CLIFFORD CHANCE US LLP
DATED AS OF MAY 8, 2014
WATERFALL COMMERCIAL DEPOSITOR LLC, AS A SELLER,
SUTHERLAND ASSET I, LLC AS A SELLER
CITIBANK, N.A., AS BUYER,
MASTER REPURCHASE AGREEMENT
MASTER REPURCHASE AGREEMENT, dated as of May 8, 2014, among WATERFALL COMMERCIAL DEPOSITOR LLC, a Delaware limited liability company as a seller (the "Certificate Seller" or a "Seller") and SUTHERLAND ASSET I, LLC, a Delaware limited liability company as a seller (the "Loan Seller" or a "Seller", and together with the Certificate Seller, the "Sellers") and CITIBANK, N.A., a national banking association as buyer ("Buyer").
Buyer shall, with respect to the Committed Amount and may, with respect to the Uncommitted Amount, from time to time, upon the terms and conditions set forth herein, agree to enter into transactions in which (i) the Certificate Seller transfers to Buyer a Certificate representing the ownership in a Trust, the assets of which consist of Loans, or (ii) the Loan Seller transfers to Buyer Eligible Loans, in each case against the transfer of funds by Buyer in an amount equal to the Purchase Price, with a simultaneous agreement by Buyer to transfer to the Certificate Seller or the Loan Seller such Certificate or Loans, as applicable, at a date certain, which shall not be later than the earlier of 364 days from the related Purchase Date (as defined below) and the Termination Date, against the transfer of funds by the related Seller, in an amount equal to the Repurchase Price..The Purchase Price and Repurchase Price for each Transaction shall be determined using the Market Value of the related Loans owned by the Trust related to each Certificate or sold to Buyer by the Loan Seller, as applicable..Each such transaction shall be referred to herein as a "Transaction", and, unless otherwise agreed in writing, shall be governed by this Agreement.
2. DEFINITIONS AND ACCOUNTING MATTERS
(a) Defined Terms. As used herein, the following terms have the following meanings (all terms defined in this Section 2 or in other provisions of this Agreement in the singular to have the same meanings when used in the plural and vice versa):
"Accepted Servicing Practices" shall have the meaning provided in the Servicing Agreement.
"Additional Amounts" shall have the meaning provided in Section 5.