable to any person for indirect, consequential or special damages, even if the Custodian has been advised of the possibility or likelihood of such damages (each, a “ Force Majeure Event ”); provided , however , that the Custodian shall (i) make reasonably diligent efforts to mitigate the effects of any Force Majeure Event and (ii) resume performance under this Agreement as soon as reasonably possible after the cessation of such Force Majeure Event.

7. Custodian Representations. The Custodian agrees and confirms, as of the date hereof, and at all times until the termination of this Agreement, that it has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other person or entity relating to the Collateral or the Collateral Accounts under which it has

- 3-

agreed to comply with entitlement orders (as defined in Section 8‑102(a)(8) of the UCC) or other instructions of such other person or entity.

8. Fees and Expenses of Custodian; Subordination of Security Interest. Pledgor hereby agrees to pay and reimburse the Custodian for any advances, fees, costs, expenses (including, without limitation, reasonable attorneys’ fees and costs) and disbursements that may be paid or incurred by the Custodian in connection with this Agreement or the arrangement contemplated hereby. The Custodian agrees that any security interest, lien, encumbrance or other right that the Custodian may have with respect to the Collateral or the Collateral Accounts shall be subordinate to the security interest of Secured Party therein.

9. Notices. Any notice, instruction, entitlement order or other instrument required to be given hereunder, or requests and demands to or upon the respective parties hereto, shall be in writing and may be sent by hand, or by facsimile transmission, email, telex, or overnight delivery by any recognized delivery service, prepaid or, for termination of this Agreement only, by certified or registered mail, and addressed as follows, or to such other address as any party may hereafter notify the other respective parties hereto in writing:

If to Secured Party, then:

[Starwood Property Mortgage Sub‑2, L.L.C., Starwood Property Mortgage Sub‑2-A, L.L.C. and/or applicable pledge agent]
[ADDRESS]
Attention:
Facsimile:
Telephone:

If to Pledgor, then:

[NAME OF PLEDGOR]
[ADDRESS]
Attention:
Facsimile:
Telephone:

If to Custodian, then:

[NAME OF CUSTODIAN]
[ADDRESS]
Attention:
Facsimile:
Telephone:

10. Amendment. No amendment or modification of this Agreement will be effective unless it is in writing and signed by each of the parties hereto.

11. Termination. This Agreement shall continue in effect until Secured Party has notified the Custodian in writing that this Agreement is to be terminated.

- 4-

12. Severability. In the event any provision of this Agreement is held illegal, void or unenforceable, the remainder of this Agreement shall remain in effect.

13. Governing Law. This Agreement and any claim, controversy or dispute arising under or related to or in connection with this Agreement, the relationship of the parties, and/or the interpretation and enforcement of the rights and duties of the parties will be governed by the laws of the State of New York without regard to any conflicts of law principles other than Section 5-1401 of the New York General Obligations Law.

14. Headings. Any headings appearing on this Agreement are for convenience only and shall not affect the interpretation of any of the terms of this Agreement.

15. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, and all such counterparts taken together shall constitute one and the same Agreement.

16. Successors; Assignment. The Agreement will be binding upon the parties and their respective successors and assigns. This Agreement may not be assigned without the written consent of all parties, and any attempted assignment in violation this Section 16 shall be null and void.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

- 5-

IN WITNESS WHEREOF , the parties have caused this Agreement to be executed by their respective officers or duly authorized representatives as of the date first above written.

[NAME OF PLEDGOR]


By:
Name:
Title:


By:
Name:
Title:

[STARWOOD PROPERTY MORTGAGE SUB‑2, L.L.C., STARWOOD PROPERTY
MORTGAGE SUB‑2-A, L.L.C. AND/OR APPLICABLE PLEDGE AGENT]

By:
Name:
Title:


[NAME OF CUSTODIAN]


By:
Name:
Title:

Exhibit A

[Starwood Property Mortgage Sub‑2, L.L.C., Starwood Property Mortgage Sub‑2-A, L.L.C. and/or applicable pledge agent]

Date: _________________

[Name of Custodian]
[Address]
Attn:

RE: [Name of Pledgor]

NOTICE OF EXCLUSIVE CONTROL

We hereby instruct you pursuant to the terms of that certain Account Control Agreement dated as of _____________, 201_ (the “ Control Agreement ”) among the undersigned, [name of underlying borrower] (“ Pledgor ”), and you, as Custodian, that you (i) shall not follow any instructions or entitlement orders of Pledgor with respect to the Collateral or the Collateral Accounts (as defined in the Control Agreement) held by you for Pledgor, and (ii) unless and until otherwise expressly instructed by the undersigned, shall exclusively follow the entitlement orders and instructions of the undersigned with respect to such Collateral and such Collateral Accounts.


	Very truly yours,


	[Starwood Property Mortgage Sub‑2, L.L.C., Starwood Property Mortgage Sub‑2-A, L.L.C. and/or applicable pledge agent]


	By:
		Authorized Signatory

A- 1

Exhibit B

CONTROL AGREEMENT

DATED ___________ __, 2010

AUTHORIZED PERSONS FOR [SECURED PARTY].

[Custodian] is directed to accept and act upon notices, instructions or entitlement orders received from any one of the following persons at [Starwood Property Mortgage Sub‑2, L.L.C., Starwood Property Mortgage Sub‑2-A, L.L.C. and/or applicable pledge agent]:


Name	Telephone/Fax Number	Signature
1.	1. Telephone: Facsimile:	1. _____________________
2.	2. Telephone: Facsimile:	2. _____________________
3.	3. Telephone: Facsimile:	3. _____________________
4.	4. Telephone: Facsimile:	4. _____________________
5.	5. Telephone: Facsimile:	5. ______________________


Authorized by:
	as authorized agent of [Starwood Property Mortgage Sub‑2, L.L.C., Starwood Property Mortgage Sub‑2-A, L.L.C. and/or applicable pledge agent]

Name:

Title:

Date:

B- 1

FORM OF ACCOUNT CONTROL AGREEMENT

(Securities Account Only)

WHEREAS , the Custodian maintains the [escrow and reserve account and securities account] for the benefit of by the Pledgor; and

WHEREAS , pursuant to the terms the [identify security agreement] between Secured Party and Pledgor (as amended from time to time, the “ Security Agreement ”), Pledgor has granted to Secured Party a security interest in the Collateral Account and the Collateral (each as defined below) to secure the obligations of Pledgor described in the Security Agreement; and

WHEREAS , Secured Party, Pledgor and the Custodian are entering into this Agreement to provide for the control of the Collateral;

NOW, THEREFORE , in consideration of the mutual promises set forth herein, it is agreed as follows:

1. Collateral Account. All Collateral shall be identified and segregated on the Custodian’s books and records under the name “[Name of Pledgor] for the benefit of [Starwood Property Mortgage Sub‑2, L.L.C., Starwood Property Mortgage Sub‑2-A, L.L.C. and/or applicable pledge agent]” (the “ Collateral Account ”). The Custodian shall treat all Collateral, including without limitation cash, as financial assets under Article 8 of the Uniform Commercial Code as in effect from time to time in The State of New York (the “ UCC ”), and shall credit the Collateral to the Collateral Account. The Custodian represents that the Collateral Account is a “securities account” (as defined in Section 8‑501(a) of the UCC).

2. Account Control.

2.1 Security Interest . This Agreement is intended by Secured Party and Pledgor to grant “control” of the Collateral Account to Secured Party for purposes of perfection of Secured Party’s security interest in such Collateral pursuant to Article 8 and Article 9 of the UCC, and the Custodian hereby acknowledges that it has been advised of Pledgor’s grant to Secured Party of a security interest in the Collateral Account and all financial assets credited thereto from time to time (collectively, the “ Collateral ”). Notwithstanding anything to the contrary in this Agreement, the Custodian will at all times comply with entitlement orders (within the meaning of Sections 8‑102(a)(8) and 9‑106 of the UCC) received from Secured Party with respect to the Collateral Accounts, without further consent of the Pledgor or any other person.

2.2 Control by Pledgor . Unless and until the Custodian receives written notice from Secured Party pursuant to Section 2.3 below instructing the Custodian that Secured Party is exercising its right to exclusive control over the Collateral Account, which notice is substantially in the form attached hereto as Exhibit A (a “ Notice of Exclusive Control ”) the Custodian shall

take all actions with respect to the Collateral in the Collateral Account upon the joint instructions of Secured Party and Pledgor.

2.3 Control by Secured Party .

(i) Secured Party agrees to provide the Custodian, in the form of Exhibit B attached (as may be amended from time to time), the names and signatures of authorized parties who may give notices, instructions, or entitlement orders concerning the Collateral Account. Other means of notice or instruction may be used provided that Secured Party and the Custodian agree to appropriate security procedures. Upon receipt by the Custodian of a Notice of Exclusive Control, the Custodian shall thereafter follow only the entitlement orders of Secured Party with respect to the Collateral Account and shall comply with any entitlement order (within the meaning of Sections 8‑102(a)(8) and 9‑106 of the UCC) received from Secured Party with respect thereto, without further consent of Pledgor or any other person, and Custodian will not comply with entitlement orders or instructions concerning the Collateral originated by Pledgor without the prior written consent of Secured Party.

(ii) The Custodian shall have no responsibility or liability to Pledgor for complying with a Notice of Exclusive Control or complying with entitlement orders originated by Secured Party concerning the Collateral Account. The Custodian shall have no duty to investigate or make any determination to verify the existence of an event of default or compliance by either Secured Party or Pledgor with applicable law or the Security Agreement, and the Custodian shall be fully protected in complying with a Notice of Exclusive Control whether or not Pledgor may allege that no such event of default or other like event exists.

3. Distributions. The Custodian shall, without further action by Pledgor or Secured Party, credit to Collateral Account all interest, dividends and other income received by the Custodian on the Collateral as additional Collateral.

4. Release of Collateral; Release of Security Interest.

4.1 Release of Collateral . Subject to Section 2.3 hereof, Custodian will release all, or any designated portion, of the Collateral held in the Collateral Account as soon as reasonably practicable after receiving written instructions or entitlement orders from Secured Party and Pledgor authorizing such release.

4.2 Release of Security Interest . Secured Party agrees to notify the Custodian promptly in writing when all obligations of Pledgor to Secured Party secured by the Security Agreement have been fully paid and satisfied (and any commitment of Secured Party to advance further amounts or credit thereunder has been terminated) or Secured Party otherwise no longer claims any interest in the Collateral in the Collateral Account, whichever is sooner; at which time the Custodian shall have no further liabilities or responsibilities hereunder and the Custodian’s obligations under this Agreement shall terminate.

- 2-

5. Duties and Services of Custodian.

(i) Custodian agrees that it is acting as a “securities intermediary,” as defined in Section 8‑102(a)(14) of the UCC, with respect to the Collateral Account and the Collateral credited thereto.

(ii) The Custodian shall have no duties, obligations, responsibilities or liabilities with respect to the Collateral Account except as and to the extent expressly set forth in this Agreement. The Custodian shall not be liable or responsible for anything done or omitted to be done by it in good faith and in the absence of bad faith, negligence or willful misconduct.

8. Fees and Expenses of Custodian; Subordination of Security Interest. Pledgor hereby agrees to pay and reimburse the Custodian for any advances, fees, costs, expenses (including, without limitation, reasonable attorneys’ fees and costs) and disbursements that may be paid or incurred by the Custodian in connection with this Agreement or the arrangement contemplated hereby. The Custodian agrees that any security interest, lien, encumbrance or other right that the Custodian may have with respect to the Collateral or the Collateral Account shall be subordinate to the security interest of Secured Party therein.

- 3-

Agreement only, by certified or registered mail, and addressed as follows, or to such other address as any party may hereafter notify the other respective parties hereto in writing:

If to Secured Party, then:

[Starwood Property Mortgage Sub‑2, L.L.C., Starwood Property Mortgage Sub‑2-A, L.L.C. and/or applicable pledge agent]
[ADDRESS]
Attention:
Facsimile:
Telephone:

If to Pledgor, then:

[NAME OF PLEDGOR]
[ADDRESS]
Attention:
Facsimile:
Telephone:

If to Custodian, then:

[NAME OF CUSTODIAN]
[ADDRESS]
Attention:
Facsimile:
Telephone:

10. Amendment. No amendment or modification of this Agreement will be effective unless it is in writing and signed by each of the parties hereto.

11. Termination. This Agreement shall continue in effect until Secured Party has notified the Custodian in writing that this Agreement is to be terminated.

12. Severability. In the event any provision of this Agreement is held illegal, void or unenforceable, the remainder of this Agreement shall remain in effect.

14. Headings. Any headings appearing on this Agreement are for convenience only and shall not affect the interpretation of any of the terms of this Agreement.

- 4-

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

- 5-

IN WITNESS WHEREOF , the parties have caused this Agreement to be executed by their respective officers or duly authorized representatives as of the date first above written.


[NAME OF PLEDGOR]


By:
Name:
Title:


By:
Name:
Title:

[STARWOOD PROPERTY MORTGAGE SUB‑2, L.L.C., STARWOOD PROPERTY
MORTGAGE SUB‑2-A, L.L.C. AND/OR APPLICABLE PLEDGE AGENT]

By:
Name:
Title:


[NAME OF CUSTODIAN]


By:
Name:
Title:

Exhibit A

[Starwood Property Mortgage Sub‑2, L.L.C., Starwood Property Mortgage Sub‑2-A, L.L.C. and/or applicable pledge agent]

Date: _________________

[Name of Custodian]
[Address]
Attn:

RE: [Name of Pledgor]

NOTICE OF EXCLUSIVE CONTROL

We hereby instruct you pursuant to the terms of that certain Account Control Agreement dated as of _____________, 201_ (the “ Control Agreement ”) among the undersigned, [name of underlying borrower] (“ Pledgor ”), and you, as Custodian, that you (i) shall not follow any instructions or entitlement orders of Pledgor with respect to the Collateral or the Collateral Account (as defined in the Control Agreement) held by you for Pledgor, and (ii) unless and until otherwise expressly instructed by the undersigned, shall exclusively follow the entitlement orders and instructions of the undersigned with respect to such Collateral and such Collateral Account.


	Very truly yours,


	[Starwood Property Mortgage Sub‑2, L.L.C., Starwood Property Mortgage Sub‑2-A, L.L.C. and/or applicable pledge agent]


	By:
		Authorized Signatory

A- 1

Exhibit B

CONTROL AGREEMENT

DATED ___________ __, ____

AUTHORIZED PERSONS FOR [SECURED PARTY].

Name	Telephone/Fax Number	Signature
1.	1. Telephone: Facsimile:	1. _____________________
2.	2. Telephone: Facsimile:	2. _____________________
3.	3. Telephone: Facsimile:	3. _____________________
4.	4. Telephone: Facsimile:	4. _____________________
5.	5. Telephone: Facsimile:	5. ______________________

Authorized by:
	as authorized agent of [Starwood Property Mortgage Sub‑2, L.L.C., Starwood Property Mortgage Sub‑2-A, L.L.C. and/or applicable pledge agent]

Name:

Title:

Date:

EXHIBIT G-2

[Reserved]

EXHIBIT H

[Reserved]

EXHIBIT I

[Reserved]

EXHIBIT J

FORM OF FUTURE FUNDING CONFIRMATION

[ ] [ ], 20[ ]

Wells Fargo Bank, N.A.
One Wells Fargo Center
301 South College Street
MAC D1053-125, 12th Floor
Charlotte, North Carolina 28202

Attention: Karen Whittlesey

Re: Sixth Amended and Restated Master Repurchase and Securities Contract dated as of April 10, 2019 (as amended, restated, supplemented or otherwise modified and in effect from time to time the “ Agreement ”), between Starwood Property Mortgage Sub-2, L.L.C. (“Seller 2”), Starwood Property Mortgage Sub-2-A, L.L.C. (“Seller 2-A”), SPT CA Fundings 2, LLC (“SPT Seller” and, together with Seller 2 and Seller 2-A, the “Seller”), and Wells Fargo Bank, N.A. (“ Buyer ”)

Ladies and Gentlemen:

This is a Future Funding Confirmation (as this and other terms used but not defined herein are defined in the Agreement) executed and delivered by [Seller 2] [Seller 2-A] and Buyer pursuant to Section 3.10 of the Agreement. [Seller 2] [Seller 2-A] and Buyer hereby confirm and agree that as of the Future Funding Date and upon the other terms specified below, Buyer shall advance funds to Seller, or at the request of Seller, to the borrower identified below related to the Purchased Assets identified below.

Seller (please select):	[Seller 2] [Seller 2-A]

Related Purchased Asset:	________________________

Market Value:	$_______________________

Purchase Date Debt Yield:	[____]%

Applicable Percentage:	_____%

Maximum Applicable Percentage:	_____%

Purchased Asset Documents:	As described in Appendix 1 hereto


Future Funding Date:	[ ] [ ], 20[ ]

Outstanding principal balance
prior to future advance:	$_______________________

Future advance amount to
Underlying Obligor:	$_______________________

Outstanding principal balance
after future advance:	$_______________________

Purchase Price prior to
Future Funding Amount:	$_______________________

Purchase Price after
Future Funding Amount:	$_______________________

Future Funding Amount:	$_______________________

Borrower:	________________________

Seller hereby certifies as follows, on and as of the above Future Funding Date with respect to the Purchased Asset described in this Confirmation:

1. All of the conditions precedent in Section 3.10 of the Agreement have been satisfied.

	Seller :


	[STARWOOD PROPERTY MORTGAGE SUB‑2,
	L.L.C.]

	[STARWOOD PROPERTY MORTGAGE SUB-2-A,
	L.L.C.]


	By:
		Name:
		Title:


Buyer :

Acknowledged and Agreed:

Wells Fargo Bank, N.A.
By:
Name:
Title:

Appendix 1

Exceptions to Representations and Warranties

EXHIBIT K

FORM OF CERTIFICATE OF RESPONSIBLE OFFICER OF

[STARWOOD PROPERTY MORTGAGE SUB-2, L.L.C.] [STARWOOD PROPERTY MORTGAGE SUB-2, L.L.C.]

April 10, 2019

Wells Fargo Bank, National Association
One Wells Fargo Center
301 South College Street
MAC D1053-160, 16 th Floor
Charlotte, North Carolina 28202

Re: Sixth Amended and Restated Master Repurchase and Securities Contract dated as of April 10, 2019 (as amended, restated, supplemented or otherwise modified and in effect from time to time the “Agreement”) among Starwood Property Mortgage Sub-2, L.L.C. [(“Seller”)], Starwood Property Mortgage Sub-2-A, L.L.C. [(“Seller”)], SPT CA Fundings 2, LLC and Wells Fargo Bank, National Association (“Buyer”)

Ladies and Gentlemen:

The undersigned, in his capacity as Responsible Officer (as such term is defined in the Agreement) of Seller, certifies the following to Buyer on behalf of Seller in accordance with Section 6.01(a) of the Agreement:

(b) the representations and warranties contained in Article 7 of the Agreement are true and correct on and as of the date of this certificate;

(d) there has occurred since [__________], 2019, no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect.

All capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Agreement.

[Signature Page Follows]

	RESPONSIBLE OFFICER:


	Name:
	Title:

EXHIBIT L

[Reserved]

ANNEX 1

BUYER’S LOCATION

Wells Fargo Bank, National Association

One Wells Fargo Center

301 South College Street

MAC D1053-125, 12th Floor

Charlotte, North Carolina 28202

Attention: H. Lee Goins III

SELLER’S LOCATION

Starwood Property Mortgage Sub-2, L.L.C.

Starwood Capital Group

591 West Putnam Avenue

Greenwich, Connecticut 06830

Attention: Andrew Sossen

Starwood Property Mortgage Sub-2-A, L.L.C.

Starwood Capital Group

591 West Putnam Avenue

Greenwich, Connecticut 06830

Attention: Andrew Sossen

SPT CA Fundings 2, LLC

Starwood Capital Group

591 West Putnam Avenue

Greenwich, Connecticut 06830

Attention: Andrew Sossen

Exhibit 10.6

SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT

SECOND AMENDMENT, dated as of April 11, 2019 (this “ Amendment ”), to the Third Amended and Restated Credit Agreement, dated as of February 28, 2018 (as heretofore amended by that certain First Amendment, dated as of August 1, 2018 and in effect as of the date hereof, the “ Credit Agreement ”), among Starwood Property Mortgage Sub-10, L.L.C. and Starwood Property Mortgage Sub-10-A, L.L.C., as Borrowers, Starwood Property Trust, Inc. and the subsidiaries of Starwood Property Trust, Inc. from time to time party thereto, as Guarantors, Bank of America, N.A., as Administrative Agent thereunder (in such capacity, the “ Administrative Agent ”) and the Lenders from time to time party thereto (collectively, the “ Lenders ”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement.

WHEREAS, the Borrowers have requested that the Credit Agreement be modified as herein set forth.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

SECTION 1. Amendments Relating to Eligible Loan Assets and Financial Covenant .

1.1 New Definitions . Section 1.01 of the Credit Agreement is hereby amended by inserting the following new definitions in the appropriate alphabetical order:

“ CRE Loan Asset ” means (i) a commercial mortgage loan (including any construction loan) originated or acquired by a Borrower or (ii) a commercial mortgage loan (including any construction loan), together with the related mezzanine loan, originated or acquired by a Borrower, including any future funding obligations set forth under the definitive documentation evidencing or governing such loan and any advances by a Borrower thereunder. For the avoidance of doubt, a mezzanine loan itself does not constitute a CRE Loan Asset but as described in clause (ii) above may comprise part of a CRE Loan Asset.

“ Future Funding Advance ” means, at any time, one or more advances funded by a Borrower pursuant to the documentation governing one or more Eligible Loan Assets which Eligible Loan Assets are included in the Borrowing Base Amount at the time of funding such advance(s).

“ Permitted Project Finance Loan Asset Restrictions ” means, with respect to any Project Finance Loan Asset, customary restrictions on transfers of such Project Finance Loan Asset that are set forth in the documentation governing such Loan Asset including (a) consent rights of the obligor, administrative agent and, in the case of an assignment of any future funding obligation, issuing bank thereunder, (b) requirements that transferees have a minimum rating, (c) requirements that a transferee be a commercial bank or other financial institution (including any requirements that such bank or institution is regulated under the applicable laws of any country in the OECD and/or have a minimum combined capital and surplus) and/or (d) where an obligor is organized or Property is located outside the United States, any requirement that a transferee be authorized to operate in such jurisdiction and/or not subject the obligor to any tax gross-up obligations; provided that in no event may any such restrictions (other than any consent rights described in clause (a)) limit the ability to transfer (including by

way of foreclosure) any portion of such Loan Asset to the Administrative Agent for the benefit of the Secured Parties.

“ Project Finance Loan Asset ” means a performing whole first lien senior secured loan or a controlling or non-controlling participation or syndicated interest therein secured by a downstream, midstream or upstream oil and gas project, or a natural gas, solar, hydro, waste, geothermal or wind power generation project originated or acquired by a Borrower, including any future funding obligations under a delayed draw term loan facility, revolving facility or letter of credit facility set forth under the definitive documentation evidencing or governing such loan and any advances by a Borrower thereunder.

“ Second Amendment ” means the Second Amendment to this Agreement, dated as of April 11, 2019, among the Loan Parties, the Administrative Agent and the Lenders party thereto.

“ Second Amendment Effective Date ” has the meaning specified in Section 3.1 of the Second Amendment.

1.2 Amended and Restated Definitions . Section 1.01 of the Credit Agreement is hereby amended by amending and restating the definitions of “Borrowing Base Shortfall”, “Loan Asset”, “Permitted Collateral Liens” and “Warehouse Lines” in their entirety as follows:

“ Borrowing Base Shortfall ” means, at any time, the amount (if any) by which:

(a) the sum of (i) the aggregate outstanding Borrowing Base Contributions of all Eligible Loan Assets that are CRE Loan Assets included in the calculation of clause (a) of the Borrowing Base Amount at such time and for which an Approved Appraisal of the Properties securing any such Eligible Loan Asset has not been received by the Administrative Agent on or prior to such time, and (ii) the aggregate Outstanding Value of all Eligible Property Assets included in the computation of Borrowing Base Amount at such time and for which an Approved Appraisal has not been received by the Administrative Agent on or prior to such time, exceeds

(b) an amount equal to eighty five percent (85%) of the then aggregate Adjusted Appraised Values of each Property that relates to a Pledged Additional Collateral Asset and is described in either clause (i) or clause (ii) of the definition of Additional Collateral Asset.

“ Loan Asset ” means a CRE Loan Asset or a Project Finance Loan Asset, including for the avoidance of doubt a Future Funding Advance made with respect to an existing CRE Loan Asset or an existing Project Finance Loan Asset. For all purposes of this Agreement, upon inclusion of a Future Funding Advance in the Borrowing Base Amount pursuant to Section 2.14 , such Future Funding Advance shall be deemed to be a part of the Eligible Loan Asset to which it relates.

“ Permitted Collateral Liens ” means:

(a) Liens pursuant to any Loan Document;

(b) Liens for taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted (which actions or proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien), if adequate

reserves with respect thereto are maintained on the books of the Parent or the applicable Subsidiary thereof in accordance with GAAP;

(c) Liens in favor of a bank or other financial institution arising as a matter of law or under a Control Agreement encumbering deposits (including the right of setoff) and which are within the general parameters customary in the banking industry so long as those deposits are not given in connection with the issuance or incurrence of Indebtedness;

(d) in the case of any CRE Loan Asset, commercially reasonable restrictions on transfers of such Loan Asset that are set forth in the documentation governing such Loan Asset; provided , that for the avoidance of doubt, in order to constitute a Permitted Collateral Lien under this clause (d) , (i) any identified restricted transferees or categories thereof must be approved by the Administrative Agent and (ii) in no event may any such restrictions limit the ability to transfer (including by way of foreclosure) any portion of such Loan Asset to the Administrative Agent (or a Wholly Owned Subsidiary of one or more Secured Parties) for the benefit of the Secured Parties; and

(e) in the case of Project Finance Loan Assets, Permitted Project Finance Loan Asset Restrictions.

“ Warehouse Lines ” means, collectively, (i) each warehouse credit facility provided to any Subsidiary of the Parent on the Second Amendment Effective Date by one or more lenders that are not affiliated with the Parent, the material terms and provisions of which have been disclosed to the Administrative Agent in writing prior to the Second Amendment Effective Date (each, a “ Second Amendment/Closing Date Warehouse Line ”) and (ii) each warehouse credit facility provided to any Subsidiary of the Parent after the Second Amendment Effective Date by one or more lenders that are not affiliated with the Parent, the material terms and provisions of which (including, without limitation, advance rates and borrowing base eligibility criteria) are substantially similar to those set forth in one or more of the Second Amendment/Closing Date Warehouse Lines or the lender(s) of such warehouse credit facility are reasonably acceptable to the Administrative Agent.

1.3 Amendments to Section 2.14(a) .

1.3.1. Section 2.14(a)(i) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

(i) The Borrowers shall have provided the Administrative Agent with a written request for such Loan Asset to be included in calculation of the Borrowing Base Amount at least two (2) Business Days (or such shorter period of time as agreed to by the Administrative Agent in writing) prior to its inclusion, which request shall be accompanied by (A) in the case of a Loan Asset other than a Future Funding Advance, a draft of a credit memorandum regarding such Loan Asset, in form reasonably satisfactory to the Administrative Agent (it being agreed that the forms attached as Exhibits K-1 and K-2 hereto with respect to CRE Loan Assets and Project Finance Loan Assets, respectively, are satisfactory to the Administrative Agent) and (B) in the case of a Future Funding Advance, a list identifying the amount of each advance included in such Future Funding Advance and the existing Eligible Loan Asset to which each such advance relates.

1.3.2. Section 2.14(a)(ii) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

(ii) A Borrower shall:

(A) be the sole owner of such Loan Asset;

(B) with respect to any Loan Asset that is a CRE Loan Asset, be the exclusive administrative agent, collateral agent, trustee and any similar agent or servicer under such Loan Asset if the documents evidencing or governing such Loan Asset include the designation of any such Person or, in the case of any such agent, trustee or servicer, have the exclusive right to direct, appoint and remove such agent, trustee or servicer; and

(C) with respect to any Loan Asset that is a CRE Loan Asset, have the exclusive right (whether by virtue of (i) the express terms of the documents evidencing or governing such Loan Asset, (ii) a co-lender or similar agreement among the lenders to such Loan Asset, (iii) its status as administrative agent, collateral agent, trustee or similar agent or servicer under such Loan Asset or (iv) the percentage of loans held by such Borrower in respect of such Loan Asset) to act on behalf of all lenders party to such Loan Asset, without the consent or approval of any other lender party thereto, with respect to all matters, including (x) waivers, consents and amendments of all provisions contained in the documents evidencing or governing such Loan Asset, (y) decisions with respect to matters involving any collateral securing such Loan Asset and (z) the exercise of rights and remedies under such Loan Asset.

1.3.3. Section 2.14(a)(iii) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

(iii) The Parent shall have delivered to the Administrative Agent a certificate, executed by a Responsible Officer of the Parent (an “Loan Asset Designation Certificate”), certifying to the Administrative Agent and the Lenders that either (x) the Parent believes in its reasonable, good faith judgment that such Loan Asset satisfies all criteria necessary for such Loan Asset to be an “eligible asset” (or similar term) under at least one Warehouse Line (any such Loan Asset, a “Warehouse Asset”) or (y) with respect to any Loan Asset that is a CRE Loan Asset, (A) such Loan Asset is not a Warehouse Asset, (B) the Loan-to-Value Ratio of such Loan Asset (a reasonably detailed calculation of which shall be included in such Loan Asset Designation Certificate) does not exceed (1) in the case of an Loan Asset that is secured by one or more apartment/multi-family properties, eighty percent (80%) and (2) in the case of any other Loan Asset, seventy-five percent (75%) and (C) the Requisite Sale/Syndication Efforts are being made with respect to such Loan Asset (any such Loan Asset satisfying all of the criteria of this subclause (y), a “ Non-Warehouse Asset ”).

1.3.4. Section 2.14(a)(iv) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

(iv) (x) Such Loan Asset shall be secured by a first mortgage on a Property (provided that this clause (x) shall not apply with respect to any mezzanine loan

comprising such Loan Asset so long as the related commercial mortgage loan is secured by a first mortgage on a Property), (y) in the case of a CRE Loan Asset, unless an Approved Appraisal with respect to the Property that secures such Loan Asset has been delivered to the Administrative Agent pursuant to the following clause (z), shall be the subject of a draft appraisal delivered to the Administrative Agent which draft, if issued, would constitute an Approved Appraisal and (z) in the case of a CRE Loan Asset, the Property that secures such Loan Asset shall, within forty five (45) days after the inclusion of such Loan Asset in the calculation of the Borrowing Base Amount, be the subject of an Approved Appraisal delivered to the Administrative Agent.

1.3.5. Section 2.14(a)(vi) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

(vi) Such Loan Asset (A) shall be denominated in U.S. dollars and the Property securing such Loan Asset shall be located in the continental United States or, in the case of any Project Finance Loan Asset, in Canada, Mexico, Wales, Northern Ireland, Scotland, England or any nation that is a member state of the European Union and (B) if such Loan Asset is a Future Funding Advance, the aggregate principal amount thereof is not less than $10,000,000.

1.3.6. Section 2.14(a)(viii) of the Credit Agreement is hereby amended and restated in its entirety as follows:

(viii) In the case of a Project Finance Loan Asset, such Project Finance Loan Asset is a Warehouse Asset.

1.4 Section 5.03 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

5.03 Governmental Authorization; Other Consents. Other than notices and consents required under the terms of any of the Eligible Loan Assets or Pledged Additional Collateral Assets (all of which have been given or obtained), no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by any Loan Party of this Agreement or any other Loan Document, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) except for the filing of UCC financing statements and the delivery of Control Agreements, the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof, subject to Permitted Collateral Liens). In addition, no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the enforcement of any Loan Party of, or the exercise by the Administrative Agent or any Lender of its rights under, the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, other than, with respect to foreclosure upon or transfer of (i) any Eligible Loan Asset, notices and consents contemplated by clause (d) or (e), as applicable, of the definition of “Permitted Collateral Liens” and (ii) any Pledged Additional Collateral Asset, notices that may be required under, and restrictions on permitted transferees that may be set forth in, the documentation governing such Pledged Additional Collateral Asset (but only to the extent such restrictions on permitted transferees of such Pledged

Additional Collateral Asset are reasonably standard and customary for loans or other debt investments that are the same type as such Pledged Additional Collateral Asset).

1.5 Section 5.27 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

Section 5.27 Beneficial Ownership. As of the Second Amendment Effective Date, each Increase Effective Date and the date that an extension of the First Extended Maturity Date pursuant to Section 2.12(b) becomes effective, the information included in each Beneficial Ownership Certification delivered to the Administrative Agent and/or any Lender on such date is true and correct in all respects.

1.6 Subsection (c) of Section 7.12 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

(c) Leverage Ratio . Permit the Leverage Ratio for any Test Period to be greater than 0.80:1.00, as adjusted to remove the impact of consolidating any variable interest entities under the requirements of Accounting Standards Codification (“ ASC ”) Section 810 and/or transfers of financial assets accounted for as secured borrowings under ASC 860, as both ASC sections are amended, modified or supplemented from time to time.

1.7 Exhibit K to the Credit Agreement is amended to be titled “Eligible Loan Asset Credit Memorandum (CRE Loan Assets)”.

1.8 A new Exhibit K-2 is hereby added to the Credit Agreement after Exhibit K in the form attached to this Amendment as Annex I.

SECTION 2. Amendment Extending the Initial Maturity Date . The Credit Agreement is hereby amended by amending and restating the definition of “Initial Maturity Date” in its entirety as follows:

“ Initial Maturity Date ” means April 11, 2022.

SECTION 3. Conditions of Effectiveness .

3.1 Section 1 Amendments . The provisions of this Amendment (other than Section 2 hereof) shall become effective on the date the Administrative Agent shall have received counterparts of this Amendment duly executed by each of the Loan Parties, the Administrative Agent and Lenders constituting Majority Lenders (such date being referred to herein as the “ Second Amendment Effective Date ”).

3.2 Section 2 Amendment . The provisions of Section 2 of this Amendment shall become effective on the first date that the Administrative Agent shall have received counterparts of this Amendment duly executed by each of the Loan Parties, the Administrative Agent and each of the Lenders and all of the conditions precedent set forth below shall have been satisfied or waived in writing:

(a) Fees . The Borrowers shall have paid, by wire transfer of immediately available funds to the Persons entitled thereto, the fees set forth in that certain letter agreement dated as of the date hereof among the Administrative Agent, the Arranger and the Borrowers.

(b) Corporate Documentation . The Administrative Agent shall have received such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Loan Party to execute, deliver and perform this Amendment and of each of Responsible Officer thereof to act as a Responsible Officer in connection with this Amendment and the transactions contemplated hereby.

(c) Opinions . The Administrative Agent shall have received (i) a favorable opinion of Sidley Austin LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request and (ii) a favorable opinion of Morrison & Foerster LLP, Maryland counsel to the Parent, addressed to the Administrative Agent and each Lender, as to such matters concerning the Parent and the Loan Documents to which the Parent is a party as the Administrative Agent may reasonably request.

(d) Beneficial Ownership . Upon the request of any Lender made at least ten days prior to the Second Amendment Effective Date, each Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the U.S. Patriot Act, in each case at least five days prior to the Second Amendment Effective Date. At least five days prior to the Second Amendment Effective Date, if either Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation it shall deliver to each Lender that so requests the same at least ten days prior to the effectiveness of such extension a Beneficial Ownership Certification in relation to such Borrower.

(e) Additional Information . The Administrative Agent shall have received such other assurances, information, certificates, documents, instruments or consents as the Administrative Agent reasonably may require.

SECTION 4. Representations and Warranties . After giving effect to this Amendment, the Loan Parties, jointly and severally, reaffirm and restate the representations and warranties set forth in the Credit Agreement and in the other Loan Documents and all such representations and warranties shall be true and correct in all material respects (or, in the case of Section 5.27 , in all respects) on and as of the date hereof, except to the extent that (i) such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (i) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such applicable date (including such earlier date set forth in the foregoing clause (i)) after giving effect to such qualification and (iii) the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b) , respectively, of Section 6.01 . Each of the Loan Parties represents and warrants (which representations and warranties shall survive the execution and delivery hereof) to the Administrative Agent and the Lenders that:

(a) it has the power and authority to execute, deliver and carry out the terms and provisions of this Amendment and the transactions contemplated hereby and has taken or caused to be taken all necessary action to authorize the execution, delivery and performance of this Amendment and the transactions contemplated hereby;

(b) no consent of any Person (including, without limitation, any of its equity holders or creditors), and no action of, or filing with, any governmental or public body or authority is required to authorize, or is otherwise required in connection with, the execution, delivery and performance of this Amendment;

(c) this Amendment has been duly executed and delivered on its behalf by a duly authorized officer, and constitutes its legal, valid and binding obligation enforceable in accordance with its terms, subject to bankruptcy, reorganization, insolvency, moratorium and other similar laws affecting the enforcement of creditors’ rights generally and the exercise of judicial discretion in accordance with general principles of equity;

(d) no Default or Event of Default has occurred and is continuing;

(e) the execution, delivery and performance of this Amendment will not violate any law, statute or regulation, or any order or decree of any court or governmental instrumentality, or conflict with, or result in the breach of, or constitute a default under, any contractual obligation of any Loan Party or any of its Subsidiaries; and

(f) nothing contained in this Amendment, including the amendments to the Credit Agreement effected pursuant hereto, (i) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Obligations, whether heretofore or hereafter incurred, or (ii) requires that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens.

SECTION 5. Affirmation of Guarantors . Each Guarantor hereby approves and consents to this Amendment and the transactions contemplated by this Amendment and agrees and affirms that its guarantee of the Obligations continues to be in full force and effect and is hereby ratified and confirmed in all respects and shall apply to the Credit Agreement, as amended hereby, and all of the other Loan Documents, as such are amended, restated, supplemented or otherwise modified from time to time in accordance with their terms.

SECTION 6. Costs and Expenses . The Loan Parties acknowledge and agree that their payment obligations set forth in Section 11.04 of the Credit Agreement include the costs and expenses incurred by the Administrative Agent in connection with the preparation, execution and delivery of this Amendment and any other documentation contemplated hereby (whether or not this Amendment becomes effective or the transactions contemplated hereby are consummated and whether or not a Default or Event of Default has occurred or is continuing), including, but not limited to, the reasonable fees and disbursements of Arnold & Porter Kaye Scholer LLP, counsel to the Administrative Agent.

SECTION 7. Ratifications .

(a) Except as herein agreed, the Credit Agreement and the other Loan Documents remain in full force and effect and are hereby ratified and affirmed by the Loan Parties.

(b) This Amendment shall be limited precisely as written and, except as expressly provided herein, shall not be deemed (i) to be a consent granted pursuant to, or a waiver, modification or forbearance of, any term or condition of the Credit Agreement or any of the instruments or agreements referred to therein or a waiver of any Default or Event of Default under the Credit Agreement, whether or not known to the Administrative Agent or any of the Lenders, or (ii) to prejudice any right or remedy

which the Administrative Agent or any of the Lenders may now have or have in the future against any Person under or in connection with the Credit Agreement, any of the instruments or agreements referred to therein or any of the transactions contemplated thereby.

(c) Each Loan Party party to the Security Agreement hereby (i) affirms its obligations under the Security Agreement, (ii) confirms its grant of a security interest in and the Lien on the Collateral of such Loan Party contained in the Security Agreement and (ii) acknowledges and agrees that the Liens granted by such Loan Party to the Administrative Agent, for the benefit of the Secured Parties, in the Security Agreement are and remain valid and perfected Liens in the Collateral of such Loan Party securing the payment and performance of all of the Obligations. Each Loan Party party to the Pledge Agreement hereby (i) affirms its obligations under the Pledge Agreement, (ii) confirms its grant of a security interest in and the Lien on the Collateral of such Loan Party contained in the Pledge Agreement and (iii) acknowledges and agrees that the Liens granted by such Loan Party to the Administrative Agent, for the benefit of the Secured Parties, in the Pledge Agreement are and remain valid and perfected Liens in the Collateral of such Loan Party securing the payment and performance of all of the Obligations.

SECTION 8. Modifications . Neither this Amendment, nor any provision hereof, may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the parties hereto.

SECTION 9. References . The Loan Parties acknowledge and agree that this Amendment constitutes a Loan Document. Each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference in each other Loan Document (and the other documents and instruments delivered pursuant to or in connection therewith) to the “Credit Agreement”, “thereunder”, “thereof” or words of like import, shall mean and be a reference to the Credit Agreement as modified hereby and as the Credit Agreement may in the future be amended, restated, supplemented or modified from time to time.

SECTION 10. Counterparts . This Amendment may be executed by the parties hereto individually or in combination, in one or more counterparts, each of which shall be an original and all of which shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page by telecopier or electronic mail (in a .pdf format) shall be effective as delivery of a manually executed counterpart.

SECTION 11. Successors and Assigns . The provisions of this Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

SECTION 12. Severability . If any provision of this Amendment shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or enforceability without in any manner affecting the validity or enforceability of such provision in any other jurisdiction or the remaining provisions of this Amendment in any jurisdiction.

SECTION 13. Governing Law . THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAWS, BUT OTHERWISE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES).

SECTION 14. Headings . Section headings in this Amendment are included for convenience of reference only and are not to affect the construction of, or to be taken into consideration in interpreting, this Amendment.

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IN WITNESS WHEREOF , the Loan Parties, the Administrative Agent and each of the undersigned Lenders have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.


	BORROWERS:

	STARWOOD PROPERTY MORTGAGE SUB-10, L.L.C.
	STARWOOD PROPERTY MORTGAGE SUB-10-A, L.L.C.

	By:	/s/ Andrew J. Sossen
		Name: Andrew J. Sossen
		Title: Authorized Signatory of each entity listed above


	GUARANTORS:

	STARWOOD PROPERTY TRUST, INC.
	STARWOOD PROPERTY MORTGAGE SUB-10 HOLDCO, L.L.C.
	STARWOOD PROPERTY MORTGAGE SUB-10-A HOLDCO, L.L.C.
	SPT ACQUISITIONS HOLDCO, LLC
	SPT ACQUISITIONS SUB-1, LLC
	SPT ACQUISITIONS SUB-1-A, LLC

	By:	/s/ Andrew J. Sossen
		Name: Andrew J. Sossen
		Title: Authorized Signatory of each entity listed above