Exhibit 10.1


 


EXECUTION VERSION


 


THIRD
FORBEARANCE AGREEMENT


 


THIS THIRD FORBEARANCE
AGREEMENT, dated as of June 1, 2020 (this “Agreement”), by and among MFA Financial, Inc. and its
undersigned affiliates, jointly and severally (each, a “Seller Entity,” and collectively, the “Companies”),
and the buyer parties listed on Schedule 1 hereto (collectively, the “Participating Counterparties”),
recites and provides as follows:


 


RECITALS


 


A.            The
Companies are party to various repurchase agreements and other related agreements with the Participating Counterparties, as well
as certain other agreements with the Participating Counterparties, including those set forth on Schedule 2 (such agreements,
collectively, the “Applicable Agreements”).


 


B.            The
Companies are party to that certain Forbearance Agreement, dated as of April 10, 2020 (the “First Forbearance Agreement”),
with certain buyer parties listed on Schedule 1 thereto (the “First Forbearance Counterparties”), and
the forbearance period under the First Forbearance Agreement ended on April 27, 2020.


 


C.            The
Companies are party to that certain Second Forbearance Agreement, dated as of April 27, 2020 (the “Second Forbearance
Agreement”), with certain buyer parties listed on Schedule 1 thereto (the “Second Forbearance Counterparties”),
and the forbearance period under the Second Forbearance Agreement is scheduled to end on June 1, 2020.


 


D.            The
Companies acknowledge and agree that various defaults and/or events of default exist or are likely to exist, or with the passage
of time will or are likely to occur, under the terms of one or more of the Applicable Agreements with Participating Counterparties,
including without limitation on account of (i) the failure by one or more Seller Entities to make certain payments to the
applicable Participating Counterparties under the Applicable Agreements related to margin calls, requests for payments, other
payment provisions, financial covenants, or termination provisions, (ii) the failure by one or more Seller Entities to deliver
certain notices to Participating Counterparties, and/or (iii) cross-default provisions under the Applicable Agreements (collectively,
the “Acknowledged Events of Default”).


 


E.            The
Companies have requested that the Participating Counterparties forbear from exercising any and all rights and remedies under the
Applicable Agreements or applicable law relating to any or all of the Acknowledged Events of Default, unless as otherwise provided
in this Agreement.


 


F.            The
Participating Counterparties have agreed to forbear from exercising their rights and remedies with respect to the Acknowledged
Events of Default solely during the Forbearance Period (as defined below) on the terms and subject to the conditions set forth
in this Agreement.


 






     


     


    

 


AGREEMENT


 


NOW, THEREFORE, for
and in consideration of the promises, mutual covenants, releases, and agreements herein, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


1.            Forbearance.
From and after the Effective Date (as defined below) and through the earlier of: (i) 4:30 p.m. Eastern Daylight Time
on June 26, 2020, (ii) 4:30 p.m. Eastern Daylight Time on the third business day after the occurrence of the matters
set forth on Schedule 3, and (iii) the occurrence and continuance of a Triggering Event (as defined herein) (the “Forbearance
Period”), each of the Participating Counterparties shall and hereby agrees to forbear from exercising any of its rights
or remedies, as applicable, under its respective Applicable Agreements in respect of the Acknowledged Events of Default; provided
that, without limiting and subject to the foregoing, each Participating Counterparty shall be permitted during the Forbearance
Period to request, demand, or provide notice of margin, collateral or payments under the Applicable Agreements or other applicable
law; provided further that nothing contained herein will prevent a Participating Counterparty from exercising any such rights
or remedies that are required by FINRA Rule 4210 as long as the applicable Participating Counterparty has exercised good
faith efforts to obtain a waiver of, an extension pursuant to, or to otherwise excuse compliance with, FINRA Rule 4210.


 


Except as expressly
set forth in this Agreement, nothing contained in this Agreement shall be deemed to constitute a waiver of any Acknowledged Event
of Default or any other default, event of default or termination event under any of the Applicable Agreements or an amendment,
supplement or modification of any term or condition of any of the Applicable Agreements. Upon the termination of the Forbearance
Period, the agreement of the Participating Counterparties to forbear as set forth in this Section 1 shall be void ab initio
and immediately terminate without the requirement of any demand, presentment, protest, or notice of any kind (including any
written notice of such termination or any obligation to provide notice of any default, event of default, termination event or
exercise of remedies that may be required under such Applicable Agreement), all of which are hereby waived by the Companies. The
Companies hereby acknowledge and agree that, upon the termination of the Forbearance Period, the Participating Counterparties
that are party hereto may at any time, and from time to time, in their sole and absolute discretion, with respect to the Acknowledged
Events of Default or any other default or event of default that may have occurred under the Applicable Agreements, exercise against
any applicable Seller Entity (and its properties) any and all of their rights, remedies, powers and privileges under and in accordance
with such Applicable Agreements, applicable law and/or equity, all of which rights, remedies, powers and privileges are fully
reserved by each of the Participating Counterparties, and without regard to any grace or notice periods provided under such Applicable
Agreements, all of which shall be deemed to have expired.


 


2.            Security
Interest. Pursuant and subject to the terms of the First Forbearance Agreement and the Security and Collateral Agency
Agreement, the Companies granted a security interest in the Designated Assets (as defined in the First Forbearance Agreement)
to the Collateral Agent and its successors and assigns, for the benefit of the First Forbearance Counterparties in accordance
with their respective Pro Rata Realized Losses. With respect to the security interest granted by the Companies, (i) during
the Forbearance Period, the Companies shall have full power and authority to use cash collateral (as that term is defined in section
363(a) of title 11 of the United States Code (the “Bankruptcy Code”)) in accordance with the budget annexed
hereto as Schedule 4, subject to the variances set forth therein, and to make payments to professionals of Participating
Counterparties regardless of whether such amounts are included in the budget, and (ii) upon the expiration of the Forbearance
Period, the lien on the Designated Assets shall be subject to a customary carveout for professional fees and other wind-down expenses
as set forth more particularly in Section 7.3 of the Security and Collateral Agency Agreement. For the avoidance of doubt,
during the Forbearance Period, in no event shall any Participating Counterparty have any contractual rights to enforce any provisions
of any Collateral Contract to which such Participating Counterparty is not a party, and the Participating Counterparties’
rights with respect to the Collateral Contracts (as defined in the First Forbearance Agreement) to which they are not a party
are solely rights to receive what Companies receive under such Collateral Contracts. For the further avoidance of doubt, this
Agreement constitutes an “Additional Forbearance Agreement” as such term is defined in the First Forbearance Agreement
and in the Security and Collateral Agency Agreement.


 






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3.            Conditions
to Effectiveness. This Agreement shall become effective as of the date (the “Effective Date”) on which
the following conditions shall have been satisfied or waived in writing by the Participating Counterparties:


 


		(a)	the execution of this Agreement
                                         by the Companies and at least one First Forbearance Counterparty, provided that, with
                                         respect to a Participating Counterparty that executes a counterpart of this Agreement
                                         within one (1) business day after the Effective Date, (i) this Agreement shall
                                         be effective as to such Participating Counterparty upon such execution by such Participating
                                         Counterparty and (ii) the Companies shall provide updated versions of Schedule
                                         1 and Schedule 2 to all of the Participating Counterparties within one (1) business
                                         day after execution by such Participating Counterparty;



 


		(b)	the security interests granted
                                         pursuant to the First Forbearance Agreement and the Security and Collateral Agency Agreement
                                         shall have been perfected (in the case of any assets that can be perfected with a UCC
                                         filing) or are being perfected in accordance with the Security Documents;



 


		(c)	any default or event of default
                                         that has occurred and is continuing under the Applicable Agreements other than the Acknowledged
                                         Events of Default that has been expressly waived by the applicable Participating Counterparty
                                         is set forth in Schedule 8;



 


		(d)	to the extent invoiced at least
                                         one business day prior to the Effective Date, the Companies shall have paid the reasonable
                                         fees and out-of-pocket expenses of counsel and other professional advisors to each Participating
                                         Counterparty; and



 


		(e)	immediately before and after giving
                                         effect to this Agreement, the representations and warranties of the Companies set forth
                                         in Section 8 and 9 herein shall be true and correct in all material respects on
                                         and as of the Effective Date.



 






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4.            Common
Interest Rate. During the Forbearance Period, notwithstanding any term in any Applicable Agreement to the contrary, the
rate of interest or the pricing rate that shall accrue on any and all obligations of any Seller Entity owed to each Participating
Counterparty under such Applicable Agreement shall be the sum of (i) LIBOR (as defined and determined pursuant to the terms
of each Applicable Agreement) plus (ii) 5% (the “Common Rate”). Notwithstanding the first sentence of
this Section 4, during the Forbearance Period, the obligations owing under each Applicable Agreement shall accrue at the
greater of the Common Rate or the rate of interest the related Participating Counterparty is entitled to charge thereunder (the
 “Contractual Rate”), but the obligation of the Seller Entities to pay any excess in the amount of interest
accrued at the Contractual Rate over the amount of interest accrued at the Common Rate shall be deferred for each Participating
Counterparty until, and shall be payable to such Participating Counterparty upon, the termination of the Forbearance Period. During
the Forbearance Period, to the extent the income, funds, cash collateral and other proceeds received under or in connection with
an Applicable Agreement and/or Applicable Assets thereunder is insufficient to pay the Common Rate due on the applicable due date
under such Applicable Agreement, the applicable Seller Entity shall pay such unpaid amount on such due date.


 


5.            Agreement
to Extend Maturity. During the Forbearance Period, notwithstanding any term in any Applicable Agreement to the contrary,
each Participating Counterparty agrees to extend the maturity dates of each of its Applicable Agreements until the end of the
Forbearance Period. Each Participating Counterparty shall instruct the applicable prime brokerage to treat the terms of each of
its Applicable Agreements as having been overridden as set forth in this Section 5.


 


6.            Application
of Designated Assets. Following liquidation thereof pursuant to the Security and Collateral Agency Agreement, the
Designated Assets shall be applied and paid to Participating Counterparties based upon each Participating Counterparty’s
Pro Rata Realized Losses. In addition, as set forth in the First Forbearance Agreement, with respect to any First Forbearance
Counterparty that was not a Second Forbearance Counterparty, the Designated Assets to be applied and paid to such First Forbearance
Counterparty shall be calculated based upon fifty percent of the Designated Assets. For the avoidance of doubt, although the application
and payment of Designated Assets shall be calculated as set forth in this Section 6 and Section 6 of the First Forbearance
Agreement, a First Forbearance Counterparty that did not execute the Second Forbearance Agreement shall not, and shall not be
deemed to waive, release or otherwise modify the security interest in and lien on the Designated Assets or its claims under its
Applicable Agreements. For each Second Forbearance Counterparty, the Designated Assets to be applied and paid to such Second Forbearance
Counterparty shall be calculated based on one hundred percent of the Designated Assets.


 


7.            Dispositions
of Collateral.


 


		(a)	Subject to advance written notice
                                         to all Participating Counterparties, the Companies and a Participating Counterparty may
                                         agree to terminate a transaction pursuant to an Applicable Agreement (“Applicable
                                         Transaction”) in whole or in part through a liquidation, close-out, optional
                                         termination or the sale of, in each case, all or a portion of the assets (including,
                                         without limitation, cash) subject to such Applicable Agreement (“Applicable
                                         Assets”), provided that (x) each sale of the Applicable Assets shall be
                                         made on an arm’s length basis by the Companies on customary market terms (which
                                         may include sales to affiliates of the Companies or the Participating Counterparties
                                         and/or the credit bidding of assets by the Participating Counterparties) and (y) unless
                                         otherwise approved by the Required Counterparties, no such sale will result in a loss
                                         in excess of the amounts set forth in Section 7(b) below.



 






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		(b)	The Required Counterparties shall
                                         be deemed to have approved (i) the sale of a Loan Asset or a pool of Loan Assets
                                         provided that such sale does not result in a loss in excess of 1% of the Participating
                                         Counterparty’s Loan Balance, and (ii) the sale of Securities Assets to the
                                         extent that such sale does not result in an Aggregate Securities Net Loss in excess of
                                         10% of the Participating Counterparty’s Securities Balance.



 


		(c)	Within two (2) business days
                                         after settlement of a sale in accordance with this Section 7, the Companies shall
                                         send a report detailing any gains and/or losses and the then current outstanding amounts
                                         due under the related Applicable Agreements in form and substance reasonably acceptable
                                         to the parties.



 


		(d)	All proceeds of any such termination
                                         described above (net of reasonable and customary expenses (if any) in connection with
                                         the applicable disposition) shall be remitted to and applied by the relevant Participating
                                         Counterparty as follows: (i) first, to the outstanding repurchase price in respect
                                         of the disposed Applicable Assets, (ii) second, to outstanding margin deficits with
                                         respect to such Applicable Agreement, (iii) third, to all other obligations owed
                                         under such Applicable Agreement, (iv) fourth, to all other obligations owed by the
                                         Companies or their affiliates to the relevant Participating Counterparty or its affiliates
                                         under any other Applicable Agreement (regardless of whether the applicable Participating
                                         Counterparty or such affiliate has a contractual right to do so under the Applicable
                                         Agreements or any other agreement with any of the Companies), and (v) fifth, after
                                         termination of all of a Participating Counterparty’s Applicable Agreements, satisfaction
                                         of all obligations thereunder, and application of all remaining proceeds in accordance
                                         with the foregoing, any further proceeds shall be subject to the lien and security interest
                                         granted in Section 2 of the First Forbearance Agreement and any such excess cash
                                         proceeds shall be remitted directly to Deposit Accounts (as defined in the Security and
                                         Collateral Agency Agreement) that are subject to Deposit Account Control Agreements (as
                                         defined in the Security and Collateral Agency Agreement).



 


		(e)	The Companies and the Participating
                                         Counterparties will reasonably cooperate to facilitate the sales contemplated in this
                                         Section 7 and any sales executed prior to the Effective Date, and the Companies
                                         shall use best efforts to receive the consent of the Required Counterparties as required
                                         in Section 7(b) above.



 


		(f)	Further, all cash collateral that
                                         is held by any Participating Counterparty or any affiliate thereof in connection with
                                         any Applicable Agreement shall be applied by the relevant Participating Counterparty
                                         in accordance with the foregoing.



 






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8.            Representations
and Agreements of the Companies. Each of the Companies hereby represents and warrants that each of the following statements
is true, accurate and complete as of the date hereof: 


 


		(a)	Each of the Companies understands
                                         the temporary nature of the provisions of this Agreement and recognizes that no Participating
                                         Counterparty has any obligation to expand or extend any of the terms hereof;



 


		(b)	There are no material agreements
                                         between the Companies and any other counterparties that have not been disclosed to the
                                         Participating Counterparties;



 


		(c)	The Companies are in good standing
                                         with respect to any governmental or other agency which may regulate them; and



 


		(d)	The Companies have not received
                                         any notice of default or event of default under any Applicable Agreements and the Companies
                                         have not received any notice of default relating to any other indebtedness, except as
                                         specified in Schedule 5.



 


9.            Representations
and Warranties by All Parties. Each of the parties hereto hereby represents and warrants that each of the following statements
is true, accurate and complete as to such party as of the date hereof:


 


		(a)	Such party has carefully read and
                                         fully understood all of the terms and conditions of this Agreement;



 


		(b)	Such party has consulted with,
                                         or had a full and fair opportunity to consult with, an attorney regarding the terms and
                                         conditions of this Agreement;



 


		(c)	Such party has had a full and fair
                                         opportunity to participate in the drafting of this Agreement;



 


		(d)	Such party is freely, voluntarily,
                                         knowingly, and intelligently entering into this Agreement;



 


		(e)	In entering into this Agreement,
                                         such party has not relied upon any representation, warranty, covenant or agreement not
                                         expressly set forth herein or in its respective Applicable Agreement;



 


		(f)	This Agreement has been duly authorized
                                         and validly executed and delivered by such party and constitutes each such party’s
                                         legal, valid and binding obligation, enforceable in accordance with its terms;



 


		(g)	Such party is executing this Agreement
                                         and agreeing to be bound on account of all Applicable Agreements to which it is a party;
                                         and



 


		(h)	Such party is duly organized, validly
                                         existing and in good standing under the laws of its jurisdiction of formation and has
                                         the full power and legal authority to execute this Agreement, consummate the transactions
                                         contemplated hereby, and perform its obligations hereunder.



 






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10.           Covenants
by the Companies. The Companies hereby covenant that, during the Forbearance Period:


 


		(a)	no later than June 15, 2020,
                                         the matters set forth in Schedule 7 shall have occurred or the Companies shall
                                         make a payment to reduce the principal balance owed to each Participating Counterparty
                                         in an amount equal to its Pro Rata UPB Share of $100 million;



 


		(b)	no dividend or other distribution
                                         shall be made on any preferred or common stock of any Seller Entity;



 


		(c)	the independent directors of any
                                         Seller Entity shall be paid only with common stock in such Seller Entity, except with
                                         respect to Independent Directors of special purpose entity Seller Entity subsidiaries
                                         of MFA Financial, Inc.;



 


		(d)	in connection with a Non-Participating
                                         Counterparty’s agreement to waive, or forbear from exercising remedies with respect
                                         to, a default or potential default under a repurchase agreement or similar agreement
                                         with such Non-Participating Counterparty, if any of the Companies agrees (x) to
                                         provide any benefit or consideration to such Non-Participating Counterparty that is more
                                         favorable than the consideration or benefits offered hereunder (including, without limitation,
                                         the benefit of a forbearance period of shorter duration than the Forbearance Period and
                                         the payment of any fees in connection with such waiver or forbearance) or (y) to
                                         any terms or conditions with such Non-Participating Counterparty that are more favorable
                                         than the terms set forth in this Agreement, (i) the Companies shall provide advance
                                         written notice to the Participating Counterparties of such consideration, benefit, terms
                                         or conditions and (ii) such consideration, benefit, terms or condition shall be
                                         deemed incorporated herein and each of the Participating Counterparties shall be provided
                                         with such consideration or benefit on the same terms as such Non-Participating Counterparty,
                                         without the need of any further action on the part of any party, except that the Companies
                                         shall take such actions as may be necessary or reasonably requested by any Participating
                                         Counterparty to perfect the rights of the Participating Counterparties in and to such
                                         benefits, and provided, further, for the avoidance of doubt, that neither the First Forbearance
                                         Agreement nor the Second Forbearance Agreement constitute an agreement with a Non-Participating
                                         Counterparty for purposes of this Section 10(d);



 


		(e)	the Companies shall cooperate fully
                                         with the Participating Counterparties and their respective agents and professionals (legal
                                         and financial), including in connection with any financial review or appraisal of the
                                         businesses, assets or financial condition of the Companies, to provide the Participating
                                         Counterparties and their respective agents and professionals with all reasonably requested
                                         information, in all cases at the expense of the Companies. Without limiting the foregoing,
                                         (i) upon the request of any Participating Counterparty, and subject to compliance
                                         with the confidentiality provisions included in such Applicable Agreement, the Companies
                                         shall grant such Participating Counterparty and its respective professionals (including,
                                         without limitation, its lawyers, accountants, appraisers and financial advisors) reasonable
                                         access to, and shall as promptly as practical schedule meetings and conference calls
                                         with, management personnel and any financial advisors or restructuring consultants retained
                                         by the Companies, (ii) the Companies shall on or prior to the Effective Date have
                                         created a data room with outstanding principal balance and asset information in a form
                                         acceptable to the Participating Counterparties, including loan tapes and CUSIP numbers
                                         for all outstanding transactions, and (iii) the Companies’ financial advisor
                                         shall furnish the Participating Counterparties with daily reporting of transactions entered
                                         into by the Companies on the previous business day, including relevant details of any
                                         sales of encumbered assets and repayment of associated financing, principal and interest
                                         cash flows collected from encumbered assets that are used to pay down associated financing,
                                         and other significant cash flows from transactions involving (1) all dispositions
                                         pursuant to Section 7 of this Agreement, (2) settlement of sales of previously
                                         unsettled encumbered or unencumbered assets that occurred prior to execution of this
                                         agreement, (3) settlements or accommodations from financing counterparties not party
                                         to this agreement; (4) cash outflows and related details on payments for general
                                         and administrative or other expenses in the normal course of the Companies’ business
                                         to the extent that they exceed $500,000 on any given day as well as details on any single
                                         expense exceeding $200,000, and (5) consolidated financial balance sheet information
                                         for MFA Financial, Inc., and any other information required to be provided under
                                         any of the Applicable Agreements, including daily reporting on margin calls;



 






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		(f)	the Companies shall pay the reasonable
                                         and documented professional fees and expenses, including legal fees, of each Participating
                                         Counterparty incurred in connection with the consideration of the forbearance provided
                                         for herein (including any diligence and analysis in respect thereof) and the negotiation
                                         and execution of this Agreement and any extension or modification thereof, including
                                         fees and expenses of a financial advisor for the Participating Counterparties;



 


		(g)	no draws shall be made under any
                                         Applicable Agreement of a Participating Counterparty, except with respect to the agreements
                                         set forth in Schedule 6 hereto;



 


		(h)	unless otherwise agreed upon by
                                         the Participating Counterparties, the Companies shall make no draws upon or otherwise
                                         access extensions of credit, including any further sales or repurchases, including, without
                                         limitation, from affiliates, except with respect to the agreements set forth in Schedule
                                         6 hereto;



 


		(i)	unless otherwise agreed upon by
                                         the Participating Counterparties, no payments shall be made to any lender, creditor or
                                         other obligee under any indebtedness obligation of any kind of any of the Companies,
                                         including without limitation to the Participating Counterparties under the Applicable
                                         Agreements (other than as expressly permitted under this Agreement, including payments
                                         contemplated in the budget annexed hereto as Schedule 4);



 


		(j)	all income, funds, cash collateral
                                         and other proceeds received under or in connection with any Applicable Agreement and/or
                                         any Applicable Assets thereunder (including any such income, funds, cash collateral or
                                         other proceeds that are in the possession of the applicable Participating Counterparty
                                         on the date hereof and/or would otherwise be required to be paid to the Companies pursuant
                                         to such Applicable Agreement) shall be applied by the relevant Participating Counterparty
                                         as follows: (i) first, to all accrued and unpaid interest (including price differential)
                                         owed under such Applicable Agreement and hereunder, (ii) second, to outstanding
                                         margin deficits under such Applicable Agreement, (iii) third, to reduce the outstanding
                                         principal amount (including any repurchase price) owed to such Participating Counterparty
                                         under such Applicable Agreement (notwithstanding any principal repayment schedule in
                                         the Applicable Agreement to the contrary), (iv) fourth, to all other obligations
                                         owed by the Companies or their affiliates to the relevant Participating Counterparty
                                         or its affiliates under any other Applicable Agreement (regardless of whether the applicable
                                         Participating Counterparty or such affiliate has a contractual right to do so under the
                                         Applicable Agreements or any other agreement with any of the Companies), including fees
                                         and expenses, and (v) fifth, any further proceeds shall be subject to the lien and
                                         security interest granted in Section 2 of the First Forbearance Agreement; provided,
                                         however, for the avoidance of doubt, except with respect to the payment of interest as
                                         set forth above in Section 4, that during the Forbearance Period payments of interest
                                         (including price differential), principal, and other obligations shall be made from income
                                         and other proceeds in accordance with the foregoing and not based on any due dates, schedules,
                                         or other timing set forth in the Applicable Agreements;



 






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		(k)	upon the reasonable request of
                                         any Participating Counterparty and at the Companies’ expense, shall make, execute,
                                         endorse, acknowledge, file, record, register and/or deliver such agreements, documents,
                                         instruments and further assurances (including, without limitation, financing statements
                                         in applicable jurisdictions, delivery of custodial receipts in the name of and for the
                                         benefit of the Collateral Agent from any custodians holding any mortgage-loan related
                                         assets, delivery, together with endorsements in blank, of all physical securities comprising
                                         Designated Assets, and creation of segregated securities accounts (and the crediting
                                         thereto of all securities constituting Designated Assets) and deposit accounts for any
                                         Designated Assets (and crediting thereto of all cash constituting Designated Assets)
                                         and execution of control agreements for the same) and take such other actions as may
                                         be reasonably appropriate or advisable to create, perfect, preserve or protect the security
                                         interest of the Collateral Agent on behalf of the Participating Counterparties granted
                                         in Section 2 of the First Forbearance Agreement;



 


		(l)	the Companies shall continue to
                                         make a good faith effort to develop a business plan and undertake a deleveraging process
                                         in accordance with their business judgment to accomplish such deleveraging;



 


		(m)	the Companies shall promptly notify
                                         each Participating Counterparty of the occurrence of any Triggering Event and in any
                                         event no later than one business day following the occurrence thereof (or in the case
                                         of a Triggering Event described in clauses (iii) (solely with respect to a voluntary
                                         filing), (vi), (vii), (viii), (xi) or (xiii) of the definition of “Triggering
                                         Event,” one business day prior to such expected filing or payment), which notice
                                         shall state that such Triggering Event occurred and set forth, in reasonable detail,
                                         the facts and circumstances that gave rise to such Triggering Event;



 






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		(n)	the Companies shall promptly, and
                                         in any event no later than one business day after receipt of notice thereof, notify each
                                         Participating Counterparty of any default, event of default, termination notices, enforcement
                                         notices, calculation statements, and related notices and correspondences received by
                                         the Companies in connection with any repurchase agreements with Non-Participating Counterparties
                                         or any material indebtedness of the Companies, or any other agreement that could give
                                         rise to a cross default under any of the foregoing;



 


		(o)	the Companies acknowledge and agree
                                         that New York Governor Andrew Cuomo’s Executive Order No. 202.9, “Continuing
                                         Temporary Suspension and Modification of Laws Relating to Disaster Emergency” is
                                         inapplicable to any of the Applicable Agreements, and that the Companies will not seek
                                         to challenge or assert a claim or defense against any Participating Counterparty on the
                                         basis of such executive order;



 


		(p)	unless otherwise agreed upon by
                                         the Required Counterparties, each Seller Entity shall not enter into any new repurchase
                                         agreements, forward transaction agreements, hedging agreements, ISDA agreements,
                                         warehouse agreements, swap agreements, loan agreements, and other related agreements
                                         or any transactions thereunder or any new transactions under an Applicable Agreements
                                         or any other similar agreement, or grant any liens upon its assets on account of the
                                         forgoing or incur any other indebtedness of the Companies;



 


		(q)	the Companies shall provide notice
                                         to all Participating Counterparties promptly, and no later than one business day after,
                                         (i) the exercise of remedies in connection with a Triggering Event by any Participating
                                         Counterparty; or (ii) other than the termination of the forbearance period under
                                         the First Forbearance Agreement or the Second Forbearance Agreement, the termination
                                         of any forbearance or standstill or similar agreement by any Non-Participating Counterparty
                                         to any repurchase agreement, swap agreement or other derivative contract with any of
                                         the Companies; and



 


		(r)	on a weekly basis during the Forbearance
                                         Period, the Companies shall provide reasonably detailed written reports on the progress
                                         of the Companies in their recapitalization and refinancing process.



 


11.            Releases.
Upon execution of this Agreement by each of the Companies and each of the Participating Counterparties, the Companies, on behalf
of themselves and their successors or assigns (collectively, the “Releasing Parties”) releases, waives and
forever discharges (and further agrees not to allege, claim or pursue) any and all claims, rights, causes of action, counterclaims
or defenses of any kind whatsoever whether in law, equity or otherwise (including, without limitation, any claims relating to
(i) the making or administration of transactions under the Applicable Agreements (including any acts or omissions in respect
of margin calls, related valuations, and notice requirements), including, without limitation, any such claims and defenses based
on fraud, mistake, duress, usury or misrepresentation, or any other claim based on so-called “lender liability” theories,
(ii) any covenants, agreements, duties or obligations set forth in the Applicable Agreements, (iii) increased financing
costs, interest or other carrying costs, (iv) penalties, lost profits or loss of business opportunity, (vi) legal, accounting
and other administrative or professional fees and expenses and incidental, consequential and punitive damages payable to third
parties, (vii) damages to business reputation, (viii) any claims arising under 11 U.S.C. §§ 541-550 or any
claims for avoidance or recovery under any other federal, state or foreign law equivalent, or (ix) any claims arising from
any actual or alleged decline in the value of any Applicable Assets during the Forbearance Period), which any of the Releasing
Parties might otherwise have or may have against the Participating Counterparties, their present or former subsidiaries and affiliates
or any of the foregoing’s officers directors, employees, attorneys or other representatives or agents (collectively, the
 “Releasees”) in each case on account of any conduct, condition, act, omission, event, contract, liability,
obligation, demand, covenant, promise, indebtedness, claim, right, cause of action, suit, damage, defense, judgment, circumstance
or matter of any kind whatsoever which existed, arose or occurred at any time prior to the date of this Agreement relating to
the Applicable Agreements, this Agreement and/or the transactions contemplated thereby or hereby (any of the foregoing, a “Claim”).
Each of the Releasing Parties expressly acknowledges and agrees, with respect to the Claims, that it waives, to the fullest extent
permitted by applicable law, any and all provisions, rights, and benefits conferred by any applicable U.S. federal or state law,
or any principle of U.S. common law, that would otherwise limit a release or discharge of any unknown Claims pursuant to this
paragraph. Furthermore, each of the Releasing Parties hereby absolutely, unconditionally and irrevocably covenants and agrees
with and in favor of each Releasee that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Releasee
on the basis of any Claim released and/or discharged by the Releasing Parties pursuant to paragraph. Except as provided for in
Section 12 with respect to a Participating Counterparty that breaches this Agreement, the foregoing release, covenant
and waivers of this paragraph shall survive and remain in full force and effect regardless of the consummation of the transactions
contemplated hereby or the termination of the Applicable Agreements, this Agreement or any provision thereof.


 






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12.            Remedies
for Breach by Participating Counterparty. Any Participating Counterparty that fails to comply with any material term of
this Agreement during the Forbearance Period (a “Non-Complying Counterparty”), which failure remains uncured
for a period of two (2) business days following such Participating Counterparty’s receipt of written notice of such
non-compliance, and which failure to comply has been determined by a final, non-appealable order of a court of competent jurisdiction,
shall (i) be deemed immediately to have forfeited its lien on the Designated Assets; and (ii) no longer be deemed a
Releasee (and the release provided to such Participating Counterparty and its related Releasees shall defease retroactively and
be of no force or effect whatsoever). For the avoidance of doubt, (i) a Participating Counterparty’s exercise of any
rights or remedies following the Forbearance Period shall not be deemed a breach of this Agreement, and (ii) no Participating
Counterparty shall be deemed a Non-Complying Counterparty solely by virtue of such Participating Counterparty failing to extend
its agreements under Section 1 at the end of the Forbearance Period.


 


13.            No
Waiver of Rights or Remedies. The Participating Counterparties and the Companies agree that other than as expressly set
forth herein, nothing in this Agreement or the performance by the parties of their respective obligations hereunder constitutes
or shall be deemed to constitute a waiver of any of the parties’ rights or remedies under the terms of such Applicable Agreement
or applicable law, all of which are hereby reserved, including without limitation, (i) any rights that the Participating
Counterparties may have to charge interest at a post-default rate under the terms of such Applicable Agreement, and (ii) any
rights or remedies in connection with any bankruptcy proceedings in respect of a Seller Entity (to which this Agreement shall
not apply). Except as expressly set forth in this Agreement, this Agreement is not intended to be, and shall not be deemed or
construed to be, an amendment, supplement, modification, cure, satisfaction, reinstatement, novation, or release of the Applicable
Agreements or any indebtedness incurred thereunder or evidenced thereby. The parties further agree that the running of all statutes
of limitation and the doctrine of laches applicable to all claims or causes of action that the Participating Counterparties may
be entitled to take or bring in order to enforce their rights and remedies against the Seller Entities are, to the fullest extent
permitted by law, tolled and suspended during the Forbearance Period. This Agreement is limited in nature and nothing herein shall
be deemed to establish a custom or course of dealing between any Participating Counterparty and any Seller Entity. Except as set
forth in Section 12 hereof, in no event shall this Agreement extinguish the obligations for the payment of money outstanding
under any Applicable Agreement or discharge or release any collateral or other security therefor.


 






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14.            Sale
of Claims During Forbearance Period. During the Forbearance Period and provided that no Triggering Event shall have occurred,
but subject to the provisions of Section 7 hereof, no Participating Counterparty may sell or otherwise transfer (either directly
or indirectly) any claim it may have arising out of any Applicable Agreement to any person other than another Participating Counterparty,
or an affiliate thereof that expressly agrees to be bound by the terms of this Agreement, without the prior written consent of
the Required Counterparties. In no event shall any claims be sold or otherwise transferred (whether directly or indirectly) to
the Companies.


 


15.            Safe
Harbor. Each of the parties hereto intend (i) for this Agreement to qualify for the safe harbor treatment provided
by the Bankruptcy Code and for each of the Participating Counterparties to be entitled to all of the rights, benefits and protections
afforded to Persons under the Bankruptcy Code with respect to a “repurchase agreement” as defined in Section 101(47)
of the Bankruptcy Code, a “securities contract” as defined in Section 741(7) of the Bankruptcy Code and
a “master netting agreement” as defined in Section 101(38A) of the Bankruptcy Code, and that all payments and
other transfers made under or pursuant to this Agreement are deemed “margin payments” or “settlement payments,”
as defined in Section 741 of the Bankruptcy Code, (ii) that the grant of security interest set forth in this Agreement
are intended to constitute a security agreement or other arrangement or other credit enhancement related to each Applicable Agreement
and transactions thereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code and a “master
netting agreement” as defined in Section 101(38A) of the Bankruptcy Code, and (iii) that each Participating Counterparty
(for so long as such Participating Counterparty is a “financial institution,” “financial participant”
or other entity listed in Section 555, 559, 561, 362(b)(6), 362(b)(7) or 362(b)(27) of the Bankruptcy Code) shall be
entitled to, without limitation, the liquidation, termination, acceleration, netting, set-off, and non-avoidability rights afforded
to parties such as such Participating Counterparty to “repurchase agreements” pursuant to Sections 559, 362(b)(7) and
546(f) of the Bankruptcy Code, “securities contracts” pursuant to Sections 555, 362(b)(6) and 546(e) of
the Bankruptcy Code and “master netting agreements” pursuant to Sections 561, 362(b)(27) and 546(j) of the Bankruptcy
Code. The parties hereto further acknowledge and agree that if any Participating Counterparty is an “insured depository
institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then
this Agreement hereunder is a “qualified financial contract,” as that term is defined in FDIA and any rules, orders
or policy statements thereunder (except insofar as the type of assets subject to this Agreement would render such definition inapplicable).
The parties hereto further acknowledge and agree that this Agreement constitutes a “netting contract” as defined in
and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”)
and each payment entitlement and payment obligation under any Transaction shall constitute a “covered contractual payment
entitlement” or “covered contractual payment obligation,” respectively, as defined in and subject to FDICIA
(except insofar as a party is not a “financial institution” as that term is defined in FDICIA). The parties agree
that the terms of Section 1 and Section 2 and the related defined terms of the form of bilateral template entitled “Full-Length
Omnibus (for use between U.S. G-SIBs and Corporate Groups)” published by ISDA on November 2, 2018 (currently available
on the 2018 ISDA U.S. Resolution Stay Protocol page at www.isda.org), are hereby incorporated into and form a part of this
Agreement, and for such purposes this Agreement shall be deemed a “Covered Agreement,” each party that is a Covered
Entity shall be deemed a “Covered Entity” and each party (whether or not it is a Covered Entity) shall be deemed a
 “Counterparty Entity” with respect to each other party that is a Covered Entity. For purposes of the foregoing sentence
 “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and
interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in,
and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined
in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).


 






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16.            Governing
Law; Jurisdiction; Waiver of Jury Trial.


 


		(a)	This Agreement shall be governed
                                         by and construed and interpreted in accordance with the laws of the State of New York,
                                         notwithstanding its conflict of laws principles or any other rule, regulation or principle
                                         that would result in the application of any other state’s law.



 


		(b)	EACH PARTY HERETO HEREBY CONSENTS
                                         TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE BOROUGH
                                         OF MANHATTAN, CITY OF NEW YORK, STATE OF NEW YORK AND APPELLATE COURTS FROM EITHER OF
                                         THEM AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING
                                         TO THIS AGREEMENT SHALL BE LITIGATED IN SUCH COURTS. EACH PARTY HERETO EXPRESSLY SUBMITS
                                         AND CONSENTS TO THE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM
                                         NON CONVENIENS.



 


		(c)	EACH PARTY HERETO HEREBY IRREVOCABLY
                                         WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
                                         TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
                                         TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT,
                                         TORT OR ANY OTHER THEORY).



 






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15.            Entire
Agreement. This Agreement, together with all Applicable Agreements to which the parties are bound, the First Forbearance
Agreement, the Second Forbearance Agreement, and the Security Documents constitute the entire agreement of the parties hereto
with respect to the subject matter hereof and supersede all prior and contemporaneous agreements and understandings relating to
any Acknowledged Events of Default.


 


16.            Modifications.
No part or provision of this Agreement may be changed, modified, waived, discharged or terminated except by mutual written agreement
of all of the parties hereto. Except as so mutually agreed, the Companies agree that, during the Forbearance Period, they will
not permit any party hereto to be relieved of any of its obligations hereunder or take any similar action that would have a comparable
effect.


 


17.            Defined
Terms. The definitions set forth in this Agreement are for convenience only and shall have no bearing on the characterization
of any agreement or qualification of any agreement for the protections afforded in 11 U.S.C. §§ 362, 546, 553, 555-561.


 


18.            Successors
and Assigns. This Agreement shall inure to the benefit of and bind each of the parties and their respective successors
and assigns.


 


19.            Headings.
The headings used in this Agreement are for convenience only and will not be deemed to limit, amplify or modify, the terms of
this Agreement.


 


20.            Counterparts.
This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which
when taken together shall constitute one and the same instrument, and the words “executed,” signed,” “signature,”
and words of like import as used above and elsewhere in this Agreement or in any other certificate, agreement or document related
to this transaction shall may include, in addition to manually executed signatures, images of manually executed signatures transmitted
by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”)
and other electronic signatures (including, without limitation, any electronic sound, symbol, or process, attached to or logically
associated with a contract or other record and executed or adopted by a person with the intent to sign the record).  The
use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated,
sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as
a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law,
including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and
Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions
Act or the Uniform Commercial Code.


 


21.            Certain
Definitions.


 


		(a)	“Aggregate Securities
                                         Net Loss” shall mean, as determined on any date of determination, the aggregate
                                         net losses incurred from and including April 10, 2020 by a Participating Counterparty
                                         in connection with one or more sales of Securities Assets.



 






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		(b)	“Collateral Agent”
                                         shall mean Wilmington Trust as collateral agent for the Participating Counterparties,
                                         or such other collateral agent as agreed by the Companies and the Participating Counterparties.



 


		(c)	“Loan Assets”
                                         shall mean Applicable Assets that are mortgage loans, REO properties and interests therein
                                         (other than Securities Assets).



 


		(d)	“Loan Balance”
                                         shall mean, as determined as of the date of any sale of Loan Assets, the principal amount
                                         owed to a Participating Counterparty under the Applicable Agreements in respect of the
                                         Loan Assets subject to such sale.



 


		(e)	“Non-Participating Counterparties”
                                         shall mean counterparties under repurchase agreements and other related agreements similar
                                         in nature to the Applicable Agreements with any one or more of the Companies, other than
                                         the Participating Counterparties.



 


		(f)	“Pro Rata Realized Losses”
                                         shall mean for each Participating Counterparty a fraction the numerator of which is an
                                         amount equal to such Participating Counterparty’s realized losses under the applicable
                                         Applicable Agreements and the denominator of which is the sum of all Participating Counterparties’
                                         realized losses, in each case, calculated upon the close-out of all of the transactions
                                         under the applicable Applicable Agreements (with realized losses being determined in
                                         each instance (after giving effect to the netting and setoff of any cash collateral or
                                         other margin held by such Participating Counterparty) by either (i) a disposition
                                         (including a Participating Counterparty’s buying in) of the related Applicable
                                         Assets within 180 days following the expiration of the Forbearance Period and in accordance
                                         with such Applicable Agreement or (ii) agreement of the Companies, in consultation
                                         with the Required Counterparties).



 


		(g)	“Pro Rata UPB Share”
                                         shall mean for each Participating Counterparty a fraction the numerator of which is an
                                         amount equal to the sum of the unpaid principal balances (net of any cash collateral
                                         or other margin) for such Participating Counterparty’s Applicable Agreements and
                                         the denominator of which is an amount equal to the sum of the unpaid principal balances
                                         (net of any cash collateral or other margin) for all of the Applicable Agreements, in
                                         each case, based on the unpaid principal balances (net of any cash collateral or other
                                         margin), as calculated by the Companies based on each Participating Counterparty’s
                                         unpaid principal balances as of close of business on June 12, 2020.



 


		(h)	“Required Counterparties”
                                         shall mean, as of any date of determination, Participating Counterparties that collectively
                                         hold a majority of the aggregate gross principal balance of Applicable Agreements to
                                         which one or more Companies is a party as of such date of determination.



 


		(i)	“Securities Assets”
                                         shall mean Applicable Assets that are securities.



 






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		(j)	“Securities Balance”
                                         shall mean, as determined as of April 10, 2020, the aggregate amount owed to a Participating
                                         Counterparty under the Applicable Agreements in respect of Securities Assets.



 


		(k)	“Security and Collateral
                                         Agency Agreement” shall mean that certain Security and Collateral Agency Agreement
                                         dated as of April 10, 2020, among the Companies, Wilmington Trust, National Association,
                                         as agent for the First Forbearance Counterparties, and the First Forbearance Counterparties.



 


		(l)	“Security Documents”
                                         shall mean the Security and Collateral Agency Agreement, and any custodial, account or
                                         other agreements perfecting the liens granted in the Security and Collateral Agency Agreement,
                                         each in form and substance satisfactory to the First Forbearance Counterparties.



 


		(m)	“Triggering Event”
                                         shall mean any of the following:



 


		(i)	the failure of any Company to comply
                                         with any term, condition, or covenant set forth in this Agreement or any of the Security
                                         Documents;



 


		(ii)	the inaccuracy of any representation
                                         or warranty made by the Companies herein in any material respect on or as of the date
                                         made;



 


		(iii)	any Seller Entity under the debtor
                                         relief laws of the United States or other applicable jurisdictions from time to time
                                         in effect, including but not limited to the United States Bankruptcy Code (a) commences
                                         or seeks to commence a voluntary case or proceeding; (b) consents to a voluntary
                                         case or proceeding; (c) consents to the appointment of a custodian, receiver, liquidator,
                                         trustee, monitor, sequestrator or similar official of it (or them) for all or any substantial
                                         part of its property; (d) makes or seeks to make a general assignment for the benefit
                                         of its (or their) creditors; (e) files or takes steps to file an answer or consent
                                         seeking reorganization or relief; or (f) consents to the filing of a petition in
                                         bankruptcy or any similar proceeding;



 


		(iv)	an involuntary case under the United
                                         States Bankruptcy Code or other applicable debtor relief law is commenced against any
                                         Seller Entity and the petition is not controverted within 10 days, or is not dismissed
                                         within 45 days after the filing thereof;



 


		(v)	a custodian, receiver, liquidator,
                                         trustee, monitor, sequestrator or similar official is appointed out of court with respect
                                         to any Seller Entity, or with respect to all or any substantial part of the assets or
                                         properties of the Seller Entities;



 


		(vi)	any of the Seller Entities shall
                                         make a dividend or other distribution on any preferred or common stock;



 


		(vii)	the independent directors of any
                                         Seller Entity shall receive compensation other than common stock in such Seller Entity,
                                         except with respect to independent directors of special purpose entity Seller Entity
                                         subsidiaries of MFA Financial, Inc.;



 






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		(viii)	other than as expressly permitted
                                         under this Agreement, including payments contemplated in the budget annexed hereto as
                                         Schedule 4, or as otherwise agreed to by the Required Counterparties, any payments
                                         shall be made to or liens or collateral granted for the benefit of any repurchase agreement,
                                         forward transaction agreement, hedging agreement, ISDA agreement, warehouse agreement,
                                         swap agreement, or loan agreement counterparty other than to a Participating Counterparty
                                         under or in connection with an Applicable Agreement or to any agent or lender with respect
                                         to any material indebtedness of the Companies;



 


		(ix)	the exercise of remedies (i) in
                                         connection with a Triggering Event by any Participating Counterparty, or (ii) in
                                         connection with compliance with FINRA Rule 4210 by Participating Counterparties
                                         holding an aggregate gross principal balance in excess of $500 million as long as the
                                         applicable Participating Counterparties have exercised good faith efforts to obtain a
                                         waiver of, an extension pursuant to, or to otherwise excuse compliance with, FINRA Rule 4210;



 


		(x)	the Security Documents cease to create
                                         a valid and perfected first priority security interest in the Designated Assets after
                                         such perfection occurs in accordance with the terms of the First Forbearance Agreement
                                         and the Security Documents;



 


		(xi)	unless otherwise agreed upon by
                                         the Participating Counterparties, payment being made by the Companies to any repurchase
                                         agreement counterparty, including without limitation the Participating Counterparties
                                         and the Non-Participating Counterparties (other than as expressly set forth herein);
                                         provided that no Triggering Event shall be deemed to have occurred pursuant to the foregoing
                                         clause (viii) or this clause (xi) due to any Seller Entity complying with its
                                         obligations as lender, buyer or other type of financing provider under any financing,
                                         repurchase transaction or similar arrangement;



 


		(xii)	the receipt by any of the Participating
                                         Counterparties from, or the publication by, any of the Companies of any threat of litigation
                                         (other than in connection with a breach of this Agreement by a Participating Counterparty);
                                         or



 


		(xiii)	the commencement of any lawsuit
                                         by any of the Companies against any Participating Counterparty arising out of or with
                                         respect to, or in connection with, any repurchase agreements, or any related agreements
                                         (other than in connection with a breach of this Agreement by a Participating Counterparty);



 


		(xiv)	any Company shall take any actions
                                         within such Company’s control to have the DTC repo tracker turned “on”
                                         with respect to assets subject to the relevant Applicable Agreements;



 






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		(xv)	the failure by any Company to take
                                         the actions within such Company’s control within two (2) business days of
                                         actual notice to, or actual knowledge by, such Company to have the DTC repo tracker turned
                                         “off” with respect to assets subject to the relevant Applicable Agreements;



 


		(xvi)	the failure of any Company to remit
                                         to the applicable Participating Counterparty income or proceeds received by such Company
                                         with respect to assets subject to the relevant Applicable Agreements within one (1) business
                                         day of actual notice to, or actual knowledge by, such Company of receipt of such income
                                         or proceeds; or



 


		(xvii)	the CMBX.NA.AAA.13 Index has remained
                                         20% below the level of the CMBX.NA.AAA.13 Index as of the commencement of the Forbearance
                                         Period for three (3) consecutive business days.



 


[SIGNATURES
APPEAR ON FOLLOWING PAGES]


 






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SELLER ENTITIES:


 


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	 	MFA Securitization Holdings LLC,
	 	as a Seller Entity
	 	 
	 	By:	/s/ Bryan Wulfsohn
	 	Name:	Bryan Wulfsohn
	 	Title:	Vice President



  


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Forbearance Agreement


 






     


     


    

 





	 	MFResidential Assets I, LLC,
	 	as a Seller Entity
	 	 
	 	By:	/s/ Bryan Wulfsohn
	 	Name:	Bryan Wulfsohn
	 	Title:	Vice President



  


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Forbearance Agreement


 






     


     


    

 





	 	MFA Securities Holdings LLC, as a
	 	Seller Entity
	 	 
	 	By:	/s/ Bryan Wulfsohn
	 	Name:	Bryan Wulfsohn
	 	Title:	Vice President



  


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Forbearance Agreement


 






     


     


    

 





	 	MFA Kittiwake Investments Ltd., as a
	 	Seller Entity
	 	 
	 	By:	/s/ Bryan Wulfsohn
	 	Name:	Bryan Wulfsohn
	 	Title:	Vice President



  


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	 	MFRA Trust 2014-1
	 	MFRA Trust 2014-2
	 	MFRA Trust 2015-1
	 	MFRA Trust 2016-1
	 	MFRA Trust 2019-1
	 	MFRA Trust 2019-2,
	 	each as a Seller Entity,
	 	 
	 	By: MFResidential Assets I, LLC,
	 	as Administrator
	 	 
	 	By:	/s/ Bryan Wulfsohn
	 	Name:	Bryan Wulfsohn
	 	Title:	Vice President



 








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	 	DIPLOMAT PROPERTY HOLDINGS CORP.,
	 	as a Seller Entity
	 	 
	 	By:	/s/ Bryan Wulfsohn
	 	Name:	Bryan Wulfsohn
	 	Title:	Vice President



  


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	 	CLEEK INVESTMENT HOLDINGS LLC, as a
	 	Seller Entity
	 	 
	 	By:	/s/ Bryan Wulfsohn
	 	Name:	Bryan Wulfsohn
	 	Title:	Vice President



  


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Forbearance Agreement


 









     


     


    

 





	 	BEAUMONT SECURITIES HOLDINGS, LLC, as a
	 	Seller Entity
	 	 
	 	By:	/s/ Bryan Wulfsohn
	 	Name:	Bryan Wulfsohn
	 	Title:	Vice President



  


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Forbearance Agreement


 









     


     


    

 





	 	DEEPWOOD RESIDENTIAL ASSETS, LLC, as a
	 	Seller Entity
	 	 
	 	By:	/s/ Bryan Wulfsohn
	 	Name:	Bryan Wulfsohn
	 	Title:	Vice President
	 	 



  


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Forbearance Agreement


 









     


     


    




 





	 	DIPLOMAT PROPERTY MANAGER, LLC, as a
	 	Seller Entity
	 	 
	 	By:	/s/ Bryan Wulfsohn
	 	Name:	 Bryan Wulfsohn
	 	Title:	 Vice President



 





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Forbearance Agreement


  






     


     


    

 



 


	 	SPARTAN PROPERTY MANAGER, LLC, as a Seller Entity
	 	 
	 	By:	/s/ Bryan Wulfsohn
	 	Name:	Bryan Wulfsohn
	 	Title:	Vice President



 


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Forbearance Agreement


 






    


     


    

 


	 	MFA Financial, Inc.,
	 	as a Seller Entity and Guarantor
	 	 
	 	By:	/s/ Bryan Wulfsohn
	 	Name:	Bryan Wulfsohn
	 	Title:	SVP and Co-CIO



 


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PARTICIPATING
COUNTERPARTIES:


 


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	 	ALPINE SECURITIZATION LTD, as a Participating Counterparty, by CREDIT SUISSE AG, NEW YORK BRANCH
    as Attorney-in-Fact
	 	 
	 	By:	/s/ Kevin Quinn
	 	Name:	 Kevin Quinn
	 	Title:	Vice President
	 	 
	 	By:	/s/ Patrick Duggan
	 	Name:	 Patrick Duggan
	 	Title:	Vice President



 


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	 	bank of america, n.a., as a Participating Counterparty
	 	 
	 	By:	/s/ Michael J. Berg
	 	Name:	Michael J. Berg
	 	Title:	Director



 


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Forbearance Agreement


 






    


     


    

 


	 	bofa securities, inc., as a Participating Counterparty
	 	 
	 	By:	/s/ Michael J. Berg
	 	Name:	Michael J. Berg
	 	Title:	Director



 


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Forbearance Agreement


  






    


     


    

 


	 	Barclays Bank PLC, as a Participating Counterparty
	 	 
	 	By:	/s/ Robert Silverman
	 	Name:	Robert Silverman
	 	Title:	Managing Director



 


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Forbearance Agreement


 






    


     


    

 


	 	Barclays Capital Inc., as a Participating Counterparty
	 	 
	 	By:	/s/ Robert Silverman
	 	Name:	 Robert Silverman
	 	Title:	Managing Director



 


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Forbearance Agreement


 






    


     


    

 


	 	credit suisse ag, cayman islands branch, as a
    Participating Counterparty
	 	 
	 	By:	/s/ Elie Chau
	 	Name:	 Elie Chau
	 	Title:	Vice President
	 	 
	 	By:	 /s/ Ernest Calabrese
	 	Name:	Ernest Calabrese
	 	Title:	 Authorized Signatory



 


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	 	Goldman Sachs Bank USA, as a Participating Counterparty
	 	 
	 	By:	/s/ Rajiv Kamilla
	 	Name:	 Rajiv Kamilla
	 	Title:	Authorized Signatory



 


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	 	Goldman Sachs Lending Partners LLC, as a Participating
    Counterparty
	 	 
	 	By:	 /s/ Rajiv Kamilla
	 	Name:	Rajiv Kamilla
	 	Title:	 Authorized Signatory
	 	 
	 	 



 


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Forbearance Agreement


 






    


     


    

 


	 	Goldman, Sachs & Co., as a Participating
    Counterparty
	 	 
	 	By:	/s/ Rajiv Kamilla
	 	Name:	Rajiv Kamilla
	 	Title:	Authorized Signatory



 


Signature Page to MFA Third Global
Forbearance Agreement


 






    


     


    

 


	 	morgan stanley bank, n.a., as a Participating
    Counterparty
	 	 
	 	By:	/s/ Darius Houseal
	 	Name:	Darius Houseal
	 	Title:	Authorized Signatory



 


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Forbearance Agreement


 






    


     


    

 


	 	wells fargo bank, n.a., as a Participating Counterparty
	 	 
	 	By:	/s/ Chris Allbright
	 	Name:	Chris Allbright
	 	Title:	Assistant Vice President



 


Signature Page to MFA Third Global
Forbearance Agreement


 






    


     


    

 


	 	wells FARGO securities, llc, as a Participating
    Counterparty
	 	 
	 	By:	/s/ Romona Lingerfelt
	 	Name:	Romona Lingerfelt
	 	Title:	Authorized Signatory



 


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Forbearance Agreement


 






    


     


    

 


SCHEDULE 1


 


Participating Counterparties


 


	1. Alpine Securitization LTD
	2. Bank of America, N.A.
	3. BofA Securities, Inc.
	4. Barclays Bank PLC
	5. Barclays Capital Inc.
	6. Credit Suisse AG, Cayman Islands Branch
	7. Goldman Sachs Bank USA
	8. Goldman Sachs Lending Partners LLC
	9. Goldman, Sachs & Co.
	10. Morgan Stanley Bank, N.A.
	11. Wells Fargo Bank, N.A.
	12. Wells Fargo Securities, LLC