Common use of Additional Covenants of the Company Clause in Contracts

Additional Covenants of the Company. The Company covenants with the respective Underwriters that: (a) During such period following the date of this Agreement in which any Prospectus is required to be delivered under the 1933 Act (the "Prospectus Delivery Period"), the Company will deliver to each Underwriter such number of copies of each Prospectus as such Underwriter may reasonably request. (b) During the Prospectus Delivery Period, the Company will file promptly with the Commission any amendment or supplement to the Registration Statement or any Prospectus relating to or covering the Certificates that may, in the judgment of the Company or the Underwriters, be required by the 1933 Act and the rules and regulations of the Commission thereunder or requested by the Commission and approved by the Underwriters. (c) Prior to filing with the Commission during the Prospectus Delivery Period any amendment or supplement to the Registration Statement relating to or covering the Certificates (other than an amendment by reason of Rule 429 under the 1933 Act) or any amendment or supplement to the Prospectus, the Company will furnish a copy thereof to the Underwriters, and the Company will not file any such amendment or supplement to which the Underwriters shall reasonably object. (d) The Company will advise the Underwriters promptly (i) when, during the Prospectus Delivery Period, any post-effective amendment to the Registration Statement relating to or covering the Certificates (other than any amendment by reason of Rule 429 under the 1933 Act) becomes effective, (ii) of any request or proposed request by the Commission for any amendment or supplement to the Registration Statement (insofar as the amendment or supplement relates to or covers the Certificates), for any amendment or supplement to the Prospectus or for any additional information with respect to the Certificates, (iii) of the issuance by the Commission, during the Prospectus Delivery Period, of any stop order suspending the effectiveness of the Registration Statement or the initiation or threat of any such stop order proceeding, (iv) of receipt by the Company of any notification with respect to the suspension of the qualification of the Certificates for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose and (v) of the occurrence, during the Prospectus Delivery Period, of any event that makes untrue any statement of a material fact made in the Registration Statement or any Prospectus or that requires the making of a change in or addition to the Registration Statement or any Prospectus in order to make any material statement therein not misleading. (e) If, during the Prospectus Delivery Period, the Commission issues an order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the lifting of that order at the earliest possible time. (f) The Company will endeavor to qualify the Certificates for offer and sale under the securities laws of such jurisdictions as the Underwriters may reasonably request; provided, however, that this Section 5(f) shall not obligate the Company to file any general consent to service of process or to qualify to do business in any jurisdiction or as a dealer in securities in any jurisdiction in which it is not so qualified. (g) The costs and expenses associated with the transactions contemplated by this Agreement shall be payable by UBSREI and LBHI, as and to the extent provided in the respective Mortgage Loan Purchase Agreements. (h) The Company will file any documents and any amendments thereof as may be required to be filed by it pursuant to the 1933 Act and the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the rules and regulations of the Commission under the 1933 Act and the 1934 Act, including, but not limited to, the filing with the Commission pursuant to a Current Report on Form 8-K, subject to Section 4 hereof, of all Computational Materials and ABS Term Sheets in respect of the Certificates furnished by either Underwriter and identified by it as such. Subject to compliance by each Underwriter with Section 4(b)(iv) and (vi) hereof, the Company will file all such Computational Materials and ABS Term Sheets within the time period allotted for such filing pursuant to the No-Action Letters. Subject to compliance by each Underwriter with Section 4(b)(iv) and (vi) hereof, the Company represents and warrants that, to the extent required by the No-Action Letters, the Company has timely filed with the Commission any Collateral Term Sheets previously delivered to it as contemplated by Section 4(b)(iv) hereof.

Additional Covenants of the Company. The Company hereby agrees and covenants with the respective Underwriters thatas follows: (a) During such period following the date of this Agreement in which any Prospectus is required to be delivered under the 1933 Act (the "Prospectus Delivery Period"), the Company will deliver to each Underwriter such number of copies of each Prospectus as such Underwriter may reasonably request. (b) During the Prospectus Delivery Period, the Company will file promptly with the Commission any amendment or supplement to the Registration Statement or any Prospectus relating to or covering the Certificates that may, in the judgment of the Company or the Underwriters, be required by the 1933 Act and the rules and regulations of the Commission thereunder or requested by the Commission and approved by the Underwriters. (c) Prior to filing with the Commission during the Prospectus Delivery Period any amendment or supplement to the Registration Statement relating to or covering the Certificates (other than an amendment by reason of Rule 429 under the 1933 Act) or any amendment or supplement to the Prospectus, the Company will furnish a copy thereof to the Underwriters, and the Company will not file any such amendment or supplement to which the Underwriters shall reasonably object. (d) The Company will advise the Underwriters promptly (i) when, during the Prospectus Delivery Period, any post-effective amendment to the Registration Statement relating to or covering the Certificates (other than any amendment by reason of Rule 429 under the 1933 Act) becomes effective, (ii) of any request or proposed request by the Commission for any amendment or supplement to the Registration Statement (insofar as the amendment or supplement relates to or covers the Certificates), for any amendment or supplement to the Prospectus or for any additional information with respect to the Certificates, (iii) of the issuance by the Commission, during the Prospectus Delivery Period, of any stop order suspending the effectiveness of the Registration Statement or the initiation or threat of any such stop order proceeding, (iv) of receipt by the Company of any notification with respect to the suspension of the qualification of the Certificates for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose and (v) of the occurrence, during the Prospectus Delivery Period, of any event that makes untrue any statement of a material fact made in the Registration Statement or any Prospectus or that requires the making of a change in or addition to the Registration Statement or any Prospectus in order to make any material statement therein not misleading. (e) If, during the Prospectus Delivery Period, the Commission issues an order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the lifting of that order at the earliest possible time. (f) The Company will endeavor to qualify the Certificates for offer and sale under the securities laws of such jurisdictions as the Underwriters may reasonably request; provided, however, that this Section 5(f) shall not obligate the Company to file any general consent to service of process or to qualify to do business in any jurisdiction or as a dealer in securities in any jurisdiction in which it is not so qualified. (g) The costs and expenses associated with the transactions contemplated by this Agreement shall be payable by UBSREI and LBHI, as and to the extent provided in the respective Mortgage Loan Purchase Agreements. (h) The Company will file any documents and any amendments thereof as may be when applicable, on a timely basis, all reports required to be filed by it under the Exchange Act. If the Company is not required to file reports pursuant to the 1933 Act and Exchange Act, upon the request of any WS H▇▇▇▇▇, ▇▇e Company shall make publicly available the information specified in subparagraph (c)(2) of Rule 144 of the Securities Exchange Act, and take such further action as may be reasonably required from time to time and as may be within the reasonable control of the Company, to enable the WS Holders to Transfer Warrants or Registrable Securities without registration under the Securities Act within the limitation of 1934the exemptions provided by Rule 144 under the Securities Act or any similar rule or regulation hereafter adopted by the Commission. In addition, promptly upon the request of any WS H▇▇▇▇▇, ▇▇e Company shall provide such WS H▇▇▇▇▇ ▇▇▇h such publicly available financial statements, reports and other information as amended may be required to permit such WS H▇▇▇▇▇ ▇▇ Transfer shares of Registrable Securities to Qualified Institutional Investors pursuant to Rule 144A of the Securities Act. (b) The Company shall not, and shall not permit its majority owned subsidiaries to, effect any public sale or distribution of any shares of Common Stock, Convertible Securities or Stock Purchase Rights during the "1934 5 Business Days prior to, and during the 90-day period beginning on, the commencement of a public distribution of Registrable Securities pursuant to any registration statement prepared pursuant to this Section 9 (other than by the Company pursuant to such registration if the registration is pursuant to Section 9.3 or by the Company pursuant to any dividend reinvestment plan offered by it to its stockholders). The Company shall not effect any registration of its securities (other than on Form S-4, ▇▇▇▇ ▇-▇, ▇▇ any successor forms to such forms or pursuant to such other registration rights agreements as may be approved in writing by the Majority Selling Holders) or effect any public or private sale or distribution of any of its securities, including a sale pursuant to Regulation D under the Securities Act"), whether on its own behalf or at the request of any holder or holders of such securities from the date of a request for a Demand Registration pursuant to Section 9.2 until 90 days following the effective date of such Demand Registration statement, unless the Company shall have previously notified in writing all Selling Holders of the Company's desire to do so, and the rules and regulations Majority Selling Holders or the managing underwriter, if any, shall have consented thereto in writing. (c) Any agreement entered into on or after August 31, 1997 pursuant to which the Company or any of its majority owned subsidiaries issues or agrees to issue any Common Stock (including, without limitation, any employee stock option, stock purchase agreement, merger agreement or other agreement) shall contain a provision whereby any holder receiving such Common Stock who will hold more than one percent (1%) of the Commission amount of such Common Stock then outstanding shall agree not to effect any public sale or distribution of any such Common Stock during the periods described in the second sentence of Section 9.9(b), in each case including a sale pursuant to Rule 144 under the 1933 Securities Act and the 1934 Act, including, but not limited to, the filing with the Commission pursuant to a Current Report on Form 8-K, subject (unless such Person is prevented by applicable statute or regulation from entering into such an agreement). (d) Subject to Section 4 hereof, of all Computational Materials and ABS Term Sheets in respect of the Certificates furnished by either Underwriter and identified by it as such. Subject to compliance by each Underwriter with Section 4(b)(iv) and (vi) hereof13, the Company will file shall not, directly or indirectly, (x) enter into any merger, consolidation or reorganization in which the Company shall not be the surviving corporation or (y) Transfer or agree to Transfer all or substantially all the Company's assets, unless prior to such Computational Materials merger, consolidation, reorganization or asset Transfer, the surviving corporation or the Transferee, respectively, shall have agreed in writing to assume the obligations of the Company under this Agreement, and ABS Term Sheets within for that purpose references hereunder to "Registrable Securities" shall be deemed to include the time period allotted securities which the WS Holders would be entitled to receive in exchange for such filing Registrable Securities pursuant to the No-Action Letters. Subject to compliance by each Underwriter with Section 4(b)(iv) and (vi) hereofany such merger, the Company represents and warrants that, to the extent required by the No-Action Letters, the Company has timely filed with the Commission any Collateral Term Sheets previously delivered to it as contemplated by Section 4(b)(iv) hereofconsolidation or reorganization.

Additional Covenants of the Company. The Company covenants with the respective Underwriters that: (a) During such period following the date of this Agreement in which any Prospectus is required to be delivered under the 1933 Act (the "Prospectus Delivery Period"), the Company will deliver to each Underwriter such number of copies of each Prospectus as such Underwriter may reasonably request. (b) During the Prospectus Delivery Period, the Company will file promptly with the Commission any amendment or supplement to the Registration Statement or any Prospectus relating to or covering the Certificates that may, in the judgment of the Company or the Underwriters, be required by the 1933 Act and the rules and regulations of the Commission thereunder or requested by the Commission and approved by the Underwriters. (c) Prior to filing with the Commission during the Prospectus Delivery Period any amendment or supplement to the Registration Statement relating to or covering the Certificates (other than an amendment by reason of Rule 429 under the 1933 Act▇▇▇▇ ▇▇▇) or any amendment or supplement to the Prospectus, the Company will furnish a copy thereof to the Underwriters, and the Company will not file any such amendment or supplement to which the Underwriters shall reasonably object. (d) The Company will advise the Underwriters promptly (i) when, during the Prospectus Delivery Period, any post-effective amendment to the Registration Statement relating to or covering the Certificates (other than any amendment by reason of Rule 429 under the 1933 Act▇▇▇▇ ▇▇▇) becomes effective, (ii) of any request or proposed request by the Commission for any amendment or supplement to the Registration Statement (insofar as the amendment or supplement relates to or covers the Certificates), for any amendment or supplement to the Prospectus or for any additional information with respect to the Certificates, (iii) of the issuance by the Commission, during the Prospectus Delivery Period, of any stop order suspending the effectiveness of the Registration Statement or the initiation or threat of any such stop order proceeding, (iv) of receipt by the Company of any notification with respect to the suspension of the qualification of the Certificates for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose and (v) of the occurrencehappening, during the Prospectus Delivery Period, of any event that makes untrue any statement of a material fact made in the Registration Statement or any Prospectus or that requires the making of a change in or addition to the Registration Statement or any Prospectus in order to make any material statement therein not misleading. (e) If, during the Prospectus Delivery Period, the Commission issues an order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the lifting of that order at the earliest possible time. (f) The Company will endeavor to qualify the Certificates for offer and sale under the securities laws of such jurisdictions as the Underwriters may reasonably request; provided, however, that this Section 5(f) shall not obligate the Company to file any general consent to service of process or to qualify to do business in any jurisdiction or as a dealer in securities in any jurisdiction in which it is not so qualified. (g) The costs and expenses associated with the transactions contemplated by this Agreement shall be payable by UBSREI and LBHI, as and to the extent provided in the respective Mortgage Loan Purchase Agreements. (h) The Company will file any documents and any amendments thereof as may be required to be filed by it pursuant to the 1933 Act and the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the rules and regulations of the Commission under the 1933 Act and the 1934 Act, including, but not limited to, the filing with the Commission pursuant to a Current Report on Form 8-K, subject to Section 4 hereof, of all Computational Materials and ABS Term Sheets in respect of the Certificates furnished by either Underwriter and identified by it as such. Subject to compliance by each Underwriter with Section 4(b)(iv) and (vi) hereof, the Company will file all such Computational Materials and ABS Term Sheets within the time period allotted for such filing pursuant to the No-Action Letters. Subject to compliance by each Underwriter with Section 4(b)(iv) and (vi) hereof, the Company represents and warrants that, to the extent required by the No-Action Letters, the Company has timely filed with the Commission any Collateral Term Sheets previously delivered to it as contemplated by Section 4(b)(iv) hereof.

Additional Covenants of the Company. The Company covenants with the respective Underwriters and agrees that: (a) During Each acceptance by the Company of an offer for the purchase of Securities through an Agent, and each delivery of Securities to an Agent pursuant to a Terms Agreement, shall be deemed to be an affirmation to such period following Agent that the date representations and warranties of the Company contained in this Agreement and in which any certificate theretofore delivered to such Agent pursuant hereto are true and correct at the time of such acceptance, and an undertaking that such representations and warranties will be true and correct at the time of delivery to the purchaser or his agent of the Securities relating to such acceptance, as though made at and as of each such time (it being understood that such representations and warranties shall relate to the Registration Statement and the Prospectus is required to be delivered under the 1933 Act (the "Prospectus Delivery Period"), the Company will deliver as amended or supplemented to each Underwriter such number of copies of each Prospectus as such Underwriter may reasonably requesttime). (b) During Each time that the Registration Statement or the Prospectus Delivery Periodshall be amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates, manner of determining interest rates, interest payment dates or maturities of the Securities or a change in the principal amount of Securities remaining to be sold or similar changes or a supplement to the Prospectus in the form previously furnished to the Agents relating to a sale of securities otherwise than through an Agent) or the Company will file promptly files with the Commission any document incorporated by reference into the Prospectus or (if required pursuant to the terms of a Terms Agreement) the Company sells Securities to an Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished to each Agent promptly a certificate of the President, a Vice President, the General Manager, the Treasurer or the Controller of the Company to the effect that the statements contained in the certificate referred to in Section 5(e) hereof which was last furnished to such Agent are true and correct at the time of such amendment or supplement or filing, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement or any and the Prospectus relating as amended and supplemented to or covering the Certificates that maysuch time) or, in the judgment lieu of such certificate, a certificate of the Company or same tenor as the Underwriterscertificate referred to in said Section 5(e), be required by modified as necessary to relate to the 1933 Act Registration Statement and the rules Prospectus as amended and regulations supplemented to the time of the Commission thereunder or requested by the Commission and approved by the Underwritersdelivery of such certificate. (c) Prior to filing with the Commission during the Prospectus Delivery Period any amendment or supplement to the Registration Statement relating to or covering the Certificates (other than an amendment by reason of Rule 429 under the 1933 Act) or any amendment or supplement to the Prospectus, the Company will furnish a copy thereof to the Underwriters, and the Company will not file any such amendment or supplement to which the Underwriters shall reasonably object. (d) The Company will advise the Underwriters promptly (i) when, during the Prospectus Delivery Period, any post-effective amendment to the Registration Statement relating to or covering the Certificates (other than any amendment by reason of Rule 429 under the 1933 Act) becomes effective, (ii) of any request or proposed request by the Commission for any amendment or supplement to the Registration Statement (insofar as the amendment or supplement relates to or covers the Certificates), for any amendment or supplement to the Prospectus or for any additional information with respect to the Certificates, (iii) of the issuance by the Commission, during the Prospectus Delivery Period, of any stop order suspending the effectiveness of Each time that the Registration Statement or the initiation Prospectus shall be amended or threat of any such stop order proceeding, (iv) of receipt by supplemented or the Company of files with the Commission any notification with respect to the suspension of the qualification of the Certificates for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose and (v) of the occurrence, during document incorporated by reference into the Prospectus Delivery Period, of any event that makes untrue any statement of a material fact made in the Registration Statement (other than by an amendment or any Prospectus or that requires the making of supplement providing solely for a change in the interest rates, manner of determining interest rates, interest payment dates or addition maturities of the Securities remaining to be sold or similar changes or a supplement to the Prospectus in the form previously furnished to the Agents relating to the sale of securities otherwise than through an Agent) or (if required pursuant to the terms of a Terms Agreement) the Company sells Securities to an Agent pursuant to a Terms Agreement, the Company shall cause to be furnished promptly to each Agent and its counsel the written opinion or opinions of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, and/or, at the option of the Company, of ▇▇▇▇▇▇▇ Coie LLP, dated the date of delivery of such opinion or opinions, of the same tenor as the opinions referred to in Sections 5(b) and 5(c) hereof, but modified as necessary, to relate to the Registration Statement or any Prospectus in order to make any material statement therein not misleading. (e) If, during and the Prospectus Delivery Period, as amended or supplemented to the Commission issues an order suspending the effectiveness time of the Registration Statement, the Company will make every reasonable effort to obtain the lifting of that order at the earliest possible time. (f) The Company will endeavor to qualify the Certificates for offer and sale under the securities laws delivery of such jurisdictions as the Underwriters may reasonably requestopinion or opinions; provided, however, that this Section 5(f) in lieu of such opinion or opinions, counsel may furnish a letter to the effect that the Agents may rely on a prior opinion of such counsel which was to the same effect as the opinion in lieu of which such letter is given to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such prior opinion shall not obligate be deemed to relate to the Company Registration Statement and the Prospectus as amended or supplemented to file any general consent to service the time of process or to qualify to do business in any jurisdiction or as a dealer in securities in any jurisdiction in which it is not so qualifieddelivery of such letter authorizing reliance). (gd) The costs and expenses associated with Each time that the transactions contemplated by this Agreement Registration Statement or the Prospectus shall be payable by UBSREI and LBHI, as and amended or supplemented to the extent provided in the respective Mortgage Loan Purchase Agreements. (h) The Company will file any documents and any amendments thereof as may be required to be filed by it pursuant to the 1933 Act and the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the rules and regulations of the Commission under the 1933 Act and the 1934 Act, including, but not limited to, the filing with the Commission pursuant to a Current Report on Form 8-K, subject to Section 4 hereof, of all Computational Materials and ABS Term Sheets in respect of the Certificates furnished by either Underwriter and identified by it as such. Subject to compliance by each Underwriter with Section 4(b)(iv) and (vi) hereof, include additional financial information or the Company will file all such Computational Materials and ABS Term Sheets within the time period allotted for such filing pursuant to the No-Action Letters. Subject to compliance by each Underwriter with Section 4(b)(iv) and (vi) hereof, the Company represents and warrants that, to the extent required by the No-Action Letters, the Company has timely filed files with the Commission any Collateral Term Sheets previously delivered document incorporated by reference into the Prospectus which contains additional financial information or (if required pursuant to it the terms of a Terms Agreement) the Company sells Securities to an Agent pursuant to a Terms Agreement, the Company shall cause Ernst & Young LLP promptly to furnish each Agent a letter, dated the date of filing of such amendment, supplement or document with the Commission or the Closing Date, as contemplated the case may be, in form satisfactory to each Agent, of the same tenor as the letter referred to in Section 5(f) hereof but modified to relate to the Registration Statement and Prospectus, as amended and supplemented to the date of such letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company; provided, however, that if the Registration Statement or the Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, Ernst & Young LLP may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement unless there is contained therein any other accounting, financial or statistical information that, in the reasonable judgment of an Agent, should be covered by Section 4(b)(iv) hereofsuch letter.

Additional Covenants of the Company. The Company further covenants and agrees with the respective Underwriters thatAgent as follows: (a) During Each Transaction Proposal made by the Company that is accepted by the Agent by means of a Transaction Acceptance and each execution and delivery by the Company of a Terms Agreement shall be deemed to be (i) an affirmation that the representations, warranties and agreements of the Company herein contained and contained in any certificate delivered to the Agent pursuant hereto are true and correct at such period following Time of Acceptance or the date of this Agreement in which such Terms Agreement, as the case may be, and (ii) an undertaking that such representations, warranties and agreements will be true and correct on any Prospectus is required to be delivered under the 1933 Act (the "Prospectus Delivery Period")applicable Time of Sale and Settlement Date, the Company will deliver to each Underwriter such number of copies as though made at and as of each such time (it being understood that such representations, warranties and agreements shall relate to the Registration Statement or the Prospectus as amended and supplemented to the time of such Underwriter Transaction Acceptance or Terms Agreement, as the case may reasonably requestbe). (b) During Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (including, except as noted in the proviso at the end of this Section 6(b), by the filing of any Incorporated Document), (ii) there is a Principal Settlement Date pursuant to a Terms Agreement, or (iii) the Agent shall reasonably request (each date referred to clauses (i), (ii) and (iii) above, a “Bring-Down Delivery PeriodDate”), the Company shall, unless the Agent agrees otherwise, furnish or cause to be furnished to the Agent certificates, dated as of such Bring-Down Delivery Date and delivered within three Exchange Business Days after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, delivered on such Principal Settlement Date, of the same tenor as the certificates referred to in Sections 5(a)(i) and 5(a)(iv) hereof, modified as necessary to relate to the Registration Statement or the Prospectus as amended and supplemented to the time of delivery of such certificates and, in the case of the Chief Financial Officer’s certificate, covering such other financial, numerical and statistical data that is not covered by the accountants’ “comfort” letter dated as of such Bring-Down Delivery Date as the Agent may reasonably request, or, in lieu of such certificates, certificates to the effect that the statements contained in the certificates referred to in Sections 5(a)(i) and, unless the Agent shall have requested that the Chief Financial Officers’ certificate cover different or additional data as aforesaid, 5(a)(iv) hereof furnished to Agent are true and correct as of such Bring-Down Delivery Date as though made at and as of such date (except that such statements shall be deemed to relate to the Registration Statement or the Prospectus as amended and supplemented to the time of delivery of such certificate); provided, however, that the filing of a Current Report on Form 8-K will file promptly with not constitute a Bring-Down Delivery Date under clause (i) above unless either (A) the Agent has reasonably requested that such date be deemed to be a Bring-Down Delivery Date based upon the event or events reported in such Current Report on Form 8-K, whether the information contained therein is considered “furnished” or “filed” under the Exchange Act or (B) such Current Report on Form 8-K contains capsule financial information, historical or pro forma financial statements, supporting schedules or other financial data, including any Current Report on Form 8-K or part thereof under Item 2.02 of Regulation S-K of the Commission that is considered “filed” under the Exchange Act but excluding any Current Report on Form 8-K or part thereof under Item 7.01 or Item 2.02 of Regulation S-K of the Commission that is considered “furnished” under the Exchange Act; and provided, further, that an amendment or supplement to the Registration Statement or any the Prospectus relating to or covering the Certificates that may, in offering of other securities pursuant to the judgment of the Company or the Underwriters, be required by the 1933 Act and the rules and regulations of the Commission thereunder or requested by the Commission and approved by the UnderwritersRegistration Statement will not constitute a Bring-Down Delivery Date. (c) Prior Each Bring-Down Delivery Date, the Company shall, unless the Agent agrees otherwise, cause to filing with be furnished to Agent (A) the Commission during written opinion and, if not included in such opinion, negative assurance letter of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Professional Corporation, counsel to the Prospectus Company, and the written opinion and a negative assurance letter of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Agent, each dated as of the applicable Bring-Down Delivery Period any amendment Date and delivered within one Exchange Business Day after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, dated and delivered on such Principal Settlement Date, of the same tenor as the opinions and letters referred to in Section 5(a)(ii) or supplement Section 5(b) hereof, as applicable, but modified as necessary to relate to the Registration Statement relating or the Prospectus as amended and supplemented to or covering the Certificates (other than an amendment by reason time of Rule 429 under delivery of such opinions and letters, or, in lieu of such opinions and letters, each such counsel shall furnish the 1933 ActAgent with a letter substantially to the effect that the Agent may rely on the opinion and letter of such counsel referred to in Section 5(a)(ii) or any amendment or supplement Section 5(b), as applicable, furnished to the ProspectusAgent, the Company will furnish a copy thereof to the Underwriters, same extent as though they were dated the date of such letter authorizing reliance (except that statements in such last opinion and letter of such counsel shall be deemed to relate to the Company will not file any Registration Statement or the Prospectus as amended and supplemented to the time of delivery of such amendment or supplement to which the Underwriters shall reasonably objectletters authorizing reliance). (d) The Each Bring-Down Delivery Date, the Company will advise shall, unless the Underwriters promptly (iAgent agrees otherwise, cause ▇▇▇▇▇ & Young LLP to furnish to the Agent a “comfort” letter, dated as of the applicable Bring-Down Delivery Date and delivered within one Exchange Business Day after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, delivered on such Principal Settlement Date, of the same tenor as the letter referred to in Section 5(a)(iii) whenhereof, during the Prospectus Delivery Period, any post-effective amendment but modified to relate to the Registration Statement relating or the Prospectus as amended and supplemented to the date of such letter, and, if the Registration Statement or covering the Certificates Prospectus shall include or incorporate by reference the financial statements of any entity or business (other than any amendment by reason the consolidated financial statements of Rule 429 under the 1933 Act) becomes effectiveCompany and its subsidiaries), (ii) of any request or proposed request the Company shall, if requested by the Commission for any amendment or supplement Agent, cause a firm of independent public accountants to furnish to the Registration Statement (insofar Agent a “comfort” letter, dated as of the applicable Bring-Down Delivery Date and delivered within one Exchange Business Day after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, delivered on such Principal Settlement Date, addressing such matters as the amendment or supplement relates to or covers the Certificates), for any amendment or supplement to the Prospectus or for any additional information with respect to the Certificates, Agent may reasonably request. (iiii) of the issuance by the Commission, during the Prospectus Delivery Period, of any stop No order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to Section 8A under the initiation Act shall be pending before or threat of any such stop order proceeding, (iv) of receipt threatened by the Company of any notification Commission; the Prospectus shall have been timely filed with respect the Commission under the Act; and all requests by the Commission for additional information shall have been complied with to the satisfaction of the Agent and no suspension of the qualification of the Certificates Shares for offering or sale in any jurisdiction jurisdiction, or of the initiation or threat threatening of any proceeding proceedings for that purpose any of such purposes, shall have occurred and be in effect at the time the Company delivers a Transaction Proposal to the Agent or the time the Agent delivers a Transaction Acceptance to the Company; and (vii) of the occurrence, during the Prospectus Delivery Period, of any event that makes untrue any statement of a material fact made in the Registration Statement or any the Prospectus shall not contain an untrue statement of material fact or that requires omit to state a material fact required to be stated therein or necessary to make the making statements therein, in the light of the circumstances under which they were made, not misleading at the time the Company delivers a change in or addition Transaction Proposal to the Registration Statement Agent or any Prospectus in order the time the Agent delivers a Transaction Acceptance to make any material statement therein not misleading. (e) If, during the Prospectus Delivery Period, the Commission issues an order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the lifting of that order at the earliest possible timeCompany. (f) The Company will endeavor shall reasonably cooperate with any reasonable due diligence review requested by the Agent or its counsel from time to qualify time in connection with the Certificates transactions contemplated hereby or any Terms Agreement, including, without limitation, (i) at the commencement of each intended Offering Date and any Time of Sale or Settlement Date, providing information and making available appropriate documents and appropriate corporate officers of the Company and, upon reasonable request, representatives of Ernst & Young LLP (and, if the Registration Statement or the Prospectus shall include or incorporate by reference the financial statements of any entity or business (other than the consolidated financial statements of the Company and its subsidiaries), representatives of the independent public accountants that audited or reviewed such financial statements) for offer an update on diligence matters with representatives of the Agent and sale under the securities laws of such jurisdictions (ii) at each Bring-Down Delivery Date and otherwise as the Underwriters Agent may reasonably request; provided, however, that this Section 5(f) shall not obligate providing information and making available documents and appropriate corporate officers of the Company to file and representatives of Ernst & Young LLP (and, if the Registration Statement or the Prospectus shall include or incorporate by reference the financial statements of any general consent to service entity or business (other than the consolidated financial statements of process the Company and its subsidiaries), representatives of the independent public accountants that audited or to qualify to do business in any jurisdiction reviewed such financial statements) for one or as a dealer in securities in any jurisdiction in which it is not so qualifiedmore due diligence sessions with representatives of the Agent and its counsel. (g) The costs Company shall disclose, in its quarterly reports on Form 10-Q and expenses associated in its annual report on Form 10-K and, if requested by the Agent, in supplements to the Prospectus to be filed by the Company with the transactions contemplated by Commission from time to time, the number of the Shares sold through the Agent under this Agreement shall be payable by UBSREI and LBHIany Terms Agreement, as and the net proceeds to the extent provided Company from the sale of the Shares and the compensation paid by the Company with respect to sales of the Shares pursuant to this Agreement during the relevant quarter or, in the respective Mortgage Loan Purchase Agreementscase of any such prospectus supplement, such shorter period as the Agent may reasonably request or, in the case of an Annual Report on Form 10-K, during the fiscal year covered by such Annual Report and the fourth quarter of such fiscal year. (h) The Notwithstanding the foregoing, the requirements to provide the officers’ certificate, opinions and letters of counsel and accountants’ letter specified in Section 6(b) through 6(d) shall be waived for any Bring-Down Delivery Date occurring at a time at which no Transaction Proposal or offers to enter into a Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company will file delivers a Transaction Proposal or offers to enter into a Terms Agreement hereunder or under any documents and any amendments thereof as may Alternative Agreement (which for such calendar quarter shall be required to be filed by it pursuant to the 1933 Act considered a Bring-Down Delivery Date) and the Securities Exchange Act of 1934next occurring Bring-Down Delivery Date. Notwithstanding the foregoing, as amended (if the "1934 Act"Company subsequently decides to sell Shares following a Bring-Down Delivery Date when the Company relied on the waiver under this Section 6(h), and then before the rules and regulations of Company delivers the Commission Transaction Proposal or executes a Terms Agreement hereunder or under any Alternative Agreement or the 1933 Act and the 1934 Act, including, but not limited to, the filing with the Commission pursuant to a Current Report on Form 8-K, subject to Section 4 hereof, of all Computational Materials and ABS Term Sheets in respect of the Certificates furnished by either Underwriter and identified by it as such. Subject to compliance by each Underwriter with Section 4(b)(iv) and (vi) hereofAgent or any Alternative Agent sells any Shares, the Company will file all shall provide the Agent or Alternative Agent, as applicable, with such Computational Materials certificate, opinions and ABS Term Sheets within letters of counsel and accountants’ letter specified in Section 6(b) through 6(d), dated the time period allotted for date such filing pursuant Transaction Proposal is delivered or Terms Agreement is executed, which date shall be deemed to a Bring-Down Delivery Date. All opinions, letters and other documents referred to in Sections 6(b) through (d) above shall be reasonably satisfactory in form and substance to the No-Action LettersAgent. Subject to compliance by each Underwriter with Section 4(b)(iv) and (vi) hereof, The Agent will provide the Company represents with such notice (which may be oral, and warrants thatin such case, will be confirmed via e-mail as soon as reasonably practicable thereafter) as is reasonably practicable under the circumstances when requesting an opinion, letter or other document referred to the extent required by the No-Action Letters, the Company has timely filed with the Commission any Collateral Term Sheets previously delivered to it as contemplated by Section 4(b)(ivin Sections 6(b) hereofthrough (d) above.

Additional Covenants of the Company. The Company covenants with the respective Underwriters that: (a) During such period following the date of this Agreement in which any Prospectus is required to be delivered under the 1933 Act (the "Prospectus Delivery Period"), the Company will deliver to each Underwriter such number of copies of each Prospectus the Prospectus, and any amendment thereof or supplement thereto, as such Underwriter may reasonably request. (b) During the Prospectus Delivery Period, the Company will file promptly with the Commission any amendment or supplement to the Registration Statement or any the Prospectus relating to or covering the Certificates that may, in the judgment of the Company or the Underwriters, be required by the 1933 Act and the rules and regulations of the Commission thereunder 1933 Act Rules or requested by the Commission and approved by the Underwriters. (c) Prior to filing with the Commission during the Prospectus Delivery Period any amendment or supplement to the Registration Statement relating to or covering the Certificates (other than an amendment by reason of Rule 429 under the 1933 Act) or any amendment or supplement to the Prospectus, the Company will furnish a copy thereof to the Underwriters, and the Company will not file any such amendment or supplement to which the Underwriters shall reasonably object. (d) The Company will advise the Underwriters promptly (i) when, during the Prospectus Delivery Period, any post-effective amendment to the Registration Statement relating to or covering the Certificates (other than any amendment by reason of Rule 429 under the 1933 Act) becomes effective, (ii) of any request or proposed request by the Commission for any amendment or supplement to the Registration Statement (insofar as the amendment or supplement relates to or covers the Certificates), for any amendment or supplement to the Prospectus or for any additional information with respect to the Certificates, (iii) of the issuance by the Commission, during the Prospectus Delivery Period, of any stop order suspending the effectiveness of the Registration Statement or the initiation or threat of any such stop order proceeding, (iv) of receipt by the Company of any notification with respect to the suspension of the qualification of the Certificates for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose and (v) of the occurrence, during the Prospectus Delivery Period, of any event that makes untrue any statement of a material fact made in the Registration Statement or any Prospectus or that requires the making of a change in or addition to the Registration Statement or any Prospectus in order to make any material statement therein not misleading. (e) If, during the Prospectus Delivery Period, the Commission issues an order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the lifting of that order at the earliest possible time. (f) The Company will endeavor to qualify the Certificates for offer and sale under the securities laws of such jurisdictions as the Underwriters may reasonably request; provided, however, that this Section 5(f) shall not obligate the Company to file any general consent to service of process or to qualify to do business in any jurisdiction or as a dealer in securities in any jurisdiction in which it is not so qualified. (g) The costs and expenses associated with the transactions contemplated by this Agreement shall be payable by UBSREI and LBHI, as and to the extent provided in the respective Mortgage Loan Purchase Agreements. (h) The Company will file any documents and any amendments thereof as may be required to be filed by it pursuant to the 1933 Act and the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the rules and regulations of the Commission under the 1933 Act and the 1934 Act, including, but not limited to, the filing with the Commission pursuant Commission, to a Current Report on Form 8-Kthe extent required under Rule 433 of the 1933 Act Rules, subject all Free Writing Prospectuses that the Company is required to file under Section 4 4(d) hereof, of all Computational Materials and ABS Term Sheets within the time frames set forth in respect of the Certificates furnished by either Underwriter and identified by it as suchSection 4(e) hereof. Subject to compliance by each Underwriter with the requirements of Section 4(b)(iv) and (vi) hereof, the Company will file all such Computational Materials and ABS Term Sheets within the time period allotted for such filing pursuant to the No-Action Letters. Subject to compliance by each Underwriter with Section 4(b)(iv) and (vi4(b) hereof, the Company represents and warrants that, to the extent required by Rule 433 under the No-Action Letters1933 Act, the Company has timely filed with the Commission any Collateral Term Sheets previously delivered Free Writing Prospectuses contemplated to be filed by it as contemplated by under Section 4(b)(iv4(d) hereof.

Additional Covenants of the Company. The Company further covenants and agrees with the respective Underwriters thatDBS as follows: (a) During Each delivery of a Transaction Notice by the Company and each execution and delivery by the Company of a Terms Agreement shall be deemed to be (i) an affirmation that the representations, warranties and agreements of the Company and the Operating Partnership herein contained and contained in any certificate delivered to DBS pursuant hereto are true and correct at such period following Time of Delivery or the date of such Terms Agreement, as the case may be, and (ii) an undertaking that such representations, warranties and agreements will be true and correct on any applicable Time of Sale and Settlement Date (it being understood that such representations, warranties and agreements shall relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of such Transaction Notice or Terms Agreement, as the case may be). (b) Each time that (i) the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall be amended or supplemented (including, except as noted in the proviso at the end of this Agreement Section 6(b), by the filing of any Incorporated Document, but excluding any prospectus supplement filed pursuant to Section 4(b) hereof), (ii) there is a Principal Settlement Date pursuant to a Terms Agreement, or (iii) otherwise as DBS shall reasonably request on the advice of outside counsel, provided that DBS shall not make such a request during periods that the Company is not proposing an Agency Transaction to DBS pursuant to the delivery of a Transaction Notice (each date referred to clauses (i), (ii) and (iii) above, a “Bring-Down Delivery Date”), the Company shall, unless DBS agrees otherwise, furnish or cause to be furnished to DBS certificates, dated and delivered as of the applicable Bring-Down Delivery Date, of the same tenor as the certificates referred to in Sections 5(a)(i) and 5(b)(i) hereof, modified as necessary to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificate, or, in lieu of such certificates, certificates to the effect that the statements contained in the certificate referred to in Section 5(a)(i) and the statements contained in the certificate referred to in Section 5(b)(i) hereof furnished to DBS are true and correct as of such Bring-Down Delivery Date (except that such statements shall be deemed to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificate); provided, however, that the filing of a Current Report on Form 8-K will not constitute a Bring-Down Delivery Date unless (A) (x) such Current Report on Form 8-K is filed at any time during which any Prospectus either a Transaction Notice is binding and the Company has not suspended the use thereof (and prior to the settlement of the Shares specified therein) or a prospectus relating to the Shares is required to be delivered under the 1933 Act and (y) DBS has reasonably requested that such date be deemed to be a Bring-Down Delivery Date based upon the "Prospectus Delivery Period"), event or events reported in such Current Report on Form 8-K within five Business Days of the Company will deliver to each Underwriter such number of copies of each Prospectus as such Underwriter may reasonably request. (b) During the Prospectus Delivery Period, the Company will file promptly filing thereof with the Commission any amendment or supplement (B) such Current Report on Form 8-K is required pursuant to the Registration Statement or any Prospectus relating to or covering the Certificates that may, in the judgment of the Company or the Underwriters, be required by the 1933 Act and the rules and regulations of the Commission thereunder or requested by the Commission and approved by the UnderwritersSection 2(i). (c) Prior At each Bring-Down Delivery Date, the Company shall, unless DBS agrees otherwise, cause to filing with be furnished to DBS the Commission during written opinions and negative assurance letter of Dentons US LLP, counsel for the Prospectus Company, each dated and delivered as of the applicable Bring-Down Delivery Period any amendment or supplement Date, of the same tenor as the opinions and letter referred to in Sections 5(a)(ii) and 5(a)(iii) hereof, respectively, but modified as necessary to relate to the Registration Statement relating to or covering Statement, the Certificates (other than an amendment by reason of Rule 429 under the 1933 Act) Prospectus or any amendment or supplement Permitted Free Writing Prospectus as amended and supplemented to the Prospectustime of delivery of such opinions and letter, or, in lieu of such opinions and letter, such counsel shall furnish DBS with letters substantially to the effect that DBS may rely on the opinions and letter referred to in Sections 5(a)(ii) and 5(a)(iii), furnished to DBS, to the same extent as though they were dated the date of such letters authorizing reliance (except that statements in such last opinions shall be deemed to relate to the Registration Statement, the Company will furnish a copy thereof Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the Underwriters, and the Company will not file any time of delivery of such amendment or supplement to which the Underwriters shall reasonably objectletters authorizing reliance). (d) The At each Bring-Down Delivery Date, the Company will advise shall, unless DBS agrees otherwise, cause Ernst & Young LLP to furnish to DBS a “comfort” letter, dated and delivered as of the Underwriters promptly applicable Bring-Down Delivery Date, of the same tenor as the letter referred to in Section 5(a)(v) hereof, but modified to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the date of such letter. (i) when, during the Prospectus Delivery Period, any post-effective amendment to the Registration Statement relating to or covering the Certificates (other than any amendment by reason of Rule 429 under the 1933 Act) becomes effective, (ii) of any request or proposed request by the Commission for any amendment or supplement to the Registration Statement (insofar as the amendment or supplement relates to or covers the Certificates), for any amendment or supplement to the Prospectus or for any additional information with respect to the Certificates, (iii) of the issuance by the Commission, during the Prospectus Delivery Period, of any stop No order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to Section 8A under the initiation or threat Act shall be pending before or, to the knowledge of any such stop order proceedingthe Company, (iv) of receipt threatened by the Company Commission; the Prospectus and each Permitted Free Writing Prospectus shall have been timely filed with the Commission under the Act (in the case of any notification with respect a Permitted Free Writing Prospectus, to the extent required by Rule 433 under the Act); and all requests by the Commission for additional information shall have been complied with to the satisfaction of DBS and no suspension of the qualification of the Certificates Shares for offering or sale in any jurisdiction jurisdiction, or of the initiation or threat threatening of any proceeding proceedings for that purpose any of such purposes, will have occurred and be in effect at the time the Company delivers a Transaction Notice; and (vii) of the occurrence, during the Prospectus Delivery Period, of any event that makes untrue any statement of a material fact made in the Registration Statement or any Prospectus or that requires the making of a change in or addition to the Registration Statement or any Prospectus in order to make any material statement therein not misleading. (e) If, during the Prospectus Delivery Period, the Commission issues an order suspending the effectiveness of the Registration Statement, the Company will Prospectus or any Permitted Free Writing Prospectus shall not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make every reasonable effort to obtain the lifting statements therein, in the light of that order the circumstances under which they were made, not misleading at the earliest possible timetime the Company delivers a Transaction Notice. (f) The Company will endeavor shall reasonably cooperate with any reasonable due diligence review requested by DBS or its counsel from time to qualify time in connection with the Certificates transactions contemplated hereby or any Terms Agreement, including, without limitation, (i) at the commencement of each intended Purchase Date and any Time of Sale or Settlement Date, making available appropriate corporate officers of the Company and, upon reasonable request, representatives of Ernst & Young LLP for offer an update on diligence matters with representatives of DBS and sale under the securities laws of such jurisdictions (ii) at each Bring-Down Delivery Date or otherwise as the Underwriters DBS may reasonably request; provided, however, that this Section 5(f) shall not obligate providing information and making available documents and appropriate corporate officers of the Company to file any general consent to service and representatives of process Ernst & Young LLP for one or to qualify to do business in any jurisdiction or as a dealer in securities in any jurisdiction in which it is not so qualifiedmore due diligence sessions with representatives of DBS and its counsel. (g) The costs and expenses associated with the transactions contemplated by this Agreement Company shall be payable by UBSREI and LBHIdisclose, as and to the extent provided in the respective Mortgage Loan Purchase Agreements. (h) The Company will file any documents and any amendments thereof as may be required to be filed by it pursuant to the 1933 Act and the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the rules and regulations of the Commission under the 1933 Act and the 1934 Act, including, but not limited to, the filing with the Commission pursuant to a Current Report its quarterly reports on Form 810-K, subject to Section 4 hereof, of all Computational Materials Q and ABS Term Sheets in respect of the Certificates furnished by either Underwriter and identified by it as such. Subject to compliance by each Underwriter with Section 4(b)(iv) and (vi) hereof, the Company will file all such Computational Materials and ABS Term Sheets within the time period allotted for such filing pursuant to the Noannual reports on Form 10-Action Letters. Subject to compliance by each Underwriter with Section 4(b)(iv) and (vi) hereof, the Company represents and warrants thatK or, to the extent required by applicable law and SEC interpretations thereof, prospectus supplements, to be filed by the No-Action LettersCompany from time to time, the number of the Shares sold through the Agents under this Agreement and any Terms Agreement, the net proceeds to the Company has timely filed from the sale of the Shares and the compensation paid by the Company with respect to sales of the Commission any Collateral Term Sheets previously delivered Shares pursuant to it this Agreement during the relevant quarter or such shorter period determined by the Company, as contemplated by Section 4(b)(ivthe case may be. All opinions, letters and other documents referred to in Sections 6(b) hereofthrough (d) above shall be reasonably satisfactory in form and substance to DBS. DBS will provide the Company with such notice (which may be oral, and in such case, will be confirmed via e-mail or facsimile as soon as reasonably practicable thereafter) as is reasonably practicable under the circumstances when requesting an opinion, letter or other document referred to in Sections 6(b) through (d) above.

Additional Covenants of the Company. The Company further covenants and agrees with the respective Underwriters thatKeyBanc as follows: (a) During Each delivery of a Transaction Notice by the Company and each execution and delivery by the Company of a Terms Agreement shall be deemed to be (i) an affirmation that the representations, warranties and agreements of the Company and the Operating Partnership herein contained and contained in any certificate delivered to KeyBanc pursuant hereto are true and correct at such period following Time of Delivery or the date of such Terms Agreement, as the case may be, and (ii) an undertaking that such representations, warranties and agreements will be true and correct on any applicable Time of Sale and Settlement Date (it being understood that such representations, warranties and agreements shall relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of such Transaction Notice or Terms Agreement, as the case may be). (b) Each time that (i) the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall be amended or supplemented (including, except as noted in the proviso at the end of this Agreement Section 6(b), by the filing of any Incorporated Document, but excluding any prospectus supplement filed pursuant to Section 4(b) hereof), (ii) there is a Principal Settlement Date pursuant to a Terms Agreement, or (iii) otherwise as KeyBanc shall reasonably request on the advice of outside counsel, provided that KeyBanc shall not make such a request during periods that the Company is not proposing an Agency Transaction to KeyBanc pursuant to the delivery of a Transaction Notice (each date referred to clauses (i), (ii) and (iii) above, a “Bring-Down Delivery Date”), the Company shall, unless KeyBanc agrees otherwise, furnish or cause to be furnished to KeyBanc certificates, dated and delivered as of the applicable Bring-Down Delivery Date, of the same tenor as the certificates referred to in Sections 5(a)(i) and 5(b)(i) hereof, modified as necessary to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificate, or, in lieu of such certificates, certificates to the effect that the statements contained in the certificate referred to in Section 5(a)(i) and the statements contained in the certificate referred to in Section 5(b)(i) hereof furnished to KeyBanc are true and correct as of such Bring-Down Delivery Date (except that such statements shall be deemed to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificate); provided, however, that the filing of a Current Report on Form 8-K will not constitute a Bring-Down Delivery Date unless (A) (x) such Current Report on Form 8-K is filed at any time during which any Prospectus either a Transaction Notice is binding and the Company has not suspended the use thereof (and prior to the settlement of the Shares specified therein) or a prospectus relating to the Shares is required to be delivered under the 1933 Act and (y) KeyBanc has reasonably requested that such date be deemed to be a Bring-Down Delivery Date based upon the "Prospectus Delivery Period"), event or events reported in such Current Report on Form 8-K within five Business Days of the Company will deliver to each Underwriter such number of copies of each Prospectus as such Underwriter may reasonably request. (b) During the Prospectus Delivery Period, the Company will file promptly filing thereof with the Commission any amendment or supplement (B) such Current Report on Form 8-K is required pursuant to the Registration Statement or any Prospectus relating to or covering the Certificates that may, in the judgment of the Company or the Underwriters, be required by the 1933 Act and the rules and regulations of the Commission thereunder or requested by the Commission and approved by the UnderwritersSection 2(i). (c) Prior At each Bring-Down Delivery Date, the Company shall, unless KeyBanc agrees otherwise, cause to filing with be furnished to KeyBanc the Commission during written opinions and negative assurance letter of Dentons US LLP, counsel for the Prospectus Company, each dated and delivered as of the applicable Bring-Down Delivery Period any amendment or supplement Date, of the same tenor as the opinions and letter referred to in Sections 5(a)(ii) and 5(a)(iii) hereof, respectively, but modified as necessary to relate to the Registration Statement relating to or covering Statement, the Certificates (other than an amendment by reason of Rule 429 under the 1933 Act) Prospectus or any amendment or supplement Permitted Free Writing Prospectus as amended and supplemented to the Prospectustime of delivery of such opinions and letter, or, in lieu of such opinions and letter, such counsel shall furnish KeyBanc with letters substantially to the effect that KeyBanc may rely on the opinions and letter referred to in Sections 5(a)(ii) and 5(a)(iii), furnished to KeyBanc, to the same extent as though they were dated the date of such letters authorizing reliance (except that statements in such last opinions shall be deemed to relate to the Registration Statement, the Company will furnish a copy thereof Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the Underwriters, and the Company will not file any time of delivery of such amendment or supplement to which the Underwriters shall reasonably objectletters authorizing reliance). (d) The At each Bring-Down Delivery Date, the Company will advise shall, unless KeyBanc agrees otherwise, cause Ernst & Young LLP to furnish to KeyBanc a “comfort” letter, dated and delivered as of the Underwriters promptly applicable Bring-Down Delivery Date, of the same tenor as the letter referred to in Section 5(a)(v) hereof, but modified to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the date of such letter. (i) when, during the Prospectus Delivery Period, any post-effective amendment to the Registration Statement relating to or covering the Certificates (other than any amendment by reason of Rule 429 under the 1933 Act) becomes effective, (ii) of any request or proposed request by the Commission for any amendment or supplement to the Registration Statement (insofar as the amendment or supplement relates to or covers the Certificates), for any amendment or supplement to the Prospectus or for any additional information with respect to the Certificates, (iii) of the issuance by the Commission, during the Prospectus Delivery Period, of any stop No order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to Section 8A under the initiation or threat Act shall be pending before or, to the knowledge of any such stop order proceedingthe Company, (iv) of receipt threatened by the Company Commission; the Prospectus and each Permitted Free Writing Prospectus shall have been timely filed with the Commission under the Act (in the case of any notification with respect a Permitted Free Writing Prospectus, to the extent required by Rule 433 under the Act); and all requests by the Commission for additional information shall have been complied with to the satisfaction of KeyBanc and no suspension of the qualification of the Certificates Shares for offering or sale in any jurisdiction jurisdiction, or of the initiation or threat threatening of any proceeding proceedings for that purpose any of such purposes, will have occurred and be in effect at the time the Company delivers a Transaction Notice; and (vii) of the occurrence, during the Prospectus Delivery Period, of any event that makes untrue any statement of a material fact made in the Registration Statement or any Prospectus or that requires the making of a change in or addition to the Registration Statement or any Prospectus in order to make any material statement therein not misleading. (e) If, during the Prospectus Delivery Period, the Commission issues an order suspending the effectiveness of the Registration Statement, the Company will Prospectus or any Permitted Free Writing Prospectus shall not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make every reasonable effort to obtain the lifting statements therein, in the light of that order the circumstances under which they were made, not misleading at the earliest possible timetime the Company delivers a Transaction Notice. (f) The Company will endeavor shall reasonably cooperate with any reasonable due diligence review requested by KeyBanc or its counsel from time to qualify time in connection with the Certificates transactions contemplated hereby or any Terms Agreement, including, without limitation, (i) at the commencement of each intended Purchase Date and any Time of Sale or Settlement Date, making available appropriate corporate officers of the Company and, upon reasonable request, representatives of Ernst & Young LLP for offer an update on diligence matters with representatives of KeyBanc and sale under the securities laws of such jurisdictions (ii) at each Bring-Down Delivery Date or otherwise as the Underwriters KeyBanc may reasonably request; provided, however, that this Section 5(f) shall not obligate providing information and making available documents and appropriate corporate officers of the Company to file any general consent to service and representatives of process Ernst & Young LLP for one or to qualify to do business in any jurisdiction or as a dealer in securities in any jurisdiction in which it is not so qualifiedmore due diligence sessions with representatives of KeyBanc and its counsel. (g) The costs and expenses associated with the transactions contemplated by this Agreement Company shall be payable by UBSREI and LBHIdisclose, as and to the extent provided in the respective Mortgage Loan Purchase Agreements. (h) The Company will file any documents and any amendments thereof as may be required to be filed by it pursuant to the 1933 Act and the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the rules and regulations of the Commission under the 1933 Act and the 1934 Act, including, but not limited to, the filing with the Commission pursuant to a Current Report its quarterly reports on Form 810-K, subject to Section 4 hereof, of all Computational Materials Q and ABS Term Sheets in respect of the Certificates furnished by either Underwriter and identified by it as such. Subject to compliance by each Underwriter with Section 4(b)(iv) and (vi) hereof, the Company will file all such Computational Materials and ABS Term Sheets within the time period allotted for such filing pursuant to the Noannual reports on Form 10-Action Letters. Subject to compliance by each Underwriter with Section 4(b)(iv) and (vi) hereof, the Company represents and warrants thatK or, to the extent required by applicable law and SEC interpretations thereof, prospectus supplements, to be filed by the No-Action LettersCompany from time to time, the number of the Shares sold through the Agents under this Agreement and any Terms Agreement, the net proceeds to the Company has timely filed from the sale of the Shares and the compensation paid by the Company with respect to sales of the Commission any Collateral Term Sheets previously delivered Shares pursuant to it this Agreement during the relevant quarter or such shorter period determined by the Company, as contemplated by Section 4(b)(ivthe case may be. All opinions, letters and other documents referred to in Sections 6(b) hereofthrough (d) above shall be reasonably satisfactory in form and substance to KeyBanc. KeyBanc will provide the Company with such notice (which may be oral, and in such case, will be confirmed via e-mail or facsimile as soon as reasonably practicable thereafter) as is reasonably practicable under the circumstances when requesting an opinion, letter or other document referred to in Sections 6(b) through (d) above.

Additional Covenants of the Company. The Company further covenants and agrees with the respective Underwriters thatJPMS as follows: (a) During Each delivery of a Transaction Notice by the Company and each execution and delivery by the Company of a Terms Agreement shall be deemed to be (i) an affirmation that the representations, warranties and agreements of the Company and the Operating Partnership herein contained and contained in any certificate delivered to JPMS pursuant hereto are true and correct at such period following Time of Delivery or the date of such Terms Agreement, as the case may be, and (ii) an undertaking that such representations, warranties and agreements will be true and correct on any applicable Time of Sale and Settlement Date (it being understood that such representations, warranties and agreements shall relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of such Transaction Notice or Terms Agreement, as the case may be). (b) Each time that (i) the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall be amended or supplemented (including, except as noted in the proviso at the end of this Agreement Section 6(b), by the filing of any Incorporated Document, but excluding any prospectus supplement filed pursuant to Section 4(b) hereof), (ii) there is a Principal Settlement Date pursuant to a Terms Agreement, or (iii) otherwise as JPMS shall reasonably request on the advice of outside counsel, provided that JPMS shall not make such a request during periods that the Company is not proposing an Agency Transaction to JPMS pursuant to the delivery of a Transaction Notice (each date referred to clauses (i), (ii) and (iii) above, a “Bring-Down Delivery Date”), the Company shall, unless JPMS agrees otherwise, furnish or cause to be furnished to JPMS certificates, dated and delivered as of the applicable Bring-Down Delivery Date, of the same tenor as the certificates referred to in Sections 5(a)(i) and 5(b)(i) hereof, modified as necessary to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificate, or, in lieu of such certificates, certificates to the effect that the statements contained in the certificate referred to in Section 5(a)(i) and the statements contained in the certificate referred to in Section 5(b)(i) hereof furnished to JPMS are true and correct as of such Bring-Down Delivery Date (except that such statements shall be deemed to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificate); provided, however, that the filing of a Current Report on Form 8-K will not constitute a Bring-Down Delivery Date unless (A) (x) such Current Report on Form 8-K is filed at any time during which any Prospectus either a Transaction Notice is binding and the Company has not suspended the use thereof (and prior to the settlement of the Shares specified therein) or a prospectus relating to the Shares is required to be delivered under the 1933 Act and (y) JPMS has reasonably requested that such date be deemed to be a Bring-Down Delivery Date based upon the "Prospectus Delivery Period"), event or events reported in such Current Report on Form 8-K within five Business Days of the Company will deliver to each Underwriter such number of copies of each Prospectus as such Underwriter may reasonably request. (b) During the Prospectus Delivery Period, the Company will file promptly filing thereof with the Commission any amendment or supplement (B) such Current Report on Form 8-K is required pursuant to the Registration Statement or any Prospectus relating to or covering the Certificates that may, in the judgment of the Company or the Underwriters, be required by the 1933 Act and the rules and regulations of the Commission thereunder or requested by the Commission and approved by the UnderwritersSection 2(i). (c) Prior At each Bring-Down Delivery Date, the Company shall, unless JPMS agrees otherwise, cause to filing with be furnished to JPMS the Commission during written opinions and negative assurance letter of Dentons US LLP, counsel for the Prospectus Company, each dated and delivered as of the applicable Bring-Down Delivery Period any amendment or supplement Date, of the same tenor as the opinions and letter referred to in Sections 5(a)(ii) and 5(a)(iii) hereof, respectively, but modified as necessary to relate to the Registration Statement relating to or covering Statement, the Certificates (other than an amendment by reason of Rule 429 under the 1933 Act) Prospectus or any amendment or supplement Permitted Free Writing Prospectus as amended and supplemented to the Prospectustime of delivery of such opinions and letter, or, in lieu of such opinions and letter, such counsel shall furnish JPMS with letters substantially to the effect that JPMS may rely on the opinions and letter referred to in Sections 5(a)(ii) and 5(a)(iii), furnished to JPMS, to the same extent as though they were dated the date of such letters authorizing reliance (except that statements in such last opinions shall be deemed to relate to the Registration Statement, the Company will furnish a copy thereof Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the Underwriters, and the Company will not file any time of delivery of such amendment or supplement to which the Underwriters shall reasonably objectletters authorizing reliance). (d) The At each Bring-Down Delivery Date, the Company will advise shall, unless JPMS agrees otherwise, cause Ernst & Young LLP to furnish to JPMS a “comfort” letter, dated and delivered as of the Underwriters promptly applicable Bring-Down Delivery Date, of the same tenor as the letter referred to in Section 5(a)(v) hereof, but modified to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the date of such letter. (i) when, during the Prospectus Delivery Period, any post-effective amendment to the Registration Statement relating to or covering the Certificates (other than any amendment by reason of Rule 429 under the 1933 Act) becomes effective, (ii) of any request or proposed request by the Commission for any amendment or supplement to the Registration Statement (insofar as the amendment or supplement relates to or covers the Certificates), for any amendment or supplement to the Prospectus or for any additional information with respect to the Certificates, (iii) of the issuance by the Commission, during the Prospectus Delivery Period, of any stop No order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to Section 8A under the initiation or threat Act shall be pending before or, to the knowledge of any such stop order proceedingthe Company, (iv) of receipt threatened by the Company Commission; the Prospectus and each Permitted Free Writing Prospectus shall have been timely filed with the Commission under the Act (in the case of any notification with respect a Permitted Free Writing Prospectus, to the extent required by Rule 433 under the Act); and all requests by the Commission for additional information shall have been complied with to the satisfaction of JPMS and no suspension of the qualification of the Certificates Shares for offering or sale in any jurisdiction jurisdiction, or of the initiation or threat threatening of any proceeding proceedings for that purpose any of such purposes, will have occurred and be in effect at the time the Company delivers a Transaction Notice; and (vii) of the occurrence, during the Prospectus Delivery Period, of any event that makes untrue any statement of a material fact made in the Registration Statement or any Prospectus or that requires the making of a change in or addition to the Registration Statement or any Prospectus in order to make any material statement therein not misleading. (e) If, during the Prospectus Delivery Period, the Commission issues an order suspending the effectiveness of the Registration Statement, the Company will Prospectus or any Permitted Free Writing Prospectus shall not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make every reasonable effort to obtain the lifting statements therein, in the light of that order the circumstances under which they were made, not misleading at the earliest possible timetime the Company delivers a Transaction Notice. (f) The Company will endeavor shall reasonably cooperate with any reasonable due diligence review requested by JPMS or its counsel from time to qualify time in connection with the Certificates transactions contemplated hereby or any Terms Agreement, including, without limitation, (i) at the commencement of each intended Purchase Date and any Time of Sale or Settlement Date, making available appropriate corporate officers of the Company and, upon reasonable request, representatives of Ernst & Young LLP for offer an update on diligence matters with representatives of JPMS and sale under the securities laws of such jurisdictions (ii) at each Bring-Down Delivery Date or otherwise as the Underwriters JPMS may reasonably request; provided, however, that this Section 5(f) shall not obligate providing information and making available documents and appropriate corporate officers of the Company to file any general consent to service and representatives of process Ernst & Young LLP for one or to qualify to do business in any jurisdiction or as a dealer in securities in any jurisdiction in which it is not so qualifiedmore due diligence sessions with representatives of JPMS and its counsel. (g) The costs and expenses associated with the transactions contemplated by this Agreement Company shall be payable by UBSREI and LBHIdisclose, as and to the extent provided in the respective Mortgage Loan Purchase Agreements. (h) The Company will file any documents and any amendments thereof as may be required to be filed by it pursuant to the 1933 Act and the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the rules and regulations of the Commission under the 1933 Act and the 1934 Act, including, but not limited to, the filing with the Commission pursuant to a Current Report its quarterly reports on Form 810-K, subject to Section 4 hereof, of all Computational Materials Q and ABS Term Sheets in respect of the Certificates furnished by either Underwriter and identified by it as such. Subject to compliance by each Underwriter with Section 4(b)(iv) and (vi) hereof, the Company will file all such Computational Materials and ABS Term Sheets within the time period allotted for such filing pursuant to the Noannual reports on Form 10-Action Letters. Subject to compliance by each Underwriter with Section 4(b)(iv) and (vi) hereof, the Company represents and warrants thatK or, to the extent required by applicable law and SEC interpretations thereof, prospectus supplements, to be filed by the No-Action LettersCompany from time to time, the number of the Shares sold through the Agents under this Agreement and any Terms Agreement, the net proceeds to the Company has timely filed from the sale of the Shares and the compensation paid by the Company with respect to sales of the Commission any Collateral Term Sheets previously delivered Shares pursuant to it this Agreement during the relevant quarter or such shorter period determined by the Company, as contemplated by Section 4(b)(ivthe case may be. All opinions, letters and other documents referred to in Sections 6(b) hereofthrough (d) above shall be reasonably satisfactory in form and substance to JPMS. JPMS will provide the Company with such notice (which may be oral, and in such case, will be confirmed via e-mail or facsimile as soon as reasonably practicable thereafter) as is reasonably practicable under the circumstances when requesting an opinion, letter or other document referred to in Sections 6(b) through (d) above.

Additional Covenants of the Company. The Company further covenants and agrees with the respective Underwriters thatJPMS as follows: (a) During Each acceptance of a Transaction Notice by the Company and each execution and delivery by the Company of a Terms Agreement shall be deemed to be (i) an affirmation that the representations, warranties and agreements of the Company herein contained and contained in any certificate delivered to JPMS pursuant hereto are true and correct at such period following Time of Acceptance or the date of such Terms Agreement, as the case may be, and (ii) an undertaking that such representations, warranties and agreements will be true and correct on any applicable Time of Sale and Settlement Date, as though made at and as of each such time (it being understood that such representations, warranties and agreements shall relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of such Transaction Notice or Terms Agreement, as the case may be). (b) Each time that (i) the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall be amended or supplemented (including, except as noted in the proviso at the end of this Agreement Section 6(b), by the filing of any Incorporated Document, but excluding any prospectus supplement filed pursuant to Section 4(b) hereof), (ii) there is a Principal Settlement Date pursuant to a Terms Agreement, or (iii) otherwise as JPMS shall reasonably request, provided that JPMS shall not make such a request during periods that the Company is not proposing Agency Transactions to JPMS (each date referred to clauses (i), (ii) and (iii) above, a “Bring-Down Delivery Date”), the Company shall, unless JPMS agrees otherwise, furnish or cause to be furnished to JPMS a certificate, dated and delivered as of the applicable Bring-Down Delivery Date, of the same tenor as the certificate referred to in Section 5(a)(i) hereof, modified as necessary to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificate, or, in lieu of such certificate, a certificate to the effect that the statements contained in the certificate referred to in Section 5(a)(i) hereof furnished to JPMS are true and correct as of such Bring-Down Delivery Date as though made at and as of such date (except that such statements shall be deemed to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificate); provided, however, that the filing of a Current Report on Form 8-K will not constitute a Bring-Down Delivery Date unless (A) (x) such Current Report on Form 8-K is filed at any time during which any Prospectus either a Transaction Notice is binding and the Company has not suspended the use thereof (and prior to the settlement of the Shares specified therein) or a prospectus relating to the Shares is required to be delivered under the 1933 Act (the "Prospectus Delivery Period"), the Company will deliver to each Underwriter such number of copies of each Prospectus as such Underwriter may reasonably request. (b) During the Prospectus Delivery Period, the Company will file promptly with the Commission any amendment or supplement to the Registration Statement or any Prospectus relating to or covering the Certificates that may, in the judgment of the Company or the Underwriters, be required by the 1933 Act and (y) JPMS has reasonably requested that such date be deemed to be a Bring-Down Delivery Date based upon the rules and regulations of the Commission thereunder event or requested by the Commission and approved by the Underwritersevents reported in such Current Report on Form 8-K or (B) such Current Report on Form 8-K is required pursuant to Section 2(i). (c) Prior Each Bring-Down Delivery Date, the Company shall, unless JPMS agrees otherwise, cause to filing with be furnished to JPMS (A) the Commission during written opinion and negative assurance letter of ▇▇▇▇▇▇ & Whitney LLP, special counsel to the Prospectus Company, and of the General Counsel of the Company, each dated and delivered as of the applicable Bring-Down Delivery Period any amendment or supplement Date, of the same tenor as the opinions and letter referred to in Sections 5(a)(ii) and 5(a)(iii) hereof, respectively, but modified as necessary to relate to the Registration Statement relating to or covering Statement, the Certificates (other than an amendment by reason of Rule 429 under the 1933 Act) Prospectus or any amendment or supplement Permitted Free Writing Prospectus as amended and supplemented to the Prospectustime of delivery of such opinions and letter, or, in lieu of such opinions and letter, such counsel and General Counsel shall furnish JPMS with letters substantially to the effect that JPMS may rely on the opinions and letter referred to in Sections 5(a)(ii) and 5(a)(iii), furnished to JPMS, to the same extent as though they were dated the date of such letters authorizing reliance (except that statements in such last opinions shall be deemed to relate to the Registration Statement, the Company will furnish a copy thereof Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the Underwriters, and the Company will not file any time of delivery of such amendment or supplement to which the Underwriters shall reasonably objectletters authorizing reliance). (d) The Each Bring-Down Delivery Date, the Company will advise shall, unless JPMS agrees otherwise, cause Deloitte & Touche LLP to furnish to JPMS a “comfort” letter, dated and delivered as of the Underwriters promptly applicable Bring-Down Delivery Date, of the same tenor as the letter referred to in Section 5(a)(iv) hereof, but modified to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the date of such letter. (i) when, during the Prospectus Delivery Period, any post-effective amendment to the Registration Statement relating to or covering the Certificates (other than any amendment by reason of Rule 429 under the 1933 Act) becomes effective, (ii) of any request or proposed request by the Commission for any amendment or supplement to the Registration Statement (insofar as the amendment or supplement relates to or covers the Certificates), for any amendment or supplement to the Prospectus or for any additional information with respect to the Certificates, (iii) of the issuance by the Commission, during the Prospectus Delivery Period, of any stop No order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to Section 8A under the initiation Act shall be pending before or threat of any such stop order proceeding, (iv) of receipt threatened by the Company Commission; the Prospectus and each Permitted Free Writing Prospectus shall have been timely filed with the Commission under the Act (in the case of any notification with respect an Permitted Free Writing Prospectus, to the extent required by Rule 433 under the Act); and all requests by the Commission for additional information shall have been complied with to the satisfaction of JPMS and no suspension of the qualification of the Certificates Shares for offering or sale in any jurisdiction jurisdiction, or of the initiation or threat threatening of any proceeding proceedings for that purpose any of such purposes, will have occurred and be in effect at the time the Company accepts a Transaction Notice; and (vii) of the occurrence, during the Prospectus Delivery Period, of any event that makes untrue any statement of a material fact made in the Registration Statement or any Prospectus or that requires the making of a change in or addition to the Registration Statement or any Prospectus in order to make any material statement therein not misleading. (e) If, during the Prospectus Delivery Period, the Commission issues an order suspending the effectiveness of the Registration Statement, the Company will Prospectus or any Permitted Free Writing Prospectus shall not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make every reasonable effort to obtain the lifting statements therein, in the light of that order the circumstances under which they were made, not misleading at the earliest possible timetime the Company accepts a Transaction Notice. (f) The Company will endeavor shall reasonably cooperate with any reasonable due diligence review requested by JPMS or its counsel from time to qualify time in connection with the Certificates transactions contemplated hereby or any Terms Agreement, including, without limitation, (i) at the commencement of each intended Purchase Date and any Time of Sale or Settlement Date, making available appropriate corporate officers of the Company and, upon reasonable request, representatives of Deloitte & Touche LLP for offer an update on diligence matters with representatives of JPMS and sale under the securities laws of such jurisdictions (ii) at each Bring-Down Delivery Date or otherwise as the Underwriters JPMS may reasonably request; provided, however, that this Section 5(f) shall not obligate providing information and making available documents and appropriate corporate officers of the Company to file any general consent to service and representatives of process Deloitte & Touche LLP for one or to qualify to do business in any jurisdiction or as a dealer in securities in any jurisdiction in which it is not so qualifiedmore due diligence sessions with representatives of JPMS and its counsel. (g) The costs and expenses associated with the transactions contemplated Company shall disclose, in its quarterly reports on Form 10-Q, in its annual report on Form 10-K and, if requested by this Agreement shall be payable by UBSREI and LBHIJPMS, as and to the extent provided in the respective Mortgage Loan Purchase Agreements. (h) The Company will file any documents and any amendments thereof as may be required prospectus supplements to be filed by it the Company from time to time, the number of the Shares sold through JPMS under this Agreement and any Terms Agreement, the net proceeds to the Company from the sale of the Shares and the compensation paid by the Company with respect to sales of the Shares pursuant to this Agreement during the 1933 Act and relevant quarter or such shorter period determined by the Securities Exchange Act of 1934Company, as amended the case may be. All opinions, letters and other documents referred to in Sections 6(b) through (d) above shall be reasonably satisfactory in form and substance to JPMS. JPMS will provide the "1934 Act")Company with such notice (which may be oral, and the rules and regulations of the Commission in such case, will be confirmed via e-mail or facsimile as soon as reasonably practicable thereafter) as is reasonably practicable under the 1933 Act and the 1934 Actcircumstances when requesting an opinion, including, but not limited to, the filing with the Commission pursuant letter or other document referred to a Current Report on Form 8-K, subject to Section 4 hereof, of all Computational Materials and ABS Term Sheets in respect of the Certificates furnished by either Underwriter and identified by it as such. Subject to compliance by each Underwriter with Section 4(b)(ivSections 6(b) and through (vid) hereof, the Company will file all such Computational Materials and ABS Term Sheets within the time period allotted for such filing pursuant to the No-Action Letters. Subject to compliance by each Underwriter with Section 4(b)(iv) and (vi) hereof, the Company represents and warrants that, to the extent required by the No-Action Letters, the Company has timely filed with the Commission any Collateral Term Sheets previously delivered to it as contemplated by Section 4(b)(iv) hereofabove.

Additional Covenants of the Company. The Company further covenants and agrees with the respective Underwriters thatAgents as follows: (a) During Each Transaction Proposal made by the Company that is accepted by the Agents by means of a Transaction Acceptance and each execution and delivery by the Company of a Terms Agreement shall be deemed to be (i) an affirmation that the representations, warranties and agreements of the Company herein contained and contained in any certificate delivered to the Agents pursuant hereto are true and correct at such period following Time of Acceptance or the date of such Terms Agreement, as the case may be, and (ii) an undertaking that such representations, warranties and agreements will be true and correct on any applicable Time of Sale and Settlement Date, as though made at and as of each such time (it being understood that such representations, warranties and agreements shall relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of such Transaction Acceptance or Terms Agreement, as the case may be). (b) Each time that (i) except as provided in the last sentence of Section 2(a), the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall be amended or supplemented (including, except as noted in the proviso at the end of this Agreement Section 6(b), by the filing of any Incorporated Document); (ii) there is a Principal Settlement Date pursuant to a Terms Agreement; or (iii) except as provided in the last sentence of Section 2(a), the Agents shall reasonably request upon reasonable advance notice to the Company (each date referred to clauses (i), (ii) and (iii) above and subject to the exceptions set forth therein, a “Bring-Down Delivery Date”), the Company shall, unless the Agents agree otherwise, furnish or cause to be furnished to the Agents certificates, dated as of such Bring-Down Delivery Date and delivered within five Exchange Business Days after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, delivered on such Principal Settlement Date, of the same tenor as the certificate referred to in Section 5(a)(i) hereof, modified as necessary to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificates, or, in lieu of such certificate, certificate to the effect that the statements contained in the certificate referred to in Section 5(a)(i) hereof furnished to Agents are true and correct as of such Bring-Down Delivery Date as though made at and as of such date (except that such statements shall be deemed to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificate); provided, however, that the filing of a Current Report on Form 8-K will not constitute a Bring-Down Delivery Date under clause (i) above unless either (A) (x) such Current Report on Form 8-K is filed at any time during which any Prospectus either a Transaction Acceptance is binding and the Company has not suspended the use thereof (and prior to the settlement of the Shares specified therein) or a prospectus relating to the Shares is required to be delivered under the 1933 Act (whether physically or through compliance with Rule 172 under the "Prospectus Act or any similar rule) or such Current Report on Form 8-K is filed at any time from and including the date of a Terms Agreement through and including the related Settlement Date and (y) the Agents have reasonably requested that such date be deemed to be a Bring-Down Delivery Period")Date based upon the event or events reported in such Current Report on Form 8-K or (B) such Current Report on Form 8-K contains capsule financial information, historical or pro forma financial statements, supporting schedules or other financial data that shall be deemed to be “filed” for purposes of Section 18 of the Company will deliver to each Underwriter such number of copies of each Prospectus as such Underwriter may reasonably request. (b) During the Prospectus Delivery PeriodExchange Act; and provided, the Company will file promptly with the Commission any further, that an amendment or supplement to the Registration Statement or any the Prospectus relating to or covering the Certificates that may, in offering of other securities pursuant to the judgment of the Company or the Underwriters, be required by the 1933 Act and the rules and regulations of the Commission thereunder or requested by the Commission and approved by the UnderwritersRegistration Statement will not constitute a Bring-Down Delivery Date. (c) Prior Each Bring-Down Delivery Date, the Company shall, unless the Agents agree otherwise, cause to filing with be furnished to the Commission during Agents (A) the Prospectus written opinion and, if not included in such opinion, negative assurance letter of ▇▇▇▇▇▇▇ Coie LLP, counsel to the Company, dated as of the applicable Bring-Down Delivery Period any amendment or supplement Date and delivered within five Exchange Business Days after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, dated and delivered on such Principal Settlement Date, of the same tenor as the opinion and letter referred to in Section 5(a)(ii) hereof, but modified as necessary to relate to the Registration Statement relating to or covering Statement, the Certificates (other than an amendment by reason of Rule 429 under the 1933 Act) Prospectus or any amendment or supplement Permitted Free Writing Prospectus as amended and supplemented to the Prospectustime of delivery of such opinion and letter, or, in lieu of such opinion and letter, such counsel shall furnish the Agents with a letter substantially to the effect that the Agents may rely on the opinion and letters of such counsel referred to in Section 5(a)(ii), furnished to the Agents, to the same extent as though they were dated the date of such letter authorizing reliance (except that statements in such last opinion and letter of such counsel shall be deemed to relate to the Registration Statement, the Company will furnish a copy thereof Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the Underwriters, and the Company will not file any time of delivery of such amendment or supplement to which the Underwriters shall reasonably objectletter authorizing reliance). (d) The Each Bring-Down Delivery Date, the Company will advise shall, unless the Underwriters promptly Agents agree otherwise, cause Deloitte & Touche LLP to furnish to the Agents a “comfort” letter, dated as of the applicable Bring-Down Delivery Date and delivered within five Exchange Business Days after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, delivered on such Principal Settlement Date, of the same tenor as the letter referred to in Section 5(a)(iii) hereof, but modified to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the date of such letter, and, if the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall include or incorporate by reference the financial statements of any entity or business (other than the consolidated financial statements of the Company and its subsidiaries), the Company shall, if requested by the Agents, cause a firm of independent public accountants to furnish to the Agents a “comfort” letter, dated as of the applicable Bring-Down Delivery Date and delivered within five Exchange Business Days after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, delivered on such Principal Settlement Date, addressing such matters as the Agents may reasonably request. (e) At the time the Company delivers a Transaction Proposal to any Agent (i) when, during the Prospectus Delivery Period, any post-effective amendment to the Registration Statement relating to or covering the Certificates (other than any amendment by reason of Rule 429 under the 1933 Act) becomes effective, (ii) of any request or proposed request by the Commission for any amendment or supplement to the Registration Statement (insofar as the amendment or supplement relates to or covers the Certificates), for any amendment or supplement to the Prospectus or for any additional information with respect to the Certificates, (iii) of the issuance by the Commission, during the Prospectus Delivery Period, of any stop no order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to Section 8A under the initiation or threat Act shall be pending before or, to the knowledge of any such stop order proceedingthe Company, (iv) of receipt threatened by the Company Commission; the Prospectus and each Permitted Free Writing Prospectus shall have been timely filed with the Commission under the Act (in the case of any notification with respect a Permitted Free Writing Prospectus, to the extent required by Rule 433 under the Act); and all requests by the Commission for additional information shall have been complied with to the satisfaction of the Agents and no suspension of the qualification of the Certificates Shares for offering or sale in any jurisdiction jurisdiction, or of the initiation or threat threatening of any proceeding proceedings for that purpose any of such purposes, shall have occurred and be in effect; and (vii) of the occurrenceRegistration Statement, during the Prospectus Delivery Period, of or any event that makes Permitted Free Writing Prospectus shall not contain an untrue any statement of material fact or omit to state a material fact made required to be stated therein or necessary to make the statements therein, in the Registration Statement or any Prospectus or that requires light of the making of a change in or addition to the Registration Statement or any Prospectus in order to make any material statement therein circumstances under which they were made, not misleading. (ef) If, during Except as set forth in the Prospectus Delivery Periodlast sentence of Section 2(a), the Commission issues an order suspending Company shall reasonably cooperate with any reasonable due diligence review requested by any Agent or its counsel from time to time in connection with the effectiveness transactions contemplated hereby or any Terms Agreement, including, without limitation, (i) at the commencement of each intended Purchase Date and any Time of Sale or Settlement Date, providing information and making available appropriate documents and appropriate corporate officers of the Company and, upon reasonable request, representatives of Deloitte & Touche LLP (and, if the Registration Statement, the Prospectus or any Permitted Free-Writing Prospectus shall include or incorporate by reference the financial statements of any entity or business (other than the consolidated financial statements of the Company will make every reasonable effort to obtain and its subsidiaries), representatives of the lifting of independent public accountants that order at the earliest possible time. (faudited or reviewed such financial statements) The Company will endeavor to qualify the Certificates for offer and sale under the securities laws an update on diligence matters with representatives of such jurisdictions Agent and (ii) at each Bring-Down Delivery Date and otherwise as the Underwriters such Agent may reasonably request; provided, however, that this Section 5(f) shall not obligate providing information and making available documents and appropriate corporate officers of the Company to file and representatives of Deloitte & Touche LLP (and, if the Registration Statement, the Prospectus or any general consent to service Permitted Free-Writing Prospectus shall include or incorporate by reference the financial statements of process any entity or to qualify to do business in any jurisdiction (other than the consolidated financial statements of the Company and its subsidiaries), representatives of the independent public accountants that audited or as a dealer in securities in any jurisdiction in which it is not so qualifiedreviewed such financial statements) for one or more due diligence sessions with representatives of such Agent and its counsel. (g) The costs Company shall disclose, in its Quarterly Reports on Form 10-Q and expenses associated with in its Annual Report on Form 10-K and, if requested by the transactions contemplated by this Agreement shall be payable by UBSREI and LBHIAgents, as and in supplements to the extent provided in the respective Mortgage Loan Purchase Agreements. (h) The Company will file any documents and any amendments thereof as may be required Prospectus to be filed by it pursuant the Company with the Commission from time to time, the 1933 Act number of the Shares sold through the Agents under this Agreement and the Securities Exchange Act of 1934, as amended (the "1934 Act")any Terms Agreement, and the rules gross and regulations net proceeds to the Company from the sale of the Commission under the 1933 Act Shares and the 1934 Act, including, but not limited to, compensation paid by the filing Company with respect to sales of the Commission Shares pursuant to a Current this Agreement during the relevant quarter or, in the case of any such prospectus supplement, such shorter period as the Agents may reasonably request or, in the case of an Annual Report on Form 810-K, subject during the fiscal year covered by such Annual Report and the fourth quarter of such fiscal year. All opinions, letters and other documents referred to Section 4 hereof, of all Computational Materials in Sections 6(b) through (d) above shall be reasonably satisfactory in form and ABS Term Sheets in respect of substance to the Certificates furnished by either Underwriter and identified by it as suchAgent. Subject to compliance by each Underwriter with Section 4(b)(iv) and (vi) hereof, The Agent will provide the Company with such notice (which may be oral, and in such case, will file all such Computational Materials and ABS Term Sheets within be confirmed via e-mail as soon as reasonably practicable thereafter) as is reasonably practicable under the time period allotted for such filing pursuant circumstances when requesting an opinion, letter or other document referred to the No-Action Letters. Subject to compliance by each Underwriter with Section 4(b)(ivin Sections 6(b) and through (vid) hereof, the Company represents and warrants that, to the extent required by the No-Action Letters, the Company has timely filed with the Commission any Collateral Term Sheets previously delivered to it as contemplated by Section 4(b)(iv) hereofabove.

Additional Covenants of the Company. a) The Company covenants hereby agrees that until the Company consummates a Business Combination, it shall not issue any shares of Class B Common Stock or any options or other securities convertible into shares of any class of Class B Common Stock, or any shares of preferred stock which participate in any manner in the Trust Fund or which vote as a class with the respective Underwriters that:Class B Common Stock on a Business Combination. b) The Company hereby agrees that it will not commence its formal due diligence investigation of any operating business which the Company seeks to acquire (a“Target Business”) During or obtain the services of any vendor unless and until the Target Business or the vendor executes a waiver letter in the form attached hereto as Exhibit A and Exhibit B, respectively; provided that the Company may still enter into an agreement with any such period following parties if it believes that the date engagement would be in the best interest of this Agreement the Company’s stockholders. Furthermore, each officer and director of the Company shall execute a waiver letter in the form attached hereto as Exhibit C. c) The Company shall not take any action or omit to take any action which would cause a breach of any Prospectus is required of the Insider Letters executed between each Initial Stockholder and the Representatives and will not allow any amendments to, or waivers of, such Insider Letters without the prior written consent of either of the Representatives. d) The Company shall not take any action or omit to take any action that would cause the Company to be delivered under in breach or violation of its Certificate of Incorporation, as amended. Prior to the 1933 Act (the "Prospectus Delivery Period")consummation of a Business Combination, the Company will deliver not amend its Certificate of Incorporation, as amended, without the prior written consent of either of the Representatives. e) The Company shall provide counsel to each Underwriter such number of the Representatives with ten copies of each Prospectus all proxy information and all related material filed with the Commission in connection with a Business Combination concurrently with such filing with the Commission. In addition, the Company shall furnish any other state in which its initial public offering was registered such information as may be requested by such Underwriter may reasonably requeststate. (bf) During The Company agrees that: i) Only holders of the Prospectus Delivery PeriodClass B Common Stock are entitled to vote in connection with a proposed Business Combination; ii) Two-thirds of the Company's Board of Directors, including its two Class I Directors, Messrs. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇, must approve a Business Combination before it can be submitted to Class B Common stockholders for a vote; iii) Prior to the consummation of any Business Combination, the Company will file promptly submit such transaction to the Class B Common stockholders for their approval (“Business Combination Vote”) even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; iv) With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote, all of the shares of Class B Common Stock owned by them immediately prior to this Offering in accordance with the Commission any amendment vote of the holders of a majority of the Class B Common Stock acquired in this Offering; v) The Company will proceed with a Business Combination only if, at the meeting to approve the Business Combination, the holders of a majority of the Class B Common Stock, present in person or supplement to by proxy at the Registration Statement or any Prospectus relating to or covering meeting, vote in favor of the Certificates that may, Business Combination and Class B Common stockholders owning less than 20% of the outstanding Class B Common Stock vote against the Business Combination and exercise their conversion rights described in the judgment Prospectus; vi) in the event of an approved Business Combination, each outstanding share of Class B Common Stock will automatically convert into a share of common stock unless the Company or holder votes against the Underwriters, be required by the 1933 Act Business Combination and the rules and regulations of the Commission thereunder or requested by the Commission and approved by the Underwriters. (c) Prior to filing with the Commission during the Prospectus Delivery Period any amendment or supplement to the Registration Statement relating to or covering the Certificates (other than an amendment by reason of Rule 429 under the 1933 Act) or any amendment or supplement to exercises its conversion rights described in the Prospectus; vii) Following the completion of a Business Combination, the Company will furnish have only one class of common stock outstanding; viii) In the event the Company is unable to complete a copy thereof Business Combination within the specified period, $8.08 per share of Class B Common Stock held in the Trust Fund, plus a pro-rata share of the interest earned on the Trust Fund in excess of the lesser of $1,200,000 or 50% of such interest, will be distributed to the UnderwritersClass B Common stockholders, and the Company will not file any such amendment or supplement to which be dissolved, in each case after compliance with the Underwriters shall reasonably objectDelaware law. (dg) The Company agrees that it will advise use its best efforts to prevent the Underwriters promptly (Company from becoming subject to Rule 419 under the Act prior to the consummation of any Business Combination, including but not limited to using its best efforts to prevent any of the Company’s outstanding securities from being deemed to be a “▇▇▇▇▇ stock” as defined in Rule 3a5l-1 under the Exchange Act during such period. h) The Company shall cause each of the Initial Stockholders to agree that, in order to minimize potential conflicts of interest which may arise from multiple affiliations, the Initial Stockholders will present to the Company for its consideration, prior to presentation to any other person or company, any suitable opportunity to acquire an operating business, until the earlier of the consummation by the Company of a Business Combination, the liquidation of the Company or until such time as the Initial Stockholders cease to be an officer or director of the Company, subject to any pre-existing fiduciary obligations the Initial Stockholders might have. i) when, during The Company agrees that the Prospectus Delivery Period, any post-effective amendment initial Target Business that it acquires must have a fair market value equal to at least 80% of the Registration Statement relating to or covering Company’s net assets at the Certificates (other than any amendment by reason time of Rule 429 under the 1933 Act) becomes effective, (ii) such acquisition. The fair market value of any request or proposed request such business must be determined by the Commission for any amendment or supplement Board of Directors of the Company based upon standards generally accepted by the financial community, such as actual and potential sales, earnings and cash flow and book value. If the Board of Directors of the Company is not able to independently determine that the Registration Statement (insofar as target business has a fair market value of at least 80% of the amendment or supplement relates to or covers Company’s fair market value at the Certificates)time of such acquisition, for any amendment or supplement to the Prospectus or for any additional information Company will obtain an opinion from an unaffiliated, independent investment banking firm which is a member of the NASD with respect to the Certificatessatisfaction of such criteria. The Company is not required to obtain an opinion from an investment banking firm as to the fair market value if the Company’s Board of Directors independently determines that the Target Business does have sufficient fair market value. j) The Company agrees that, until the consummation of a Business Combination as contemplated in the Prospectus, in the event that it intends to engage any person or entity, regardless of NASD association or affiliation, to assist it in its search for a merger candidate or to provide any other merger and acquisition services, the Company will, prior to such engagement (iiia) provide the following information to the Representatives (i) complete details of all services and copies of agreements governing said services and (ii) any documents or materials reasonably requested by the Representatives, such that the Representatives may provide to the NASD a justification as to why the person or entity providing the merger and acquisition services should not be considered an “underwriter and related person” as defined in Rule 2710(a)(6) of the issuance by the Commission, during the Prospectus Delivery Period, NASD Conduct Rules; (b) make proper disclosure of any stop order suspending the effectiveness of the Registration Statement such arrangement or the initiation or threat of any such stop order proceeding, (iv) of receipt by the Company of any notification with respect to the suspension of the qualification of the Certificates for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose and (v) of the occurrence, during the Prospectus Delivery Period, of any event that makes untrue any statement of a material fact made potential arrangement in the Registration Statement or any Prospectus or that requires Statement; and (c) and cooperate with the making of a change Representatives in or addition submitting such information to the Registration Statement or any Prospectus in order to make any material statement therein not misleadingNASD for review and approval. (e) If, during the Prospectus Delivery Period, the Commission issues an order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the lifting of that order at the earliest possible time. (fk) The Company will endeavor to qualify agrees that until the Certificates for offer and sale under the securities laws consummation of such jurisdictions a Business Combination as the Underwriters may reasonably request; provided, however, that this Section 5(f) shall not obligate the Company to file any general consent to service of process or to qualify to do business in any jurisdiction or as a dealer in securities in any jurisdiction in which it is not so qualified. (g) The costs and expenses associated with the transactions contemplated by this Agreement shall be payable by UBSREI and LBHI, as and to the extent provided in the respective Mortgage Loan Purchase Agreements. (h) The Company Prospectus, it will file any documents and any amendments thereof as may be required use its best efforts to be filed by it pursuant to the 1933 Act and the Securities Exchange Act of 1934, as amended (the "1934 Act"), and comply with the rules and regulations of the Commission under the 1933 Exchange Act with respect to (a) the furnishing and content of proxy statements related to the 1934 Act, including, but not limited to, Business Combination; and (b) the requirements and filing with the Commission pursuant to a Current Report deadlines for current reports on Form 8-K, subject to Section 4 hereof, of all Computational Materials and ABS Term Sheets in respect of the Certificates furnished by either Underwriter and identified by it as such. Subject to compliance by each Underwriter with Section 4(b)(iv) and (vi) hereof, the Company will file all such Computational Materials and ABS Term Sheets within the time period allotted for such filing pursuant to the No-Action Letters. Subject to compliance by each Underwriter with Section 4(b)(iv) and (vi) hereof, the Company represents and warrants that, to the extent required by the No-Action Letters, the Company has timely filed with the Commission any Collateral Term Sheets previously delivered to it as contemplated by Section 4(b)(iv) hereof.K.

Additional Covenants of the Company. The Company further covenants and agrees with the respective Underwriters thatKeyBanc as follows: (a) During Each delivery of a Transaction Notice by the Company and each execution and delivery by the Company of a Terms Agreement shall be deemed to be (i) an affirmation that the representations, warranties and agreements of the Company and the Operating Partnership herein contained and contained in any certificate delivered to KeyBanc pursuant hereto are true and correct at such period following Time of Delivery or the date of such Terms Agreement, as the case may be, and (ii) an undertaking that such representations, warranties and agreements will be true and correct on any applicable Time of Sale and Settlement Date (it being understood that such representations, warranties and agreements shall relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of such Transaction Notice or Terms Agreement, as the case may be). (b) Each time that (i) the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall be amended or supplemented (including, except as noted in the proviso at the end of this Agreement Section 6(b), by the filing of any Incorporated Document, but excluding any prospectus supplement filed pursuant to Section 4(b) hereof), (ii) there is a Principal Settlement Date pursuant to a Terms Agreement, or (iii) otherwise as KeyBanc shall reasonably request on the advice of outside counsel, provided that KeyBanc shall not make such a request during periods that the Company is not proposing an Agency Transaction to KeyBanc pursuant to the delivery of a Transaction Notice (each date referred to clauses (i), (ii) and (iii) above, a “Bring-Down Delivery Date”), the Company shall, unless KeyBanc agrees otherwise, furnish or cause to be furnished to KeyBanc certificates, dated and delivered as of the applicable Bring-Down Delivery Date, of the same tenor as the certificates referred to in Sections 5(a)(i) and 5(b)(i) hereof, modified as necessary to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificate, or, in lieu of such certificates, certificates to the effect that the statements contained in the certificate referred to in Section 5(a)(i) and the statements contained in the certificate referred to in Section 5(b)(i) hereof furnished to KeyBanc are true and correct as of such Bring-Down Delivery Date (except that such statements shall be deemed to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificate); provided, however, that the filing of a Current Report on Form 8-K will not constitute a Bring-Down Delivery Date unless (A) (x) such Current Report on Form 8-K is filed at any time during which any Prospectus either a Transaction Notice is binding and the Company has not suspended the use thereof (and prior to the settlement of the Shares specified therein) or a prospectus relating to the Shares is required to be delivered under the 1933 Act and (y) KeyBanc has reasonably requested that such date be deemed to be a Bring-Down Delivery Date based upon the "Prospectus Delivery Period"), event or events reported in such Current Report on Form 8-K within five Business Days of the Company will deliver to each Underwriter such number of copies of each Prospectus as such Underwriter may reasonably request. (b) During the Prospectus Delivery Period, the Company will file promptly filing thereof with the Commission any amendment or supplement (B) such Current Report on Form 8-K is required pursuant to the Registration Statement or any Prospectus relating to or covering the Certificates that may, in the judgment of the Company or the Underwriters, be required by the 1933 Act and the rules and regulations of the Commission thereunder or requested by the Commission and approved by the UnderwritersSection 2(i). (c) Prior At each Bring-Down Delivery Date, the Company shall, unless KeyBanc agrees otherwise, cause to filing with be furnished to KeyBanc (A) the Commission during written opinions and negative assurance letter of ▇▇▇▇▇ Lord LLP, counsel for the Prospectus Company, each dated and delivered as of the applicable Bring-Down Delivery Period any amendment or supplement Date, of the same tenor as the opinions and letter referred to in Sections 5(a)(ii) and 5(a)(iii) hereof, respectively, but modified as necessary to relate to the Registration Statement relating to or covering Statement, the Certificates (other than an amendment by reason of Rule 429 under the 1933 Act) Prospectus or any amendment or supplement Permitted Free Writing Prospectus as amended and supplemented to the Prospectustime of delivery of such opinions and letter, or, in lieu of such opinions and letter, such counsel shall furnish KeyBanc with letters substantially to the effect that KeyBanc may rely on the opinions and letter referred to in Sections 5(a)(ii) and 5(a)(iii), furnished to KeyBanc, to the same extent as though they were dated the date of such letters authorizing reliance (except that statements in such last opinions shall be deemed to relate to the Registration Statement, the Company will furnish a copy thereof Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the Underwriters, and the Company will not file any time of delivery of such amendment or supplement to which the Underwriters shall reasonably objectletters authorizing reliance). (d) The At each Bring-Down Delivery Date, the Company will advise shall, unless KeyBanc agrees otherwise, cause Ernst & Young LLP to furnish to KeyBanc a “comfort” letter, dated and delivered as of the Underwriters promptly applicable Bring-Down Delivery Date, of the same tenor as the letter referred to in Section 5(a)(v) hereof, but modified to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the date of such letter. (i) when, during the Prospectus Delivery Period, any post-effective amendment to the Registration Statement relating to or covering the Certificates (other than any amendment by reason of Rule 429 under the 1933 Act) becomes effective, (ii) of any request or proposed request by the Commission for any amendment or supplement to the Registration Statement (insofar as the amendment or supplement relates to or covers the Certificates), for any amendment or supplement to the Prospectus or for any additional information with respect to the Certificates, (iii) of the issuance by the Commission, during the Prospectus Delivery Period, of any stop No order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to Section 8A under the initiation or threat Act shall be pending before or, to the knowledge of any such stop order proceedingthe Company, (iv) of receipt threatened by the Company Commission; the Prospectus and each Permitted Free Writing Prospectus shall have been timely filed with the Commission under the Act (in the case of any notification with respect a Permitted Free Writing Prospectus, to the extent required by Rule 433 under the Act); and all requests by the Commission for additional information shall have been complied with to the satisfaction of KeyBanc and no suspension of the qualification of the Certificates Shares for offering or sale in any jurisdiction jurisdiction, or of the initiation or threat threatening of any proceeding proceedings for that purpose any of such purposes, will have occurred and be in effect at the time the Company delivers a Transaction Notice; and (vii) of the occurrence, during the Prospectus Delivery Period, of any event that makes untrue any statement of a material fact made in the Registration Statement or any Prospectus or that requires the making of a change in or addition to the Registration Statement or any Prospectus in order to make any material statement therein not misleading. (e) If, during the Prospectus Delivery Period, the Commission issues an order suspending the effectiveness of the Registration Statement, the Company will Prospectus or any Permitted Free Writing Prospectus shall not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make every reasonable effort to obtain the lifting statements therein, in the light of that order the circumstances under which they were made, not misleading at the earliest possible timetime the Company delivers a Transaction Notice. (f) The Company will endeavor shall reasonably cooperate with any reasonable due diligence review requested by KeyBanc or its counsel from time to qualify time in connection with the Certificates transactions contemplated hereby or any Terms Agreement, including, without limitation, (i) at the commencement of each intended Purchase Date and any Time of Sale or Settlement Date, making available appropriate corporate officers of the Company and, upon reasonable request, representatives of Ernst & Young LLP for offer an update on diligence matters with representatives of KeyBanc and sale under the securities laws of such jurisdictions (ii) at each Bring-Down Delivery Date or otherwise as the Underwriters KeyBanc may reasonably request; provided, however, that this Section 5(f) shall not obligate providing information and making available documents and appropriate corporate officers of the Company to file any general consent to service and representatives of process Ernst & Young LLP for one or to qualify to do business in any jurisdiction or as a dealer in securities in any jurisdiction in which it is not so qualifiedmore due diligence sessions with representatives of KeyBanc and its counsel. (g) The costs and expenses associated with the transactions contemplated by this Agreement Company shall be payable by UBSREI and LBHIdisclose, as and to the extent provided in the respective Mortgage Loan Purchase Agreements. (h) The Company will file any documents and any amendments thereof as may be required to be filed by it pursuant to the 1933 Act and the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the rules and regulations of the Commission under the 1933 Act and the 1934 Act, including, but not limited to, the filing with the Commission pursuant to a Current Report its quarterly reports on Form 810-K, subject to Section 4 hereof, of all Computational Materials Q and ABS Term Sheets in respect of the Certificates furnished by either Underwriter and identified by it as such. Subject to compliance by each Underwriter with Section 4(b)(iv) and (vi) hereof, the Company will file all such Computational Materials and ABS Term Sheets within the time period allotted for such filing pursuant to the Noannual reports on Form 10-Action Letters. Subject to compliance by each Underwriter with Section 4(b)(iv) and (vi) hereof, the Company represents and warrants thatK or, to the extent required by applicable law and SEC interpretations thereof, prospectus supplements, to be filed by the No-Action LettersCompany from time to time, the number of the Shares sold through the Agents under this Agreement and any Terms Agreement, the net proceeds to the Company has timely filed from the sale of the Shares and the compensation paid by the Company with respect to sales of the Commission any Collateral Term Sheets previously delivered Shares pursuant to it this Agreement during the relevant quarter or such shorter period determined by the Company, as contemplated by Section 4(b)(ivthe case may be. All opinions, letters and other documents referred to in Sections 6(b) hereofthrough (d) above shall be reasonably satisfactory in form and substance to KeyBanc. KeyBanc will provide the Company with such notice (which may be oral, and in such case, will be confirmed via e-mail or facsimile as soon as reasonably practicable thereafter) as is reasonably practicable under the circumstances when requesting an opinion, letter or other document referred to in Sections 6(b) through (d) above.

Additional Covenants of the Company. The Company covenants with the respective Underwriters that: (a) During If the Shares or any other securities then subject to the Option are then listed on the NYSE, the Company, upon the occurrence of an Exercise Event, will promptly file an application to list on the NYSE the Shares or other securities then subject to the Option and will use all reasonable efforts to cause such period following the date of this Agreement in which any Prospectus is required listing application to be delivered under the 1933 Act (the "Prospectus Delivery Period"), the Company will deliver to each Underwriter such number of copies of each Prospectus approved as such Underwriter may reasonably requestpromptly as practicable. (b) During the Prospectus Delivery Period, the The Company will file promptly use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to permit the exercise of the Option in accordance with the Commission terms and conditions hereof, as soon as practicable after the date hereof, including making any amendment or supplement appropriate filing pursuant to the Registration Statement HSR Act and any other applicable law, supplying as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other applicable law, and taking all other actions necessary to cause the expiration or any Prospectus relating to or covering the Certificates that may, in the judgment termination of the Company or applicable waiting periods under the Underwriters, be required by the 1933 HSR Act and the rules and regulations of the Commission thereunder or requested by the Commission and approved by the Underwritersas soon as practicable. (c) Prior The Company agrees not to filing with the Commission during the Prospectus Delivery Period any avoid or seek to avoid (whether by charter amendment or supplement through reorganization, consolidation, merger, issuance of rights, dissolution or sale of assets, or by any other voluntary act) the observance or performance of any of the covenants, agreements or conditions to the Registration Statement relating to be observed or covering the Certificates (other than an amendment performed hereunder by reason of Rule 429 under the 1933 Act) or any amendment or supplement to the Prospectus, the Company will furnish a copy thereof to the Underwriters, and the Company will not file any such amendment or supplement to which the Underwriters shall reasonably objectit. (d) The Company will advise the Underwriters promptly shall take all such steps as may be required to cause any acquisitions or dispositions by Grantee (i) when, during the Prospectus Delivery Period, or any post-effective amendment affiliate who may become subject to the Registration Statement relating to or covering reporting requirements of Section 16(a) of the Certificates (other than any amendment by reason of Rule 429 under the 1933 Exchange Act) becomes effective, (ii) of any request Shares acquired in connection with this Agreement (through conversion or proposed request by the Commission for any amendment or supplement to the Registration Statement (insofar as the amendment or supplement relates to or covers the Certificates), for any amendment or supplement to the Prospectus or for any additional information with respect to the Certificates, (iii) exercise of the issuance by Option or otherwise) to be exempt under Rule 16b-3 promulgated under the Commission, during the Prospectus Delivery Period, of any stop order suspending the effectiveness of the Registration Statement or the initiation or threat of any such stop order proceeding, Exchange Act. (ive) of Upon receipt by the Company of any notification with respect evidence reasonably satisfactory to the suspension it of the qualification loss, theft, destruction or mutilation of the Certificates for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose this Agreement, and (vin the case of loss, theft or destruction) of the occurrencereasonably satisfactory indemnification, during the Prospectus Delivery Periodand upon surrender and cancellation of this Agreement, of any event that makes untrue any statement of a material fact made in the Registration Statement or any Prospectus or that requires the making of a change in or addition to the Registration Statement or any Prospectus in order to make any material statement therein not misleading. (e) If, during the Prospectus Delivery Period, the Commission issues an order suspending the effectiveness of the Registration Statementif mutilated, the Company will make every reasonable effort to obtain the lifting execute and deliver a new Agreement of that order at the earliest possible timelike tenor and date. (f) The Company will endeavor to qualify the Certificates for offer and sale under the securities laws of such jurisdictions as the Underwriters may reasonably request; provided, however, that this Section 5(f) shall not obligate the Company to file any general consent to service of process or to qualify to do business in any jurisdiction or as a dealer in securities in any jurisdiction in which it is not so qualified. (g) The costs and expenses associated with the transactions contemplated by this Agreement shall be payable by UBSREI and LBHI, as and to the extent provided in the respective Mortgage Loan Purchase Agreements. (h) The Company will file any documents and any amendments thereof as may be required to be filed by it pursuant to the 1933 Act and the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the rules and regulations of the Commission under the 1933 Act and the 1934 Act, including, but not limited to, the filing with the Commission pursuant to a Current Report on Form 8-K, subject to Section 4 hereof, of all Computational Materials and ABS Term Sheets in respect of the Certificates furnished by either Underwriter and identified by it as such. Subject to compliance by each Underwriter with Section 4(b)(iv) and (vi) hereof, the Company will file all such Computational Materials and ABS Term Sheets within the time period allotted for such filing pursuant to the No-Action Letters. Subject to compliance by each Underwriter with Section 4(b)(iv) and (vi) hereof, the Company represents and warrants that, to the extent required by the No-Action Letters, the Company has timely filed with the Commission any Collateral Term Sheets previously delivered to it as contemplated by Section 4(b)(iv) hereof.

Additional Covenants of the Company. The Company further covenants and agrees with the respective Underwriters thatDBSI as follows: (a) During Each acceptance of a Transaction Notice by the Company and each execution and delivery by the Company of a Terms Agreement shall be deemed to be (i) an affirmation that the representations, warranties and agreements of the Company herein contained and contained in any certificate delivered to DBSI pursuant hereto are true and correct at such period following Time of Acceptance or the date of such Terms Agreement, as the case may be, and (ii) an undertaking that such representations, warranties and agreements will be true and correct on any applicable Time of Sale and Settlement Date, as though made at and as of each such time (it being understood that such representations, warranties and agreements shall relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of such Transaction Notice or Terms Agreement, as the case may be). (b) Each time that (i) the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall be amended or supplemented (including, except as noted in the proviso at the end of this Agreement Section 6(b), by the filing of any Incorporated Document, but excluding any prospectus supplement filed pursuant to Section 4(b) hereof), (ii) there is a Principal Settlement Date pursuant to a Terms Agreement, or (iii) otherwise as DBSI shall reasonably request, provided that DBSI shall not make such a request during periods that the Company is not proposing any Agency Transaction to DBSI (each date referred to clauses (i), (ii) and (iii) above, a “Bring-Down Delivery Date”), the Company shall, unless DBSI agrees otherwise, furnish or cause to be furnished to DBSI a certificate, dated and delivered as of the applicable Bring-Down Delivery Date, of the same tenor as the certificate referred to in Section 5(a)(i) hereof, modified as necessary to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificate, or, in lieu of such certificate, a certificate to the effect that the statements contained in the certificate referred to in Section 5(a)(i) hereof furnished to DBSI are true and correct as of such Bring-Down Delivery Date as though made at and as of such date (except that such statements shall be deemed to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificate); provided, however, that the filing of a Current Report on Form 8-K will not constitute a Bring-Down Delivery Date unless (A) (x) such Current Report on Form 8-K is filed at any time during which any Prospectus either a Transaction Notice is binding and the Company has not suspended the use thereof (and prior to the settlement of the Shares specified therein) or a prospectus relating to the Shares is required to be delivered under the 1933 Act (the "Prospectus Delivery Period"), the Company will deliver to each Underwriter such number of copies of each Prospectus as such Underwriter may reasonably request. (b) During the Prospectus Delivery Period, the Company will file promptly with the Commission any amendment or supplement to the Registration Statement or any Prospectus relating to or covering the Certificates that may, in the judgment of the Company or the Underwriters, be required by the 1933 Act and (y) DBSI has reasonably requested that such date be deemed to be a Bring-Down Delivery Date based upon the rules and regulations of the Commission thereunder event or requested by the Commission and approved by the Underwritersevents reported in such Current Report on Form 8-K or (B) such Current Report on Form 8-K is required pursuant to Section 2(i). (c) Prior Each Bring-Down Delivery Date, the Company shall, unless DBSI agrees otherwise, cause to filing with be furnished to DBSI (A) the Commission during written opinion and negative assurance letter of Manatt, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP, special counsel to the Prospectus Company and of the General Counsel of the Company, each dated and delivered as of the applicable Bring-Down Delivery Period any amendment or supplement Date, of the same tenor as the opinions and letter referred to in Sections 5(a)(ii) and 5(a)(iii) hereof, respectively, but modified as necessary to relate to the Registration Statement relating to or covering Statement, the Certificates (other than an amendment by reason of Rule 429 under the 1933 Act) Prospectus or any amendment or supplement Permitted Free Writing Prospectus as amended and supplemented to the Prospectustime of delivery of such opinions and letter, or, in lieu of such opinions and letter, such counsel and General Counsel shall furnish DBSI with letters substantially to the effect that DBSI may rely on the opinions and letter referred to in Sections 5(a)(ii) and 5(a)(iii), furnished to DBSI, to the same extent as though they were dated the date of such letters authorizing reliance (except that statements in such last opinions shall be deemed to relate to the Registration Statement, the Company will furnish a copy thereof Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the Underwriters, and the Company will not file any time of delivery of such amendment or supplement to which the Underwriters shall reasonably objectletters authorizing reliance). (d) The Each Bring-Down Delivery Date, the Company will advise shall, unless DBSI agrees otherwise, cause KPMG LLP to furnish to DBSI a “comfort” letter, dated and delivered as of the Underwriters promptly applicable Bring-Down Delivery Date, of the same tenor as the letter referred to in Section 5(a)(iv) hereof, but modified to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the date of such letter. (i) when, during the Prospectus Delivery Period, any post-effective amendment to the Registration Statement relating to or covering the Certificates (other than any amendment by reason of Rule 429 under the 1933 Act) becomes effective, (ii) of any request or proposed request by the Commission for any amendment or supplement to the Registration Statement (insofar as the amendment or supplement relates to or covers the Certificates), for any amendment or supplement to the Prospectus or for any additional information with respect to the Certificates, (iii) of the issuance by the Commission, during the Prospectus Delivery Period, of any stop No order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to Section 8A under the initiation Act shall be pending before or threat of any such stop order proceeding, (iv) of receipt threatened by the Company Commission; the Prospectus and each Permitted Free Writing Prospectus shall have been timely filed with the Commission under the Act (in the case of any notification with respect an Permitted Free Writing Prospectus, to the extent required by Rule 433 under the Act); and all requests by the Commission for additional information shall have been complied with to the satisfaction of DBSI and no suspension of the qualification of the Certificates Shares for offering or sale in any jurisdiction jurisdiction, or of the initiation or threat threatening of any proceeding proceedings for that purpose any of such purposes, will have occurred and be in effect at the time the Company accepts a Transaction Notice; and (vii) of the occurrence, during the Prospectus Delivery Period, of any event that makes untrue any statement of a material fact made in the Registration Statement or any Prospectus or that requires the making of a change in or addition to the Registration Statement or any Prospectus in order to make any material statement therein not misleading. (e) If, during the Prospectus Delivery Period, the Commission issues an order suspending the effectiveness of the Registration Statement, the Company will Prospectus or any Permitted Free Writing Prospectus shall not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make every reasonable effort to obtain the lifting statements therein, in the light of that order the circumstances under which they were made, not misleading at the earliest possible timetime the Company accepts a Transaction Notice. (f) The Company will endeavor shall reasonably cooperate with any reasonable due diligence review requested by DBSI or its counsel from time to qualify time in connection with the Certificates transactions contemplated hereby or any Terms Agreement, including, without limitation, (i) at the commencement of each intended Purchase Date and any Time of Sale or Settlement Date, making available appropriate corporate officers of the Company and, upon reasonable request, representatives of KPMG LLP for offer an update on diligence matters with representatives of DBSI and sale under the securities laws of such jurisdictions (ii) at each Bring-Down Delivery Date or otherwise as the Underwriters DBSI may reasonably request; provided, however, that this Section 5(f) shall not obligate providing information and making available documents and appropriate corporate officers of the Company to file any general consent to service and representatives of process KPMG LLP for one or to qualify to do business in any jurisdiction or as a dealer in securities in any jurisdiction in which it is not so qualifiedmore due diligence sessions with representatives of DBSI and its counsel. (g) The costs and expenses associated with the transactions contemplated Company shall disclose, in its quarterly reports on Form 10-Q, in its annual report on Form 10-K and, if requested by this Agreement shall be payable by UBSREI and LBHIDBSI, as and to the extent provided in the respective Mortgage Loan Purchase Agreements. (h) The Company will file any documents and any amendments thereof as may be required prospectus supplements to be filed by it the Company from time to time, the number of the Shares sold through the Agents under this Agreement and any Terms Agreement, the net proceeds to the Company from the sale of the Shares and the compensation paid by the Company with respect to sales of the Shares pursuant to this Agreement during the 1933 Act and relevant quarter or such shorter period determined by the Securities Exchange Act of 1934Company, as amended the case may be. All opinions, letters and other documents referred to in Sections 6(b) through (d) above shall be reasonably satisfactory in form and substance to DBSI. DBSI will provide the "1934 Act")Company with such notice (which may be oral, and the rules and regulations of the Commission in such case, will be confirmed via e-mail or facsimile as soon as reasonably practicable thereafter) as is reasonably practicable under the 1933 Act and the 1934 Actcircumstances when requesting an opinion, including, but not limited to, the filing with the Commission pursuant letter or other document referred to a Current Report on Form 8-K, subject to Section 4 hereof, of all Computational Materials and ABS Term Sheets in respect of the Certificates furnished by either Underwriter and identified by it as such. Subject to compliance by each Underwriter with Section 4(b)(ivSections 6(b) and through (vid) hereof, the Company will file all such Computational Materials and ABS Term Sheets within the time period allotted for such filing pursuant to the No-Action Letters. Subject to compliance by each Underwriter with Section 4(b)(iv) and (vi) hereof, the Company represents and warrants that, to the extent required by the No-Action Letters, the Company has timely filed with the Commission any Collateral Term Sheets previously delivered to it as contemplated by Section 4(b)(iv) hereofabove.

Additional Covenants of the Company. The Company covenants with the respective Underwriters that: (a) During such period following the date of this Agreement in which any Prospectus is required to be delivered under the 1933 Act (the "Prospectus Delivery Period"), the Company will deliver to each Underwriter such number of copies of each Prospectus as such Underwriter may reasonably request. (b) During the Prospectus Delivery Period, the Company will file promptly with the Commission any amendment or supplement to the Registration Statement or any Prospectus relating to or covering the Certificates that may, in the judgment of the Company or the Underwriters, be required by the 1933 Act and the rules and regulations of the Commission thereunder or requested by the Commission and approved by the Underwriters. (c) Prior to filing with the Commission during the Prospectus Delivery Period any amendment or supplement to the Registration Statement relating to or covering the Certificates (other than an amendment by reason of Rule 429 under the 1933 Act▇▇▇▇ ▇▇▇) or any amendment or supplement to the Prospectus, the Company will furnish a copy thereof to the Underwriters, and the Company will not file any such amendment or supplement to which the Underwriters shall reasonably object. (d) The Company will advise the Underwriters promptly (i) when, during the Prospectus Delivery Period, any post-effective amendment to the Registration Statement relating to or covering the Certificates (other than any amendment by reason of Rule 429 under the 1933 Act▇▇▇▇ ▇▇▇) becomes effective, (ii) of any request or proposed request by the Commission for any amendment or supplement to the Registration Statement (insofar as the amendment or supplement relates to or covers the Certificates), for any amendment or supplement to the Prospectus or for any additional information with respect to the Certificates, (iii) of the issuance by the Commission, during the Prospectus Delivery Period, of any stop order suspending the effectiveness of the Registration Statement or the initiation or threat of any such stop order proceeding, (iv) of receipt by the Company of any notification with respect to the suspension of the qualification of the Certificates for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose and (v) of the occurrencehappening, during the Prospectus Delivery Period, of any event that makes untrue any statement of a material fact made in the Registration Statement or any Prospectus or that requires the making of a change in or addition to the Registration Statement or any Prospectus in order to make any material statement therein not misleading. (e) If, during the Prospectus Delivery Period, the Commission issues an order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the lifting of that order at the earliest possible time. (f) The Company will endeavor to qualify the Certificates for offer and sale under the securities laws of such jurisdictions as the Underwriters may reasonably request; provided, however, that this Section 5(f) shall not obligate the Company to file any general consent to service of process or to qualify to do business in any jurisdiction or as a dealer in securities in any jurisdiction in which it is not so qualified. (g) The costs and expenses associated with the transactions contemplated by this Agreement shall be payable by UBSREI and LBHI, as and to the extent provided in the respective Mortgage Loan Purchase Agreements. (h) The Company will file any documents and any amendments thereof as may be required to be filed by it pursuant to the 1933 Act and the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the rules and regulations of the Commission under the 1933 Act and the 1934 Act, including, but not limited to, the filing with the Commission pursuant to a Current Report on Form 8-K, subject to Section 4 hereof, of all Computational Materials and ABS Term Sheets in respect of the Certificates furnished by either Underwriter and identified by it as such. Subject to compliance by each Underwriter with Section 4(b)(iv) and (vi) hereof, the Company will file all such Computational Materials and ABS Term Sheets within the time period allotted for such filing pursuant to the No-Action Letters. Subject to compliance by each Underwriter with Section 4(b)(iv) and (vi) hereof, the Company represents and warrants that, to the extent required by the No-Action Letters, the Company has timely filed with the Commission any Collateral Term Sheets previously delivered to it as contemplated by Section 4(b)(iv) hereof.

Additional Covenants of the Company. The Company further covenants and agrees with the respective Underwriters thatUnderwriter as follows: (a) During such period following Each delivery of a Purchase Notice by the date of this Agreement in which any Prospectus is required Company to the Underwriter shall be deemed to be delivered under an affirmation that the 1933 Act (the "Prospectus Delivery Period"), representations and warranties of the Company herein contained and contained in any certificate delivered to the Underwriter pursuant hereto are true and correct at the time of such delivery, and an undertaking that such representations and warranties will deliver be true and correct at the time of the consummation of the purchase by the Underwriter, and at the time of delivery to each the Underwriter such number of copies Shares pursuant to the Purchase Notice, as though made at and as of each such time (it being understood that such representations and warranties shall relate to the Registration Statement and Prospectus as amended and supplemented to the time of such Underwriter may reasonably requestPurchase Notice). (b) During Each time that the Registration Statement or the Prospectus Delivery Periodshall be amended or supplemented (including by the filing of any document incorporated by reference therein, but excluding any prospectus supplement relating solely to the offering of Shares pursuant to a Purchase Notice), the Company will file promptly shall furnish or cause to be furnished to the Underwriter forthwith a certificate, dated the date of filing with the Commission any or the date of effectiveness of such amendment or supplement supplement, as applicable, in form satisfactory to the Underwriter, to the effect that the statements contained in the certificate referred to in Section 4(a)(i) hereof are true and correct at the time of the filing or effectiveness of such amendment or supplement, as applicable, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement or any and the Prospectus relating as amended and supplemented to or covering the Certificates that maysuch time) or, in lieu of such certificate, a certificate of the judgment same tenor as the certificate referred to Section 4(a)(i) hereof, modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate. Any such certificate shall also include a certification that there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company or and its subsidiaries considered as one enterprise since the Underwriters, be required by the 1933 Act and the rules and regulations date of the Commission thereunder or requested by last such certificate previously delivered to the Commission and approved by the UnderwritersUnderwriter. (c) Prior Each time that the Registration Statement or the Prospectus shall be amended or supplemented (including by the filing of any document incorporated by reference therein, but excluding any prospectus supplement relating solely to the offering of Shares pursuant to a Purchase Notice), the Company shall furnish or cause to be furnished forthwith to the Underwriter and to counsel for the Underwriter the written opinions of Mintz, Levin, Cohn, Ferris, Glovsky & Popeo PC, ▇▇▇▇ and ▇▇▇▇ LLP, and ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, or other counsel satisfactory to the Underwriter, dated the date of filing with the Commission during or the Prospectus Delivery Period any date of effectiveness of such amendment or supplement supplement, as applicable, in form and substance satisfactory to the Underwriter, of the same tenor as the respective opinions of such counsel referred to in Section 4(a)(ii) hereof, but modified as necessary to relate to the Registration Statement relating to or covering and the Certificates (other than an amendment by reason of Rule 429 under the 1933 Act) or any amendment or supplement Prospectus as amended and supplemented to the Prospectustime of delivery of such opinion or, in lieu of such opinion, counsel last furnishing such opinion to the Underwriter shall furnish the Underwriter with a letter substantially to the effect that the Underwriter may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance). (d) On or prior to May 11, 2001, the Company will shall cause PricewaterhouseCoopers LLP to furnish a copy thereof to the UnderwritersUnderwriter a letter, and dated the date of delivery thereof, in the form heretofore approved by ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP. Each time that the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information (including by the filing of any document incorporated by reference therein), the Company will not file shall cause PricewaterhouseCoopers LLP forthwith to furnish to the Underwriter a letter, dated the date of filing with the Commission or the date of effectiveness of such amendment or supplement, as applicable, of the same tenor as the letter referred to in Section 4(a)(iii) hereof, but modified to relate to the Registration Statement and Prospectus as amended and supplemented to the date of such letter. Without limiting the generality of the foregoing, in the event that any such amendment or supplement to which the Underwriters (including any document incorporated by reference) contains unaudited quarterly financial statements, such letter shall reasonably object. (d) The Company will advise the Underwriters promptly (i) when, during the Prospectus Delivery Period, any post-effective amendment to the Registration Statement relating to or covering the Certificates (other than any amendment by reason of Rule 429 under the 1933 Act) becomes effective, (ii) of any request or proposed request by the Commission for any amendment or supplement to the Registration Statement (insofar as the amendment or supplement relates to or covers the Certificates), for any amendment or supplement to the Prospectus or for any additional information with respect to the Certificates, (iii) of the issuance by the Commission, during the Prospectus Delivery Period, of any stop order suspending the effectiveness of the Registration Statement or the initiation or threat of any address such stop order proceeding, (iv) of receipt by the Company of any notification with respect to the suspension of the qualification of the Certificates for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose and (v) of the occurrence, during the Prospectus Delivery Period, of any event that makes untrue any statement of a material fact made unaudited financial statements in the Registration Statement or any Prospectus or that requires the making of a change in or addition to the Registration Statement or any Prospectus in order to make any material statement therein not misleadingmanner heretofore approved by ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP. (e) If, during the Prospectus Delivery Period, the Commission issues an order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the lifting of that order at the earliest possible time. (f) The Company will endeavor to qualify the Certificates for offer and sale under the securities laws of such jurisdictions as the Underwriters may reasonably request; provided, however, that this Section 5(f) shall not obligate the Company to file any general consent to service of process or to qualify to do business in any jurisdiction or as a dealer in securities in any jurisdiction in which it is not so qualified. (g) The costs and expenses associated with the transactions contemplated by this Agreement shall be payable by UBSREI and LBHI, as and to the extent provided in the respective Mortgage Loan Purchase Agreements. (h) The Company will file any documents and any amendments thereof as may be required to be filed by it pursuant to the 1933 Act and the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the rules and regulations of the Commission under the 1933 Act and the 1934 Act, including, but not limited to, the filing with the Commission pursuant to a Current Report on Form 8-K, subject to Section 4 hereof, of all Computational Materials and ABS Term Sheets in respect of the Certificates furnished by either Underwriter and identified by it as such. Subject to compliance by each Underwriter with Section 4(b)(iv) and (vi) hereof, the Company will file all such Computational Materials and ABS Term Sheets within the time period allotted for such filing pursuant to the No-Action Letters. Subject to compliance by each Underwriter with Section 4(b)(iv) and (vi) hereof, the Company represents and warrants that, to the extent required by the No-Action Letters, the Company has timely filed with the Commission any Collateral Term Sheets previously delivered to it as contemplated by Section 4(b)(iv) hereof.

Additional Covenants of the Company. The Company covenants and agrees with the respective several Underwriters that: (a) During such period following The Company will timely transmit copies of the Prospectus, and any amendments or supplements thereto, or a Term Sheet or Abbreviated Term Sheet, as applicable, to the SEC for filing pursuant to Rule 424(b) of the 1933 Act Rules and Regulations. (b) The Company will deliver to each of the Representatives, and to counsel for the Underwriters (i) four (4) copies of the Registration Statement as originally filed, including copies of exhibits thereto (other than any exhibits incorporated by reference therein), and of any amendments and supplements to the Registration Statement (including all documents incorporated by reference therein) and (ii) a copy of each consent and certificate included or incorporated by reference in, or filed as an exhibit to, the Registration Statement as so amended or supplemented. The Company will deliver to the Underwriters through the Representatives as soon as practicable after the date of this Agreement as many copies of the Prospectus (including all documents incorporated by reference therein) as the Representatives may reasonably request for the purposes contemplated by the 1933 Act; if the Registration Statement is not effective under the 1933 Act, the Company will use its best efforts to cause the Registration Statement to become effective as promptly as possible, and it will notify you, promptly after it shall receive notice thereof, of the time when the Registration Statement has become effective. The Company will promptly advise the Representatives of any request of the SEC for amendment of the Registration Statement or for supplement to the Prospectus or for any additional information, and of the issuance by the SEC or any state or other jurisdiction or other regulatory body of any stop order under the 1933 Act or other order suspending the effectiveness of the Registration Statement (as amended or supplemented) or preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending the qualification or registration of the Shares for offering or sale in any jurisdiction, and of the institution or threat of any proceedings therefor, of which the Company shall have received notice or otherwise have knowledge prior to the completion of the distribution of the Shares; and the Company will use its best efforts to prevent the issuance of any such stop order or other order and, if issued, to secure the prompt removal thereof. (c) The Company will not file any amendment or supplement to the Registration Statement, the Prospectus (or any other prospectus relating to the Shares filed pursuant to Rule 424(b) of the 1933 Act Rules and Regulations that differs from the Prospectus as filed pursuant to such Rule 424(b)) and will not file any document under the 1934 Act before the termination of the offering of the Shares by the Underwriters if the document would be deemed to be incorporated by reference into the Registration Statement or the Prospectus, of which the Underwriters shall not previously have been advised and furnished with a copy or to which the Underwriters shall have reasonably objected or which is not in compliance with the 1933 Act Rules and Regulations; and the Company will promptly notify you after it shall have received notice thereof of the time when any amendment to the Registration Statement becomes effective or when any supplement to the Prospectus has been filed. (d) During the period when a prospectus relating to any of the Shares is required to be delivered under the 1933 Act (the "Prospectus Delivery Period")by any Underwriter or dealer, the Company will deliver to each Underwriter such number of copies of each Prospectus as such Underwriter may reasonably request. (b) During the Prospectus Delivery Periodcomply, the Company will file promptly at its own expense, with the Commission any amendment or supplement to the Registration Statement or any Prospectus relating to or covering the Certificates that may, in the judgment of the Company or the Underwriters, be required all requirements imposed by the 1933 Act and the 1933 Act Rules and Regulations, as now and hereafter amended, and by the rules and regulations of the Commission thereunder SEC thereunder, as from time to time in force, so far as necessary to permit the continuance of sales of or requested dealing in the Shares during such period in accordance with the provisions hereof and as contemplated by the Commission and approved by the Underwriters. (c) Prior to filing with the Commission during the Prospectus Delivery Period any amendment or supplement to the Registration Statement relating to or covering the Certificates (other than an amendment by reason of Rule 429 under the 1933 Act) or any amendment or supplement to the Prospectus, the Company will furnish a copy thereof to the Underwriters, and the Company will not file any such amendment or supplement to which the Underwriters shall reasonably object. (d) The Company will advise the Underwriters promptly (i) when, during the Prospectus Delivery Period, any post-effective amendment to the Registration Statement relating to or covering the Certificates (other than any amendment by reason of Rule 429 under the 1933 Act) becomes effective, (ii) of any request or proposed request by the Commission for any amendment or supplement to the Registration Statement (insofar as the amendment or supplement relates to or covers the Certificates), for any amendment or supplement to the Prospectus or for any additional information with respect to the Certificates, (iii) of the issuance by the Commission, during the Prospectus Delivery Period, of any stop order suspending the effectiveness of the Registration Statement or the initiation or threat of any such stop order proceeding, (iv) of receipt by the Company of any notification with respect to the suspension of the qualification of the Certificates for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose and (v) of the occurrence, during the Prospectus Delivery Period, of any event that makes untrue any statement of a material fact made in the Registration Statement or any Prospectus or that requires the making of a change in or addition to the Registration Statement or any Prospectus in order to make any material statement therein not misleading. (e) If, during the Prospectus Delivery Periodperiod when a prospectus relating to any of the Shares is required to be delivered under the 1933 Act by any Underwriter or dealer, (i) any event relating to or affecting the Company or of which the Company shall be advised in writing by the Representatives shall occur as a result of which, in the opinion of the Company or the Representatives, the Commission issues an Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order suspending to make the effectiveness statements therein, in the light of the circumstances under which they were made, not misleading or (ii) it shall be necessary to amend or supplement the Registration StatementStatement or the Prospectus to comply with the 1933 Act, the 1933 Act Rules and Regulations, the 1934 Act or the rules and regulations of the SEC thereunder, the Company will make every forthwith at its expense prepare and file with the SEC, and furnish to the Representatives a reasonable effort to obtain the lifting number of copies of, such amendment or supplement or other filing that order at the earliest possible timewill correct such statement or omission or effect such compliance. (f) The During the period when a prospectus relating to any of the Shares is required to be delivered under the 1933 Act by any Underwriter or dealer, the Company will endeavor to qualify furnish such proper information as may be lawfully required and otherwise cooperate in qualifying the Certificates Shares for offer and sale under the securities or blue sky laws of such jurisdictions as the Underwriters Representatives may reasonably requestdesignate and will file and make in each year such statements or reports as are or may be reasonably required by the laws of such jurisdictions; provided, however, that this Section 5(f) the Company shall not obligate the Company be required to qualify as a foreign corporation or to qualify as a dealer in securities or to file any a general consent to service of process or to qualify to do business in under the laws of any jurisdiction or as a dealer in securities in any jurisdiction in which it is not so qualifiedjurisdiction. (g) The costs In accordance with Section 11(a) of the 1933 Act and expenses associated with Rule 158 of the transactions contemplated by this Agreement shall be payable by UBSREI 1933 Act Rules and LBHIRegulations, the Company will make generally available to its security holders and to holders of the Shares, as and to soon as practicable, an earnings statement (which need not be audited) in reasonable detail covering the extent provided 12 months beginning not later than the first day of the month next succeeding the month in which occurred the respective Mortgage Loan Purchase Agreementseffective date (within the meaning of Rule 158) of the Registration Statement. (h) The During the period beginning from the date of this Agreement and continuing to and including the date that is 90 days after the Closing Date, the Company will file not, without the prior written consent of the Representatives, offer for sale, sell or enter into any documents agreement to sell, or otherwise dispose of, any equity securities of the Company, except for (A) the Shares, (B) shares issuable upon exercise of warrants or the conversion of convertible securities, in each case currently outstanding, and (C) shares issuable upon exercise of options under employee benefit plans. (i) During the period when a prospectus relating to any amendments thereof as may be of the Shares is required to be filed by it pursuant to the 1933 Act and the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the rules and regulations of the Commission delivered under the 1933 Act and the 1934 Act, including, but not limited to, the filing with the Commission pursuant to a Current Report on Form 8-K, subject to Section 4 hereof, of all Computational Materials and ABS Term Sheets in respect of the Certificates furnished by either any Underwriter and identified by it as such. Subject to compliance by each Underwriter with Section 4(b)(iv) and (vi) hereofor dealer, the Company will file promptly all such Computational Materials and ABS Term Sheets within documents required to be filed with the time period allotted for such filing SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the No1934 Act. The Company will furnish to its security holders annual reports containing financial statements audited by independent public accountants and quarterly reports containing financial statements and financial information which may be unaudited. The Company will, for a period of five years from the Closing Date, deliver to the Underwriters at their principal executive offices a reasonable number of copies of annual reports and copies of all other documents, reports and information furnished by the Company to its stockholders. The Company will deliver to the Underwriters similar reports with respect to any significant subsidiaries, as that term is defined in the 1933 Act Rules and Regulations, which are not consolidated in the Company's financial statements. Any report, document or other information required to be furnished under this paragraph (h) shall be furnished as soon as practicable after such report, document or information becomes available. (j) The Company will apply the proceeds from the sale of the Shares substantially as set forth in the description under "Use of Proceeds" in the Prospectus, which description complies in all respects with the requirements of Item 504 of Regulation S-Action Letters. Subject K. (k) The Company will promptly provide you with copies of all correspondence to compliance and from, and all documents issued to and by, the SEC in connection with the registration of the Shares under the 1933 Act or relating to any documents incorporated by each Underwriter with Section 4(b)(ivreference into the Registration Statement or the Prospectus. (l) and Prior to the Closing Date (vi) hereofand, if applicable, the Option Closing Date), the Company represents will furnish to you, as soon as they have been prepared, copies of any unaudited interim consolidated financial statements of the Company and warrants thatits subsidiaries for any periods subsequent to the periods covered by the financial statements appearing in the Registration Statement and the Prospectus. (m) Prior to the Closing Date (and, if applicable, the Option Closing Date), the Company shall not issue any press releases or other communications directly or indirectly and will hold no press conferences with respect to the Company or any of its subsidiaries, the financial condition, results of operations, business, properties, assets or liabilities of the Company or any of its subsidiaries, or the offering of the Shares, without your prior consent. (n) The Company will use its best efforts to maintain the listing of the Shares on the New York Stock Exchange. (o) The Company will cause its directors and executive officers to furnish to you, on or prior to the date of this Agreement, a letter or letters, in form and substance satisfactory to counsel for the Underwriters, pursuant to which each such person shall agree not to (except to the extent required specifically authorized by such person's respective lock-up agreement), and the No-Action LettersCompany will not, directly or indirectly, offer for sale, contract to sell, sell, distribute, grant any option, right or warrant to purchase, pledge, hypothecate or otherwise dispose of any shares of Common Stock, any securities convertible into, or exercisable or exchangeable for, Common Stock or any other rights to acquire such shares, for a period of 90 days from the Effective Date without the prior written consent of ▇.▇. ▇▇▇▇▇▇▇ & Sons, Inc. (p) The Company and its subsidiaries will maintain and keep accurate books and records reflecting their assets and maintain internal accounting controls which provide reasonable assurance that (1) transactions are executed in accordance with management's authorization, (2) transactions are recorded as necessary to permit the preparation of the Company's consolidated financial statements and to maintain accountability for the assets of the Company and its subsidiaries, (3) access to the assets of the Company and its subsidiaries is permitted only in accordance with management's authorization, and (4) the recorded accounts of the assets of the Company and its subsidiaries are compared with existing assets at reasonable intervals. (q) If the Company elects to rely on Rule 462(b) under the 1933 Act, the Company has timely filed shall both file an Abbreviated Registration Statement with the Commission any Collateral Term Sheets previously delivered to it SEC in compliance with Rule 462(b) and pay the applicable fees in accordance with Rule 111 of the 1933 Act by the earlier of (i) 9:00 p.m., New York time, on the date of this Agreement, and (ii) the time that confirmations are given or sent, as contemplated specified by Section 4(b)(iv) hereofRule 462(b)(2).

Additional Covenants of the Company. The Company further covenants and agrees with the respective Underwriters thatJPMS as follows: (a) During Each acceptance of a Transaction Notice by the Company and each execution and delivery by the Company of a Terms Agreement shall be deemed to be (i) an affirmation that the representations, warranties and agreements of the Company herein contained and contained in any certificate delivered to JPMS pursuant hereto are true and correct at such period following Time of Acceptance or the date of such Terms Agreement, as the case may be, and (ii) an undertaking that such representations, warranties and agreements will be true and correct on any applicable Time of Sale and Settlement Date, as though made at and as of each such time (it being understood that such representations, warranties and agreements shall relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of such Transaction Notice or Terms Agreement, as the case may be). (b) Each time that (i) the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall be amended or supplemented (including, except as noted in the proviso at the end of this Agreement Section 6(b), by the filing of any Incorporated Document, but excluding any prospectus supplement filed pursuant to Section 4(b) hereof), (ii) there is a Principal Settlement Date pursuant to a Terms Agreement, or (iii) otherwise as JPMS shall reasonably request, provided that JPMS shall not make such a request during periods that the Company is not proposing any Agency Transaction to JPMS (each date referred to clauses (i), (ii) and (iii) above, a “Bring-Down Delivery Date”), the Company shall, unless JPMS agrees otherwise, furnish or cause to be furnished to JPMS a certificate, dated and delivered as of the applicable Bring-Down Delivery Date, of the same tenor as the certificate referred to in Section 5(a)(i) hereof, modified as necessary to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificate, or, in lieu of such certificate, a certificate to the effect that the statements contained in the certificate referred to in Section 5(a)(i) hereof furnished to JPMS are true and correct as of such Bring-Down Delivery Date as though made at and as of such date (except that such statements shall be deemed to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificate); provided, however, that the filing of a Current Report on Form 8-K will not constitute a Bring-Down Delivery Date unless (A) (x) such Current Report on Form 8-K is filed at any time during which any Prospectus either a Transaction Notice is binding and the Company has not suspended the use thereof (and prior to the settlement of the Shares specified therein) or a prospectus relating to the Shares is required to be delivered under the 1933 Act (the "Prospectus Delivery Period"), the Company will deliver to each Underwriter such number of copies of each Prospectus as such Underwriter may reasonably request. (b) During the Prospectus Delivery Period, the Company will file promptly with the Commission any amendment or supplement to the Registration Statement or any Prospectus relating to or covering the Certificates that may, in the judgment of the Company or the Underwriters, be required by the 1933 Act and (y) JPMS has reasonably requested that such date be deemed to be a Bring-Down Delivery Date based upon the rules and regulations of the Commission thereunder event or requested by the Commission and approved by the Underwritersevents reported in such Current Report on Form 8-K or (B) such Current Report on Form 8-K is required pursuant to Section 2(i). (c) Prior Each Bring-Down Delivery Date, the Company shall, unless JPMS agrees otherwise, cause to filing with be furnished to JPMS (A) the Commission during written opinion and negative assurance letter of Manatt, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP, special counsel to the Prospectus Company and of the General Counsel of the Company, each dated and delivered as of the applicable Bring-Down Delivery Period any amendment or supplement Date, of the same tenor as the opinions and letter referred to in Sections 5(a)(ii) and 5(a)(iii) hereof, respectively, but modified as necessary to relate to the Registration Statement relating to or covering Statement, the Certificates (other than an amendment by reason of Rule 429 under the 1933 Act) Prospectus or any amendment or supplement Permitted Free Writing Prospectus as amended and supplemented to the Prospectustime of delivery of such opinions and letter, or, in lieu of such opinions and letter, such counsel and General Counsel shall furnish JPMS with letters substantially to the effect that JPMS may rely on the opinions and letter referred to in Sections 5(a)(ii) and 5(a)(iii), furnished to JPMS, to the same extent as though they were dated the date of such letters authorizing reliance (except that statements in such last opinions shall be deemed to relate to the Registration Statement, the Company will furnish a copy thereof Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the Underwriters, and the Company will not file any time of delivery of such amendment or supplement to which the Underwriters shall reasonably objectletters authorizing reliance). (d) The Each Bring-Down Delivery Date, the Company will advise shall, unless JPMS agrees otherwise, cause KPMG LLP to furnish to JPMS a “comfort” letter, dated and delivered as of the Underwriters promptly applicable Bring-Down Delivery Date, of the same tenor as the letter referred to in Section 5(a)(iv) hereof, but modified to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the date of such letter. (i) when, during the Prospectus Delivery Period, any post-effective amendment to the Registration Statement relating to or covering the Certificates (other than any amendment by reason of Rule 429 under the 1933 Act) becomes effective, (ii) of any request or proposed request by the Commission for any amendment or supplement to the Registration Statement (insofar as the amendment or supplement relates to or covers the Certificates), for any amendment or supplement to the Prospectus or for any additional information with respect to the Certificates, (iii) of the issuance by the Commission, during the Prospectus Delivery Period, of any stop No order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to Section 8A under the initiation Act shall be pending before or threat of any such stop order proceeding, (iv) of receipt threatened by the Company Commission; the Prospectus and each Permitted Free Writing Prospectus shall have been timely filed with the Commission under the Act (in the case of any notification with respect an Permitted Free Writing Prospectus, to the extent required by Rule 433 under the Act); and all requests by the Commission for additional information shall have been complied with to the satisfaction of JPMS and no suspension of the qualification of the Certificates Shares for offering or sale in any jurisdiction jurisdiction, or of the initiation or threat threatening of any proceeding proceedings for that purpose any of such purposes, will have occurred and be in effect at the time the Company accepts a Transaction Notice; and (vii) of the occurrence, during the Prospectus Delivery Period, of any event that makes untrue any statement of a material fact made in the Registration Statement or any Prospectus or that requires the making of a change in or addition to the Registration Statement or any Prospectus in order to make any material statement therein not misleading. (e) If, during the Prospectus Delivery Period, the Commission issues an order suspending the effectiveness of the Registration Statement, the Company will Prospectus or any Permitted Free Writing Prospectus shall not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make every reasonable effort to obtain the lifting statements therein, in the light of that order the circumstances under which they were made, not misleading at the earliest possible timetime the Company accepts a Transaction Notice. (f) The Company will endeavor shall reasonably cooperate with any reasonable due diligence review requested by JPMS or its counsel from time to qualify time in connection with the Certificates transactions contemplated hereby or any Terms Agreement, including, without limitation, (i) at the commencement of each intended Purchase Date and any Time of Sale or Settlement Date, making available appropriate corporate officers of the Company and, upon reasonable request, representatives of KPMG LLP for offer an update on diligence matters with representatives of JPMS and sale under the securities laws of such jurisdictions (ii) at each Bring-Down Delivery Date or otherwise as the Underwriters JPMS may reasonably request; provided, however, that this Section 5(f) shall not obligate providing information and making available documents and appropriate corporate officers of the Company to file any general consent to service and representatives of process KPMG LLP for one or to qualify to do business in any jurisdiction or as a dealer in securities in any jurisdiction in which it is not so qualifiedmore due diligence sessions with representatives of JPMS and its counsel. (g) The costs and expenses associated with the transactions contemplated Company shall disclose, in its quarterly reports on Form 10-Q, in its annual report on Form 10-K and, if requested by this Agreement shall be payable by UBSREI and LBHIJPMS, as and to the extent provided in the respective Mortgage Loan Purchase Agreements. (h) The Company will file any documents and any amendments thereof as may be required prospectus supplements to be filed by it the Company from time to time, the number of the Shares sold through the Agents under this Agreement and any Terms Agreement, the net proceeds to the Company from the sale of the Shares and the compensation paid by the Company with respect to sales of the Shares pursuant to this Agreement during the 1933 Act and relevant quarter or such shorter period determined by the Securities Exchange Act of 1934Company, as amended the case may be. All opinions, letters and other documents referred to in Sections 6(b) through (d) above shall be reasonably satisfactory in form and substance to JPMS. JPMS will provide the "1934 Act")Company with such notice (which may be oral, and the rules and regulations of the Commission in such case, will be confirmed via e-mail or facsimile as soon as reasonably practicable thereafter) as is reasonably practicable under the 1933 Act and the 1934 Actcircumstances when requesting an opinion, including, but not limited to, the filing with the Commission pursuant letter or other document referred to a Current Report on Form 8-K, subject to Section 4 hereof, of all Computational Materials and ABS Term Sheets in respect of the Certificates furnished by either Underwriter and identified by it as such. Subject to compliance by each Underwriter with Section 4(b)(ivSections 6(b) and through (vid) hereof, the Company will file all such Computational Materials and ABS Term Sheets within the time period allotted for such filing pursuant to the No-Action Letters. Subject to compliance by each Underwriter with Section 4(b)(iv) and (vi) hereof, the Company represents and warrants that, to the extent required by the No-Action Letters, the Company has timely filed with the Commission any Collateral Term Sheets previously delivered to it as contemplated by Section 4(b)(iv) hereofabove.

Additional Covenants of the Company. The Company covenants agrees with the respective Underwriters thatSignificant Equityholders: (a) During such period following the date To file a motion seeking Bankruptcy Court approval of this Agreement Commitment Letter (including payment of the Expenses and the Put Option Premium and the Indemnification Obligations) as soon as practicable but in no event more than three (3) business days after execution of the Commitment Letter by the Significant Equityholders and the Company. Any motion, pleading, proposed order, press release, public statement or other document that relates or refers to the Commitment, the Commitment Letter or the First Amended Plan shall be provided to counsel to the Significant Equityholders in draft form for review prior to its being made public or its being filed with the Bankruptcy Court. No such materials may be made public or be filed with the Bankruptcy Court without the consent of each of the Significant Equityholders (through their counsel), which consent shall not be unreasonably withheld or delayed. Foamex International Inc. October 13, 2006 Page 12 (b) Other than with respect to a Competing Transaction, the Company (i) will use reasonable best efforts to obtain, and to cause the other Debtors to obtain, the entry of the Confirmation Order by the Bankruptcy Court, the terms of which shall be consistent in all material respects with this Commitment Letter and the First Amended Plan; (ii) will use reasonable best efforts to adopt, and to cause the other Debtors to adopt, the First Amended Plan; (iii) will not, and will cause the other Debtors not to, amend or modify the First Amended Plan in any Prospectus is required to be delivered under material respect that would adversely affect the 1933 Act (the "Prospectus Delivery Period")Significant Equityholders without their prior written consent. In addition, the Company will deliver provide to each Underwriter the Significant Equityholders and their counsel with a copy of the Confirmation Order and a reasonable opportunity to review and comment on such number of copies of each Prospectus as order prior to such Underwriter may reasonably request. (b) During order being filed with the Prospectus Delivery PeriodBankruptcy Court, and the Company will not, and will cause the other Debtors not to, file promptly the Confirmation Order with the Commission any amendment Bankruptcy Court unless the Significant Equityholders have approved the form of such order, such approval not to be unreasonably withheld or supplement to the Registration Statement or any Prospectus relating to or covering the Certificates that may, in the judgment of the Company or the Underwriters, be required by the 1933 Act and the rules and regulations of the Commission thereunder or requested by the Commission and approved by the Underwritersdelayed. (c) Prior To use reasonable best efforts to filing with effectuate the Commission during Rights Offering as provided herein upon the Prospectus Delivery Period any amendment or supplement to terms and conditions set forth in the Registration Statement relating to or covering the Certificates (other than an amendment by reason of Rule 429 under the 1933 Act) or any amendment or supplement to the Prospectus, the Company will furnish a copy thereof to the Underwriters, and the Company will not file any such amendment or supplement to which the Underwriters shall reasonably objectInvestment Term Sheet. (d) The Other than after the Company will advise has sent the Underwriters promptly (i) whenSignificant Equityholders a Competing Transaction Acceptance Notice in accordance with the Investment Term Sheet, during not to file any pleading or take any other action in the Prospectus Delivery PeriodBankruptcy Court that is inconsistent with the terms of this Commitment Letter, any post-effective amendment the First Amended Plan, the Confirmation Order or the consummation of the transactions contemplated hereby or thereby without providing prior written notice to the Registration Statement relating to or covering the Certificates Significant Equityholders no later than five (other than any amendment by reason of Rule 429 under the 1933 Act5) becomes effective, (ii) of any request or proposed request by the Commission for any amendment or supplement to the Registration Statement (insofar as the amendment or supplement relates to or covers the Certificates), for any amendment or supplement to the Prospectus or for any additional information with respect to the Certificates, (iii) of the issuance by the Commission, during the Prospectus Delivery Period, of any stop order suspending the effectiveness of the Registration Statement or the initiation or threat of business days before filing any such stop order proceeding, (iv) of receipt by the Company of any notification with respect to the suspension of the qualification of the Certificates for sale in any jurisdiction pleading or the initiation or threat of any proceeding for that purpose and (v) of the occurrence, during the Prospectus Delivery Period, of any event that makes untrue any statement of a material fact made in the Registration Statement or any Prospectus or that requires the making of a change in or addition to the Registration Statement or any Prospectus in order to make any material statement therein not misleadingtaking such action. (e) IfTo use reasonable best efforts to promptly prepare and file all necessary documentation and to effect all applications that are necessary or advisable under the HSR Act so that the applicable waiting period shall have expired or been terminated thereunder with respect to the purchase, during the Prospectus Delivery Periodif any, the Commission issues an order suspending the effectiveness of the Registration StatementAdditional Common Stock by the Significant Equityholders hereunder, and not to take any action that is intended or reasonably likely to materially impede or delay the Company will make every reasonable effort ability of the parties to obtain any necessary approvals required for the lifting of that order at transactions contemplated by this Agreement. The Company shall pay the earliest possible timefiling fees required by the HSR Act. (f) The Company will endeavor To file with the Secretary of State of Delaware the Certificate of Amendment as contemplated herein on or prior to qualify the Certificates for offer and sale under the securities laws of such jurisdictions as the Underwriters may reasonably request; provided, however, that this Section 5(f) shall not obligate the Company to file any general consent to service of process or to qualify to do business in any jurisdiction or as a dealer in securities in any jurisdiction in which it is not so qualifiedEffective Date. (g) The costs and expenses associated with the transactions contemplated by this Agreement Company shall be payable by UBSREI and LBHI, as and provide to the extent provided in the respective Mortgage Loan Purchase Agreements. (h) The Company will file any documents Significant Equityholders and any amendments thereof as may be required their advisors and representatives reasonable access during normal business hours to be filed by it pursuant to the 1933 Act all books, records, documents, properties and the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the rules and regulations personnel of the Commission under the 1933 Act and the 1934 Act, including, but not limited to, the filing with the Commission pursuant to a Current Report on Form 8-K, subject to Section 4 hereof, of all Computational Materials and ABS Term Sheets in respect of the Certificates furnished by either Underwriter and identified by it as suchCompany. Subject to compliance by each Underwriter with Section 4(b)(iv) and (vi) hereofIn addition, the Company will file all such Computational Materials and ABS Term Sheets within the time period allotted for such filing pursuant shall promptly provide written notification to counsel to the No-Action Letters. Subject to compliance by each Underwriter with Section 4(b)(ivSignificant Equityholders of any claim or litigation, arbitration or administrative proceeding that is threatened or filed against the Company from the date hereof until the earlier of the (i) Effective Date and (viii) hereoftermination or expiration of this Commitment Letter. The Foamex International Inc. October 13, 2006 Page 14 Company shall promptly provide written notice to counsel to the Significant Equityholders of any change in any of the information contained in the representations or warranties, including without limitation related schedules, made by the Company represents herein and warrants that, shall promptly furnish any information that a Significant Equityholder may reasonably request in relation to the extent required by the No-Action Letters, the Company has timely filed with the Commission any Collateral Term Sheets previously delivered to it as contemplated by Section 4(b)(iv) hereofsuch changes.

Additional Covenants of the Company. The Company further covenants and agrees with the respective Underwriters thatBAML as follows: (a) During Each delivery of a Transaction Notice by the Company and each execution and delivery by the Company of a Terms Agreement shall be deemed to be (i) an affirmation that the representations, warranties and agreements of the Company and the Operating Partnership herein contained and contained in any certificate delivered to BAML pursuant hereto are true and correct at such period following Time of Delivery or the date of such Terms Agreement, as the case may be, and (ii) an undertaking that such representations, warranties and agreements will be true and correct on any applicable Time of Sale and Settlement Date (it being understood that such representations, warranties and agreements shall relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of such Transaction Notice or Terms Agreement, as the case may be). (b) Each time that (i) the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall be amended or supplemented (including, except as noted in the proviso at the end of this Agreement Section 6(b), by the filing of any Incorporated Document, but excluding any prospectus supplement filed pursuant to Section 4(b) hereof), (ii) there is a Principal Settlement Date pursuant to a Terms Agreement, or (iii) otherwise as BAML shall reasonably request on the advice of outside counsel, provided that BAML shall not make such a request during periods that the Company is not proposing an Agency Transaction to BAML pursuant to the delivery of a Transaction Notice (each date referred to clauses (i), (ii) and (iii) above, a “Bring-Down Delivery Date”), the Company shall, unless BAML agrees otherwise, furnish or cause to be furnished to BAML certificates, dated and delivered as of the applicable Bring-Down Delivery Date, of the same tenor as the certificates referred to in Sections 5(a)(i) and 5(b)(i) hereof, modified as necessary to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificate, or, in lieu of such certificates, certificates to the effect that the statements contained in the certificate referred to in Section 5(a)(i) and the statements contained in the certificate referred to in Section 5(b)(i) hereof furnished to BAML are true and correct as of such Bring-Down Delivery Date (except that such statements shall be deemed to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificate); provided, however, that the filing of a Current Report on Form 8-K will not constitute a Bring-Down Delivery Date unless (A) (x) such Current Report on Form 8-K is filed at any time during which any Prospectus either a Transaction Notice is binding and the Company has not suspended the use thereof (and prior to the settlement of the Shares specified therein) or a prospectus relating to the Shares is required to be delivered under the 1933 Act and (y) BAML has reasonably requested that such date be deemed to be a Bring-Down Delivery Date based upon the "Prospectus Delivery Period"), event or events reported in such Current Report on Form 8-K within five Business Days of the Company will deliver to each Underwriter such number of copies of each Prospectus as such Underwriter may reasonably request. (b) During the Prospectus Delivery Period, the Company will file promptly filing thereof with the Commission any amendment or supplement (B) such Current Report on Form 8-K is required pursuant to the Registration Statement or any Prospectus relating to or covering the Certificates that may, in the judgment of the Company or the Underwriters, be required by the 1933 Act and the rules and regulations of the Commission thereunder or requested by the Commission and approved by the UnderwritersSection 2(i). (c) Prior At each Bring-Down Delivery Date, the Company shall, unless BAML agrees otherwise, cause to filing with be furnished to BAML the Commission during written opinions and negative assurance letter of Dentons US LLP, counsel for the Prospectus Company, each dated and delivered as of the applicable Bring-Down Delivery Period any amendment or supplement Date, of the same tenor as the opinions and letter referred to in Sections 5(a)(ii) and 5(a)(iii) hereof, respectively, but modified as necessary to relate to the Registration Statement relating to or covering Statement, the Certificates (other than an amendment by reason of Rule 429 under the 1933 Act) Prospectus or any amendment or supplement Permitted Free Writing Prospectus as amended and supplemented to the Prospectustime of delivery of such opinions and letter, or, in lieu of such opinions and letter, such counsel shall furnish BAML with letters substantially to the effect that BAML may rely on the opinions and letter referred to in Sections 5(a)(ii) and 5(a)(iii), furnished to BAML, to the same extent as though they were dated the date of such letters authorizing reliance (except that statements in such last opinions shall be deemed to relate to the Registration Statement, the Company will furnish a copy thereof Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the Underwriters, and the Company will not file any time of delivery of such amendment or supplement to which the Underwriters shall reasonably objectletters authorizing reliance). (d) The At each Bring-Down Delivery Date, the Company will advise shall, unless BAML agrees otherwise, cause Ernst & Young LLP to furnish to BAML a “comfort” letter, dated and delivered as of the Underwriters promptly applicable Bring-Down Delivery Date, of the same tenor as the letter referred to in Section 5(a)(v) hereof, but modified to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the date of such letter. (i) when, during the Prospectus Delivery Period, any post-effective amendment to the Registration Statement relating to or covering the Certificates (other than any amendment by reason of Rule 429 under the 1933 Act) becomes effective, (ii) of any request or proposed request by the Commission for any amendment or supplement to the Registration Statement (insofar as the amendment or supplement relates to or covers the Certificates), for any amendment or supplement to the Prospectus or for any additional information with respect to the Certificates, (iii) of the issuance by the Commission, during the Prospectus Delivery Period, of any stop No order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to Section 8A under the initiation or threat Act shall be pending before or, to the knowledge of any such stop order proceedingthe Company, (iv) of receipt threatened by the Company Commission; the Prospectus and each Permitted Free Writing Prospectus shall have been timely filed with the Commission under the Act (in the case of any notification with respect a Permitted Free Writing Prospectus, to the extent required by Rule 433 under the Act); and all requests by the Commission for additional information shall have been complied with to the satisfaction of BAML and no suspension of the qualification of the Certificates Shares for offering or sale in any jurisdiction jurisdiction, or of the initiation or threat threatening of any proceeding proceedings for that purpose any of such purposes, will have occurred and be in effect at the time the Company delivers a Transaction Notice; and (vii) of the occurrence, during the Prospectus Delivery Period, of any event that makes untrue any statement of a material fact made in the Registration Statement or any Prospectus or that requires the making of a change in or addition to the Registration Statement or any Prospectus in order to make any material statement therein not misleading. (e) If, during the Prospectus Delivery Period, the Commission issues an order suspending the effectiveness of the Registration Statement, the Company will Prospectus or any Permitted Free Writing Prospectus shall not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make every reasonable effort to obtain the lifting statements therein, in the light of that order the circumstances under which they were made, not misleading at the earliest possible timetime the Company delivers a Transaction Notice. (f) The Company will endeavor shall reasonably cooperate with any reasonable due diligence review requested by BAML or its counsel from time to qualify time in connection with the Certificates transactions contemplated hereby or any Terms Agreement, including, without limitation, (i) at the commencement of each intended Purchase Date and any Time of Sale or Settlement Date, making available appropriate corporate officers of the Company and, upon reasonable request, representatives of Ernst & Young LLP for offer an update on diligence matters with representatives of BAML and sale under the securities laws of such jurisdictions (ii) at each Bring-Down Delivery Date or otherwise as the Underwriters BAML may reasonably request; provided, however, that this Section 5(f) shall not obligate providing information and making available documents and appropriate corporate officers of the Company to file any general consent to service and representatives of process Ernst & Young LLP for one or to qualify to do business in any jurisdiction or as a dealer in securities in any jurisdiction in which it is not so qualifiedmore due diligence sessions with representatives of BAML and its counsel. (g) The costs and expenses associated with the transactions contemplated by this Agreement Company shall be payable by UBSREI and LBHIdisclose, as and to the extent provided in the respective Mortgage Loan Purchase Agreements. (h) The Company will file any documents and any amendments thereof as may be required to be filed by it pursuant to the 1933 Act and the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the rules and regulations of the Commission under the 1933 Act and the 1934 Act, including, but not limited to, the filing with the Commission pursuant to a Current Report its quarterly reports on Form 810-K, subject to Section 4 hereof, of all Computational Materials Q and ABS Term Sheets in respect of the Certificates furnished by either Underwriter and identified by it as such. Subject to compliance by each Underwriter with Section 4(b)(iv) and (vi) hereof, the Company will file all such Computational Materials and ABS Term Sheets within the time period allotted for such filing pursuant to the Noannual reports on Form 10-Action Letters. Subject to compliance by each Underwriter with Section 4(b)(iv) and (vi) hereof, the Company represents and warrants thatK or, to the extent required by applicable law and SEC interpretations thereof, prospectus supplements, to be filed by the No-Action LettersCompany from time to time, the number of the Shares sold through the Agents under this Agreement and any Terms Agreement, the net proceeds to the Company has timely filed from the sale of the Shares and the compensation paid by the Company with respect to sales of the Commission any Collateral Term Sheets previously delivered Shares pursuant to it this Agreement during the relevant quarter or such shorter period determined by the Company, as contemplated by Section 4(b)(ivthe case may be. All opinions, letters and other documents referred to in Sections 6(b) hereofthrough (d) above shall be reasonably satisfactory in form and substance to BAML. BAML will provide the Company with such notice (which may be oral, and in such case, will be confirmed via e-mail or facsimile as soon as reasonably practicable thereafter) as is reasonably practicable under the circumstances when requesting an opinion, letter or other document referred to in Sections 6(b) through (d) above.

Additional Covenants of the Company. The Company further covenants and agrees with the respective Underwriters thatBAML as follows: (a) During Each delivery of a Transaction Notice by the Company and each execution and delivery by the Company of a Terms Agreement shall be deemed to be (i) an affirmation that the representations, warranties and agreements of the Company and the Operating Partnership herein contained and contained in any certificate delivered to BAML pursuant hereto are true and correct at such period following Time of Delivery or the date of such Terms Agreement, as the case may be, and (ii) an undertaking that such representations, warranties and agreements will be true and correct on any applicable Time of Sale and Settlement Date (it being understood that such representations, warranties and agreements shall relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of such Transaction Notice or Terms Agreement, as the case may be). (b) Each time that (i) the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall be amended or supplemented (including, except as noted in the proviso at the end of this Agreement Section 6(b), by the filing of any Incorporated Document, but excluding any prospectus supplement filed pursuant to Section 4(b) hereof), (ii) there is a Principal Settlement Date pursuant to a Terms Agreement, or (iii) otherwise as BAML shall reasonably request on the advice of outside counsel, provided that BAML shall not make such a request during periods that the Company is not proposing an Agency Transaction to BAML pursuant to the delivery of a Transaction Notice (each date referred to clauses (i), (ii) and (iii) above, a “Bring-Down Delivery Date”), the Company shall, unless BAML agrees otherwise, furnish or cause to be furnished to BAML certificates, dated and delivered as of the applicable Bring-Down Delivery Date, of the same tenor as the certificates referred to in Sections 5(a)(i) and 5(b)(i) hereof, modified as necessary to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificate, or, in lieu of such certificates, certificates to the effect that the statements contained in the certificate referred to in Section 5(a)(i) and the statements contained in the certificate referred to in Section 5(b)(i) hereof furnished to BAML are true and correct as of such Bring-Down Delivery Date (except that such statements shall be deemed to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificate); provided, however, that the filing of a Current Report on Form 8-K will not constitute a Bring-Down Delivery Date unless (A) (x) such Current Report on Form 8-K is filed at any time during which any Prospectus either a Transaction Notice is binding and the Company has not suspended the use thereof (and prior to the settlement of the Shares specified therein) or a prospectus relating to the Shares is required to be delivered under the 1933 Act and (y) BAML has reasonably requested that such date be deemed to be a Bring-Down Delivery Date based upon the "Prospectus Delivery Period"), event or events reported in such Current Report on Form 8-K within five Business Days of the Company will deliver to each Underwriter such number of copies of each Prospectus as such Underwriter may reasonably request. (b) During the Prospectus Delivery Period, the Company will file promptly filing thereof with the Commission any amendment or supplement (B) such Current Report on Form 8-K is required pursuant to the Registration Statement or any Prospectus relating to or covering the Certificates that may, in the judgment of the Company or the Underwriters, be required by the 1933 Act and the rules and regulations of the Commission thereunder or requested by the Commission and approved by the UnderwritersSection 2(i). (c) Prior At each Bring-Down Delivery Date, the Company shall, unless BAML agrees otherwise, cause to filing with be furnished to BAML (A) the Commission during written opinions and negative assurance letter of ▇▇▇▇▇ Lord LLP, counsel for the Prospectus Company, each dated and delivered as of the applicable Bring-Down Delivery Period any amendment or supplement Date, of the same tenor as the opinions and letter referred to in Sections 5(a)(ii) and 5(a)(iii) hereof, respectively, but modified as necessary to relate to the Registration Statement relating to or covering Statement, the Certificates (other than an amendment by reason of Rule 429 under the 1933 Act) Prospectus or any amendment or supplement Permitted Free Writing Prospectus as amended and supplemented to the Prospectustime of delivery of such opinions and letter, or, in lieu of such opinions and letter, such counsel shall furnish BAML with letters substantially to the effect that BAML may rely on the opinions and letter referred to in Sections 5(a)(ii) and 5(a)(iii), furnished to BAML, to the same extent as though they were dated the date of such letters authorizing reliance (except that statements in such last opinions shall be deemed to relate to the Registration Statement, the Company will furnish a copy thereof Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the Underwriters, and the Company will not file any time of delivery of such amendment or supplement to which the Underwriters shall reasonably objectletters authorizing reliance). (d) The At each Bring-Down Delivery Date, the Company will advise shall, unless BAML agrees otherwise, cause Ernst & Young LLP to furnish to BAML a “comfort” letter, dated and delivered as of the Underwriters promptly applicable Bring-Down Delivery Date, of the same tenor as the letter referred to in Section 5(a)(v) hereof, but modified to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the date of such letter. (i) when, during the Prospectus Delivery Period, any post-effective amendment to the Registration Statement relating to or covering the Certificates (other than any amendment by reason of Rule 429 under the 1933 Act) becomes effective, (ii) of any request or proposed request by the Commission for any amendment or supplement to the Registration Statement (insofar as the amendment or supplement relates to or covers the Certificates), for any amendment or supplement to the Prospectus or for any additional information with respect to the Certificates, (iii) of the issuance by the Commission, during the Prospectus Delivery Period, of any stop No order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to Section 8A under the initiation or threat Act shall be pending before or, to the knowledge of any such stop order proceedingthe Company, (iv) of receipt threatened by the Company Commission; the Prospectus and each Permitted Free Writing Prospectus shall have been timely filed with the Commission under the Act (in the case of any notification with respect a Permitted Free Writing Prospectus, to the extent required by Rule 433 under the Act); and all requests by the Commission for additional information shall have been complied with to the satisfaction of BAML and no suspension of the qualification of the Certificates Shares for offering or sale in any jurisdiction jurisdiction, or of the initiation or threat threatening of any proceeding proceedings for that purpose any of such purposes, will have occurred and be in effect at the time the Company delivers a Transaction Notice; and (vii) of the occurrence, during the Prospectus Delivery Period, of any event that makes untrue any statement of a material fact made in the Registration Statement or any Prospectus or that requires the making of a change in or addition to the Registration Statement or any Prospectus in order to make any material statement therein not misleading. (e) If, during the Prospectus Delivery Period, the Commission issues an order suspending the effectiveness of the Registration Statement, the Company will Prospectus or any Permitted Free Writing Prospectus shall not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make every reasonable effort to obtain the lifting statements therein, in the light of that order the circumstances under which they were made, not misleading at the earliest possible timetime the Company delivers a Transaction Notice. (f) The Company will endeavor shall reasonably cooperate with any reasonable due diligence review requested by BAML or its counsel from time to qualify time in connection with the Certificates transactions contemplated hereby or any Terms Agreement, including, without limitation, (i) at the commencement of each intended Purchase Date and any Time of Sale or Settlement Date, making available appropriate corporate officers of the Company and, upon reasonable request, representatives of Ernst & Young LLP for offer an update on diligence matters with representatives of BAML and sale under the securities laws of such jurisdictions (ii) at each Bring-Down Delivery Date or otherwise as the Underwriters BAML may reasonably request; provided, however, that this Section 5(f) shall not obligate providing information and making available documents and appropriate corporate officers of the Company to file any general consent to service and representatives of process Ernst & Young LLP for one or to qualify to do business in any jurisdiction or as a dealer in securities in any jurisdiction in which it is not so qualifiedmore due diligence sessions with representatives of BAML and its counsel. (g) The costs and expenses associated with the transactions contemplated by this Agreement Company shall be payable by UBSREI and LBHIdisclose, as and to the extent provided in the respective Mortgage Loan Purchase Agreements. (h) The Company will file any documents and any amendments thereof as may be required to be filed by it pursuant to the 1933 Act and the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the rules and regulations of the Commission under the 1933 Act and the 1934 Act, including, but not limited to, the filing with the Commission pursuant to a Current Report its quarterly reports on Form 810-K, subject to Section 4 hereof, of all Computational Materials Q and ABS Term Sheets in respect of the Certificates furnished by either Underwriter and identified by it as such. Subject to compliance by each Underwriter with Section 4(b)(iv) and (vi) hereof, the Company will file all such Computational Materials and ABS Term Sheets within the time period allotted for such filing pursuant to the Noannual reports on Form 10-Action Letters. Subject to compliance by each Underwriter with Section 4(b)(iv) and (vi) hereof, the Company represents and warrants thatK or, to the extent required by applicable law and SEC interpretations thereof, prospectus supplements, to be filed by the No-Action LettersCompany from time to time, the number of the Shares sold through the Agents under this Agreement and any Terms Agreement, the net proceeds to the Company has timely filed from the sale of the Shares and the compensation paid by the Company with respect to sales of the Commission any Collateral Term Sheets previously delivered Shares pursuant to it this Agreement during the relevant quarter or such shorter period determined by the Company, as contemplated by Section 4(b)(ivthe case may be. All opinions, letters and other documents referred to in Sections 6(b) hereofthrough (d) above shall be reasonably satisfactory in form and substance to BAML. BAML will provide the Company with such notice (which may be oral, and in such case, will be confirmed via e-mail or facsimile as soon as reasonably practicable thereafter) as is reasonably practicable under the circumstances when requesting an opinion, letter or other document referred to in Sections 6(b) through (d) above.

Additional Covenants of the Company. The Company further covenants and agrees with the respective Underwriters thatJPMS as follows: (a) During Each delivery of a Transaction Notice by the Company and each execution and delivery by the Company of a Terms Agreement shall be deemed to be (i) an affirmation that the representations, warranties and agreements of the Company and the Operating Partnership herein contained and contained in any certificate delivered to JPMS pursuant hereto are true and correct at such period following Time of Delivery or the date of such Terms Agreement, as the case may be, and (ii) an undertaking that such representations, warranties and agreements will be true and correct on any applicable Time of Sale and Settlement Date (it being understood that such representations, warranties and agreements shall relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of such Transaction Notice or Terms Agreement, as the case may be). (b) Each time that (i) the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall be amended or supplemented (including, except as noted in the proviso at the end of this Agreement Section 6(b), by the filing of any Incorporated Document, but excluding any prospectus supplement filed pursuant to Section 4(b) hereof), (ii) there is a Principal Settlement Date pursuant to a Terms Agreement, or (iii) otherwise as JPMS shall reasonably request on the advice of outside counsel, provided that JPMS shall not make such a request during periods that the Company is not proposing an Agency Transaction to JPMS pursuant to the delivery of a Transaction Notice (each date referred to clauses (i), (ii) and (iii) above, a “Bring-Down Delivery Date”), the Company shall, unless JPMS agrees otherwise, furnish or cause to be furnished to JPMS certificates, dated and delivered as of the applicable Bring-Down Delivery Date, of the same tenor as the certificates referred to in Sections 5(a)(i) and 5(b)(i) hereof, modified as necessary to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificate, or, in lieu of such certificates, certificates to the effect that the statements contained in the certificate referred to in Section 5(a)(i) and the statements contained in the certificate referred to in Section 5(b)(i) hereof furnished to JPMS are true and correct as of such Bring-Down Delivery Date (except that such statements shall be deemed to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificate); provided, however, that the filing of a Current Report on Form 8-K will not constitute a Bring-Down Delivery Date unless (A) (x) such Current Report on Form 8-K is filed at any time during which any Prospectus either a Transaction Notice is binding and the Company has not suspended the use thereof (and prior to the settlement of the Shares specified therein) or a prospectus relating to the Shares is required to be delivered under the 1933 Act and (y) JPMS has reasonably requested that such date be deemed to be a Bring-Down Delivery Date based upon the "Prospectus Delivery Period"), event or events reported in such Current Report on Form 8-K within five Business Days of the Company will deliver to each Underwriter such number of copies of each Prospectus as such Underwriter may reasonably request. (b) During the Prospectus Delivery Period, the Company will file promptly filing thereof with the Commission any amendment or supplement (B) such Current Report on Form 8-K is required pursuant to the Registration Statement or any Prospectus relating to or covering the Certificates that may, in the judgment of the Company or the Underwriters, be required by the 1933 Act and the rules and regulations of the Commission thereunder or requested by the Commission and approved by the UnderwritersSection 2(i). (c) Prior At each Bring-Down Delivery Date, the Company shall, unless JPMS agrees otherwise, cause to filing with be furnished to JPMS (A) the Commission during written opinions and negative assurance letter of ▇▇▇▇▇ Lord LLP, counsel for the Prospectus Company, each dated and delivered as of the applicable Bring-Down Delivery Period any amendment or supplement Date, of the same tenor as the opinions and letter referred to in Sections 5(a)(ii) and 5(a)(iii) hereof, respectively, but modified as necessary to relate to the Registration Statement relating to or covering Statement, the Certificates (other than an amendment by reason of Rule 429 under the 1933 Act) Prospectus or any amendment or supplement Permitted Free Writing Prospectus as amended and supplemented to the Prospectustime of delivery of such opinions and letter, or, in lieu of such opinions and letter, such counsel shall furnish JPMS with letters substantially to the effect that JPMS may rely on the opinions and letter referred to in Sections 5(a)(ii) and 5(a)(iii), furnished to JPMS, to the same extent as though they were dated the date of such letters authorizing reliance (except that statements in such last opinions shall be deemed to relate to the Registration Statement, the Company will furnish a copy thereof Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the Underwriters, and the Company will not file any time of delivery of such amendment or supplement to which the Underwriters shall reasonably objectletters authorizing reliance). (d) The At each Bring-Down Delivery Date, the Company will advise shall, unless JPMS agrees otherwise, cause Ernst & Young LLP to furnish to JPMS a “comfort” letter, dated and delivered as of the Underwriters promptly applicable Bring-Down Delivery Date, of the same tenor as the letter referred to in Section 5(a)(v) hereof, but modified to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the date of such letter. (i) when, during the Prospectus Delivery Period, any post-effective amendment to the Registration Statement relating to or covering the Certificates (other than any amendment by reason of Rule 429 under the 1933 Act) becomes effective, (ii) of any request or proposed request by the Commission for any amendment or supplement to the Registration Statement (insofar as the amendment or supplement relates to or covers the Certificates), for any amendment or supplement to the Prospectus or for any additional information with respect to the Certificates, (iii) of the issuance by the Commission, during the Prospectus Delivery Period, of any stop No order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to Section 8A under the initiation or threat Act shall be pending before or, to the knowledge of any such stop order proceedingthe Company, (iv) of receipt threatened by the Company Commission; the Prospectus and each Permitted Free Writing Prospectus shall have been timely filed with the Commission under the Act (in the case of any notification with respect a Permitted Free Writing Prospectus, to the extent required by Rule 433 under the Act); and all requests by the Commission for additional information shall have been complied with to the satisfaction of JPMS and no suspension of the qualification of the Certificates Shares for offering or sale in any jurisdiction jurisdiction, or of the initiation or threat threatening of any proceeding proceedings for that purpose any of such purposes, will have occurred and be in effect at the time the Company delivers a Transaction Notice; and (vii) of the occurrence, during the Prospectus Delivery Period, of any event that makes untrue any statement of a material fact made in the Registration Statement or any Prospectus or that requires the making of a change in or addition to the Registration Statement or any Prospectus in order to make any material statement therein not misleading. (e) If, during the Prospectus Delivery Period, the Commission issues an order suspending the effectiveness of the Registration Statement, the Company will Prospectus or any Permitted Free Writing Prospectus shall not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make every reasonable effort to obtain the lifting statements therein, in the light of that order the circumstances under which they were made, not misleading at the earliest possible timetime the Company delivers a Transaction Notice. (f) The Company will endeavor shall reasonably cooperate with any reasonable due diligence review requested by JPMS or its counsel from time to qualify time in connection with the Certificates transactions contemplated hereby or any Terms Agreement, including, without limitation, (i) at the commencement of each intended Purchase Date and any Time of Sale or Settlement Date, making available appropriate corporate officers of the Company and, upon reasonable request, representatives of Ernst & Young LLP for offer an update on diligence matters with representatives of JPMS and sale under the securities laws of such jurisdictions (ii) at each Bring-Down Delivery Date or otherwise as the Underwriters JPMS may reasonably request; provided, however, that this Section 5(f) shall not obligate providing information and making available documents and appropriate corporate officers of the Company to file any general consent to service and representatives of process Ernst & Young LLP for one or to qualify to do business in any jurisdiction or as a dealer in securities in any jurisdiction in which it is not so qualifiedmore due diligence sessions with representatives of JPMS and its counsel. (g) The costs and expenses associated with the transactions contemplated by this Agreement Company shall be payable by UBSREI and LBHIdisclose, as and to the extent provided in the respective Mortgage Loan Purchase Agreements. (h) The Company will file any documents and any amendments thereof as may be required to be filed by it pursuant to the 1933 Act and the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the rules and regulations of the Commission under the 1933 Act and the 1934 Act, including, but not limited to, the filing with the Commission pursuant to a Current Report its quarterly reports on Form 810-K, subject to Section 4 hereof, of all Computational Materials Q and ABS Term Sheets in respect of the Certificates furnished by either Underwriter and identified by it as such. Subject to compliance by each Underwriter with Section 4(b)(iv) and (vi) hereof, the Company will file all such Computational Materials and ABS Term Sheets within the time period allotted for such filing pursuant to the Noannual reports on Form 10-Action Letters. Subject to compliance by each Underwriter with Section 4(b)(iv) and (vi) hereof, the Company represents and warrants thatK or, to the extent required by applicable law and SEC interpretations thereof, prospectus supplements, to be filed by the No-Action LettersCompany from time to time, the number of the Shares sold through the Agents under this Agreement and any Terms Agreement, the net proceeds to the Company has timely filed from the sale of the Shares and the compensation paid by the Company with respect to sales of the Commission any Collateral Term Sheets previously delivered Shares pursuant to it this Agreement during the relevant quarter or such shorter period determined by the Company, as contemplated by Section 4(b)(ivthe case may be. All opinions, letters and other documents referred to in Sections 6(b) hereofthrough (d) above shall be reasonably satisfactory in form and substance to JPMS. JPMS will provide the Company with such notice (which may be oral, and in such case, will be confirmed via e-mail or facsimile as soon as reasonably practicable thereafter) as is reasonably practicable under the circumstances when requesting an opinion, letter or other document referred to in Sections 6(b) through (d) above.

Additional Covenants of the Company. The Company further covenants and agrees with the respective Underwriters thatDBS as follows: (a) During Each delivery of a Transaction Notice by the Company and each execution and delivery by the Company of a Terms Agreement shall be deemed to be (i) an affirmation that the representations, warranties and agreements of the Company and the Operating Partnership herein contained and contained in any certificate delivered to DBS pursuant hereto are true and correct at such period following Time of Delivery or the date of such Terms Agreement, as the case may be, and (ii) an undertaking that such representations, warranties and agreements will be true and correct on any applicable Time of Sale and Settlement Date (it being understood that such representations, warranties and agreements shall relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of such Transaction Notice or Terms Agreement, as the case may be). (b) Each time that (i) the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall be amended or supplemented (including, except as noted in the proviso at the end of this Agreement Section 6(b), by the filing of any Incorporated Document, but excluding any prospectus supplement filed pursuant to Section 4(b) hereof), (ii) there is a Principal Settlement Date pursuant to a Terms Agreement, or (iii) otherwise as DBS shall reasonably request on the advice of outside counsel, provided that DBS shall not make such a request during periods that the Company is not proposing an Agency Transaction to DBS pursuant to the delivery of a Transaction Notice (each date referred to clauses (i), (ii) and (iii) above, a “Bring-Down Delivery Date”), the Company shall, unless DBS agrees otherwise, furnish or cause to be furnished to DBS certificates, dated and delivered as of the applicable Bring-Down Delivery Date, of the same tenor as the certificates referred to in Sections 5(a)(i) and 5(b)(i) hereof, modified as necessary to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificate, or, in lieu of such certificates, certificates to the effect that the statements contained in the certificate referred to in Section 5(a)(i) and the statements contained in the certificate referred to in Section 5(b)(i) hereof furnished to DBS are true and correct as of such Bring-Down Delivery Date (except that such statements shall be deemed to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificate); provided, however, that the filing of a Current Report on Form 8-K will not constitute a Bring-Down Delivery Date unless (A) (x) such Current Report on Form 8-K is filed at any time during which any Prospectus either a Transaction Notice is binding and the Company has not suspended the use thereof (and prior to the settlement of the Shares specified therein) or a prospectus relating to the Shares is required to be delivered under the 1933 Act and (y) DBS has reasonably requested that such date be deemed to be a Bring-Down Delivery Date based upon the "Prospectus Delivery Period"), event or events reported in such Current Report on Form 8-K within five Business Days of the Company will deliver to each Underwriter such number of copies of each Prospectus as such Underwriter may reasonably request. (b) During the Prospectus Delivery Period, the Company will file promptly filing thereof with the Commission any amendment or supplement (B) such Current Report on Form 8-K is required pursuant to the Registration Statement or any Prospectus relating to or covering the Certificates that may, in the judgment of the Company or the Underwriters, be required by the 1933 Act and the rules and regulations of the Commission thereunder or requested by the Commission and approved by the UnderwritersSection 2(i). (c) Prior At each Bring-Down Delivery Date, the Company shall, unless DBS agrees otherwise, cause to filing with be furnished to DBS (A) the Commission during written opinions and negative assurance letter of ▇▇▇▇▇ Lord LLP, counsel for the Prospectus Company, each dated and delivered as of the applicable Bring-Down Delivery Period any amendment or supplement Date, of the same tenor as the opinions and letter referred to in Sections 5(a)(ii) and 5(a)(iii) hereof, respectively, but modified as necessary to relate to the Registration Statement relating to or covering Statement, the Certificates (other than an amendment by reason of Rule 429 under the 1933 Act) Prospectus or any amendment or supplement Permitted Free Writing Prospectus as amended and supplemented to the Prospectustime of delivery of such opinions and letter, or, in lieu of such opinions and letter, such counsel shall furnish DBS with letters substantially to the effect that DBS may rely on the opinions and letter referred to in Sections 5(a)(ii) and 5(a)(iii), furnished to DBS, to the same extent as though they were dated the date of such letters authorizing reliance (except that statements in such last opinions shall be deemed to relate to the Registration Statement, the Company will furnish a copy thereof Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the Underwriters, and the Company will not file any time of delivery of such amendment or supplement to which the Underwriters shall reasonably objectletters authorizing reliance). (d) The At each Bring-Down Delivery Date, the Company will advise shall, unless DBS agrees otherwise, cause Ernst & Young LLP to furnish to DBS a “comfort” letter, dated and delivered as of the Underwriters promptly applicable Bring-Down Delivery Date, of the same tenor as the letter referred to in Section 5(a)(v) hereof, but modified to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the date of such letter. (i) when, during the Prospectus Delivery Period, any post-effective amendment to the Registration Statement relating to or covering the Certificates (other than any amendment by reason of Rule 429 under the 1933 Act) becomes effective, (ii) of any request or proposed request by the Commission for any amendment or supplement to the Registration Statement (insofar as the amendment or supplement relates to or covers the Certificates), for any amendment or supplement to the Prospectus or for any additional information with respect to the Certificates, (iii) of the issuance by the Commission, during the Prospectus Delivery Period, of any stop No order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to Section 8A under the initiation or threat Act shall be pending before or, to the knowledge of any such stop order proceedingthe Company, (iv) of receipt threatened by the Company Commission; the Prospectus and each Permitted Free Writing Prospectus shall have been timely filed with the Commission under the Act (in the case of any notification with respect a Permitted Free Writing Prospectus, to the extent required by Rule 433 under the Act); and all requests by the Commission for additional information shall have been complied with to the satisfaction of DBS and no suspension of the qualification of the Certificates Shares for offering or sale in any jurisdiction jurisdiction, or of the initiation or threat threatening of any proceeding proceedings for that purpose any of such purposes, will have occurred and be in effect at the time the Company delivers a Transaction Notice; and (vii) of the occurrence, during the Prospectus Delivery Period, of any event that makes untrue any statement of a material fact made in the Registration Statement or any Prospectus or that requires the making of a change in or addition to the Registration Statement or any Prospectus in order to make any material statement therein not misleading. (e) If, during the Prospectus Delivery Period, the Commission issues an order suspending the effectiveness of the Registration Statement, the Company will Prospectus or any Permitted Free Writing Prospectus shall not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make every reasonable effort to obtain the lifting statements therein, in the light of that order the circumstances under which they were made, not misleading at the earliest possible timetime the Company delivers a Transaction Notice. (f) The Company will endeavor shall reasonably cooperate with any reasonable due diligence review requested by DBS or its counsel from time to qualify time in connection with the Certificates transactions contemplated hereby or any Terms Agreement, including, without limitation, (i) at the commencement of each intended Purchase Date and any Time of Sale or Settlement Date, making available appropriate corporate officers of the Company and, upon reasonable request, representatives of Ernst & Young LLP for offer an update on diligence matters with representatives of DBS and sale under the securities laws of such jurisdictions (ii) at each Bring-Down Delivery Date or otherwise as the Underwriters DBS may reasonably request; provided, however, that this Section 5(f) shall not obligate providing information and making available documents and appropriate corporate officers of the Company to file any general consent to service and representatives of process Ernst & Young LLP for one or to qualify to do business in any jurisdiction or as a dealer in securities in any jurisdiction in which it is not so qualifiedmore due diligence sessions with representatives of DBS and its counsel. (g) The costs and expenses associated with the transactions contemplated by this Agreement Company shall be payable by UBSREI and LBHIdisclose, as and to the extent provided in the respective Mortgage Loan Purchase Agreements. (h) The Company will file any documents and any amendments thereof as may be required to be filed by it pursuant to the 1933 Act and the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the rules and regulations of the Commission under the 1933 Act and the 1934 Act, including, but not limited to, the filing with the Commission pursuant to a Current Report its quarterly reports on Form 810-K, subject to Section 4 hereof, of all Computational Materials Q and ABS Term Sheets in respect of the Certificates furnished by either Underwriter and identified by it as such. Subject to compliance by each Underwriter with Section 4(b)(iv) and (vi) hereof, the Company will file all such Computational Materials and ABS Term Sheets within the time period allotted for such filing pursuant to the Noannual reports on Form 10-Action Letters. Subject to compliance by each Underwriter with Section 4(b)(iv) and (vi) hereof, the Company represents and warrants thatK or, to the extent required by applicable law and SEC interpretations thereof, prospectus supplements, to be filed by the No-Action LettersCompany from time to time, the number of the Shares sold through the Agents under this Agreement and any Terms Agreement, the net proceeds to the Company has timely filed from the sale of the Shares and the compensation paid by the Company with respect to sales of the Commission any Collateral Term Sheets previously delivered Shares pursuant to it this Agreement during the relevant quarter or such shorter period determined by the Company, as contemplated by Section 4(b)(ivthe case may be. All opinions, letters and other documents referred to in Sections 6(b) hereofthrough (d) above shall be reasonably satisfactory in form and substance to DBS. DBS will provide the Company with such notice (which may be oral, and in such case, will be confirmed via e-mail or facsimile as soon as reasonably practicable thereafter) as is reasonably practicable under the circumstances when requesting an opinion, letter or other document referred to in Sections 6(b) through (d) above.

Additional Covenants of the Company. The Company further covenants and agrees with the respective Underwriters thateach Agent as follows: (a) During Each Transaction Proposal made by the Company that is accepted by any Agent by means of a Transaction Acceptance and each execution and delivery by the Company of a Terms Agreement shall be deemed to be (i) an affirmation that the representations, warranties and agreements of the Company herein contained and contained in any certificate delivered to such period following Agent pursuant hereto are true and correct at such Time of Acceptance or the date of such Terms Agreement, as the case may be, and (ii) an undertaking that such representations, warranties and agreements will be true and correct on any applicable Time of Sale and Settlement Date, as though made at and as of each such time (it being understood that such representations, warranties and agreements shall relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of such Transaction Acceptance or Terms Agreement, as the case may be). (b) Each time that (i) the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall be amended or supplemented (including, except as noted in the proviso at the end of this Agreement Section 6(b), by the filing of any Incorporated Document), (ii) there is a Principal Settlement Date pursuant to a Terms Agreement, or (iii) any Agent shall reasonably request (each date referred to in clauses (i), (ii) and (iii) above, a “Bring-Down Delivery Date”), the Company shall, unless the Agents agree otherwise, furnish or cause to be furnished to the Agents certificates, dated as of such Bring-Down Delivery Date and delivered within one Exchange Business Day after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, delivered on such Principal Settlement Date, consisting of (1) a certificate of the same tenor as the certificate referred to in Section 5(a)(i) hereof, modified as necessary to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificate, and (2) a certificate signed by the Company’s Chief Financial Officer, in form and substance reasonably satisfactory to the Agents, certifying as to such financial, numerical and statistical data that is not covered by the accountants’ “comfort” letter dated as of such Bring-Down Delivery Date as the Agents may reasonably request, or, in lieu of such certificates, certificates to the effect that the statements contained in the certificate referred to in Section 5(a)(i) hereof and, unless the Agents shall have reasonably requested that the Chief Financial Officer’s certificate cover different or additional data, the most recent Chief Financial Officer’s certificate furnished to the Agents are true and correct as of such Bring-Down Delivery Date as though made at and as of such date (except that such statements shall be deemed to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificate); provided, however, that the filing of a Current Report on Form 8-K will not constitute a Bring-Down Delivery Date under clause (i) above unless either (A) (x) such Current Report on Form 8-K is filed at any time during which any Prospectus either a Transaction Acceptance is binding and the Company has not suspended the use thereof (and prior to the settlement of the Shares specified therein) or a prospectus relating to the Shares is required to be delivered under the 1933 Securities Act (whether physically or through compliance with Rule 172 under the "Prospectus Securities Act or any similar rule) or such Current Report on Form 8-K is filed at any time from and including the date of a Terms Agreement through and including the related Settlement Date and (y) the Agents have reasonably requested that such date be deemed to be a Bring-Down Delivery Period")Date based upon the event or events reported in such Current Report on Form 8-K or (B) such Current Report on Form 8-K contains capsule financial information, historical or pro forma financial statements, supporting schedules or other financial data, including any Current Report on Form 8-K or part thereof under Item 2.02 that is considered “filed” under the Company will deliver to each Underwriter such number of copies of each Prospectus as such Underwriter may reasonably request. (b) During the Prospectus Delivery PeriodExchange Act; and provided, the Company will file promptly with the Commission any further, that an amendment or supplement to the Registration Statement or any the Prospectus relating to or covering the Certificates that may, in offering of securities other than Common Stock pursuant to the judgment of the Company or the Underwriters, be required by the 1933 Act and the rules and regulations of the Commission thereunder or requested by the Commission and approved by the UnderwritersRegistration Statement will not constitute a Bring-Down Delivery Date. (c) Prior At each Bring-Down Delivery Date, the Company shall, unless the Agents agree otherwise, cause to filing with be furnished to the Commission during Agents (A) the Prospectus written opinion and, if not included in such opinion, negative assurance letter of ▇▇▇▇▇▇▇▇ & Worcester LLP, counsel to the Company, the written opinion and, if not included in such opinion, a negative assurance letter of the General Counsel of the Company, and the written opinion and, if not included in such opinion, negative assurance letter of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Agents, each dated as of the applicable Bring-Down Delivery Period any amendment Date and delivered within one Exchange Business Day after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, dated and delivered on such Principal Settlement Date, of the same tenor as the opinions and letters referred to in Section 5(a)(ii) or supplement Section 5(b) hereof, as applicable, but modified as necessary to relate to the Registration Statement relating Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to or covering the Certificates (other than an amendment by reason time of Rule 429 under delivery of such opinions and letters, or, in lieu of such opinions and letters, each such counsel shall furnish the 1933 ActAgents with a letter substantially to the effect that the Agents may rely on the opinion and letter of such counsel referred to in Section 5(a)(ii) or any amendment or supplement Section 5(b), as applicable, furnished to the ProspectusAgents, to the same extent as though they were dated the date of such letter authorizing reliance (except that statements in such last opinion and letter of such counsel shall be deemed to relate to the Registration Statement, the Company will furnish a copy thereof Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the Underwriters, and the Company will not file any time of delivery of such amendment or supplement to which the Underwriters shall reasonably objectletters authorizing reliance). (d) The At each Bring-Down Delivery Date, the Company will advise shall, unless the Underwriters promptly (iAgents agree otherwise, cause Deloitte & Touche LLP to furnish to the Agents a “comfort” letter, dated as of the applicable Bring-Down Delivery Date and delivered within one Exchange Business Day after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, delivered on such Principal Settlement Date, of the same tenor as the letter referred to in Section 5(a)(iii) whenhereof, during the Prospectus Delivery Period, any post-effective amendment but modified to relate to the Registration Statement relating Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the date of such letter, and, if the Registration Statement, the Prospectus or covering any Permitted Free Writing Prospectus shall include or incorporate by reference any Rule 3-14 Information, or the Certificates financial statements of any entity or business (other than any amendment by reason the consolidated financial statements of Rule 429 under the 1933 Act) becomes effectiveCompany and its subsidiaries), (ii) of any request or proposed request the Company shall, if requested by the Commission for any amendment or supplement Agents, cause a firm of independent public accountants to furnish to the Registration Statement (insofar Agents a “comfort” letter, dated as of the applicable Bring-Down Delivery Date and delivered within one Exchange Business Day after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, delivered on such Principal Settlement Date, addressing such matters as the amendment or supplement relates to or covers the Certificates)Agents may reasonably request (provided, for any amendment or supplement to the Prospectus or for any additional information that no such comfort letter shall be required with respect to the Certificates, financial statements of Recall Holdings Limited and its subsidiaries incorporated by reference into the Registration Statement and the Prospectus). (iiii) of the issuance by the Commission, during the Prospectus Delivery Period, of any stop No order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to Section 8A under the initiation Securities Act shall be pending before or threat of any such stop order proceeding, (iv) of receipt threatened by the Company Commission; the Prospectus and each Permitted Free Writing Prospectus shall have been timely filed with the Commission under the Securities Act (in the case of any notification with respect a Permitted Free Writing Prospectus, to the extent required by Rule 433 under the Securities Act); and all requests by the Commission for additional information shall have been complied with to the reasonable satisfaction of the Agents and no suspension of the qualification of the Certificates Shares for offering or sale in any jurisdiction jurisdiction, or of the initiation or threat threatening of any proceeding proceedings for that purpose any of such purposes, shall have occurred and be in effect at the time the Company delivers a Transaction Proposal to any Agent or the time any Agent delivers a Transaction Acceptance to the Company; and (vii) of the occurrence, during the Prospectus Delivery Period, of any event that makes untrue any statement of a material fact made in the Registration Statement or any Prospectus or that requires the making of a change in or addition to the Registration Statement or any Prospectus in order to make any material statement therein not misleading. (e) If, during the Prospectus Delivery Period, the Commission issues an order suspending the effectiveness of the Registration Statement, the Company will Prospectus or any Permitted Free Writing Prospectus shall not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make every reasonable effort to obtain the lifting statements therein, in the light of that order the circumstances under which they were made, not misleading at the earliest possible timetime the Company delivers a Transaction Proposal to any Agent or the time any Agent delivers a Transaction Acceptance to the Company. (f) The Company will endeavor shall reasonably cooperate with any reasonable due diligence review requested by the Agents or their counsel from time to qualify time in connection with the Certificates transactions contemplated hereby or any Terms Agreement, including, without limitation, (i) at the commencement of each intended Purchase Date and any Time of Sale or Settlement Date, providing information and making available appropriate documents and appropriate corporate officers of the Company and, upon reasonable request, representatives of Deloitte & Touche LLP (and, if the Registration Statement, the Prospectus or any Permitted Free-Writing Prospectus shall include or incorporate by reference the financial statements of any entity or business (other than the consolidated financial statements of the Company and its subsidiaries), representatives of the independent public accountants that audited or reviewed such financial statements) for offer an update on diligence matters with representatives of the Agents and sale under the securities laws of such jurisdictions (ii) at each Bring-Down Delivery Date and otherwise as the Underwriters Agents may reasonably request; provided, however, that this Section 5(f) shall not obligate providing information and making available documents and appropriate corporate officers of the Company to file and representatives of Deloitte & Touche LLP (and, if the Registration Statement, the Prospectus or any general consent to service Permitted Free-Writing Prospectus shall include or incorporate by reference the financial statements of process any entity or to qualify to do business in any jurisdiction (other than the consolidated financial statements of the Company and its subsidiaries), representatives of the independent public accountants that audited or as a dealer in securities in any jurisdiction in which it is not so qualifiedreviewed such financial statements) for one or more due diligence sessions with representatives of the Agents and their counsel. (g) The costs Company shall disclose, in its quarterly reports on Form 10-Q and expenses associated with in its annual report on Form 10-K and, if requested by the transactions contemplated by this Agreement shall be payable by UBSREI and LBHIAgents, as and in supplements to the extent provided in the respective Mortgage Loan Purchase Agreements. (h) The Company will file any documents and any amendments thereof as may be required Prospectus to be filed by it pursuant the Company with the Commission from time to time, the 1933 Act number of the Shares sold through the Agents under this Agreement and the Securities Exchange Act of 1934, as amended (the "1934 Act")any Terms Agreement, and the rules gross and regulations net proceeds to the Company from the sale of the Commission under the 1933 Act Shares and the 1934 Act, including, but not limited to, compensation paid by the filing Company with respect to sales of the Commission Shares pursuant to a Current this Agreement during the relevant quarter or, in the case of any such prospectus supplement, such shorter period as the Agents may reasonably request or, in the case of an Annual Report on Form 810-K, subject during the fiscal year covered by such Annual Report and the fourth quarter of such fiscal year. All opinions, letters and other documents referred to Section 4 hereof, of all Computational Materials in Sections 6(b) through (d) above shall be reasonably satisfactory in form and ABS Term Sheets in respect of substance to the Certificates furnished by either Underwriter and identified by it as suchAgents. Subject to compliance by each Underwriter with Section 4(b)(iv) and (vi) hereof, The Agents will provide the Company with such notice (which may be oral, and in such case, will file all such Computational Materials and ABS Term Sheets within be confirmed via e-mail as soon as reasonably practicable thereafter) as is reasonably practicable under the time period allotted for such filing pursuant circumstances when requesting an opinion, letter or other document referred to the No-Action Letters. Subject to compliance by each Underwriter with Section 4(b)(ivin Sections 6(b) and through (vid) hereof, the Company represents and warrants that, to the extent required by the No-Action Letters, the Company has timely filed with the Commission any Collateral Term Sheets previously delivered to it as contemplated by Section 4(b)(iv) hereofabove.

Additional Covenants of the Company. The Company further covenants and agrees with the respective Underwriters thateach Underwriter as follows: (a) During such period following Delivery of Registration Statement, Time of Sale Prospectus and Prospectus. The Company shall furnish to you, without charge, [ ] signed copies of the Registration Statement, any amendments thereto and any Rule 462(b) Registration Statement (including exhibits thereto) and for delivery to each other Underwriter a conformed copy of the Registration Statement, any amendments thereto and any Rule 462(b) Registration Statement (without exhibits thereto) and shall furnish to you in New York City, without charge, prior to 10:00 a.m. New York City time on the business day next succeeding the date of this Agreement and during the period mentioned in which any Prospectus is required to be delivered under Section 3(e) or 3(f) below, as many copies of the 1933 Act (the "Prospectus Delivery Period")Time of Sale Prospectus, the Company will deliver Prospectus and any supplements and amendments thereto or to each Underwriter such number of copies of each Prospectus the Registration Statement as such Underwriter you may reasonably request. (b) During Representative's Review of Proposed Amendments and Supplements. Prior to amending or supplementing the Registration Statement (including any registration statement filed under Rule 462(b) under the Securities Act), any preliminary prospectus, the Time of Sale Prospectus Delivery Periodor the Prospectus, the Company will shall furnish to the Representative for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of each such proposed amendment or supplement, and the Company shall not file promptly or use any such proposed amendment or supplement without the Representative's consent, and to file with the Commission within the applicable period specified in Rule 424(b) under the Securities Act any amendment or supplement prospectus required to the Registration Statement or any Prospectus relating be filed pursuant to or covering the Certificates that may, in the judgment of the Company or the Underwriters, be required by the 1933 Act and the rules and regulations of the Commission thereunder or requested by the Commission and approved by the Underwriterssuch Rule. (c) Prior to filing with the Commission during the Prospectus Delivery Period any amendment or supplement Free Writing Prospectuses. The Company shall furnish to the Registration Statement relating Representative for review, a reasonable amount of time prior to the proposed time of filing or covering the Certificates (other than an amendment by reason use thereof, a copy of Rule 429 under the 1933 Act) each proposed free writing prospectus or any amendment or supplement thereto to the Prospectusbe prepared by or on behalf of, used by, or referred to by the Company will furnish a copy thereof to the Underwriters, and the Company will shall not file file, use or refer to any such amendment proposed free writing prospectus or supplement to which the Underwriters shall reasonably object. (d) The Company will advise the Underwriters promptly (i) when, during the Prospectus Delivery Period, any post-effective amendment to the Registration Statement relating to or covering the Certificates (other than any amendment by reason of Rule 429 under the 1933 Act) becomes effective, (ii) of any request or proposed request by the Commission for any amendment or supplement thereto without the Representative's consent. The Company shall furnish to each Underwriter, without charge, as many copies of any free writing prospectus prepared by or on behalf of, or used by the Registration Statement Company, as such Underwriter may reasonably request. If at any time when a prospectus is required by the Securities Act (insofar as the amendment or supplement relates including, without limitation, pursuant to or covers the CertificatesRule 173(d), for any amendment or supplement ) to the Prospectus or for any additional information be delivered in connection with respect to the Certificates, (iii) sales of the issuance Offered Shares (but in any event if at any time through and including the First Closing Date) there occurred or occurs an event or development as a result of which any free writing prospectus prepared by or on behalf of, used by, or referred to by the Commission, during Company conflicted or would conflict with the Prospectus Delivery Period, of any stop order suspending the effectiveness of information contained in the Registration Statement or the initiation included or threat of any such stop order proceeding, (iv) of receipt by the Company of any notification with respect to the suspension of the qualification of the Certificates for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose and (v) of the occurrence, during the Prospectus Delivery Period, of any event that makes would include an untrue any statement of a material fact made in the Registration Statement or any Prospectus omitted or that requires the making of would omit to state a change in or addition to the Registration Statement or any Prospectus material fact necessary in order to make any material statement therein the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading. (e) If, during the Prospectus Delivery Period, the Commission issues an order suspending the effectiveness of the Registration Statement, the Company shall promptly amend or supplement such free writing prospectus to eliminate or correct such conflict or so that the statements in such free writing prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make every reasonable effort to obtain the lifting statements therein, in the light of that order the circumstances prevailing at the earliest possible such subsequent time. (f) The Company will endeavor to qualify the Certificates for offer and sale under the securities laws of such jurisdictions , not misleading, as the Underwriters case may reasonably requestbe; provided, however, that this Section 5(f) prior to amending or supplementing any such free writing prospectus, the Company shall furnish to the Representative for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of such proposed amended or supplemented free writing prospectus and the Company shall not obligate file, use or refer to any such amended or supplemented free writing prospectus without the Company to file any general consent to service of process or to qualify to do business in any jurisdiction or as a dealer in securities in any jurisdiction in which it is not so qualifiedRepresentative's consent. (gd) The costs and expenses associated with the transactions contemplated by this Agreement shall be payable by UBSREI and LBHI, as and to the extent provided in the respective Mortgage Loan Purchase Agreements. (h) Filing of Underwriter Free Writing Prospectuses. The Company will file shall not take any documents and any amendments thereof as may be action that would result in an Underwriter or the Company being required to be filed by it pursuant to the 1933 Act and the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the rules and regulations of the Commission under the 1933 Act and the 1934 Act, including, but not limited to, the filing file with the Commission pursuant to Rule 433(d) under the Securities Act a Current Report free writing prospectus prepared by or on Form 8-K, subject to Section 4 hereof, of all Computational Materials and ABS Term Sheets in respect behalf of the Certificates furnished by either Underwriter and identified by it as such. Subject that the Underwriter otherwise would not have been required to compliance by each Underwriter with Section 4(b)(iv) and (vi) hereof, the Company will file all such Computational Materials and ABS Term Sheets within the time period allotted for such filing pursuant to the No-Action Letters. Subject to compliance by each Underwriter with Section 4(b)(iv) and (vi) hereof, the Company represents and warrants that, to the extent required by the No-Action Letters, the Company has timely filed with the Commission any Collateral Term Sheets previously delivered to it as contemplated by Section 4(b)(iv) hereofthereunder.

Additional Covenants of the Company. The Company covenants and the Operating Partnership further covenant and agree with the respective Underwriters that▇▇▇▇▇ Fargo as follows: (a) During Each acceptance of a Transaction Notice by the Company and each execution and delivery by the Company of a Terms Agreement shall be deemed to be (i) an affirmation that the representations, warranties and agreements of the Company and the Operating Partnership herein contained and contained in any certificate delivered to ▇▇▇▇▇ Fargo pursuant hereto are true and correct at such period following Time of Acceptance or the date of such Terms Agreement, as the case may be, and (ii) an undertaking that such representations, warranties and agreements will be true and correct on any applicable Time of Sale and Settlement Date, as though made at and as of each such time (it being understood that such representations, warranties and agreements shall relate to the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus as amended and supplemented to the time of such Transaction Notice or Terms Agreement, at or before the Time of Sale as the case may be). (b) Each time that (i) the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall be amended or supplemented (including, except as noted in the proviso at the end of this Agreement Section 6(b), by the filing of any Incorporated Document, but excluding any prospectus supplement filed pursuant to Section 4(b) hereof or an amendment or supplement relating solely to the issuance or offering of securities other than the Shares) or, unless a Transaction Notice is then in effect and has not been suspended or the Settlement Date for any Shares previously sold has not yet occurred, at such later date selected by the Company following such amendment or supplement (but, in any event, no later than the first date and time following such amendment or supplement on which the Company accepts a Transaction Notice or enters into a Terms Agreement), (ii) there is a Principal Settlement Date pursuant to a Terms Agreement, or (iii) otherwise as ▇▇▇▇▇ Fargo shall reasonably request, provided that ▇▇▇▇▇ Fargo shall not make such a request during periods that the Company is not and will not be selling any Shares (each date referred to clauses (i), (ii) and (iii) above, a “Bring-Down Delivery Date”), the Company shall, unless ▇▇▇▇▇ Fargo agrees otherwise, furnish or cause to be furnished to ▇▇▇▇▇ Fargo a certificate, dated and delivered as of the applicable Bring-Down Delivery Date, of the same tenor as the certificate referred to in Section 5(a)(i) hereof, modified as necessary to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificate, or, in lieu of such certificate, a certificate to the effect that the statements contained in the certificate referred to in Section 5(a)(i) hereof furnished to ▇▇▇▇▇ Fargo are true and correct as of such Bring-Down Delivery Date as though made at and as of such date (except that such statements shall be deemed to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificate); provided, however, that the filing of a Current Report on Form 8-K will not constitute a Bring-Down Delivery Date unless (A) (x) such Current Report on Form 8-K is filed at any time during which either a Transaction Notice is binding and the Company has not suspended the use thereof (and prior to the settlement of the Shares specified therein) or a prospectus relating to the Shares is required to be delivered under the 1933 Act (the "Prospectus Delivery Period"), the Company will deliver to each Underwriter such number of copies of each Prospectus as such Underwriter may reasonably request. (b) During the Prospectus Delivery Period, the Company will file promptly with the Commission any amendment or supplement to the Registration Statement or any Prospectus relating to or covering the Certificates that may, in the judgment of the Company or the Underwriters, be required by the 1933 Securities Act and (y) ▇▇▇▇▇ Fargo has reasonably requested that such date be deemed to be a Bring-Down Delivery Date based upon the rules and regulations of the Commission thereunder event or requested by the Commission and approved by the Underwritersevents reported in such Current Report on Form 8-K or (B) such Current Report on Form 8-K is required pursuant to Section 2(j). (c) Prior Each Bring-Down Delivery Date, the Company shall, unless ▇▇▇▇▇ Fargo agrees otherwise, cause to filing with be furnished to ▇▇▇▇▇ Fargo (A) the Commission during written opinion and negative assurance letter of ▇▇▇▇▇▇▇ Procter LLP, counsel to the Prospectus Company, and (B) the written opinion of ▇▇▇▇▇▇▇ Procter LLP, tax counsel to the Company, each dated and delivered as of the applicable Bring-Down Delivery Period any amendment or supplement Date, of the same tenor as the opinions and letter referred to in Section 5(a)(ii) and Section 5(a)(iii) hereof, respectively, but modified as necessary to relate to the Registration Statement relating to or covering Statement, the Certificates (other than an amendment by reason of Rule 429 under the 1933 Act) Prospectus or any amendment or supplement Permitted Free Writing Prospectus as amended and supplemented to the Prospectustime of delivery of such opinions and letter, or, in lieu of such opinions and letter, such counsel shall furnish ▇▇▇▇▇ Fargo with letters substantially to the effect that ▇▇▇▇▇ Fargo may rely on the opinions and letter referred to in Sections 5(a)(ii) and 5(a)(iii), furnished to ▇▇▇▇▇ Fargo, to the same extent as though they were dated the date of such letters authorizing reliance (except that statements in such last opinions shall be deemed to relate to the Registration Statement, the Company will furnish a copy thereof Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the Underwriters, and the Company will not file any time of delivery of such amendment or supplement to which the Underwriters shall reasonably objectletters authorizing reliance). (d) The Each Bring-Down Delivery Date, the Company will advise shall, unless ▇▇▇▇▇ Fargo agrees otherwise, cause Ernst & Young LLP to furnish to ▇▇▇▇▇ Fargo a “comfort” letter, dated and delivered as of the Underwriters promptly applicable Bring-Down Delivery Date, of the same tenor as the letter referred to in Section 5(a)(iv) hereof, but modified to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the date of such letter. (e) Each Bring-Down Delivery Date, to the extent required pursuant to Section 2(j) above, the Company shall, unless ▇▇▇▇▇ Fargo agrees otherwise, cause to be furnished to ▇▇▇▇▇ Fargo a certificate of the chief financial officer of the Company of the same tenor as the certificate referred to in Section 2(j). (i) when, during the Prospectus Delivery Period, any post-effective amendment to the Registration Statement relating to or covering the Certificates (other than any amendment by reason of Rule 429 under the 1933 Act) becomes effective, (ii) of any request or proposed request by the Commission for any amendment or supplement to the Registration Statement (insofar as the amendment or supplement relates to or covers the Certificates), for any amendment or supplement to the Prospectus or for any additional information with respect to the Certificates, (iii) of the issuance by the Commission, during the Prospectus Delivery Period, of any stop No order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to Section 8A under the initiation Securities Act shall be pending before or threat of any such stop order proceeding, (iv) of receipt threatened by the Commission at the time the Company accepts a Transaction Notice; the Prospectus and each Permitted Free Writing Prospectus shall have been timely filed with the Commission under the Securities Act (in the case of any notification with respect a Permitted Free Writing Prospectus, to the extent required by Rule 433 under the Securities Act); and all requests by the Commission for additional information shall have been complied with to the satisfaction of ▇▇▇▇▇ Fargo and no suspension of the qualification of the Certificates Shares for offering or sale in any jurisdiction jurisdiction, or of the initiation or threat threatening of any proceeding proceedings for that purpose any of such purposes, will have occurred and be in effect at the time the Company accepts a Transaction Notice; and (vii) of the occurrence, during the Prospectus Delivery Period, of any event that makes untrue any statement of a material fact made in the Registration Statement or any Prospectus or that requires the making of a change in or addition to the Registration Statement or any Prospectus in order to make any material statement therein not misleading. (e) If, during the Prospectus Delivery Period, the Commission issues an order suspending the effectiveness of the Registration Statement, the Company will Prospectus or any Permitted Free Writing Prospectus shall not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make every reasonable effort to obtain the lifting statements therein, in the light of that order the circumstances under which they were made, not misleading at the earliest possible time. (f) The Company will endeavor to qualify the Certificates for offer and sale under the securities laws of such jurisdictions as the Underwriters may reasonably request; provided, however, that this Section 5(f) shall not obligate time the Company to file any general consent to service of process or to qualify to do business in any jurisdiction or as accepts a dealer in securities in any jurisdiction in which it is not so qualifiedTransaction Notice. (g) The costs and expenses associated Company shall reasonably cooperate with any reasonable due diligence review requested by ▇▇▇▇▇ Fargo or its counsel from time to time in connection with the transactions contemplated by this Agreement shall be payable by UBSREI hereby or any Terms Agreement, including, without limitation, (i) at the commencement of each intended Purchase Date and LBHIany Time of Sale or Settlement Date, making available appropriate corporate officers of the Company and, upon reasonable request, representatives of Ernst & Young LLP for an update on diligence matters with representatives of ▇▇▇▇▇ Fargo and (ii) at each Bring-Down Delivery Date or otherwise as ▇▇▇▇▇ Fargo may reasonably request, providing information and to making available documents and appropriate corporate officers of the extent provided in the respective Mortgage Loan Purchase AgreementsCompany and representatives of Ernst & Young LLP for one or more due diligence sessions with representatives of ▇▇▇▇▇ Fargo and its counsel. (h) The To the extent required under applicable law, the Company will file any documents and any amendments thereof as may be required shall disclose, in its quarterly reports on Form 10-Q, in its annual report on Form 10-K and/or, at the Company’s option, in prospectus supplements to be filed by it the Company from time to time, the number of the Shares sold through the Agents under this Agreement and any Terms Agreement, the net proceeds to the Company from the sale of the Shares and the compensation paid by the Company with respect to sales of the Shares pursuant to this Agreement during the 1933 Act and relevant quarter or such shorter period determined by the Securities Exchange Act of 1934Company, as amended the case may be. All opinions, letters and other documents referred to in Sections 6(b) through (d) above shall be reasonably satisfactory in form and substance to ▇▇▇▇▇ Fargo. ▇▇▇▇▇ Fargo will provide the "1934 Act")Company with such notice (which may be oral, and the rules and regulations of the Commission in such case, will be confirmed via e-mail or facsimile as soon as reasonably practicable thereafter) as is reasonably practicable under the 1933 Act and the 1934 Actcircumstances when requesting an opinion, including, but not limited to, the filing with the Commission pursuant letter or other document referred to a Current Report on Form 8-K, subject to Section 4 hereof, of all Computational Materials and ABS Term Sheets in respect of the Certificates furnished by either Underwriter and identified by it as such. Subject to compliance by each Underwriter with Section 4(b)(ivSections 6(b) and through (vid) hereof, the Company will file all such Computational Materials and ABS Term Sheets within the time period allotted for such filing pursuant to the No-Action Letters. Subject to compliance by each Underwriter with Section 4(b)(iv) and (vi) hereof, the Company represents and warrants that, to the extent required by the No-Action Letters, the Company has timely filed with the Commission any Collateral Term Sheets previously delivered to it as contemplated by Section 4(b)(iv) hereofabove.

Additional Covenants of the Company. The Company further covenants and agrees with the respective Underwriters thatCitigroup as follows: (a) During Each acceptance of a Transaction Notice by the Company and each execution and delivery by the Company of a Terms Agreement shall be deemed to be (i) an affirmation that the representations, warranties and agreements of the Company herein contained and contained in any certificate delivered to Citigroup pursuant hereto are true and correct at such period following Time of Acceptance or the date of this Agreement in which such Terms Agreement, as the case may be, and (ii) an undertaking that such representations, warranties and agreements will be true and correct on any Prospectus is required applicable Time of Sale and Settlement Date, as though made at and as of each such time (it being understood that such representations, warranties and agreements shall relate to be delivered under the 1933 Act (the "Prospectus Delivery Period")Registration Statement, the Company will deliver to each Underwriter such number of copies of each Prospectus and any Permitted Free Writing Prospectus as amended and supplemented to the time of such Underwriter Transaction Notice or Terms Agreement, at or before the Time of Sale as the case may reasonably requestbe). (b) During Each time that (i) the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall be amended or supplemented (except by the filing of any Incorporated Document (other than an Annual Report on Form 10-K, Quarterly Report on Form 10-Q or Current Report on Form 8-K that is required pursuant to Section 2(j)), any prospectus supplement filed pursuant to Section 4(b) hereof or an amendment or supplement relating solely to the issuance or offering of securities other than the Shares) or, unless a Transaction Notice is then in effect and has not been suspended or the Settlement Date for any Shares previously sold has not yet occurred, at such later date selected by the Company following such amendment or supplement (but, in any event, no later than the first date and time following such amendment or supplement on which the Company accepts a Transaction Notice or enters into a Terms Agreement), (ii) there is a Principal Settlement Date pursuant to a Terms Agreement, or (iii) otherwise as Citigroup shall reasonably request, provided that Citigroup shall not make such a request during periods that the Company is not and will not be selling any Shares (each date referred to in clauses (i), (ii) and (iii) above, a “Bring-Down Delivery PeriodDate”), the Company will file promptly with shall, unless Citigroup agrees otherwise, furnish or cause to be furnished to Citigroup certificates, dated and delivered as of the Commission any amendment or supplement applicable Bring-Down Delivery Date, of the same tenor as the certificates referred to in Section 5(a)(i) and Section 5(a)(ii) hereof, modified as necessary to relate to the Registration Statement Statement, the Prospectus or any Permitted Free Writing Prospectus relating as amended and supplemented to or covering the Certificates that maytime of delivery of such certificate, or, in lieu of such certificates, a certificate to the judgment effect that the statements contained in the certificates referred to in Section 5(a)(i) and Section 5(a)(ii) hereof furnished to Citigroup are true and correct as of such Bring-Down Delivery Date as though made at and as of such date (except that such statements shall be deemed to relate to the Company Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the Underwriters, be required by the 1933 Act and the rules and regulations time of the Commission thereunder or requested by the Commission and approved by the Underwritersdelivery of such certificate). (c) Prior Each Bring-Down Delivery Date, the Company shall, unless Citigroup agrees otherwise, cause to filing with be furnished to Citigroup (A) the Commission during written opinion and negative assurance letter of ▇▇▇▇▇▇▇ Procter LLP, counsel to the Prospectus Company, and (B) the written opinion of ▇▇▇▇▇▇▇ Procter LLP, tax counsel to the Company, each dated and delivered as of the applicable Bring-Down Delivery Period any amendment or supplement Date, of the same tenor as the opinions and letter referred to in Section 5(a)(iii) and Section 5(a)(iv) hereof, respectively, but modified as necessary to relate to the Registration Statement relating to or covering Statement, the Certificates (other than an amendment by reason of Rule 429 under the 1933 Act) Prospectus or any amendment or supplement Permitted Free Writing Prospectus as amended and supplemented to the Prospectustime of delivery of such opinions and letter, or, in lieu of such opinions and letter, such counsel shall furnish Citigroup with letters substantially to the effect that Citigroup may rely on the opinions and letter referred to in Sections 5(a)(iii) and 5(a)(iv), furnished to Citigroup, to the same extent as though they were dated the date of such letters authorizing reliance (except that statements in such last opinions shall be deemed to relate to the Registration Statement, the Company will furnish a copy thereof Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the Underwriters, and the Company will not file any time of delivery of such amendment or supplement to which the Underwriters shall reasonably objectletters authorizing reliance). (d) The Each Bring-Down Delivery Date, the Company will advise shall, unless Citigroup agrees otherwise, cause Deloitte & Touche LLP to furnish to Citigroup a “comfort” letter, dated and delivered as of the Underwriters promptly applicable Bring-Down Delivery Date, of the same tenor as the letter referred to in Section 5(a)(v) hereof, but modified to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the date of such letter. (e) Each Bring-Down Delivery Date, to the extent required pursuant to Section 2(j) above, the Company shall, unless Citigroup agrees otherwise, cause to be furnished to Citigroup a certificate of the chief financial officer of the Company of the same tenor as the certificate referred to in Section 2(j). (i) when, during the Prospectus Delivery Period, any post-effective amendment to the Registration Statement relating to or covering the Certificates (other than any amendment by reason of Rule 429 under the 1933 Act) becomes effective, (ii) of any request or proposed request by the Commission for any amendment or supplement to the Registration Statement (insofar as the amendment or supplement relates to or covers the Certificates), for any amendment or supplement to the Prospectus or for any additional information with respect to the Certificates, (iii) of the issuance by the Commission, during the Prospectus Delivery Period, of any stop No order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to Section 8A under the initiation Securities Act shall be pending before or threat of any such stop order proceeding, (iv) of receipt threatened by the Commission at the time the Company accepts a Transaction Notice; the Prospectus and each Permitted Free Writing Prospectus shall have been timely filed with the Commission under the Securities Act (in the case of any notification with respect a Permitted Free Writing Prospectus, to the extent required by Rule 433 under the Securities Act); and all requests by the Commission for additional information shall have been complied with to the satisfaction of Citigroup and no suspension of the qualification of the Certificates Shares for offering or sale in any jurisdiction jurisdiction, or of the initiation or threat threatening of any proceeding proceedings for that purpose any of such purposes, will have occurred and be in effect at the time the Company accepts a Transaction Notice; and (vii) of the occurrence, during the Prospectus Delivery Period, of any event that makes untrue any statement of a material fact made in the Registration Statement or any Prospectus or that requires the making of a change in or addition to the Registration Statement or any Prospectus in order to make any material statement therein not misleading. (e) If, during the Prospectus Delivery Period, the Commission issues an order suspending the effectiveness of the Registration Statement, the Company will Prospectus or any Permitted Free Writing Prospectus shall not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make every reasonable effort to obtain the lifting statements therein, in the light of that order the circumstances under which they were made, not misleading at the earliest possible time. (f) The Company will endeavor to qualify the Certificates for offer and sale under the securities laws of such jurisdictions as the Underwriters may reasonably request; provided, however, that this Section 5(f) shall not obligate time the Company to file any general consent to service of process or to qualify to do business in any jurisdiction or as accepts a dealer in securities in any jurisdiction in which it is not so qualifiedTransaction Notice. (g) The costs and expenses associated Company shall reasonably cooperate with any reasonable due diligence review requested by Citigroup or its counsel from time to time in connection with the transactions contemplated by this Agreement shall be payable by UBSREI hereby or any Terms Agreement, including, without limitation, (i) at the commencement of each intended Purchase Date and LBHIany Time of Sale or Settlement Date, making available appropriate corporate officers of the Company and, upon reasonable request, representatives of Deloitte & Touche LLP for an update on diligence matters with representatives of Citigroup and (ii) at each Bring-Down Delivery Date or otherwise as Citigroup may reasonably request, providing information and to making available documents and appropriate corporate officers of the extent provided in the respective Mortgage Loan Purchase AgreementsCompany and representatives of Deloitte & Touche LLP for one or more due diligence sessions with representatives of Citigroup and its counsel. (h) The To the extent required under applicable law, the Company will file any documents and any amendments thereof as may be required shall disclose, in its quarterly reports on Form 10-Q, in its annual report on Form 10-K and/or, at the Company’s option, in prospectus supplements to be filed by it the Company from time to time, the number of the Shares sold through the Agents under this Agreement and any Terms Agreement, the net proceeds to the Company from the sale of the Shares and the compensation paid by the Company with respect to sales of the Shares pursuant to this Agreement during the 1933 Act and relevant quarter or such shorter period determined by the Securities Exchange Act of 1934Company, as amended the case may be. All opinions, letters and other documents referred to in Sections 6(b) through (d) above shall be reasonably satisfactory in form and substance to Citigroup. Citigroup will provide the "1934 Act")Company with such notice (which may be oral, and the rules and regulations of the Commission in such case, will be confirmed via e-mail or facsimile as soon as reasonably practicable thereafter) as is reasonably practicable under the 1933 Act and the 1934 Actcircumstances when requesting an opinion, including, but not limited to, the filing with the Commission pursuant letter or other document referred to a Current Report on Form 8-K, subject to Section 4 hereof, of all Computational Materials and ABS Term Sheets in respect of the Certificates furnished by either Underwriter and identified by it as such. Subject to compliance by each Underwriter with Section 4(b)(ivSections 6(b) and through (vid) hereof, the Company will file all such Computational Materials and ABS Term Sheets within the time period allotted for such filing pursuant to the No-Action Letters. Subject to compliance by each Underwriter with Section 4(b)(iv) and (vi) hereof, the Company represents and warrants that, to the extent required by the No-Action Letters, the Company has timely filed with the Commission any Collateral Term Sheets previously delivered to it as contemplated by Section 4(b)(iv) hereofabove.

Additional Covenants of the Company. The Company further covenants and agrees with each of the respective Underwriters thatAgents as follows: (a) During Each Transaction Proposal made by the Company that is accepted by an Agent by means of a Transaction Acceptance and each execution and delivery by the Company of a Terms Agreement shall be deemed to be (i) an affirmation that the representations, warranties and agreements of the Company herein contained and contained in any certificate delivered to such period following Agent pursuant hereto are true and correct at such Time of Acceptance or the date of such Terms Agreement, as the case may be, and (ii) an undertaking that such representations, warranties and agreements will be true and correct on any applicable Time of Sale and Settlement Date, as though made at and as of each such time (it being understood that such representations, warranties and agreements shall relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of such Transaction Acceptance or Terms Agreement, as the case may be). (b) Each time that (i) the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall be amended or supplemented (including, except as noted in the proviso at the end of this Agreement Section 6(b), by the filing of any Incorporated Document) except for an amendment or supplement relating solely to the offering of securities other than the Common Stock, (ii) there is a Principal Settlement Date pursuant to a Terms Agreement, or (iii) an Agent shall reasonably request (provided that no Agent shall make such a request during any period in which there is no proposed Agency Transaction pursuant to a delivery of a Transaction Proposal) (each date referred to clauses (i), (ii) and (iii) above, a “Bring-Down Delivery Date”), the Company shall, unless the Agents agree otherwise, furnish or cause to be furnished to the Agents certificates, dated as of such Bring-Down Delivery Date and delivered within one Exchange Business Day after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, delivered on such Principal Settlement Date, of the same tenor as the certificates referred to in Sections 5(a)(i) and 5(a)(iv) hereof, modified as necessary to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificates and, in the case of the Chief Financial Officer’s certificate, covering such other financial, numerical and statistical data that is not covered by the accountants’ “comfort” letter dated as of such Bring-Down Delivery Date as an Agent may reasonably request, or, in lieu of such certificates, certificates to the effect that the statements contained in the certificates referred to in Sections 5(a)(i) and, unless an Agent shall have requested that the Chief Financial Officers’ certificate cover different or additional data as aforesaid, 5(a)(iv) hereof furnished to Agents are true and correct as of such Bring-Down Delivery Date as though made at and as of such date (except that such statements shall be deemed to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificate); provided, however, that the filing of a Current Report on Form 8-K will not constitute a Bring-Down Delivery Date under clause (i) above unless either (A) (x) such Current Report on Form 8-K is filed at any time during which either a Transaction Acceptance is binding and the Company has not suspended the use thereof (and prior to the settlement of the Shares specified therein) or a prospectus relating to the Shares is required to be delivered under the 1933 Act (whether physically or through compliance with Rule 172 under the "Prospectus Delivery Period"), the Company will deliver to each Underwriter such number of copies of each Prospectus as such Underwriter may reasonably request. (b) During the Prospectus Delivery Period, the Company will file promptly with the Commission any amendment or supplement to the Registration Statement Act or any Prospectus relating similar rule) or such Current Report on Form 8-K is filed at any time from and including the date of a Terms Agreement through and including the related Settlement Date and (y) an Agent has reasonably requested that such date be deemed to be a Bring-Down Delivery Date based upon the event or covering the Certificates that mayevents reported in such Current Report on Form 8-K or (B) such Current Report on Form 8-K contains capsule financial information, in the judgment historical or pro forma financial statements, supporting schedules or other financial data, including any Current Report on Form 8-K or part thereof under Item 2.02 of the Company or the Underwriters, be required by the 1933 Act and the rules and regulations Regulation S-K of the Commission thereunder that is considered “filed” under the Exchange Act; and provided, further, that if the Company suspends or requested by terminates the Commission and approved by offering of shares pursuant to any Agency Transaction in accordance with Section 2(a), any obligation under this Section 6(b) with respect to the Underwritersdelivery of certificates to the Agents shall be waived. (c) Prior Each Bring-Down Delivery Date, the Company shall, unless the Agents agree otherwise, cause to filing with be furnished to Agents (A) the Commission during written opinion, including tax matters, and, if not included in such opinion, negative assurance letter of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel to the Prospectus Company, and (B) the written opinion and, if not included in such opinion, negative assurance letter of Sidley Austin LLP, counsel to the Agents, each dated as of the applicable Bring-Down Delivery Period any amendment Date and delivered as promptly as practicable after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, dated and delivered on such Principal Settlement Date, of the same tenor as the opinions and letters referred to in Section 5(a)(ii) or supplement Section 5(b) hereof, as applicable, but modified as necessary to relate to the Registration Statement relating Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to or covering the Certificates (other than an amendment by reason time of Rule 429 under delivery of such opinions and letters, or, in lieu of such opinions and letters, each such counsel shall furnish the 1933 ActAgents with a letter substantially to the effect that the Agents may rely on the opinion and letter of such counsel referred to in Section 5(a)(ii) or any amendment or supplement Section 5(b), as applicable, furnished to the ProspectusAgents, to the same extent as though they were dated the date of such letter authorizing reliance (except that statements in such last opinion and letter of such counsel shall be deemed to relate to the Registration Statement, the Company will furnish a copy thereof Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the Underwriterstime of delivery of such letters authorizing reliance); provided, however, that any obligation under this Section 6(c) with respect to the delivery of opinions and negative assurance letter to the Agents shall be waived for any Bring-Down Delivery Date occurring at a time at which no Agency Transaction or Principal Transaction shall be pending, which waiver shall continue until the earlier of the date the Company delivers a Transaction Proposal hereunder (for which such calendar quarter shall be considered a Bring-Down Delivery Date) and the Company will not file any such amendment or supplement to which the Underwriters shall reasonably objectnext occurring Bring-Down Delivery Date. (d) The Each Bring-Down Delivery Date, the Company will advise shall, unless the Underwriters promptly (i) whenAgents agree otherwise, during cause Ernst & Young LLP, the Prospectus Delivery Periodindependent registered public accounting firm for the Company, any post-effective amendment to furnish to the Registration Statement relating to or covering Agents a “comfort” letter, dated as of the Certificates (other than any amendment by reason applicable Bring-Down Delivery Date and delivered as promptly as practicable after the applicable Bring-Down Delivery Date or, in the case of Rule 429 under a Bring-Down Delivery Date resulting from a Principal Settlement Date, delivered on such Principal Settlement Date, of the 1933 Act) becomes effective, (ii) of any request or proposed request by the Commission for any amendment or supplement to the Registration Statement (insofar same tenor as the amendment or supplement relates letter referred to or covers the Certificates)in Section 5(a)(iii) hereof, for any amendment or supplement but modified to the Prospectus or for any additional information with respect relate to the Certificates, (iii) of the issuance by the Commission, during the Prospectus Delivery Period, of any stop order suspending the effectiveness of the Registration Statement or the initiation or threat of any such stop order proceeding, (iv) of receipt by the Company of any notification with respect to the suspension of the qualification of the Certificates for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose and (v) of the occurrence, during the Prospectus Delivery Period, of any event that makes untrue any statement of a material fact made in the Registration Statement or any Prospectus or that requires the making of a change in or addition to the Registration Statement or any Prospectus in order to make any material statement therein not misleading. (e) If, during the Prospectus Delivery Period, the Commission issues an order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to obtain the lifting of that order at the earliest possible time. (f) The Company will endeavor to qualify the Certificates for offer and sale under the securities laws date of such jurisdictions letter, and, if the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall include or incorporate by reference the financial statements of any entity or business (other than the consolidated financial statements of the Company and its subsidiaries), the Company shall, if requested by an Agent, cause a firm of independent public accountants to furnish to the Agents a “comfort” letter, dated as of the Underwriters applicable Bring-Down Delivery Date and delivered within one Exchange Business Day after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, delivered on such Principal Settlement Date, addressing such matters as an Agent may reasonably request; provided, however, that any obligation under this Section 5(f6(d) with respect to the delivery of opinions and negative assurance letter to the Agents shall not obligate be waived for any Bring-Down Delivery Date occurring at a time at which no Agency Transaction or Principal Transaction shall be pending, which waiver shall continue until the earlier of the date the Company to file any general consent to service of process or to qualify to do business in any jurisdiction or as delivers a dealer in securities in any jurisdiction in Transaction Proposal hereunder (for which it is not so qualifiedsuch calendar quarter shall be considered a Bring-Down Delivery Date) and the next occurring Bring-Down Delivery Date. (gi) No order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to Section 6A under the Act shall be pending before or threatened by the Commission; the Prospectus and each Permitted Free Writing Prospectus shall have been timely filed with the Commission under the Act (in the case of a Permitted Free Writing Prospectus, to the extent required by Rule 433 under the Act); and all requests by the Commission for additional information shall have been complied with to the satisfaction of the Agents and no suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, shall have occurred and be in effect at the time the Company delivers a Transaction Proposal to an Agent or the time an Agent delivers a Transaction Acceptance to the Company; and (ii) the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading at the time the Company delivers a Transaction Proposal to an Agent or the time an Agent delivers a Transaction Acceptance to the Company. (f) The costs and expenses associated Company shall reasonably cooperate with any reasonable due diligence review requested by any Agent or its counsel from time to time in connection with the transactions contemplated by this Agreement or any Terms Agreement, including, without limitation, (i) at the commencement of each intended Purchase Date and any Time of Sale or Settlement Date, providing information and making available appropriate documents and appropriate corporate officers of the Company and, upon reasonable request, representatives of Ernst & Young LLP (and, if the Registration Statement, the Prospectus or any Permitted Free-Writing Prospectus shall be payable include or incorporate by UBSREI reference the financial statements of any entity or business (other than the consolidated financial statements of the Company and LBHIits subsidiaries), representatives of the independent public accountants that audited or reviewed such financial statements) for an update on diligence matters with representatives of the Agents and (ii) at each Bring-Down Delivery Date and otherwise as an Agent may reasonably request, providing information and to making available documents and appropriate corporate officers of the extent provided in Company and representatives of Ernst & Young LLP (and, if the respective Mortgage Loan Purchase AgreementsRegistration Statement, the Prospectus or any Permitted Free-Writing Prospectus shall include or incorporate by reference the financial statements of any entity or business (other than the consolidated financial statements of the Company and its subsidiaries), representatives of the independent public accountants that audited or reviewed such financial statements) for one or more due diligence sessions with representatives of the Agents and their counsel. (hg) The Company will file any documents shall disclose, in its quarterly reports on Form 10-Q and in its annual report on Form 10-K the number of the Shares sold through the Agents under this Agreement and any amendments thereof as may be required to be filed by it pursuant to the 1933 Act and the Securities Exchange Act of 1934, as amended (the "1934 Act")Terms Agreement, and the rules gross and regulations net proceeds to the Company from the sale of the Commission under the 1933 Act Shares and the 1934 Act, including, but not limited to, compensation paid by the filing Company with respect to sales of the Commission Shares pursuant to a Current this Agreement during the relevant quarter or, in the case of an Annual Report on Form 810-K, subject during the fiscal year covered by such Annual Report and the fourth quarter of such fiscal year. All opinions, letters and other documents referred to Section 4 hereof, of all Computational Materials in Sections 6(b) through (d) above shall be reasonably satisfactory in form and ABS Term Sheets in respect of substance to the Certificates furnished by either Underwriter and identified by it as suchAgents. Subject to compliance by each Underwriter with Section 4(b)(iv) and (vi) hereof, The applicable Agents will provide the Company with such notice (which may be oral, and in such case, will file all such Computational Materials and ABS Term Sheets within be confirmed via e-mail as soon as reasonably practicable thereafter) as is reasonably practicable under the time period allotted for such filing pursuant circumstances when requesting an opinion, letter or other document referred to the No-Action Letters. Subject to compliance by each Underwriter with Section 4(b)(ivin Sections 6(b) and through (vid) hereof, the Company represents and warrants that, to the extent required by the No-Action Letters, the Company has timely filed with the Commission any Collateral Term Sheets previously delivered to it as contemplated by Section 4(b)(iv) hereofabove.

Additional Covenants of the Company. The Company further covenants and agrees with the respective Underwriters thatAgent as follows: (a) During Each Transaction Proposal made by the Company that is accepted by an Agent by means of a Transaction Acceptance and each execution and delivery by the Company of a Terms Agreement shall be deemed to be (i) an affirmation that the representations, warranties and agreements of the Company herein contained and contained in any certificate delivered to the Agents pursuant hereto are true and correct at such period following Time of Acceptance or the date of such Terms Agreement, as the case may be, and (ii) an undertaking that such representations, warranties and agreements will be true and correct on any applicable Time of Sale and Settlement Date, as though made at and as of each such time (it being understood that such representations, warranties and agreements shall relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of such Transaction Acceptance or Terms Agreement, as the case may be). (b) Each time that (i) the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall be amended or supplemented (including, except as noted in the proviso at the end of this Agreement Section 6(b), by the filing of any Incorporated Document), (ii) there is a Principal Settlement Date pursuant to a Terms Agreement, or (iii) the Agents shall reasonably request (each date referred to clauses (i), (ii) and (iii) above, a “Bring-Down Delivery Date”), the Company shall, unless the Agents agree otherwise, furnish or cause to be furnished to the Agents certificates, dated as of such Bring-Down Delivery Date and delivered within one Exchange Business Day after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, delivered on such Principal Settlement Date, of the same tenor as the certificates referred to in Sections 5(a)(i) and 5(a)(iv) hereof, modified as necessary to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificates and, in the case of the Chief Financial Officer’s certificate, covering such other financial, numerical and statistical data that is not covered by the accountants’ “comfort” letter dated as of such Bring-Down Delivery Date as the Agent may reasonably request, or, in lieu of such certificates, certificates to the effect that the statements contained in the certificates referred to in Sections 5(a)(i) and, unless the Agent shall have requested that the Chief Financial Officers’ certificate cover different or additional data as aforesaid, 5(a)(iv) hereof furnished to the Agents are true and correct as of such Bring-Down Delivery Date as though made at and as of such date (except that such statements shall be deemed to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificate); provided, however, that the filing of a Current Report on Form 8-K will not constitute a Bring-Down Delivery Date under clause (i) above unless either (A) (x) such Current Report on Form 8-K is filed at any time during which any Prospectus either a Transaction Acceptance is binding and the Company has not suspended the use thereof (and prior to the settlement of the Shares specified therein) or a prospectus relating to the Shares is required to be delivered under the 1933 Act (whether physically or through compliance with Rule 172 under the "Prospectus Act or any similar rule) or such Current Report on Form 8-K is filed at any time from and including the date of a Terms Agreement through and including the related Settlement Date and (y) any Agent has reasonably requested that such date be deemed to be a Bring-Down Delivery Period")Date based upon the event or events reported in such Current Report on Form 8-K or (B) such Current Report on Form 8-K contains capsule financial information, the Company will deliver to each Underwriter such number historical or pro forma financial statements, supporting schedules or other financial data, including any Current Report on Form 8-K or part thereof under Item 2.02 of copies Regulation S-K of each Prospectus as such Underwriter may reasonably request. (b) During the Prospectus Delivery Period, the Company will file promptly with the Commission any that is considered “filed” under the Exchange Act; and provided, further, however, that an amendment or supplement to the Registration Statement or any the Prospectus relating to or covering the Certificates that may, in offering of securities other than the judgment of Shares pursuant to the Company or the Underwriters, be required by the 1933 Act and the rules and regulations of the Commission thereunder or requested by the Commission and approved by the UnderwritersRegistration Statement will not constitute a Bring-Down Delivery Date. (c) Prior Each Bring-Down Delivery Date, the Company shall, unless the Agent agrees otherwise, cause to filing with be furnished to Agent (A) the Commission during written opinion and, if not included in such opinion, negative assurance letter of C▇▇▇▇▇ LLP, counsel to the Prospectus Company, and the written opinion and, if not included in such opinion, negative assurance letter of D▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇ LLP, counsel to the Agents, each dated as of the applicable Bring-Down Delivery Period any amendment Date and delivered within one Exchange Business Day after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, dated and delivered on such Principal Settlement Date, of the same tenor as the opinions and letters referred to in Section 5(a)(ii) or supplement Section 5(b) hereof, as applicable, but modified as necessary to relate to the Registration Statement relating Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to or covering the Certificates (other than an amendment by reason time of Rule 429 under delivery of such opinions and letters, or, in lieu of such opinions and letters, each such counsel shall furnish the 1933 ActAgent with a letter substantially to the effect that the Agent may rely on the opinion and letter of such counsel referred to in Section 5(a)(ii) or any amendment or supplement Section 5(b), as applicable, furnished to the ProspectusAgents, to the same extent as though they were dated the date of such letter authorizing reliance (except that statements in such last opinion and letter of such counsel shall be deemed to relate to the Registration Statement, the Company will furnish a copy thereof Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the Underwriters, and the Company will not file any time of delivery of such amendment or supplement to which the Underwriters shall reasonably objectletters authorizing reliance). (d) The On each Bring-Down Delivery Date, the Company will advise shall, unless the Underwriters promptly Agents agree otherwise, cause Ernst & Young LLP, independent registered public accounting firm for the Company, to furnish to the Agent a “comfort” letter, dated as of the applicable Bring-Down Delivery Date and delivered within one Exchange Business Day after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, delivered on such Principal Settlement Date, of the same tenor as the letter referred to in Section 5(a)(iii) hereof, but modified to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the date of such letter, and, if the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall include or incorporate by reference the financial statements of any entity or business (other than the consolidated financial statements of the Company and its subsidiaries), the Company shall, if requested by the Agent, cause a firm of independent public accountants to furnish to the Agent a “comfort” letter, dated as of the applicable Bring-Down Delivery Date and delivered within one Exchange Business Day after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, delivered on such Principal Settlement Date, addressing such matters as the Agent may reasonably request, and (ii) if the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall include or incorporate by reference the financial statements of any entity or business, the Company shall, if requested by the Agents, cause a firm of independent public accountants to furnish to the Agents a “comfort” letter, dated and delivered as of the applicable Bring-Down Delivery Date, addressing such matters as the Agents may reasonably request. (i) when, during the Prospectus Delivery Period, any post-effective amendment to the Registration Statement relating to or covering the Certificates (other than any amendment by reason of Rule 429 under the 1933 Act) becomes effective, (ii) of any request or proposed request by the Commission for any amendment or supplement to the Registration Statement (insofar as the amendment or supplement relates to or covers the Certificates), for any amendment or supplement to the Prospectus or for any additional information with respect to the Certificates, (iii) of the issuance by the Commission, during the Prospectus Delivery Period, of any stop No order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to Section 8A under the initiation Act shall be pending before or threat of any such stop order proceeding, (iv) of receipt threatened by the Company Commission; the Prospectus and each Permitted Free Writing Prospectus shall have been timely filed with the Commission under the Act (in the case of any notification with respect a Permitted Free Writing Prospectus, to the extent required by Rule 433 under the Act); and all requests by the Commission for additional information shall have been complied with to the satisfaction of the Agent and no suspension of the qualification of the Certificates Shares for offering or sale in any jurisdiction jurisdiction, or of the initiation or threat threatening of any proceeding proceedings for that purpose any of such purposes, shall have occurred and be in effect at the time the Company delivers a Transaction Proposal to the Agent or the time the Agent delivers a Transaction Acceptance to the Company; and (vii) of the occurrence, during the Prospectus Delivery Period, of any event that makes untrue any statement of a material fact made in the Registration Statement or any Prospectus or that requires the making of a change in or addition to the Registration Statement or any Prospectus in order to make any material statement therein not misleading. (e) If, during the Prospectus Delivery Period, the Commission issues an order suspending the effectiveness of the Registration Statement, the Company will Prospectus or any Permitted Free Writing Prospectus shall not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make every reasonable effort to obtain the lifting statements therein, in the light of that order the circumstances under which they were made, not misleading at the earliest possible timetime the Company delivers a Transaction Proposal to the Agent or the time the Agent delivers a Transaction Acceptance to the Company. (f) The Company will endeavor shall reasonably cooperate with any reasonable due diligence review requested by the Agent or their counsel from time to qualify time in connection with the Certificates transactions contemplated hereby or any Terms Agreement, including, without limitation, (i) at the commencement of each intended Purchase Date and any Time of Sale or Settlement Date, providing information and making available appropriate documents and appropriate corporate officers of the Company and, upon reasonable request, representatives of Ernst & Young LLP (and, if the Registration Statement, the Prospectus or any Permitted Free-Writing Prospectus shall include or incorporate by reference the financial statements of any entity or business (other than the consolidated financial statements of the Company and its subsidiaries), representatives of the independent public accountants that audited or reviewed such financial statements) for offer an update on diligence matters with representatives of each Agent and sale under the securities laws of such jurisdictions (ii) at each Bring-Down Delivery Date and otherwise as the Underwriters Agents may reasonably request; provided, howeverincluding in anticipation of such Bring-Down Date or following a Transaction Proposal and through to the related Purchase Date, that this Section 5(f) shall not obligate providing information and making available documents and appropriate corporate officers of the Company to file and representatives of Ernst & Young LLP (and, if the Registration Statement, the Prospectus or any general consent to service Permitted Free-Writing Prospectus shall include or incorporate by reference the financial statements of process any entity or to qualify to do business in any jurisdiction (other than the consolidated financial statements of the Company and its subsidiaries), representatives of the independent public accountants that audited or as a dealer in securities in any jurisdiction in which it is not so qualifiedreviewed such financial statements) for one or more due diligence sessions with representatives of each Agent and their counsel. (g) The costs Company shall disclose, in its quarterly reports on Form 10-Q and expenses associated in its annual report on Form 10-K and, if requested by the Agents, in supplements to the Prospectus to be filed by the Company with the transactions contemplated by Commission from time to time, the number of the Shares sold through the Agent under this Agreement shall be payable by UBSREI and LBHIany Terms Agreement, as and the gross and net proceeds to the extent provided Company from the sale of the Shares and the compensation paid by the Company with respect to sales of the Shares pursuant to this Agreement during the relevant quarter or, in the respective Mortgage Loan Purchase Agreementscase of any such prospectus supplement, such shorter period as the Agent may reasonably request or, in the case of an Annual Report on Form 10-K, during the fiscal year covered by such Annual Report and the fourth quarter of such fiscal year. (h) The Company will file any documents requirements (i) to provide the officers’ certificate, opinions and any amendments thereof as may be required to be filed by it pursuant to the 1933 Act letters of counsel and the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the rules and regulations of the Commission under the 1933 Act and the 1934 Act, including, but not limited to, the filing with the Commission pursuant to a Current Report on Form 8-K, subject to accountants’ letter specified in Section 4 hereof, of all Computational Materials and ABS Term Sheets in respect of the Certificates furnished by either Underwriter and identified by it as such. Subject to compliance by each Underwriter with Section 4(b)(iv6(b) through 6(d) and (viii) hereofto reasonably cooperate with any reasonable due diligence review specified in Section 6(f) shall be waived for any Bring-Down Delivery Date occurring at a time at which no Transaction Proposal or offers to enter into a Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company will file all such Computational Materials and ABS Term Sheets within the time period allotted delivers a Transaction Proposal or offers to enter into a Terms Agreement hereunder (which for such filing pursuant calendar quarter shall be considered a Bring-Down Delivery Date) and the next occurring Bring-Down Delivery Date. All opinions, letters and other documents referred to in Sections 6(b) through (d) above shall be reasonably satisfactory in form and substance to the No-Action LettersAgents. Subject to compliance by each Underwriter with Section 4(b)(iv) and (vi) hereof, The Agents will provide the Company represents with such notice (which may be oral, and warrants thatin such case, will be confirmed via e-mail as soon as reasonably practicable thereafter) as is reasonably practicable under the circumstances when requesting an opinion, letter or other document referred to the extent required by the No-Action Letters, the Company has timely filed with the Commission any Collateral Term Sheets previously delivered to it as contemplated by Section 4(b)(ivin Sections 6(b) hereofthrough (d) above.

Additional Covenants of the Company. The Company further covenants and agrees with the respective Underwriters thatJPMS as follows: (a) During such period following Each acceptance of a Transaction Notice by the Company and each execution and delivery by the Company of a Terms Agreement shall be deemed to be an affirmation that the representations and warranties of the Company herein contained and contained in any certificate delivered to JPMS pursuant hereto are true and correct at the Time of Acceptance or the date of such Terms Agreement, and an undertaking that such representations and warranties will be true and correct on any Time of Sale and any Closing Date, and at the time of delivery to JPMS of Shares pursuant to the Transaction Notice or the Time of Delivery, as applicable, as though made at and as of each such time (it being understood that such representations and warranties shall relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of such Transaction Notice). (b) Each time that (i) the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall be amended or supplemented (including, except as noted in the proviso at the end of this Agreement subsection (b), by the filing of any Incorporated Document, but excluding any prospectus supplement filed pursuant to Section 4(b) hereof) or (ii) the Shares are delivered to JPMS pursuant to a Terms Agreement, the Company shall, unless JPMS agrees otherwise, furnish or cause to be furnished to JPMS forthwith a certificate, dated the date of filing with the Commission or the date of effectiveness of such amendment or supplement, as applicable, as to the matters set forth in Exhibit B hereto at the time of the filing or effectiveness of such amendment or supplement, as applicable, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to such time) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in Section 5(a)(i) hereof, modified as necessary to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificate; provided, however, that the Company will not be required to furnish such a certificate to JPMS in connection with the filing of a Current Report on Form 8-K unless (i) such Current Report on Form 8-K is filed at any time during which any Prospectus either a Transaction Notice is in effect or a prospectus relating to the Shares is required to be delivered under the 1933 Act (the "Prospectus Delivery Period"), the Company will deliver to each Underwriter such number of copies of each Prospectus as such Underwriter may reasonably request. (b) During the Prospectus Delivery Period, the Company will file promptly with the Commission any amendment or supplement to the Registration Statement or any Prospectus relating to or covering the Certificates that may, in the judgment of the Company or the Underwriters, be required by the 1933 Act and (ii) JPMS has reasonably requested such a certificate based upon the rules and regulations of the Commission thereunder event or requested by the Commission and approved by the Underwriters.events reported in such Current Report on Form 8-K. (c) Prior to filing with the Commission during the Prospectus Delivery Period any amendment or supplement to the Registration Statement relating to or covering the Certificates (other than an amendment by reason of Rule 429 under the 1933 Act) or any amendment or supplement to the Prospectus, the Company will furnish a copy thereof to the Underwriters, and the Company will not file any such amendment or supplement to which the Underwriters shall reasonably object. (d) The Company will advise the Underwriters promptly Each time that (i) when, during the Prospectus Delivery Period, any post-effective amendment to the Registration Statement relating to or covering the Certificates (other than any amendment by reason of Rule 429 under the 1933 Act) becomes effective, (ii) of any request or proposed request by the Commission for any amendment or supplement to the Registration Statement (insofar as the amendment or supplement relates to or covers the Certificates), for any amendment or supplement to the Prospectus or for any additional information with respect to the Certificates, (iii) of the issuance by the Commission, during the Prospectus Delivery Period, of any stop order suspending the effectiveness of the Registration Statement or the initiation or threat of any such stop order proceeding, (iv) of receipt by the Company of any notification with respect to the suspension of the qualification of the Certificates for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose and (v) of the occurrence, during the Prospectus Delivery Period, of any event that makes untrue any statement of a material fact made in the Registration Statement or any Prospectus or that requires the making of a change in or addition to the Registration Statement or any Prospectus in order to make any material statement therein not misleading. (e) If, during the Prospectus Delivery Period, the Commission issues an order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain Prospectus or any Permitted Free Writing Prospectus shall be amended or supplemented (including, except as noted in the lifting of that order proviso at the earliest possible time. end of this subsection (fc), by the filing of any Incorporated Document, but excluding any prospectus supplement filed pursuant to Section 4(b) The hereof) or (ii) the Shares are delivered to JPMS pursuant to a Terms Agreement, the Company will endeavor shall, unless JPMS agrees otherwise, furnish or cause to qualify be furnished forthwith to JPMS and to counsel for JPMS the Certificates written opinions of (i) Cravath, Swaine & ▇▇▇▇▇ LLP, special counsel for offer the Company, and sale under (ii) the securities laws General Counsel of the Company, or other counsel satisfactory to JPMS, which may include Assistant General Counsel of the Company or United Air Lines, Inc., dated the date of filing with the Commission or the date of effectiveness of such jurisdictions amendment or supplement, as applicable, in form and substance reasonably satisfactory to JPMS, of the same tenor as the Underwriters opinions referred to in Section 5(a)(ii) and Section 5(a)(iii) hereof, respectively, but modified as necessary to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such opinions or, in lieu of such opinions, counsel last furnishing such opinions to JPMS shall furnish JPMS with letters substantially to the effect that JPMS may reasonably requestrely on such last opinions to the same extent as though they were dated the date of such letters authorizing reliance (except that statements in such last opinions shall be deemed to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such letters authorizing reliance); provided, however, that this Section 5(f) shall not obligate the Company to file any general consent to service of process or to qualify to do business in any jurisdiction or as a dealer in securities in any jurisdiction in which it is will not so qualified. (g) The costs and expenses associated with the transactions contemplated by this Agreement shall be payable by UBSREI and LBHI, as and to the extent provided in the respective Mortgage Loan Purchase Agreements. (h) The Company will file any documents and any amendments thereof as may be required to be filed by it pursuant furnish such opinions to the 1933 Act and the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the rules and regulations of the Commission under the 1933 Act and the 1934 Act, including, but not limited to, JPMS in connection with the filing with the Commission pursuant to of a Current Report on Form 8-KK unless (i) such Current Report on Form 8-K is filed at any time during which either a Transaction Notice is in effect or a prospectus relating to the Shares is required to be delivered under the Act and (ii) JPMS has reasonably requested such opinions based upon the event or events reported in such Current Report on Form 8-K. (d) Each time that (i) the Registration Statement, subject the Prospectus or any Permitted Free Writing Prospectus shall be amended or supplemented (including, except as noted in the proviso at the end of this subsection (d), by the filing of any Incorporated Document, but excluding any prospectus supplement filed pursuant to Section 4 4(b) hereof) or (ii) the Shares are delivered to JPMS pursuant to a Terms Agreement, the Company shall, unless JPMS agrees otherwise, cause Deloitte & Touche LLP promptly to furnish to JPMS a letter, dated the date of filing with the Commission or the date of effectiveness of such amendment or supplement, as applicable, of all Computational Materials and ABS Term Sheets the same tenor as the letter referred to in respect of the Certificates furnished by either Underwriter and identified by it as such. Subject to compliance by each Underwriter with Section 4(b)(iv) and (vi5(a)(iv) hereof, but modified to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the date of such letter; provided, however, that the Company will file all not be required cause Deloitte & Touche LLP to furnish such Computational Materials letter to JPMS in connection with the filing of a Current Report on Form 8-K unless (i) such Current Report on Form 8-K is filed at any time during which either a Transaction Notice is in effect or a prospectus relating to the Shares is required to be delivered under the Act and ABS Term Sheets within (ii) JPMS has reasonably requested such a letter based upon the time period allotted for event or events reported in such filing Current Report on Form 8-K. 20 (e) To disclose in its quarterly reports on Form 10-Q, in its annual report on Form 10-K and/or, in prospectus supplements, the number of the Shares sold through JPMS under this Agreement, the net proceeds to the Company from the sale of the Shares and the compensation paid by the Company with respect to sales of the Shares pursuant to this Agreement during the No-Action Letters. Subject to compliance by each Underwriter with Section 4(b)(iv) and (vi) hereof, the Company represents and warrants that, to the extent required by the No-Action Letters, the Company has timely filed with the Commission any Collateral Term Sheets previously delivered to it as contemplated by Section 4(b)(iv) hereofrelevant quarter.

Additional Covenants of the Company. The Company further covenants and agrees with the respective Underwriters thatAgent as follows: (a) During Each Transaction Proposal made by the Company that is accepted by the Agent by means of a Transaction Acceptance and each execution and delivery by the Company of a Terms Agreement shall be deemed to be (i) an affirmation that the representations, warranties and agreements of the Company herein contained and contained in any certificate delivered to the Agent pursuant hereto are true and correct at such period following Time of Acceptance or the date of such Terms Agreement, as the case may be, and (ii) an undertaking that such representations, warranties and agreements will be true and correct on any applicable Time of Sale and Settlement Date, as though made at and as of each such time (it being understood that such representations, warranties and agreements shall relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of such Transaction Acceptance or Terms Agreement, as the case may be). (b) Each time that (i) the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall be amended or supplemented (including, except as noted in the proviso at the end of this Agreement Section 6(b), by the filing of any Incorporated Document), (ii) there is a Principal Settlement Date pursuant to a Terms Agreement, or (iii) the Agent shall reasonably request (each date referred to clauses (i), (ii) and (iii) above, a “Bring-Down Delivery Date”), the Company shall, unless the Agent agrees otherwise, furnish or cause to be furnished to the Agent certificates, dated as of such Bring-Down Delivery Date and delivered within one Exchange Business Day after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, delivered on such Principal Settlement Date, of the same tenor as the certificates referred to in Sections 5(a)(i) and 5(a)(v) hereof, modified as necessary to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificates and, in the case of the Chief Financial Officer’s certificate, covering such other financial, numerical and statistical data that is not covered by the accountants’ “comfort” letters dated as of such Bring-Down Delivery Date as the Agent may reasonably request, or, in lieu of such certificates, certificates to the effect that the statements contained in the certificates referred to in Sections 5(a)(i) and, unless the Agent shall have requested that the Chief Financial Officers’ certificate cover different or additional data as aforesaid, 5(a)(v), hereof furnished to Agent are true and correct as of such Bring-Down Delivery Date as though made at and as of such date (except that such statements shall be deemed to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificate); provided, however, that the filing of a Current Report on Form 8-K will not constitute a Bring-Down Delivery Date under clause (i) above unless either (A) (x) such Current Report on Form 8-K is filed at any time during which any Prospectus either a Transaction Acceptance is binding and the Company has not suspended the use thereof (and prior to the settlement of the Shares specified therein) or a prospectus relating to the Shares is required to be delivered under the 1933 Act (whether physically or through compliance with Rule 172 under the "Prospectus Act or any similar rule) or such Current Report on Form 8-K is filed at any time from and including the date of a Terms Agreement through and including the related Settlement Date and (y) the Agent has reasonably requested that such date be deemed to be a Bring-Down Delivery Period")Date based upon the event or events reported in such Current Report on Form 8-K or (B) such Current Report on Form 8-K contains capsule financial information, the Company will deliver to each Underwriter such number historical or pro forma financial statements, supporting schedules or other financial data, including any Current Report on Form 8-K or part thereof under Item 2.02 of copies Regulation S-K of each Prospectus as such Underwriter may reasonably request. (b) During the Prospectus Delivery Period, the Company will file promptly with the Commission any that is considered “filed” under the Exchange Act; and provided, further, that an amendment or supplement to the Registration Statement or any the Prospectus relating to or covering the Certificates that may, in offering of other securities pursuant to the judgment of the Company or the Underwriters, be required by the 1933 Act and the rules and regulations of the Commission thereunder or requested by the Commission and approved by the UnderwritersRegistration Statement will not constitute a Bring-Down Delivery Date. (c) Prior Each Bring-Down Delivery Date, the Company shall, unless the Agent agrees otherwise, cause to filing with be furnished to Agent (A) the Commission during written opinion and negative assurance letter of ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Prospectus Company, and the written opinion and, if not included in such opinion, negative assurance letter of ▇▇▇▇▇▇▇, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel to the Agents, each dated as of the applicable Bring-Down Delivery Period any amendment Date and delivered within one Exchange Business Day after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, dated and delivered on such Principal Settlement Date, of the same tenor as the opinions and letters referred to in Section 5(a)(ii) or supplement Section 5(b) hereof, as applicable, but modified as necessary to relate to the Registration Statement relating Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to or covering the Certificates (other than an amendment by reason time of Rule 429 under delivery of such opinions and letters, or, in lieu of such opinions and letters, each such counsel shall furnish the 1933 ActAgent with a letter substantially to the effect that the Agent may rely on the opinion and letter of such counsel referred to in Section 5(a)(ii) or any amendment or supplement Section 5(b), as applicable, furnished to the ProspectusAgent, to the same extent as though they were dated the date of such letter authorizing reliance (except that statements in such last opinion and letter of such counsel shall be deemed to relate to the Registration Statement, the Company will furnish a copy thereof Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the Underwriters, and the Company will not file any time of delivery of such amendment or supplement to which the Underwriters shall reasonably objectletters authorizing reliance). (d) The Each Bring-Down Delivery Date, the Company will advise shall, unless the Underwriters promptly Agent agrees otherwise, cause ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and PwC, as the case may be, to each furnish to the Agent a “comfort” letter, dated as of the applicable Bring-Down Delivery Date and delivered within one Exchange Business Day after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, delivered on such Principal Settlement Date, of the same tenor as the letter referred to in Section 5(a)(iii) hereof in the case of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and Section 5(a)(iv) hereof in the case of PwC, but modified to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the date of such letter, and, if the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall include or incorporate by reference the financial statements of any entity or business (other than the consolidated financial statements of the Company and its subsidiaries), the Company shall, if requested by the Agent, cause a firm of independent public accountants to furnish to the Agent a “comfort” letter, dated as of the applicable Bring-Down Delivery Date and delivered within one Exchange Business Day after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, delivered on such Principal Settlement Date, addressing such matters as the Agent may reasonably request. (i) when, during the Prospectus Delivery Period, any post-effective amendment to the Registration Statement relating to or covering the Certificates (other than any amendment by reason of Rule 429 under the 1933 Act) becomes effective, (ii) of any request or proposed request by the Commission for any amendment or supplement to the Registration Statement (insofar as the amendment or supplement relates to or covers the Certificates), for any amendment or supplement to the Prospectus or for any additional information with respect to the Certificates, (iii) of the issuance by the Commission, during the Prospectus Delivery Period, of any stop No order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to Section 8A under the initiation Act shall be pending before or threat of any such stop order proceeding, (iv) of receipt threatened by the Company Commission; the Prospectus and each Permitted Free Writing Prospectus shall have been timely filed with the Commission under the Act (in the case of any notification with respect a Permitted Free Writing Prospectus, to the extent required by Rule 433 under the Act); and all requests by the Commission for additional information shall have been complied with to the satisfaction of the Agent and no suspension of the qualification of the Certificates Shares for offering or sale in any jurisdiction jurisdiction, or of the initiation or threat threatening of any proceeding proceedings for that purpose any of such purposes, shall have occurred and be in effect at the time the Company delivers a Transaction Proposal to the Agent or the time the Agent delivers a Transaction Acceptance to the Company; and (vii) of the occurrence, during the Prospectus Delivery Period, of any event that makes untrue any statement of a material fact made in the Registration Statement or any Prospectus or that requires the making of a change in or addition to the Registration Statement or any Prospectus in order to make any material statement therein not misleading. (e) If, during the Prospectus Delivery Period, the Commission issues an order suspending the effectiveness of the Registration Statement, the Company will Prospectus or any Permitted Free Writing Prospectus shall not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make every reasonable effort to obtain the lifting statements therein, in the light of that order the circumstances under which they were made, not misleading at the earliest possible timetime the Company delivers a Transaction Proposal to the Agent or the time the Agent delivers a Transaction Acceptance to the Company. (f) The Company will endeavor shall reasonably cooperate with any reasonable due diligence review requested by the Agent or its counsel from time to qualify time in connection with the Certificates for offer transactions contemplated hereby or any Terms Agreement, including, without limitation, (i) at the commencement of each intended Purchase Date and sale under any Time of Sale or Settlement Date, providing information and making available appropriate documents and appropriate corporate officers of the securities laws Company and, upon reasonable request, representatives of such jurisdictions ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and PwC, as the Underwriters case may be, (and, if the Registration Statement, the Prospectus or any Permitted Free-Writing Prospectus shall include or incorporate by reference the financial statements of any entity or business (other than the consolidated financial statements of the Company and its subsidiaries), representatives of the independent public accountants that audited or reviewed such financial statements) for an update on diligence matters with representatives of the Agent and (ii) at each Bring-Down Delivery Date and otherwise as the Agent may reasonably request; provided, however, that this Section 5(f) shall not obligate providing information and making available documents and appropriate corporate officers of the Company to file and representatives of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and PwC, as the case may be, (and, if the Registration Statement, the Prospectus or any general consent to service Permitted Free-Writing Prospectus shall include or incorporate by reference the financial statements of process any entity or to qualify to do business in any jurisdiction (other than the consolidated financial statements of the Company and its subsidiaries), representatives of the independent public accountants that audited or as a dealer in securities in any jurisdiction in which it is not so qualifiedreviewed such financial statements) for one or more due diligence sessions with representatives of the Agent and its counsel. (g) The costs Company shall disclose, in its quarterly reports on Form 10-Q and expenses associated with in its annual report on Form 10-K and, if requested by the transactions contemplated by this Agreement shall be payable by UBSREI and LBHIAgent, as and in supplements to the extent provided in the respective Mortgage Loan Purchase Agreements. (h) The Company will file any documents and any amendments thereof as may be required Prospectus to be filed by it pursuant the Company with the Commission from time to time, the 1933 Act number of the Shares sold through the Agent under this Agreement and the Securities Exchange Act of 1934, as amended (the "1934 Act")any Terms Agreement, and the rules gross and regulations net proceeds to the Company from the sale of the Commission under the 1933 Act Shares and the 1934 Act, including, but not limited to, compensation paid by the filing Company with respect to sales of the Commission Shares pursuant to a Current this Agreement during the relevant quarter or, in the case of any such prospectus supplement, such shorter period as the Agent may reasonably request or, in the case of an Annual Report on Form 810-K, subject during the fiscal year covered by such Annual Report and the fourth quarter of such fiscal year. All opinions, letters and other documents referred to Section 4 hereof, of all Computational Materials in Sections 6(b) through (d) above shall be reasonably satisfactory in form and ABS Term Sheets in respect of substance to the Certificates furnished by either Underwriter and identified by it as suchAgent. Subject to compliance by each Underwriter with Section 4(b)(iv) and (vi) hereof, The Agent will provide the Company with such notice (which may be oral, and in such case, will file all such Computational Materials and ABS Term Sheets within be confirmed via email as soon as reasonably practicable thereafter) as is reasonably practicable under the time period allotted for such filing pursuant circumstances when requesting an opinion, letter or other document referred to the No-Action Letters. Subject to compliance by each Underwriter with Section 4(b)(ivin Sections 6(b) and through (vid) hereof, the Company represents and warrants that, to the extent required by the No-Action Letters, the Company has timely filed with the Commission any Collateral Term Sheets previously delivered to it as contemplated by Section 4(b)(iv) hereofabove.

Additional Covenants of the Company. The Company further covenants and agrees with the respective Underwriters thatAgent as follows: (a) During Each Transaction Proposal made by the Company that is accepted by the Agent by means of a Transaction Acceptance and each execution and delivery by the Company of a Terms Agreement shall be deemed to be (i) an affirmation that the representations, warranties and agreements of the SDC Parties herein contained and contained in any certificate delivered to the Agent pursuant hereto are true and correct at such period following Time of Acceptance or the date of such Terms Agreement, as the case may be, and (ii) an undertaking that such representations, warranties and agreements will be true and correct on any applicable Time of Sale and Settlement Date, as though made at and as of each such time (it being understood that such representations, warranties and agreements shall relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of such Transaction Acceptance or Terms Agreement, as the case may be). (b) Each time that (i) the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall be amended or supplemented (including, except as noted in the proviso at the end of this Agreement Section 6(b), by the filing of any Incorporated Document), (ii) there is a Principal Settlement Date pursuant to a Terms Agreement, or (iii) the Agent shall reasonably request (each date referred to clauses (i), (ii) and (iii) above, a “Bring-Down Delivery Date”), the Company shall, unless the Agent agrees otherwise, furnish or cause to be furnished to the Agent certificates, dated as of such Bring-Down Delivery Date and delivered within one Exchange Business Day after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, delivered on such Principal Settlement Date, of the same tenor as the certificates referred to in Sections 5(a)(i) and 5(a)(iv) hereof, modified as necessary to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificates and, in the case of the Chief Financial Officer’s certificate, covering such other financial, numerical and statistical data that is not covered by the accountants’ “comfort” letter dated as of such Bring-Down Delivery Date as the Agent may reasonably request, or, in lieu of such certificates, certificates to the effect that the statements contained in the certificates referred to in Sections 5(a)(i) and, unless the Agent shall have requested that the Chief Financial Officers’ certificate cover different or additional data as aforesaid, 5(a)(iv) hereof furnished to Agent are true and correct as of such Bring-Down Delivery Date as though made at and as of such date (except that such statements shall be deemed to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificate); provided, however, that the filing of a Current Report on Form 8-K will not constitute a Bring-Down Delivery Date under clause (i) above unless either (A) (x) such Current Report on Form 8-K is filed at any time during which any Prospectus either a Transaction Acceptance is binding and the Company has not suspended the use thereof (and prior to the settlement of the Shares specified therein) or a prospectus relating to the Shares is required to be delivered under the 1933 Act (whether physically or through compliance with Rule 172 under the "Prospectus Act or any similar rule) or such Current Report on Form 8-K is filed at any time from and including the date of a Terms Agreement through and including the related Settlement Date and (y) the Agent has reasonably requested that such date be deemed to be a Bring-Down Delivery Period")Date based upon the event or events reported in such Current Report on Form 8-K or (B) such Current Report on Form 8-K contains capsule financial information, the Company will deliver to each Underwriter such number historical or pro forma financial statements, supporting schedules or other financial data, including any Current Report on Form 8-K or part thereof under Item 2.02 of copies Regulation S-K of each Prospectus as such Underwriter may reasonably request. (b) During the Prospectus Delivery Period, the Company will file promptly with the Commission any that is considered “filed” under the Exchange Act; and provided, further, that an amendment or supplement to the Registration Statement or any the Prospectus relating to or covering the Certificates that may, in offering of other securities pursuant to the judgment of the Company or the Underwriters, be required by the 1933 Act and the rules and regulations of the Commission thereunder or requested by the Commission and approved by the UnderwritersRegistration Statement will not constitute a Bring-Down Delivery Date. (c) Prior Each Bring-Down Delivery Date, the Agent, unless it agrees otherwise, shall have received (A) the written opinion and, if not included in such opinion, negative assurance letter of ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to filing with the Commission during Company and (B) the Prospectus written opinion and, if not included in such opinion, negative assurance letter of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Agents, each dated as of the applicable Bring-Down Delivery Period any amendment Date and delivered within one Exchange Business Day after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, dated and delivered on such Principal Settlement Date, of the same tenor as the opinions and letters referred to in Section 5(a)(ii) or supplement Section 5(b) hereof, as applicable, but modified as necessary to relate to the Registration Statement relating Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to or covering the Certificates (other than an amendment by reason time of Rule 429 under delivery of such opinions and letters, or, in lieu of such opinions and letters, each such counsel shall furnish the 1933 ActAgent with a letter substantially to the effect that the Agent may rely on the opinion and letter of such counsel referred to in Section 5(a)(ii) or any amendment or supplement Section 5(b), as applicable, furnished to the ProspectusAgent, to the same extent as though they were dated the date of such letter authorizing reliance (except that statements in such last opinion and letter of such counsel shall be deemed to relate to the Registration Statement, the Company will furnish a copy thereof Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the Underwriters, and the Company will not file any time of delivery of such amendment or supplement to which the Underwriters shall reasonably objectletters authorizing reliance). (d) Each Bring-Down Delivery Date, the Agent shall have received from ▇▇▇▇▇ & Young LLP a “comfort” letter, dated as of the applicable Bring-Down Delivery Date and delivered within one Exchange Business Day after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, delivered on such Principal Settlement Date, of the same tenor as the letter referred to in Section 5(a)(iii) hereof, but modified to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the date of such letter, and, if the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall include or incorporate by reference the financial statements of any entity or business (other than the consolidated financial statements of the Company and its subsidiaries), the Company shall, if requested by the Agent, cause a firm of independent public accountants to furnish to the Agent a “comfort” letter, dated as of the applicable Bring-Down Delivery Date and delivered within one Exchange Business Day after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, delivered on such Principal Settlement Date, addressing such matters as the Agent may reasonably request. (e) The requirement to provide the certificates, legal opinions and comfort letter under Sections 6(b) through (d) shall be waived for any Bring-Down Delivery Date occurring at a time when no Transaction Acceptance or Terms Agreement is pending or a suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company will advise delivers instructions for the Underwriters promptly sale of Shares hereunder (which for such calendar quarter shall be considered a Bring-Down Delivery Date) and the next occurring Bring-Down Delivery Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Bring-Down Delivery Date when a suspension was in effect and did not provide the Agent with the certificates, legal opinions and comfort letter under Sections 6(b) through (d) then before the Company delivers the instructions for the sale of Shares or the Agent sells any Shares pursuant to such instructions, the Company shall provide the Agent with such certificates, legal opinions and comfort letter in conformity with Sections 6(b) through (d), dated as of the date that the instructions for the sale of Shares are issued. (i) when, during the Prospectus Delivery Period, any post-effective amendment to the Registration Statement relating to or covering the Certificates (other than any amendment by reason of Rule 429 under the 1933 Act) becomes effective, (ii) of any request or proposed request by the Commission for any amendment or supplement to the Registration Statement (insofar as the amendment or supplement relates to or covers the Certificates), for any amendment or supplement to the Prospectus or for any additional information with respect to the Certificates, (iii) of the issuance by the Commission, during the Prospectus Delivery Period, of any stop No order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to Section 8A under the initiation Act shall be pending before or threat of any such stop order proceeding, (iv) of receipt threatened by the Company Commission; the Prospectus and each Permitted Free Writing Prospectus shall have been timely filed with the Commission under the Act (in the case of any notification with respect a Permitted Free Writing Prospectus, to the extent required by Rule 433 under the Act); and all requests by the Commission for additional information shall have been complied with to the satisfaction of the Agent and no suspension of the qualification of the Certificates Shares for offering or sale in any jurisdiction jurisdiction, or of the initiation or threat threatening of any proceeding proceedings for that purpose any of such purposes, shall have occurred and be in effect at the time the Company delivers a Transaction Proposal to the Agent or the time the Agent delivers a Transaction Acceptance to the Company; and (vii) of the occurrence, during the Prospectus Delivery Period, of any event that makes untrue any statement of a material fact made in the Registration Statement or any Prospectus or that requires the making of a change in or addition to the Registration Statement or any Prospectus in order to make any material statement therein not misleading. (e) If, during the Prospectus Delivery Period, the Commission issues an order suspending the effectiveness of the Registration Statement, the Company will Prospectus or any Permitted Free Writing Prospectus shall not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make every reasonable effort to obtain the lifting statements therein, in the light of that order the circumstances under which they were made, not misleading at the earliest possible time. (f) The Company will endeavor to qualify the Certificates for offer and sale under the securities laws of such jurisdictions as the Underwriters may reasonably request; provided, however, that this Section 5(f) shall not obligate time the Company delivers a Transaction Proposal to file any general consent the Agent or the time the Agent delivers a Transaction Acceptance to service of process or to qualify to do business in any jurisdiction or as a dealer in securities in any jurisdiction in which it is not so qualifiedthe Company. (g) The costs and expenses associated Company shall reasonably cooperate with any reasonable due diligence review requested by the Agent or its counsel from time to time in connection with the transactions contemplated hereby or any Terms Agreement, including, without limitation, (i) at the commencement of each intended Purchase Date and any Time of Sale or Settlement Date, providing information and making available appropriate documents and appropriate corporate officers of the Company and, upon reasonable request, representatives of ▇▇▇▇▇ & Young LLP (and, if the Registration Statement, the Prospectus or any Permitted Free-Writing Prospectus shall include or incorporate by this Agreement reference the financial statements of any entity or business (other than the consolidated financial statements of the Company and its subsidiaries), representatives of the independent public accountants that audited or reviewed such financial statements) for an update on diligence matters with representatives of the Agent and (ii) at each Bring-Down Delivery Date and otherwise as the Agent may reasonably request, providing information and making available documents and appropriate corporate officers of the Company and representatives of Ernst & Young LLP (and, if the Registration Statement, the Prospectus or any Permitted Free-Writing Prospectus shall be payable include or incorporate by UBSREI reference the financial statements of any entity or business (other than the consolidated financial statements of the Company and LBHIits subsidiaries), as representatives of the independent public accountants that audited or reviewed such financial statements) for one or more due diligence sessions with representatives of the Agent and to the extent provided in the respective Mortgage Loan Purchase Agreementsits counsel. (h) The Company will file any documents shall disclose, in its quarterly reports on Form 10-Q and any amendments thereof as may be required in its annual report on Form 10-K and, if requested by the Agent, in supplements to the Prospectus to be filed by it pursuant the Company with the Commission from time to time, the 1933 Act number of the Shares sold through the Agent under this Agreement and the Securities Exchange Act of 1934, as amended (the "1934 Act")any Terms Agreement, and the rules gross and regulations net proceeds to the Company from the sale of the Commission under the 1933 Act Shares and the 1934 Act, including, but not limited to, compensation paid by the filing Company with respect to sales of the Commission Shares pursuant to a Current this Agreement during the relevant quarter or, in the case of any such prospectus supplement, such shorter period as the Agent may reasonably request or, in the case of an Annual Report on Form 810-K, subject during the fiscal year covered by such Annual Report and the fourth quarter of such fiscal year. All opinions, letters and other documents referred to Section 4 hereof, of all Computational Materials in Sections 6(b) through (d) above shall be reasonably satisfactory in form and ABS Term Sheets in respect of substance to the Certificates furnished by either Underwriter and identified by it as suchAgent. Subject to compliance by each Underwriter with Section 4(b)(iv) and (vi) hereof, The Agent will provide the Company with such notice (which may be oral, and in such case, will file all such Computational Materials and ABS Term Sheets within be confirmed via e-mail as soon as reasonably practicable thereafter) as is reasonably practicable under the time period allotted for such filing pursuant circumstances when requesting an opinion, letter or other document referred to the No-Action Letters. Subject to compliance by each Underwriter with Section 4(b)(ivin Sections 6(b) and through (vid) hereof, the Company represents and warrants that, to the extent required by the No-Action Letters, the Company has timely filed with the Commission any Collateral Term Sheets previously delivered to it as contemplated by Section 4(b)(iv) hereofabove.

Additional Covenants of the Company. a) The Company covenants hereby agrees that until the Company consummates a Business Combination, it shall not issue any shares of Class B Common Stock or any options or other securities convertible into shares of any class of Class B Common Stock, or any shares of preferred stock which participate in any manner in the Trust Fund or which vote as a class with the respective Underwriters that:Class B Common Stock on a Business Combination. b) The Company hereby agrees that it will not commence its formal due diligence investigation of any operating business which the Company seeks to acquire (a“Target Business”) During or obtain the services of any vendor unless and until the Target Business or the vendor executes a waiver letter in the form attached hereto as Exhibit A and Exhibit B, respectively; provided that the Company may still enter into an agreement with any such period following parties if it believes that the date engagement would be in the best interest of this Agreement the Company’s stockholders. Furthermore, each officer and director of the Company shall execute a waiver letter in the form attached hereto as Exhibit C. c) The Company shall not take any action or omit to take any action which would cause a breach of any Prospectus is required of the Insider Letters executed between each Initial Stockholder and the Representatives and will not allow any amendments to, or waivers of, such Insider Letters without the prior written consent of either of the Representatives. d) The Company shall not take any action or omit to take any action that would cause the Company to be delivered under in breach or violation of its Certificate of Incorporation, as amended. Prior to the 1933 Act (the "Prospectus Delivery Period")consummation of a Business Combination, the Company will deliver not amend its Certificate of Incorporation, as amended, without the prior written consent of either of the Representatives. e) The Company shall provide counsel to each Underwriter such number of the Representatives with ten copies of each Prospectus all proxy information and all related material filed with the Commission in connection with a Business Combination concurrently with such filing with the Commission. In addition, the Company shall furnish any other state in which its initial public offering was registered such information as may be requested by such Underwriter may reasonably requeststate. (bf) During The Company agrees that: i) Only holders of the Prospectus Delivery PeriodClass B Common Stock are entitled to vote in connection with a proposed Business Combination; ii) Two-thirds of the Company's Board of Directors, including its two Class I Directors, Messrs. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇, must approve a Business Combination before it can be submitted to Class B Common stockholders for a vote; iii) Prior to the consummation of any Business Combination, the Company will file promptly submit such transaction to the Class B Common stockholders for their approval (“Business Combination Vote”) even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; iv) With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote, all of the shares of Class B Common Stock owned by them immediately prior to this Offering in accordance with the Commission any amendment vote of the holders of a majority of the Class B Common Stock acquired in this Offering; v) The Company will proceed with a Business Combination only if, at the meeting to approve the Business Combination, the holders of a majority of the Class B Common Stock, present in person or supplement to by proxy at the Registration Statement or any Prospectus relating to or covering meeting, vote in favor of the Certificates that may, Business Combination and Class B Common stockholders owning less than 20% of the outstanding Class B Common Stock vote against the Business Combination and exercise their conversion rights described in the judgment Prospectus; vi) in the event of an approved Business Combination, each outstanding share of Class B Common Stock will automatically convert into a share of common stock unless the Company or holder votes against the Underwriters, be required by the 1933 Act Business Combination and the rules and regulations of the Commission thereunder or requested by the Commission and approved by the Underwriters. (c) Prior to filing with the Commission during the Prospectus Delivery Period any amendment or supplement to the Registration Statement relating to or covering the Certificates (other than an amendment by reason of Rule 429 under the 1933 Act) or any amendment or supplement to exercises its conversion rights described in the Prospectus; vii) Following the completion of a Business Combination, the Company will furnish have only one class of common stock outstanding; viii) In the event the Company is unable to complete a copy thereof Business Combination within the specified period, $8.24 per share of Class B Common Stock held in the Trust Fund, plus a pro-rata share of the interest earned on the Trust Fund in excess of the lesser of $1,200,000 or 50% of such interest, will be distributed to the UnderwritersClass B Common stockholders, and the Company will not file any such amendment or supplement to which be dissolved, in each case after compliance with the Underwriters shall reasonably objectDelaware law. (dg) The Company agrees that it will advise use its best efforts to prevent the Underwriters promptly (Company from becoming subject to Rule 419 under the Act prior to the consummation of any Business Combination, including but not limited to using its best efforts to prevent any of the Company’s outstanding securities from being deemed to be a “▇▇▇▇▇ stock” as defined in Rule 3a5l-1 under the Exchange Act during such period. h) The Company shall cause each of the Initial Stockholders to agree that, in order to minimize potential conflicts of interest which may arise from multiple affiliations, the Initial Stockholders will present to the Company for its consideration, prior to presentation to any other person or company, any suitable opportunity to acquire an operating business, until the earlier of the consummation by the Company of a Business Combination, the liquidation of the Company or until such time as the Initial Stockholders cease to be an officer or director of the Company, subject to any pre-existing fiduciary obligations the Initial Stockholders might have. i) when, during The Company agrees that the Prospectus Delivery Period, any post-effective amendment initial Target Business that it acquires must have a fair market value equal to at least 80% of the Registration Statement relating to or covering Company’s net assets at the Certificates (other than any amendment by reason time of Rule 429 under the 1933 Act) becomes effective, (ii) such acquisition. The fair market value of any request or proposed request such business must be determined by the Commission for any amendment or supplement Board of Directors of the Company based upon standards generally accepted by the financial community, such as actual and potential sales, earnings and cash flow and book value. If the Board of Directors of the Company is not able to independently determine that the Registration Statement (insofar as target business has a fair market value of at least 80% of the amendment or supplement relates to or covers Company’s fair market value at the Certificates)time of such acquisition, for any amendment or supplement to the Prospectus or for any additional information Company will obtain an opinion from an unaffiliated, independent investment banking firm which is a member of the NASD with respect to the Certificatessatisfaction of such criteria. The Company is not required to obtain an opinion from an investment banking firm as to the fair market value if the Company’s Board of Directors independently determines that the Target Business does have sufficient fair market value. j) The Company agrees that, until the consummation of a Business Combination as contemplated in the Prospectus, in the event that it intends to engage any person or entity, regardless of NASD association or affiliation, to assist it in its search for a merger candidate or to provide any other merger and acquisition services, the Company will, prior to such engagement (iiia) provide the following information to the Representatives (i) complete details of all services and copies of agreements governing said services and (ii) any documents or materials reasonably requested by the Representatives, such that the Representatives may provide to the NASD a justification as to why the person or entity providing the merger and acquisition services should not be considered an “underwriter and related person” as defined in Rule 2710(a)(6) of the issuance by the Commission, during the Prospectus Delivery Period, NASD Conduct Rules; (b) make proper disclosure of any stop order suspending the effectiveness of the Registration Statement such arrangement or the initiation or threat of any such stop order proceeding, (iv) of receipt by the Company of any notification with respect to the suspension of the qualification of the Certificates for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose and (v) of the occurrence, during the Prospectus Delivery Period, of any event that makes untrue any statement of a material fact made potential arrangement in the Registration Statement or any Prospectus or that requires Statement; and (c) and cooperate with the making of a change Representatives in or addition submitting such information to the Registration Statement or any Prospectus in order to make any material statement therein not misleadingNASD for review and approval. (e) If, during the Prospectus Delivery Period, the Commission issues an order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the lifting of that order at the earliest possible time. (fk) The Company will endeavor to qualify agrees that until the Certificates for offer and sale under the securities laws consummation of such jurisdictions a Business Combination as the Underwriters may reasonably request; provided, however, that this Section 5(f) shall not obligate the Company to file any general consent to service of process or to qualify to do business in any jurisdiction or as a dealer in securities in any jurisdiction in which it is not so qualified. (g) The costs and expenses associated with the transactions contemplated by this Agreement shall be payable by UBSREI and LBHI, as and to the extent provided in the respective Mortgage Loan Purchase Agreements. (h) The Company Prospectus, it will file any documents and any amendments thereof as may be required use its best efforts to be filed by it pursuant to the 1933 Act and the Securities Exchange Act of 1934, as amended (the "1934 Act"), and comply with the rules and regulations of the Commission under the 1933 Exchange Act with respect to (a) the furnishing and content of proxy statements related to the 1934 Act, including, but not limited to, Business Combination; and (b) the requirements and filing with the Commission pursuant to a Current Report deadlines for current reports on Form 8-K, subject to Section 4 hereof, of all Computational Materials and ABS Term Sheets in respect of the Certificates furnished by either Underwriter and identified by it as such. Subject to compliance by each Underwriter with Section 4(b)(iv) and (vi) hereof, the Company will file all such Computational Materials and ABS Term Sheets within the time period allotted for such filing pursuant to the No-Action Letters. Subject to compliance by each Underwriter with Section 4(b)(iv) and (vi) hereof, the Company represents and warrants that, to the extent required by the No-Action Letters, the Company has timely filed with the Commission any Collateral Term Sheets previously delivered to it as contemplated by Section 4(b)(iv) hereof.K.

Additional Covenants of the Company. The Company covenants with the respective Underwriters that: (a) During such period following the date of this Agreement in which any Prospectus is required to be delivered under the 1933 Act (the "Prospectus Delivery Period"), the Company will deliver to each Underwriter such number of copies of each Prospectus as such Underwriter may reasonably request. (b) During the Prospectus Delivery Period, the Company will file promptly with the Commission any amendment or supplement to the Registration Statement or any Prospectus relating to or covering the Certificates that may, in the judgment of the Company or the Lead Underwriters, be required by the 1933 Act and the rules and regulations of the Commission thereunder or requested by the Commission and approved by the Lead Underwriters. (c) Prior to filing with the Commission during the Prospectus Delivery Period any amendment or supplement to the Registration Statement relating to or covering the Certificates (other than an amendment by reason of Rule 429 under the 1933 Act) or any amendment or supplement to the Prospectus, the Company will furnish a copy thereof to the Underwriters, and the Company will not file any such amendment or supplement to which the Lead Underwriters shall reasonably object. (d) The Company will advise the Underwriters promptly (i) when, during the Prospectus Delivery Period, any post-effective amendment to the Registration Statement relating to or covering the Certificates (other than any amendment by reason of Rule 429 under the 1933 Act) becomes effective, (ii) of any request or proposed request by the Commission for any amendment or supplement to the Registration Statement (insofar as the amendment or supplement relates to or covers the Certificates), for any amendment or supplement to the Prospectus or for any additional information with respect to the Certificates, (iii) of the issuance by the Commission, during the Prospectus Delivery Period, of any stop order suspending the effectiveness of the Registration Statement or the initiation or threat of any such stop order proceeding, (iv) of receipt by the Company of any notification with respect to the suspension of the qualification of the Certificates for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose and (v) of the occurrencehappening, during the Prospectus Delivery Period, of any event that makes untrue any statement of a material fact made in the Registration Statement or any Prospectus or that requires the making of a change in or addition to the Registration Statement or any Prospectus in order to make any material statement therein not misleading. (e) If, during the Prospectus Delivery Period, the Commission issues an order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the lifting of that order at the earliest possible time. (f) The Company will endeavor to qualify the Certificates for offer and sale under the securities laws of such jurisdictions as the Lead Underwriters may reasonably request; provided, however, that this Section 5(f) shall not obligate the Company to file any general consent to service of process or to qualify to do business in any jurisdiction or as a dealer in securities in any jurisdiction in which it is not so qualified. (g) The costs and expenses associated with the transactions contemplated by this Agreement shall be payable by UBSREI and LBHI, as and to the extent provided in the respective Mortgage Loan Purchase Agreements; provided that ▇▇▇▇▇▇ shall not be responsible pursuant to this Section 5(g) for any costs and expenses incurred by any of the Company, the Lead Underwriters and the Mortgage Loan Sellers, it being acknowledged and agreed that ▇▇▇▇▇▇ shall be responsible only for the costs and expenses actually incurred by it, including, without limitation, the fees and disbursements of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP as special counsel to it. (h) The Company will file any documents and any amendments thereof as may be required to be filed by it pursuant to the 1933 Act and the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the rules and regulations of the Commission under the 1933 Act and the 1934 Act, including, but not limited to, the filing with the Commission pursuant to a Current Report on Form 8-K, subject to Section 4 hereof, of all Computational Materials and ABS Term Sheets in respect of the Certificates furnished by either any Underwriter and identified by it as such. Subject to compliance by each Underwriter with Section 4(b)(iv) and (vi) hereof, the Company will file all such Computational Materials and ABS Term Sheets within the time period allotted for such filing pursuant to the No-Action Letters. Subject to compliance by each Underwriter with Section 4(b)(iv) and (vi) hereof, the Company represents and warrants that, to the extent required by the No-Action Letters, the Company has timely filed with the Commission any Collateral Term Sheets previously delivered to it as contemplated by Section 4(b)(iv) hereof.

Additional Covenants of the Company. The Company further covenants and agrees with the respective Underwriters thatAgent as follows: (a) During Each Transaction Proposal made by the Company that is accepted by the Agent by means of a Transaction Acceptance and each execution and delivery by the Company of a Terms Agreement shall be deemed to be (i) an affirmation that the representations, warranties and agreements of the Company herein contained and contained in any certificate delivered to the Agent pursuant hereto are true and correct at such period following Time of Acceptance or the date of such Terms Agreement, as the case may be, and (ii) an undertaking that such representations, warranties and agreements will be true and correct on any applicable Time of Sale and Settlement Date, as though made at and as of each such time (it being understood that such representations, warranties and agreements shall relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of such Transaction Acceptance or Terms Agreement, as the case may be). (b) Each time that (i) the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall be amended or supplemented (including, except as noted in the proviso at the end of this Agreement Section 6(b), by the filing of any Incorporated Document), (ii) there is a Principal Settlement Date pursuant to a Terms Agreement, or (iii) the Agent shall reasonably request (each date referred to clauses (i), (ii) and (iii) above, a “Bring-Down Delivery Date”), the Company shall, unless the Agent agrees otherwise, furnish or cause to be furnished to the Agent certificates, dated as of such Bring-Down Delivery Date and delivered within one Exchange Business Day after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, delivered on such Principal Settlement Date, of the same tenor as the certificates referred to in Sections 5(a)(i) and 5(a)(iv) hereof, modified as necessary to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificates and, in the case of the Chief Financial Officer’s certificate, covering such other financial, numerical and statistical data that is not covered by the accountants’ “comfort” letter dated as of such Bring-Down Delivery Date as the Agent may reasonably request, or, in lieu of such certificates, certificates to the effect that the statements contained in the certificates referred to in Sections 5(a)(i) and, unless the Agent shall have requested that the Chief Financial Officer’s certificate cover different or additional data as aforesaid, 5(a)(iv) hereof furnished to Agent are true and correct as of such Bring-Down Delivery Date as though made at and as of such date (except that such statements shall be deemed to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificate); provided, however, that the filing of a Current Report on Form 8-K will not constitute a Bring-Down Delivery Date under clause (i) above unless either (A) (x) such Current Report on Form 8-K is filed at any time during which any Prospectus either a Transaction Acceptance is binding and the Company has not suspended the use thereof (and prior to the settlement of the Shares specified therein) or a prospectus relating to the Shares is required to be delivered under the 1933 Act (whether physically or through compliance with Rule 172 under the "Prospectus Act or any similar rule) or such Current Report on Form 8-K is filed at any time from and including the date of a Terms Agreement through and including the related Settlement Date and (y) the Agent has reasonably requested that such date be deemed to be a Bring-Down Delivery Period")Date based upon the event or events reported in such Current Report on Form 8-K or (B) such Current Report on Form 8-K contains capsule financial information, the Company will deliver to each Underwriter such number historical or pro forma financial statements, supporting schedules or other financial data, including any Current Report on Form 8-K or part thereof under Item 2.02 of copies Regulation S-K of each Prospectus as such Underwriter may reasonably request. (b) During the Prospectus Delivery Period, the Company will file promptly with the Commission any that is considered “filed” under the Exchange Act; and provided, further, that an amendment or supplement to the Registration Statement or any the Prospectus relating to or covering the Certificates that may, in offering of other securities pursuant to the judgment of the Company or the Underwriters, be required by the 1933 Act and the rules and regulations of the Commission thereunder or requested by the Commission and approved by the UnderwritersRegistration Statement will not constitute a Bring-Down Delivery Date. (c) Prior Each Bring-Down Delivery Date, the Company shall, unless the Agent agrees otherwise, cause to filing with be furnished to Agent (A) (i) the Commission during written opinion and negative assurance letter of ▇▇▇▇▇▇ LLP, counsel to the Prospectus Company, (ii) the written opinion of LeClairRyan, Professional Corporation, special intellectual property counsel to the Company, and (iii) the written opinion and negative assurance letter of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.C., counsel to the Agent, each dated as of the applicable Bring-Down Delivery Period any amendment Date and delivered within one Exchange Business Day after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, dated and delivered on such Principal Settlement Date, of the same tenor as the opinions and letters referred to in Section 5(a)(ii) or supplement Section 5(b) hereof, as applicable, but modified as necessary to relate to the Registration Statement relating Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to or covering the Certificates (other than an amendment by reason time of Rule 429 under delivery of such opinions and letters, or, in lieu of such opinions and letters, each such counsel shall furnish the 1933 ActAgent with a letter substantially to the effect that the Agent may rely on the opinion and letter of such counsel referred to in Section 5(a)(ii) or any amendment or supplement Section 5(b), as applicable, furnished to the ProspectusAgent, to the same extent as though they were dated the date of such letter authorizing reliance (except that statements in such last opinion and letter of such counsel shall be deemed to relate to the Registration Statement, the Company will furnish a copy thereof Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the Underwriters, and the Company will not file any time of delivery of such amendment or supplement to which the Underwriters shall reasonably objectletters authorizing reliance). (d) The Each Bring-Down Delivery Date, the Company will advise shall, unless the Underwriters promptly Agent agrees otherwise, cause PricewaterhouseCoopers LLP to furnish to the Agent a “comfort” letter, dated as of the applicable Bring-Down Delivery Date and delivered within one Exchange Business Day after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, delivered on such Principal Settlement Date, of the same tenor as the letter referred to in Section 5(a)(iii) hereof, but modified to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the date of such letter, and, if the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall include or incorporate by reference the financial statements of any entity or business (other than the consolidated financial statements of the Company and its subsidiaries), the Company shall, if requested by the Agent, cause a firm of independent public accountants to furnish to the Agent a “comfort” letter, dated as of the applicable Bring-Down Delivery Date and delivered within one Exchange Business Day after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, delivered on such Principal Settlement Date, addressing such matters as the Agent may reasonably request. (i) when, during the Prospectus Delivery Period, any post-effective amendment to the Registration Statement relating to or covering the Certificates (other than any amendment by reason of Rule 429 under the 1933 Act) becomes effective, (ii) of any request or proposed request by the Commission for any amendment or supplement to the Registration Statement (insofar as the amendment or supplement relates to or covers the Certificates), for any amendment or supplement to the Prospectus or for any additional information with respect to the Certificates, (iii) of the issuance by the Commission, during the Prospectus Delivery Period, of any stop No order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to Section 8A under the initiation Act shall be pending before or threat of any such stop order proceeding, (iv) of receipt threatened by the Company Commission; the Prospectus and each Permitted Free Writing Prospectus shall have been timely filed with the Commission under the Act (in the case of any notification with respect a Permitted Free Writing Prospectus, to the extent required by Rule 433 under the Act); and all requests by the Commission for additional information shall have been complied with to the satisfaction of the Agent and no suspension of the qualification of the Certificates Shares for offering or sale in any jurisdiction jurisdiction, or of the initiation or threat threatening of any proceeding proceedings for that purpose any of such purposes, shall have occurred and be in effect at the time the Company delivers a Transaction Proposal to the Agent or the time the Agent delivers a Transaction Acceptance to the Company; and (vii) of the occurrence, during the Prospectus Delivery Period, of any event that makes untrue any statement of a material fact made in the Registration Statement or any Prospectus or that requires the making of a change in or addition to the Registration Statement or any Prospectus in order to make any material statement therein not misleading. (e) If, during the Prospectus Delivery Period, the Commission issues an order suspending the effectiveness of the Registration Statement, the Company will Prospectus or any Permitted Free Writing Prospectus shall not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make every reasonable effort to obtain the lifting statements therein, in the light of that order the circumstances under which they were made, not misleading at the earliest possible timetime the Company delivers a Transaction Proposal to the Agent or the time the Agent delivers a Transaction Acceptance to the Company. (f) The Company will endeavor shall reasonably cooperate with any reasonable due diligence review requested by the Agent or its counsel from time to qualify time in connection with the Certificates transactions contemplated hereby or any Terms Agreement, including, without limitation, (i) at the commencement of each intended Purchase Date and any Time of Sale or Settlement Date, providing information and making available appropriate documents and appropriate corporate officers of the Company and, upon reasonable request, representatives of PricewaterhouseCoopers LLP (and, if the Registration Statement, the Prospectus or any Permitted Free-Writing Prospectus shall include or incorporate by reference the financial statements of any entity or business (other than the consolidated financial statements of the Company and its subsidiaries), representatives of the independent public accountants that audited or reviewed such financial statements) for offer an update on diligence matters with representatives of the Agent and sale under the securities laws of such jurisdictions (ii) at each Bring-Down Delivery Date and otherwise as the Underwriters Agent may reasonably request; provided, however, that this Section 5(f) shall not obligate providing information and making available documents and appropriate corporate officers of the Company to file and representatives of PricewaterhouseCoopers LLP (and, if the Registration Statement, the Prospectus or any general consent to service Permitted Free-Writing Prospectus shall include or incorporate by reference the financial statements of process any entity or to qualify to do business in any jurisdiction (other than the consolidated financial statements of the Company and its subsidiaries), representatives of the independent public accountants that audited or as a dealer in securities in any jurisdiction in which it is not so qualifiedreviewed such financial statements) for one or more due diligence sessions with representatives of the Agent and its counsel. (g) The costs Company shall disclose, in its quarterly reports on Form 10-Q and expenses associated with in its annual report on Form 10-K and, if requested by the transactions contemplated by this Agreement shall be payable by UBSREI and LBHIAgent, as and in supplements to the extent provided in the respective Mortgage Loan Purchase Agreements. (h) The Company will file any documents and any amendments thereof as may be required Prospectus to be filed by it pursuant the Company with the Commission from time to time, the 1933 Act number of the Shares sold through the Agent under this Agreement and the Securities Exchange Act of 1934, as amended (the "1934 Act")any Terms Agreement, and the rules gross and regulations net proceeds to the Company from the sale of the Commission under the 1933 Act Shares and the 1934 Act, including, but not limited to, compensation paid by the filing Company with respect to sales of the Commission Shares pursuant to a Current this Agreement during the relevant quarter or, in the case of any such prospectus supplement, such shorter period as the Agent may reasonably request or, in the case of an Annual Report on Form 810-K, subject during the fiscal year covered by such Annual Report and the fourth quarter of such fiscal year. All opinions, letters and other documents referred to Section 4 hereof, of all Computational Materials in Sections 6(b) through (d) above shall be reasonably satisfactory in form and ABS Term Sheets in respect of substance to the Certificates furnished by either Underwriter and identified by it as suchAgent. Subject to compliance by each Underwriter with Section 4(b)(iv) and (vi) hereof, The Agent will provide the Company with such notice (which may be oral, and in such case, will file all such Computational Materials and ABS Term Sheets within be confirmed via e-mail as soon as reasonably practicable thereafter) as is reasonably practicable under the time period allotted for such filing pursuant circumstances when requesting an opinion, letter or other document referred to the No-Action Letters. Subject to compliance by each Underwriter with Section 4(b)(ivin Sections 6(b) and through (vid) hereof, the Company represents and warrants that, to the extent required by the No-Action Letters, the Company has timely filed with the Commission any Collateral Term Sheets previously delivered to it as contemplated by Section 4(b)(iv) hereofabove.

Additional Covenants of the Company. The Company covenants and the Operating Partnership further covenant and agree with the respective Underwriters thatJPMS as follows: (a) During Each acceptance of a Transaction Notice by the Company and each execution and delivery by the Company of a Terms Agreement shall be deemed to be (i) an affirmation that the representations, warranties and agreements of the Company and the Operating Partnership herein contained and contained in any certificate delivered to JPMS pursuant hereto are true and correct at such period following Time of Acceptance or the date of such Terms Agreement, as the case may be, and (ii) an undertaking that such representations, warranties and agreements will be true and correct on any applicable Time of Sale and Settlement Date, as though made at and as of each such time (it being understood that such representations, warranties and agreements shall relate to the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus as amended and supplemented to the time of such Transaction Notice or Terms Agreement, at or before the Time of Sale as the case may be). (b) Each time that (i) the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall be amended or supplemented (including, except as noted in the proviso at the end of this Agreement Section 6(b), by the filing of any Incorporated Document, but excluding any prospectus supplement filed pursuant to Section 4(b) hereof or an amendment or supplement relating solely to the issuance or offering of securities other than the Shares) or, unless a Transaction Notice is then in effect and has not been suspended or the Settlement Date for any Shares previously sold has not yet occurred, at such later date selected by the Company following such amendment or supplement (but, in any event, no later than the first date and time following such amendment or supplement on which the Company accepts a Transaction Notice or enters into a Terms Agreement), (ii) there is a Principal Settlement Date pursuant to a Terms Agreement, or (iii) otherwise as JPMS shall reasonably request, provided that JPMS shall not make such a request during periods that the Company is not and will not be selling any Shares (each date referred to clauses (i), (ii) and (iii) above, a “Bring-Down Delivery Date”), the Company shall, unless JPMS agrees otherwise, furnish or cause to be furnished to JPMS a certificate, dated and delivered as of the applicable Bring-Down Delivery Date, of the same tenor as the certificate referred to in Section 5(a)(i) hereof, modified as necessary to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificate, or, in lieu of such certificate, a certificate to the effect that the statements contained in the certificate referred to in Section 5(a)(i) hereof furnished to JPMS are true and correct as of such Bring-Down Delivery Date as though made at and as of such date (except that such statements shall be deemed to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificate); provided, however, that the filing of a Current Report on Form 8-K will not constitute a Bring-Down Delivery Date unless (A) (x) such Current Report on Form 8-K is filed at any time during which either a Transaction Notice is binding and the Company has not suspended the use thereof (and prior to the settlement of the Shares specified therein) or a prospectus relating to the Shares is required to be delivered under the 1933 Act (the "Prospectus Delivery Period"), the Company will deliver to each Underwriter such number of copies of each Prospectus as such Underwriter may reasonably request. (b) During the Prospectus Delivery Period, the Company will file promptly with the Commission any amendment or supplement to the Registration Statement or any Prospectus relating to or covering the Certificates that may, in the judgment of the Company or the Underwriters, be required by the 1933 Securities Act and (y) JPMS has reasonably requested that such date be deemed to be a Bring-Down Delivery Date based upon the rules and regulations of the Commission thereunder event or requested by the Commission and approved by the Underwritersevents reported in such Current Report on Form 8-K or (B) such Current Report on Form 8-K is required pursuant to Section 2(j). (c) Prior Each Bring-Down Delivery Date, the Company shall, unless JPMS agrees otherwise, cause to filing with be furnished to JPMS (A) the Commission during written opinion and negative assurance letter of ▇▇▇▇▇▇▇ Procter LLP, counsel to the Prospectus Company, and (B) the written opinion of ▇▇▇▇▇▇▇ Procter LLP, tax counsel to the Company, each dated and delivered as of the applicable Bring-Down Delivery Period any amendment or supplement Date, of the same tenor as the opinions and letter referred to in Section 5(a)(ii) and Section 5(a)(iii) hereof, respectively, but modified as necessary to relate to the Registration Statement relating to or covering Statement, the Certificates (other than an amendment by reason of Rule 429 under the 1933 Act) Prospectus or any amendment or supplement Permitted Free Writing Prospectus as amended and supplemented to the Prospectustime of delivery of such opinions and letter, or, in lieu of such opinions and letter, such counsel shall furnish JPMS with letters substantially to the effect that JPMS may rely on the opinions and letter referred to in Sections 5(a)(ii) and 5(a)(iii), furnished to JPMS, to the same extent as though they were dated the date of such letters authorizing reliance (except that statements in such last opinions shall be deemed to relate to the Registration Statement, the Company will furnish a copy thereof Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the Underwriters, and the Company will not file any time of delivery of such amendment or supplement to which the Underwriters shall reasonably objectletters authorizing reliance). (d) The Each Bring-Down Delivery Date, the Company will advise shall, unless JPMS agrees otherwise, cause Ernst & Young LLP to furnish to JPMS a “comfort” letter, dated and delivered as of the Underwriters promptly applicable Bring-Down Delivery Date, of the same tenor as the letter referred to in Section 5(a)(iv) hereof, but modified to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the date of such letter. (e) Each Bring-Down Delivery Date, to the extent required pursuant to Section 2(j) above, the Company shall, unless JPMS agrees otherwise, cause to be furnished to JPMS a certificate of the chief financial officer of the Company of the same tenor as the certificate referred to in Section 2(j). (i) when, during the Prospectus Delivery Period, any post-effective amendment to the Registration Statement relating to or covering the Certificates (other than any amendment by reason of Rule 429 under the 1933 Act) becomes effective, (ii) of any request or proposed request by the Commission for any amendment or supplement to the Registration Statement (insofar as the amendment or supplement relates to or covers the Certificates), for any amendment or supplement to the Prospectus or for any additional information with respect to the Certificates, (iii) of the issuance by the Commission, during the Prospectus Delivery Period, of any stop No order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to Section 8A under the initiation Securities Act shall be pending before or threat of any such stop order proceeding, (iv) of receipt threatened by the Commission at the time the Company accepts a Transaction Notice; the Prospectus and each Permitted Free Writing Prospectus shall have been timely filed with the Commission under the Securities Act (in the case of any notification with respect a Permitted Free Writing Prospectus, to the extent required by Rule 433 under the Securities Act); and all requests by the Commission for additional information shall have been complied with to the satisfaction of JPMS and no suspension of the qualification of the Certificates Shares for offering or sale in any jurisdiction jurisdiction, or of the initiation or threat threatening of any proceeding proceedings for that purpose any of such purposes, will have occurred and be in effect at the time the Company accepts a Transaction Notice; and (vii) of the occurrence, during the Prospectus Delivery Period, of any event that makes untrue any statement of a material fact made in the Registration Statement or any Prospectus or that requires the making of a change in or addition to the Registration Statement or any Prospectus in order to make any material statement therein not misleading. (e) If, during the Prospectus Delivery Period, the Commission issues an order suspending the effectiveness of the Registration Statement, the Company will Prospectus or any Permitted Free Writing Prospectus shall not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make every reasonable effort to obtain the lifting statements therein, in the light of that order the circumstances under which they were made, not misleading at the earliest possible time. (f) The Company will endeavor to qualify the Certificates for offer and sale under the securities laws of such jurisdictions as the Underwriters may reasonably request; provided, however, that this Section 5(f) shall not obligate time the Company to file any general consent to service of process or to qualify to do business in any jurisdiction or as accepts a dealer in securities in any jurisdiction in which it is not so qualifiedTransaction Notice. (g) The costs and expenses associated Company shall reasonably cooperate with any reasonable due diligence review requested by JPMS or its counsel from time to time in connection with the transactions contemplated by this Agreement shall be payable by UBSREI hereby or any Terms Agreement, including, without limitation, (i) at the commencement of each intended Purchase Date and LBHIany Time of Sale or Settlement Date, making available appropriate corporate officers of the Company and, upon reasonable request, representatives of Ernst & Young LLP for an update on diligence matters with representatives of JPMS and (ii) at each Bring-Down Delivery Date or otherwise as JPMS may reasonably request, providing information and to making available documents and appropriate corporate officers of the extent provided in the respective Mortgage Loan Purchase AgreementsCompany and representatives of Ernst & Young LLP for one or more due diligence sessions with representatives of JPMS and its counsel. (h) The To the extent required under applicable law, the Company will file any documents and any amendments thereof as may be required shall disclose, in its quarterly reports on Form 10-Q, in its annual report on Form 10-K and/or, at the Company’s option, in prospectus supplements to be filed by it the Company from time to time, the number of the Shares sold through the Agents under this Agreement and any Terms Agreement, the net proceeds to the Company from the sale of the Shares and the compensation paid by the Company with respect to sales of the Shares pursuant to this Agreement during the 1933 Act and relevant quarter or such shorter period determined by the Securities Exchange Act of 1934Company, as amended the case may be. All opinions, letters and other documents referred to in Sections 6(b) through (d) above shall be reasonably satisfactory in form and substance to JPMS. JPMS will provide the "1934 Act")Company with such notice (which may be oral, and the rules and regulations of the Commission in such case, will be confirmed via e-mail or facsimile as soon as reasonably practicable thereafter) as is reasonably practicable under the 1933 Act and the 1934 Actcircumstances when requesting an opinion, including, but not limited to, the filing with the Commission pursuant letter or other document referred to a Current Report on Form 8-K, subject to Section 4 hereof, of all Computational Materials and ABS Term Sheets in respect of the Certificates furnished by either Underwriter and identified by it as such. Subject to compliance by each Underwriter with Section 4(b)(ivSections 6(b) and through (vid) hereof, the Company will file all such Computational Materials and ABS Term Sheets within the time period allotted for such filing pursuant to the No-Action Letters. Subject to compliance by each Underwriter with Section 4(b)(iv) and (vi) hereof, the Company represents and warrants that, to the extent required by the No-Action Letters, the Company has timely filed with the Commission any Collateral Term Sheets previously delivered to it as contemplated by Section 4(b)(iv) hereofabove.

Additional Covenants of the Company. The Company further covenants and agrees with the respective Underwriters thateach Agent as follows: (a) During Each Transaction Proposal made by the Company that is accepted by an Agent by means of a Transaction Acceptance and each execution and delivery by the Company of a Terms Agreement shall be deemed to be (i) an affirmation that the representations, warranties and agreements of the Company herein contained and contained in any certificate delivered to the Agents pursuant hereto are true and correct at such period following Time of Acceptance or the date of such Terms Agreement, as the case may be, and (ii) an undertaking that such representations, warranties and agreements will be true and correct on any applicable Time of Sale and Settlement Date, as though made at and as of each such time (it being understood that such representations, warranties and agreements shall relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of such Transaction Acceptance or Terms Agreement, as the case may be). (b) Each time that (i) except as provided in the last sentence of Section 2(a), the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall be amended or supplemented (including, except as noted in the proviso at the end of this Agreement Section 6(b), by the filing of any Incorporated Document), (ii) there is a Principal Settlement Date pursuant to a Terms Agreement, or (iii) except as provided in the last sentence of Section 2(a), the Agents shall reasonably request upon reasonable advance notice to the Company (each date referred to clauses (i), (ii) and (iii) above, subject to the exceptions set forth therein, a “Bring-Down Delivery Date”), the Company shall, unless the Agents agree otherwise, furnish or cause to be furnished to the Agents certificates, dated as of such Bring-Down Delivery Date and delivered within two Exchange Business Days after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, delivered on such Principal Settlement Date, of the same tenor as the certificates referred to in Sections 5(a)(i) hereof, modified as necessary to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificates, or, in lieu of such certificates, certificates to the effect that the statements contained in the certificates referred to in Sections 5(a)(i) hereof furnished to Agents are true and correct as of such Bring-Down Delivery Date as though made at and as of such date (except that such statements shall be deemed to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificate); provided, however, that the filing of a Current Report on Form 8-K will not constitute a Bring-Down Delivery Date under clause (i) above unless either (A) (x) such Current Report on Form 8-K is filed at any time during which any Prospectus either a Transaction Acceptance is binding and the Company has not suspended the use thereof (and prior to the settlement of the Shares specified therein) or a prospectus relating to the Shares is required to be delivered under the 1933 Act (whether physically or through compliance with Rule 172 under the "Prospectus Act or any similar rule) or such Current Report on Form 8-K is filed at any time from and including the date of a Terms Agreement through and including the related Settlement Date and (y) the Agents have reasonably requested that such date be deemed to be a Bring-Down Delivery Period")Date based upon the event or events reported in such Current Report on Form 8-K or (B) such Current Report on Form 8-K contains capsule financial information, historical or pro forma financial statements, supporting schedules or other financial data that shall be deemed to be “filed” for purposes of Section 18 of the Company will deliver to each Underwriter such number of copies of each Prospectus as such Underwriter may reasonably request. (b) During the Prospectus Delivery PeriodExchange Act; and provided, the Company will file promptly with the Commission any further, that an amendment or supplement to the Registration Statement or any the Prospectus relating to or covering the Certificates that may, in offering of other securities pursuant to the judgment of the Company or the Underwriters, be required by the 1933 Act and the rules and regulations of the Commission thereunder or requested by the Commission and approved by the UnderwritersRegistration Statement will not constitute a Bring-Down Delivery Date. (c) Prior On each Bring-Down Delivery Date, (A) the Agents shall receive the written opinion and, if not included in such opinion, negative assurance letter of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to filing with the Commission during Agents, each dated as of the Prospectus applicable Bring-Down Delivery Period any amendment or supplement Date and delivered within two Exchange Business Days after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, dated and delivered on such Principal Settlement Date, and (B) the Company shall, unless the Agents agree otherwise, cause to be furnished to the Agents the written opinion and, if not included in such opinion, negative assurance letter of ▇▇▇▇▇▇▇ Coie LLP, counsel to the Company, each dated as of the applicable Bring-Down Delivery Date and delivered within two Exchange Business Days after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, dated and delivered on such Principal Settlement Date, of the same tenor as the opinion and letter referred to in Section 5(a)(ii) hereof, but modified as necessary to relate to the Registration Statement relating to or covering Statement, the Certificates (other than an amendment by reason of Rule 429 under the 1933 Act) Prospectus or any amendment or supplement Permitted Free Writing Prospectus as amended and supplemented to the Prospectustime of delivery of such opinion and letter, or, in lieu of such opinion and letter, such counsel shall furnish the Agents with a letter substantially to the effect that the Agents may rely on the opinion and letter of such counsel referred to in Section 5(a)(ii), furnished to the Agents, to the same extent as though they were dated the date of such letter authorizing reliance (except that statements in such last opinion and letter of such counsel shall be deemed to relate to the Registration Statement, the Company will furnish a copy thereof Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the Underwriters, and the Company will not file any time of delivery of such amendment or supplement to which the Underwriters shall reasonably objectletters authorizing reliance). (d) The On each Bring-Down Delivery Date, the Company will advise shall, unless the Underwriters promptly Agents agree otherwise, cause Deloitte & Touche LLP to furnish to the Agents a “comfort” letter, dated as of the applicable Bring-Down Delivery Date and delivered within two Exchange Business Days after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, delivered on such Principal Settlement Date, of the same tenor as the letter referred to in Section 5(a)(iii) hereof, but modified to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the date of such letter, and, if the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall include or incorporate by reference the financial statements of any entity or business (other than the consolidated financial statements of the Company and its subsidiaries), the Company shall, if requested by the Agents, cause a firm of independent public accountants to furnish to the Agents a “comfort” letter, dated as of the applicable Bring-Down Delivery Date and delivered within two Exchange Business Days after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, dated and delivered on such Principal Settlement Date, addressing such matters as the Agents may reasonably request. (i) when, during the Prospectus Delivery Period, any post-effective amendment to the Registration Statement relating to or covering the Certificates (other than any amendment by reason of Rule 429 under the 1933 Act) becomes effective, (ii) of any request or proposed request by the Commission for any amendment or supplement to the Registration Statement (insofar as the amendment or supplement relates to or covers the Certificates), for any amendment or supplement to the Prospectus or for any additional information with respect to the Certificates, (iii) of the issuance by the Commission, during the Prospectus Delivery Period, of any stop No order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to Section 8A under the initiation or threat Act shall be pending before or, to the knowledge of any such stop order proceedingthe Company, (iv) of receipt threatened by the Company Commission; the Prospectus and each Permitted Free Writing Prospectus shall have been timely filed with the Commission under the Act (in the case of any notification with respect a Permitted Free Writing Prospectus, to the extent required by Rule 433 under the Act); and all requests by the Commission for additional information shall have been complied with to the satisfaction of the Agents and no suspension of the qualification of the Certificates Shares for offering or sale in any jurisdiction jurisdiction, or of the initiation or threat threatening of any proceeding proceedings for that purpose any of such purposes, shall have occurred and be in effect at the time the Company delivers a Transaction Proposal to an Agent or the time such Agent delivers a Transaction Acceptance to the Company; and (vii) of the occurrence, during the Prospectus Delivery Period, of any event that makes untrue any statement of a material fact made in the Registration Statement or any Prospectus or that requires the making of a change in or addition to the Registration Statement or any Prospectus in order to make any material statement therein not misleading. (e) If, during the Prospectus Delivery Period, the Commission issues an order suspending the effectiveness of the Registration Statement, the Company will Prospectus or any Permitted Free Writing Prospectus shall not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make every reasonable effort to obtain the lifting statements therein, in the light of that order the circumstances under which they were made, not misleading at the earliest possible timetime the Company delivers a Transaction Proposal to an Agent or the time such Agent delivers a Transaction Acceptance to the Company. (f) The Except as set forth in the last sentence of Section 2(a), the Company will endeavor shall reasonably cooperate with any reasonable due diligence review requested by the Agents or their counsel from time to qualify time in connection with the Certificates transactions contemplated hereby or any Terms Agreement, including, without limitation, (i) at the commencement of each intended Purchase Date and any Time of Sale or Settlement Date, providing information and making available appropriate documents and appropriate corporate officers of the Company and, upon reasonable request, representatives of Deloitte & Touche LLP (and, if the Registration Statement, the Prospectus or any Permitted Free-Writing Prospectus shall include or incorporate by reference the financial statements of any entity or business (other than the consolidated financial statements of the Company and its subsidiaries), representatives of the independent public accountants that audited or reviewed such financial statements) for offer an update on diligence matters with representatives of the Agents and sale under the securities laws of such jurisdictions (ii) at each Bring-Down Delivery Date and otherwise as the Underwriters Agents may reasonably request; provided, however, that this Section 5(f) shall not obligate providing information and making available documents and appropriate corporate officers of the Company to file and representatives of Deloitte & Touche LLP (and, if the Registration Statement, the Prospectus or any general consent to service Permitted Free-Writing Prospectus shall include or incorporate by reference the financial statements of process any entity or to qualify to do business in any jurisdiction (other than the consolidated financial statements of the Company and its subsidiaries), representatives of the independent public accountants that audited or as a dealer in securities in any jurisdiction in which it is not so qualifiedreviewed such financial statements) for one or more due diligence sessions with representatives of the Agents and their counsel. (g) The costs Company shall disclose, in its quarterly reports on Form 10-Q and expenses associated with in its annual report on Form 10-K and, if requested by the transactions contemplated by this Agreement shall be payable by UBSREI and LBHIAgents, as and in supplements to the extent provided in the respective Mortgage Loan Purchase Agreements. (h) The Company will file any documents and any amendments thereof as may be required Prospectus to be filed by it pursuant the Company with the Commission from time to time, the 1933 Act number of the Shares sold through the Agents under this Agreement and the Securities Exchange Act of 1934, as amended (the "1934 Act")any Terms Agreement, and the rules gross and regulations net proceeds to the Company from the sale of the Commission under the 1933 Act Shares and the 1934 Act, including, but not limited to, compensation paid by the filing Company with respect to sales of the Commission Shares pursuant to a Current this Agreement during the relevant quarter or, in the case of any such prospectus supplement, such shorter period as the Agents may reasonably request or, in the case of an Annual Report on Form 810-K, subject during the fiscal year covered by such Annual Report and the fourth quarter of such fiscal year. All opinions, letters and other documents referred to Section 4 hereof, of all Computational Materials in Sections 6(b) through (d) above shall be reasonably satisfactory in form and ABS Term Sheets in respect of substance to the Certificates furnished by either Underwriter and identified by it as suchAgents. Subject to compliance by each Underwriter with Section 4(b)(iv) and (vi) hereof, The Agents will provide the Company with such notice (which may be oral, and in such case, will file all such Computational Materials and ABS Term Sheets within be confirmed via e-mail as soon as reasonably practicable thereafter) as is reasonably practicable under the time period allotted for such filing pursuant circumstances when requesting an opinion, letter or other document referred to the No-Action Letters. Subject to compliance by each Underwriter with Section 4(b)(ivin Sections 6(b) and through (vid) hereof, the Company represents and warrants that, to the extent required by the No-Action Letters, the Company has timely filed with the Commission any Collateral Term Sheets previously delivered to it as contemplated by Section 4(b)(iv) hereofabove.

Additional Covenants of the Company. The Company further covenants and agrees with each of the respective Underwriters thatAgents and each of the Forward Purchasers as follows: (a) During Each Transaction Proposal made by the Company that is accepted by an Agent by means of a Transaction Acceptance and each execution and delivery by the Company of a Terms Agreement or Confirmation shall be deemed to be (i) an affirmation that the representations, warranties and agreements of the Company herein contained and contained in any certificate delivered to the Agent pursuant hereto are true and correct at such period following Time of Acceptance or the date of such Terms Agreement, as the case may be, and (ii) an undertaking that such representations, warranties and agreements will be true and correct on any applicable Time of Sale and Settlement Date, as though made at and as of each such time (it being understood that such representations, warranties and agreements shall relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of such Transaction Acceptance, Terms Agreement or Confirmation, as the case may be). (b) Each time that (i) the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall be amended or supplemented (including, except as noted in the proviso at the end of this Agreement Section 6(b), by the filing of any Incorporated Document), (ii) there is a Principal Settlement Date pursuant to a Terms Agreement, or (iii) the Agents shall reasonably request (each date referred to clauses (i), (ii) and (iii) above, a “Bring-Down Delivery Date”), the Company shall, unless the Agents agrees otherwise, furnish or cause to be furnished to the Agents certificates, dated as of such Bring-Down Delivery Date and delivered within one Exchange Business Day after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, delivered on such Principal Settlement Date, of the same tenor as the certificates referred to in Section 5(a)(i) hereof, modified as necessary to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificates, or, in lieu of such certificates, certificates to the effect that the statements contained in the certificates referred to in Section 5(a)(i) hereof furnished to Agents are true and correct as of such Bring-Down Delivery Date as though made at and as of such date (except that such statements shall be deemed to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificate); provided, however, that the filing of a Current Report on Form 8-K will not constitute a Bring-Down Delivery Date under clause (i) above unless either (A) (x) such Current Report on Form 8-K is filed at any time during which any Prospectus either a Transaction Acceptance is binding and the Company has not suspended the use thereof (and prior to the settlement of the Shares specified therein) or a prospectus relating to the Shares is required to be delivered under the 1933 Act (whether physically or through compliance with Rule 172 under the "Prospectus Act or any similar rule) or such Current Report on Form 8-K is filed at any time from and including the date of a Terms Agreement or Confirmation through and including the related Settlement Date and (y) the Agents have reasonably requested that such date be deemed to be a Bring-Down Delivery Period")Date based upon the event or events reported in such Current Report on Form 8-K or (B) such Current Report on Form 8-K contains capsule financial information, the Company will deliver to each Underwriter such number historical or pro forma financial statements, supporting schedules or other financial data, including any Current Report on Form 8-K or part thereof under Item 2.02 of copies Regulation S-K of each Prospectus as such Underwriter may reasonably request. (b) During the Prospectus Delivery Period, the Company will file promptly with the Commission any that is considered “filed” under the Exchange Act; and provided, further, that an amendment or supplement to the Registration Statement or any the Prospectus relating to or covering the Certificates that may, in offering of other securities pursuant to the judgment of the Company or the Underwriters, be required by the 1933 Act and the rules and regulations of the Commission thereunder or requested by the Commission and approved by the UnderwritersRegistration Statement will not constitute a Bring-Down Delivery Date. (c) Prior Each Bring-Down Delivery Date, the Company shall, unless the Agents and, if such Bring-Down Delivery Date relates to filing with a Confirmation, the Commission during Forward Purchasers agree otherwise, cause to be furnished to Agents and, if applicable, the Prospectus Forward Purchasers (A) the written opinion and, if not included in such opinion, negative assurance letter of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Company, the written opinion of the Associate General Counsel of the Company, and the written opinion and, if not included in such opinion, negative assurance letter of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Agents and the Forward Purchasers, each dated as of the applicable Bring-Down Delivery Period any amendment Date and delivered within one Exchange Business Day after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, dated and delivered on such Principal Settlement Date, of the same tenor as the opinions and letters referred to in Section 5(a)(ii) or supplement Section 5(b) hereof, as applicable, but modified as necessary to relate to the Registration Statement relating Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to or covering the Certificates (other than an amendment by reason time of Rule 429 under delivery of such opinions and letters, or, in lieu of such opinions and letters, each such counsel shall furnish the 1933 ActAgents and, if applicable, the Forward Purchasers with a letter substantially to the effect that the Agents and, if applicable, the Forward Purchasers may rely on the opinion and letter of such counsel referred to in Section 5(a)(ii) or any amendment or supplement Section 5(b), as applicable, furnished to the ProspectusAgents and, if applicable, the Company will furnish a copy thereof Forward Purchasers, to the Underwriterssame extent as though they were dated the date of such letter authorizing reliance (except that statements in such last opinion and letter of such counsel shall be deemed to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the Company will not file any time of delivery of such amendment or supplement to which the Underwriters shall reasonably objectletters authorizing reliance). (d) The Each Bring-Down Delivery Date, the Company will advise shall, unless the Underwriters promptly Agents and, if such Bring-Down Delivery Date relates to a Confirmation, the Forward Purchasers agree otherwise, cause KPMG LLP to furnish to the Agents and, if applicable, the Forward Purchasers a “comfort” letter, dated as of the applicable Bring-Down Delivery Date and delivered within one Exchange Business Day after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, delivered on such Principal Settlement Date, of the same tenor as the letter referred to in Section 5(a)(iii) hereof, but modified to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the date of such letter, and, if the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall include or incorporate by reference the financial statements of any entity or business (other than the consolidated financial statements of the Company and its subsidiaries), the Company shall, if requested by the Agents and, if applicable, the Forward Purchasers, cause a firm of independent public accountants to furnish to the Agents and, if applicable, the Forward Purchasers a “comfort” letter, dated as of the applicable Bring-Down Delivery Date and delivered within one Exchange Business Day after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, delivered on such Principal Settlement Date, addressing such matters as the Agents and, if applicable, the Forward Purchasers may reasonably request. (e) Notwithstanding clause (ii) of Section 2(h) hereof, if the Company wishes to offer or sell Shares to the Agents as sales agent at any time during the period from and including an Earnings Announcement through and including the corresponding Filing Time, the Company shall first (i) when, during the Prospectus Delivery Period, any post-effective amendment prepare and deliver to the Registration Statement relating Agents (with a copy to or covering counsel for the Certificates Agents) a Current Report on Form 8-K that includes substantially the same financial and related information (together with management’s discussion and analysis thereof) that was included in such Earnings Announcement (other than any amendment by reason earnings projections and similar forward-looking data and officers’ quotations) (each, an “Earnings 8-K”), in form and substance reasonably satisfactory to the Agents, and, prior to its filing, obtain the written consent of Rule 429 under the 1933 Act) becomes effectiveAgents to such filing (which consent shall not be unreasonably withheld), (ii) provide the Agents with the officers’ certificate, opinions and letters of any request or proposed request by the Commission for any amendment or supplement to the Registration Statement (insofar as the amendment or supplement relates to or covers the Certificatescounsel and accountants’ comfort letters specified in Section 6(b), for any amendment or supplement to the Prospectus or for any additional information with respect to the Certificates6(c) and 6(d), respectively, hereof, (iii) of afford the issuance by Agents the opportunity to conduct a due diligence review in accordance with Section 6(g) hereof prior to filing such Earnings 8-K and (iv) file such Earnings 8-K with the Commission. For purposes of clarity, during the Prospectus Delivery Period, parties hereto agree that the delivery of any stop officers’ certificate, opinion or letter of counsel or accountants’ letter pursuant to this Section 6(e) shall not relieve the Company from any of its obligations under this Agreement with respect to any Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, including, without limitation, the obligation to deliver officers’ certificates, opinions and letters of counsel and accountants’ comfort letters as provided in Section 6(b), 6(c) and 6(d), respectively, hereof, and (B) this Section 6(e) shall in no way affect or limit the operation of clause (i) of Section 2(h) hereof, which shall have independent application. (f) (i) No order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to Section 8A under the initiation Act shall be pending before or threat of any such stop order proceeding, (iv) of receipt threatened by the Company Commission; the Prospectus and each Permitted Free Writing Prospectus shall have been timely filed with the Commission under the Act (in the case of any notification with respect a Permitted Free Writing Prospectus, to the extent required by Rule 433 under the Act); and all requests by the Commission for additional information shall have been complied with to the satisfaction of the Agents and no suspension of the qualification of the Certificates Shares for offering or sale in any jurisdiction jurisdiction, or of the initiation or threat threatening of any proceeding proceedings for that purpose any of such purposes, shall have occurred and be in effect at the time the Company delivers a Transaction Proposal to an Agent or the time an Agent delivers a Transaction Acceptance to the Company; and (vii) of the occurrence, during the Prospectus Delivery Period, of any event that makes untrue any statement of a material fact made in the Registration Statement or any Prospectus or that requires the making of a change in or addition to the Registration Statement or any Prospectus in order to make any material statement therein not misleading. (e) If, during the Prospectus Delivery Period, the Commission issues an order suspending the effectiveness of the Registration Statement, the Company will Prospectus or any Permitted Free Writing Prospectus shall not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make every reasonable effort to obtain the lifting statements therein, in the light of that order the circumstances under which they were made, not misleading at the earliest possible time. (f) The Company will endeavor to qualify the Certificates for offer and sale under the securities laws of such jurisdictions as the Underwriters may reasonably request; provided, however, that this Section 5(f) shall not obligate time the Company delivers a Transaction Proposal to file any general consent an Agent or the time an Agent delivers a Transaction Acceptance to service of process or to qualify to do business in any jurisdiction or as a dealer in securities in any jurisdiction in which it is not so qualifiedthe Company. (g) The costs Company shall reasonably cooperate with any reasonable due diligence review requested by the Agents and expenses associated the Forward Purchasers or their counsel from time to time in connection with the transactions contemplated hereby or by this any Terms Agreement or Confirmation, including, without limitation, (i) at the commencement of each intended Purchase Date and any Time of Sale or Settlement Date, providing information and making available appropriate documents and appropriate corporate officers of the Company and, upon reasonable request, representatives of KPMG LLP (and, if the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall be payable include or incorporate by UBSREI reference the financial statements of any entity or business (other than the consolidated financial statements of the Company and LBHIits subsidiaries), representatives of the independent public accountants that audited or reviewed such financial statements) for an update on diligence matters with representatives of the Agents and the Forward Purchasers and (ii) at each Bring-Down Delivery Date and otherwise as the Agents and to the extent provided in Forward Purchasers may reasonably request, providing information and making available documents and appropriate corporate officers of the respective Mortgage Loan Purchase AgreementsCompany and representatives of KPMG LLP (and, if the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall include or incorporate by reference the financial statements of any entity or business (other than the consolidated financial statements of the Company and its subsidiaries), representatives of the independent public accountants that audited or reviewed such financial statements) for one or more due diligence sessions with representatives of the Agents and the Forward Purchasers and their counsel. (h) The Company will file any documents shall disclose, in its Quarterly Reports on Form 10-Q and any amendments thereof as may be required in its Annual Report on Form 10-K and, if requested by the Agent, in supplements to the Prospectus (each, an “Interim Prospectus Supplement”) to be filed by it the Company with the Commission from time to time, the aggregate number of the Shares sold through the Agents under this Agreement, any Terms Agreement and any Confirmation, and the gross proceeds to the Company or the Forward Purchaser from the sale of the Shares and the compensation paid by the Company with respect to sales of the Shares pursuant to this Agreement during the 1933 Act relevant quarter or, in the case of any such prospectus supplement, such shorter period as the Agents may reasonably request or, in the case of an Annual Report on Form 10-K, during the fiscal year covered by such Annual Report and the Securities Exchange Act fourth quarter of 1934such fiscal year. The requirements (i) to provide the officer’s certificate, as amended opinions and letters of counsel and accountants’ letter specified in Section 6(b) through 6(d), (the "1934 Act"ii) to reasonably cooperate with any reasonable due diligence review specified in Section 6(g), and (iii) to provide the rules representations and regulations warranties contemplated under Section 3(vi) shall be waived for any Bring-Down Delivery Date occurring at a time at which no Transaction Proposal or offers to enter into a Terms Agreement is pending, which waiver shall continue until the earlier to occur of the Commission date the Company delivers a Transaction Proposal or offers to enter into a Terms Agreement hereunder (which for such calendar quarter shall be considered a Bring-Down Delivery Date) and the next occurring Bring-Down Delivery Date. All opinions, letters and other documents referred to in Sections 6(b) through 6(d) above shall be reasonably satisfactory in form and substance to the Agents and, if applicable, the Forward Purchasers. The Agents and, if applicable, the Forward Purchasers will provide the Company with such notice (which may be oral, and in such case, will be confirmed via email as soon as reasonably practicable thereafter) as is reasonably practicable under the 1933 Act and the 1934 Actcircumstances when requesting an opinion, including, but not limited to, the filing with the Commission pursuant letter or other document referred to a Current Report on Form 8-K, subject to Section 4 hereof, of all Computational Materials and ABS Term Sheets in respect of the Certificates furnished by either Underwriter and identified by it as such. Subject to compliance by each Underwriter with Section 4(b)(ivSections 6(b) and (vithrough 6(d) hereof, the Company will file all such Computational Materials and ABS Term Sheets within the time period allotted for such filing pursuant to the No-Action Letters. Subject to compliance by each Underwriter with Section 4(b)(iv) and (vi) hereof, the Company represents and warrants that, to the extent required by the No-Action Letters, the Company has timely filed with the Commission any Collateral Term Sheets previously delivered to it as contemplated by Section 4(b)(iv) hereofabove.

Additional Covenants of the Company. The Company covenants with the respective Underwriters that: (a) During such period following the date of this Agreement in which any Prospectus is required to be delivered under the 1933 Act (the "Prospectus Delivery Period"), the Company will deliver to each Underwriter such number of copies of each Prospectus the Prospectus, and any amendment thereof or supplement thereto, as such Underwriter may reasonably request. (b) During the Prospectus Delivery Period, the Company will file promptly with the Commission any amendment or supplement to the Registration Statement or any the Prospectus relating to or covering the Certificates that may, in the judgment of the Company or the Underwriters, be required by the 1933 Act and the rules and regulations of the Commission thereunder 1933 Act Rules or requested by the Commission and approved by the Underwriters. (c) Prior to filing with the Commission during the Prospectus Delivery Period any amendment or supplement to the Registration Statement relating to or covering the Certificates (other than an amendment by reason of Rule 429 under the 1933 Act) or any amendment or supplement to the Prospectus, the Company will furnish a copy thereof to the Underwriters, and the Company will not file any such amendment or supplement to which the Underwriters shall reasonably object. (d) The Company will advise the Underwriters promptly (i) when, during the Prospectus Delivery Period, any post-effective amendment to the Registration Statement relating to or covering the Certificates (other than any amendment by reason of Rule 429 under the 1933 Act) becomes effective, (ii) of any request or proposed request by the Commission for any amendment or supplement to the Registration Statement (insofar as the amendment or supplement relates to or covers the Certificates), for any amendment or supplement to the Prospectus or for any additional information with respect to the Certificates, (iii) of the issuance by the Commission, during the Prospectus Delivery Period, of any stop order suspending the effectiveness of the Registration Statement or the initiation or threat of any such stop order proceeding, (iv) of receipt by the Company of any notification with respect to the suspension of the qualification of the Certificates for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose and (v) of the occurrence, during the Prospectus Delivery Period, of any event that makes untrue any statement of a material fact made in the Registration Statement or any Prospectus or that requires the making of a change in or addition to the Registration Statement or any Prospectus in order to make any material statement therein not misleading. (e) If, during the Prospectus Delivery Period, the Commission issues an order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the lifting of that order at the earliest possible time. (f) The Company will endeavor to qualify the Certificates for offer and sale under the securities laws of such jurisdictions as the Underwriters may reasonably request; provided, however, that this Section 5(f) shall not obligate the Company to file any general consent to service of process or to qualify to do business in any jurisdiction or as a dealer in securities in any jurisdiction in which it is not so qualified. (g) The costs and expenses associated with the transactions contemplated by this Agreement shall be payable by UBSREI UBSRESI and LBHI, LBHI as and to the extent provided in the respective Mortgage Loan Purchase Agreements. (h) The Company will file any documents and any amendments thereof as may be required to be filed by it pursuant to the 1933 Act and the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the rules and regulations of the Commission under the 1933 Act and the 1934 Act, including, but not limited to, the filing with the Commission pursuant Commission, to a Current Report on Form 8-Kthe extent required under Rule 433 of the 1933 Act Rules, subject all Free Writing Prospectuses that the Company is required to file under Section 4 4(d) hereof, of all Computational Materials and ABS Term Sheets within the time frames set forth in respect of the Certificates furnished by either Underwriter and identified by it as suchSection 4(e) hereof. Subject to compliance by each Underwriter with the requirements of Section 4(b)(iv) and (vi) hereof, the Company will file all such Computational Materials and ABS Term Sheets within the time period allotted for such filing pursuant to the No-Action Letters. Subject to compliance by each Underwriter with Section 4(b)(iv) and (vi4(b) hereof, the Company represents and warrants that, to the extent required by Rule 433 under the No-Action Letters1933 Act, the Company has timely filed with the Commission any Collateral Term Sheets previously delivered Free Writing Prospectuses contemplated to be filed by it as contemplated by under Section 4(b)(iv4(d) hereof.

Additional Covenants of the Company. a) The Company covenants hereby agrees that until the Company consummates a Business Combination, it shall not issue any shares of Class B Common Stock or any options or other securities convertible into shares of any class of Class B Common Stock, or any shares of preferred stock which participate in any manner in the Trust Fund or which vote as a class with the respective Underwriters that:Class B Common Stock on a Business Combination. b) The Company hereby agrees that it will not commence its formal due diligence investigation of any operating business which the Company seeks to acquire (a“Target Business”) During or obtain the services of any vendor unless and until the Target Business or the vendor executes a waiver letter in the form attached hereto as Exhibit A and Exhibit B, respectively; provided that the Company may still enter into an agreement with any such period following parties if it believes that the date engagement would be in the best interest of this Agreement the Company’s stockholders. Furthermore, each officer and director of the Company shall execute a waiver letter in the form attached hereto as Exhibit C. c) The Company shall not take any action or omit to take any action which would cause a breach of any Prospectus is required of the Insider Letters executed between each Initial Stockholder and the Representatives and will not allow any amendments to, or waivers of, such Insider Letters without the prior written consent of either of the Representatives. d) The Company shall not take any action or omit to take any action that would cause the Company to be delivered under in breach or violation of its Certificate of Incorporation, as amended. Prior to the 1933 Act (the "Prospectus Delivery Period")consummation of a Business Combination, the Company will deliver not amend its Certificate of Incorporation, as amended, without the prior written consent of either of the Representatives. e) The Company shall provide counsel to each Underwriter such number of the Representatives with ten copies of each Prospectus all proxy information and all related material filed with the Commission in connection with a Business Combination concurrently with such filing with the Commission. In addition, the Company shall furnish any other state in which its initial public offering was registered such information as may be requested by such Underwriter may reasonably requeststate. (bf) During The Company agrees that: i) Only holders of the Prospectus Delivery PeriodClass B Common Stock are entitled to vote in connection with a proposed Business Combination; ii) Two-thirds of the Company's Board of Directors, including its two Class I Directors, Messrs. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇, must approve a Business Combination before it can be submitted to Class B Common stockholders for a vote; iii) Prior to the consummation of any Business Combination, the Company will file promptly submit such transaction to the Class B Common stockholders for their approval (“Business Combination Vote”) even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; iv) With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote, all of the shares of Class B Common Stock owned by them immediately prior to this Offering in accordance with the Commission any amendment vote of the holders of a majority of the Class B Common Stock acquired in this Offering; v) The Company will proceed with a Business Combination only if, at the meeting to approve the Business Combination, the holders of a majority of the Class B Common Stock, present in person or supplement to by proxy at the Registration Statement or any Prospectus relating to or covering meeting, vote in favor of the Certificates that may, Business Combination and Class B Common stockholders owning less than 20% of the outstanding Class B Common Stock vote against the Business Combination and exercise their conversion rights described in the judgment Prospectus; vi) in the event of an approved Business Combination, each outstanding share of Class B Common Stock will automatically convert into a share of common stock unless the Company or holder votes against the Underwriters, be required by the 1933 Act Business Combination and the rules and regulations of the Commission thereunder or requested by the Commission and approved by the Underwriters. (c) Prior to filing with the Commission during the Prospectus Delivery Period any amendment or supplement to the Registration Statement relating to or covering the Certificates (other than an amendment by reason of Rule 429 under the 1933 Act) or any amendment or supplement to exercises its conversion rights described in the Prospectus; vii) Following the completion of a Business Combination, the Company will furnish have only one class of common stock outstanding; viii) In the event the Company is unable to complete a copy thereof Business Combination within the specified period, $8.08 per share of Class B Common Stock held in the Trust Fund, plus a pro-rata share of the interest earned on the Trust Fund in excess of the lesser of $1,000,000 or 50% of such interest, will be distributed to the UnderwritersClass B Common stockholders, and the Company will not file any such amendment or supplement to which be dissolved, in each case after compliance with the Underwriters shall reasonably objectDelaware law. (dg) The Company agrees that it will advise use its best efforts to prevent the Underwriters promptly (Company from becoming subject to Rule 419 under the Act prior to the consummation of any Business Combination, including but not limited to using its best efforts to prevent any of the Company’s outstanding securities from being deemed to be a “▇▇▇▇▇ stock” as defined in Rule 3a5l-1 under the Exchange Act during such period. h) The Company shall cause each of the Initial Stockholders to agree that, in order to minimize potential conflicts of interest which may arise from multiple affiliations, the Initial Stockholders will present to the Company for its consideration, prior to presentation to any other person or company, any suitable opportunity to acquire an operating business, until the earlier of the consummation by the Company of a Business Combination, the liquidation of the Company or until such time as the Initial Stockholders cease to be an officer or director of the Company, subject to any pre-existing fiduciary obligations the Initial Stockholders might have. i) when, during The Company agrees that the Prospectus Delivery Period, any post-effective amendment initial Target Business that it acquires must have a fair market value equal to at least 80% of the Registration Statement relating to or covering Company’s net assets at the Certificates (other than any amendment by reason time of Rule 429 under the 1933 Act) becomes effective, (ii) such acquisition. The fair market value of any request or proposed request such business must be determined by the Commission for any amendment or supplement Board of Directors of the Company based upon standards generally accepted by the financial community, such as actual and potential sales, earnings and cash flow and book value. If the Board of Directors of the Company is not able to independently determine that the Registration Statement (insofar as target business has a fair market value of at least 80% of the amendment or supplement relates to or covers Company’s fair market value at the Certificates)time of such acquisition, for any amendment or supplement to the Prospectus or for any additional information Company will obtain an opinion from an unaffiliated, independent investment banking firm which is a member of the NASD with respect to the Certificatessatisfaction of such criteria. The Company is not required to obtain an opinion from an investment banking firm as to the fair market value if the Company’s Board of Directors independently determines that the Target Business does have sufficient fair market value. j) The Company agrees that, until the consummation of a Business Combination as contemplated in the Prospectus, in the event that it intends to engage any person or entity, regardless of NASD association or affiliation, to assist it in its search for a merger candidate or to provide any other merger and acquisition services, the Company will, prior to such engagement (iiia) provide the following information to the Representatives (i) complete details of all services and copies of agreements governing said services and (ii) any documents or materials reasonably requested by the Representatives, such that the Representatives may provide to the NASD a justification as to why the person or entity providing the merger and acquisition services should not be considered an “underwriter and related person” as defined in Rule 2710(a)(6) of the issuance by the Commission, during the Prospectus Delivery Period, NASD Conduct Rules; (b) make proper disclosure of any stop order suspending the effectiveness of the Registration Statement such arrangement or the initiation or threat of any such stop order proceeding, (iv) of receipt by the Company of any notification with respect to the suspension of the qualification of the Certificates for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose and (v) of the occurrence, during the Prospectus Delivery Period, of any event that makes untrue any statement of a material fact made potential arrangement in the Registration Statement or any Prospectus or that requires Statement; and (c) and cooperate with the making of a change Representatives in or addition submitting such information to the Registration Statement or any Prospectus in order to make any material statement therein not misleadingNASD for review and approval. (e) If, during the Prospectus Delivery Period, the Commission issues an order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the lifting of that order at the earliest possible time. (fk) The Company will endeavor to qualify agrees that until the Certificates for offer and sale under the securities laws consummation of such jurisdictions a Business Combination as the Underwriters may reasonably request; provided, however, that this Section 5(f) shall not obligate the Company to file any general consent to service of process or to qualify to do business in any jurisdiction or as a dealer in securities in any jurisdiction in which it is not so qualified. (g) The costs and expenses associated with the transactions contemplated by this Agreement shall be payable by UBSREI and LBHI, as and to the extent provided in the respective Mortgage Loan Purchase Agreements. (h) The Company Prospectus, it will file any documents and any amendments thereof as may be required use its best efforts to be filed by it pursuant to the 1933 Act and the Securities Exchange Act of 1934, as amended (the "1934 Act"), and comply with the rules and regulations of the Commission under the 1933 Exchange Act with respect to (a) the furnishing and content of proxy statements related to the 1934 Act, including, but not limited to, Business Combination; and (b) the requirements and filing with the Commission pursuant to a Current Report deadlines for current reports on Form 8-K, subject to Section 4 hereof, of all Computational Materials and ABS Term Sheets in respect of the Certificates furnished by either Underwriter and identified by it as such. Subject to compliance by each Underwriter with Section 4(b)(iv) and (vi) hereof, the Company will file all such Computational Materials and ABS Term Sheets within the time period allotted for such filing pursuant to the No-Action Letters. Subject to compliance by each Underwriter with Section 4(b)(iv) and (vi) hereof, the Company represents and warrants that, to the extent required by the No-Action Letters, the Company has timely filed with the Commission any Collateral Term Sheets previously delivered to it as contemplated by Section 4(b)(iv) hereof.K.

Additional Covenants of the Company. The Company further covenants and agrees with the respective Underwriters thatBofA Securities as follows: (a) During Each delivery of a Transaction Notice by the Company and each execution and delivery by the Company of a Terms Agreement shall be deemed to be (i) an affirmation that the representations, warranties and agreements of the Company and the Operating Partnership herein contained and contained in any certificate delivered to BofA Securities pursuant hereto are true and correct at such period following Time of Delivery or the date of such Terms Agreement, as the case may be, and (ii) an undertaking that such representations, warranties and agreements will be true and correct on any applicable Time of Sale and Settlement Date (it being understood that such representations, warranties and agreements shall relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of such Transaction Notice or Terms Agreement, as the case may be). (b) Each time that (i) the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall be amended or supplemented (including, except as noted in the proviso at the end of this Agreement Section 6(b), by the filing of any Incorporated Document, but excluding any prospectus supplement filed pursuant to Section 4(b) hereof), (ii) there is a Principal Settlement Date pursuant to a Terms Agreement, or (iii) otherwise as BofA Securities shall reasonably request on the advice of outside counsel, provided that BofA Securities shall not make such a request during periods that the Company is not proposing an Agency Transaction to BofA Securities pursuant to the delivery of a Transaction Notice (each date referred to clauses (i), (ii) and (iii) above, a “Bring-Down Delivery Date”), the Company shall, unless BofA Securities agrees otherwise, furnish or cause to be furnished to BofA Securities certificates, dated and delivered as of the applicable Bring-Down Delivery Date, of the same tenor as the certificates referred to in Sections 5(a)(i) and 5(b)(i) hereof, modified as necessary to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificate, or, in lieu of such certificates, certificates to the effect that the statements contained in the certificate referred to in Section 5(a)(i) and the statements contained in the certificate referred to in Section 5(b)(i) hereof furnished to BofA Securities are true and correct as of such Bring-Down Delivery Date (except that such statements shall be deemed to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificate); provided, however, that the filing of a Current Report on Form 8-K will not constitute a Bring-Down Delivery Date unless (A) (x) such Current Report on Form 8-K is filed at any time during which any Prospectus either a Transaction Notice is binding and the Company has not suspended the use thereof (and prior to the settlement of the Shares specified therein) or a prospectus relating to the Shares is required to be delivered under the 1933 Act and (y) BofA Securities has reasonably requested that such date be deemed to be a Bring-Down Delivery Date based upon the "Prospectus Delivery Period"), event or events reported in such Current Report on Form 8-K within five Business Days of the Company will deliver to each Underwriter such number of copies of each Prospectus as such Underwriter may reasonably request. (b) During the Prospectus Delivery Period, the Company will file promptly filing thereof with the Commission any amendment or supplement (B) such Current Report on Form 8-K is required pursuant to the Registration Statement or any Prospectus relating to or covering the Certificates that may, in the judgment of the Company or the Underwriters, be required by the 1933 Act and the rules and regulations of the Commission thereunder or requested by the Commission and approved by the UnderwritersSection 2(i). (c) Prior At each Bring-Down Delivery Date, the Company shall, unless BofA Securities agrees otherwise, cause to filing with be furnished to BofA Securities the Commission during written opinions and negative assurance letter of Dentons US LLP, counsel for the Prospectus Company, each dated and delivered as of the applicable Bring-Down Delivery Period any amendment or supplement Date, of the same tenor as the opinions and letter referred to in Sections 5(a)(ii) and 5(a)(iii) hereof, respectively, but modified as necessary to relate to the Registration Statement relating to or covering Statement, the Certificates (other than an amendment by reason of Rule 429 under the 1933 Act) Prospectus or any amendment or supplement Permitted Free Writing Prospectus as amended and supplemented to the Prospectustime of delivery of such opinions and letter, or, in lieu of such opinions and letter, such counsel shall furnish BofA Securities with letters substantially to the effect that BofA Securities may rely on the opinions and letter referred to in Sections 5(a)(ii) and 5(a)(iii), furnished to BofA Securities, to the same extent as though they were dated the date of such letters authorizing reliance (except that statements in such last opinions shall be deemed to relate to the Registration Statement, the Company will furnish a copy thereof Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the Underwriters, and the Company will not file any time of delivery of such amendment or supplement to which the Underwriters shall reasonably objectletters authorizing reliance). (d) The At each Bring-Down Delivery Date, the Company will advise shall, unless BofA Securities agrees otherwise, cause Ernst & Young LLP to furnish to BofA Securities a “comfort” letter, dated and delivered as of the Underwriters promptly applicable Bring-Down Delivery Date, of the same tenor as the letter referred to in Section 5(a)(v) hereof, but modified to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the date of such letter. (i) when, during the Prospectus Delivery Period, any post-effective amendment to the Registration Statement relating to or covering the Certificates (other than any amendment by reason of Rule 429 under the 1933 Act) becomes effective, (ii) of any request or proposed request by the Commission for any amendment or supplement to the Registration Statement (insofar as the amendment or supplement relates to or covers the Certificates), for any amendment or supplement to the Prospectus or for any additional information with respect to the Certificates, (iii) of the issuance by the Commission, during the Prospectus Delivery Period, of any stop No order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to Section 8A under the initiation or threat Act shall be pending before or, to the knowledge of any such stop order proceedingthe Company, (iv) of receipt threatened by the Company Commission; the Prospectus and each Permitted Free Writing Prospectus shall have been timely filed with the Commission under the Act (in the case of any notification with respect a Permitted Free Writing Prospectus, to the extent required by Rule 433 under the Act); and all requests by the Commission for additional information shall have been complied with to the satisfaction of BofA Securities and no suspension of the qualification of the Certificates Shares for offering or sale in any jurisdiction jurisdiction, or of the initiation or threat threatening of any proceeding proceedings for that purpose any of such purposes, will have occurred and be in effect at the time the Company delivers a Transaction Notice; and (vii) of the occurrence, during the Prospectus Delivery Period, of any event that makes untrue any statement of a material fact made in the Registration Statement or any Prospectus or that requires the making of a change in or addition to the Registration Statement or any Prospectus in order to make any material statement therein not misleading. (e) If, during the Prospectus Delivery Period, the Commission issues an order suspending the effectiveness of the Registration Statement, the Company will Prospectus or any Permitted Free Writing Prospectus shall not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make every reasonable effort to obtain the lifting statements therein, in the light of that order the circumstances under which they were made, not misleading at the earliest possible timetime the Company delivers a Transaction Notice. (f) The Company will endeavor shall reasonably cooperate with any reasonable due diligence review requested by BofA Securities or its counsel from time to qualify time in connection with the Certificates transactions contemplated hereby or any Terms Agreement, including, without limitation, (i) at the commencement of each intended Purchase Date and any Time of Sale or Settlement Date, making available appropriate corporate officers of the Company and, upon reasonable request, representatives of Ernst & Young LLP for offer an update on diligence matters with representatives of BofA Securities and sale under the securities laws of such jurisdictions (ii) at each Bring-Down Delivery Date or otherwise as the Underwriters BofA Securities may reasonably request; provided, however, that this Section 5(f) shall not obligate providing information and making available documents and appropriate corporate officers of the Company to file any general consent to service and representatives of process Ernst & Young LLP for one or to qualify to do business in any jurisdiction or as a dealer in securities in any jurisdiction in which it is not so qualifiedmore due diligence sessions with representatives of BofA Securities and its counsel. (g) The costs and expenses associated with the transactions contemplated by this Agreement Company shall be payable by UBSREI and LBHIdisclose, as and to the extent provided in the respective Mortgage Loan Purchase Agreements. (h) The Company will file any documents and any amendments thereof as may be required to be filed by it pursuant to the 1933 Act and the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the rules and regulations of the Commission under the 1933 Act and the 1934 Act, including, but not limited to, the filing with the Commission pursuant to a Current Report its quarterly reports on Form 810-K, subject to Section 4 hereof, of all Computational Materials Q and ABS Term Sheets in respect of the Certificates furnished by either Underwriter and identified by it as such. Subject to compliance by each Underwriter with Section 4(b)(iv) and (vi) hereof, the Company will file all such Computational Materials and ABS Term Sheets within the time period allotted for such filing pursuant to the Noannual reports on Form 10-Action Letters. Subject to compliance by each Underwriter with Section 4(b)(iv) and (vi) hereof, the Company represents and warrants thatK or, to the extent required by applicable law and SEC interpretations thereof, prospectus supplements, to be filed by the No-Action LettersCompany from time to time, the number of the Shares sold through the Agents under this Agreement and any Terms Agreement, the net proceeds to the Company has timely filed from the sale of the Shares and the compensation paid by the Company with respect to sales of the Commission any Collateral Term Sheets previously delivered Shares pursuant to it this Agreement during the relevant quarter or such shorter period determined by the Company, as contemplated by Section 4(b)(ivthe case may be. All opinions, letters and other documents referred to in Sections 6(b) hereofthrough (d) above shall be reasonably satisfactory in form and substance to BofA Securities. BofA Securities will provide the Company with such notice (which may be oral, and in such case, will be confirmed via e-mail or facsimile as soon as reasonably practicable thereafter) as is reasonably practicable under the circumstances when requesting an opinion, letter or other document referred to in Sections 6(b) through (d) above.

Additional Covenants of the Company. The Company further covenants and agrees with the respective Underwriters thatAgent as follows: (a) During Each Transaction Proposal made by the Company that is accepted by the Agent by means of a Transaction Acceptance and each execution and delivery by the Company of a Terms Agreement shall be deemed to be (i) an affirmation that the representations, warranties and agreements of the Company herein contained and contained in any certificate delivered to the Agent pursuant hereto are true and correct at such period following Time of Acceptance or the date of such Terms Agreement, as the case may be, and (ii) an undertaking that such representations, warranties and agreements will be true and correct on any applicable Time of Sale and Settlement Date, as though made at and as of each such time (it being understood that such representations, warranties and agreements shall relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of such Transaction Acceptance or Terms Agreement, as the case may be). (b) Each time that (i) the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall be amended or supplemented (including, except as noted in the proviso at the end of this Agreement Section 6(b), by the filing of any Incorporated Document), (ii) there is a Principal Settlement Date pursuant to a Terms Agreement, or (iii) the Agent shall reasonably request (each date referred to clauses (i), (ii) and (iii) above, a “Bring-Down Delivery Date”), the Company shall, unless the Agent agrees otherwise, furnish or cause to be furnished to the Agent certificates, dated as of such Bring-Down Delivery Date and delivered within one Exchange Business Day after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, delivered on such Principal Settlement Date, of the same tenor as the certificates referred to in Sections 5(a)(i) and 5(a)(iv) hereof, modified as necessary to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of ​ ​ ​ such certificates and, in the case of the Chief Financial Officer’s certificate, covering such other financial, numerical and statistical data that is not covered by the accountants’ “comfort” letter dated as of such Bring-Down Delivery Date as the Agent may reasonably request, or, in lieu of such certificates, certificates to the effect that the statements contained in the certificates referred to in Sections 5(a)(i) and, unless the Agent shall have requested that the Chief Financial Officers’ certificate cover different or additional data as aforesaid, 5(a)(iv), hereof furnished to Agent are true and correct as of such Bring-Down Delivery Date as though made at and as of such date (except that such statements shall be deemed to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificate); provided, however, that the filing of a Current Report on Form 8-K will not constitute a Bring-Down Delivery Date under clause (i) above unless either (A) (x) such Current Report on Form 8-K is filed at any time during which any Prospectus either a Transaction Acceptance is binding and the Company has not suspended the use thereof (and prior to the settlement of the Shares specified therein) or a prospectus relating to the Shares is required to be delivered under the 1933 Act (whether physically or through compliance with Rule 172 under the "Prospectus Act or any similar rule) or such Current Report on Form 8-K is filed at any time from and including the date of a Terms Agreement through and including the related Settlement Date and (y) the Agent has reasonably requested that such date be deemed to be a Bring-Down Delivery Period")Date based upon the event or events reported in such Current Report on Form 8-K or (B) such Current Report on Form 8-K contains capsule financial information, the Company will deliver to each Underwriter such number historical or pro forma financial statements, supporting schedules or other financial data, including any Current Report on Form 8-K or part thereof under Item 2.02 of copies Regulation S-K of each Prospectus as such Underwriter may reasonably request. (b) During the Prospectus Delivery Period, the Company will file promptly with the Commission any that is considered “filed” under the Exchange Act; and provided, further, that an amendment or supplement to the Registration Statement or any the Prospectus relating to or covering the Certificates that may, in offering of other securities pursuant to the judgment of the Company or the Underwriters, be required by the 1933 Act and the rules and regulations of the Commission thereunder or requested by the Commission and approved by the UnderwritersRegistration Statement will not constitute a Bring-Down Delivery Date. (c) Prior Each Bring-Down Delivery Date, the Company shall, unless the Agent agrees otherwise, cause to filing with be furnished to Agent (A) the Commission during written opinion and negative assurance letter of ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Prospectus Company, and the written opinion and, if not included in such opinion, negative assurance letter of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel to the Agents, each dated as of the applicable Bring-Down Delivery Period any amendment Date and delivered within one Exchange Business Day after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, dated and delivered on such Principal Settlement Date, of the same tenor as the opinions and letters referred to in Section 5(a)(ii) or supplement Section 5(b) hereof, as applicable, but modified as necessary to relate to the Registration Statement relating Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to or covering the Certificates (other than an amendment by reason time of Rule 429 under delivery of such opinions and letters, or, in lieu of such opinions and letters, each such counsel shall furnish the 1933 ActAgent with a letter substantially to the effect that the Agent may rely on the opinion and letter of such counsel referred to in Section 5(a)(ii) or any amendment or supplement Section 5(b), as applicable, furnished to the ProspectusAgent, to the same extent as though they were dated the date of such letter authorizing reliance (except that statements in such last opinion and letter of such counsel shall be deemed to relate to the Registration Statement, the Company will furnish a copy thereof Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the Underwriters, and the Company will not file any time of delivery of such amendment or supplement to which the Underwriters shall reasonably objectletters authorizing reliance). (d) The Each Bring-Down Delivery Date, the Company will advise shall, unless the Underwriters promptly Agent agrees otherwise, cause ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ to furnish to the Agent a “comfort” letter, dated as of the ​ ​ applicable Bring-Down Delivery Date and delivered within one Exchange Business Day after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, delivered on such Principal Settlement Date, of the same tenor as the letter referred to in Section 5(a)(iii) hereof, but modified to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the date of such letter, and, if the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall include or incorporate by reference the financial statements of any entity or business (other than the consolidated financial statements of the Company and its subsidiaries), the Company shall, if requested by the Agent, cause a firm of independent public accountants to furnish to the Agent a “comfort” letter, dated as of the applicable Bring-Down Delivery Date and delivered within one Exchange Business Day after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, delivered on such Principal Settlement Date, addressing such matters as the Agent may reasonably request. (i) when, during the Prospectus Delivery Period, any post-effective amendment to the Registration Statement relating to or covering the Certificates (other than any amendment by reason of Rule 429 under the 1933 Act) becomes effective, (ii) of any request or proposed request by the Commission for any amendment or supplement to the Registration Statement (insofar as the amendment or supplement relates to or covers the Certificates), for any amendment or supplement to the Prospectus or for any additional information with respect to the Certificates, (iii) of the issuance by the Commission, during the Prospectus Delivery Period, of any stop No order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to Section 8A under the initiation Act shall be pending before or threat of any such stop order proceeding, (iv) of receipt threatened by the Company Commission; the Prospectus and each Permitted Free Writing Prospectus shall have been timely filed with the Commission under the Act (in the case of any notification with respect a Permitted Free Writing Prospectus, to the extent required by Rule 433 under the Act); and all requests by the Commission for additional information shall have been complied with to the satisfaction of the Agent and no suspension of the qualification of the Certificates Shares for offering or sale in any jurisdiction jurisdiction, or of the initiation or threat threatening of any proceeding proceedings for that purpose any of such purposes, shall have occurred and be in effect at the time the Company delivers a Transaction Proposal to the Agent or the time the Agent delivers a Transaction Acceptance to the Company; and (vii) of the occurrence, during the Prospectus Delivery Period, of any event that makes untrue any statement of a material fact made in the Registration Statement or any Prospectus or that requires the making of a change in or addition to the Registration Statement or any Prospectus in order to make any material statement therein not misleading. (e) If, during the Prospectus Delivery Period, the Commission issues an order suspending the effectiveness of the Registration Statement, the Company will Prospectus or any Permitted Free Writing Prospectus shall not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make every reasonable effort to obtain the lifting statements therein, in the light of that order the circumstances under which they were made, not misleading at the earliest possible timetime the Company delivers a Transaction Proposal to the Agent or the time the Agent delivers a Transaction Acceptance to the Company. (f) The Company will endeavor shall reasonably cooperate with any reasonable due diligence review requested by the Agent or its counsel from time to qualify time in connection with the Certificates transactions contemplated hereby or any Terms Agreement, including, without limitation, (i) at the commencement of each intended Purchase Date and any Time of Sale or Settlement Date, providing information and making available appropriate documents and appropriate corporate officers of the Company and, upon reasonable request, representatives of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (and, if the Registration Statement, the Prospectus or any Permitted Free-Writing Prospectus shall include or incorporate by reference the financial statements of any entity or business (other than the consolidated financial statements of the Company and its subsidiaries), representatives of the independent public accountants that audited or reviewed such financial statements) for offer an update on diligence matters with representatives of the Agent and sale under the securities laws of such jurisdictions (ii) at each Bring-Down Delivery Date and otherwise as the Underwriters Agent may reasonably request; provided, however, that this Section 5(f) shall not obligate providing information and making available documents and appropriate corporate officers of the Company to file and representatives of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (and, if the Registration Statement, the Prospectus or any general consent to service Permitted Free-Writing Prospectus shall include or incorporate by reference the financial statements of process any entity or to qualify to do business in any jurisdiction (other than the consolidated financial statements of the Company and its subsidiaries), ​ ​ ​ representatives of the independent public accountants that audited or as a dealer in securities in any jurisdiction in which it is not so qualifiedreviewed such financial statements) for one or more due diligence sessions with representatives of the Agent and its counsel. (g) The costs Company shall disclose, in its quarterly reports on Form 10-Q and expenses associated with in its annual report on Form 10-K and, if requested by the transactions contemplated by this Agreement shall be payable by UBSREI and LBHIAgent, as and in supplements to the extent provided in the respective Mortgage Loan Purchase Agreements. (h) The Company will file any documents and any amendments thereof as may be required Prospectus to be filed by it pursuant the Company with the Commission from time to time, the 1933 Act number of the Shares sold through the Agent under this Agreement and the Securities Exchange Act of 1934, as amended (the "1934 Act")any Terms Agreement, and the rules gross and regulations net proceeds to the Company from the sale of the Commission under the 1933 Act Shares and the 1934 Act, including, but not limited to, compensation paid by the filing Company with respect to sales of the Commission Shares pursuant to a Current this Agreement during the relevant quarter or, in the case of any such prospectus supplement, such shorter period as the Agent may reasonably request or, in the case of an Annual Report on Form 810-K, subject during the fiscal year covered by such Annual Report and the fourth quarter of such fiscal year. All opinions, letters and other documents referred to Section 4 hereof, of all Computational Materials in Sections 6(b) through (d) above shall be reasonably satisfactory in form and ABS Term Sheets in respect of substance to the Certificates furnished by either Underwriter and identified by it as suchAgent. Subject to compliance by each Underwriter with Section 4(b)(iv) and (vi) hereof, The Agent will provide the Company with such notice (which may be oral, and in such case, will file all such Computational Materials and ABS Term Sheets within be confirmed via email as soon as reasonably practicable thereafter) as is reasonably practicable under the time period allotted for such filing pursuant circumstances when requesting an opinion, letter or other document referred to the No-Action Letters. Subject to compliance by each Underwriter with Section 4(b)(ivin Sections 6(b) and through (vid) hereof, the Company represents and warrants that, to the extent required by the No-Action Letters, the Company has timely filed with the Commission any Collateral Term Sheets previously delivered to it as contemplated by Section 4(b)(iv) hereofabove.

Additional Covenants of the Company. The Company covenants with the respective Underwriters that: (a) During such period following the date of this Agreement in which any Prospectus is required to be delivered under the 1933 Act (the "Prospectus Delivery Period"), the Company will deliver to each Underwriter such number of copies of each Prospectus as such Underwriter may reasonably request. (b) During the Prospectus Delivery Period, the Company will file promptly with the Commission any amendment or supplement to the Registration Statement or any Prospectus relating to or covering the Certificates that may, in the judgment of the Company or the Lead Underwriters, be required by the 1933 Act and the rules and regulations of the Commission thereunder or requested by the Commission and approved by the Lead Underwriters. (c) Prior to filing with the Commission during the Prospectus Delivery Period any amendment or supplement to the Registration Statement relating to or covering the Certificates (other than an amendment by reason of Rule 429 under the 1933 Act) or any amendment or supplement to the Prospectus, the Company will furnish a copy thereof to the Underwriters, and the Company will not file any such amendment or supplement to which the Lead Underwriters shall reasonably object. (d) The Company will advise the Underwriters promptly (i) when, during the Prospectus Delivery Period, any post-effective amendment to the Registration Statement relating to or covering the Certificates (other than any amendment by reason of Rule 429 under the 1933 Act) becomes effective, (ii) of any request or proposed request by the Commission for any amendment or supplement to the Registration Statement (insofar as the amendment or supplement relates to or covers the Certificates), for any amendment or supplement to the Prospectus or for any additional information with respect to the Certificates, (iii) of the issuance by the Commission, during the Prospectus Delivery Period, of any stop order suspending the effectiveness of the Registration Statement or the initiation or threat of any such stop order proceeding, (iv) of receipt by the Company of any notification with respect to the suspension of the qualification of the Certificates for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose and (v) of the occurrencehappening, during the Prospectus Delivery Period, of any event that makes untrue any statement of a material fact made in the Registration Statement or any Prospectus or that requires the making of a change in or addition to the Registration Statement or any Prospectus in order to make any material statement therein not misleading. (e) If, during the Prospectus Delivery Period, the Commission issues an order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the lifting of that order at the earliest possible time. (f) The Company will endeavor to qualify the Certificates for offer and sale under the securities laws of such jurisdictions as the Lead Underwriters may reasonably request; , provided, however, that this Section 5(f) shall not obligate the Company to file any general consent to service of process or to qualify to do business in any jurisdiction or as a dealer in securities in any jurisdiction in which it is not so qualified. (g) The costs and expenses associated with the transactions contemplated by this Agreement shall be payable by UBSREI and LBHI, the Mortgage Loan Sellers as and to the extent provided in the respective Mortgage Loan Purchase Agreements. SSBI shall be responsible for the costs and expenses (including, but not limited to, the costs of any counsel retained thereby) actually incurred by it in connection with the transactions contemplated by this Agreement. SSBI shall be entitled to receive as a fee from the Mortgage Loan Sellers, the sum of $37,500. (h) The Company will file any documents and any amendments thereof as may be required to be filed by it pursuant to the 1933 Act and the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the rules and regulations of the Commission under the 1933 Act and the 1934 Act, including, but not limited to, the filing with the Commission pursuant to a Current Report on Form 8-K, subject to Section 4 hereof, of all Computational Materials and ABS Term Sheets in respect of the Certificates furnished by either any Underwriter and identified by it as such. Subject to compliance by each Underwriter with Section 4(b)(iv) and (vi) hereof, the Company will file all such Computational Materials and ABS Term Sheets within the time period allotted for such filing pursuant to the No-Action Letters. Subject to compliance by each Underwriter with Section 4(b)(iv) and (vi) hereof, the Company represents and warrants that, to the extent required by the No-Action Letters, the Company has timely filed with the Commission any Collateral Term Sheets previously delivered to it as contemplated by Section 4(b)(iv) hereof.

Additional Covenants of the Company. The Until the Final Sale has been settled and unless and until the Program Agreement is terminated, the Company covenants with the respective Underwriters agrees that: (a) During As promptly as practicable, but in no event later than the Business Day following any date on which the Company issues its earnings release, the Company shall file a Current Report on Form 8-K under the Exchange Act relating to the results of operations announced in such period earnings release. On the date the Registration Statement is declared effective, the date of the first Sale and any other date on which the Registration Statement or Prospectus is amended or supplemented or deemed to be amended or supplemented (each, an “Amendment Date”), the Company agrees to cause Deloitte & Touche LLP to deliver to the JPMorgan Parties a letter, dated such date, in form and substance reasonably satisfactory to the JPMorgan Parties, containing statements and information of the type customarily included in accountants “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statement and the Prospectus; provided that the letter delivered on each such date shall use a “cut-off” date no more than three Business Days prior to such date; provided further that in the case of any Amendment Date resulting from the issuance of an earnings release, such comfort letter shall be delivered no later than the second Business Day following the date of this Agreement in which the release. Notwithstanding the foregoing, no such letter need be delivered on any Amendment Date unless on such Amendment Date the Registration Statement or Prospectus is required amended or supplemented, or deemed amended or supplemented, to be delivered under the 1933 Act (the "Prospectus Delivery Period"), the Company will deliver to each Underwriter such number of copies of each Prospectus as such Underwriter may reasonably requestinclude new or revised financial information. (b) During On the Prospectus Delivery Perioddate the Registration Statement is declared effective, the Company will file promptly with the Commission any amendment or supplement shall cause to be delivered to the Registration Statement or any Prospectus relating JPMorgan Parties an opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, outside counsel to or covering the Certificates that mayCompany, in form and substance reasonably satisfactory to the judgment of JPMorgan Parties, to the effect set forth in Annex A; and on each Amendment Date, the Company or shall cause to be delivered to the UnderwritersJPMorgan Parties an opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, be required by outside counsel to the 1933 Act Company, dated the date of such Amendment Date, in form and substance reasonably satisfactory to the rules and regulations of JPMorgan Parties, to the Commission thereunder or requested by the Commission and approved by the Underwriters.effect set forth in Annex B. (c) Prior to filing with On the Commission during the Prospectus Delivery Period any amendment or supplement to date the Registration Statement relating to or covering the Certificates (other than an amendment by reason of Rule 429 under the 1933 Act) or any amendment or supplement to the Prospectusis declared effective, the Company will furnish a copy thereof shall cause to be delivered to the UnderwritersJPMorgan Parties an opinion of ▇▇▇▇▇▇ ▇. Block, Senior Vice President of the Company, in form and substance reasonably satisfactory to the JPMorgan Parties, to the effect set forth in Annex C; and on each Amendment Date the Company will not file any shall cause to be delivered to the JPMorgan Parties an opinion of ▇▇▇▇▇▇ ▇. Block, Senior Vice President of the Company, dated the date of such amendment or supplement Amendment Date, in form and substance reasonably satisfactory to which the Underwriters shall reasonably object.JPMorgan Parties, to the effect set forth in Annex D. (d) The Company will advise the Underwriters promptly (i) when, Upon reasonable request by any JPMorgan Party on any Trading Day during the Prospectus Delivery Averaging Period, any post▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, outside counsel to the Company, and ▇▇▇▇▇▇ ▇. Block, Senior Vice President of the Company shall provide a bring-effective amendment to down letter in the form of Annex E as promptly as reasonably practicable. (e) On the date the Registration Statement relating to or covering the Certificates (other than any amendment by reason of Rule 429 under the 1933 Act) becomes is declared effective, (ii) of any request or proposed request by the Commission for any amendment or supplement to the Registration Statement (insofar as the amendment or supplement relates to or covers the Certificates), for any amendment or supplement to the Prospectus or for any additional information with respect to the Certificates, (iii) date of the issuance by first Sale and each Amendment Date the CommissionCompany shall furnish the JPMorgan Parties a certificate, during the Prospectus Delivery Perioddated such date, of any two of the following officers of the Company: the Chief Financial Officer, the Vice President and Corporate Controller, the Vice President-Finance, the Vice President and Treasurer or any Senior Vice President, in which such 11 officers shall state, to the best of their knowledge after reasonable investigation, that: the representations and warranties of the Company in this Agreement are true and correct as of and as if made on such date; the Company has complied in all material respects with all agreements on its part to be performed hereunder at or prior to such date; no stop order suspending the effectiveness of the Registration Statement or the initiation or threat of any such stop order proceeding, (iv) of receipt by the Company of any notification with respect to the suspension of the qualification of the Certificates for sale in any jurisdiction or the initiation or threat of any proceeding has been issued and no proceedings for that purpose and (v) have been instituted or are contemplated by the Commission; and, subsequent to the date of the occurrence, during the Prospectus Delivery Period, of any event that makes untrue any statement of a material fact made most recent financial statements in the Registration Statement Prospectus, there has been no Material Adverse Change, or any Prospectus or that requires the making of development involving a change in or addition to the Registration Statement or any Prospectus in order to make any material statement therein not misleading. (e) If, during the Prospectus Delivery Period, the Commission issues an order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the lifting of that order at the earliest possible timeprospective Material Adverse Change. (f) The Company will endeavor agrees to qualify cause the Certificates for offer chief financial officer or chief accounting officer, or, with the agreement of the JPMorgan Parties, his designee and sale under either the securities laws general counsel or a senior counsel of the Company (and if reasonably requested by the JPMorgan Parties, outside counsel to the Company) to participate in bi-weekly telephonic due diligence sessions with representatives of the JPMorgan Parties and their counsel during the Prospectus Delivery Period. Such telephonic due diligence sessions shall be arranged by the JPMorgan Parties at such jurisdictions as the Underwriters may reasonably request; providedtimes, howeverafter market close in New York City, that are mutually convenient to the parties to this Section 5(f) shall not obligate the Company to file any general consent to service of process or to qualify to do business in any jurisdiction or as a dealer in securities in any jurisdiction in which it is not so qualifiedAgreement. (g) The costs and expenses associated with the transactions contemplated by this Agreement Company shall be payable by UBSREI and LBHI, as and furnish to the extent provided JPMorgan Parties on the date the Registration Statement is declared effective, satisfactory evidence of the corporate existence and, good standing of the Company and its Significant Subsidiaries in their respective jurisdictions of organization, in each case in writing or any standard form of telecommunication from the respective Mortgage Loan Purchase Agreementsappropriate governmental authorities of such jurisdictions. (h) The Company will file any documents and any amendments thereof as may be required to be filed by it pursuant to On the 1933 Act and date the Securities Exchange Act of 1934Registration Statement is declared effective, as amended (the "1934 Act"), and the rules and regulations date of the Commission under the 1933 Act first Sale and the 1934 Act, including, but not limited to, the filing with the Commission pursuant to a Current Report on Form 8-K, subject to Section 4 hereof, of all Computational Materials and ABS Term Sheets in respect of the Certificates furnished by either Underwriter and identified by it as such. Subject to compliance by each Underwriter with Section 4(b)(iv) and (vi) hereofAmendment Date, the Company will file all such Computational Materials and ABS Term Sheets within the time period allotted for such filing pursuant shall furnish to the No-Action LettersJPMorgan Parties such further certificates and documents as the JPMorgan Parties may reasonably request. Subject All opinions, letters, certificates and evidence mentioned above or elsewhere in this Agreement shall be deemed to be in compliance by each Underwriter with Section 4(b)(iv) and (vi) hereof, the Company represents and warrants that, to the extent required by the No-Action Letters, the Company has timely filed with the Commission any Collateral Term Sheets previously delivered provisions hereof only if they are in form and substance reasonably satisfactory to it as contemplated by Section 4(b)(iv) hereofcounsel for the JPMorgan Parties.

Additional Covenants of the Company. The Company further covenants and agrees with the respective Underwriters thatAgent as follows: (a) During Each Transaction Proposal made by the Company that is accepted by the Agent by means of a Transaction Acceptance and each execution and delivery by the Company of a Terms Agreement shall be deemed to be (i) an affirmation that the representations, warranties and agreements of the Company herein contained and contained in any certificate delivered to the Agent pursuant hereto are true and correct at such period following Time of Acceptance or the date of such Terms Agreement, as the case may be, and (ii) an undertaking that such representations, warranties and agreements will be true and correct on any applicable Time of Sale and Settlement Date, as though made at and as of each such time (it being understood that such representations, warranties and agreements shall relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of such Transaction Acceptance or Terms Agreement, as the case may be). (b) Each time that (i) the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall be amended or supplemented (including, except as noted in the proviso at the end of this Agreement Section 6(b), by the filing of any Incorporated Document), (ii) there is a Principal Settlement Date pursuant to a Terms Agreement, or (iii) the Agent shall reasonably request (each date referred to clauses (i), (ii) and (iii) above, a “Bring-Down Delivery Date”), the Company shall, unless the Agent agrees otherwise, furnish or cause to be furnished to the Agent certificates, dated as of such Bring-Down Delivery Date and delivered within one Exchange Business Day after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, delivered on such Principal Settlement Date, of the same tenor as the certificates referred to in Sections 5(a)(i) hereof, modified as necessary to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificates, and, if requested, a certificate signed by the Company's Chief Financial Officer, in form and substance reasonably acceptable to the Agent, certifying as to certain financial, numerical and statistical data not covered by the “ comfort” letter referred to in Section 5(a)(iii) hereof or, in lieu of such certificates, certificates to the effect that the statements contained in the certificates referred to in Sections 5(a)(i) hereof and, if applicable, an updated certificate from the Chief Financial Officer, furnished to Agent are true and correct as of such Bring-Down Delivery Date as though made at and as of such date (except that such statements shall be deemed to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificate); provided, however, that the filing of a Current Report on Form 8-K will not constitute a Bring-Down Delivery Date under clause (i) above unless either (A) (x) such Current Report on Form 8-K is filed at any time during which any Prospectus either a Transaction Acceptance is binding and the Company has not suspended the use thereof (and prior to the settlement of the Shares specified therein) or a prospectus relating to the Shares is required to be delivered under the 1933 Act (whether physically or through compliance with Rule 172 under the "Prospectus Act or any similar rule) or such Current Report on Form 8-K is filed at any time from and including the date of a Terms Agreement through and including the related Settlement Date and (y) the Agent has reasonably requested that such date be deemed to be a Bring-Down Delivery Period")Date based upon the event or events reported in such Current Report on Form 8-K or (B) such Current Report on Form 8-K contains capsule financial information, the Company will deliver to each Underwriter such number historical or pro forma financial statements, supporting schedules or other financial data, including any Current Report on Form 8-K or part thereof under Item 2.02 of copies Regulation S-K of each Prospectus as such Underwriter may reasonably request. (b) During the Prospectus Delivery Period, the Company will file promptly with the Commission any that is considered “filed” under the Exchange Act ; and provided, further, that an amendment or supplement to the Registration Statement or any the Prospectus relating to the offering of other securities pursuant to the Registration Statement will not constitute a Bring-Down Delivery Date. The requirement to provide a certificate under this Section 6(b) shall be automatically waived for any Bring-Down Delivery Date occurring at a time at which no Agency Transactions or covering Principal Transactions are pending, which waiver shall continue until the Certificates that may, in the judgment earlier to occur of the date the Company delivers a Transaction Proposal or executes a Terms Agreement hereunder (which shall be deemed a Bring-Down Delivery Date) and the next occurring Bring-Down Delivery Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Bring-Down Delivery Date when the Company relied on such waiver and did not provide the Agents with a certificate under this Section 6(b), then before the Company delivers the Transaction Proposal or executes a Terms Agreement or the UnderwritersAgent sells any Shares, be required by the 1933 Act and Company shall provide the rules and regulations of Agent with such certificate, dated the Commission thereunder date such Transaction Proposal is delivered or requested by the Commission and approved by the UnderwritersTerms Agreement is executed. (c) Prior Each Bring-Down Delivery Date with respect to filing with which the Commission during Company is obligated to deliver a certificate pursuant to Section 6(b) for which no waiver is applicable, the Prospectus Company shall, unless the Agent agrees otherwise, cause to be furnished to Agent (A) the written opinion and, if not included in such opinion, negative assurance letter of ▇▇▇▇▇▇▇ Procter LLP, counsel to the Company, and the written opinion and, if not included in such opinion, negative assurance letter of ▇▇▇▇▇▇ LLP, counsel to the Agents, each dated as of the applicable Bring-Down Delivery Period any amendment Date and delivered within one Exchange Business Day after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, dated and delivered on such Principal Settlement Date, of the same tenor as the opinions and letters referred to in Section 5(a)(ii) or supplement Section 5(b) hereof, as applicable, but modified as necessary to relate to the Registration Statement relating Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to or covering the Certificates (other than an amendment by reason time of Rule 429 under delivery of such opinions and letters, or, in lieu of such opinions and letters, each such counsel shall furnish the 1933 ActAgent with a letter substantially to the effect that the Agent may rely on the opinion and letter of such counsel referred to in Section 5(a)(ii) or any amendment or supplement Section 5(b), as applicable, furnished to the ProspectusAgent, to the same extent as though they were dated the date of such letter authorizing reliance (except that statements in such last opinion and letter of such counsel shall be deemed to relate to the Registration Statement, the Company will furnish a copy thereof Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the Underwriters, and the Company will not file any time of delivery of such amendment or supplement to which the Underwriters shall reasonably objectletters authorizing reliance). (d) The Each Bring-Down Delivery Date with respect to which the Company will advise is obligated to deliver a certificate pursuant to Section 6(b) for which no waiver is applicable, the Underwriters promptly Company shall, unless the Agent agrees otherwise, cause Deloitte & Touche LLP to furnish to the Agent a “comfort” letter, dated as of the applicable Bring-Down Delivery Date and delivered within three (3) Exchange Business Day after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, delivered on such Principal Settlement Date, of the same tenor as the letter referred to in Section 5(a)(iii) hereof, but modified to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the date of such letter, and, if the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall include or incorporate by reference the financial statements of any entity or business (other than the consolidated financial statements of the Company and its subsidiaries), the Company shall, if requested by the Agent, cause a firm of independent public accountants to furnish to the Agent a “comfort” letter, dated as of the applicable Bring-Down Delivery Date and delivered within three (3) Exchange Business Day after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, delivered on such Principal Settlement Date, addressing such matters as the Agent may reasonably request. (i) when, during the Prospectus Delivery Period, any post-effective amendment to the Registration Statement relating to or covering the Certificates (other than any amendment by reason of Rule 429 under the 1933 Act) becomes effective, (ii) of any request or proposed request by the Commission for any amendment or supplement to the Registration Statement (insofar as the amendment or supplement relates to or covers the Certificates), for any amendment or supplement to the Prospectus or for any additional information with respect to the Certificates, (iii) of the issuance by the Commission, during the Prospectus Delivery Period, of any stop No order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to Section 8A under the initiation Act shall be pending before or threat of any such stop order proceeding, (iv) of receipt threatened by the Company Commission; the Prospectus and each Permitted Free Writing Prospectus shall have been timely filed with the Commission under the Act (in the case of any notification with respect a Permitted Free Writing Prospectus, to the extent required by Rule 433 under the Act); and all requests by the Commission for additional information shall have been complied with to the satisfaction of the Agent and no suspension of the qualification of the Certificates Shares for offering or sale in any jurisdiction jurisdiction, or of the initiation or threat threatening of any proceeding proceedings for that purpose any of such purposes, shall have occurred and be in effect at the time the Company delivers a Transaction Proposal to the Agent or the time the Agent delivers a Transaction Acceptance to the Company; and (vii) of the occurrence, during the Prospectus Delivery Period, of any event that makes untrue any statement of a material fact made in the Registration Statement or any Prospectus or that requires the making of a change in or addition to the Registration Statement or any Prospectus in order to make any material statement therein not misleading. (e) If, during the Prospectus Delivery Period, the Commission issues an order suspending the effectiveness of the Registration Statement, the Company will Prospectus or any Permitted Free Writing Prospectus shall not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make every reasonable effort to obtain the lifting statements therein, in the light of that order the circumstances under which they were made, not misleading at the earliest possible timetime the Company delivers a Transaction Proposal to the Agent or the time the Agent delivers a Transaction Acceptance to the Company. (f) The Company will endeavor shall reasonably cooperate with any reasonable due diligence review requested by the Agent or its counsel from time to qualify time in connection with the Certificates transactions contemplated hereby or any Terms Agreement, including, without limitation, (i) at the commencement of each intended Purchase Date and any Time of Sale or Settlement Date, providing information and making available appropriate documents and appropriate corporate officers of the Company and, upon reasonable request, representatives of Deloitte & Touche LLP (and, if the Registration Statement, the Prospectus or any Permitted Free-Writing Prospectus shall include or incorporate by reference the financial statements of any entity or business (other than the consolidated financial statements of the Company and its subsidiaries), representatives of the independent public accountants that audited or reviewed such financial statements) for offer an update on diligence matters with representatives of the Agent and sale under the securities laws of such jurisdictions (ii) at each Bring-Down Delivery Date and otherwise as the Underwriters Agent may reasonably request; provided, however, that this Section 5(f) shall not obligate providing information and making available documents and appropriate corporate officers of the Company to file and representatives of Deloitte & Touche LLP (and, if the Registration Statement, the Prospectus or any general consent to service Permitted Free-Writing Prospectus shall include or incorporate by reference the financial statements of process any entity or to qualify to do business in any jurisdiction (other than the consolidated financial statements of the Company and its subsidiaries), representatives of the independent public accountants that audited or as a dealer in securities in any jurisdiction in which it is not so qualifiedreviewed such financial statements) for one or more due diligence sessions with representatives of the Agent and its counsel. (g) The costs Company shall disclose, in its quarterly reports on Form 10-Q and expenses associated with in its annual report on Form 10-K and, if reasonably requested by the transactions contemplated by this Agreement shall be payable by UBSREI and LBHIAgent, as and in supplements to the extent provided in the respective Mortgage Loan Purchase Agreements. (h) The Company will file any documents and any amendments thereof as may be required Prospectus to be filed by it pursuant the Company with the Commission from time to time, the 1933 Act number of the Shares sold through the Agent under this Agreement and the Securities Exchange Act of 1934, as amended (the "1934 Act")any Terms Agreement, and the rules gross and regulations net proceeds to the Company from the sale of the Commission under the 1933 Act Shares and the 1934 Act, including, but not limited to, compensation paid by the filing Company with respect to sales of the Commission Shares pursuant to a Current this Agreement during the relevant quarter or, in the case of any such prospectus supplement, such shorter period as the Agent may reasonably request or, in the case of an Annual Report on Form 810-K, subject during the fiscal year covered by such Annual Report and the fourth quarter of such fiscal year. All opinions, letters and other documents referred to Section 4 hereof, of all Computational Materials in Sections 6(b) through (d) above shall be reasonably satisfactory in form and ABS Term Sheets in respect of substance to the Certificates furnished by either Underwriter and identified by it as suchAgent. Subject to compliance by each Underwriter with Section 4(b)(iv) and (vi) hereof, The Agent will provide the Company with such notice (which may be oral, and in such case, will file all such Computational Materials and ABS Term Sheets within be confirmed via e-mail as soon as reasonably practicable thereafter) as is reasonably practicable under the time period allotted for such filing pursuant circumstances when requesting an opinion, letter or other document referred to the No-Action Letters. Subject to compliance by each Underwriter with Section 4(b)(ivin Sections 6(b) and through (vid) hereof, the Company represents and warrants that, to the extent required by the No-Action Letters, the Company has timely filed with the Commission any Collateral Term Sheets previously delivered to it as contemplated by Section 4(b)(iv) hereofabove.

Additional Covenants of the Company. The Company covenants with the respective Underwriters that: (a) During such period following the date of this Agreement in which any Prospectus is required to be delivered under the 1933 Act (the "Prospectus Delivery PeriodPROSPECTUS DELIVERY PERIOD"), the Company will deliver to each Underwriter such number of copies of each Prospectus as such Underwriter may reasonably request. (b) During the Prospectus Delivery Period, the Company will file promptly with the Commission any amendment or supplement to the Registration Statement or any Prospectus relating to or covering the Certificates that may, in the judgment of the Company or the UnderwritersLead Underwriter, be required by the 1933 Act and the rules and regulations of the Commission thereunder or requested by the Commission and approved by the UnderwritersLead Underwriter. (c) Prior to filing with the Commission during the Prospectus Delivery Period any amendment or supplement to the Registration Statement relating to or covering the Certificates (other than an amendment by reason of a filing pursuant to Rule 415 and Rule 429 under the 1933 Act▇▇▇▇ ▇▇▇) or any amendment or supplement to the Prospectus, the Company will furnish a copy thereof to the Underwriters and to Sidley & Austin, as special counsel for the Underwriters, and the Company will not file any such amendment or supplement to which the Underwriters Lead Underwriter shall reasonably object. (d) The Company will advise the Underwriters promptly (i) when, during the Prospectus Delivery Period, any post-effective amendment to the Registration Statement relating to or covering the Certificates (other than any amendment by reason of pursuant to Rule 415 and Rule 429 under the 1933 Act▇▇▇▇ ▇▇▇) becomes effective, (ii) of any request or proposed request by the Commission for any amendment or supplement to the Registration Statement (insofar as the amendment or supplement relates to or covers the Certificates), for any amendment or supplement to the Prospectus or for any additional information with respect to the Certificates, (iii) of the issuance by the Commission, during the Prospectus Delivery Period, of any stop order suspending the effectiveness of the Registration Statement or the initiation or threat of any such stop order proceeding, (iv) of receipt by the Company of any notification with respect to the suspension of the qualification of the Certificates for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose and (v) of the occurrencehappening, during the Prospectus Delivery Period, of any event that makes untrue any statement of a material fact made in the Registration Statement or any Prospectus or that requires the making of a change in or addition to the Registration Statement or any Prospectus in order to make any material statement therein not misleading. (e) If, during the Prospectus Delivery Period, the Commission issues an order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the lifting of that order at the earliest possible time. (f) The Company will endeavor to qualify the Certificates for offer and sale under the securities laws of such jurisdictions as the Underwriters Lead Underwriter may reasonably request; provided, howeverPROVIDED, HOWEVER, that this Section SECTION 5(f) shall not obligate the Company to file any general consent to service of process or to qualify to do business in any jurisdiction or as a dealer in securities in any jurisdiction in which it is not so qualified. (g) The costs and expenses associated with the transactions contemplated by this Agreement shall be payable by UBSREI and LBHI, the Mortgage Loan Sellers as and to the extent provided in the respective engagement letter dated February 15, 2000 (the "ENGAGEMENT LETTER"), between the Lead Underwriter and UBS Warburg LLC (formerly known as Warburg Dillon Read LLC), and shall otherwise be payable by the party that incurred such cost or expense; PROVIDED that neither ▇▇▇▇▇▇ nor DBS shall be responsible pursuant to this SECTION 5(g) for any costs and expenses incurred by the Company, the Lead Underwriter or either Mortgage Loan Purchase AgreementsSeller, it being acknowledged and agreed that ▇▇▇▇▇▇ and DBS shall each be responsible only for costs and expenses actually incurred by them, including, without limitation, the fees and disbursements of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ as special counsel to them. In connection with the foregoing, it is understood and agreed by all parties hereto that 100% of the underwriting fees payable to ▇▇▇▇▇▇ and DBS are the direct obligation of UBSPF. Furthermore, UBSPF has agreed to reimburse ▇▇▇▇▇▇ and DBS for (or, at the direction of ▇▇▇▇▇▇ and DBS, to pay directly) 100% of the fees and disbursements of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, as special counsel to ▇▇▇▇▇▇ and DBS. (h) The Company will file any documents and any amendments thereof as may be required to be filed by it pursuant to the 1933 Act and the Securities Exchange Act of 1934, as amended (the "1934 ActACT"), and the rules and regulations of the Commission under the 1933 Act and the 1934 Act, including, but not limited to, the filing with the Commission pursuant to a Current Report on Form 8-K, subject to Section SECTION 4 hereof, of all Computational Materials and ABS Term Sheets in respect of the Certificates furnished by either any Underwriter and identified by it as such. Subject to compliance by each Underwriter with Section SECTION 4(b)(iv) and (vi) hereof, the Company will file all such Computational Materials and ABS Term Sheets within the time period allotted for such filing pursuant to the No-Action Letters. Subject to compliance by each Underwriter with Section SECTION 4(b)(iv) and (vi) hereof, the Company represents and warrants that, to the extent required by the No-Action Letters, the Company has timely filed with the Commission any Collateral Term Sheets previously delivered to it as contemplated by Section SECTION 4(b)(iv) hereof.

Additional Covenants of the Company. The Company further covenants and agrees with the respective Underwriters thatAgent as follows: (a) During Each Transaction Proposal made by the Company that is accepted by the Agent by means of a Transaction Acceptance and each execution and delivery by the Company of a Terms Agreement shall be deemed to be (i) an affirmation that the representations, warranties and agreements of the Company herein contained and contained in any certificate delivered to the Agent pursuant hereto are true and correct at such period following Time of Acceptance or the date of such Terms Agreement, as the case may be, and (ii) an undertaking that such representations, warranties and agreements will be true and correct on any applicable Time of Sale and Settlement Date, as though made at and as of each such time (it being understood that such representations, warranties and agreements shall relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of such Transaction Acceptance or Terms Agreement, as the case may be). (b) Each time that (i) the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall be amended or supplemented (including, except as noted in the proviso at the end of this Agreement Section 6(b), by the filing of any Incorporated Document), (ii) there is a Principal Settlement Date pursuant to a Terms Agreement, or (iii) the Agent shall reasonably request (each date referred to clauses (i), (ii) and (iii) above, a “Bring-Down Delivery Date”), the Company shall, unless the Agent agrees otherwise, furnish or cause to be furnished to the Agent certificates, dated as of such Bring-Down Delivery Date and delivered within one Exchange Business Day after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, delivered on such Principal Settlement Date, of the same tenor as the certificates referred to in Sections 5(a)(i) and 5(a)(iv) hereof, modified as necessary to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificates and, in the case of the Chief Financial Officer’s certificate, covering such other financial, numerical and statistical data that is not covered by the accountants’ “comfort” letter dated as of such Bring-Down Delivery Date as the Agent may reasonably request, or, in lieu of such certificates, certificates to the effect that the statements contained in the certificates referred to in Sections 5(a)(i) and, unless the Agent shall have requested that the Chief Financial Officers’ certificate cover different or additional data as aforesaid, 5(a)(iv) hereof furnished to Agent are true and correct as of such Bring-Down Delivery Date as though made at and as of such date (except that such statements shall be deemed to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificate); provided, however, that the filing of a Current Report on Form 8-K will not constitute a Bring-Down Delivery Date under clause (i) above unless either (A) (x) such Current Report on Form 8-K is filed at any time during which any Prospectus either a Transaction Acceptance is binding and the Company has not suspended the use thereof (and prior to the settlement of the Shares specified therein) or a prospectus relating to the Shares is required to be delivered under the 1933 Act (whether physically or through compliance with Rule 172 under the "Prospectus Act or any similar rule) or such Current Report on Form 8-K is filed at any time from and including the date of a Terms Agreement through and including the related Settlement Date and (y) the Agent has reasonably requested that such date be deemed to be a Bring-Down Delivery Period")Date based upon the event or events reported in such Current Report on Form 8-K or (B) such Current Report on Form 8-K contains capsule financial information, the Company will deliver to each Underwriter such number historical or pro forma financial statements, supporting schedules or other financial data, including any Current Report on Form 8-K or part thereof under Item 2.02 of copies Regulation S-K of each Prospectus as such Underwriter may reasonably request. (b) During the Prospectus Delivery Period, the Company will file promptly with the Commission any that is considered “filed” under the Exchange Act; and provided, further, however, that an amendment or supplement to the Registration Statement or any the Prospectus relating to or covering the Certificates that may, in offering of securities other than the judgment of Shares pursuant to the Company or the Underwriters, be required by the 1933 Act and the rules and regulations of the Commission thereunder or requested by the Commission and approved by the UnderwritersRegistration Statement will not constitute a Bring-Down Delivery Date. (c) Prior Each Bring-Down Delivery Date, the Company shall, unless the Agent agrees otherwise, cause to filing with be furnished to Agent (A) the Commission during written opinion and, if not included in such opinion, negative assurance letter of ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel to the Prospectus Company, and the written opinion and, if not included in such opinion, negative assurance letter of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Agent, each dated as of the applicable Bring-Down Delivery Period any amendment Date and delivered within one Exchange Business Day after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, dated and delivered on such Principal Settlement Date, of the same tenor as the opinions and letters referred to in Section 5(a)(ii) or supplement Section 5(b) hereof, as applicable, but modified as necessary to relate to the Registration Statement relating Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to or covering the Certificates (other than an amendment by reason time of Rule 429 under delivery of such opinions and letters, or, in lieu of such opinions and letters, each such counsel shall furnish the 1933 ActAgent with a letter substantially to the effect that the Agent may rely on the opinion and letter of such counsel referred to in Section 5(a)(ii) or any amendment or supplement Section 5(b), as applicable, furnished to the ProspectusAgent, to the same extent as though they were dated the date of such letter authorizing reliance (except that statements in such last opinion and letter of such counsel shall be deemed to relate to the Registration Statement, the Company will furnish a copy thereof Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the Underwriters, and the Company will not file any time of delivery of such amendment or supplement to which the Underwriters shall reasonably objectletters authorizing reliance). (d) The Each Bring-Down Delivery Date, the Company will advise shall, unless the Underwriters promptly Agent agrees otherwise, cause Ernst & Young LLP, independent registered public accounting firm for the Company, to furnish to the Agent a “comfort” letter, dated as of the applicable Bring-Down Delivery Date and delivered within one Exchange Business Day after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, delivered on such Principal Settlement Date, of the same tenor as the letter referred to in Section 5(a)(iii) hereof, but modified to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the date of such letter, and, if the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall include or incorporate by reference the financial statements of any entity or business (other than the consolidated financial statements of the Company and its subsidiaries), the Company shall, if requested by the Agent, cause a firm of independent public accountants to furnish to the Agent a “comfort” letter, dated as of the applicable Bring-Down Delivery Date and delivered within one Exchange Business Day after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, delivered on such Principal Settlement Date, addressing such matters as the Agent may reasonably request. (i) when, during the Prospectus Delivery Period, any post-effective amendment to the Registration Statement relating to or covering the Certificates (other than any amendment by reason of Rule 429 under the 1933 Act) becomes effective, (ii) of any request or proposed request by the Commission for any amendment or supplement to the Registration Statement (insofar as the amendment or supplement relates to or covers the Certificates), for any amendment or supplement to the Prospectus or for any additional information with respect to the Certificates, (iii) of the issuance by the Commission, during the Prospectus Delivery Period, of any stop No order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to Section 8A under the initiation Act shall be pending before or threat of any such stop order proceeding, (iv) of receipt threatened by the Company Commission; the Prospectus and each Permitted Free Writing Prospectus shall have been timely filed with the Commission under the Act (in the case of any notification with respect a Permitted Free Writing Prospectus, to the extent required by Rule 433 under the Act); and all requests by the Commission for additional information shall have been complied with to the satisfaction of the Agent and no suspension of the qualification of the Certificates Shares for offering or sale in any jurisdiction jurisdiction, or of the initiation or threat threatening of any proceeding proceedings for that purpose any of such purposes, shall have occurred and be in effect at the time the Company delivers a Transaction Proposal to the Agent or the time the Agent delivers a Transaction Acceptance to the Company; and (vii) of the occurrence, during the Prospectus Delivery Period, of any event that makes untrue any statement of a material fact made in the Registration Statement or any Prospectus or that requires the making of a change in or addition to the Registration Statement or any Prospectus in order to make any material statement therein not misleading. (e) If, during the Prospectus Delivery Period, the Commission issues an order suspending the effectiveness of the Registration Statement, the Company will Prospectus or any Permitted Free Writing Prospectus shall not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make every reasonable effort to obtain the lifting statements therein, in the light of that order the circumstances under which they were made, not misleading at the earliest possible timetime the Company delivers a Transaction Proposal to the Agent or the time the Agent delivers a Transaction Acceptance to the Company. (f) The Company will endeavor shall reasonably cooperate with any reasonable due diligence review requested by the Agent or its counsel from time to qualify time in connection with the Certificates transactions contemplated hereby or any Terms Agreement, including, without limitation, (i) at the commencement of each intended Purchase Date and any Time of Sale or Settlement Date, providing information and making available appropriate documents and appropriate corporate officers of the Company and, upon reasonable request, representatives of Ernst & Young LLP (and, if the Registration Statement, the Prospectus or any Permitted Free-Writing Prospectus shall include or incorporate by reference the financial statements of any entity or business (other than the consolidated financial statements of the Company and its subsidiaries), representatives of the independent public accountants that audited or reviewed such financial statements) for offer an update on diligence matters with representatives of the Agent and sale under the securities laws of such jurisdictions (ii) at each Bring-Down Delivery Date and otherwise as the Underwriters Agent may reasonably request; provided, howeverincluding in anticipation of such Bring-Down Date or following a Transaction Proposal and through to the related Purchase Date, that this Section 5(f) shall not obligate providing information and making available documents and appropriate corporate officers of the Company to file and representatives of Ernst & Young LLP (and, if the Registration Statement, the Prospectus or any general consent to service Permitted Free-Writing Prospectus shall include or incorporate by reference the financial statements of process any entity or to qualify to do business in any jurisdiction (other than the consolidated financial statements of the Company and its subsidiaries), representatives of the independent public accountants that audited or as a dealer in securities in any jurisdiction in which it is not so qualifiedreviewed such financial statements) for one or more due diligence sessions with representatives of the Agent and its counsel. (g) The costs Company shall disclose, in its quarterly reports on Form 10-Q and expenses associated in its annual report on Form 10-K and, if requested by the Agent, in supplements to the Prospectus to be filed by the Company with the transactions contemplated by Commission from time to time, the number of the Shares sold through the Agent under this Agreement shall be payable by UBSREI and LBHIany Terms Agreement, as and the gross and net proceeds to the extent provided Company from the sale of the Shares and the compensation paid by the Company with respect to sales of the Shares pursuant to this Agreement during the relevant quarter or, in the respective Mortgage Loan Purchase Agreementscase of any such prospectus supplement, such shorter period as the Agent may reasonably request or, in the case of an Annual Report on Form 10-K, during the fiscal year covered by such Annual Report and the fourth quarter of such fiscal year. (h) The Company will file any documents requirements (i) to provide the officers’ certificate, opinions and any amendments thereof as may be required to be filed by it pursuant to the 1933 Act letters of counsel and the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the rules and regulations of the Commission under the 1933 Act and the 1934 Act, including, but not limited to, the filing with the Commission pursuant to a Current Report on Form 8-K, subject to accountants’ letter specified in Section 4 hereof, of all Computational Materials and ABS Term Sheets in respect of the Certificates furnished by either Underwriter and identified by it as such. Subject to compliance by each Underwriter with Section 4(b)(iv6(b) through 6(d) and (viii) hereofto reasonably cooperate with any reasonable due diligence review specified in Section 6(f) shall be waived for any Bring-Down Delivery Date occurring at a time at which no Transaction Proposal or offers to enter into a Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company will file all such Computational Materials and ABS Term Sheets within the time period allotted delivers a Transaction Proposal or offers to enter into a Terms Agreement hereunder (which for such filing pursuant calendar quarter shall be considered a Bring-Down Delivery Date) and the next occurring Bring-Down Delivery Date. All opinions, letters and other documents referred to in Sections 6(b) through (d) above shall be reasonably satisfactory in form and substance to the No-Action LettersAgent. Subject to compliance by each Underwriter with Section 4(b)(iv) and (vi) hereof, The Agent will provide the Company represents with such notice (which may be oral, and warrants thatin such case, will be confirmed via e-mail as soon as reasonably practicable thereafter) as is reasonably practicable under the circumstances when requesting an opinion, letter or other document referred to the extent required by the No-Action Letters, the Company has timely filed with the Commission any Collateral Term Sheets previously delivered to it as contemplated by Section 4(b)(ivin Sections 6(b) hereofthrough (d) above.

Additional Covenants of the Company. The Company covenants with the respective Underwriters that: (a) During such period following the date of this Agreement in which For so long as any Prospectus is required to be delivered under the 1933 Act (the "Prospectus Delivery Period")Notes are outstanding, the Company will deliver to each Underwriter such number of copies of each Prospectus shall not incur any Senior Indebtedness (as such Underwriter may reasonably requestdefined in the Note). (b) During In the Prospectus Delivery Periodevent that Excel Venture Fund II, L.P. (“Excel”) or a related entity thereto purchases a Note under this Agreement on or after the Third Amendment Date, the Company will file promptly with shall make a one-time reimbursement for the Commission any amendment or supplement to the Registration Statement or any Prospectus relating to or covering the Certificates that maydocumented and reasonable fees and expenses of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, counsel for such Purchaser, in the judgment of the Company or the Underwriters, be required by the 1933 Act and the rules and regulations of the Commission thereunder or requested by the Commission and approved by the Underwritersan amount not to exceed $20,000. (c) Prior For so long as Excel is a holder of the Notes or equity securities of the Company issued upon conversion of the Notes, the Purchasers agree to filing with vote all of their voting stock in the Commission during Company (or consent pursuant to an action by written consent of the Prospectus Delivery Period any amendment or supplement holders of capital stock of the Company) so as to elect one (1) individual designated by Excel to the Registration Statement relating Company’s Board of Directors (the “Excel Designee”), which individual shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and, to the extent the Company has a classified Board of Directors, to cause the Excel Designee’s initial term as a director to expire upon the second meeting of the Company’s stockholders held for the purpose of electing directors after the date hereof, at which time the Excel Designee shall be eligible for re-election as a director. Each Purchaser also agrees to vote, or covering cause to be voted, all of such Purchaser’s voting stock in the Certificates Company (or consent pursuant to an action by written consent of the holders of capital stock of the Company) so as to ensure that (i) the Excel Designee shall not be removed from office, other than an amendment for cause, unless (A) such removal is directed or approved by reason Excel or (B) Excel is no longer so entitled to designate or approve such director; (ii) any vacancies created by the resignation, removal or death of Rule 429 under the 1933 Act) or any amendment or supplement Excel Designee shall be filled pursuant to the Prospectusprovisions of this paragraph; and (iii) upon the request of Excel to remove the Excel Designee, the Company will furnish a copy thereof such director shall be removed. All Purchasers agree to the Underwritersexecute any written consents required to perform its obligations under this paragraph, and the Company will not file agrees at the request of Excel to call a special meeting of stockholders for the purpose of electing directors. Excel shall have no liability as a result of designating the Excel Designee, or for any act or omission by the Excel Designee in his or her capacity as a director of the Company, nor shall any Purchaser have any liability as a result of voting for any such amendment or supplement to which designee in accordance with the Underwriters provisions of this paragraph. Notwithstanding the foregoing, neither the Company nor any Purchaser shall reasonably objecthave any obligations under this paragraph 10(c) (except for the sentence above) following a Public Transaction. (d) The Following the Third Amendment Date, the Company will advise shall not, without the Underwriters promptly consent of the Major Investors holding a majority of (i) whenthe Principal Amounts of the Notes held by the Major Investors and (ii) equity of the Company issued upon conversion of the Notes held by the Major Investors (with the value of such equity determined by reference to the Principal Amount of the Notes converted into such equity), during (A) issue any Notes to any Purchaser or to any other existing owner of the Prospectus Delivery PeriodCompany’s Series A Preferred Stock (each, any post-effective an “Investor”), (B) amend the terms of this Agreement, the Notes, or the amendment to the Registration Statement relating to Investor Rights Agreement entered into as of the date hereof (the “Transaction Documents”), or covering the Certificates (other than C) enter into any amendment by reason of Rule 429 contract, agreement, or understanding, whether orally or in writing, with any Investor regarding such Investor’s treatment under the 1933 Act) becomes effectiveTransaction Documents, or such Investor’s treatment upon a Change in Control, Public Transaction or Qualified Financing (ii) each, an “Investor Agreement”), in each case if such Investor Agreement would result in the extension to such Investor of any request or proposed request by terms in such transaction materially more favorable than the Commission for any amendment or supplement terms granted to the Registration Statement (insofar as the amendment or supplement relates to or covers the Certificates), for any amendment or supplement to the Prospectus or for any additional information with respect to the Certificates, (iii) of the issuance by the Commission, during the Prospectus Delivery Period, of any stop order suspending the effectiveness of the Registration Statement or the initiation or threat of any such stop order proceeding, (iv) of receipt by the Company of any notification with respect to the suspension of the qualification of the Certificates for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose and (v) of the occurrence, during the Prospectus Delivery Period, of any event that makes untrue any statement of a material fact made in the Registration Statement or any Prospectus or that requires the making of a change in or addition to the Registration Statement or any Prospectus in order to make any material statement therein not misleading. (e) If, during the Prospectus Delivery Period, the Commission issues an order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the lifting of that order at the earliest possible time. (f) The Company will endeavor to qualify the Certificates for offer and sale under the securities laws of such jurisdictions as the Underwriters may reasonably request; provided, however, that this Section 5(f) shall not obligate the Company to file any general consent to service of process or to qualify to do business in any jurisdiction or as a dealer in securities in any jurisdiction in which it is not so qualified. (g) The costs and expenses associated with the transactions contemplated by this Agreement shall be payable by UBSREI and LBHI, as and to the extent provided in the respective Mortgage Loan Purchase Agreements. (h) The Company will file any documents and any amendments thereof as may be required to be filed by it Major Investors pursuant to the 1933 Act and the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the rules and regulations of the Commission under the 1933 Act and the 1934 Act, including, but not limited to, the filing with the Commission pursuant to a Current Report on Form 8-K, subject to Section 4 hereof, of all Computational Materials and ABS Term Sheets in respect of the Certificates furnished by either Underwriter and identified by it as such. Subject to compliance by each Underwriter with Section 4(b)(iv) and (vi) hereof, the Company will file all such Computational Materials and ABS Term Sheets within the time period allotted for such filing pursuant to the No-Action Letters. Subject to compliance by each Underwriter with Section 4(b)(iv) and (vi) hereof, the Company represents and warrants that, to the extent required by the No-Action Letters, the Company has timely filed with the Commission any Collateral Term Sheets previously delivered to it as contemplated by Section 4(b)(iv) hereofTransaction Documents.

Additional Covenants of the Company. The Company further covenants and agrees with each of the respective Underwriters thatAgents as follows: a. Each Transaction Proposal made by the Company that is accepted by the Agents by means of a Transaction Acceptance and each execution and delivery by the Company of a Terms Agreement shall be deemed to be (ai) During an affirmation that the representations, warranties and agreements of the Company herein contained and contained in any certificate delivered to the Agents pursuant hereto are true and correct at such period following Time of Acceptance or the date of such Terms Agreement, as the case may be, and (ii) an undertaking that such representations, warranties and agreements will be true and correct on any applicable Time of Sale and Settlement Date, as though made at and as of each such time (it being understood that such representations, warranties and agreements shall relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of such Transaction Acceptance or Terms Agreement, as the case may be). b. Each time that (i) the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall be amended or supplemented (including, except as noted in the proviso at the end of this Agreement Section 6(b), by the filing of any Incorporated Document), (ii) the Company files an Annual Report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Annual Report on Form 10-K); (iii) the Company files a Quarterly Report on Form 10-Q under the Exchange Act; (iv) the Company files a Current Report on Form 8-K (except as noted in the proviso at the end of this Section 6(b)); (v) there is a Principal Settlement Date pursuant to a Terms Agreement, or (vi) the Agents shall reasonably request, provided that the Agents shall not make such a request during periods that there is no proposed Agency Transaction pursuant to a delivery of a Transaction Proposal (each date referred to clauses (i) through (vi) above, a “Bring-Down Delivery Date”), the Company shall, unless the Agents agree otherwise, furnish or cause to be furnished to the Agents a certificate, dated as of such Bring-Down Delivery Date and delivered within three Exchange Business Days after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, delivered on such Principal Settlement Date, of the same tenor as the certificate referred to in Section 5(a)(i) hereof, modified as necessary to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificate, or, in lieu of such certificate, a certificate to the effect that the statements contained in the certificate referred to in Section 5(a)(i) hereof furnished to the Agents is true and correct as of such Bring-Down Delivery Date as though made at and as of such date (except that such statements shall be deemed to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificate); provided, however, that the filing of a Current Report on Form 8-K will not constitute a Bring-Down Delivery Date under clause (i) above unless either (A) (x) such Current Report on Form 8-K is filed at any time during which any Prospectus either a Transaction Acceptance is binding and the Company has not suspended the use thereof (and prior to the settlement of the Shares specified therein) or a prospectus relating to the Shares is required to be delivered under the 1933 Act (whether physically or through compliance with Rule 172 under the "Prospectus Act or any similar rule) or such Current Report on Form 8-K is filed at any time from and including the date of a Terms Agreement through and including the related Settlement Date and (y) the Agents have reasonably requested that such date be deemed to be a Bring-Down Delivery Period")Date based upon the event or events reported in such Current Report on Form 8-K; or (B) such Current Report on Form 8-K contains capsule financial information, historical or pro forma financial statements, supporting schedules or other financial data, including any Current Report on Form 8-K or part thereof under Item 2.02 that is considered “filed” under the Company Exchange Act but, for the avoidance of doubt, excluding any Current Report on Form 8-K or any part thereof under Item 2.02 or 7.01 that is “furnished”; and provided, further, that any Current Report on Form 8-K or amendment thereto filed in connection with any acquisition announced prior to the date hereof will deliver to each Underwriter such number of copies of each Prospectus as such Underwriter may reasonably request. (b) During the Prospectus not constitute a Bring-Down Delivery PeriodDate; and provided, the Company will file promptly with the Commission any further, that an amendment or supplement to the Registration Statement or any the Prospectus relating to or covering the Certificates that may, in the judgment any offering of the Company or the Underwriters, be required by the 1933 Act and the rules and regulations Shares of the Commission thereunder or requested by the Commission and approved by the Underwriters. (c) Prior to filing with the Commission during the Prospectus Delivery Period any amendment or supplement other securities pursuant to the Registration Statement relating to or covering the Certificates (other than an amendment by reason of Rule 429 under the 1933 Act) or any amendment or supplement to the Prospectuswill not constitute a Bring-Down Delivery Date. c. On each Bring-Down Delivery Date, the Company will furnish a copy thereof shall, unless the Agents agree otherwise, cause to be furnished to the Underwriters, and the Company will not file any such amendment or supplement to which the Underwriters shall reasonably object. (d) The Company will advise the Underwriters promptly Agents (i) whenthe written opinion and, during the Prospectus Delivery Periodif not included in such opinion, any post-effective amendment negative assurance letter of G▇▇▇▇▇▇ Procter LLP, counsel to the Registration Statement relating to or covering the Certificates (other than any amendment by reason of Rule 429 under the 1933 Act) becomes effectiveCompany, (ii) the written opinion and, if not included in such opinion, negative assurance letter of any request or proposed request by Y▇▇▇▇ ▇▇▇▇▇ & Co., counsel to the Commission for any amendment or supplement Company and (iii) the written opinion of E▇▇▇▇▇▇ & F▇▇▇▇▇▇, counsel to the Company with respect to intellectual property, in each case, in form and substance reasonably satisfactory to the Agents and their counsel and dated as of the applicable Bring-Down Delivery Date and delivered within three Exchange Business Days after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, dated and delivered on such Principal Settlement Date, of the same tenor as the opinions and letters referred to in Sections 5(a)(ii) and (iii) hereof, but modified as necessary to relate to the Registration Statement (insofar as the amendment or supplement relates to or covers the Certificates)Statement, for any amendment or supplement to the Prospectus or for any additional information with respect Permitted Free Writing Prospectus as amended and supplemented to the Certificatestime of delivery of such opinions and letters, or, in lieu of such opinions and letters, such counsel shall furnish the Agents with a letter substantially to the effect that the Agents may rely on the opinion and letter of such counsel referred to in Sections 5(a)(ii) and (iii) ), furnished to the Agents, to the same extent as though they were dated the date of such letter authorizing reliance (except that statements in such last opinion and letter of such counsel shall be deemed to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such letters authorizing reliance). d. On each Bring-Down Delivery Date, the Company shall, unless the Agents agree otherwise, cause B▇▇▇▇▇▇▇▇ Almagor Zohar & Co., member of Deloitte Touche Tohmatsu Limited to furnish to the Agents a comfort letter, dated as of the issuance applicable Bring-Down Delivery Date and delivered within three Exchange Business Days after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, delivered on such Principal Settlement Date, of the same tenor as the letter referred to in Section 5(a)(iv) hereof, but modified to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the date of such letter, and, if the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall include or incorporate by reference the financial statements of any entity or business (other than the consolidated financial statements of the Company and its subsidiaries), the Company shall, if requested by the CommissionAgents, during cause a firm of independent public accountants to furnish to the Prospectus Agents a comfort letter, dated as of the applicable Bring-Down Delivery PeriodDate and delivered as promptly as practicable after the applicable Bring-Down Delivery Date or, in the case of any stop a Bring-Down Delivery Date resulting from a Principal Settlement Date, delivered on such Principal Settlement Date, addressing such matters as the Agents may reasonably request. (i) No order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to Section 8A under the initiation or threat Act shall be pending before or, to the knowledge of any such stop order proceedingthe Company, (iv) of receipt threatened by the Company Commission; the Prospectus and each Permitted Free Writing Prospectus shall have been timely filed with the Commission under the Act (in the case of any notification with respect a Permitted Free Writing Prospectus, to the extent required by Rule 433 under the Act); and all requests by the Commission for additional information shall have been complied with to the satisfaction of the Agents and no suspension of the qualification of the Certificates Shares for offering or sale in any jurisdiction jurisdiction, or of the initiation or threat threatening of any proceeding proceedings for that purpose any of such purposes, shall have occurred and be in effect at the time the Company delivers a Transaction Proposal to the Designated Agent; and (vii) of the occurrence, during the Prospectus Delivery Period, of any event that makes untrue any statement of a material fact made in the Registration Statement or any Prospectus or that requires the making of a change in or addition to the Registration Statement or any Prospectus in order to make any material statement therein not misleading. (e) If, during the Prospectus Delivery Period, the Commission issues an order suspending the effectiveness of the Registration Statement, the Company will Prospectus or any Permitted Free Writing Prospectus shall not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make every reasonable effort to obtain the lifting statements therein, in the light of that order the circumstances under which they were made, not misleading at the earliest possible timetime the Company delivers a Transaction Proposal to the Designated Agent. (f) f. The Company will endeavor shall reasonably cooperate with any reasonable due diligence review requested by the Agents or their counsel from time to qualify the Certificates for offer and sale under the securities laws of such jurisdictions as the Underwriters may reasonably request; provided, however, that this Section 5(f) shall not obligate the Company to file any general consent to service of process or to qualify to do business time in any jurisdiction or as a dealer in securities in any jurisdiction in which it is not so qualified. (g) The costs and expenses associated connection with the transactions contemplated hereby or any Terms Agreement, including, without limitation, (i) at the commencement of each intended Purchase Date and any Time of Sale or Settlement Date, providing information and making available appropriate documents and appropriate corporate officers of the Company and, upon reasonable request, representatives of B▇▇▇▇▇▇▇▇ A▇▇▇▇▇▇ ▇▇▇▇▇ & Co., member of Deloitte Touche Tohmatsu Limited (and, if the Registration Statement, the Prospectus or any Permitted Free-Writing Prospectus shall include or incorporate by reference the financial statements of any entity or business (other than the consolidated financial statements of the Company and its subsidiaries), representatives of the independent registered public accounting firm that audited or reviewed such financial statements) for an update on diligence matters with representatives of the Agents and (ii) at each Bring-Down Delivery Date and otherwise as the Agents may reasonably request, providing information and making available documents and appropriate corporate officers of the Company and representatives of B▇▇▇▇▇▇▇▇ Almagor Zohar & Co., member of Deloitte Touche Tohmatsu Limited (and, if the Registration Statement, the Prospectus or any Permitted Free-Writing Prospectus shall include or incorporate by reference the financial statements of any entity or business (other than the consolidated financial statements of the Company and its subsidiaries), representatives of the independent registered public accounting firm that audited or reviewed such financial statements) for one or more due diligence sessions with representatives of the Agents and their counsel. g. The Company shall disclose, in its Quarterly Reports on Form 10-Q and in its Annual Report on Form 10-K to be filed by the Company with the Commission from time to time, the number of the Shares sold through the Agents under this Agreement shall be payable by UBSREI and LBHIany Terms Agreement, as and the gross and net proceeds to the extent provided Company from any sale of Shares and the compensation paid by the Company with respect to sales of the Shares pursuant to this Agreement during the relevant quarter or, in the respective Mortgage Loan Purchase Agreements. (hcase of an Annual Report on Form 10-K, during the fiscal year covered by such Annual Report and the fourth quarter of such fiscal year. To the extent that the filing of a prospectus supplement with the Commission with respect to any sales of Shares becomes required under Rule 424(b) The under the Act, the Company agrees that, on or before such dates as the Act shall require, the Company will (i) file any documents a prospectus supplement with the Commission under the applicable paragraph of Rule 424(b) under the Act, which prospectus supplement will set forth, with regard to the relevant period, the number of the Shares sold through the Agents under this Agreement and any amendments thereof Terms Agreement, and the gross and net proceeds to the Company from any sale of Shares and the compensation paid by the Company with respect to sales of the Shares pursuant to this Agreement, and (ii) deliver such number of copies of each such prospectus supplement to each exchange or market on which such sales were effected as may be required by the rules or regulations of such exchange or market. All opinions, letters and other documents referred to in Sections 6(b) through (d) above shall be filed by it pursuant reasonably satisfactory in form and substance to the 1933 Act and Agents. The Agents will provide the Securities Exchange Act of 1934, as amended Company with such notice (the "1934 Act")which may be oral, and the rules and regulations of the Commission in such case, will be confirmed via e-mail as soon as reasonably practicable thereafter) as is reasonably practicable under the 1933 Act and the 1934 Actcircumstances when requesting an opinion, including, but not limited to, the filing with the Commission pursuant letter or other document referred to a Current Report on Form 8-K, subject to Section 4 hereof, of all Computational Materials and ABS Term Sheets in respect of the Certificates furnished by either Underwriter and identified by it as such. Subject to compliance by each Underwriter with Section 4(b)(ivSections 6(b) and through (vid) hereof, the Company will file all such Computational Materials and ABS Term Sheets within the time period allotted for such filing pursuant to the No-Action Letters. Subject to compliance by each Underwriter with Section 4(b)(iv) and (vi) hereof, the Company represents and warrants that, to the extent required by the No-Action Letters, the Company has timely filed with the Commission any Collateral Term Sheets previously delivered to it as contemplated by Section 4(b)(iv) hereofabove.

Additional Covenants of the Company. The Company further covenants and agrees with each of the respective Underwriters thatAgents, the Forward Purchasers and the Forward Sellers as follows: (a) During Each Transaction Proposal made by the Company that is accepted by an Agent or Forward Seller and Forward Purchaser by means of a Transaction Acceptance and each execution and delivery by the Company of a Terms Agreement shall be deemed to be (i) an affirmation that the representations, warranties and agreements of the Company herein contained and contained in any certificate delivered to the Agents, Forward Purchasers and Forward Sellers pursuant hereto are true and correct at such period following Time of Acceptance or the date of such Terms Agreement, as the case may be, and (ii) an undertaking that such representations, warranties and agreements will be true and correct on any applicable Time of Sale and Settlement Date, as though made at and as of each such time (it being understood that such representations, warranties and agreements shall relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of such Transaction Acceptance or Terms Agreement, as the case may be). (b) Each time that (i) except as provided in the last sentence of Section 2(a), the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall be amended or supplemented (including, except as noted in the proviso at the end of this Agreement Section 6(b), by the filing of any Incorporated Document), (ii) there is a Principal Settlement Date pursuant to a Terms Agreement, or (iii) except as provided in the last sentence of Section 2(a), the Agents or Forward Sellers or Forward Purchasers shall reasonably request upon reasonable advance notice to the Company (each date referred to clauses (i), (ii) and (iii) above, subject to the exceptions set forth therein, a “Bring-Down Delivery Date”), the Company shall, unless the Agents, Forward Purchasers and Forward Sellers agree otherwise, furnish or cause to be furnished to the Agents, Forward Purchasers and Forward Sellers certificates, dated as of such Bring-Down Delivery Date and delivered within two Exchange Business Days after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, delivered on such Principal Settlement Date, of the same tenor as the certificates referred to in Sections 5(a)(i) hereof, modified as necessary to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificates, or, in lieu of such certificates, certificates to the effect that the statements contained in the certificates referred to in Sections 5(a)(i) hereof furnished to Agents, Forward Purchasers and Forward Sellers are true and correct as of such Bring-Down Delivery Date as though made at and as of such date (except that such statements shall be deemed to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificate); provided, however, that the filing of a Current Report on Form 8-K will not constitute a Bring-Down Delivery Date under clause (i) above unless either (A) (x) such Current Report on Form 8-K is filed at any time during which any Prospectus either a Transaction Acceptance is binding and the Company has not suspended the use thereof (and prior to the settlement of the Shares specified therein) or a prospectus relating to the Shares is required to be delivered under the 1933 Act (whether physically or through compliance with Rule 172 under the "Prospectus Act or any similar rule) or such Current Report on Form 8-K is filed at any time from and including the date of a Terms Agreement through and including the related Settlement Date and (y) the Agents, Forward Purchasers and Forward Sellers have reasonably requested that such date be deemed to be a Bring-Down Delivery Period")Date based upon the event or events reported in such Current Report on Form 8-K or (B) such Current Report on Form 8-K contains capsule financial information, historical or pro forma financial statements, supporting schedules or other financial data that shall be deemed to be “filed” for purposes of Section 18 of the Company will deliver to each Underwriter such number of copies of each Prospectus as such Underwriter may reasonably request. (b) During the Prospectus Delivery PeriodExchange Act; and provided, the Company will file promptly with the Commission any further, that an amendment or supplement to the Registration Statement or any the Prospectus relating to or covering the Certificates that may, in offering of other securities pursuant to the judgment of the Company or the Underwriters, be required by the 1933 Act and the rules and regulations of the Commission thereunder or requested by the Commission and approved by the UnderwritersRegistration Statement will not constitute a Bring-Down Delivery Date. (c) Prior On each Bring-Down Delivery Date, (A) the Agents and, if applicable, the Forward Purchasers and the Forward Sellers shall receive the written opinion and, if not included in such opinion, negative assurance letter of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to filing with the Commission during Agents, the Prospectus Forward Purchasers and the Forward Sellers, each dated as of the applicable Bring-Down Delivery Period any amendment or supplement Date and delivered within two Exchange Business Days after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, dated and delivered on such Principal Settlement Date, and (B) the Company shall, unless the Agents and, if such Bring-Down Delivery Date relates to a Confirmation, the Forward Purchasers and Forward Sellers agree otherwise, cause to be furnished to the Agents, the Forward Purchasers and the Forward Sellers the written opinion and, if not included in such opinion, negative assurance letter of ▇▇▇▇▇▇▇ Coie LLP, counsel to the Company, each dated as of the applicable Bring-Down Delivery Date and delivered within two Exchange Business Days after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, dated and delivered on such Principal Settlement Date, of the same tenor as the opinion and letter referred to in Section 5(a)(ii) hereof, but modified as necessary to relate to the Registration Statement relating to or covering Statement, the Certificates (other than an amendment by reason of Rule 429 under the 1933 Act) Prospectus or any amendment or supplement Permitted Free Writing Prospectus as amended and supplemented to the Prospectustime of delivery of such opinion and letter, or, in lieu of such opinion and letter, such counsel shall furnish the Agents and, if applicable, the Company will furnish Forward Purchasers and the Forward Sellers with a copy thereof letter substantially to the Underwriterseffect that the Agents and, if applicable, the Forward Purchasers and Forward Sellers may rely on the Company will not file opinion and letter of such counsel referred to in Section 5(a)(ii), furnished to the Agents and, if applicable, the Forward Purchasers and Forward Sellers, to the same extent as though they were dated the date of such letter authorizing reliance (except that statements in such last opinion and letter of such counsel shall be deemed to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such amendment or supplement to which the Underwriters shall reasonably objectletters authorizing reliance). (d) The On each Bring-Down Delivery Date, the Company will advise shall, unless the Underwriters promptly Agents, Forward Sellers and Forward Purchasers agree otherwise, cause Deloitte & Touche LLP to furnish to the Agents, Forward Purchasers and Forward Sellers a “comfort” letter, dated as of the applicable Bring-Down Delivery Date and delivered within two Exchange Business Days after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, delivered on such Principal Settlement Date, of the same tenor as the letter referred to in Section 5(a)(iii) hereof, but modified to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the date of such letter, and, if the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall include or incorporate by reference the financial statements of any entity or business (other than the consolidated financial statements of the Company and its subsidiaries), the Company shall, if requested by the Agents, Forward Purchasers and Forward Sellers cause a firm of independent public accountants to furnish to the Agents, Forward Purchasers and Forward Sellers a “comfort” letter, dated as of the applicable Bring-Down Delivery Date and delivered within two Exchange Business Days after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, dated and delivered on such Principal Settlement Date, addressing such matters as the Agents, Forward Purchasers and Forward Sellers may reasonably request. (e) (i) when, during the Prospectus Delivery Period, any post-effective amendment to the Registration Statement relating to or covering the Certificates (other than any amendment by reason of Rule 429 under the 1933 Act) becomes effective, (ii) of any request or proposed request by the Commission for any amendment or supplement to the Registration Statement (insofar as the amendment or supplement relates to or covers the Certificates), for any amendment or supplement to the Prospectus or for any additional information with respect to the Certificates, (iii) of the issuance by the Commission, during the Prospectus Delivery Period, of any stop No order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to Section 8A under the initiation or threat Act shall be pending before or, to the knowledge of any such stop order proceedingthe Company, (iv) of receipt threatened by the Company Commission; the Prospectus and each Permitted Free Writing Prospectus shall have been timely filed with the Commission under the Act (in the case of any notification with respect a Permitted Free Writing Prospectus, to the extent required by Rule 433 under the Act); and all requests by the Commission for additional information shall have been complied with to the satisfaction of the Agents and no suspension of the qualification of the Certificates Shares for offering or sale in any jurisdiction jurisdiction, or of the initiation or threat threatening of any proceeding proceedings for that purpose any of such purposes, shall have occurred and be in effect at the time the Company delivers a Transaction Proposal to an Agent or the time such Agent delivers a Transaction Acceptance to the Company; and (vii) of the occurrence, during the Prospectus Delivery Period, of any event that makes untrue any statement of a material fact made in the Registration Statement or any Prospectus or that requires the making of a change in or addition to the Registration Statement or any Prospectus in order to make any material statement therein not misleading. (e) If, during the Prospectus Delivery Period, the Commission issues an order suspending the effectiveness of the Registration Statement, the Company will Prospectus or any Permitted Free Writing Prospectus shall not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make every reasonable effort to obtain the lifting statements therein, in the light of that order the circumstances under which they were made, not misleading at the earliest possible timetime the Company delivers a Transaction Proposal to an Agent or Forward Seller and Forward Purchaser or the time such Agent or Forward Seller and Forward Purchaser delivers a Transaction Acceptance to the Company. (f) The Except as set forth in the last sentence of Section 2(a), the Company will endeavor shall reasonably cooperate with any reasonable due diligence review requested by the Agents, the Forward Purchasers and the Forward Sellers or their counsel from time to qualify time in connection with the Certificates transactions contemplated hereby or any Terms Agreement, including, without limitation, (i) at the commencement of each intended Purchase Date and any Time of Sale or Settlement Date, providing information and making available appropriate documents and appropriate corporate officers of the Company and, upon reasonable request, representatives of Deloitte & Touche LLP (and, if the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall include or incorporate by reference the financial statements of any entity or business (other than the consolidated financial statements of the Company and its subsidiaries), representatives of the independent public accountants that audited or reviewed such financial statements) for offer an update on diligence matters with representatives of the Agents, the Forward Purchasers and sale under the securities laws of such jurisdictions Forward Sellers and (ii) at each Bring-Down Delivery Date and otherwise as the Underwriters Agents, the Forward Purchasers and the Forward Sellers may reasonably request; provided, however, that this Section 5(f) shall not obligate providing information and making available documents and appropriate corporate officers of the Company to file and representatives of Deloitte & Touche LLP (and, if the Registration Statement, the Prospectus or any general consent to service Permitted Free Writing Prospectus shall include or incorporate by reference the financial statements of process any entity or to qualify to do business in any jurisdiction (other than the consolidated financial statements of the Company and its subsidiaries), representatives of the independent public accountants that audited or as a dealer in securities in any jurisdiction in which it is not so qualifiedreviewed such financial statements) for one or more due diligence sessions with representatives of the Agents, the Forward Purchasers, the Forward Sellers and their counsel. (g) The costs Company shall disclose, in its quarterly reports on Form 10-Q and expenses associated with in its annual report on Form 10-K and, if requested by the transactions contemplated by this Agreement shall be payable by UBSREI Agents, Forward Purchasers and LBHI, as and Forward Sellers in supplements to the extent provided in the respective Mortgage Loan Purchase Agreements. (h) The Company will file any documents and any amendments thereof as may be required Prospectus to be filed by it pursuant the Company with the Commission from time to time, the 1933 Act number of the Shares sold through the Agents and the Securities Exchange Act of 1934, as amended (the "1934 Act")Forward Sellers under this Agreement and any Terms Agreement, and the rules and regulations net proceeds to the Company from the sale of the Commission under the 1933 Act Shares and the 1934 Act, including, but not limited to, compensation paid by the filing Company with respect to sales of the Commission Shares pursuant to a Current this Agreement during the relevant quarter or, in the case of any such prospectus supplement, such shorter period as the Agents, Forward Purchasers and Forward Sellers may reasonably request or, in the case of an Annual Report on Form 810-K, subject during the fiscal year covered by such Annual Report and the fourth quarter of such fiscal year. All opinions, letters and other documents referred to Section 4 hereofin Sections 6(b) through (d) above shall be reasonably satisfactory in form and substance to the Agents and, of all Computational Materials and ABS Term Sheets in respect of the Certificates furnished by either Underwriter and identified by it as such. Subject to compliance by each Underwriter with Section 4(b)(iv) and (vi) hereofif applicable, the Company Forward Purchasers and Forward Sellers. The Agents, Forward Purchasers and Forward Sellers will file all such Computational Materials and ABS Term Sheets within the time period allotted for such filing pursuant to the No-Action Letters. Subject to compliance by each Underwriter with Section 4(b)(iv) and (vi) hereof, provide the Company represents with such notice (which may be oral, and warrants thatin such case, will be confirmed via e-mail as soon as reasonably practicable thereafter) as is reasonably practicable under the circumstances when requesting an opinion, letter or other document referred to the extent required by the No-Action Letters, the Company has timely filed with the Commission any Collateral Term Sheets previously delivered to it as contemplated by Section 4(b)(ivin Sections 6(b) hereofthrough (d) above.