TRANSACTION PURCHASE AND SALE AGREEMENT BETWEEN FLAGSTAR BANK, FSB AND CIT FINANCE LLC DATED AS OF DECEMBER 31, 2012 TABLE OF CONTENTS

Purchase and Sale of Purchased Interests................................................................................1

Effective Date, Escrow Agreement, Closing.............................................................................2

Representations and Warranties of Seller................................................................................7

Representations and Warranties of Purchaser.........................................................................17

Interim Operating Covenant.....................................................................................................17

Acknowledgements.................................................................................................................... 18

Conditions to Closing; Closing Deliverables.............................................................................19

Certain Obligations of Seller and Purchaser.............................................................................21

Indemnification and Limitation of Liability.............................................................................22

Insurance.................................................................................................................................... 26

Limitation on Damages. .............................................................................................................26

Time is of the Essence................................................................................................................. 26

Governing Law, Venue and Jurisdiction....................................................................................26

Notices.........................................................................................................................................26

Waiver of Trial by Jury...............................................................................................................28

Counterparts..............................................................................................................................28

Brokers........................................................................................................................................28

Further Assurances....................................................................................................................28

Survival Period...........................................................................................................................28

Amendment................................................................................................................................29

Severability.................................................................................................................................29

Entire Agreement.......................................................................................................................29

Successors and Assigns...............................................................................................................29

Relationship of Parties................................................................................................................29

Environmental Indemnity..........................................................................................................29

No Joint Venture or Third Party Beneficiaries..........................................................................29

Servicing of the Transactions.....................................................................................................30

Termination and Remedies........................................................................................................31

Confidentiality; Publicity..........................................................................................................32

Expenses......................................................................................................................................33

Definitions...................................................................................................................................33

Subject to and in accordance with the terms of this Agreement, Seller desires to sell, transfer and otherwise assign to Purchaser certain Loan Interests and Lease Interests and Purchaser desires to purchase from Seller such Loan Interests and Lease Interests.

All capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in Section 31 below.

Agreement to Purchase and Sell. Subject to and in accordance with the terms and conditions of this Agreement, Seller hereby agrees to sell, assign, transfer and convey to Purchaser each Loan Interest and each Lease Interest on the Applicable Closing Date related to such Loan Interest or Lease Interest, and Purchaser hereby agrees to purchase, accept and assume each Loan Interest and each Lease Interest on the Applicable Closing Date with respect to such Loan Interest or Lease Interest. The Parties intend for the transactions contemplated by this Agreement to be a true sale and not an extension of credit by Purchaser to Seller.

Lease Interests and Loan Interests. Notwithstanding anything in this Agreement to the contrary, for the avoidance of doubt, (1) each Loan Interest and each Lease Interest sold, assigned, transferred or conveyed to Purchaser hereunder at the Applicable Closing with respect to such Loan Interest or Lease Interest (each a “Transferred Interest”) shall include (A) all Other Property relating to such Transferred Interest, (B) the right to all Interim Collections with respect to such Transferred Interest; provided, however, that all Interim Collections received by Seller or its Affiliates during the Interim Adjustment Period shall be conveyed to Purchaser though a downward adjustment to the purchase price of such Transferred Interest pursuant to and in accordance with Section 2(e) or 2(f) hereof, as applicable, (C) the right to all Payments with respect to such Transferred Interest that accrue or become due during, or are otherwise attributable or allocable to, any period (or part thereof) after the Cut-Off Time or that relate to facts, events or circumstances occurring after the Cut-Off Time but that are not received by Seller or its Affiliates during the Interim Adjustment Period, (D) the right to all Interim Repayments with respect to such Transferred Interest; provided, however that all Interim Repayments received by Seller or its Affiliates during the Interim Adjustment Period shall be conveyed to Purchaser through a downward adjustment to the purchase price of such Transferred Interest pursuant to and in accordance with Section 2(e) or 2(f) hereof as applicable, and (E) the right to all Non-Cash Proceeds relating to such Loan Interest or Lease Interest (which, to the extent received by Seller or its Affiliates during the Interim Adjustment Period, shall be conveyed to Purchaser at the Applicable Closing relating to such Loan Interest or Lease Interest, (2) Purchaser shall reimburse Seller for all Interim Lender Commitments actually funded by Seller during the Interim Adjustment Period with respect to each Transferred Interest (which reimbursement shall be effected through an upward adjustment to the purchase price of such Transferred Interest pursuant to and in accordance with Section 2(e) or 2(f) hereof as applicable), (3) at the Applicable Closing of any Transferred Interest, Purchaser shall assume responsibility for all Lender Obligations with respect to such Transferred Interest as of the Effective Date (without duplication of any Interim Lender Commitments that were the subject of any re-imbursement by Purchaser pursuant to clause (2) above), (4) all Pre-Cut-Off Time Collections related to any Transferred Interest shall be for the sole account of Seller and if received by Purchaser or any of its Affiliates after the Applicable Closing Date with respect to such Transferred Interest, shall be held in trust for the benefit of Seller and promptly delivered by Purchaser to Seller, (5) all Post-Closing Collections related to any Transferred Interest shall be for the sole account of Purchaser and to the extent any Post-Closing Collections are not reflected in a downward adjustment to the purchase price pursuant to Section 1(b)(1)(B) above and Section 2(e) or 2(f) as applicable ,

Payments Held in Trust. Without limiting the foregoing, any amounts received by a Party hereto that belong to the other Party hereto pursuant to the terms of this Agreement, and have not otherwise been paid to such other Party pursuant hereto, shall be held in trust by the receiving Party for the benefit of such other Party and the receiving Party shall promptly pay such amounts to such other Party in the form received.

Effectiveness of Agreement. This Agreement and the Escrow Agreement shall become effective on the Effective Date; provided, however that the closing of the purchase and sale of each Loan Interest and each Lease Interest contemplated hereby (each an “Applicable Closing”) shall occur on the date that is one Business Day after each of the conditions to closing set forth in Section 7 have been satisfied or waived with respect to the applicable Loan Interest or Lease Interest (other than those that, by their nature, are intended to be satisfied at the closing of such Loan Interest or Lease Interest) (the date on which such closing occurs with respect to each Loan Interest or Lease Interest, the “Applicable Closing Date”).

Initial Deposit. Pursuant to and in accordance with the Escrow Agreement, on the Effective Date, Purchaser shall deposit into the Escrow Account by wire transfer in immediately available funds in lawful currency of the United States, the Initial Deposit Amount.

Funding of Purchase Price. No later than 5:00 p.m. New York City time on the third (3^rd) Business Day following the date hereof (the “Funding Date”), Purchaser shall deposit into the Escrow Account by wire transfer in immediately available funds in lawful currency of the United States, the Initial Purchase Price less the Initial Deposit Amount, which shall be held and disbursed by the Escrow Agent pursuant to and in accordance with the provisions of this Section 2 and the Escrow Agreement.

Closings.

Subject to satisfaction of the conditions to closing set forth in Section 7 hereof, the consummation of the transfer of each Loan Interest or Lease Interest shall take place electronically on the Applicable Closing Date with respect to such Loan Interest or Lease Interest through the exchange of documents in PDF format by electronic mail and such Applicable Closing shall be deemed completed upon an exchange of an email acknowledgement between Seller and Purchaser (or their respective counsel) that such Applicable Closing is complete.

If a third party that is required to grant a Required Consent with respect to or in connection with the Assignment of any Lease Interest or Loan Interest notifies Seller that such Required Consent will not be forthcoming prior to the Final Closing Date, (each such Lease Interest or Loan Interest, a “Non-Transferrable Transaction”); Seller shall provide to Purchaser notice of such Non-Transferrable Transaction within two (2) Business Days after Seller receives such notice from the non-consenting third party; and such Non-Transferrable Transaction shall be excluded from the transactions contemplated by this Agreement for all purposes and the Escrow Account and the Purchase Price shall be adjusted to reflect the exclusion of such Loan Interest or Lease Interest in accordance with Section 2(e) or 2(f) as applicable.

To the extent that any Loan Interests or Lease Interests have not been Assigned to Purchaser within one hundred twenty (120) days after the Effective Date (the “Final Closing Date”), such Loan Interests and Lease Interests shall be excluded from the transactions contemplated by this Agreement for all purposes and the Purchase Price shall be adjusted to reflect the exclusion of such Loan Interests and Lease Interests in accordance with Section 2(e) or 2(f) as applicable.

Periodic Escrow True-Up. On every Wednesday following the Funding Date through and including the Wednesday preceding the Final True-Up Date (each a “True-Up Date”), the following adjustments and disbursements (a “True-Up”) shall be made to and from the Escrow Account in accordance with the procedures set forth herein:

No later than 10:00 p.m. New York City time on the Business Day immediately preceding each True-Up Date (each such date, a “Purchase Price Statement Date”), Seller shall provide to Purchaser an Interim Purchase Price Statement (each an “Interim Purchase Price Statement”) reflecting (A) all Loan Interests and Lease Interests that were Assigned during the period beginning at 5:00 p.m. New York City time on the preceding Purchase Price Statement Date (or if there was no such date, the Funding Date) and ending at 5:00 p.m. on the current Purchase Price Statement Date (such time, the “Payment Cut-Off Time” and each such period, a “True-Up Period”), along with the Allocated Purchase Price for each such Loan Interest or Lease Interest and the amount of any Reserves or Non-Cash Proceeds held by Seller with respect to such Loan Interests or Lease Interests as of the Payment Cut-Off Time, (B) all Interim Collections received by Seller or its Affiliates prior to the Payment Cut-Off Time with respect to the Loan Interests and Lease Interests that were Assigned during the True-Up Period, (C) all Interim Lender Commitments actually funded by Seller prior to the Payment Cut-Off Time with respect to the Loan Interests and Lease Interests that were Assigned during the True-Up Period, (D) the Individual Purchase Price for each such Loan Interest and Lease Interest that was Assigned during the True-Up Period calculated in good faith by Seller in accordance with its books and records of Seller consistent with past practice, (E) all Interim Repayments received by Seller or its Affiliates prior to the Payment Cut-Off Time with respect to the Loan Interests and Lease Interests that were Assigned during the True-Up Period, and (F) the Allocated Purchase Price of any Loan Interests or Lease Interests that (x) were excluded from the transactions contemplated by this Agreement during such True-Up Period pursuant to Sections 2(d)(ii)) above (any such Loan Interests or Lease Interests, “Rejected Interests”) or (y) fully repaid during such True-Up Period (any such Loan Interest or Lease Interest, a “Repaid Interest”).

Seller shall afford Purchaser and its representatives the opportunity to review all books and records, facilities, personnel and any other information or documentation used by Seller in preparing any Interim Purchase Price Statement, including without limitation, any Agent Confirmation. Notwithstanding anything herein to the contrary, all information included on any Agent Confirmation with respect to any Transferred Interest included on an Interim Purchase Price Statement or the Final Purchase Price Statement shall be final and binding on the parties hereto, including with respect to the Outstanding Principal Amount of such Transferred Interest.

On each True-Up Date, Seller and Purchaser shall issue joint written instructions to the Escrow Agent to (A) release to Seller from the Escrow Funds, by wire transfer of immediately available funds, an amount equal to the sum of the Individual Purchase Prices for all Loan Interests that were Assigned during the True-Up Period immediately preceding such True-Up Date, together with interest on such amount at the Federal Funds Rate from the Effective Date through but not including the True-Up Date, and (B) release to Purchaser, by wire transfer of immediately available funds the aggregate amount of the Allocated Purchase Prices of all Loan Interests or Lease Interests that became Rejected Interests or Repaid Interests during the True-Up Period immediately preceding the True-Up Date, together with interest on such amounts at the Federal Funds Rate from the Funding Date through but not including the Payment Cut-Off Time.

Final Closing Date Statement; Post-Closing Adjustment.

Not later than 5:00 p.m. New York City time on the date that is three (3) Business Days after the Final Closing Date (the “Final True-Up Date”), Seller shall deliver to Purchaser a proposed final purchase price statement substantially in the form of Exhibit G attached hereto (the “Proposed Final Purchase Price Statement”), which shall be prepared in good faith by Seller based upon the books and records of Seller in a manner consistent with the methodologies used in calculating the Initial Purchase Price and in preparing any Interim Purchase Price Statements, and which shall reflect: (A) all Loan Interests and Lease Interests that were Assigned during the period beginning at 5:00 p.m. New York City time on the preceding Purchase Price Statement Date and ending at 5:00 p.m. on the Final Closing Date (such time, the “Final Payment Cut-Off Time” and such period, the “Final True-Up Period”), along with the Allocated Purchase Price for each such Loan Interest or Lease Interest, and the amount of any Reserves or Non-Cash Proceeds held by Seller with respect to such Loan Interests or Lease Interests as of the Final Payment Cut-Off Time, (B) all Interim Collections received by Seller or its Affiliates prior to the Final Payment Cut-Off Time with respect to the Loan Interests and Lease Interests that were Assigned during the Final True-Up Period, (C) all Interim Lender Commitments actually funded by Seller prior to the Final Payment Cut-Off Time with respect to the Loan Interests and Lease Interests

Seller shall afford Purchaser and its representatives the opportunity to review all books and records, facilities, personnel and any other information or documentation used by Seller in preparing the Proposed Final Purchase Price Statement, including without limitation, any Agent Confirmation.

No later than 5:00 p.m. New York City time on the second (2^nd) Business Day after the Final True-Up Date, Seller and Purchaser shall issue joint written instructions to the Escrow Agent to (A) release to Seller from the Escrow Funds, by wire transfer of immediately available funds, an amount equal to the sum of the Individual Purchase Prices for all Loan Interests that were Assigned during the Final True-Up Period together with interest on such amount at the Federal Funds Rate from the Effective Date through but not including the Final Payment Cut-Off Time, and (B) release to Purchaser, by wire transfer of immediately available funds, the aggregate amount of the Allocated Purchase Prices of all Loan Interests and Lease Interests that became Rejected Interests either prior to the Final Payment Cut-Off Time or pursuant to Section 2(d)(iv) above (and were not included in any Interim Purchase Price Statement) and all Loan Interests and Lease Interests that became Final Repaid Interests during Final True-Up Period, together with interest on such amounts at the Federal Funds Rate from the Effective Date through the Final Payment Cut-Off Time.

The Proposed Final Purchase Price Statement delivered by Seller pursuant to Section 2(f)(i) shall be final and binding on the Parties unless, within twenty (20) Business Days after receipt by Purchaser of the Proposed Final Purchase Price Statement, Purchaser shall notify Seller in writing of its disagreement with the accuracy of any amount included therein or any amount omitted therefrom (a “Purchaser Objection”), in which case, if the Parties are unable to resolve the disputed amounts or items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items shall be determined by the Accountant. At the time of submission of Purchaser Objection to the Accountant, Seller and Purchaser shall each submit a written statement setting forth in such detail as they deem appropriate their respective positions with respect to only the disputed matters set forth in the Purchaser Objection. There will be no ex parte communications between Seller or Purchaser and the Accountant relating to the Purchaser Objection, other than written answers by the Parties to written questions from the Accountant. All written communications to or from the Accountant and Purchaser or Seller will be delivered simultaneously to the other Party. In determining the accuracy of any amount included in the proposed Final Purchase Price Statement or whether any amounts were omitted therefrom, the Accountant (i) shall be bound by Section 2(f)(i) and other relevant provisions of this Agreement, (ii) shall review only those disputed matters submitted for resolution by the Parties in accordance with this Section 2(f)(iv) and the other relevant provisions of this Agreement, and (iii) shall base its review solely on the written statements prepared by the Parties and supporting documents provided by the Parties and the responses to any written questions from the Accountant. The decision of the Accountant shall not be based on an independent examination or audit of the financial or accounting records of Seller or legal discovery process. The determination of the Accountant with respect to the disputed items on the Proposed Final Purchase Price Statement shall be applied to the Proposed Final Purchase Price Statement, and such statement, as so amended, shall be the “Final

Not later than the 1:00 p.m. New York City time on the fifth (5th) Business Day following the date on which the Proposed Final Purchase Price Statement shall become final and binding pursuant to Section 2(f)(iv) (the “Adjustment Payment Date”):

If the Purchase Price as finally determined pursuant to Section 2(f) above, less the aggregate amounts previously disbursed to Seller pursuant to Sections 2(e)(iii)(A) and 2(f)(iii)(A) above, is greater than the amount of the Escrow Funds as of the Adjustment Payment Date (such excess, the “Additional Purchase Price”), Seller and Purchaser shall issue a joint written instruction to the Escrow Agent to disburse all remaining Escrow Funds to Seller and Purchaser shall promptly pay to Seller, by wire transfer of immediately available funds, the amount of such Additional Purchase Price.

If the Purchase Price as finally determined pursuant to Section 2(f) above is less than the aggregate amount previously disbursed to Seller pursuant to Sections 2(e)(iii)(A) and 2(f)(iii)(A) above, (such deficit, the “Purchase Price Overpayment”), Seller shall promptly pay to Purchaser, by wire transfer of immediately available funds, the amount of such Purchase Price Overpayment, and Seller and Purchaser shall issue joint written instructions to the Escrow Agent to release to Purchaser any Escrow Funds remaining in the Escrow Account as of the Adjustment Payment Date.

If the Purchase Price as finally determined pursuant to Section 2(f) above is greater than the aggregate amount previously disbursed to Seller pursuant to Sections 2(e)(iii)(A) and 2(f)(iii)(A) above (such difference, the “Purchase Price Difference”) and such Purchase Price Difference is less than the amount of Escrow Funds remaining in the Escrow Account as of the Adjustment Payment Date, Seller and Purchaser shall issue joint written instructions to the Escrow Agent to release to Seller from the Escrow Account in the amount of the Purchase Price Difference and to release to Purchaser the amount of any Escrow Funds remaining in the Escrow Account after such payment to Seller.

Seller General Representations and Warranties. Seller represents and warrants to Purchaser on the Effective Date and on each Applicable Closing Date that:

Seller is duly formed or organized, validly existing and in good standing under the laws of the jurisdiction of its formation or organization.

Seller has the power and authority to execute, deliver and perform this Agreement and each of the other Sale Documents to which it is contemplated to be a party, to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder, and has taken all necessary action to authorize such execution, delivery and performance.

This Agreement has been, and upon execution and delivery of each other Sale Document to which Seller is contemplated to be a party such other Sale Documents will have been, duly authorized by all necessary action on the part of Seller.

This Agreement constitutes, and each other Sale Document to which Seller is contemplated to be a party, upon the execution and delivery thereof by Seller, will constitute, the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors' rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Neither the execution and delivery of this Agreement or any other Sale Documents by Seller, nor the performance by Seller of its obligations hereunder or thereunder will: (a) violate any provision of the certificate of incorporation, bylaws or other organizational documents of Seller, (b) conflict with or constitute a breach of any provision of any law, regulation, judgment, order, decree, writ, injunction applicable to Seller or any of the Lease Interests or Loan Interests, or (c) assuming that the Required Consents have been obtained and are in full force and effect, breach or violate in any material respect, or constitute (with due notice or lapse of time or both) a default under, or result in the termination, cancellation or acceleration of any material contract, agreement or instrument to which Seller is a party or which relates to the Loan Interests or the Lease Interests, including any Transaction Document.

Seller represents that (i) Seller maintains an Anti-Money Laundering Program and a Customer Information Program (collectively, “AML/CIP Programs”) that meet the requirements of 31 CFR Parts 1010 and 1020 as well as any applicable regulations and guidelines issued by its federal bank regulatory agency, and (ii) the Loan Interests and Lease Interests were acquired or originated by Seller consistent with these AML/CIP Programs.

No litigation, arbitration, investigation, proceeding or inquiry is pending or, to Seller's Knowledge, threatened against Seller that could materially and adversely affect the ability of Seller to perform its obligations under this Agreement and any other Sale Documents to which it is a party.

Seller has timely filed all Tax returns that Seller was required to file with respect to the Loan Interests and Lease Interests and the related Other Property and all such Tax returns were correct and complete in all material respects. To Seller's Knowledge, Seller's Agent has timely filed all Tax returns that such Agent was required to file with respect to the Loan Interests and Lease Interests and the related Other Property and all such Tax returns were correct and complete in all material respects. To Seller's Knowledge, all Taxes owed by Seller with respect to the Loan Interests and Lease Interests (whether or not shown on any Tax return) have been paid.

Schedule E attached hereto indicates the Outstanding Principal Amount and all Unfunded Commitments with respect to each Loan Interest and Lease Interest of 5:00 p.m. New York City time on December 28, 2012.

Seller Loan Representations and Warranties. Seller represents and warrants to Purchaser with respect to each Commercial Loan Interest as of the Effective Date that:

Seller has delivered or otherwise made available to Purchaser true, correct and complete copies of each of the Transaction Documents relating to such Commercial Loan Interest in Seller's possession, and Seller will deliver or make available to Purchaser on or prior to the Applicable Closing of such Commercial Loan Interest true, correct and complete originals (to the extent in the possession of Seller and its Affiliates prior to such Applicable Closing Date, and if not, complete and correct copies) of each Transaction Document in Seller's possession relating to such Commercial Loan Interest.

The Transaction Documents relating to such Commercial Loan Interest constitute the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors' rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). To the Seller's Knowledge, the Transaction Documents relating to such Commercial Loan Interest constitute the legal, valid and binding obligations of each Transaction Party, enforceable against such Transaction Party in accordance with their respective terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors' rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Neither Seller nor, to the Knowledge of Seller, any Transaction Party is in default under any Transaction Document except as set forth on Schedule 3(b)(iii).

The Data Site Disk contains complete and correct copies of all of the Material Transaction Documents related to such Commercial Loan Interest, which Data Site Disk Seller agrees to deliver to Purchaser within ten (10) Business Days of the Effective Date.

(A) Seller is the sole legal and beneficial owner of such Commercial Loan Interest, free and clear of all Liens and (B) Seller has not previously sold, assigned, pledged, encumbered or otherwise transferred, or agreed to sell, assign, pledge, encumber or otherwise transfer, all or any portion of such Commercial Loan Interest.

The Outstanding Principal Amount set forth on any Purchase Price Statement that includes or relates to such Commercial Loan Interest will be accurate as of the date of such Purchase Price Statement.

As of December 28, 2012, at 5:00 pm New York City time, there are no Unfunded Commitments with respect to such Commercial Loan Interest, other than the Unfunded Commitments set forth on Schedule E, and to Seller's Knowledge, no protective advances have been made with respect to such Commercial Loan Interest.

Seller is not holding any impound, maintenance or other reserves or other escrow funds in connection with such Commercial Loan Interest (collectively, “Reserves”), except as set forth on Schedule E.

Seller has no Knowledge that the representations and warranties made by the Transaction Parties in the Material Loan Documents related to such Commercial Loan Interest are not true in any material respect.

All Deposits required to be made by a Transaction Party pursuant to any Transaction Document related to such Commercial Loan Interest are in the possession, or under the control, of Seller (with respect to Seller-Agented Transactions) or, to Seller's Knowledge, with the Agent with respect to Third Party Agented Interests; with respect to Seller-Agented Transactions, there are no deficiencies (subject to any applicable grace or cure periods) in connection therewith, and, with respect to Third Party Agented Interests, to Seller's Knowledge, there are no deficiencies (subject to any applicable grace or cure periods) in connection therewith.

The security interest created by the Transaction Documents relating to such Commercial Loan Interest constitutes a valid and binding first priority security interest, subject to Permitted Liens and Liens contemplated pursuant to any intercreditor agreements contained in the Material Loan Documents.

To Seller's Knowledge, no Transaction Party is located, organized or residing in any Designated Jurisdiction. To Seller's Knowledge, no Loan or Lease, nor the proceeds from any Loan or Lease, has been used, directly or indirectly, to lend, contribute, provide or has otherwise made available to fund any activity or business in any Designated Jurisdiction or to fund any activity or business of any Person located, organized or residing in any Designated Jurisdiction or who is the subject of any Sanctions, or in any other manner that will result in any violation by any Person (including any Lender, Lessor or Agent) of Sanctions.

Seller is not an entity (i) that is listed in the Annex to, or is otherwise subject to the provisions of Executive Order 13224 issued on September 24, 2001 (“EO13224”), (ii) whose name appears on the United States Treasury Department's Office of Foreign Assets Control (“OFAC”) most current list of “Specifically Designated National and Blocked Persons” (which list may be published from time to time in various mediums including, but not limited to, the OFAC website, http:www.treas.gov/ofac/t11sdn.pdf), (iii) who commits, threatens to commit or supports “terrorism”, as that term is defined in EO13224, (iv) is the subject of any Sanctions or is in violation of any federal, state, municipal or local laws, statutes, codes, ordinances, orders, decrees, rules or regulations relating to terrorism or money laundering, including, without limitation, EO13224 and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 or (v) that is otherwise affiliated with any entity or Person listed above (any and all parties or Persons described in clauses (i) - (v) above are herein referred to as a “Prohibited Person”). Seller has not knowingly (x) conducted any business, or engaged in any transaction or dealing, with any Prohibited Person, including, but not limited to, the making or receiving of any contribution of funds, goods or services, to or for the benefit of a Prohibited Person or (y) engaged in or conspired to engage in any transaction that

There is no dispute or Claim concerning any Tax liability of the Seller relating to such Loan Interest or the related Other Property either claimed or raised by any Governmental Authority as to which the Seller has Knowledge. Any deficiency resulting from any audit or examination relating to Taxes of Seller relating to such Loan Interest or related Other Property has been timely paid and, to Seller's Knowledge, no issues relating to Taxes have been raised by any relevant Governmental Authority in a completed audit or examination that can reasonably be expected to recur with respect to such Loan Interest or related Other Property in a later period.

Seller Commercial Real Estate Representations and Warranties. Seller represents and warrants to Purchaser with respect to each CRE Loan Interest as of the Effective Date that:

To Seller's Knowledge, (A) with respect to Seller-Agented Transactions, all Taxes and governmental assessments that became due and owing prior to the date hereof with respect to the Property and that are or may become a Lien of priority equal to or higher than the Lien of any related Mortgage have been paid or an escrow of funds was established on the closing date for the related transaction and such escrow (including all escrow payments required to be made prior to the delinquency of such Taxes and assessments) is sufficient to cover the payment of such taxes and assessments; and (B) with respect to all CRE Loan Interests that are Third Party Agented Interests, Seller has neither received written notice from the Agent of such CRE Loan indicating that any Taxes and governmental assessments that became due and owing prior to the date hereof with respect to the Property and that are or may become a Lien of priority equal to or higher than the Lien of any Mortgage have not been paid nor, if an escrow of funds was established on the closing date for the related Transaction, such escrow (including all escrow payments required to be made prior to the delinquency of such Taxes and assessments) is insufficient to cover the payment of such Taxes and assessments.

To Seller's Knowledge, there are no subordinate mortgages encumbering the Property relating to such CRE Loan Interest. There are no preferred equity interests held by the Seller in any CRE Loan Transaction Party.

Seller Equipment Loan and Lease Representations and Warranties. Seller represents and warrants to Purchaser with respect to each Lease and each Equipment Loan as of the Effective Date that:

Seller has not asserted, and to Seller's Knowledge, Seller does not have, any claims for Damages against any Obligor under any Lease or Equipment Loan.

Each Lease and each Equipment Loan arose out of a bona fide lease, sale or financing transaction and was originated or purchased, as applicable, by Seller in the ordinary and usual course of Seller's business and in accordance with Seller's written credit policies and underwriting procedures in effect at the time such Lease or Equipment Loan was entered into.

To the Knowledge of Seller, no Lease or Equipment Loan was entered into for personal, family or household purposes, and no Lease or Equipment Loan is a consumer lease as defined in Article 2A of the UCC.

Each Lease and each Equipment Loan was originated or acquired without any fraud or misrepresentation on the part of Seller.

To Seller's Knowledge, the seller or vendor of the Equipment underlying each Lease and each Equipment Loan has received payment for such Equipment or any interest therein when due.

Except as set forth on Schedule 3(d)(vi), no Lease or Lease Document or Equipment Loan or Equipment Loan Document is an obligation of any Governmental Authority. No Lease or Equipment Loan involving a Governmental Authority, as Obligor, was originated as a tax-exempt transaction.

If the Obligor in respect of any Lease or Equipment Loan is a Governmental Authority, (A) all requirements under applicable laws regarding assignment of Claims against such Governmental

Seller has in its possession the original of each lease schedule to each Lease and each Equipment Loan that constitutes the chattel paper thereof within the meaning of the UCC and will deliver the same to Purchaser on or prior to the Applicable Closing of each such Lease or Equipment Loan.

Seller has delivered or otherwise made available to Purchaser true, correct and complete copies of each of the Material Transaction Documents relating to each Lease and each Equipment Loan, and Seller will deliver or make available to Purchaser on or prior to the Applicable Closing of each such Lease or Equipment Loan true, correct and complete originals (to the extent in the possession of Seller and its Affiliates prior to such Applicable Closing Date, and if not, complete and correct copies) of each Transaction Document relating to such Lease and each Equipment Loan.

With respect to each Lease underlying each Lease Interest, to Seller's Knowledge, (i) the related Lease Documents accurately reflect the entire agreement of the parties to such Lease with respect to the transactions contemplated thereby in all material respects, and (ii) all Lease Documents that are required to be executed by Seller have been duly executed and delivered by Seller and all Lease Documents that are required to be executed by one or more Obligors have been duly executed and delivered by such Obligor or Obligors. With respect to each Lease underlying each Lease Interest, each Lease Document is in full force and effect and constitutes the valid and binding obligation of Seller, and to the Knowledge of Seller, each of the other parties thereto, enforceable against Seller, and to the Knowledge of Seller, each of the other parties thereto, in each case in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium and other similar laws affecting creditors' rights generally and by general principles of equity, whether considered in an action at law or in equity. Seller has not breached in any material respect any provision of any Lease Document.

With respect to each Equipment Loan underlying each Equipment Loan Interest, to Seller's Knowledge (i) the Equipment Loan Documents accurately reflect the entire agreement of the parties with respect to financing of the transactions contemplated thereby in all material respects, and (ii) all Equipment Loan Documents that are required to be executed by Seller have been duly executed and delivered by Seller and all Equipment Loan Documents that are required to be executed by one or more Obligors have been duly executed and delivered by such Obligor or Obligors. With respect to each Equipment Loan underlying each Equipment Loan Interest, each Equipment Loan Document is in full force and effect and constitutes the valid and binding obligation of Seller and, to the Knowledge of Seller, each of the other parties thereto, enforceable against Seller, and, to the Knowledge of Seller, each of the other parties thereto, in each case in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium and other similar laws affecting creditors' rights generally and by general principles of equity, whether considered in an action at law or in equity. Seller has not breached in any material respect any provision of any Equipment Loan Document.

Except as set forth on Schedule 3(d)(xii), each Lease and each Equipment Loan was originated in the United States and all amounts due under each Lease and each Equipment Loan are payable in U.S. dollars.

Except as set forth on Schedule 3(d)(xiii), to the Knowledge of Seller, the Obligor with respect to each Lease and each Equipment Loan is a resident of the United States at the location reflected in the applicable Lease Documents or Equipment Loan Documents.

To Seller's Knowledge, no Equipment underlying any Lease or any Equipment Loan has been rejected by the Obligor thereunder as unsatisfactory in accordance with the terms of the applicable Lease Document or Equipment Loan Document.

Except as set forth on Schedule 3(d)(xv), to the Knowledge of Seller the Equipment underlying each Lease and each Equipment Loan is currently in the United States at the location reflected in the applicable Lease Documents or Equipment Loan Documents.

Except as set forth on Schedule 3(d)(xvi), none of the Equipment underlying any Lease is a motor vehicle, a marine vessel, an aircraft or any other item which is not transferable solely by the delivery of a bill of sale.

Except as set forth on Schedule 3(d)(xvii), Seller (or its Agent) has actual possession of the certificate of title relating to each Certificated Vehicle that is the subject of a Lease or Equipment Loan.

Each Lease Interest and related Lease Document and each Equipment Loan Interest and related Equipment Loan Document was entered into or acquired by Seller in compliance in all material respects with all laws applicable to such Lease Interest and related Lease Document or Equipment Loan Interest and related Equipment Loan Document, as applicable, and the underlying Equipment, and no material consent, permit or license or authorization of, or filing with or other act by or in respect of any Governmental Authority or any other Person is required in connection with the execution, delivery, performance, validity or enforceability against any Obligor of any Lease Interest or related Lease Document or Equipment Loan Interest or related Equipment Loan Document other than the Required Consents and those which have been duly obtained, made or performed, and are in full force and effect. Seller has not received any notice of violation of any law relating to any Lease Interest or related Lease Document or any Equipment Loan Interest or related Equipment Loan Document.

Schedule E sets forth a true and correct list of all future funding or financing obligations with respect to the Leases and Equipment Loans.

Except as set forth on Schedule 3(d)(xx), no Lease or Equipment Loan is subject to any remarketing, residual or collateral sharing agreement or recourse agreement between Seller and any other Person.

Except as set forth on Schedule 3(d)(xxi), none of the terms of the Leases or related Lease Documents or Equipment Loans or related Equipment Loan Documents permit the sale, assignment, sublease or transfer of any Obligor's interest therein to another Person, or the sale, assignment, sublease or transfer of the Equipment underlying such Lease or Equipment Loan, without the prior consent of Seller, other than any such provisions that (i) permit sublease or assignment to a U.S. Affiliate of the Obligor, (ii) permit sublease or assignment to a third party where such Obligor remains liable under the Lease or Equipment Loan or (iii) permit assignment to a third party if such third party maintains an investment grade rating.

Except for any Required Consents or as set forth on Schedule 3(d)(xxii), no Lease or related Lease Document or Equipment Loan or related Equipment Loan Document requires the prior written notification to, or consent of, any Person for the assignment of Seller's right, title and interest therein and in the related Equipment, or contains any other material restriction on the transfer or assignment of such Lease or related Lease Document or Equipment Loan or related Equipment Loan Document or the related Equipment by Seller.

Each Lease and each Equipment Loan is by its terms an absolute and unconditional obligation of the related Obligor and no Lease or Equipment Loan is cancelable or terminable at the option of the Obligor except as set forth in the applicable Transaction Documents.

Each Lease and each Equipment Loan (i) requires the related Obligor to assume all risk of loss, damage or malfunction of the related Equipment, (ii) does not require a Lessor thereunder to repair or maintain the related Equipment or to pay any costs and expenses related thereto and any other ancillary costs and expenses related to the Equipment (provided that, in certain instances, maintenance contract costs payable to a third party may be financed by or billed, collected and remitted by Seller (or its Agent)), (iii) requires the Obligor to (A) self-insure (including deductibles) against physical damage or liability related to the underlying Equipment, only in amounts satisfactory to the Lessor under such Lease or Lender under such Equipment Loan, and (B) subject to any such self-insurance satisfactory to Lessor or Lender, maintain physical damage and liability insurance policies with respect to the related Equipment and to pay the applicable premiums for such insurance, and, to the Knowledge of Seller, such physical damage and liability insurance policies are in full force and effect with respect to the related Equipment in customary amounts, (iv) requires the Obligor to pay all Taxes (including personal property, sales and use Taxes) relating to such Equipment (provided that Seller (or its Agent) may bill, collect and remit for personal property, sales and use Taxes and other similar Taxes), and (v) provides

Except as set forth on Schedule 3(d)(xxv), to Seller's Knowledge (i) no Obligor under any Lease or related Lease Document or any Equipment Loan or related Equipment Loan Document is Bankrupt and (ii) none of the Equipment underlying any Lease or Equipment Loan is subject to a plan in any proceeding within the definition of “Bankrupt”.

Except as set forth on Schedule 3(d)(xxvi), with respect to each Lease (i) each Obligor has made all Payments due under the related Lease Documents, (ii) no Obligor has prepaid any Rent under the related Lease Documents, (iii) no Obligor has notified Seller of any intention to stop making Rent or other scheduled Payments when such Payments become due in the future under the related Lease Documents, (iv) Seller is not holding any maintenance reserves or deposits with respect to such Lease, and (v) to the Knowledge of Seller, no Obligor is in breach of or default under any other provision of any Lease Document relating to such Lease.

Except as set forth on Schedule 3(d)(xxvii), with respect to each Equipment Loan (i) each Obligor has made all Payments due under the related Equipment Loan Documents, (ii) no Obligor has prepaid any scheduled Payments required under the related Equipment Loan Documents, (iii) no Obligor has notified Seller of any intention to stop making scheduled Payments when such Payments become due in the future under the related Equipment Loan Documents, (iv) Seller is not holding any maintenance reserves or deposits with respect to such Equipment Loan, and (v) to the Knowledge of Seller, no Obligor is in breach of or default under any other provision of any Equipment Loan Document relating to such Equipment Loan.

Schedule 3(d)(xxviii) contains a complete list of all Equipment subject to casualty loss.

Except as set forth on Schedule 3(d)(xxix), there are no Credit Enhancements (other than guarantees) in place with respect to any Lease or Equipment Loan and Seller has not exercised its rights under any guarantees relating to any Lease or Equipment Loan. To the Knowledge of Seller, no Payments made on any Leases or Equipment Loans are being made by any guarantor thereunder or other Person (other than the primary Obligor) for the purpose of forestalling, delaying or avoiding a default by the Obligor, and there are no defaults by any party under the terms of any Credit Enhancements relating to any Lease or Equipment Loan.

Seller has not granted any Obligor any material rebate, set-off, refund, allowance or adjustment during the initial fixed term of any Lease or Equipment Loan where such action was either credit-related or not in the ordinary course of business of Seller consistent with past practice.

Seller has not received any written notice of dispute from any Obligor with respect to any material amounts due and owing (including the amounts of rental, installment or other payments) under any Lease or Equipment Loan.

Except as set forth on Schedule 3(d)(xxxii), Seller (or its Agent) has not (i) renewed, extended or refinanced, amended or waived any provisions of any Leases or Equipment Loans, (ii) released any Obligor from any Lease or Equipment Loan or (iii) released or taken possession of any Equipment underlying any Lease or Equipment Loan.

With respect to each Lease, Seller has, and will convey to Seller on the Applicable Closing Date, such title to the Equipment underlying such Lease as was conveyed to Seller, free and clear of all Liens, other than the Permitted Liens and interests of the Obligor thereunder, such other imperfections of title as do not materially detract from the value of such Equipment, and the rights of any fiscal agent to manage such Equipment.

With respect to each Equipment Loan, Seller (in the case of Seller-Agented Transactions) or the Agent (in the case of Third Party Agented Interests) has a first priority perfected security interest in the Equipment underlying such Equipment Loan, free and clear of all Liens, other than Permitted Liens, Liens contemplated pursuant to any intercreditor agreements contained in the Transaction Documents and such imperfections of title as do not materially detract from the value of such Equipment.

Except for options and other rights set forth in the Transaction Documents, Purchaser will have no obligation to sell, assign, encumber, transfer or convey to any Person any of its right, title or interest in, to or under any Lease Interest, Loan Interest or any Equipment, Collateral or Other Property underlying any Lease Interest or Loan Interest after the date hereof.

There is no dispute or claim concerning any Tax liability of the Seller relating to such Lease Interest or the related Other Property either claimed or raised by any Governmental Authority as to which the Seller has Knowledge. Any deficiency resulting from any audit or examination relating to Taxes of Seller relating to such Lease Interest or related Other Property has been timely paid and, to Seller's Knowledge, no issues relating to Taxes have been raised by any relevant Governmental Authority in a completed audit or examination that can reasonably be expected to recur with respect to such Lease Interest or Other Property in a later period.

Subject to the assumptions, field descriptions and adjustments described therein, (i) except with respect to the location of Equipment underlying any Lease Interest, all material information in the electronic data tapes dated as of November 30, 2012 that were delivered or made available by Seller or its representatives to Purchaser prior to the date hereof (the “Electronic Data Tapes”) is true and correct in all material respects as of the date thereof, and (ii) such Electronic Data Tapes set forth a true, correct and complete description of the quantity and amount of all scheduled payments required under the Lease Documents or Equipment Loan Documents, as applicable, relating to each Lease Interest, including Seller's assumed residual value, both guaranteed and unguaranteed, with respect to the related Equipment, in each case as of the date thereof.

Representations and Warranties of Purchaser. Purchaser represents and warrants to Seller as of the Effective Date and as of each Applicable Closing Date that:

Purchaser is duly formed or organized, validly existing and in good standing under the laws of the jurisdiction of its formation or organization, and is registered or qualified to conduct business in all other jurisdictions in which the failure to be so registered or qualified would materially and adversely affect the ability of Purchaser to perform its obligations under this Agreement or any other Sale Document to which it is contemplated to be a party.

Purchaser has the power and authority to execute, deliver and perform this Agreement and each of the Sale Documents to which it is contemplated to be a party and has taken all necessary action to authorize such execution, delivery and performance.

This Agreement constitutes, and the other Sale Documents to which Purchaser is a party will, upon execution and delivery thereof, constitute, legal, valid and binding obligations of Purchaser, enforceable against Purchaser in accordance with their respective terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors' rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

The execution and delivery of the applicable Sale Documents and the performance by Purchaser of its obligations thereunder will not conflict with or constitute a breach of any provision of any law, regulation, judgment, order, decree, writ, injunction or any material contract, agreement or instrument, in each case, binding on Purchaser or its properties.

To the Knowledge of Purchaser, Purchaser is not an Affiliate of any Transaction Party.

Purchaser will have sufficient cash, available lines of credit or other sources of immediately available funds to enable it to pay the Initial Deposit Amount into the Escrow Account on the Effective Date, the Initial Purchase Price into the Escrow Account on the Funding Date and to pay any other amounts required to be paid by it under this Agreement.

Purchaser is a sophisticated investor (as that term is used in regulations promulgated under the Securities Act of 1933) and is able to bear the economic risk associated with the purchase of the Loan Interests and Lease Interests and the assumption of the obligations of Seller thereunder.

Purchaser is an “accredited investor”, as that term is defined by the Securities Act of 1933, as amended and related regulations. Purchaser has such knowledge and experience in financial and business matters, including with respect to the ownership of loan and lease interests comparable to the Loan Interests and Lease Interests, that it is capable of evaluating the merits and risks of an investment in such Loan Interests and Lease Interests.

No litigation, arbitration, investigation, proceeding or inquiry is pending or, to Purchaser's Knowledge, threatened against Purchaser that could materially and adversely affect the ability of Purchaser to perform its obligations under this Agreement or the other Sale Documents to which Purchaser is a party.

Interim Operating Covenant. Prior to the transfer of each Loan Interest or Lease Interest pursuant to this Agreement, Seller agrees to manage and operate such Loan Interests and Lease Interests and related Other Property in the ordinary course of Seller's business, consistent with Seller's past practice. To the extent that Seller's consent is required to amend, modify, or otherwise alter any of the Transaction Documents relating to a Loan Interest or Lease Interest prior to the transfer of such Loan Interest or Lease Interest to Purchaser (a “Proposed Modification”), Seller shall not consent to any such Proposed Modification without first obtaining Purchaser's consent to such Proposed Modification.

Seller acknowledges that (i) Purchaser currently may have information with respect to the Loan Interests and Lease Interests that is not known to Seller and that may be material to a decision to sell the Loan Interests and Lease Interests (the “Purchaser Excluded Information”), (ii) Seller has determined to sell the Loan Interests and Lease Interests notwithstanding its lack of knowledge of the Purchaser Excluded Information and (iii) Purchaser shall have no liability to Seller, and Seller waives and releases any Claims that it might have against Purchaser whether under applicable securities laws or otherwise, with respect to the nondisclosure of the Purchaser Excluded Information in connection with the transactions contemplated hereby; provided, that the Purchaser Excluded Information shall not and does not affect the truth or accuracy of Purchaser's representations or warranties in this Agreement.

Purchaser acknowledges that no Seller Party has been authorized to make, and that Purchaser has not relied upon, any statements, representations or warranties other than those specifically made by Seller contained in Section 3 of this Agreement.

Purchaser acknowledges that (i) Seller currently may have information with respect to the Loan Interests and Lease Interests that is not known to Purchaser and that may be material to a decision to purchase the Loan Interests and Lease Interests (the “Seller Excluded Information”), (ii) Purchaser has determined to purchase the Loan Interests and Lease Interests notwithstanding its lack of knowledge of the Seller Excluded Information and (iii) Seller shall have no liability to Purchaser, and Purchaser waives and releases any Claims that it might have against Seller whether under applicable securities laws or otherwise, with respect to the nondisclosure of the Seller Excluded Information in connection with the transactions contemplated hereby; provided, that the Seller Excluded Information shall not and does not affect the truth or accuracy of the Seller's representations or warranties in this Agreement.

PURCHASER ACKNOWLEDGES THAT, EXCEPT AS SET FORTH IN SECTION 3, SELLER HAS MADE NO REPRESENTATIONS OR WARRANTIES AS TO THE LOAN INTERESTS OR LEASE INTERESTS (INCLUDING, WITHOUT LIMITATION, THE VALUE, MARKETABILITY, CONDITION OR FUTURE PERFORMANCE THEREOF, THE COMPLIANCE THEREOF WITH ANY LAWS (INCLUDING, WITHOUT LIMITATION, ENVIRONMENTAL, LAND USE OR OCCUPANCY LAW)). IN ADDITION, EXCEPT TO THE EXTENT EXPRESSLY SET FORTH IN THIS AGREEMENT (INCLUDING WITHOUT LIMITATION SECTION 3 HEREOF), SELLER EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND PURCHASER AGREES THAT THE LOAN INTERESTS AND LEASE INTERESTS TO BE TRANSFERRED HEREBY ARE BEING TRANSFERRED IN AN “AS IS, WHERE IS, AND WITH ALL FAULTS” CONDITION BASED SOLELY ON PURCHASER'S OWN INSPECTION, AND WITHOUT LIABILITY BY OR RECOURSE TO ANY SELLER PARTY EXCEPT TO THE EXTENT EXPRESSLY SET FORTH IN THIS AGREEMENT (INCLUDING WITHOUT LIMITATION SECTIONS 3 AND 9 HEREOF).

The obligation of Purchaser to proceed with the purchase of any Loan Interest or Lease Interest is subject to the fulfillment (in form and substance reasonably satisfactory to Purchaser) or waiver (by Purchaser, in its sole discretion, by written notice to Seller) on or prior to each Applicable Closing Date, of all of the following conditions:

the Escrow Agreement shall be in full force and effect;

Seller shall have received all Required Consents with respect to such Loan Interest or Lease Interest;

the representations and warranties of Seller set forth in Section 3(a) that are qualified by materiality shall be true and correct in all respects and such representations and warranties of Seller that are not so qualified shall be true and correct in all material respects;

Seller shall have complied in all material respects with all covenants required by this Agreement to be complied with by it on or before the Applicable Closing Date; and

Purchaser shall have received a certificate signed by an officer of the Seller to the effect that the conditions in Sections 7(a)(ii), (iii) and (iv) have been satisfied as of such Applicable Closing Date.

At the Applicable Closing relating to any Loan Interest or Lease Interest, Seller shall deliver to Purchaser, in each case to the extent relevant to such Loan Interest or Lease Interest:

an Assignment and Assumption Agreement, duly executed by Seller;

a Bill of Sale, together with any form of transfer instrument required by the Federal Aviation Administration, the United States Coast Guard or any State motor vehicle department with respect to Equipment constituting an aircraft, a marine vessel or a Certificated Vehicle, respectively, duly executed by Seller;

an allonge (substantially in the form attached hereto as Exhibit C, an “Allonge”) to each applicable Note delivered in connection with a Seller-Agented Transaction or in respect of any other Lease Interest or Loan Interest pursuant to which Seller is in possession of a Note that has not been cancelled, duly executed by Seller;

(A) evidence of title to any Equipment located in any jurisdiction wherein the possession of such certificate or other documentary item is required to evidence title to or perfection of a security interest in such items of Equipment, duly assigned to Purchaser, to the extent Seller is listed thereon as owner and/or lienholder and (B) all duly executed agreements, instruments and documents, if any, required by applicable law in order to assign to Purchaser all of Seller's interest in the Collateral, including, without limitation, UCC assignments, assignments of vehicle titles, and such other applicable documents, agreements and instruments of assignment and transfer as Purchaser shall have reasonably requested that are customary with respect to the particular Loan Interest or Lease Interest;

each original Note (or lost note affidavit and related customary indemnity) relating to a Seller-Agented Transaction or other Lease Interest or Loan Interest where Seller is the payee under such Note, and, in both cases, the other applicable original Transaction Documents, in each case to the extent in Seller's possession;

the remainder of Seller's Loan File or Lease File with respect to such Loan Interest or Lease Interest, including, without limitation, all material written notices and correspondence received by Seller in connection therewith, other than any Excluded Documents;

UCC-3 assignments with respect to the UCC-1 financing statements filed in connection with each Seller-Agented Transaction or any other Loan Interest or Lease Interest to the extent Seller is named as the secured party therein (collectively, the “UCC-3s”);

original documentation of any Leases constituting “tangible chattel paper” within the meaning of Section 9-102(a) of the UCC;

a certificate of non-foreign status pursuant to Section 1445 of the Code and Treasury Regulations Section 1445-2(b);

any applicable Reserve Funds; and

any other documents required for the transfer of such Loan Interest or Lease Interest to Purchaser, duly executed by Seller to the extent required, in each case in form and substance reasonably acceptable to Purchaser and Seller.

The obligation of Seller to proceed with the sale of any Loan Interest or Lease Interest is subject to the fulfillment (in form and substance reasonably satisfactory to Seller) or waiver (by Seller, in its sole discretion, by written notice to Purchaser) on or prior to each Applicable Closing Date, of all of the following conditions:

the Escrow Agreement shall be in full force and effect;

the representations and warranties of Purchaser set forth in Section 4 shall be true and correct in all material respects;

Purchaser shall have complied in all material respects with all covenants required by this Agreement to be complied with by it on or before the Applicable Closing Date;

Seller shall have received a certificate signed by an officer of Purchaser to the effect that the conditions in Sections 7(c)(ii) and (iii) have been satisfied as of such Applicable Closing Date; and

Seller shall have received all Required Consents with respect to such Loan Interest or Lease Interest.

At the Applicable Closing relating to any Loan Interest or Lease Interest, Purchaser shall deliver to Seller, in each case to the extent relevant to such Loan Interest or Lease Interest:

an Assignment and Assumption Agreement, duly executed by Purchaser; and

any other documents required for the transfer of such Loan Interest or Lease Interest to Purchaser, duly executed by Purchaser to the extent required, in each case in form and substance reasonably acceptable to Purchaser and Seller.

Actions Subsequent to Sale. From and after each Applicable Closing Date relating to a Loan Interest or Lease Interest, Purchaser shall be entitled to file or record all UCC-3s and all Assignment and Assumption Agreements delivered in connection with the Applicable Closing relating to such Loan Interest or Lease Interest in the relevant recording offices, in each case, at its sole cost and expense.

Notice of Claim. Purchaser shall promptly notify Seller in writing if Purchaser receives notice of any Claim or threatened Claim, or any litigation against any Seller Party or any predecessor owner of Seller relating to any Transferred Interest.

Identity of Ownership of Transaction. In no event shall Purchaser prosecute any Claims in the name of Seller, nor shall Purchaser intentionally mislead or conceal its ownership of any Transferred Interest.

Required Consents. From and after the Effective Date until the Final Closing Date, Seller shall use its commercially reasonable efforts to obtain the Required Consents relating to the Loan Interests and Lease Interests. Purchaser agrees to take such action as may be reasonably requested by Seller from time to time in order to assist Seller in obtaining such Required Consents; provided, that, Purchaser shall not be obligated to expend any funds in connection therewith.

Taxes, Fees, Costs, Expenses, Etc. Each of Seller and Purchaser shall pay fifty percent (50%) of all transfer, filing, recording and titling fees, title insurance costs, Escrow Agent expenses, Mortgage recording Taxes, registration expenses, administrative agent assignment fees and expenses, documentary transfer, stamp, sales, use and similar Taxes and all other similar costs and expenses, in each case, required to be paid in connection with the transactions contemplated hereby. The Parties shall cooperate to comply with all Tax return requirements for such Taxes and shall provide such documentation and take such other action as may be necessary to minimize the amount of any such Tax. This Section 8(d) shall not require Purchaser to pay any Taxes, costs or expenses related to Seller's income Tax obligations occasioned by the sale of the Transferred Interests or otherwise.

Recording. Except as otherwise provided in Section 8(d), Purchaser is responsible for recording any necessary documents to evidence, secure or otherwise reflect its right, title and interest in and to any Transferred Interests it acquires hereunder. IN NO EVENT SHALL SELLER BE LIABLE FOR PURCHASER'S FAILURE TO PROPERLY RECORD ANY DOCUMENTS THAT ARE NECESSARY TO EVIDENCE, SECURE OR OTHERWISE REFLECT PURCHASER'S RIGHT, TITLE AND INTEREST IN AND TO ANY TRANSFERRED INTERESTS IT ACQUIRES HEREUNDER.

Original Transaction Documents. Purchaser agrees that, from and after the Applicable Closing Date relating to any Loan Interest or Lease Interest, if Seller reasonably requires an original Transaction Document that is in Purchaser's possession in connection with a governmental or regulatory inquiry or proceeding, an audit or any other similar matter from time to time, Purchaser shall use commercially reasonable efforts to assist Seller in producing such original Transaction Document pursuant to arrangements reasonably mutually satisfactory to Purchaser and Seller.

Cooperation with Purchaser AML/CIP Programs. Seller hereby covenants that Seller shall, promptly following a request by Purchaser, provide all documentation and other information that Purchaser reasonably requests in order to enable Purchaser to comply with Purchaser's ongoing obligations under Purchaser's AML/CIP Programs and Purchaser's reporting obligations under applicable law.

Indemnification by Seller.

Seller shall indemnify and hold harmless each of Purchaser and its Affiliates and their respective officers, directors, employees, agents, successors and assigns (collectively, the “Purchaser Indemnitees”) from and against any and all Claims (including amounts paid in the investigation, defense or settlement thereof), obligations, losses, Taxes or Damages (whether absolute, accrued, conditional or otherwise) and out of pocket expenses, including reasonable attorneys' and accountants' fees and expenses (collectively, “Losses”), resulting from, arising out of or relating to (a) any breach of any representation or warranty made by Seller in Section 3; and (b) any failure of Seller to perform any covenant or agreement hereunder or under the other Sale Documents to which it is a party.

Seller shall indemnify, protect and hold harmless each Purchaser Indemnitee from and against (i) all Losses resulting from, arising out of or relating to Seller's failure to observe or perform any of its obligations under the Transaction Documents or any other obligations under or relating to any Transferred Interest prior to the Applicable Closing Date with respect to such Transferred Interest, (ii) all Losses resulting from, arising out of or relating to actions, events or circumstances occurring or existing with respect to any Transferred Interest on or prior to the Effective Date, and (iii) all ad valorem and non-ad valorem property Taxes and assessments with respect to any Property or Equipment to the extent such Taxes accrued or became due on or prior to the Effective Date. Notwithstanding the foregoing, Seller shall have no obligation to indemnify Purchaser to the extent that any of the foregoing arise as a direct result of the gross negligence, bad faith or willful misconduct of any Purchaser Party or any breach by Purchaser of its obligations under this Agreement.

Indemnification by Purchaser.

Purchaser shall indemnify and hold harmless Seller and its Affiliates and their respective officers, directors, employees, agents, successors and assigns (collectively, the “Seller Indemnitees”) from and against any and all Losses resulting from, arising out of or relating to (a) any material breach of any

Purchaser shall indemnify, protect and hold harmless each Seller Party from and against (i) all Losses resulting from, arising out of or relation to Purchaser's failure to observe or perform any of its obligations under the Transaction Documents or any other obligations under or relating to any Transferred Interest from and after the Applicable Closing Date with respect to such Transferred Interest, (ii) all Losses resulting from, arising out of or relating to actions, events or circumstances first occurring or existing with respect to any Transferred Interest after the Effective Date relating to such Transferred Interest, and (iii) all ad valorem and non-ad valorem property Taxes and assessments with respect to any Property or Equipment to the extent such Taxes accrued or became due after the Effective Date. Notwithstanding the foregoing, Purchaser shall have no obligation to indemnify any Seller Indemnitees to the extent that any of the foregoing arise as a direct result of the gross negligence, bad faith or willful misconduct of any Seller Party or any breach by Seller of any of its obligations under this Agreement.

Certain Limitations.

Seller shall not be required to indemnify the Purchaser Indemnitees with respect to Losses set forth in any claim for indemnification pursuant to Section 9(a)(i)(a) (other than for claims relating to the alleged breach of any representation or warranty relating to Taxes) to the extent that the aggregate liability of Seller to Purchaser Indemnitees under Section 9(a)(i)(a) exceeds five percent (5%) of the Purchase Price actually paid under this Agreement (the “Cap”); provided that such Cap shall not apply to the extent the foregoing arises as a direct result of the gross negligence, bad faith or willful misconduct of any Seller Party or any breach by Seller of any of its obligations under this Agreement.

Purchaser shall not be required to indemnify the Seller Indemnitees with respect to any Losses set forth in any claim for indemnification pursuant to Section 9(b)(i)(a) to the extent that the aggregate liability of Purchaser to the Seller Indemnitees under Section 9(b)(i)(a) exceeds the Cap; provided that such Cap shall not apply to the extent the foregoing arises as a direct result of the gross negligence, bad faith or willful misconduct of any Purchaser Party or any breach by Purchaser of any of its obligations under this Agreement.

The rights to indemnification provided for in this Section 9 shall be the sole and exclusive remedy of Purchaser or Seller, as the case may be, with respect to a Transferred Interest after the Applicable Closing with respect to such Transferred Interest for any breaches of or inaccuracy of any applicable representation, warranty, covenant or agreement of Seller or Purchaser, respectively, herein.

Any indemnity payment to be made by Seller to the Purchaser Indemnitees, on the one hand, or by Purchaser to the Seller Indemnitees, on the other hand, pursuant to this Section 9 in respect of any Loss shall be reduced by an amount equal to (x) any insurance proceeds actually received by the Indemnified Party in respect of such claim minus (y) any out-of-pocket expenses and reasonable attorneys' fees incurred by the Indemnified Party in connection with the recovery of such proceeds; provided that such Indemnified Party shall use commercially reasonable efforts to recover such insurance proceeds in connection with making a claim under this Section 9.

Any payment to be made by Seller to the Purchaser Indemnitees on the one hand, or by Purchaser to the Seller Indemnitees on the other hand, pursuant to this Section 9 in respect of any Loss shall be reduced by an amount equal to the income Tax benefits, if any, attributable to such Loss.

The Parties agree that any indemnification payments made pursuant to this Agreement shall be treated for Tax purposes as an adjustment to the Purchase Price relating to the Purchased Interest to which such indemnification payment relates.

In the event of any Claim asserted by a third party (a “Third Party Claim”) against a party entitled to seek indemnification under this Agreement (the “Indemnified Party”), notice shall be given by the

Upon receipt of such notice, the Indemnifying Party may elect to participate in such claim or action and to assume the defense of such Third Party Claim, at the expense of the Indemnifying Party, by written notice to the Indemnified Party within twenty (20) days after the Indemnified Party has provided notice of the Third Party Claim; provided that the Indemnified Party may participate in such defense at such Indemnified Party's expense. Except with the prior written consent of the Indemnified Party, not to be unreasonably withheld or delayed, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement unless (A) there is no finding or admission of any violation of law or contract by the Indemnified Party, and (B) the sole relief is monetary damages that are paid in full by the Indemnifying Party. Notwithstanding the foregoing, in the event that the Indemnified Party shall in good faith determine that the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect of such Third Party Claim, the Indemnified Party shall have the right, but not the obligation, at all times to take over and assume control over the defense, settlement, negotiations or Claim relating to any such Third Party Claim, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such Third Party Claim without the prior written consent of the Indemnifying Party, not to be unreasonably withheld or delayed.

In all cases, the Parties shall cooperate in the defense of any Third Party Claim subject to this Section 9 and the records of each shall be available to the other with respect to such defense subject to any restrictions or procedures necessary or appropriate to protect any attorney-client or other legal privileges. The party controlling the defense of such Third Party Claim shall keep the other party reasonably advised of the status of such Third Party Claim and the defense thereof and shall consider in good faith any reasonable recommendations made by the non-controlling party with respect thereto.

If an Indemnified Party sustains any Losses not involving a Third Party Claim that such Indemnified Party believes gives rise to a claim for indemnification hereunder, such Indemnified Party shall, if it intends to make a claim with respect thereto against an Indemnifying Party, deliver notice of such claim to the Indemnifying Party in accordance with Section 9(e)(i). If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after its receipt of such notice that the Indemnifying Party disputes its liability to the Indemnified Party, such claim specified by the Indemnified Party in such notice shall be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall pay the amount of such claim to the Indemnified Party promptly after demand therefor or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date on which such amount (or such portion) is finally determined. If the Indemnifying Party has timely disputed its liability with respect to such claim as provided above, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute, and if not resolved through such negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction in accordance with Sections 13 and 15.

If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Losses pursuant to this Section 9 and the Indemnified Party could have recovered all or any portion of such Losses from any third party (a “Potential Contributor”) based on the underlying claim asserted against the Indemnifying Party, the Indemnified Party shall cooperate with the Indemnifying Party to assist the Indemnifying Party in recovering from the Potential Contributor the amount of such payment.

The Parties shall cooperate with each other with respect to resolving any claim or liability with respect to which one Party is obligated to indemnify the other Party hereunder, including by using commercially reasonable efforts to mitigate or resolve any such claim or liability.

After each Applicable Closing Date, solely with respect to those Loan Interests or Lease Interests transferred to Purchaser as of such Applicable Closing Date, except as provided in this Section 9 and in Sections 8(d), 8(g), 10, 18, 29 and 30, no Seller Party shall have any liability, responsibility or obligation to Purchaser with respect to this Agreement, the related Loan Interests, the related Lease Interests, the related Transaction Documents, or any of the other Sale Documents, either directly or indirectly. Purchaser hereby expressly waives all such liability, responsibility, obligations of and all recourse against each Seller Party.

It is acknowledged and agreed by the Parties that Seller shall not be liable to Purchaser and Purchaser shall not be liable to Seller under or in connection with this Agreement or any other Sale Document with respect to (x) any breach of representation, warranty or covenant of Seller or Purchaser hereunder or thereunder that is not otherwise qualified by materiality unless such breach is material or (y) a breach of any representation or warranty if, at the time such representation or warranty was made by Seller or Purchaser, Purchaser or Seller, respectively, had Knowledge of such breach.

Survival of Representations and Warranties. No claim for indemnification may be made by any Seller Indemnitee under Section 9(a)(i)(a) or by any Purchaser Indemnitee under Section 9(b)(i)(a) for any breach of a representation or warranty after the expiration of the applicable Survival Period applicable to such representation or warranty.

Insurance. From and after each Applicable Closing Date with respect to each Transferred Interest, at Purchaser's sole cost and expense, (a) Seller shall reasonably cooperate with Purchaser to have Purchaser named as loss payee on all insurance policies relating to such Transferred Interest under which Seller was named as loss payee on the Applicable Closing Date to be effective as of the Effective Date and (b) Seller shall remit any proceeds it receives in respect of claims under such insurance policies accruing on or after the Effective Date with respect to Transferred Interests ultimately transferred to Purchaser to Purchaser promptly after receipt thereof.

Limitation on Damages. In no event shall Seller or Purchaser be entitled to punitive, consequential, exemplary or special damages in connection with any Claim relating to this Agreement.

Time is of the Essence. Time shall be of the essence with regard to this Agreement.

Governing Law, Venue and Jurisdiction. THIS AGREEMENT SHALL BE CONSTRUED AND GOVERNED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. VENUE FOR ANY LITIGATION ARISING UNDER THIS AGREEMENT OR ANY OTHER SALE DOCUMENT OR ITS SUBSEQUENT PERFORMANCE SHALL BE A STATE OR FEDERAL COURT SITTING IN THE STATE OF NEW YORK, BOROUGH OF MANHATTAN. THE PARTIES hereby irrevocably waive any objection that they may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement brought in any federal or state court sitting in the state of New York, borough of Manhattan and hereby further irrevocably waive any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

Notices. All notices or deliveries required or permitted hereunder shall be in writing and delivered personally, by facsimile (with answer back acknowledged), by electronic mail via PDF (with confirmation of receipt) or by generally recognized overnight delivery service, and shall be deemed given (a) when delivered, if delivered personally, by facsimile or by electronic mail or (b) on the following Business Day, if sent by generally recognized overnight delivery service, in each case at the following addresses, or such other address as the relevant Party may hereafter designate by notice given in compliance with this Section 14 to the other Party:

Waiver of Trial by Jury. EACH PARTY HEREBY KNOWINGLY, VOLUNTARY AND INTENTIONALLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR RELATING TO THIS AGREEMENT OR ANY OTHER SALE DOCUMENT OR ANY TRANSACTION, PURCHASED INTEREST OR TRANSACTION DOCUMENT AND AGREES THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.

Counterparts. This Agreement may be executed in two or more counterparts (and by different Parties in separate counterparts), each of which shall be an original but all of which together shall constitute the same instrument.

Brokers. Purchaser represents and warrants to Seller that it has not retained any broker, finder or other party entitled to a commission or other compensation for which Seller could be held responsible in connection with the transactions contemplated hereby.

Further Assurances. From and after each Applicable Closing Date, at any time and from time to time, upon the reasonable request of any Party to this Agreement, and without payment of further consideration, provided that the requesting Party is not then in breach of its obligations hereunder, the Party so requested shall use commercially reasonable efforts to cooperate with the other Party to request and obtain from any Agent or Obligor any missing information relating to any Transferred Interest and to do, execute, acknowledge and deliver, and shall cause to be done, executed, acknowledged and delivered, all such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances as may be required in order to effectuate the transactions contemplated by this Agreement, including to better assign, transfer, grant, convey, assure and confirm to Purchaser the Transferred Interests as provided for herein; provided, however, (a) nothing in this Section 18 shall obligate Seller or Purchaser to increase its obligations or liabilities, or decrease its rights, under this Agreement, and (b) any documentation requested to be executed by Seller pursuant to this Section 18 shall be in form and substance reasonably satisfactory to Seller.

Survival Period. Each covenant and agreement contained in this Agreement or in any other Sale Document which by its express terms contemplates performance after the Effective Date or an Applicable Closing Date (including, without limitation, all indemnification obligations), shall survive the Effective Date or such Applicable Closing Date, as applicable, and be enforceable until such covenant or agreement has been fully performed. The representations and warranties contained in this Agreement shall survive the Effective Date and each Applicable Closing Date and shall expire at the end of the applicable Survival Period for such representations and warranties after which time no Claim for breach of such representations or warranties may be made.

Amendment. This Agreement may not be amended except by an instrument in writing signed by the Parties.

Severability. If any provision of this Agreement or any other Sale Document shall for any reason be held invalid or unenforceable, the invalidity or unenforceability of any such provision shall in no way affect the validity or enforceability of any other provision of this Agreement or any other Sale Document; provided, however, if the invalidity or unenforceability of any provision shall materially deprive a Party of the economic benefit intended to be conferred by this Agreement or any other Sale Document, the Parties shall negotiate in good faith to amend this Agreement in a manner whereby the economic effect is as nearly as possible the same as the economic effect of this Agreement prior to such invalidity or unenforceability.

Entire Agreement. This Agreement and the other Sale Documents contain the entire agreement between the Parties and supersede all prior agreements, arrangements and understandings relating to the subject matter thereof. There are no written or oral agreements, understandings, representations or warranties between the Parties other than those set forth herein and in the other Sale Documents.

Successors and Assigns. This Agreement shall be binding upon the Parties hereto and their respective successors and permitted assigns and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns. Neither Party may assign or delegate its rights or duties hereunder without the prior written consent of the other Party; provided, however, that Purchaser may, without the prior written consent of Seller, assign its rights and obligations with respect to the purchase of one or more Loan Interests or Lease Interests to an Affiliate of Purchaser as long as no such assignment shall (a) relieve Purchaser of the obligation to pay the Individual Purchase Price for any such Loan Interests or Lease Interests that are so assigned, or (b) create a need for, or materially increase the difficulty of obtaining a Required Consent to transfer such Loan Interest or Lease Interest.

Relationship of Parties. The relationship between the Parties is an arm's length relationship, and Seller is not, and shall not represent to third parties that it is, acting as, an agent for or on behalf of Purchaser.

Environmental Indemnity. Nothing in this Agreement or any documents delivered pursuant to this Agreement will prejudice Seller from seeking the benefit of any environmental indemnity delivered by any indemnitor in connection with any Transferred Interest to the extent permitted by applicable law and provided that the rights of the then holder of such Transferred Interest is not reduced in any material respect, and provided further that any such rights shall be subject and subordinate to the rights of the holder of such Transferred Interest.

No Joint Venture or Third Party Beneficiaries.

Purchaser acknowledges and agrees that no Seller Party is a venturer, co-venturer, insurer, guarantor or partner of any Purchaser Party in Purchaser's purchase of any Transferred Interest, and that no Seller Party shall bear any liability whatsoever resulting from or arising out of Purchaser's ownership and/or resale of any Purchased Interest.

This Agreement and the other Sale Documents are not intended to confer upon any Person other than Purchaser and Seller and, to the extent expressly contemplated hereby or thereby, as applicable, the Seller Indemnitees and Purchaser Indemnitees, any rights or remedies hereunder, and accordingly, no such other Person shall be entitled to enforce any provision of this Agreement or any other Sale Document.

Servicing of the Transactions.

Between the Effective Date and the Applicable Closing Date relating to any Loan Interest or Lease Interest, Seller shall cause any Loan Interest or Lease Interests that constitutes Seller-Agented Transactions to be serviced and administered in conformity with customary industry servicing standards consistent with past practice; provided, however, that Seller will not, without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed): (A) amend or modify any term of any Seller-Agented Transaction; (B) release any Collateral for any Seller-Agented Transaction or release any Transaction Party from liability in connection with any Seller-Agented Transaction unless such Seller-Agented Transaction is paid in full; (C) compromise or settle any Claims with respect to any Seller-Agented Transaction; or (D) initiate or otherwise take any action with respect to a foreclosure against any Collateral for any Seller-Agented Transaction except to the extent that such actions are necessary or appropriate in Seller's reasonable judgment as a continuation of actions taken prior to the Effective Date to protect or preserve the Collateral for such Seller-Agented Transaction.

If Seller complies with the provisions of Section 27(a)(i), then (A) Seller shall have no liability hereunder with respect to such services; and (B) Purchaser shall be bound by Seller's actions during the interim servicing period which comply with the provisions of Section 27(a)(i).

The Seller-Agented Transactions will be sold, transferred, conveyed and assigned to Purchaser on a Servicing-Released Basis. As of the end of the Business Day on the Applicable Closing Date with respect to any Seller-Agented Transaction, except as expressly provided herein, all rights, obligations, liabilities and responsibilities with respect to the servicing and administration of such Seller-Agented Transactions for the period from and after the Applicable Closing Date will pass to Purchaser, and Seller will be discharged and released from all obligations, liability or responsibility with respect to such servicing from and after such Applicable Closing Date. Purchaser hereby acknowledges that, because the Seller-Agented Transactions may include provisions for Impositions, negative amortization and/or balloon payments of principal, the servicing of the Seller-Agented Transactions might be affected accordingly.

As of the end of the Business Day on the Applicable Closing Date relating to any Seller-Agented Transaction, except as provided herein, Purchaser will be solely responsible and liable for compliance with all applicable laws, rules and regulations governing the ownership, servicing or administration of such Seller-Agented Transactions for the period from and after the Applicable Closing Date, including, without limitation, the obligation (if any) to notify any Transaction Party of the transfer of the servicing rights from Seller to Purchaser. If requested by Purchaser, Seller will participate in a notice of transfer of service that is drafted by Purchaser and directed to the Transaction Parties and that is in form and substance reasonably satisfactory to Seller.

Limitations. Under no circumstances will Seller be a fiduciary of Purchaser with respect to the Seller-Agented Transactions. Except for as provided in Section 27(a) above and except for conduct constituting willful misconduct or fraud, or for breaches of the terms of this Agreement (subject to the terms and conditions hereof), Seller has no liability to Purchaser for deficiencies with regard to servicing the Seller-Agented Transactions. Without limiting the foregoing, Seller shall have no liability for actions taken at the request of, or with the consent of, Purchaser, and no such action will limit in any way Purchaser's obligation to purchase the related Seller-Agented Transactions.

Termination and Remedies.

Methods of Termination. This obligations of Purchaser to purchase and of Seller to sell the Loan Interests and Lease Interests under this Agreement may be terminated prior to the Final Closing Date as follows:

at any time by mutual written agreement of Seller and Purchaser, each acting in its sole discretion;

by either Seller or Purchaser upon the material breach of this Agreement by the other Party, which termination shall be effective on the earlier of, if such breach is curable, upon the breaching Party's failure to cure within five (5) Business Days after notice of such breach has been given, and if such breach is incurable, upon the giving of such notice; provided, that neither Party shall be entitled to terminate pursuant to this Section 28(a)(ii) unless (A) such Party has complied with and fulfilled its obligations and undertakings under this Agreement in all material respects and (B) such Party has not taken any action or omitted to take any action that contributed to the breaching Party's breach; or

by Seller if the Purchaser fails to deposit the Initial Purchase Price into the Escrow Account by the Funding Date pursuant to Section 2(c).

Effect of Termination; Remedies; Return of Escrow Funds and Final True-Up Date.

In the event of the termination pursuant to the provisions of Section 28(a)(ii) or 28(a)(iii), this Agreement shall remain in full force and effect with respect to all Transferred Interests actually transferred to Purchaser prior to such termination and otherwise shall become void and have no effect, without any liability to any Person in respect hereof or of the transactions contemplated to take place following the date of such termination hereby on the part of any Party hereto, or any of its Affiliates, except for any liability resulting from such Party's breach of this Agreement prior to the date of termination and except for the provisions set forth in Sections 13, 14, 15, 19, 28(b), 28, 29, 30 and 31, which shall survive such termination.

If this Agreement is terminated as provided herein (a) except to the extent related to Transferred Interests actually transferred to Purchaser prior to such termination, the Purchaser shall return to the Seller all documents and other materials received from the Seller and its Affiliates relating to the transactions contemplated hereby, whether obtained before or after the execution hereof, and shall destroy all copies of or materials developed from any such documents or other materials and confirm such destruction in writing to Seller; and (b) all confidential information received by Purchaser and its Affiliates with respect to Seller, its Affiliates and the Purchased Interests shall otherwise be treated in accordance with the Confidentiality Agreement, which shall remain in full force and effect notwithstanding the termination of this Agreement.

Notwithstanding anything to the contrary provided herein, no termination of this Agreement shall have any effect on any Transferred Interest that has been actually transferred to Purchaser prior to the time of such termination or any representations, warranties, covenants or indemnification relating thereto, and, following the Applicable Closing Date with respect to such Transferred Interest, all such sales shall be final and any amount of the Purchase Price funded to Seller from the Escrow Account on account thereof shall be fully earned by Seller subject to the indemnification and purchase price adjustment provisions set forth herein.

Notwithstanding anything to the contrary provided herein, if this Agreement is terminated pursuant to Section 28(a)(i) or 28(a)(ii), a final True-Up shall occur in accordance with the procedures set forth in Section 2(f) on the Wednesday immediately succeeding the date of termination, such True-Up shall be

Notwithstanding anything to the contrary provided herein, if this Agreement is terminated pursuant to Section 28(a)(iii), the Parties shall, as soon as is commercially practicable following such termination, issue joint written instructions to the Escrow Agent instructing the escrow agent to release the Initial Deposit Amount, less any fees payable to the Escrow Agent in accordance with the Escrow Agreement, to Seller, such amount constituting liquidated damages, and shall constitute Seller's sole and exclusive remedy for Purchaser's breach of its obligations under this Agreement.

Confidentiality; Publicity. Purchaser agrees to maintain in confidence all information made available to it under or in connection with this Agreement and/or the Transferred Interests and to cause each other Purchaser Party to maintain in confidence all information made available to them under or in connection with this Agreement and/or the Transferred Interests, in each case, to the extent provided in that certain Confidentiality Agreement dated as of December 10, 2012, between Flagstar Bancorp Inc. and CIT Group Inc. (the “Confidentiality Agreement”); provided, however, that Seller agrees that all Information (as defined therein) may be shared with Purchaser's directors, officers, members, investors, managers, partners, consultants, employees, agents, financial advisors, accountants and attorneys provided, that such parties agree to maintain such Information in accordance with the terms of the Confidentiality Agreement. Neither Party shall file, issue or make any press release or other public disclosure or announcement relating to this Agreement or the transactions contemplated hereby without the prior written consent of the other Party, which such consent shall not be unreasonably withheld, delayed or conditioned, unless, in the reasonable judgment of the Party seeking to disclose, disclosure is otherwise required at such time by applicable law or the rules of any stock exchange on which such Party's securities are listed or traded; provided, that such disclosing Party shall use its reasonable efforts consistent with such applicable law to consult with the other Party with respect to the timing and content thereof.

Expenses. Except as otherwise provided in this Agreement, whether or not the transactions contemplated by this Agreement are consummated, each Party will pay its own costs and expenses incurred in connection with the negotiation, execution and each Applicable Closing under this Agreement and the sale of Transferred Interests (including all fees and expenses of counsel, financial advisors and accountants).

Definitions. As used in this Agreement, the following terms shall have the meanings specified below. The terms defined herein include the plural as well as the singular and the singular as well as the plural.

Seller has received all Required Consents with respect to the Loan Interest(s) and/or Lease Interest(s) subject to the Applicable Closing.

The representations and warranties of Seller set forth in Section 3(a) of the Agreement are true and correct in all material respects; provided, that those representations and warranties set forth in Section 3(a) of the Agreement that are made with respect to the Lease Interests and/or the Loan Interests, the Other Property, the Sale Documents (other than the Agreement), Outstanding Principal Amounts, Unfunded Commitments or the Transaction Documents are true and correct in all material respects solely with respect to such Loan Interest(s) and/or Lease Interest(s) that are set forth on Schedule A hereto and which are being transferred to Purchaser on the date hereof.

Seller has complied in all material respects with all covenants required by the Agreement to be complied with by it on or before the Applicable Closing Date.

The representations and warranties of Purchaser set forth in Section 4 of the Agreement are true and correct in all material respects; provided, that those representations and warranties set forth in Section 4 of the Agreement that are made with respect to the Loan Interests and/or the Lease Interests, the Sale Documents (other than the Agreement) or the Transaction Parties are true and correct in all material respects solely with respect to such Loan Interest(s) and/or Lease Interest(s) that are set forth on Schedule A hereto and which are being transferred to Purchaser on the date hereof.

Purchaser has complied in all material respects with all covenants required by the Agreement to be complied with by it on or before the Applicable Closing Date.

Assignor and Assignee are parties to that certain Transaction Purchase and Sale Agreement, dated as of December 31, 2012 (the “Agreement”), pursuant to which, on the terms and subject to the conditions thereof, Assignor has agreed to sell to Assignee, and Assignee has agreed to purchase from Assignor, those certain Loan Interest(s) and/or Lease Interest(s) set forth on Schedule A attached hereto.

Pursuant to that Agreement, Assignor and Assignee have agreed to execute and deliver this Assignment.

Recitals. The recitals set forth above are true and correct and are incorporated herein by this reference.

Defined Terms. All capitalized terms not defined herein shall have the meanings ascribed to them in the Agreement.

Assignment and Assumption. Subject to the terms of the Agreement, Assignor hereby assigns, transfers, conveys and sets over to the Assignee, and the Assignee hereby purchases, accepts and assumes from Assignor all of the Assignor's right, title and interest in, to and under those certain Loan Interest(s) and/or Lease Interest(s) set forth on Schedule A, expressly excluding the Retained Rights and the Retained Obligations relating thereto. [Concurrently herewith, Assignor has endorsed each of the Notes delivered in connection with any such Loan Interest, as applicable, to the order of Assignee, without recourse, representation or warranty except as provided in the Agreement.] Upon the terms and subject to the conditions contained in the Agreement, Assignee hereby accepts the foregoing assignment, transfer and conveyance, and agrees to assume, undertake, and to be bound by and to perform all of the obligations and discharge the liabilities of Assignor under the Transaction Documents arising or relating to the period from and after the Applicable Closing Date applicable to those certain Loan Interest(s) and/or Lease Interest(s) set forth on set forth on Schedule A, in each case, to the same extent as if Assignee were a party to the Transaction Documents relating thereto, such that all references to “Lessor,” “Lender” or “Secured Party” (or other similar references to Assignor) therein shall be deemed to refer to Assignee.

Disclaimer. Other than the representations and warranties of Assignor specifically set forth in the Agreement, those certain Loan Interest(s) and/or Lease Interest(s) set forth on Schedule A are being assigned, sold and conveyed hereunder “AS IS, WHERE IS” and without representation or warranty of any kind, and the assignment hereunder shall be without recourse to Assignor or any of its assets of any kind, except as expressly provided in the Agreement.

Incorporation By Reference. All of the terms and provisions of the Agreement are incorporated into this Assignment by reference as if set forth in their entirety herein; provided, however, that in the event that any provision of this Assignment is construed to conflict with a provision in the Agreement, the provision in the Agreement shall be deemed to be controlling.

Counterparts. This Assignment may be signed in one or more counterparts (and by different parties on separate counterparts), each of which shall be an original and all of which shall be taken together as one and the same agreement.

Effective Date. This Assignment shall be effective as of the Applicable Closing Date.