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 Hxxxxx, xxe 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 Hxxxxx, xxe Company shall provide such WS Hxxxxx xxxh such publicly available financial statements, reports and other information as amended may be required to permit such WS Hxxxxx xx 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, Xxxx X-0, xx 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 Act0000 Xxx) 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 Act0000 Xxx) 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 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 Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, counsel to the Prospectus Company, and the written opinion and a negative assurance letter of Xxxxxxxx & Xxxxxxxx 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 Xxxxx & 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 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 Xxxxxxx 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. 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 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 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 Xxxxxx & 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 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 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 Xxxxx 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 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, Xxxxxx & Xxxxxxxx, 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 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 Xxxxx 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. 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. Xxxxxxxxx and Xxxxxxxx, 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 “xxxxx 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 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, Xxxxxx & Xxxxxxxx, 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 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 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 Xxxxx 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 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 Xxxxxxxx & 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 Xxxxxx & Xxxxxxx 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 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 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 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 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 X.X. Xxxxxxx & 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 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 Act0000 Xxx) 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 Act0000 Xxx) 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, Xxxx and Xxxx LLP, and Xxxxxxx & Xxxxxx, 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 Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx 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 Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx 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 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 Xxxxx 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 covenants and the Operating Partnership further covenant and agree with the respective Underwriters thatXxxxx 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 Xxxxx 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 Xxxxx Fargo shall reasonably request, provided that Xxxxx 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 Xxxxx Fargo agrees otherwise, furnish or cause to be furnished to Xxxxx 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 Xxxxx 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) Xxxxx 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 Xxxxx Fargo agrees otherwise, cause to filing with be furnished to Xxxxx Fargo (A) the Commission during written opinion and negative assurance letter of Xxxxxxx Procter LLP, counsel to the Prospectus Company, and (B) the written opinion of Xxxxxxx 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 Xxxxx Fargo with letters substantially to the effect that Xxxxx Fargo may rely on the opinions and letter referred to in Sections 5(a)(ii) and 5(a)(iii), furnished to Xxxxx 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 Xxxxx Fargo agrees otherwise, cause Ernst & Young LLP to furnish to Xxxxx 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 Xxxxx Fargo agrees otherwise, cause to be furnished to Xxxxx 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 Xxxxx 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 Xxxxx 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 Xxxxx Fargo and (ii) at each Bring-Down Delivery Date or otherwise as Xxxxx 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 Xxxxx 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 Xxxxx Fargo. Xxxxx 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 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 Act0000 Xxx) 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 Act0000 Xxx) 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. CSFB 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. CSFB shall be entitled to receive as a fee from the Mortgage Loan Sellers, the sum of $[o]. (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 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 Cxxxxx LLP, counsel to the Prospectus Company, and the written opinion and, if not included in such opinion, negative assurance letter of Dxxxx Xxxx & Wxxxxxxx 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 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) 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 Sections 5(a)(i)-(iii) 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 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) 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, 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 Xxxxxx & Bird LLP, counsel to the Company, and the written opinion and negative assurance letter of Xxxxx Xxxx & Xxxxxxxx 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 opinion and letter referred to in Section 5(a)(iv) 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 opinion and letter, or, in lieu of such opinion and letter, such counsel shall furnish the 1933 ActAgents 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)(iv) 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 Each Bring-Down Delivery Date, the Company will advise shall, unless the Underwriters promptly Agents agree otherwise, cause Ernst & Young 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)(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, 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), 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 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 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 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 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 applicable 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), 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, 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, 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), 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 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 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 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 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 thatAgents as follows: (a) During Each Transaction Proposal made by the Company that is accepted by the Designated 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 an Agent or 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 Section 6(b), by the filing of any Incorporated Document), (ii) there is a Principal Settlement Date pursuant to a Terms Agreement, (iii) the Company files an Annual Report on Form 10-K or Quarterly Report on Form 10-Q in respect of any quarter in which sales of Shares were made by an Agent under this Agreement or (iv) an Agent shall reasonably request (each date referred to clauses (i), (ii), (iii) and (iv) 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 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, a certificate to the effect that the statements contained in the certificate referred to in Section 5(a)(i) 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) 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 the offering of other securities pursuant to the Registration Statement will not constitute a Bring-Down Delivery Date. Notwithstanding the foregoing, the requirement to provide a certificate under clause (i) or covering (iii) of this Section 6(b) shall be automatically waived for any Bring-Down Delivery Date occurring at a time at which no Agency Transactions or 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, the Company shall provide the Agent with such certificate, dated the date such Transaction Proposal is delivered or Terms Agreement is executed, which date shall be required by the 1933 Act and the rules and regulations of the Commission thereunder or requested by the Commission and approved by the Underwritersdeemed to a Bring-Down Delivery Date. (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, Company shall, unless the Prospectus Agents agree otherwise, cause to be furnished to the Agents: (i) (A) the written opinion and, if not included in such opinion, negative assurance letter of Xxxxxxxx & Xxxxxxxx LLP, counsel to the Company, and (B) the written opinion and, if not included in such opinion, negative assurance letter of Xxxxxxx Xxxxxxx & Xxxxxxxx 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 time of delivery of such letters authorizing reliance); and (ii) such other documents as the Company will not file any such amendment or supplement to which the Underwriters Agents shall reasonably objectrequest. (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 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 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, 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 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 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 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 the Designated Agent or the time the Designated 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 Designated Agent or the time the Designated 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 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 Shares during the 1933 Act and relevant quarter or, in the 1934 Actcase of any such prospectus supplement, includingsuch shorter period as the Agents may reasonably request or, but not limited to, in the filing with the Commission pursuant to a Current 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 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 Xxxxxx 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 Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, 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 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 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) Subject to Section 6(h), 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, provided that the Agents shall not make such a request during the periods that 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 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, 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 Agents 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 Agents 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 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, 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 Subject to filing with Section 6(h), each Bring-Down Delivery Date, the Commission during Company shall, unless the Prospectus Agents agree otherwise, cause to be furnished to Agents (A) the written opinion and negative assurance letter of DLA Piper LLP (US), counsel to the Company, and the written opinion of the General Counsel of the Company, each dated as of the applicable Bring-Down Delivery Period any amendment or supplement 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 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 opinions and letters, or, in lieu of such opinions and letters, each 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 Subject to Section 6(h), each Bring-Down Delivery Date, the Company will advise shall, unless the Underwriters promptly Agents agree otherwise, cause PricewaterhouseCoopers LLP to furnish to the Agents a “comfort” letter, 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, 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 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, 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 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 timetime the Company delivers a Transaction Proposal to an Agent or the time an 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 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 Agents and sale under the securities laws of such jurisdictions (ii) subject to Section 6(h), 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 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 Agents 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 to be filed by the Company with the transactions contemplated by 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 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 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 6(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 email 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 6(d) above.

Additional Covenants of the Company. The Company further covenants and agrees with the respective Underwriters thatSandler 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 Sandler 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 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 Sandler shall reasonably request provided that Sandler shall not make such a request during periods that the Company is not proposing an Agency Transaction (each date referred to in which clauses (i), (ii) and (iii) above, a “Bring-Down Delivery Date”), the Company shall, unless Sandler agrees otherwise, furnish or cause to be furnished to Sandler a certificate, dated and delivered 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 Sandler 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 Company shall not be required to furnish such a certificate to Sandler in connection with the filing of a Current Report on Form 8-K unless (A) such Current Report on Form 8-K is filed on any date that is a Purchase Date 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 (B) Sandler 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 Each Bring-Down 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 ProspectusDate, the Company will furnish a copy thereof shall, unless Sandler agrees otherwise, cause to be furnished to Sandler the written negative assurance letter of Dxxxx Xxxx & Wxxxxxxx LLP, special counsel to the UnderwritersCompany, dated and delivered the Company will not file any applicable Bring-Down Delivery Date, of the same tenor (it being understood that such amendment or supplement to which the Underwriters letter shall reasonably object. (d) The Company will advise the Underwriters promptly (i) when, during the Prospectus Delivery Period, any post-effective amendment be updated so that references to the Registration Statement relating date of this Agreement shall be changed to or covering the Certificates (other than any amendment by reason of Rule 429 under the 1933 Actsuch Bring-Down Delivery Date) 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 letter referred to or covers the Certificates)in Section 5(a)(ii) hereof, for any amendment or supplement but modified as necessary 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 Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such letter, or, in lieu of such letter, such counsel shall furnish Sandler with a letter substantially to the effect that Sandler may rely on the letter referred to in Section 5(a)(ii) hereof, furnished to Sandler, to the same extent as though they were dated the date of such letter authorizing reliance (except that statements in such last letter 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 the Company will make every reasonable effort shall not be required to obtain cause such counsel to furnish such a letter to Sandler in connection with the lifting filing of a Current Report on Form 8-K unless (A) such Current Report on Form 8-K is filed on any date that order at is a Purchase Date or a prospectus relating to the earliest possible timeShares is required to be delivered under the Securities Act and (B) Sandler has reasonably requested such a certificate based upon the event or events reported in such Current Report on Form 8-K. (d) Each Bring-Down Delivery Date, the Company shall, unless Sandler agrees otherwise, cause Deloitte & Touche LLP to furnish to Sandler a “comfort” letter, dated and delivered the applicable Bring-Down Delivery Date, of the same tenor (it being understood that such letter shall be updated so that references to the date of this Agreement shall be changed to such Bring-Down Delivery Date) 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; provided, however, that the Company shall not be required to cause Deloitte & Touche LLP to furnish such a letter to Sandler in connection with the filing of a Current Report on Form 8-K unless (A) such Current Report on Form 8-K is filed on any date that is a Purchase Date or a prospectus relating to the Shares is required to be delivered under the Securities Act and (B) Sandler has reasonably requested such a certificate based upon the event or events reported in such Current Report on Form 8-K. (e) Upon the release of financial metrics of the Company in a Current Report on Form 8-K that are not covered by a “comfort” letter provided pursuant to Section 6(d), the Company shall, unless Sandler agrees otherwise, cause the Company’s chief financial officer to furnish to Sandler a certificate, dated and delivered the applicable date of such release, in the form of Exhibit F or other form reasonably agreed by the Company and Sandler. (f) The Company will endeavor shall promptly cooperate with any reasonable due diligence review requested by Sandler 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 Sandler and sale under the securities laws of such jurisdictions (ii) at each Bring-Down Delivery Date or otherwise as the Underwriters Sandler 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 Sandler and its counsel. (g) The costs and expenses associated with Company shall disclose, in its quarterly reports on Form 10-Q, in its annual report on Form 10-K and/or in prospectus supplements, the transactions contemplated by number of the Shares sold through Sandler under this Agreement shall be payable by UBSREI and LBHIany Terms Agreement, as and the net proceeds to the extent provided in Company from the respective Mortgage Loan Purchase Agreementssale 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. (h) The Company will file shall consent to Sandler trading in the Common Stock for Sandler’s own account and for the account of its clients at the same time as sales of the Shares occur pursuant to this Agreement. (i) Not to exchange, offer to exchange, or otherwise agree to exchange any documents of the Company’s or any of its subsidiaries’ outstanding debt securities for any shares of the Common Stock or securities convertible into or exchangeable or exercisable for the Common Stock or warrants or other rights to purchase the Common Stock or any other securities of the Company that are substantially similar to the Common Stock or permit the registration under the Securities Act of any shares of the Common Stock, in each case without giving Sandler at least one business day’s prior written notice (or such shorter period as Sandler may agree in its discretion) specifying the nature of the proposed exchange and any amendments thereof the date of such proposed exchange. In the event that notice of a proposed exchange is provided by the Company pursuant to this Section 6(i), Sandler may suspend activity under this program for such period of time as may be required deemed appropriate by Sandler. All opinions, letters and other documents referred to be filed by it pursuant to the 1933 Act and the Securities Exchange Act of 1934, as amended in Sections 6(b) through (the "1934 Act"e), inclusive, above shall be satisfactory in form 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 substance 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) hereofSandler.

Additional Covenants of the Company. The Company further covenants and agrees with the respective Underwriters thatAgent 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 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 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 the Agent shall reasonably request, provided that the Agent shall not make such a request during periods that the Company is not proposing any Agency Transaction to the Agent (each date referred to in 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 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 the 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 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) the rules and regulations of Agent has reasonably requested that such date be deemed to be a Bring-Down Delivery Date based upon 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(h). (c) Prior Each Bring-Down Delivery Date, the Company shall, unless the Agent agrees otherwise, cause to filing with be furnished to the Commission during Agent (A) the Prospectus written opinion and negative assurance letter of Wachtell, Lipton, Xxxxx & Xxxx, special counsel to the 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 the Agent with letters substantially to the effect that the Agent may rely on the opinions and letter referred to in Sections 5(a)(ii) and 5(a)(iii), furnished to the Agent, 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 the Underwriters promptly Agent agrees otherwise, cause KPMG LLP to furnish to the Agent a “comfort” letter, dated and delivered as of the 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 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, 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 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, 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 the Agent and sale under the securities laws of such jurisdictions (ii) at each Bring-Down Delivery Date or 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 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 the Agent and its counsel. (g) The costs Company shall disclose, in its quarterly reports on Form 10-Q, in its annual report on Form 10-K 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 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 the "1934 Act")Agent. The Agent will provide the Company with such notice (which may be oral and, 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 thatAgent as follows: a. 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 (ai) During 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, provided that the Agent 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), (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 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 Agent 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 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, 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 offering 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 other securities pursuant to the Registration Statement relating will not constitute a Bring-Down Delivery Date. c. On each Bring-Down Delivery Date, the Company shall, unless the Agent agrees otherwise, cause to be furnished to the Agent the written opinion and, if not included in such opinion, negative assurance letter of Fenwick & West LLP, counsel to the Company, 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 Section 5(a)(ii) hereof, but modified as necessary to relate to the Registration Statement, the Prospectus or covering any Permitted Free Writing Prospectus as amended and supplemented to the Certificates time of delivery of such opinions and letters, or, in lieu of such opinions and letters, such counsel shall furnish the Agent 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), furnished to the Agent, 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 Agent agrees otherwise, cause Xxxxxx LLP to furnish to the Agent a comfort letter, 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, 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 an amendment by reason the consolidated financial statements of Rule 429 under the 1933 Act) or any amendment or supplement to the ProspectusCompany and its subsidiaries), the Company will shall, if requested by the Agent, cause a firm of independent public accountants to furnish a copy thereof to the UnderwritersAgent a comfort letter, dated as of the applicable Bring-Down Delivery Date and delivered as promptly as practicable after the Company will not file any applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, delivered on such amendment or supplement to which Principal Settlement Date, addressing such matters as the Underwriters shall Agent may reasonably objectrequest. (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 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 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; 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. (f) 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 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 Xxxxxx 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 registered public accounting firm 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 Xxxxxx 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 registered public accounting firm 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 Agreementstheir counsel. (h) g. 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 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 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 further covenants and agrees with the respective Underwriters thatDeutsche Bank 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 Deutsche Bank 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 Time of Sale and Settlement Date applicable to the Shares to which the Transaction Notice or Terms Agreement relates, 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 Deutsche Bank shall reasonably request, provided that Deutsche Bank shall not make such a request during periods that the Company is not proposing Agency Transactions to Deutsche Bank (each date referred to clauses (i), (ii) and (iii) above, a “Bring-Down Delivery Date”), the Company shall, unless Deutsche Bank agrees otherwise, furnish or cause to be furnished to Deutsche Bank 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 Deutsche Bank 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 Company shall not be required to furnish such a certificate to Deutsche Bank in connection with the filing of a Current Report on Form 8-K unless (A) 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 Securities Act and (B) Deutsche Bank 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 Each Bring-Down Delivery Date, the Company shall, unless Deutsche Bank agrees otherwise, cause to filing with be furnished to Deutsche Bank the Commission during written opinion and negative assurance letter of Xxxxxxxx Chance US LLP or K&L Gates LLP, counsel to the Prospectus Company, 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 Deutsche Bank with letters substantially to the effect that Deutsche Bank may rely on the opinion and letter referred to in Section 5(a)(ii) and Section 5(a)(iii) hereof, respectively, furnished to Deutsche Bank, 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 Deutsche Bank agrees otherwise, cause Deloitte & Touche LLP to furnish to Deutsche Bank a “comfort” letter, dated and delivered as of the Underwriters promptly (iapplicable Bring-Down Delivery Date, of the same tenor as the letter referred to in Section 5(a)(iv) whenhereof, during the Prospectus Delivery Period, any post-effective amendment but modified to relate to the Registration Statement relating to or covering the Certificates (other than any amendment by reason of Rule 429 under the 1933 Act) becomes effectiveStatement, (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 Permitted Free Writing Prospectus as amended and supplemented to the Certificates, (iii) date 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 misleadingletter. (e) IfThe Company shall reasonably cooperate with any reasonable due diligence review requested by Deutsche Bank or its counsel from time to time in connection with the transactions contemplated hereby or any Terms Agreement, during including, without limitation, (i) at the Prospectus Delivery Periodcommencement of each intended Purchase Date and any Time of Sale or Settlement Date, the Commission issues an order suspending the effectiveness making available appropriate corporate officers of the Registration StatementCompany and, upon reasonable request, representatives of Deloitte & Touche LLP for an update on diligence matters with representatives of Deutsche Bank and (ii) at each Bring-Down Delivery Date or otherwise as Deutsche Bank may reasonably request, providing information and making available documents and appropriate corporate officers of the Company will make every reasonable effort to obtain the lifting and representatives of that order at the earliest possible timeDeloitte & Touche LLP for one or more due diligence sessions with representatives of Deutsche Bank and its counsel. (f) The Company will endeavor to qualify shall disclose, in its quarterly reports on Form 10-Q, in its annual report on Form 10-K and/or, at the Certificates for offer and sale under the securities laws of such jurisdictions as the Underwriters may reasonably request; providedCompany’s option, 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 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 Deutsche Bank. Deutsche Bank 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 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 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 UBSWREI 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 thatSales Agent 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 the Sales 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 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)(i)), 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 the Sales Agent shall reasonably request, provided that the Sales Agent 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), (i) and (i) above, a “Bring-Down Delivery PeriodDate”), the Company will file promptly with shall, unless the Commission any amendment Sales Agent agrees otherwise, furnish or supplement cause to be furnished to the Sales Agent 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 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 certificate, a certificate to the judgment effect that the statements contained in the certificate referred to in Section 5.(a)(i) hereof furnished to the Sales 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 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 the Sales Agent agrees otherwise, furnish or cause to filing with be furnished to the Commission during Sales Agent an opinion, dated and delivered as of the Prospectus applicable Bring-Down Delivery Period any amendment or supplement Date, of the same tenor as the opinion referred to in Section 5(a)(v) hereof, 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, or, in lieu of such opinion, a letter substantially to the effect that the Sales Agent may rely on the opinion referred to in Section 5(a)(v), furnished to the Sales Agent, to the same extent as though they were dated the date of such opinion (except that such statements in such last opinion 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 objectopinion). (d) The Each Bring-Down Delivery Date, the Company will advise shall, unless the Underwriters promptly Sales Agent agrees otherwise, cause to be furnished to the Sales Agent (i) whenthe written opinion and negative assurance letter of Xxxxxxx Procter LLP, during counsel to the Prospectus Company, and (ii) the written opinion of Xxxxxxx Procter LLP, tax counsel to the Company, each dated and delivered as of the applicable Bring-Down Delivery PeriodDate, any post-effective amendment 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 Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to or covering the Certificates time of delivery of such opinions and letter, or, in lieu of such opinions and letter, such counsel shall furnish the Sales Agent with letters substantially to the effect that the Sales Agent may rely on the opinions and letter referred to in Sections 5.(a)(ii) and 5.(a)(iii), furnished to the Sales Agent, to the same extent as though they were dated the date of such letters authorizing reliance (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 except that statements in such last opinions shall be deemed 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 letters authorizing reliance). (e) Each Bring-Down Delivery Date, the Company shall, unless the Sales Agent agrees otherwise, cause KPMG LLP (iiior any successor audit firm) to furnish to the Sales Agent a “comfort” letter, dated and delivered as of the issuance by applicable Bring-Down Delivery Date, of the Commissionsame tenor as the letter referred to in Section 5.(a)(iv) hereof, during 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. (f) Each Bring-Down Delivery PeriodDate, to the extent required pursuant to Section 2.(j)(i) above, the Company shall, unless the Sales Agent agrees otherwise, cause to be furnished to the Sales Agent a certificate of any stop the chief financial officer of the Company of the same tenor as the certificate referred to in Section 2.(j)(i). (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 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 the Sales 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, 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 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 AgreementsTransaction Notice. (h) The Company will file shall reasonably cooperate with any reasonable due diligence review requested by the Sales 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, making available appropriate corporate officers of the Company and, upon reasonable request, representatives of KPMG LLP (or any successor audit firm) for an update on diligence matters with representatives of the Sales Agent and (ii) at each Bring-Down Delivery Date or otherwise as the Sales Agent may reasonably request, providing information and making available documents and appropriate corporate officers of the Company and representatives of KPMG LLP (or any amendments thereof as may be successor audit firm) for one or more due diligence sessions with representatives of the Sales Agent and its counsel. (i) To the extent required under applicable law, the Company 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)(i) through (e) above shall be reasonably satisfactory in form and substance to the "1934 Act")Sales Agent. The Sales Agent will provide the 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)(i) and through (vie) 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 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 Company further covenants and agrees with the respective Underwriters thatRxxxxxx Jxxxx as follows: (a) During Each acceptance of a Transaction Notice by the Company shall be deemed to be an affirmation that the representations and warranties of the Company herein contained and contained in any certificate delivered to Rxxxxxx Jxxxx 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 on any Closing Date (subject only to Section 5(i) above), and at the time of delivery to Rxxxxxx Jxxxx of Shares pursuant to the Transaction 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, the Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of such Transaction Notice); on each date during any period following the date of this Agreement time in which any 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")Act, the Company will deliver shall be deemed to each Underwriter such number affirm that the representations and warranties of copies the Company herein contained and contained in any certificate delivered to Rxxxxxx Jxxxx pursuant hereto are true and correct as though made at and as of each such time (it being understood that such representations and warranties shall related to the Registration Statement, the Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented at and as of such Underwriter may reasonably requesttime). (b) During (i) Each time that the Registration Statement, the Basic Prospectus, the Prospectus Delivery Periodor any Permitted Free Writing Prospectus shall be amended or supplemented (other than (1) by an amendment or supplement providing solely for the determination of the terms of the Shares or (2) by a prospectus supplement relating to the offering of other securities (including, without limitation, other shares of Common Shares) or (3) by the filing of any Incorporated Document with the Commission), (ii) on each Periodic Report Date and (iii) upon reasonable request by Rxxxxxx Jxxxx, before accepting a Transaction Notice, the Company will file promptly with shall furnish or cause to be furnished to Rxxxxxx Jxxxx forthwith a certificate, dated the Commission any date of effectiveness of such amendment or supplement or the Periodic Report Date, as applicable, in form satisfactory to Rxxxxxx Jxxxx, certifying 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 Statement, the Basic Prospectus, the Prospectus or any Permitted Free Writing 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 same tenor as the certificate referred to in Section 6(a)(i) above, modified as necessary to relate to the Registration Statement, the Basic Prospectus, 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 to filing Contemporaneously with the Commission during filing of the Prospectus Delivery Period Supplement with the Commission, the Company shall deliver to Rxxxxxx Jxxxx opinions and negative assurance letters of the Company’s Chief Legal Officer and Vorys, Sxxxx, Xxxxxxx & Pxxxx LLP, counsel for the Company, addressed to Rxxxxxx Jxxxx and dated the date of the Prospectus Supplement, in a form reasonably satisfactory to Rxxxxxx Jxxxx and its counsel. Further, (i) each time that the Registration Statement, the Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus shall be amended or supplemented (other than (1) by an amendment or supplement providing solely for the determination of the terms of the Shares or (2) by a prospectus supplement relating to the Registration Statement relating to or covering the Certificates offering of other securities (including, without limitation, other than an amendment by reason shares of Rule 429 under the 1933 ActCommon Shares) or (3) by the filing of any amendment or supplement to Incorporated Document with the ProspectusCommission), (ii) on each Periodic Report Date and (iii) upon reasonable request by Rxxxxxx Jxxxx, before accepting a Transaction Notice, the Company will shall furnish a copy thereof or cause to be furnished forthwith to Rxxxxxx Jxxxx and to counsel for Rxxxxxx Jxxxx the Underwriterswritten opinions of the Company’s Chief Legal Officer and Vorys, and Sxxxx, Xxxxxxx & Pxxxx LLP, or other counsel satisfactory to Rxxxxxx Jxxxx, dated the Company will not file any date of effectiveness of such amendment or supplement or the Periodic Report Date, as applicable, in form and substance satisfactory to which Rxxxxxx Jxxxx, of the Underwriters same tenor as the opinion referred to above in this Section 7(c), but modified as necessary to relate to the Registration Statement, the Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such opinion or, in lieu of such opinion, counsel last furnishing such opinion to Rxxxxxx Jxxxx shall reasonably objectfxxxxxx Xxxxxxx Jxxxx with a letter substantially to the effect that Rxxxxxx Jxxxx xxx 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, the Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance). (d) The Each time that the Registration Statement, the Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus shall be amended or supplemented to include additional financial information (including by the filing of any Incorporated Document), before accepting a Transaction Notice, the Company will advise shall cause Cxxxx Hxxxxxx LLP promptly to furnish to Rxxxxxx Jxxxx a letter, dated the Underwriters promptly 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 6(a)(iii) hereof, but modified to relate to the Registration Statement, the Basic Prospectus, 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 pursuant to Section 8A under the Act shall be pending before or threatened by the initiation or threat 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 such stop order proceedingPermitted Free Writing Prospectus, (ivto the extent required by Rule 433 under the Act) of receipt and in accordance with Section 5(c) above; and all requests by the Company of any notification Commission for additional information shall have been complied with respect to the satisfaction of Rxxxxxx Jxxxx 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 make every reasonable effort Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus, as amended or supplemented from time 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 contain an untrue statement of material fact or omit to file any general consent to service of process or to qualify to do business in any jurisdiction or as state 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 material fact required to be filed by it pursuant stated therein or necessary to make the 1933 Act and statements therein, in the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the rules and regulations light of the Commission circumstances under which they were made, not misleading at 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, time 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) hereofaccepts a Transaction Notice.

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 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 provisos 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), a “Bring-Down Delivery Date”), the Company shall, unless the Agents agree otherwise, furnish or cause to be furnished to the Agent 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) 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, statistical or market-related data about the Company 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 Agents 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 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, 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 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 Subject to filing with Section 6(g), each Bring-Down Delivery Date, the Commission during Company shall, unless the Prospectus Agents agree otherwise, cause to be furnished to Agents (A) the written opinion and, if not included in such opinion, negative assurance letter of Xxxxxxxx Xxxxxxx LLP, counsel to the Company (or other counsel reasonably acceptable to the Agents), 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, in substantially the form of Exhibit C-2 hereto, 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 an opinion and letter of such counsel previously furnished to the Agents under this Section 6(b), 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 Subject to Section 6(g), each Bring-Down Delivery Date, the Company will advise shall, unless the Underwriters promptly Agents agree otherwise, cause BDO USA, 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 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, addressing such matters as the Agents 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 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 timetime the Company delivers a Transaction Proposal to an Agent or the time an 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 appropriately requested documents and appropriate corporate officers of the Company and, upon reasonable request, representatives of BDO XXX, 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 reasonably requested documents and appropriate corporate officers of the Company to file and representatives of BDO USA, 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 in its annual report on Form 10-K to be filed by the Company with the transactions contemplated by 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 net proceeds to the extent provided Company from the sale of the Shares pursuant to this Agreement during the relevant quarter or, in the respective Mortgage Loan Purchase Agreementscase 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(a) through 6(c) and (viii) hereofto reasonably cooperate with any reasonable due diligence review specified in Section 6(e) 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. (i) All opinions, letters and other documents referred to in Sections 6(a) through (c) 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 email 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(a) hereofthrough 6(c) above.

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. Xxxxxxxxx and Xxxxxxxx, 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 “xxxxx 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, the Mortgage Loan Sellers as and to the extent provided in the respective Mortgage Loan Purchase Agreements; provided that SSB shall not be responsible pursuant to this Section 5(g) for any costs and expenses incurred by the Company, the Lead Underwriters or either Mortgage Loan Seller, it being acknowledged and agreed that SSB shall be responsible only for costs and expenses (including, but not limited to, the costs of any counsel retained thereby) actually incurred by it. SSB shall be entitled to receive as a fee from the Mortgage Loan Sellers the sum of $31,250.00. (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 each of the respective Underwriters thatAgents, Forward Sellers and Forward Purchasers as follows: (a) During Each Transaction Proposal made by the Company that is accepted by an Agent, Forward Seller or 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, the Forward Sellers and the Forward Purchasers 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, the Forward Sellers or the Forward Purchasers shall reasonably request, provided that the Agents, the Forward Sellers and the Forward Purchasers shall not make such a request during periods that there is no proposed Agency Transaction or Forward 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, the Forward Sellers and the Forward Purchasers agree otherwise, furnish or cause to be furnished to the Agents, the Forward Sellers and the Forward Purchasers 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 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 certificates, certificates to the effect that the statements contained in the certificate referred to in Section 5(a)(i) hereof furnished to Agents, Forward Sellers and Forward Purchasers 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 Delivery Period")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, the Company will deliver Forward Sellers and the Forward Purchasers have reasonably requested that such date be deemed to each Underwriter be a Bring-Down Delivery Date based upon the event or events reported in such number 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 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 that is considered “filed” under the 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 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, the Forward Sellers and the Forward Purchasers agree otherwise, cause to filing with be furnished to Agents, the Commission during Forward Sellers and the Prospectus Forward Purchasers the written opinions and, if not included in such opinions, negative assurance letter of Xxxxxxx Procter LLP, counsel to the Company, the written opinion of Xxxxxxx LLP, Maryland counsel to the Company and the written opinion, and if not included in such opinion, negative assurance letter of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Agents, the Forward Sellers and the Forward Purchasers, each dated as of the applicable Bring-Down Delivery Period any amendment 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 letter referred to in Sections 5(a)(ii)-(iv) 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 letter, or, in lieu of such opinions and letter, each such counsel shall furnish the 1933 ActAgents, the Forward Sellers and the Forward Purchasers with a letter substantially to the effect that the Agents, the Forward Sellers and the Forward Purchasers may rely on the opinions and letters of such counsel referred to in Sections 5(a)(ii)-(iv) or any amendment or supplement Section 5(b) hereof, as applicable, furnished to the ProspectusAgents, the Company will furnish a copy thereof Forward Sellers and the 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 Agents, the Forward Sellers and the Forward Purchasers agree otherwise, cause Deloitte & Touche LLP to furnish to the Agents, the Forward Sellers and the Forward Purchasers a “comfort” letter, 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, delivered on such Principal Settlement 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, 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) or acquired properties or assets, the Company shall, if requested by the Agents, the Forward Sellers and the Forward Purchasers, cause a firm of independent public accountants to furnish to the Agents, the Forward Sellers and the Forward Purchasers a “comfort” letter, dated as of the applicable Bring-Down Delivery 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, delivered on such Principal Settlement Date, addressing such matters as the Agents, the Forward Sellers and the Forward Purchasers 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 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, the Forward Sellers and the Forward Purchasers 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 Forward Seller and Forward Purchaser or the time an Agent or relevant Forward Seller and Forward Purchaser 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 an Agent or Forward Seller and Forward Purchaser 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, the Forward Sellers or the Forward Purchasers 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 or Forward Hedge Selling Period 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) or acquired properties or assets, 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 Sellers and sale under the securities laws of such jurisdictions Forward Purchasers and (ii) at each Bring-Down Delivery Date and otherwise as the Underwriters Agents, the Forward Sellers and the Forward Purchasers 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) or as a dealer in securities in any jurisdiction in which it is not so qualifiedacquired properties or assets, 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, the Forward Sellers and the Forward Purchasers and their counsel. (g) The costs Company shall disclose, in its quarterly reports on Form 10-Q 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 its annual reports on Form 10-K 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 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 such. Subject to compliance by each Underwriter with Section 4(b)(iv) and (vi) hereofAgents, the Company will file all such Computational Materials Forward Sellers and ABS Term Sheets within the time period allotted for such filing pursuant to the No-Action LettersForward Purchasers. Subject to compliance by each Underwriter with Section 4(b)(iv) and (vi) hereofThe Agents, the Company represents Forward Sellers and warrants that, to the extent required by the No-Action Letters, Forward Purchasers will provide the Company has timely filed with such notice (which may be oral, and in such case, will be confirmed via e-mail as soon as reasonably practicable thereafter) as is reasonably practicable under the Commission any Collateral Term Sheets previously delivered circumstances when requesting an opinion, letter or other document referred 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 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. 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. Xxxxxxxxx and Xxxxxxxx, 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 “xxxxx 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 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 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 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)), 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 shall be required 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) 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 not, without the prior written consent of the Representatives, offer for sale, sell or enter into any agreement to sell, or otherwise dispose of, any equity securities of the Company, except for (A) the Shares and (B) shares issuable upon exercise of options currently outstanding under the employee stock option plan. (i) The Company will file any documents furnish to its security holders annual reports containing financial statements audited by independent public accountants and any amendments thereof as 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 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 filed 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-K. (k) The Company will promptly provide you with copies of all correspondence to and from, and all documents issued to and by, the SEC in connection with the registration of the Shares under the 1933 Act. (l) Prior to the Closing Date (and, if applicable, the Option Closing Date), the Company will furnish to you, as soon as they have been prepared, copies of any unaudited interim consolidated financial statements of the Company and its subsidiaries for any periods subsequent to the periods covered by it 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 Nasdaq National Market. (o) The Company will cause its directors and 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 1933 Act and the Securities Exchange Act of 1934, as amended (the "1934 Act"extent specifically authorized by such person's respective lock-up agreement), and the rules Company and regulations Selling Securityholders 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 X.X. Xxxxxxx & 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 Commission 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 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 shall both file all such Computational Materials an Abbreviated Registration Statement with the SEC in compliance with Rule 462(b) and ABS Term Sheets within 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 period allotted for such filing pursuant to the No-Action Letters. Subject to compliance that confirmations are given or sent, as specified 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) hereofRule 462(b)(2).

Additional Covenants of the Company. The Company further covenants and agrees with the respective Underwriters thatXxxxxxx as follows: (a) During Each issuance of a Transaction Notice by the Company shall be deemed to be an affirmation that the representations and warranties of the Company herein contained and contained in any certificate delivered to Xxxxxxx pursuant hereto are true and correct at the Notice Time, and an undertaking that such period following representations and warranties will be true and correct on any Closing Date (subject only to Section 4(i) above), and at the time of delivery to Xxxxxxx of Remaining Shares pursuant to the Transaction 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, any Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of such Transaction Notice). (b) Upon the filing with the Commission of the Company’s Annual Report on Form 10‑K and, if requested by Xxxxxxx, each other time that the Registration Statement, any Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus shall be amended or supplemented (including by the filing of any Incorporated Document (subject to the proviso at the end of this subsection (b) in the case of a Current Report on Form 8‑K), but excluding any amendment or supplement in connection with an offering of securities other than the Remaining Shares or any prospectus supplement relating solely to the offering of Remaining Shares pursuant to a Transaction Notice), as promptly as reasonably practicable, the Company shall furnish or cause to be furnished to Xxxxxxx forthwith a certificate, dated on or after the date of this Agreement filing with the Commission or the date of effectiveness of such amendment or supplement, as applicable, in form satisfactory to Xxxxxxx, certifying as to the matters set forth in Exhibit B hereto at or subsequent to the time of the filing or effectiveness of such amendment or supplement, as applicable, (except that such statements shall be deemed to relate to the Registration Statement, any Basic Prospectus, 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) hereof, modified as necessary to relate to the Registration Statement, any Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificate; provided that, the Company will not be required to furnish such a certificate to Xxxxxxx 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 either a Transaction Notice is in effect or a Prospectus relating to the Remaining 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) Xxxxxxx 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 Upon the filing with the Commission during of the Prospectus Delivery Period any amendment Company’s Annual Report on Form 10‑K and, if requested by Xxxxxxx, upon the filing with the Commission of a Quarterly Report on Form 10‑Q, as promptly as reasonably practicable, the Company shall furnish or supplement cause to be furnished forthwith to Xxxxxxx the written opinion of Xxxxxxx X. Xxxxxx, Esq., Senior Vice President, General Counsel & Secretary and Xxxxxx, Xxxxx & Xxxxxxx LLP, or other counsel satisfactory to Xxxxxxx, dated the date of filing with the Commission, in form and substance satisfactory to Xxxxxxx, of the same tenor as the opinions referred to in Section 5(b) hereof, but modified as necessary to relate to the Registration Statement relating to or covering the Certificates (other than an amendment by reason of Rule 429 under the 1933 Act) or Statement, any amendment or supplement to the Basic Prospectus, 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 opinion or, in lieu of such opinion, counsel last furnishing such opinion to Xxxxxxx shall furnish Xxxxxxx with a letter substantially to the effect that Xxxxxxx 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, any Basic Prospectus, 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 objectletter authorizing reliance). (d) The Company will advise If requested by Xxxxxxx, as soon as practicable after the Underwriters promptly filing with the Commission of the Company’s Annual Report on Form 10‑K, a Quarterly Report on Form 10‑Q, or a Current Report on Form 8‑K that includes financial statements (excluding (i) whenany financial statements which are furnished and not filed and (ii) any financial statements of any acquired business), during the Prospectus Delivery Period, any post-effective amendment Company shall cause PricewaterhouseCoopers LLP promptly to furnish to Xxxxxxx a comfort letter in a form reasonably satisfactory to Xxxxxxx that relates to the Registration Statement relating to or covering the Certificates (other than Statement, any amendment by reason of Rule 429 under the 1933 Act) becomes effectiveBasic Prospectus, (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 Permitted Free Writing Prospectus as amended and supplemented to the Certificates, (iii) date 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 misleadingletter. (e) If, during The Company shall give a written notice to Xxxxxxx of the Prospectus Delivery Periodissuance of any authorization by the MPUC relating to the authority of the Company to issue and sell shares of Common Stock. Following the issuance of such authorization, the Commission issues an order suspending the effectiveness legal opinions of the Registration Statement, the Company will make every reasonable effort counsel attached hereto as Exhibits C and D shall be respectively modified to obtain the lifting of that order at the earliest possible timereflect such authorization. (f) The Company will endeavor To disclose in its Quarterly Reports on Form 10‑Q and in its Annual Report on Form 10‑K the number of the Remaining Shares sold through Xxxxxxx under this Agreement and the net proceeds 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 from the sale of the Remaining Shares pursuant 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 qualifiedthis Agreement during the relevant quarter. (g) The costs and expenses associated with the transactions contemplated by this Agreement Company 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 not be required to be filed by it deliver the documents listed in Sections 6(b), 6(c), 6(d) and 6(e) if the Company notifies Xxxxxxx pursuant to Section 11 that the 1933 Act and Company does not intend to sell Remaining Shares pursuant to this Agreement during the Securities Exchange Act of 1934current fiscal quarter, as amended (provided that if the "1934 Act"Company subsequently elects to sell Remaining Shares pursuant to this Agreement during such fiscal quarter the documents required by Sections 6(b), and the rules and regulations of the Commission under the 1933 Act and the 1934 Act6(c), 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)(iv6(d) and (vi6(e) 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 shall be delivered to it as contemplated by Section 4(b)(iv) hereofXxxxxxx.

Additional Covenants of the Company. The Company covenants with the respective Underwriters that: (a) During such period If the Shares or any other securities then subject to the Option are then listed on the HSE, the Company, upon the occurrence of an Exercise Event, will promptly file an application to list on the HSE the Shares or other securities then subject to the Option, following the date of this Agreement in which any Prospectus is required due issuance thereof and will use all reasonable efforts to cause such 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 (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 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 reasonably satisfactory indemnification, and upon surrender and cancellation of this Agreement, if mutilated, the occurrence, during the Prospectus Delivery Period, Company will execute and deliver a new 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 misleadinglike tenor and date. (e) IfThe Company agrees that, during the Prospectus Delivery PeriodOption Term, the Commission issues an order suspending the effectiveness it shall not sell any of the Registration Statement, Option Shares except to Grantee upon exercise of the Company will make every reasonable effort to obtain Option or upon receipt of the lifting consent 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 Grantee pursuant to the 1933 Act and the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the rules and regulations Section 6.21 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) hereofMerger Agreement.

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 Xxxxxx 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 Xxxxxx shall be responsible only for the costs and expenses actually incurred by it, including, without limitation, the fees and disbursements of Xxxxxx & Xxxxxxx 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 covenants with the respective Underwriters agrees that: (a) During such period following each acceptance by it of an offer for the date purchase of this Agreement in which any Prospectus is required Securities hereunder shall be deemed 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 an affirmation 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 no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or shall be pending or, to the initiation or threat Company's knowledge, threatened at the time of any such acceptance and that the representations and warranties of the Company contained in this Agreement are true and correct at and as of the time of such acceptance and an undertaking that no such stop order proceedingor proceeding shall have been issued or instituted or shall be pending or, to the Company's knowledge, threatened and that such representations and warranties will be true and correct at the time of delivery to the purchaser or the pur chaser's agent of the Securities relating to such acceptance, as though made at and as of each such time (except that such statement and such representations and warranties shall be deemed to relate to the Regis tration Statement and the Prospectus as amended and supplemented to each such time); provided that no representations and warranties shall be made with respect to the matters set forth in subclauses (i), (ivii) and (iii) of receipt Section 1(b) of this Agreement; and each such acceptance by the Company of an offer for the purchase of Securities shall be deemed to constitute an additional representation, warranty and agreement by the Company that, as of the Settlement Date for the sale of such Securities, after giving effect to the issuance of such Securities, of any notification other Securities to be issued on or prior to such Settlement Date and of any other Registered Securities to be issued and sold by the Company on or prior to such Settlement Date, the aggregate amount of Registered Securities (including any Securities) which have been issued and sold by the Company will not exceed the amount of Registered Securities registered pursuant to the Registration Statement; (b) so long as a Prospectus relating to the Securities is required to be delivered, or may in the future be required to be delivered, under the Act, each time that the Registration Statement or the Prospectus shall be amended or supplemented with respect to the suspension Securities including the filing of Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and, if requested by an Agent, Current Reports on Form 8-K, but excluding (i) a Pricing Supplement (as such term is defined in 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 first supplement to the Prospectus Delivery Periodrelating to the Securities) or (ii) any Current Report on Form 8-K that does no more than file exhibits to the Registration Statement the Company shall furnish or cause to be furnished forthwith to the Agents a certificate in form satisfactory to the Agents to the effect that the statements contained in the certificates referred to in Section 5(e)(iii) hereof which were last furnished to the Agents are true and correct at the time of such amendment or supplement as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time); (c) subject to paragraph (h) below, of any event so long as a Prospectus relating to the Securities is required to be delivered, or may in the future be required to be delivered, under the Act, each time that makes untrue any statement of a material fact made in the Registration Statement or any the Prospectus shall be amended or that requires the making of a change in or addition supplemented with respect to the Registration Statement or any Prospectus in order to make any material statement therein not misleading. (e) IfSecurities, 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, including the filing with the Commission pursuant to a of any Quarterly Report on Form 10-Q, Annual Report on Form 10-K and, if requested by an Agent, Current Report on Form 8-K, subject but excluding (i) a Pricing Supplement or (ii) any Current Report on Form 8-K that does no more than file exhibits 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) hereofRegistration Statement, the Company will file all shall furnish or cause to be furnished forthwith to the Agents a written opinion of the Senior Vice President and General Counsel or the Assistant General Counsel of the Company, or other counsel satisfactory to the Agents, dated the date of delivery of such Computational Materials opinion, in form satisfactory to the Agents in their reasonable judgment, of the same tenor as the opinion referred to in Section 5(e)(i) hereof but modified to relate to the Registration Statement and ABS Term Sheets within the Prospectus as amended and supplemented to the time period allotted for of delivery of such filing pursuant opinion or, in lieu of such opinion, such counsel shall furnish the Agents with a letter to the No-Action Letters. Subject effect that the Agents may rely on such last opinion to compliance the same extent as though it were dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registra tion Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance); (d) subject to paragraph (h) below, so long as a Prospectus relating to the Securities is required to be delivered, or may in the future be required to be delivered, under the Act, each time that the Registration Statement or the Prospectus shall be amended or supplemented with respect to the Securities to set forth or incorporate by each Underwriter with Section 4(b)(iv) and (vi) hereofreference financial information included in or derived from the Company's consolidated financial statements, the Company represents shall cause Deloitte & Touche or a successor firm forthwith to furnish the Agents with a letter, dated the date of filing of such amendment or supplement with the Commission, in form satisfactory to the Agents in their reasonable judgment, of the same tenor as the letter referred to in Section 5(b) hereof but modified to relate to the Registration Statement and warrants thatthe 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, to the extent required such financial statements and other information are available as of a date not more than five business days prior to the date of such letter; provided that if the Registration Statement or the Prospectus are amended or supplemented solely to include or incorporate by reference financial information as of and for a fiscal quarter, Deloitte & Touche may limit the Noscope of such letter, which shall be satisfactory in form to the Agents in their reasonable judgment, to the unaudited financial statements, notes thereto and the management's discussion and analysis relating thereto, in each case included in such amendment or supplement unless any other information included or incorporated by reference therein of an accounting, financial or statistical nature is of such a nature that, in the reasonable judgment of the Agents, such letter should cover such other information; (e) the obligations of the purchasers or the Agents, as the case may be, to purchase and pay for any Securities hereunder will be subject to the condition that during the period of time after the Company has accepted an offer to purchase Securities pursuant to the provisions of the Procedures and prior to the time the purchasers or the Agents, as the case may be, have made payment for the Securities pursuant to the provi sions of the Procedures there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Company or its subsidiaries which, in the judgment of any Agent, materially impairs the investment quality of the Securities; (ii) any downgrading in the rating or placement under creditwatch (other than such a placement with positive implications) of the Company's debt securities by Moody's Investors Service, Xxx., or Standard & Poor's Corporation; (iii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange or any suspension of trading of any securities of the Company on any exchange or in the over-Action Lettersthe-counter market; (iv) any banking moratorium declared by Federal or New York authorities; (v) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the judgment of any Agent, the effect of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities; or (vi) any material adverse change in the financial markets in the United States. (f) on each Settlement Date for the sale of Securities, the Company has timely filed shall, if requested by an Agent that solicited or received the offer to purchase any Securities being delivered on such Settlement Date, furnish such Agent with a written opinion of counsel of the Commission any Collateral Term Sheets previously delivered Company, dated the date of delivery thereof, in form satisfactory to it as contemplated by such Agent, to the effect set forth in clauses (A) and (B) of Section 4(b)(iv5(e)(i) hereof, but modified, as necessary, to relate to the Prospectus as amended or supplemented at such Settlement Date and except that such opinion shall state that the Securities being sold by the Company on such Settlement Date, when delivered against payment therefor as provided in the Indenture and this Agreement, will have been duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, subject only to the exceptions as to enforcement set forth in clause (B) of Section 5(e)(i) hereof, and conform to the description thereof contained in the Prospectus as amended or supplemented at such Settlement Date; and (g) the Company agrees that any obligation of a person who has agreed to purchase Securities to make payment for and take delivery of such Securities shall be subject to the satisfaction, on the related Settle ment Date, of each of the conditions set forth in Sections 5(a) and (c), it being understood that under no circumstance shall any Agent have any duty or obligation to exercise the judgment permitted under Section 5(a) on behalf of any such person. (h) the Company shall be entitled to suspend its obligations under the foregoing paragraphs (b), (c) and (d) if (i) the Agents have suspended solicitation of purchases of the Securities in their capacity as Agents pursuant to a request from the Company, and (ii) no Agent shall hold any Securities as principal or have purchased and not resold Securities pursuant to a Terms Agreement; the Company shall resume compliance with such paragraphs at such time as the Company shall determine and notify the Agents that the solicitation of purchases of the Securities should be resumed or shall subsequently enter into a new Terms Agreement with an Agent, and compliance with such paragraphs with respect to the immediately preceding fiscal quarter or year end shall be a condition to the Agents' obligations.

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 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) 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, if not included in such opinion, negative assurance letter of Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxx LLP, counsel to the Prospectus Company, the written opinion of the General Counsel of the Company, and 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 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 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 its independent public accountants to furnish to the Agent 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 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 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, 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 its independent public accountants (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 its independent public accountants (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 on Form 10-K 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 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 Time of Sale and Settlement Date applicable to the Shares to which the Transaction Notice or Terms Agreement relates, 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 Company shall not be required to furnish such a certificate to JPMS in connection with the filing of a Current Report on Form 8-K unless (A) 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 Securities Act and (B) 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 Each Bring-Down Delivery Date, the Company shall, unless JPMS agrees otherwise, cause to filing with be furnished to JPMS the Commission during written opinion and negative assurance letter of Xxxxxxxx Chance US LLP or K&L Gates LLP, counsel to the Prospectus Company, 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 opinion and letter referred to in Section 5(a)(ii) and Section 5(a)(iii) hereof, respectively, 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 (iapplicable Bring-Down Delivery Date, of the same tenor as the letter referred to in Section 5(a)(iv) whenhereof, during the Prospectus Delivery Period, any post-effective amendment but modified to relate to the Registration Statement relating to or covering the Certificates (other than any amendment by reason of Rule 429 under the 1933 Act) becomes effectiveStatement, (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 Permitted Free Writing Prospectus as amended and supplemented to the Certificates, (iii) date 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 misleadingletter. (e) IfThe 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 hereby or any Terms Agreement, during including, without limitation, (i) at the Prospectus Delivery Periodcommencement of each intended Purchase Date and any Time of Sale or Settlement Date, the Commission issues an order suspending the effectiveness making available appropriate corporate officers of the Registration StatementCompany and, upon reasonable request, representatives of Deloitte & Touche 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 making available documents and appropriate corporate officers of the Company will make every reasonable effort to obtain the lifting and representatives of that order at the earliest possible timeDeloitte & Touche LLP for one or more due diligence sessions with representatives of JPMS and its counsel. (f) The Company will endeavor to qualify shall disclose, in its quarterly reports on Form 10-Q, in its annual report on Form 10-K and/or, at the Certificates for offer and sale under the securities laws of such jurisdictions as the Underwriters may reasonably request; providedCompany’s option, 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 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 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 UBSREI, LBHI and LBHI, Wachovia 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.