Exhibit 10.5


 


EXECUTION VERSION


 


REINSTATEMENT
AGREEMENT


 


THIS REINSTATEMENT
AGREEMENT, dated as of June 26, 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, including any amendments thereto, 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, and the forbearance period under the Second
Forbearance Agreement ended on June 1, 2020 (the forbearance period from April 28, 2020, through June 1, 2020, is referred to herein
as the “Second Forbearance Period”).


 


D.                
The Companies are party to that certain Third Forbearance Agreement, dated as of June 1, 2020 (the “Third Forbearance
Agreement” and, together with the First Forbearance Agreement and the Second Forbearance Agreement, the “Forbearance
Agreements”), with certain buyer parties listed on Schedule 1 thereto, and the forbearance period under the Third
Forbearance Agreement is scheduled to end on June 26, 2020 (the forbearance period from June 1, 2020, through the date hereof is
referred to herein as the “Third Forbearance Period”).


 


E.                 
The Companies acknowledge and agree that on or prior to the date on which (a) this Agreement has been executed by the Companies
and the Participating Counterparties and (b) the matters set forth on Schedule 3 have occurred (the “Effective
Date”), various defaults and/or events of default existed under the terms of one or more of the Applicable Agreements
and the Other 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 or certificates to Participating Counterparties, (iii) cross-default
provisions under the Applicable Agreements, and/or (iv) the breach of certain representations, warranties and covenants arising
out of or related to the circumstances described in clauses (i) – (iii) (collectively, the “Effective Date Events
of Default”).


 






     


     


    

 


F.                 
The Companies have requested that the Participating Counterparties waive any and all rights and remedies under the Applicable
Agreements and under applicable law and in equity relating to any and all of the Effective Date Events of Default.


 


G.                
The Participating Counterparties have agreed to waive their respective rights and remedies with respect to the Effective
Date Events of Default on the terms and subject to the conditions set forth in this Agreement.


 


H.                
Certain capitalized terms in this Agreement are defined in Section 20.


 


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.                 
Effective Date Events of Default. Effective as of the Effective Date, each Participating Counterparty hereby
irrevocably, absolutely, and permanently waives the Effective Date Events of Default arising under the Applicable Agreements and
the Other Agreements to which such Participating Counterparty is a party and any and all rights and remedies of such Participating
Counterparty arising as a result of such Effective Date Events of Default.


 


2.                 
Reinstatement. As of the Effective Date, the Third Forbearance Agreement is hereby terminated and each Participating
Counterparty hereby reinstates each of its Applicable Agreements and Other Agreements on its individual terms except as overridden
by Section 3 hereof.


 


3.                 
Override. Each of the Participating Counterparties and each of the Companies hereby agree that, as of the
Effective Date,


 


		(i)	the occurrence of any Event of Default in any Applicable Agreement or any Other Agreement entered
into by a Participating Counterparty or its affiliates and any Seller Entity or Affiliate shall constitute an Event of Default
under all Applicable Agreements and Other Agreements between such Participating Counterparty and its affiliates, on the one hand,
and all Seller Entities and Affiliates, on the other hand; provided, however, for the avoidance of doubt, that the cross-default
provisions set forth in this Section 3(i) are in addition to and do not supersede any cross-default provisions in any Applicable
Agreement or Other Agreement;



 






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		(ii)	to the extent not specifically authorized in any Applicable Agreement or any Other Agreement, all
Applicable Agreements and Other Agreements are hereby overridden to provide that any Participating Counterparty or affiliate party
thereto, without prior notice to any Seller Entity or its Affiliates, any such notice being expressly waived by the applicable
Seller Entity or its Affiliates to the extent permitted by applicable law, may set-off and appropriate and apply against any obligation
of any Seller Entity or its Affiliates to such Participating Counterparty or any of its affiliates arising under any such Applicable
Agreement or Other Agreement any and all cash, collateral, and deposits (general or special, time or demand, provisional or final),
in any currency (including, without limitation, any amounts held in prime brokerage accounts), and any other obligations (including
to return excess margin), credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or
contingent, matured or unmatured, at any time held or owing by or due from such Participating Counterparty or any affiliate thereof
to or for the credit or the account of any Seller Entity or Affiliates thereof, but only to the extent the obligations under such
Applicable Agreement or Other Agreement are recourse obligations to MFA Financial, Inc. or such Affiliates. Such Participating
Counterparty and its affiliates agree to promptly notify the applicable Seller Entity or Affiliates thereof after any such set-off
and application made by such Participating Counterparty or any affiliate thereof, provided that the failure to give such notice
shall not affect the validity of such set-off and application. For the avoidance of doubt, the set-off provisions set forth in
this Section 3(ii) are in addition to and do not supersede any set-off provisions in any Applicable Agreement or Other Agreement;
and



 


		(iii)	to the extent one or more Seller Entities were required by an Applicable Agreement to deliver notices
or certificates to a Participating Counterparty prior to the Effective Date or such delivery requirement was triggered by the occurrence
of an event occurring on or prior to the Effective Date, such requirement is hereby waived.



 


4.                 
Release of Security Interest and Direction to Collateral Agent. Each of the Participating Counterparties hereby
(i) terminates and releases any security interest in or lien on the Designated Assets (as defined in the First Forbearance Agreement)
that it has; (ii) waives and releases any and all rights it has related to Designated Assets or otherwise arising under the
Security and Collateral Agency Agreement (other than contingent indemnification rights set forth in Section 6.6 thereof); and (iii) agrees
that the Security and Collateral Agency Agreement is hereby terminated and shall be of no further force and effect, subject to
the terms thereof that expressly survive such termination and as set forth in the last sentence of this paragraph. The Companies
are hereby authorized to file termination statements with respect to all financing statements filed under the Uniform Commercial
Code or other applicable law on behalf of the Collateral Agent with respect to the liens granted under the Security and Collateral
Agency Agreement. Pursuant to Section 5.2 of the Security and Collateral Agency Agreement, each of the Participating Counterparties
hereby directs the Collateral Agent to make, execute, endorse, acknowledge, and/or deliver such agreements, documents, instruments
and further assurances and take such other actions as may be reasonably necessary or advisable to terminate the Security and Collateral
Agency Agreement, all Deposit Account Control Agreements entered into under Section 7.3 of the Security and Collateral Agency Agreement,
and to terminate, modify, or revoke all servicer side letters delivered under the Security and Collateral Agency Agreement. For
the avoidance of doubt, the foregoing release shall have no effect on collateral and/or security interests granted under Applicable
Agreements or Other Agreements. Pursuant to Section 5.2 of the Security and Collateral Agency Agreement, the Participating Counterparties
hereby certify to the Collateral Agent that, as of the date hereof, and as confirmed by MFA Financial, Inc., they collectively
represent the Majority Participating Counterparties (as defined in the Security and Collateral Agency Agreement). The Participating
Counterparties agree that all action taken by the Collateral Agent in connection with this “Authorization and Direction”
is covered by the fee and indemnification provisions set forth in the Security and Collateral Agency Agreement and that Wilmington
Trust, National Association shall be fully indemnified by the Participating Counterparties in connection with action taken pursuant
to this Authorization and Direction, except to the extent resulting from the Collateral Agent’s gross negligence or willful
misconduct.


 






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5.                 
Interest Rate. As of the Effective Date, notwithstanding any term in any Applicable Agreement, Other Agreement,
or any of the Forbearance Agreements to the contrary, the rate of interest or the pricing rate, as applicable, that shall accrue
on any and all obligations of any Seller Entity owed to each Participating Counterparty under such Applicable Agreement or Other
Agreement shall be the non-default rate of interest or pricing rate, as applicable, specified in such Applicable Agreement or Other
Agreement (including as amended in connection herewith or from time to time hereafter).


 


6.                 
Application of Cash Margin. Within three (3) business days following the Effective Date, each Participating
Counterparty shall apply all cash margin held in connection with transactions under an Applicable Agreement to the accrued and
unpaid interest and outstanding principal owed under such Applicable Agreement.


 


7.                 
Repo Tracker. Within three (3) business days after the receipt of a notice from a Seller Entity, which notices
may be delivered from time to time, the applicable Participating Counterparty shall take actions within such Participating Counterparty’s
control to have the DTC repo tracker turned “on” with respect to assets subject to the Applicable Agreements identified
in such notice.


 


8.                 
Payment Covenants by the Companies. The Companies hereby covenant that:


 


		(a)	within three (3) business days after receipt of an invoice therefor following the Effective Date,
the Companies shall pay the reasonable fees and out-of-pocket expenses of counsel and other professional advisors to each counsel
and professional advisor for the Participating Counterparties and the Collateral Agent incurred on or prior to the Effective Date;
and



 


		(b)	within five (5) business days following the Effective Date, the Companies shall make a payment
to each Participating Counterparty in the amount of all accrued and unpaid interest, if any, accrued at the Contractual Rate (as
defined in the Second Forbearance Agreement and the Third Forbearance Agreement) in excess of the Common Rate (as defined in the
Second Forbearance Agreement and the Third Forbearance Agreement) during the Second Forbearance Period and the Third Forbearance
Period.



 


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;



 






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		(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
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.



 


10.             
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”),
release, waive and forever discharge (and further agree not to allege, claim or pursue) any and all claims, rights, causes of action,
counterclaims or defenses of any kind whatsoever whether at law, in equity or otherwise (including, without limitation, any claims
relating to (i) the making or administration of transactions under the Applicable Agreements, Other Agreements and Forbearance
Agreements (including any acts or omissions in respect of margin calls, close-outs, 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, Other Agreements or Forbearance 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 assets
under Applicable Agreements or Other Agreements prior to the Effective Date), 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 officers
directors, employees, attorneys or other representatives or agents of any of the foregoing (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 Effective Date relating to the Applicable Agreements, the Other 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 this paragraph. 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, the Other Agreements, this Agreement or any provision thereof.


 






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11.             
No Waiver of Rights or Remedies. The Participating Counterparties and the Companies agree that except 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 based on any defaults, events of
default, or termination events based on facts or circumstances arising after the Effective Date, 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. 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 expressly set forth in this
Agreement, this Agreement shall not extinguish the obligations for the payment of money outstanding under any Applicable Agreement
or discharge or release any collateral or other security therefor.


 


12.             
Safe Harbor. Each of the parties hereto intends (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 and (ii) 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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13.             
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 (other than Section 5-1401 of the New York General Obligations 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 KNOWINGLY, VOLUNTARILY AND 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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14.             
Entire Agreement. This Agreement, together with all Applicable Agreements to which the parties are bound,
the First Forbearance Agreement, the Second Forbearance Agreement, the Third 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 Effective Date Events of Default.


 


15.             
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; provided, however, that modifications or amendments to the provisions
of Sections 3, 5, and 7 of this Agreement may be further amended by the parties to and in accordance with the terms of, each Applicable
Agreement.


 


16.             
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.


 


17.             
Successors and Assigns. This Agreement shall inure to the benefit of and bind each of the parties and their
respective successors and assigns.


 


18.             
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.


 


19.             
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 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.


 


20.             
Certain Definitions.


 


		(a)	“Affiliate” shall mean any subsidiary of MFA Financial, Inc., but only to the
extent of the ownership interests of MFA Financial, Inc. directly or indirectly in such subsidiary.



 






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



 


		(c)	“Other Agreements” shall mean repurchase agreements and other agreements among
a Seller Entity or its Affiliates on the one hand and a Participating Counterparty or an affiliate thereof on the other hand, which
such parties have hitherto entered into, or may enter into, from time to time, that is other than an Applicable Agreement, and
are recourse obligations to MFA Financial, Inc. or its Affiliates.



 


		(d)	“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 collateral
agent for the First Forbearance Counterparties, and the First Forbearance Counterparties.



 


		(e)	“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.



 


[SIGNATURES APPEAR
ON FOLLOWING PAGES]


 






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SELLER ENTITIES:


 


 





Signature Page to MFA Reinstatement Agreement

 


 






     


     


    

 





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



 






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	 	MFResidential
Assets I, LLC, as a Seller
	 	Entity
	 	 
	 	By:	 /s/ Lori Samuels
	 	Name: Lori Samuels
	 	Title: Senior Vice President



 






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



 






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



 

































    14 


     


    

 





	 	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/ Lori Samuels
	 	Name: Lori Samuels
	 	Title: Senior Vice President



 






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



 






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



 






    	 	17	 



     


    

 





	 	BEAUMONT SECURITIES HOLDINGS, LLC,
	 	as a Debtor
	 	 
	 	By:	/s/ Lori Samuels
	 	 
	 	Name:	Lori Samuels
	 	 
	 	Title:	 Senior Vice President



 






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



 






    	 	19	 



     


    

 








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



 






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



 






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	 	MFA FINANCIAL, INC.,
	 	as a Seller Entity and Guarantor
	 	 
	 	By:	/s/ Lori Samuels
	 	 
	 	Name:	Lori Samuels
	 	 
	 	Title:	Senior Vice President



 






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	 	PARTICIPATING COUNTERPARTIES:



 






    	 	23	 



     


    

 


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



 






    	 	24	 



     


    


 





	 	Bank of America, N.A., as a Participating
	 	Counterparty
	 	 
	 	By:	/s/ Michael J. Berg
	 	 
	 	Name:	 Michael J. Berg
	 	 
	 	Title:	 Director



 






    	 	25	 



     


    

 





	 	BOFA SECURITIES,
INC., as a Participating
	 	Counterparty
	 	 
	 	By:	 /s/ Michael J. Berg
	 	 
	 	Name:	Michael J. Berg
	 	 
	 	Title:	Director



 






    	 	26	 



     


    

 





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



 






    	 	27	 



     


    

 





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



 






    	 	28	 



     


    

 





	 	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



 






    	 	29	 



     


    

 





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



 






    	 	30	 



     


    

 





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



 






    	 	31	 



     


    

 





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



 






    	 	32	 



     


    

 





	 	Wells Fargo Bank, N.A., as a Participating
	 	Counterparty
	 	 
	 	By:	 /s/ Chris Allbright
	 	 
	 	Name: Chris Allbright
	 	 
	 	Title: Assistant Vice President



 






    	 	33	 



     


    

 





	 	Wells Fargo
Securities, LLC, as a
	 	Participating Counterparty
	 	 
	 	By:	/s/ Romona Lingerfelt
	 	 
	 	Name:	 Romona Lingerfelt
	 	 
	 	Title:	Authorized Signatory



 






    	 	34