Common use of Assignment Documents Clause in Contracts

Assignment Documents. No less than two (2) business days prior to the proposed Purchase Date, Seller shall have executed and delivered to Buyer, in form and substance reasonably satisfactory to Buyer and its counsel, all applicable assignment documents assigning to Buyer the proposed Eligible Asset (and in any hedging transactions held by Seller with respect thereto) that shall be USActive 60901431.9 subject to no liens except as expressly permitted by ▇▇▇▇▇. Each of the assignment documents shall contain such representations and warranties in writing concerning the proposed Eligible Asset and such other terms as shall be satisfactory to Buyer in its sole discretion, and shall include blacklined copies of each document, showing all changes made to the forms of assignment documents that have been approved in advance by Buyer. USActive 60901431.9 ____________________ ____________________ ____________________ Re: Bailee Agreement (the “Bailee Agreement”) in connection with the pledge by FBRED REIT JWH SELLER, LLC, a Delaware limited liability company ( “Seller”) to JPMorgan Chase Bank, National Association (“Buyer”) Ladies and Gentlemen: In consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller, Buyer and [____] (the “Bailee”) hereby agree as follows: (a) Seller shall deliver to the Bailee in connection with any Purchased Assets delivered to the Bailee hereunder an Identification Certificate in the form of Attachment 1 attached hereto to which shall be attached a Purchased Asset Schedule identifying which Purchased Assets are being delivered to the Bailee hereunder. Such Purchased Asset Schedule shall contain the following fields of information: (a) the loan identifying number; (b) the Purchased Asset obligor’s name; (c) the street address, city, state and zip code for the applicable real property; (d) the original balance; and (e) the current principal balance if different from the original balance. (b) On or prior to the date indicated on the Custodial Identification Certificate delivered by Seller (the “Funding Date”), Seller shall have delivered to the Bailee, as bailee for hire, the original documents set forth on Schedule A attached hereto (collectively, the “Purchased Asset File”) for each of the Purchased Assets (each a “Purchased Asset” and collectively, the “Purchased Assets”) listed in Exhibit A to Attachment 1 attached hereto (the “Purchased Asset Schedule”). (c) The Bailee shall issue and deliver to Buyer and Computershare Trust Company, N.A. (the “Custodian”) on or prior to the Funding Date by facsimile (a) in the name of Buyer, an initial trust receipt and certification in the form of Attachment 2 attached hereto (the “Bailee’s Trust Receipt and Certification”) which Bailee’s Trust Receipt and Certification shall state that the Bailee has received the documents comprising the Purchased Asset File as set forth in the Custodial Identification Certificate (as defined in that certain Custodial Agreement, dated as of March 18, 2025, among Seller, Buyer and Custodian), in addition to such other documents required to be delivered to Buyer and/or Custodian pursuant to the Uncommitted Master Repurchase Agreement, dated as of March 18, 2025, between Seller and Buyer (the “Repurchase Agreement”). (d) On the applicable Funding Date, in the event that Buyer fails to purchase from Seller the Purchased Assets identified in the related Custodial USActive 60901431.9 Identification Certificate, Buyer shall deliver by facsimile to the Bailee at [____] to the attention of [____], an authorization (the “Facsimile Authorization”) to release the Purchased Asset Files with respect to the Purchased Assets identified therein to Seller. Upon receipt of such Facsimile Authorization, the Bailee shall release the Purchased Asset Files to Seller in accordance with Seller’s instructions.

Appears in 2 contracts

Sources: Master Repurchase Agreement (Franklin BSP Real Estate Debt, Inc.), Master Repurchase Agreement (Franklin BSP Real Estate Debt, Inc.)

Assignment Documents. No less than two (2) business days prior to the proposed Purchase Date, Seller shall have executed and delivered to Buyer, in form and substance reasonably satisfactory to Buyer and its counsel, all applicable assignment documents assigning to Buyer the proposed Eligible Asset (and in any hedging transactions Hedging Transactions held by Seller with respect thereto) that shall be USActive 60901431.9 subject to no liens except as expressly permitted by ▇▇▇▇▇Buyer. Each of the assignment documents shall contain such representations and warranties in writing concerning the proposed Eligible Asset and such other terms as shall be satisfactory to Buyer in its sole discretion, and shall include blacklined copies of each document, showing all changes made to the forms of assignment documents that have been approved in advance by Buyer. USActive 60901431.9 EXHIBIT IX ____________________ ____________________ ____________________ Re: Bailee Agreement (the “Bailee Agreement”) in connection with the pledge by FBRED REIT JWH SELLERCT Legacy JPM SPV, LLC, a Delaware limited liability company ( LLC (“Seller”) to JPMorgan Chase Bank, National Association Funding Inc. (“Buyer”) Ladies and Gentlemen: In consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller, Buyer and [____[ ] (the “Bailee”) hereby agree as follows: (a) Seller shall deliver to the Bailee in connection with any Purchased Assets delivered to the Bailee hereunder an Identification Certificate in the form of Attachment 1 attached hereto to which shall be attached a Purchased Asset Schedule identifying which Purchased Assets are being delivered to the Bailee hereunder. Such Purchased Asset Schedule shall contain the following fields of information: (a) the loan identifying number; (b) the Purchased Asset obligor’s name; (c) the street addresss▇▇▇▇▇ ▇▇▇▇▇▇▇, city▇▇▇▇, state ▇▇▇▇▇ and zip code for the applicable real property; (d) the original balance; and (e) the current principal balance if different from the original balance. (b) On or prior to the date indicated on the Custodial Identification Certificate delivered by Seller (the “Funding Date”), Seller shall have delivered to the Bailee, as bailee for hire, the original documents set forth on Schedule A attached hereto (collectively, the “Purchased Asset File”) for each of the Purchased Assets (each a “Purchased Asset” and collectively, the “Purchased Assets”) listed in Exhibit A to Attachment 1 attached hereto (the “Purchased Asset Schedule”). (c) The Bailee shall issue and deliver to Buyer and Computershare Trust CompanyBank of America, N.A. (the “Custodian”) on or prior to the Funding Date by facsimile (a) in the name of Buyer, an initial trust receipt and certification in the form of Attachment 2 attached hereto (the “Bailee’s Trust Receipt and Certification”) which Bailee’s Trust Receipt and Certification shall state that the Bailee has received the documents comprising the Purchased Asset File as set forth in the Custodial Identification Certificate (as defined in that certain Amended and Restated Custodial Agreement, dated as of March 1831, 20252011, among Seller, Buyer and Custodian), in addition to such other documents required to be delivered to Buyer and/or Custodian pursuant to the Uncommitted Amended and Restated Master Repurchase Agreement, dated as of March 1831, 20252011, between Seller and Buyer (the “Repurchase Agreement”). (d) On the applicable Funding Date, in the event that Buyer fails to purchase from Seller the Purchased Assets identified in the related Custodial USActive 60901431.9 Identification Certificate, Buyer shall deliver by facsimile to the Bailee at [____[ ] to the attention of [____[ ], an authorization (the “Facsimile Authorization”) to release the Purchased Asset Files with respect to the Purchased Assets identified therein to Seller. Upon receipt of such Facsimile Authorization, the Bailee shall release the Purchased Asset Files to Seller in accordance with Seller’s instructions.

Appears in 1 contract

Sources: Master Repurchase Agreement (Capital Trust Inc)

Assignment Documents. No less than two (2) business days Business Days prior to the proposed Purchase Date, Seller shall have executed and delivered to BuyerPurchaser, in form and substance reasonably satisfactory to Buyer Purchaser and its counsel, all applicable assignment documents assigning in blank with respect to Buyer the proposed Eligible Asset (and in any hedging transactions held by Seller with respect thereto) that shall be USActive 60901431.9 subject to no liens except as expressly permitted by ▇▇▇▇▇Purchaser. Each of the assignment documents shall contain such representations and warranties in writing concerning the proposed Eligible Asset and such other terms as in each case shall be reasonably satisfactory to Buyer Purchaser. Via Electronic Transmission [Name of Colony Seller Entity] [_________________] [_________________] Attention: [___________] Emails: [__________] Re: Master Repurchase Agreement, dated as of April 26, 2018 (as amended, restated, supplemented, or otherwise modified and in its sole discretioneffect from time to time, the “Repurchase Agreement”) by and between Barclays Bank PLC (“Purchaser”) and [Name of Colony Seller Entity] (“Seller”) Ladies and Gentlemen: Pursuant to Article 4(a) of the Repurchase Agreement, Purchaser hereby notifies Seller that a Margin Deficit Event has occurred as set forth below. Capitalized terms used but not otherwise defined herein shall include blacklined copies of each document, showing all changes made to have the forms of assignment documents that have been approved meanings assigned thereto in advance by Buyerthe Repurchase Agreement. USActive 60901431.9 Purchased Asset: ____________________ _________ (a) Margin Amount $___________ _________(b) Repurchase Price: $___________ ReA Margin Deficit Event exists when the amount in (a) above is at least $250,000 less than the amount in (b) above. MARGIN DEFICIT: Bailee Agreement (the “Bailee Agreement”) in connection with the pledge by FBRED REIT JWH SELLER, LLC, a Delaware limited liability company ( “Seller”) to JPMorgan Chase Bank, National Association (“Buyer”) Ladies and Gentlemen: In consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller, Buyer and [$____] (the “Bailee”) hereby agree as follows: (a) Seller shall deliver to the Bailee in connection with any Purchased Assets delivered to the Bailee hereunder an Identification Certificate in the form of Attachment 1 attached hereto to which shall be attached a Purchased Asset Schedule identifying which Purchased Assets are being delivered to the Bailee hereunder. Such Purchased Asset Schedule shall contain the following fields of information: (a) the loan identifying number; (b) the Purchased Asset obligor’s name; (c) the street address, city, state and zip code for the applicable real property; (d) the original balance; and (e) the current principal balance if different from the original balance. (b) On or prior to the date indicated on the Custodial Identification Certificate delivered by Seller (the “Funding Date”), Seller shall have delivered to the Bailee, as bailee for hire, the original documents set forth on Schedule A attached hereto (collectively, the “Purchased Asset File”) for each of the Purchased Assets (each a “Purchased Asset” and collectively, the “Purchased Assets”) listed in Exhibit A to Attachment 1 attached hereto (the “Purchased Asset Schedule”). (c) The Bailee shall issue and deliver to Buyer and Computershare Trust Company, N.A. (the “Custodian”) on or prior to the Funding Date by facsimile (a) in the name of Buyer, an initial trust receipt and certification in the form of Attachment 2 attached hereto (the “Bailee’s Trust Receipt and Certification”) which Bailee’s Trust Receipt and Certification shall state that the Bailee has received the documents comprising the Purchased Asset File as set forth in the Custodial Identification Certificate (as defined in that certain Custodial Agreement, dated as of March 18, 2025, among Seller, Buyer and Custodian), in addition to such other documents required to be delivered to Buyer and/or Custodian pursuant to the Uncommitted Master Repurchase Agreement, dated as of March 18, 2025, between Seller and Buyer (the “Repurchase Agreement”). (d) On the applicable Funding Date, in the event that Buyer fails to purchase from Seller the Purchased Assets identified in the related Custodial USActive 60901431.9 Identification Certificate, Buyer shall deliver by facsimile to the Bailee at [____] to the attention of [___ Accrued interest from ____], an authorization (the “Facsimile Authorization”) ______ to release the Purchased Asset Files with respect to the __________: $___________ The following Purchased Assets identified therein to Sellerhave Margin Excess remaining: TOTAL WIRE DUE: $___________ WHEN A MARGIN DEFICIT EVENT EXISTS, SELLER IS REQUIRED TO CURE THE MARGIN DEFICIT SPECIFIED ABOVE IN ACCORDANCE WITH THE REPURCHASE AGREEMENT AND WITHIN THE TIME PERIOD SPECIFIED IN ARTICLE 4(b) THEREOF. Upon receipt of such Facsimile AuthorizationBy: Name: Title: Barclays Bank PLC 7▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, the Bailee shall release the Purchased Asset Files to Seller in accordance with Seller’s instructions.▇▇▇ ▇▇▇▇ ▇▇▇▇▇

Appears in 1 contract

Sources: Master Repurchase Agreement (Colony NorthStar Credit Real Estate, Inc.)

Assignment Documents. No less than two (2) business days prior to the proposed Purchase Date, Seller shall have executed and delivered to Buyer, Administrative Agent in form and substance reasonably satisfactory to Buyer Administrative Agent and its counsel, all applicable assignment documents assigning executed in blank with respect to Buyer the proposed Eligible Asset (and in any hedging transactions held by Seller with respect thereto) that shall be USActive 60901431.9 subject to no liens except as expressly permitted by ▇▇▇▇▇Administrative Agent. Each of the assignment documents shall contain such representations and warranties in writing concerning the proposed Eligible Asset and such other terms as shall be satisfactory to Buyer Administrative Agent, on behalf of Buyers, in its sole discretion, and shall include blacklined copies of each document, showing all changes made to the forms of assignment documents that have been approved in advance by BuyerAdministrative Agent, on behalf of Buyers. USActive 60901431.9 ____________________ ____________________ ____________________ LEGAL_US_E # 160815361.8 CMTG GS FINANCE LLC [ ] [ ] [ ] Attention: [ ] Re: Bailee Agreement Amended and Restated Master Repurchase and Securities Contract Agreement, dated as of March 7, 2022 (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Bailee Master Repurchase and Securities Contract Agreement”; capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Master Repurchase and Securities Contract Agreement) by and among G▇▇▇▇▇▇ S▇▇▇▇ BANK USA, a New York state-chartered bank, as administrative agent (in connection such capacity, together with its permitted successors and assigns, the pledge by FBRED REIT JWH SELLER“Administrative Agent”) for G▇▇▇▇▇▇ SACHS BANK USA, a New York state- chartered bank (in such capacity, and together with such other financial institutions from time to time party thereto and their respective successors and assigns, collectively “Buyers” and individually, each a “Buyer”), Buyers and CMTG GS FINANCE LLC, a Delaware limited liability company ( (“Seller”). Pursuant to Article 4(a) to JPMorgan Chase Bank, National Association (“Buyer”) Ladies and Gentlemen: In consideration of the mutual promises set forth herein Master Repurchase and other good and valuable considerationSecurities Contract Agreement, Administrative Agent hereby notifies Seller of the receipt and sufficiency existence of which are hereby acknowledged, Seller, Buyer and [____] (a Margin Deficit as of the “Bailee”) hereby agree date hereof as follows: : Purchase Price for certain Purchased Asset: $ MARGIN DEFICIT: $ Accrued Price Differential from [ ] to [ ]: $ TOTAL WIRE DUE: $ LEGAL_US_E # 160815361.8 LEGAL_US_E # 160815361.8 G▇▇▇▇▇▇ S▇▇▇▇ BANK USA, a New York state-chartered bank By: Name: Title: LEGAL_US_E # 160815361.8 LEGAL_US_E # 160815361.8 EXHIBIT VIII-A FORM OF U.S. TAX COMPLIANCE CERTIFICATE (aFor Foreign Assignees That Are Not Partnerships For U.S. Federal Income Tax Purposes) Seller shall deliver Reference is hereby made to the Bailee in connection with any Purchased Assets delivered to the Bailee hereunder an Identification Certificate in the form of Attachment 1 attached hereto to which shall be attached a Purchased Asset Schedule identifying which Purchased Assets are being delivered to the Bailee hereunder. Such Purchased Asset Schedule shall contain the following fields of information: (aArticle 14(k) the loan identifying number; (b) the Purchased Asset obligor’s name; (c) the street address, city, state and zip code for the applicable real property; (d) the original balance; and (e) the current principal balance if different from the original balance. (b) On or prior to the date indicated on the Custodial Identification Certificate delivered by Seller (the “Funding Date”), Seller shall have delivered to the Bailee, as bailee for hire, the original documents set forth on Schedule A attached hereto (collectively, the “Purchased Asset File”) for each of the Purchased Assets (each a “Purchased Asset” Amended and collectively, the “Purchased Assets”) listed in Exhibit A to Attachment 1 attached hereto (the “Purchased Asset Schedule”). (c) The Bailee shall issue Restated Master Repurchase and deliver to Buyer and Computershare Trust Company, N.A. (the “Custodian”) on or prior to the Funding Date by facsimile (a) in the name of Buyer, an initial trust receipt and certification in the form of Attachment 2 attached hereto (the “Bailee’s Trust Receipt and Certification”) which Bailee’s Trust Receipt and Certification shall state that the Bailee has received the documents comprising the Purchased Asset File as set forth in the Custodial Identification Certificate (as defined in that certain Custodial Securities Contract Agreement, dated as of March 187, 2025, among Seller, Buyer 2022 (the “Master Repurchase and CustodianSecurities Contract Agreement”), in addition by and among G▇▇▇▇▇▇ SACHS BANK USA, a New York state-chartered bank, as Administrative Agent, G▇▇▇▇▇▇ S▇▇▇▇ BANK USA, a New York state-chartered bank and such other financial institutions from time to time party thereto, as Buyers, and CMTG GS FINANCE LLC, a Delaware limited liability company, as Seller. Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to such other documents required terms in the Master Repurchase and Securities Contract Agreement. The undersigned hereby certifies that (i) it is the sole record and beneficial owner of the ownership interest in the Transaction(s) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the applicable Seller(s) within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the applicable Seller(s) as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the applicable Seller(s) with a correct, complete, and accurate executed IRS Form W-8BEN or W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the applicable Seller(s), and (2) the undersigned shall have at all times furnished the applicable Seller(s) with a properly completed and currently effective certificate in either the calendar year in which each payment is to be delivered to Buyer and/or Custodian pursuant made to the Uncommitted undersigned, or in either of the two calendar years preceding such payments. [NAME OF ASSIGNEE] By: Name: Title: Date: , 202[ ] LEGAL_US_E # 160815361.8 FORM OF U.S. TAX COMPLIANCE CERTIFICATE Reference is hereby made to Article 14(k) of the Amended and Restated Master Repurchase and Securities Contract Agreement, dated as of March 187, 2025, between Seller and Buyer 2022 (the “Master Repurchase and Securities Contract Agreement”). , by and by and among G▇▇▇▇▇▇ SACHS BANK USA, a New York state- chartered bank, as Administrative Agent, G▇▇▇▇▇▇ S▇▇▇▇ BANK USA, a New York state-chartered bank and such other financial institutions from time to time party thereto, as Buyers, and CMTG GS FINANCE LLC, a Delaware limited liability company, as Seller. Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to such terms in the Master Repurchase and Securities Contract Agreement. The undersigned hereby certifies that (di) On it is the sole record and beneficial owner of the ownership interest in the Transaction(s) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the applicable Funding DateSeller(s) within the meaning of Section 871(h)(3)(B) of the Code, in the event that Buyer fails to purchase from Seller the Purchased Assets identified in the and (iv) it is not a controlled foreign corporation related Custodial USActive 60901431.9 Identification Certificate, Buyer shall deliver by facsimile to the Bailee applicable Seller(s) as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the applicable Buyer or Assignee with a correct, complete, and accurate executed IRS Form W-8BEN or W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Buyer or Assignee in writing, and (2) the undersigned shall have at [____] all times furnished such Buyer or Assignee with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the attention undersigned, or in either of the two calendar years preceding such payments. [____]NAME OF PARTICIPANT] By: Name: Title: Date: , an authorization 202[ ] LEGAL_US_E # 160815361.8 FORM OF U.S. TAX COMPLIANCE CERTIFICATE Reference is hereby made to Article 14(k) of the Amended and Restated Master Repurchase and Securities Contract Agreement, dated as of March 7, 2022 (the “Facsimile AuthorizationMaster Repurchase and Securities Agreement), by and by and among G▇▇▇▇▇▇ SACHS BANK USA, a New York state-chartered bank, as Administrative Agent, G▇▇▇▇▇▇ S▇▇▇▇ BANK USA, a New York state-chartered bank and such other financial institutions from time to time party thereto, as Buyers, and CMTG GS FINANCE LLC, a Delaware limited liability company, as Seller. Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to such terms in the Master Repurchase and Securities Contract Agreement. The undersigned hereby certifies that (i) it is the sole record owner of the ownership interest in the Transaction(s) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such interest, (iii) with respect such interest, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to release a loan agreement entered into in the Purchased Asset Files ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the applicable Seller(s) within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the applicable Seller(s) as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent, on behalf of the applicable Buyer, or Assignee with a correct, complete, and accurate executed IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W- 8BEN or W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform Administrative Agent, on behalf of such Buyer, or Assignee and (2) the undersigned shall have at all times furnished Administrative Agent, on behalf of the such Buyer, or Assignee with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. [NAME OF PARTICIPANT] By: Name: Title: Date: , 202[ ] LEGAL_US_E # 160815361.8 FORM OF U.S. TAX COMPLIANCE CERTIFICATE Reference is hereby made to Article 14(k) of the Amended and Restated Master Repurchase and Securities Contract Agreement, dated as of March 7, 2022 (the “Master Repurchase and Securities Agreement”), by and by and among G▇▇▇▇▇▇ SACHS BANK USA, a New York state-chartered bank, as Administrative Agent, G▇▇▇▇▇▇ S▇▇▇▇ BANK USA, a New York state-chartered bank and such other financial institutions from time to time party thereto, as Buyers, and CMTG GS FINANCE LLC, a Delaware limited liability company, as Seller. Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to such terms in the Master Repurchase and Securities Contract Agreement. The undersigned hereby certifies that (i) it is the sole record owner of the ownership interest in the Transaction(s) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such interest, (iii) with respect to such interest, neither the Purchased Assets identified therein undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to Sellera loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the applicable Seller(s) within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the applicable Seller(s) as described in Section 881(c)(3)(C) of the Code. Upon receipt The undersigned has furnished the applicable Seller(s) with a correct, complete, and accurate executed IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W- 8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E from each of such Facsimile Authorizationpartner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the Bailee undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall release promptly so inform the Purchased Asset Files applicable Seller(s), and (2) the undersigned shall have at all times furnished the applicable Seller(s) with a properly completed and currently effective certificate in either the calendar year in which each payment is to Seller be made to the undersigned, or in accordance with Seller’s instructions.either of the two calendar years preceding such payments. [NAME OF ASSIGNEE] By: Name: Title: Date: , 202[ ] LEGAL_US_E # 160815361.8 G▇▇▇▇▇▇ SACHS BANK USA 2▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: M▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇

Appears in 1 contract

Sources: Master Repurchase and Securities Contract Agreement (Claros Mortgage Trust, Inc.)

Assignment Documents. No less than two (2) business days prior to the proposed Purchase Date, Seller shall have executed and delivered to Buyer, in form and substance reasonably satisfactory to Buyer and its counsel, all applicable assignment documents assigning to Buyer the proposed Eligible Asset (and in any hedging transactions Hedging Transactions held by Seller with respect thereto) that shall be USActive 60901431.9 subject to no liens except as expressly permitted by ▇▇▇▇▇Buyer. Each of the assignment documents shall contain such representations and warranties in writing concerning the proposed Eligible Asset and such other terms as shall be satisfactory to Buyer in its sole discretion, and shall include blacklined copies of each document, showing all changes made to the forms of assignment documents that have been approved in advance by Buyer. USActive 60901431.9 ____________________ ____________________ ____________________ Re: Bailee Agreement (the “Bailee Agreement”) in connection with the pledge by FBRED REIT JWH SELLERARC RFT JPM Loan, LLC, a Delaware limited liability company LLC ( “Seller”) to JPMorgan Chase Bank, National Association (“Buyer”) Ladies and Gentlemen: In consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller, Buyer and [____] (the “Bailee”) hereby agree as follows: (a) Seller shall deliver to the Bailee in connection with any Purchased Assets delivered to the Bailee hereunder an Identification Certificate in the form of Attachment 1 attached hereto to which shall be attached a Purchased Asset Schedule identifying which Purchased Assets are being delivered to the Bailee hereunder. Such Purchased Asset Schedule shall contain the following fields of information: (a) the loan identifying number; (b) the Purchased Asset obligor’s name; (c) the street address▇▇▇▇▇▇ ▇▇▇▇▇▇▇, city▇▇▇▇, state ▇▇▇▇▇ and zip code for the applicable real property; (d) the original balance; and (e) the current principal balance if different from the original balance. (b) On or prior to the date indicated on the Custodial Identification Certificate delivered by Seller (the “Funding Date”), Seller shall have delivered to the Bailee, as bailee for hire, the original documents set forth on Schedule A attached hereto (collectively, the “Purchased Asset File”) for each of the Purchased Assets (each a “Purchased Asset” and collectively, the “Purchased Assets”) listed in Exhibit A to Attachment 1 attached hereto (the “Purchased Asset Schedule”). (c) The Bailee shall issue and deliver to Buyer and Computershare Trust Company▇▇▇▇▇ Fargo Bank, N.A. National Association (the “Custodian”) on or prior to the Funding Date by facsimile (a) in the name of Buyer, an initial trust receipt and certification in the form of Attachment 2 attached hereto (the “Bailee’s Trust Receipt and Certification”) which Bailee’s Trust Receipt and Certification shall state that the Bailee has received the documents comprising the Purchased Asset File as set forth in the Custodial Identification Certificate (as defined in that certain Custodial Agreement, dated as of March June 18, 20252014, among Seller, Buyer and Custodian), in addition to such other documents required to be delivered to Buyer and/or Custodian pursuant to the Uncommitted Master Repurchase Agreement, dated as of March June 18, 20252014, between Seller and Buyer (the “Repurchase Agreement”). (d) On the applicable Funding Date, in the event that Buyer fails to purchase from Seller the Purchased Assets identified in the related Custodial USActive 60901431.9 Identification Certificate, Buyer shall deliver by facsimile to the Bailee at [____] to the attention of [____], an authorization (the “Facsimile Authorization”) to release the Purchased Asset Files with respect to the Purchased Assets identified therein to Seller. Upon receipt of such Facsimile Authorization, the Bailee shall release the Purchased Asset Files to Seller in accordance with Seller’s instructions.

Appears in 1 contract

Sources: Master Repurchase Agreement (ARC Realty Finance Trust, Inc.)

Assignment Documents. No less than two Prior to the effective date of any Pre- Approved Transfer pursuant to clauses (2A), (B) business days and (E) (but not clauses (C), (D), or (F)-(H)) of Section 3.8.2.2 and prior to the proposed Purchase Dateeffective date of any Discretionary Transfer to an Approved Discretionary Transferee approved by the Authority and/or the City, Seller Developer shall have be required to deliver to the Executive Director and/or City Manager, as applicable, the following documents: (A) if the transfer/assignment concerns the Authority North Mall Property, an assignment and assumption agreement executed by both the transferor/assignor and delivered transferee/assignee, which shall include the option to Buyeracquire the City Option Property, as provided for in form clause (A) of Section 3.8.2.2 unless the Developer has already exercised the option and substance reasonably satisfactory acquired the City Option Property; and (i) a new Authority North Mall Property Promissory Note executed by the transferee/assignee to Buyer replace the Authority North Mall Property Promissory Note previously executed by Developer provided that the entire Authority North Mall Property Promissory Note must be transferred to and its counsel, all applicable assignment documents assigning to Buyer assumed by a single entity in which ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ maintains a minimum fifty and one-tenths percent (50.1%) ownership interest; and (ii) a new Authority North Mall Property Deed of Trust executed by the proposed Eligible Asset transferee/assignee (and in any hedging transactions held by Seller with respect theretoacknowledged to permit recordation of same) that shall be USActive 60901431.9 subject to no liens except as expressly permitted replace the Authority North Mall Property Deed of Trust previously executed by ▇▇▇▇▇. Each ▇▇▇▇ and recorded on June 5, 2018, in the Official Records of Riverside County as Document #2018-0227898 (“Original Authority North Mall Property Deed of Trust”) provided that the new Authority North Mall Property Deed of Trust shall provide the same security and shall encumber the same real property as the Original Authority North Mall Property Deed of Trust; and (iii) if, at the time of the transfer/assignment documents shall contain such representations of the Authority North Mall Property, Developer has exercised the option and warranties in writing concerning acquired fee title to the proposed Eligible Asset and such other terms as shall be satisfactory City Parking Lots pursuant to Buyer in its sole discretionthe City Parking Lots Option Agreement, and shall include blacklined copies has executed a promissory note for all or a portion of each documentthe purchase price of the City Parking Lots pursuant to Section 3.8.3 of the City Parking Lots Option Agreement, showing all changes made to and the forms of assignment documents amounts owing under that promissory note have not been approved in advance by Buyer. USActive 60901431.9 ____________________ ____________________ ____________________ Re: Bailee Agreement (the “Bailee Agreement”) in connection with the pledge by FBRED REIT JWH SELLER, LLCfully paid, a Delaware limited liability company ( “Seller”) to JPMorgan Chase Bank, National Association (“Buyer”) Ladies and Gentlemen: In consideration new promissory note for the then-unpaid portion of the mutual promises set forth herein City Parking Lots promissory note executed by the transferee/assignee to replace the promissory note previously executed by ▇▇▇▇▇▇▇▇▇ and other good a new deed of trust securing the obligation to pay same (and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller, Buyer and [____] (the “Bailee”) hereby agree as follows: (a) Seller shall deliver acknowledged to the Bailee in connection with any Purchased Assets delivered to the Bailee hereunder an Identification Certificate in the form of Attachment 1 attached hereto to which shall be attached a Purchased Asset Schedule identifying which Purchased Assets are being delivered to the Bailee hereunder. Such Purchased Asset Schedule shall contain the following fields of information: (a) the loan identifying number; (b) the Purchased Asset obligor’s name; (c) the street address, city, state and zip code for the applicable real property; (d) the original balance; and (e) the current principal balance if different from the original balance. (b) On or prior to the date indicated on the Custodial Identification Certificate delivered by Seller (the “Funding Date”), Seller shall have delivered to the Bailee, as bailee for hire, the original documents set forth on Schedule A attached hereto (collectively, the “Purchased Asset File”) for each of the Purchased Assets (each a “Purchased Asset” and collectively, the “Purchased Assets”) listed in Exhibit A to Attachment 1 attached hereto (the “Purchased Asset Schedule”permit recordation). (cB) The Bailee shall issue if the transfer/assignment concerns the Authority South Mall Property, an assignment and deliver assumption agreement executed by both the transferor/assignor and transferee/assignee; and (i) a new Authority South Mall Property Promissory Note executed by the transferee/assignee to Buyer replace the Authority South Mall Promissory Note (previously executed by Developer, provided that the entire Authority South Mall Property Promissory Note must be transferred to and Computershare assumed by a single entity in which ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ maintains a minimum fifty and one-tenths percent (50.1%) ownership interest; and (ii) a new Authority South Mall Property Deed of Trust Companyexecuted by the transferee/assignee (and acknowledged to permit recordation of same) to replace the Authority South Mall Property Deed of Trust previously executed by ▇▇▇▇▇▇▇▇▇ and recorded on June 5, N.A. 2018, in the Official Records of Riverside County as Document #2018-0227899 (the CustodianOriginal Authority South Mall Property Deed of Trust”) provided that the new Authority South Mall Property Deed of Trust shall provide the same security and shall encumber the same real property as the Original Authority South Mall Property Deed of Trust; and The Executive Director and/or City Manager, as applicable, shall have the right on behalf of Authority and/or City, as applicable, to approve (or prior to the Funding Date by facsimile (adisapprove) in the name of Buyer, an initial trust receipt and certification in the form of Attachment 2 attached hereto (the “Bailee’s Trust Receipt assignment and Certification”assumption agreement and the new promissory note(s) which Bailee’s Trust Receipt and Certification deed(s) of trust referred to above. The Executive Director and/or City Manager shall state that not unreasonably withhold or delay his/her approval. Any disapproval by the Bailee has received Executive Director and/or City Manager shall be in writing and shall specify the documents comprising grounds for disapproval in sufficient detail to enable Developer and the Purchased Asset File transferee/assignee to correct the form of the assignment and assumption agreement and/or the new promissory note(s) and deed(s) of trust, as set forth in applicable, and resubmit the Custodial Identification Certificate (as defined in that certain Custodial Agreement, dated as of March 18, 2025, among Seller, Buyer and Custodian), in addition to such other documents required to be delivered to Buyer and/or Custodian pursuant to the Uncommitted Master Repurchase Agreement, dated as of March 18, 2025, between Seller and Buyer (the “Repurchase Agreement”)same for approval. (d) On the applicable Funding Date, in the event that Buyer fails to purchase from Seller the Purchased Assets identified in the related Custodial USActive 60901431.9 Identification Certificate, Buyer shall deliver by facsimile to the Bailee at [____] to the attention of [____], an authorization (the “Facsimile Authorization”) to release the Purchased Asset Files with respect to the Purchased Assets identified therein to Seller. Upon receipt of such Facsimile Authorization, the Bailee shall release the Purchased Asset Files to Seller in accordance with Seller’s instructions.

Appears in 1 contract

Sources: Disposition and Development Agreement

Assignment Documents. No less than two (2) business days prior to the proposed Purchase Date, Seller shall have executed and delivered to Buyer, in form and substance reasonably satisfactory to Buyer and its counsel, all applicable assignment documents assigning executed in blank with respect to Buyer the proposed Eligible Asset (and in any hedging transactions Hedging Transactions held by Seller with respect thereto) that shall be USActive 60901431.9 subject to no liens except as expressly permitted by ▇▇▇▇▇Buyer. Each of the assignment documents shall contain such representations and warranties in writing concerning the proposed Eligible Asset and such other terms as shall be satisfactory to Buyer in its sole discretion, and shall include blacklined copies of each document, showing all changes made to the forms of assignment documents that have been approved in advance by Buyer. USActive 60901431.9 ____________________ ____________________ ____________________ TPG RE FINANCE 2, LTD. [ ] [ ] [ ] Attention: [ ] Re: Bailee Agreement Master Repurchase and Securities Contract Agreement, dated as of August 19, 2015 (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Bailee Master Repurchase and Securities Contract Agreement”; capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Master Repurchase and Securities Contract Agreement) in connection with the pledge by FBRED REIT JWH SELLER, LLCand between ▇▇▇▇▇▇▇ ▇▇▇▇▇ BANK USA, a Delaware limited liability company ( “Seller”) to JPMorgan Chase Bank, National Association New York state-chartered bank (“Buyer”) Ladies and Gentlemen: In consideration TPG RE FINANCE 2, LTD., a Cayman Islands exempted company (“Seller”). Pursuant to [Article 4(a)/Article 4(b)]8 of the mutual promises set forth herein Master Repurchase and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, SellerSecurities Contract Agreement, Buyer and [____] (hereby notifies Seller of the “Bailee”) hereby agree existence of a Margin Deficit as of the date hereof as follows: (a) Seller shall deliver : [FOR LTV Purchased Assets:] Outstanding Purchase Price for certain Purchased Asset: $ Buyer’s LTV Margin Percentage for certain Purchased Asset: % Market Value for certain Purchased Asset: $ MARGIN DEFICIT: $ Accrued Interest from [ ] to the Bailee in connection with any [ ]: $ TOTAL WIRE DUE: $ [For Debt Yield Purchased Assets delivered Assets:] Debt Yield for certain Purchased Asset: % Debt Yield Margin Percentage for certain Purchased Asset: % MARGIN DEFICIT: $ Accrued Interest from [ ] to the Bailee hereunder an Identification Certificate in the form of Attachment 1 attached hereto to which shall be attached [ ]: $ TOTAL WIRE DUE: $ 8 Based on whether a Purchased Asset Schedule identifying which Purchased Assets are being delivered to the Bailee hereunder. Such is a Debt Yield Purchased Asset Schedule shall contain the following fields of information: (a) the loan identifying number; (b) the or an LTV Purchased Asset obligor’s name; (c) the street address, city, state and zip code for the applicable real property; (d) the original balance; and (e) the current principal balance if different from the original balance. (b) On or prior to the date indicated SELLER IS REQUIRED TO CURE THE MARGIN DEFICIT SPECIFIED ABOVE IN ACCORDANCE WITH THE MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT AND WITHIN THE TIME PERIOD SPECIFIED [ARTICLE 4(a)/ARTICLE 4(b)]9 THEREOF. 9 Based on the Custodial Identification Certificate delivered by Seller (the “Funding Date”), Seller shall have delivered to the Bailee, as bailee for hire, the original documents set forth on Schedule A attached hereto (collectively, the “whether a Purchased Asset File”is a Debt Yield Purchased Asset or an LTV Purchased Asset ▇▇▇▇▇▇▇ SACHS BANK USA, a New York state-chartered bank By: Name: Title: Reference is hereby made to Article 13(k) for each of the Purchased Assets (each a “Purchased Asset” Master Repurchase and collectively, the “Purchased Assets”) listed in Exhibit A to Attachment 1 attached hereto (the “Purchased Asset Schedule”). (c) The Bailee shall issue and deliver to Buyer and Computershare Trust Company, N.A. (the “Custodian”) on or prior to the Funding Date by facsimile (a) in the name of Buyer, an initial trust receipt and certification in the form of Attachment 2 attached hereto (the “Bailee’s Trust Receipt and Certification”) which Bailee’s Trust Receipt and Certification shall state that the Bailee has received the documents comprising the Purchased Asset File as set forth in the Custodial Identification Certificate (as defined in that certain Custodial Securities Contract Agreement, dated as of March 18August 19, 2025, among Seller, Buyer 2015 (the “Master Repurchase and CustodianSecurities Contract Agreement”), in addition by and between ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA, a New York state-chartered bank, as Buyer, and TPG RE Finance 2, Ltd., a Cayman Islands exempted company, as Seller. Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to such other documents required terms in the Master Repurchase and Securities Contract Agreement. The undersigned hereby certifies that (i) it is the sole record and beneficial owner of the ownership interest in the Transaction(s) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the applicable Seller(s) within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the applicable Seller(s) as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the applicable Seller(s) with a correct, complete, and accurate executed IRS Form W-8BEN or W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the applicable Seller(s), and (2) the undersigned shall have at all times furnished the applicable Seller(s) with a properly completed and currently effective certificate in either the calendar year in which each payment is to be delivered to Buyer and/or Custodian pursuant made to the Uncommitted undersigned, or in either of the two calendar years preceding such payments. [NAME OF ASSIGNEE] By: Name: Title: Date: , 201[ ] Reference is hereby made to Article 13(k) of the Master Repurchase and Securities Contract Agreement, dated as of March 18August 19, 2025, between Seller and Buyer 2015 (the “Master Repurchase and Securities Contract Agreement”). , by and between ▇▇▇▇▇▇▇ Sachs Bank USA, a New York state-chartered bank, as Buyer, and TPG RE Finance 2, Ltd., a Cayman Islands exempted company, as Seller. Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to such terms in the Master Repurchase and Securities Contract Agreement. The undersigned hereby certifies that (di) On it is the sole record and beneficial owner of the ownership interest in the Transaction(s) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the applicable Funding DateSeller(s) within the meaning of Section 871(h)(3)(B) of the Code, in the event that Buyer fails to purchase from Seller the Purchased Assets identified in the and (iv) it is not a controlled foreign corporation related Custodial USActive 60901431.9 Identification Certificate, Buyer shall deliver by facsimile to the Bailee applicable Seller(s) as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the applicable Buyer or Assignee with a correct, complete, and accurate executed IRS Form W-8BEN or W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Buyer or Assignee in writing, and (2) the undersigned shall have at [____] all times furnished such Buyer or Assignee with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the attention undersigned, or in either of the two calendar years preceding such payments. [____]NAME OF PARTICIPANT] By: Name: Title: Date: , an authorization 201[ ] Reference is hereby made to Article 13(k) of the Master Repurchase and Securities Contract Agreement, dated as of August 19, 2015 (the “Facsimile AuthorizationMaster Repurchase and Securities Agreement), by and between ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA, a New York state-chartered bank, as Buyer, and TPG RE Finance 2, Ltd., a Cayman Islands exempted company, as Seller. Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to such terms in the Master Repurchase and Securities Contract Agreement. The undersigned hereby certifies that (i) it is the sole record owner of the ownership interest in the Transaction(s) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such interest, (iii) with respect such interest, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to release a loan agreement entered into in the Purchased Asset Files ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the applicable Seller(s) within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the applicable Seller(s) as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the applicable Buyer or Assignee with a correct, complete, and accurate executed IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Buyer or Assignee and (2) the undersigned shall have at all times furnished such Buyer or Assignee with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. [NAME OF PARTICIPANT] By: Name: Title: Date: , 201[ ] Reference is hereby made to Article 13(k) of the Master Repurchase and Securities Contract Agreement, dated as of August 19, 2015 (the “Master Repurchase and Securities Contract Agreement”), by and between ▇▇▇▇▇▇▇ Sachs Bank USA, a New York state-chartered bank, as Buyer, and TPG RE Finance 2, Ltd., a Cayman Islands exempted company, as Seller. Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to such terms in the Master Repurchase and Securities Contract Agreement. The undersigned hereby certifies that (i) it is the sole record owner of the ownership interest in the Transaction(s) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such interest, (iii) with respect to such interest, neither the Purchased Assets identified therein undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to Sellera loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the applicable Seller(s) within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the applicable Seller(s) as described in Section 881(c)(3)(C) of the Code. Upon receipt The undersigned has furnished the applicable Seller(s) with a correct, complete, and accurate executed IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E from each of such Facsimile Authorizationpartner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the Bailee undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall release promptly so inform the Purchased Asset Files applicable Seller(s), and (2) the undersigned shall have at all times furnished the applicable Seller(s) with a properly completed and currently effective certificate in either the calendar year in which each payment is to Seller be made to the undersigned, or in accordance with Seller’s instructions.either of the two calendar years preceding such payments. [NAME OF ASSIGNEE] By: Name: Title: Date: , 201[ ] ▇▇▇▇▇▇▇ ▇▇▇▇▇ BANK USA ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇

Appears in 1 contract

Sources: Master Repurchase and Securities Contract Agreement (TPG RE Finance Trust, Inc.)

Assignment Documents. No less than two (2) business days Business Days prior to the proposed Purchase Date, Seller shall have executed and delivered to BuyerPurchaser, in form and substance reasonably satisfactory to Buyer Purchaser and its counsel, all applicable assignment documents assigning to Buyer Purchaser the proposed Eligible Asset (and in any hedging transactions held by Seller with respect thereto) that shall be USActive 60901431.9 subject to no liens except as expressly permitted by ▇▇▇▇▇Purchaser. Each of the assignment documents shall contain such representations and warranties in writing concerning the proposed Eligible Asset and such other terms as shall be satisfactory to Buyer Purchaser in its sole and absolute discretion. Via Electronic Transmission FS CREIT Finance BB-1 LLC 2▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Philadelphia, and shall include blacklined copies of each document, showing all changes made to the forms of assignment documents that have been approved in advance by Buyer. USActive 60901431.9 PA 19112 Attention: Chief Financial Officer Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Email: c▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ F▇▇▇▇▇▇____________________ ____________________ ____________________ ▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Re: Bailee Agreement (the “Bailee Agreement”) in connection with the pledge by FBRED REIT JWH SELLER, LLC, a Delaware limited liability company ( “Seller”) to JPMorgan Chase Bank, National Association (“Buyer”) Ladies and Gentlemen: In consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller, Buyer and [____] (the “Bailee”) hereby agree as follows: (a) Seller shall deliver to the Bailee in connection with any Purchased Assets delivered to the Bailee hereunder an Identification Certificate in the form of Attachment 1 attached hereto to which shall be attached a Purchased Asset Schedule identifying which Purchased Assets are being delivered to the Bailee hereunder. Such Purchased Asset Schedule shall contain the following fields of information: (a) the loan identifying number; (b) the Purchased Asset obligor’s name; (c) the street address, city, state and zip code for the applicable real property; (d) the original balance; and (e) the current principal balance if different from the original balance. (b) On or prior to the date indicated on the Custodial Identification Certificate delivered by Seller (the “Funding Date”), Seller shall have delivered to the Bailee, as bailee for hire, the original documents set forth on Schedule A attached hereto (collectively, the “Purchased Asset File”) for each of the Purchased Assets (each a “Purchased Asset” and collectively, the “Purchased Assets”) listed in Exhibit A to Attachment 1 attached hereto (the “Purchased Asset Schedule”). (c) The Bailee shall issue and deliver to Buyer and Computershare Trust Company, N.A. (the “Custodian”) on or prior to the Funding Date by facsimile (a) in the name of Buyer, an initial trust receipt and certification in the form of Attachment 2 attached hereto (the “Bailee’s Trust Receipt and Certification”) which Bailee’s Trust Receipt and Certification shall state that the Bailee has received the documents comprising the Purchased Asset File as set forth in the Custodial Identification Certificate (as defined in that certain Custodial Agreement, dated as of March 18, 2025, among Seller, Buyer and Custodian), in addition to such other documents required to be delivered to Buyer and/or Custodian pursuant to the Uncommitted Master Repurchase Agreement, dated as of March 18February 22, 20252021 (as amended, between Seller amended and Buyer (restated, supplemented, waived or otherwise modified and in effect from time to time, the “Master Repurchase Agreement”). ) by and between Barclays Bank PLC (d) On the applicable Funding Date, in the event that Buyer fails to purchase from Seller the Purchased Assets identified in the related Custodial USActive 60901431.9 Identification Certificate, Buyer shall deliver by facsimile to the Bailee at [____] to the attention of [____], an authorization (the Facsimile AuthorizationPurchaser”) and FS CREIT Finance BB-1 LLC (“Seller”) Ladies and Gentlemen: Pursuant to release Article 4(a) of the Purchased Asset Files Master Repurchase Agreement, Purchaser hereby notifies Seller that (i) there exists a Margin Deficit has occurred as set forth belowEvent with respect to the Purchased Assets identified therein to Seller. Upon receipt of such Facsimile Authorization, the Bailee shall release the a Purchased Asset Files and (ii) the related Margin Deficit for such Purchased Asset equals an amount greater than the Margin Deficit Threshold with respect to Seller such Purchased Asset. Capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in accordance with Seller’s instructions.the Master Repurchase Agreement. Purchased Asset: (a) Repurchase Price of Purchased Asset: $ (b) Maximum Purchase Price of Purchased Asset: $

Appears in 1 contract

Sources: Master Repurchase Agreement (FS Credit Real Estate Income Trust, Inc.)

Assignment Documents. No less than two (2) business days prior to the proposed Purchase Date, Seller shall have executed and delivered to Buyer, in form and substance reasonably satisfactory to Buyer and its counsel, all applicable assignment documents assigning to Buyer the proposed Eligible Asset (and in any hedging transactions held by Seller with respect thereto) that shall be USActive 60901431.9 subject to no liens except as expressly permitted by ▇▇▇▇▇Buyer. Each of the assignment documents shall contain such representations and warranties in writing concerning the proposed Eligible Asset and such other terms as shall be satisfactory to Buyer in its sole discretion, and shall include blacklined copies of each document, showing all changes made to the forms of assignment documents that have been approved in advance by Buyer. USActive 60901431.9 ____________________ ____________________ ____________________ Re: Bailee Agreement (the “Bailee Agreement”) in connection with the pledge by FBRED REIT JWH SELLERACRES SPE 2025-1, LLC, a Delaware limited liability company LLC ( “Seller”) to JPMorgan Chase Bank, National Association (“Buyer”) Ladies and Gentlemen: In consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller, Buyer and [____] (the “Bailee”) hereby agree as follows: (a) Seller shall deliver to the Bailee in connection with any Purchased Assets delivered to the Bailee hereunder an Identification Certificate in the form of Attachment 1 attached hereto to which shall be attached a Purchased Asset Schedule identifying which Purchased Assets are being delivered to the Bailee hereunder. Such Purchased Asset Schedule shall contain the following fields of information: (a) the loan identifying number; (b) the Purchased Asset obligor’s name; (c) the street address, city, state and zip code for the applicable real property; (d) the original balance; and (e) the current principal balance if different from the original balance. (b) On or prior to the date indicated on the Custodial Identification Certificate delivered by Seller (the “Funding Date”), Seller shall have delivered to the Bailee, as bailee for hire, the original documents set forth on Schedule A attached hereto (collectively, the “Purchased Asset File”) for each of the Purchased Assets (each a “Purchased Asset” and collectively, the “Purchased Assets”) listed in Exhibit A to Attachment 1 attached hereto (the “Purchased Asset Schedule”). (c) The Bailee shall issue and deliver to Buyer and Computershare Trust Company, N.A. (the “Custodian”) on or prior to the Funding Date by facsimile (a) in the name of Buyer, an initial trust receipt and certification in the form of Attachment 2 attached hereto (the “Bailee’s Trust Receipt and Certification”) which Bailee’s Trust Receipt and Certification shall state that the Bailee has received the documents comprising the Purchased Asset File as set forth in the Custodial Identification Certificate (as defined in that certain Custodial Agreement, dated as of March 1814, 2025, among Seller, Buyer and Custodian), in addition to such other documents required to be delivered to Buyer and/or Custodian pursuant to the Uncommitted Master Repurchase Agreement, dated as of March 1814, 2025, between Seller and Buyer (the “Repurchase Agreement”). (d) On the applicable Funding Date, in the event that Buyer fails to purchase from Seller the Purchased Assets identified in the related Custodial USActive 60901431.9 Identification Certificate, Buyer shall deliver by facsimile to the Bailee at [____] to the attention of [____], an authorization (the “Facsimile Authorization”) to release the Purchased Asset Files with respect to the Purchased Assets identified therein to Seller. Upon receipt of such Facsimile Authorization, the Bailee shall release the Purchased Asset Files to Seller in accordance with Seller’s instructions.

Appears in 1 contract

Sources: Master Repurchase Agreement (ACRES Commercial Realty Corp.)

Assignment Documents. No less than two (2) business days prior to the proposed Purchase Date, Seller shall have executed and delivered to Buyer, in form and substance reasonably satisfactory to Buyer and its counsel, all applicable assignment documents assigning to Buyer the proposed Eligible Asset (and in any hedging transactions Hedging Transactions held by Seller with respect thereto) that shall be USActive 60901431.9 subject to no liens except as expressly permitted by ▇▇▇▇▇Buyer. Each of the assignment documents shall contain such representations and warranties in writing concerning the proposed Eligible Asset and such other terms as shall be satisfactory to Buyer in its sole discretion, and shall include blacklined copies of each document, showing all changes made to the forms of assignment documents that have been approved in advance by Buyer. USActive 60901431.9 ____________________ ____________________ ____________________ Re: Bailee Agreement (the “Bailee Agreement”) in connection with the pledge by FBRED REIT JWH SELLER, LLC, a Delaware limited liability company ( [ ] (“Seller”) to JPMorgan Chase Bank, National Association (“Buyer”) Ladies and Gentlemen: In consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller, Buyer and [____[ ] (the “Bailee”) hereby agree as follows: (a) Seller shall deliver to the Bailee in connection with any Purchased Assets delivered to the Bailee hereunder an Identification the Custodial Delivery Certificate in the form of Attachment 1 attached hereto to which shall be attached a Purchased Asset Schedule identifying which Purchased Assets are being delivered to the Bailee hereunder. Such Purchased Asset Schedule shall contain the following fields of information: (a) the loan identifying number; (b) the Purchased Asset obligor’s name; (c) the street address, city, state and zip code for the applicable real property; (d) the original balance; and (e) the current principal balance if different from the original balance. (b) On or prior to the date indicated on the Custodial Identification Delivery Certificate delivered by Seller (the “Funding Date”), Seller shall have delivered to the Bailee, as bailee for hire, the original documents set forth on Schedule A Exhibit B attached hereto thereto (collectively, the “Purchased Asset File”) for each of the Purchased Assets (each a “Purchased Asset” and collectively, the “Purchased Assets”) listed in Exhibit A to Attachment 1 attached hereto (the “Purchased Asset Schedule”)thereto. (c) The Bailee shall issue and deliver to Buyer and Computershare Trust Company, N.A. U.S. Bank National Association (the “Custodian”) on or prior to the Funding Date by facsimile (a) in the name of Buyer, an initial trust receipt and certification in the form of Attachment 2 attached hereto (the “Bailee’s Trust Receipt and Certification”) which Bailee’s Trust Receipt and Certification shall state that the Bailee has received the documents comprising the Purchased Asset File as set forth in the Custodial Identification Certificate (as defined in that certain Custodial Agreement, dated as of March 18, 2025, among Seller, Buyer and Custodian), in addition to such other documents required to be delivered to Buyer and/or Custodian pursuant to the Uncommitted Master Repurchase Agreement, dated as of March 18, 2025, between Seller and Buyer (the “Repurchase Agreement”)Delivery Certificate. (d) On the applicable Funding Date, in the event that Buyer fails to purchase from Seller the Purchased Assets identified in the related Custodial USActive 60901431.9 Identification Delivery Certificate, Buyer shall deliver by facsimile to the Bailee at [____[ ] to the attention of [____[ ], an authorization (the “Facsimile Authorization”) to release the Purchased Asset Files with respect to the Purchased Assets identified therein to Seller. Upon receipt of such Facsimile Authorization, the Bailee shall release the Purchased Asset Files to Seller in accordance with Seller’s instructions.

Appears in 1 contract

Sources: Master Repurchase Agreement (Blackstone Mortgage Trust, Inc.)

Assignment Documents. No less than two (2) business days Business Days prior to the proposed Purchase Date, Seller shall have executed and delivered to BuyerPurchaser, in form and substance reasonably satisfactory to Buyer Purchaser and its counsel, all applicable assignment documents assigning to Buyer in blank the proposed Eligible Asset (and in any hedging transactions held by Seller with respect thereto) that shall be USActive 60901431.9 subject to no liens Liens except as expressly permitted by ▇▇▇▇▇Purchaser. Each of the assignment documents shall contain such representations and warranties in writing concerning the proposed Eligible Asset and such other terms as in each case shall be satisfactory to Buyer Purchaser in its sole and absolute discretion. Via Electronic Transmission TPG RE Finance 23, and shall include blacklined copies of each documentLtd. c/o TPG RE Finance Trust Management, showing all changes made to the forms of assignment documents that have been approved in advance by Buyer. USActive 60901431.9 ____________________ ____________________ ____________________ L.P. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇ Re: Bailee Agreement (the “Bailee Agreement”) in connection with the pledge by FBRED REIT JWH SELLER, LLC, a Delaware limited liability company ( “Seller”) to JPMorgan Chase Bank, National Association (“Buyer”) Ladies and Gentlemen: In consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller, Buyer and [____] (the “Bailee”) hereby agree as follows: (a) Seller shall deliver to the Bailee in connection with any Purchased Assets delivered to the Bailee hereunder an Identification Certificate in the form of Attachment 1 attached hereto to which shall be attached a Purchased Asset Schedule identifying which Purchased Assets are being delivered to the Bailee hereunder. Such Purchased Asset Schedule shall contain the following fields of information: (a) the loan identifying number; (b) the Purchased Asset obligor’s name; (c) the street address, city, state and zip code for the applicable real property; (d) the original balance; and (e) the current principal balance if different from the original balance. (b) On or prior to the date indicated on the Custodial Identification Certificate delivered by Seller (the “Funding Date”), Seller shall have delivered to the Bailee, as bailee for hire, the original documents set forth on Schedule A attached hereto (collectively, the “Purchased Asset File”) for each of the Purchased Assets (each a “Purchased Asset” and collectively, the “Purchased Assets”) listed in Exhibit A to Attachment 1 attached hereto (the “Purchased Asset Schedule”). (c) The Bailee shall issue and deliver to Buyer and Computershare Trust Company, N.A. (the “Custodian”) on or prior to the Funding Date by facsimile (a) in the name of Buyer, an initial trust receipt and certification in the form of Attachment 2 attached hereto (the “Bailee’s Trust Receipt and Certification”) which Bailee’s Trust Receipt and Certification shall state that the Bailee has received the documents comprising the Purchased Asset File as set forth in the Custodial Identification Certificate (as defined in that certain Custodial Agreement, dated as of March 18, 2025, among Seller, Buyer and Custodian), in addition to such other documents required to be delivered to Buyer and/or Custodian pursuant to the Uncommitted Master Repurchase Agreement, dated as of March 18August 13, 20252019 (as amended, between Seller restated, supplemented, or otherwise modified and Buyer (in effect from time to time, the “Master Repurchase Agreement”).) by and between Barclays Bank PLC (“Purchaser”) and TPG RE Finance 23, Ltd. (“Seller”) Ladies and Gentlemen: Pursuant to Article 4(a) of the Master Repurchase Agreement, Purchaser hereby notifies Seller that a Margin Deficit has occurred as set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Master Repurchase Agreement. Purchased Asset: (da) On the applicable Funding DateOutstanding Purchase Price of Purchased Asset: $ (b) Ultimate Maximum Purchase Price of Purchased Asset: $ (c) Margin Deficit ((a) minus (b)): $ MARGIN DEFICIT: $ Accrued interest from to $ TOTAL WIRE DUE: $ WHEN A MARGIN DEFICIT EXISTS, in the event that Buyer fails to purchase from Seller the Purchased Assets identified in the related Custodial USActive 60901431.9 Identification Certificate, Buyer shall deliver by facsimile to the Bailee at [____] to the attention of [____], an authorization (the “Facsimile Authorization”SELLER IS REQUIRED TO CURE THE MARGIN DEFICIT SPECIFIED ABOVE IN ACCORDANCE WITH THE MASTER REPURCHASE AGREEMENT AND WITHIN THE TIME PERIOD SPECIFIED IN ARTICLE 4(b) to release the Purchased Asset Files with respect to the Purchased Assets identified therein to SellerTHEREOF. Upon receipt of such Facsimile Authorization, the Bailee shall release the Purchased Asset Files to Seller in accordance with Seller’s instructions.By: Name: Title:

Appears in 1 contract

Sources: Master Repurchase Agreement (TPG RE Finance Trust, Inc.)

Assignment Documents. No less than two (2) business days Business Days prior to the proposed Purchase Date, Seller shall have executed and delivered to BuyerPurchaser, in form and substance reasonably satisfactory to Buyer Purchaser and its counsel, all applicable assignment documents assigning to Buyer Purchaser the proposed Eligible Asset (and in any hedging transactions held by Seller with respect thereto) that shall be USActive 60901431.9 subject to no liens except as expressly permitted by ▇▇▇▇▇Purchaser. Each of the assignment documents shall contain such representations and warranties in writing concerning the proposed Eligible Asset and such other terms as shall be satisfactory to Buyer Purchaser in its sole and absolute discretion. 4895-1210-4939v.10 Via Electronic Transmission [_________________] [_________________] [_________________] Attention: [___________] Emails: [__________] Re: Master Repurchase Agreement, dated as of December 17, 2024 (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Master Repurchase Agreement”) by and between ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA (“Purchaser”) and PCREDIT Levered A, LLC (“Seller”) Ladies and Gentlemen: Pursuant to Article 4(a) of the Master Repurchase Agreement, Purchaser hereby notifies Seller that a Margin Deficit Event has occurred as set forth below. Capitalized terms used but not otherwise defined herein shall include blacklined copies of each document, showing all changes made to have the forms of assignment documents that have been approved meanings assigned thereto in advance by Buyerthe Master Repurchase Agreement. USActive 60901431.9 Purchased Asset: _____________________ [DESCRIBE MARGIN DEFICIT EVENT] MARGIN DEFICIT: $___________ Accrued interest from __________ to __________: $___________ TOTAL WIRE DUE: $___________ 4895-1210-4939v.10 By: Name: Title: 4895-1210-4939v.10 ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ New York, New York 10282 Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Re: Master Repurchase Agreement, dated as of December 17, 2024 by and between ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA (“Purchaser”) and PCREDIT Levered A, LLC (“Seller”) (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Master Repurchase Agreement”) Ladies and Gentlemen: With respect to the Purchased Assets described in the attached Schedule A (the “Purchased Assets”) (a) we hereby certify to you that the Purchased Assets are not subject to a lien of any third party, and (b) we hereby release to you all rights, interests or claims of any kind other than any rights, interests or claims under the Master Repurchase Agreement and the other Transaction Documents with respect to such Purchased Assets, such release to be effective automatically without further action by any party upon payment by Purchaser of the amount of the Purchase Price contemplated under the Master Repurchase Agreement (calculated in accordance with the terms thereof) in accordance with the wiring instructions set forth in the Master Repurchase Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Master Repurchase Agreement. Very truly yours, By: Name: Title: 4895-1210-4939v.10 4895-1210-4939v.10 ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ New York, New York 10282 Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Re: Master Repurchase Agreement, dated as of December 17, 2024 (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Master Repurchase Agreement”) by and between ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA (“Purchaser”) and PCREDIT Levered A, LLC (“Seller”) Ladies and Gentlemen: This Covenant Compliance Certificate is furnished pursuant to that Master Repurchase Agreement and the Guaranty, dated as of December 17, 2024 (the “Guaranty”), made by [____________________ ], a [____________________ Re: Bailee Agreement (the “Bailee Agreement”) in connection with the pledge by FBRED REIT JWH SELLER, LLC, a Delaware limited liability company ( “Seller”) to JPMorgan Chase Bank, National Association ] (“Buyer”) Ladies and Gentlemen: In consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller, Buyer and [____] (the “Bailee”) hereby agree as follows: (a) Seller shall deliver to the Bailee in connection with any Purchased Assets delivered to the Bailee hereunder an Identification Certificate in the form of Attachment 1 attached hereto to which shall be attached a Purchased Asset Schedule identifying which Purchased Assets are being delivered to the Bailee hereunder. Such Purchased Asset Schedule shall contain the following fields of information: (a) the loan identifying number; (b) the Purchased Asset obligor’s name; (c) the street address, city, state and zip code for the applicable real property; (d) the original balance; and (e) the current principal balance if different from the original balance. (b) On or prior to the date indicated on the Custodial Identification Certificate delivered by Seller (the “Funding DateGuarantor”), Seller in favor of Purchaser. Capitalized terms used but not otherwise defined herein shall have delivered to the Bailee, as bailee for hire, the original documents set forth on Schedule A attached hereto (collectively, the “Purchased Asset File”) for each of the Purchased Assets (each a “Purchased Asset” and collectively, the “Purchased Assets”) listed in Exhibit A to Attachment 1 attached hereto (the “Purchased Asset Schedule”). (c) The Bailee shall issue and deliver to Buyer and Computershare Trust Company, N.A. (the “Custodian”) on or prior to the Funding Date by facsimile (a) meanings assigned thereto in the name of Buyer, an initial trust receipt and certification in the form of Attachment 2 attached hereto (the “Bailee’s Trust Receipt and Certification”) which Bailee’s Trust Receipt and Certification shall state that the Bailee has received the documents comprising the Purchased Asset File as set forth in the Custodial Identification Certificate (as defined in that certain Custodial Agreement, dated as of March 18, 2025, among Seller, Buyer and Custodian), in addition to such other documents required to be delivered to Buyer and/or Custodian pursuant to the Uncommitted Master Repurchase Agreement, dated as of March 18, 2025, between Seller and Buyer (the “Repurchase Agreement”). (d) On the applicable Funding Date, in the event that Buyer fails to purchase from Seller the Purchased Assets identified in the related Custodial USActive 60901431.9 Identification Certificate, Buyer shall deliver by facsimile to the Bailee at [____] to the attention of [____], an authorization (the “Facsimile Authorization”) to release the Purchased Asset Files with respect to the Purchased Assets identified therein to Seller. Upon receipt of such Facsimile Authorization, the Bailee shall release the Purchased Asset Files to Seller in accordance with Seller’s instructions.THE UNDERSIGNED HEREBY CERTIFIES THAT:

Appears in 1 contract

Sources: Master Repurchase Agreement (Principal Credit Real Estate Income Trust)

Assignment Documents. No less than two (2) business days prior to the proposed Purchase Date, Seller shall have executed and delivered to Buyer, in form and substance reasonably satisfactory to Buyer and its counsel, all applicable assignment documents assigning to Buyer the proposed Eligible Asset (and in any hedging transactions Hedging Transactions held by Seller with respect thereto) that shall be USActive 60901431.9 subject to no liens except as expressly permitted by ▇▇▇▇▇Buyer. Each of the assignment documents shall contain such representations and warranties in writing concerning the proposed Eligible Asset and such other terms as shall be satisfactory to Buyer in its sole discretion, and shall include blacklined copies of each document, showing all changes made to the forms of assignment documents that have been approved in advance by Buyer. USActive 60901431.9 __________________________ __________________________ __________________________ Re: Bailee Agreement (the “Bailee Agreement”) in connection with the pledge by FBRED REIT JWH SELLER, LLC, a Delaware limited liability company ( by[ ] (the “Seller”) to JPMorgan Chase Bank, National Association Funding Inc. (the “Buyer”) Ladies and Gentlemen: In consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller, Buyer and [____[ ] (the “Bailee”) hereby agree as follows: (a) Seller shall deliver to the Bailee in connection with any Purchased Assets delivered to the Bailee hereunder an Identification Certificate in the form of Attachment 1 attached hereto to which shall be attached a Purchased Asset Schedule identifying which Purchased Assets are being delivered to the Bailee hereunder. Such Purchased Asset Schedule shall contain the following fields of information: (a) the loan identifying number; (b) the Purchased Asset obligor’s name; (c) the street address▇▇▇▇▇▇ ▇▇▇▇▇▇▇, city▇▇▇▇, state ▇▇▇▇▇ and zip code for the applicable real property; (d) the original balance; and (e) the current principal balance if different from the original balance. (b) On or prior to the date indicated on the Custodial Identification Certificate delivered by Seller (the “Funding Date”), Seller shall have delivered to the Bailee, as bailee for hire, the original documents set forth on Schedule A attached hereto (collectively, the “Purchased Asset File”) for each of the Purchased Assets (each a “Purchased Asset” and collectively, the “Purchased Assets”) listed in Exhibit A to Attachment 1 attached hereto (the “Purchased Asset Schedule”). (c) The Bailee shall issue and deliver to Buyer and Computershare Trust Company, N.A. LaSalle Bank National Association (the “Custodian”) on or prior to the Funding Date by facsimile (a) in the name of Buyer, an initial trust receipt and certification in the form of Attachment 2 attached hereto (the “Bailee’s Trust Receipt and Certification”) which Bailee’s Trust Receipt and Certification shall state that the Bailee has received the documents comprising the Purchased Asset File as set forth in the Custodial Identification Certificate (as defined in that certain Custodial Agreement, Agreement dated as of March 18November 21, 20252008, among [ ], Seller, Buyer and CustodianCustodian (as defined in Article 5 below), in addition to such other documents required to be delivered to Buyer and/or Custodian pursuant to the Uncommitted Master Repurchase Agreement, Agreement dated as of March 18November 21, 20252008, between [ ], Seller and Buyer (the “Repurchase Agreement”). (d) On the applicable Funding Date, in the event that Buyer fails to purchase from Seller the Purchased Assets identified in the related Custodial USActive 60901431.9 Identification Certificate, Buyer shall deliver by facsimile to the Bailee at [____[ ] to the attention of [____[ ], an authorization (the “Facsimile Authorization”) to release the Purchased Asset Files with respect to the Purchased Assets identified therein to Seller. Upon receipt of such Facsimile Authorization, the Bailee shall release the Purchased Asset Files to Seller in accordance with Seller’s instructions.

Appears in 1 contract

Sources: Master Repurchase Agreement (Capital Trust Inc)

Assignment Documents. No less than two (2) business days prior to the proposed Purchase Date, Seller shall have executed and delivered to Buyer, in form and substance reasonably satisfactory to Buyer and its counsel, all applicable assignment documents assigning to Buyer the proposed Eligible Asset (and in any hedging transactions Hedging Transactions held by Seller with respect thereto) that shall be USActive 60901431.9 subject to no liens except as expressly permitted by ▇▇▇▇▇Buyer. Each of the assignment documents shall contain such representations and warranties in writing concerning the proposed Eligible Asset and such other terms as shall be satisfactory to Buyer in its sole discretion, and shall include blacklined copies of each document, showing all changes made to the forms of assignment documents that have been approved in advance by Buyer. USActive 60901431.9 EXHIBIT IX ____________________ ____________________ ____________________ Re: Bailee Agreement (the “Bailee Agreement”) in connection with the pledge by FBRED REIT JWH SELLERCT Legacy Citi SPV, LLC, a Delaware limited liability company ( LLC (“Seller”) to JPMorgan Chase BankCITIGROUP FINANCIAL PRODUCTS INC. and CITIGROUP GLOBAL MARKETS INC. (collectively, National Association (“Buyer”) Ladies and Gentlemen: In consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller, Buyer and [____] Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP (the “Bailee”) hereby agree as follows: (a) Seller shall deliver to the Bailee in connection with any Purchased Assets delivered to the Bailee hereunder an Identification Certificate in the form of Attachment 1 attached hereto to which shall be attached a Purchased Asset Schedule identifying which Purchased Assets are being delivered to the Bailee hereunder. Such Purchased Asset Schedule shall contain the following fields of information: (a) the loan identifying number; (b) the Purchased Asset obligor’s name; (c) the street address▇▇▇▇▇▇ ▇▇▇▇▇▇▇, city▇▇▇▇, state ▇▇▇▇▇ and zip code for the applicable real property; (d) the original balance; and (e) the current principal balance if different from the original balance. (b) On or prior to the date indicated on the Custodial Identification Certificate delivered by Seller (the “Funding Date”), Seller shall have delivered to the Bailee, as bailee for hire, the original documents set forth on Schedule A attached hereto (collectively, the “Purchased Asset File”) for each of the Purchased Assets (each a “Purchased Asset” and collectively, the “Purchased Assets”) listed in Exhibit A to Attachment 1 attached hereto (the “Purchased Asset Schedule”). (c) The Bailee shall issue and deliver to Buyer and Computershare Deutsche Bank Trust Company, N.A. Company Americas (the “Custodian”) on or prior to the Funding Date by facsimile (a) in the name of Buyer, an initial trust receipt and certification in the form of Attachment 2 attached hereto (the “Bailee’s Trust Receipt and Certification”) which Bailee’s Trust Receipt and Certification shall state that the Bailee has received the documents comprising the Purchased Asset File as set forth in the Custodial Identification Certificate (as defined in that certain Amended and Restated Custodial Agreement, dated as of March 1831, 20252011, among Seller, Buyer and Custodian), in addition to such other documents required to be delivered to Buyer and/or Custodian pursuant to the Uncommitted Amended and Restated Master Repurchase Agreement, dated as of March 1831, 20252011, between Seller and Buyer (the “Repurchase Agreement”). (d) On the applicable Funding Date, in the event that Buyer fails to purchase from Seller the Purchased Assets identified in the related Custodial USActive 60901431.9 Identification Certificate, Buyer shall deliver by facsimile to the Bailee at [____] (▇▇▇) ▇▇▇-▇▇▇▇ to the attention of [____]▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Esq., an authorization (the “Facsimile Authorization”) to release the Purchased Asset Files with respect to the Purchased Assets identified therein to Seller. Upon receipt of such Facsimile Authorization, the Bailee shall release the Purchased Asset Files to Seller in accordance with Seller’s instructions.

Appears in 1 contract

Sources: Master Repurchase Agreement (Capital Trust Inc)

Assignment Documents. No less than two (2) business days prior to the proposed Purchase Date, Seller shall have executed and delivered to Buyer, in form and substance reasonably satisfactory to Buyer and its counsel, all applicable assignment documents assigning to Buyer the proposed Eligible Asset (and in any hedging transactions Hedging Transactions held by Seller with respect thereto) that shall be USActive 60901431.9 subject to no liens except as expressly permitted by ▇▇▇▇▇Buyer. Each of the assignment documents shall contain such representations and warranties in writing concerning the proposed Eligible Asset and such other terms as shall be satisfactory to Buyer in its sole discretion, and shall include blacklined copies of each document, showing all changes made to the forms of assignment documents that have been approved in advance by Buyer. USActive 60901431.9 _________________________ _________________________ _________________________ Re: Bailee Agreement (the “Bailee Agreement”) in connection with the pledge by FBRED REIT JWH SELLER, LLC, a Delaware limited liability company ( by[ ] (the “Seller”) to JPMorgan Chase Bank, National Association N.A. (the “Buyer”) Ladies and Gentlemen: In consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller, Buyer and [____[ ] (the “Bailee”) hereby agree as follows: (a) Seller shall deliver to the Bailee in connection with any Purchased Assets delivered to the Bailee hereunder an Identification Certificate in the form of Attachment 1 attached hereto to which shall be attached a Purchased Asset Schedule identifying which Purchased Assets are being delivered to the Bailee hereunder. Such Purchased Asset Schedule shall contain the following fields of information: (a) the loan identifying number; (b) the Purchased Asset obligor’s name; (c) the street address▇▇▇▇▇▇ ▇▇▇▇▇▇▇, city▇▇▇▇, state ▇▇▇▇▇ and zip code for the applicable real property; (d) the original balance; and (e) the current principal balance if different from the original balance. (b) On or prior to the date indicated on the Custodial Identification Certificate delivered by Seller (the “Funding Date”), Seller shall have delivered to the Bailee, as bailee for hire, the original documents set forth on Schedule A attached hereto (collectively, the “Purchased Asset File”) for each of the Purchased Assets (each a “Purchased Asset” and collectively, the “Purchased Assets”) listed in Exhibit A to Attachment 1 attached hereto (the “Purchased Asset Schedule”). (c) The Bailee shall issue and deliver to Buyer and Computershare Trust Company, N.A. LaSalle Bank National Association (the “Custodian”) on or prior to the Funding Date by facsimile (a) in the name of Buyer, an initial trust receipt and certification in the form of Attachment 2 attached hereto (the “Bailee’s Trust Receipt and Certification”) which Bailee’s Trust Receipt and Certification shall state that the Bailee has received the documents comprising the Purchased Asset File as set forth in the Custodial Identification Certificate (as defined in that certain Custodial Agreement, Agreement dated as of March 18October 24, 20252008, among [ ], Seller, Buyer and CustodianCustodian (as defined in Article 5 below), in addition to such other documents required to be delivered to Buyer and/or Custodian pursuant to the Uncommitted Master Repurchase Agreement, Agreement dated as of March 18October 24, 20252008, between [ ], Seller and Buyer (the “Repurchase Agreement”). (d) On the applicable Funding Date, in the event that Buyer fails to purchase from Seller the Purchased Assets identified in the related Custodial USActive 60901431.9 Identification Certificate, Buyer shall deliver by facsimile to the Bailee at [____[ ] to the attention of [____[ ], an authorization (the “Facsimile Authorization”) to release the Purchased Asset Files with respect to the Purchased Assets identified therein to Seller. Upon receipt of such Facsimile Authorization, the Bailee shall release the Purchased Asset Files to Seller in accordance with Seller’s instructions.

Appears in 1 contract

Sources: Master Repurchase Agreement (Capital Trust Inc)

Assignment Documents. No less than two (2) business days Business Days prior to the proposed Purchase Date, Seller shall have executed and delivered to BuyerCustodian, in form and substance reasonably satisfactory to Buyer Purchaser and its counsel, all applicable assignment documents assigning to Buyer evidencing the complete, unbroken chain of assignment from the originator or initial holder of the proposed Eligible Asset, as applicable, to Seller, together with the corresponding original assignment documents from Seller to blank (“______”). The proposed Eligible Asset (and in any hedging transactions held by Seller with respect thereto) that shall be USActive 60901431.9 subject to no liens except as expressly permitted by ▇▇▇▇▇Purchaser. Each of the assignment documents shall contain such representations and warranties in writing concerning the proposed Eligible Asset and such other terms as shall be satisfactory to Buyer Purchaser in its sole and absolute discretion. Via Electronic Transmission RFT GS LOAN, LLC c/o Benefit Street Partners L.L.C. 9 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Email: M.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Re: Master Repurchase Agreement, dated as of December 27, 2016 (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Master Repurchase Agreement”) by and between G▇▇▇▇▇▇ Sachs Bank USA (“Purchaser”) and RFT GS Loan, LLC (“Seller”) Ladies and Gentlemen: Pursuant to Article 4(a) of the Master Repurchase Agreement, Purchaser hereby notifies Seller that a Margin Deficit Event has occurred as set forth below. Capitalized terms used but not otherwise defined herein shall include blacklined copies of each document, showing all changes made to have the forms of assignment documents that have been approved meanings assigned thereto in advance by Buyerthe Master Repurchase Agreement. USActive 60901431.9 Purchased Asset: _____________________ _________[DESCRIBE MARGIN DEFICIT EVENT] MARGIN DEFICIT: $___________ Accrued interest from __________ to __________: $___________ ReTOTAL WIRE DUE: Bailee Agreement (the “Bailee Agreement”) in connection with the pledge by FBRED REIT JWH SELLER, LLC, a Delaware limited liability company ( “Seller”) to JPMorgan Chase Bank, National Association (“Buyer”) Ladies and Gentlemen: In consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller, Buyer and [$____] (the “Bailee”_______ WHEN A MARGIN DEFICIT EVENT EXISTS, SELLER IS REQUIRED TO CURE THE MARGIN DEFICIT SPECIFIED ABOVE IN ACCORDANCE WITH THE MASTER REPURCHASE AGREEMENT AND WITHIN THE TIME PERIOD SPECIFIED IN ARTICLE 4(b) hereby agree as follows: (a) Seller shall deliver to the Bailee in connection with any Purchased Assets delivered to the Bailee hereunder an Identification Certificate in the form of Attachment 1 attached hereto to which shall be attached a Purchased Asset Schedule identifying which Purchased Assets are being delivered to the Bailee hereunderTHEREOF. Such Purchased Asset Schedule shall contain the following fields of informationBy: (a) the loan identifying number; (b) the Purchased Asset obligor’s name; (Name: Title: G▇▇▇▇▇▇ Sachs Bank USA c) the street address/o Goldman, cityS▇▇▇▇ & Co. 2▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, state and zip code for the applicable real property; (d) the original balance; and (e) the current principal balance if different from the original balance▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attn: J▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Email: j▇▇▇▇▇▇. (b) On or prior to the date indicated on the Custodial Identification Certificate delivered by Seller (the “Funding Date”), Seller shall have delivered to the Bailee, as bailee for hire, the original documents set forth on Schedule A attached hereto (collectively, the “Purchased Asset File”) for each of the Purchased Assets (each a “Purchased Asset” and collectively, the “Purchased Assets”) listed in Exhibit A to Attachment 1 attached hereto (the “Purchased Asset Schedule”)▇▇▇▇▇▇▇@▇▇. (c) The Bailee shall issue and deliver to Buyer and Computershare Trust Company, N.A. (the “Custodian”) on or prior to the Funding Date by facsimile (a) in the name of Buyer, an initial trust receipt and certification in the form of Attachment 2 attached hereto (the “Bailee’s Trust Receipt and Certification”) which Bailee’s Trust Receipt and Certification shall state that the Bailee has received the documents comprising the Purchased Asset File as set forth in the Custodial Identification Certificate (as defined in that certain Custodial Agreement, dated as of March 18, 2025, among Seller, Buyer and Custodian), in addition to such other documents required to be delivered to Buyer and/or Custodian pursuant to the Uncommitted ▇▇▇ Re: Master Repurchase Agreement, dated as of March 18December 27, 20252016 (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Master Repurchase Agreement”) by and between Seller G▇▇▇▇▇▇ Sachs Bank USA (“Purchaser”) and Buyer RFT GS Loan, LLC (“Seller”) Ladies and Gentlemen: This Covenant Compliance Certificate is furnished pursuant to that Master Repurchase Agreement and the Guaranty dated as of December 27, 2016 (the “Guaranty”) made by [Realty Finance Trust, Inc., a Maryland corporation] (“Guarantor”) in favor of Purchaser. Capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Master Repurchase Agreement”). THE UNDERSIGNED HEREBY CERTIFIES THAT: (i) I am a duly elected, qualified and authorized [Chief Financial Officer] of Guarantor. (dii) On All of the applicable Funding Datefinancial statements, calculations and other information set forth in this Covenant Compliance Certificate, including, without limitation, in any exhibit or other attachment hereto, are true, complete and correct as of the event that Buyer fails to purchase from Seller the Purchased Assets identified in the related Custodial USActive 60901431.9 Identification Certificate, Buyer shall deliver by facsimile to the Bailee at [____] to the attention of [____], an authorization (the “Facsimile Authorization”) to release the Purchased Asset Files with respect to the Purchased Assets identified therein to Seller. Upon receipt of such Facsimile Authorization, the Bailee shall release the Purchased Asset Files to Seller in accordance with Seller’s instructionsdate hereof.

Appears in 1 contract

Sources: Master Repurchase Agreement (Realty Finance Trust, Inc.)

Assignment Documents. No less than two (2) business days prior to the proposed Purchase Date, Seller shall have executed and delivered to Buyer, in form and substance reasonably satisfactory to Buyer and its counsel, all applicable assignment documents assigning to Buyer the proposed Eligible Asset (and in any hedging transactions Hedging Transactions held by Seller with respect thereto) that shall be USActive 60901431.9 subject to no liens except as expressly permitted by ▇▇▇▇▇Buyer. Each of the assignment documents shall contain such representations and warranties in writing concerning the proposed Eligible Asset and such other terms as shall be satisfactory to Buyer in its sole discretion, and shall include blacklined copies of each document, showing all changes made to the forms of assignment documents that have been approved in advance by Buyer. USActive 60901431.9 EXHIBIT IX ____________________ ____________________ ____________________ Re: Bailee Agreement (the “Bailee Agreement”) in connection with the pledge by FBRED REIT JWH SELLERCT Legacy JPM SPV, LLC, a Delaware limited liability company ( LLC (“Seller”) to JPMorgan Chase Bank, National Association N.A. (“Buyer”) Ladies and Gentlemen: In consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller, Buyer and [____[ ] (the “Bailee”) hereby agree as follows: (a) Seller shall deliver to the Bailee in connection with any Purchased Assets delivered to the Bailee hereunder an Identification Certificate in the form of Attachment 1 attached hereto to which shall be attached a Purchased Asset Schedule identifying which Purchased Assets are being delivered to the Bailee hereunder. Such Purchased Asset Schedule shall contain the following fields of information: (a) the loan identifying number; (b) the Purchased Asset obligor’s name; (c) the street addresss▇▇▇▇▇ ▇▇▇▇▇▇▇, city▇▇▇▇, state ▇▇▇▇▇ and zip code for the applicable real property; (d) the original balance; and (e) the current principal balance if different from the original balance. (b) On or prior to the date indicated on the Custodial Identification Certificate delivered by Seller (the “Funding Date”), Seller shall have delivered to the Bailee, as bailee for hire, the original documents set forth on Schedule A attached hereto (collectively, the “Purchased Asset File”) for each of the Purchased Assets (each a “Purchased Asset” and collectively, the “Purchased Assets”) listed in Exhibit A to Attachment 1 attached hereto (the “Purchased Asset Schedule”). (c) The Bailee shall issue and deliver to Buyer and Computershare Trust CompanyBank of America, N.A. (the “Custodian”) on or prior to the Funding Date by facsimile (a) in the name of Buyer, an initial trust receipt and certification in the form of Attachment 2 attached hereto (the “Bailee’s Trust Receipt and Certification”) which Bailee’s Trust Receipt and Certification shall state that the Bailee has received the documents comprising the Purchased Asset File as set forth in the Custodial Identification Certificate (as defined in that certain Amended and Restated Custodial Agreement, dated as of March 1831, 20252011, among Seller, Buyer and Custodian), in addition to such other documents required to be delivered to Buyer and/or Custodian pursuant to the Uncommitted Amended and Restated Master Repurchase Agreement, dated as of March 1831, 20252011, between Seller and Buyer (the “Repurchase Agreement”). (d) On the applicable Funding Date, in the event that Buyer fails to purchase from Seller the Purchased Assets identified in the related Custodial USActive 60901431.9 Identification Certificate, Buyer shall deliver by facsimile to the Bailee at [____[ ] to the attention of [____[ ], an authorization (the “Facsimile Authorization”) to release the Purchased Asset Files with respect to the Purchased Assets identified therein to Seller. Upon receipt of such Facsimile Authorization, the Bailee shall release the Purchased Asset Files to Seller in accordance with Seller’s instructions.

Appears in 1 contract

Sources: Master Repurchase Agreement (Capital Trust Inc)

Assignment Documents. No less than two (2) business days Business Days prior to the proposed Purchase Date, Seller shall have executed and delivered to BuyerPurchaser, in form and substance reasonably satisfactory to Buyer Purchaser and its counsel, all applicable assignment documents assigning to Buyer in blank the proposed Eligible Asset (and in any hedging transactions held by Seller with respect thereto) that shall be USActive 60901431.9 subject to no liens Liens except as expressly permitted by ▇▇▇▇▇Purchaser. Each of the assignment documents shall contain such representations and warranties in writing concerning the proposed Eligible Asset and such other terms as shall be satisfactory to Buyer Purchaser in its sole and absolute discretion. Via Electronic Transmission BSPRT BB Float, LLC BSPRT BB Fixed, LLC c/o Benefit Street Partners Realty Trust, Inc. ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇, Esq. Email: ▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Re: Master Repurchase Agreement, dated as of March 15, 2019 (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Master Repurchase Agreement”) by and among Barclays Bank PLC (“Purchaser”), BSPRT BB Float, LLC (“Floating Rate Seller”) and BSPRT BB Fixed, LLC (“Fixed Rate Seller” and, together with Floating Rate Seller, “Sellers”) Ladies and Gentlemen: Pursuant to Article 4(a) of the Master Repurchase Agreement, Purchaser hereby notifies Sellers that a Margin Deficit Event has occurred as set forth below. Capitalized terms used but not otherwise defined herein shall include blacklined copies of each document, showing all changes made to have the forms of assignment documents that have been approved meanings assigned thereto in advance by Buyerthe Master Repurchase Agreement. USActive 60901431.9 Purchased Asset: ____________________ _________ (a) Margin Amount of Purchased Asset: $___________ _________(b) Repurchase Price of Purchased Asset: $___________ (c) Margin Deficit ((b) minus (a)): $___________ A Margin Deficit Event exists with respect to the Purchased Asset identified above when the amount in (c) above is at least $250,000. MARGIN DEFICIT: $___________ Accrued interest from __________ to __________: $___________ TOTAL WIRE DUE: $___________ By: Name: Title: Barclays Bank PLC ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. Re: Master Repurchase Agreement, dated as of March 15, 2019 (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Master Repurchase Agreement”) by and among Barclays Bank PLC (“Purchaser”), BSPRT BB Float, LLC and BSPRT BB Fixed, LLC Ladies and Gentlemen: With respect to the Purchased Assets described in the attached Schedule A (the “Purchased Assets”) (a) we hereby certify to you that the Purchased Assets are not subject to a lien of any third party, and (b) we hereby release to you all rights, interests or claims of any kind other than any rights, interests or claims under the Master Repurchase Agreement with respect to such Purchased Assets, such release to be effective automatically without further action by any party upon payment by Purchaser of the amount of the Purchase Price contemplated under the Master Repurchase Agreement (calculated in accordance with the terms thereof) in accordance with the wiring instructions set forth in the Master Repurchase Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Master Repurchase Agreement. Very truly yours, By: Name: Title: Barclays Bank PLC ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. Re: Master Repurchase Agreement, dated as of March 15, 2019 (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Master Repurchase Agreement”) by and among Barclays Bank PLC (“Purchaser”), BSPRT BB Float, LLC and BSPRT BB Fixed, LLC Ladies and Gentlemen: This Covenant Compliance Certificate is furnished pursuant to that Master Repurchase Agreement and the Guaranty dated as of March 15, 2019 (the “Guaranty”) made by Benefit Street Partners Realty Operating Partnership, L.P. (“Guarantor”) in favor of Purchaser. Capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Master Repurchase Agreement. THE UNDERSIGNED HEREBY CERTIFIES THAT: (i) I am a duly elected, qualified and authorized officer of Guarantor. (ii) To the best of my knowledge, all of the financial statements, calculations and other information set forth in this Covenant Compliance Certificate, including, without limitation, in any exhibit or other attachment hereto, are true, complete and correct in all material respects as of the date hereof. (iii) I have reviewed the terms of the Master Repurchase Agreement, the Guaranty and the other Transaction Documents and I have made, or have caused to be made under my supervision, a reasonably detailed review of the transactions and financial condition of the Seller Parties during the accounting period covered by the financial statements attached (or most recently delivered to Purchaser if none are attached). (iv) I am not aware of any facts or circumstances that an institutional asset manager would reasonably expect to cause, or an institutional asset manager would reasonably determine to have caused, a Credit Event or Future Advance Failure with respect to any Purchased Asset or the Market Value of any Purchased Asset to decline at any time within the reasonably foreseeable future. (v) As of the date hereof, and since the delivery of the immediately preceding Covenant Compliance Certificate, to the best of my knowledge, each Seller Party has observed or performed in all material respects all of its covenants and other agreements, and satisfied in all material respects every condition, contained in the Master Repurchase Agreement, the Guaranty and the other Transaction Documents to be observed, performed or satisfied by it. (vi) The examinations described in paragraph (iii) above did not disclose, and I have no knowledge of, the existence of any condition or event which constitutes a Default or an Event of Default during or at the end of the accounting period covered by the attached financial statements, or as of the date of this Covenant Compliance Certificate (including immediately after giving effect to any pending Transactions requested to be entered into), except as set forth below. (vii) As of the date hereof, to the best of my knowledge, each of the representations and warranties made by each Seller Party in any Transaction Document is true, correct and complete in all material respects with the same force and effect as if made on and as of the date hereof (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date), other than as set forth in any Requested Exceptions Report approved by Purchaser in accordance with the Master Repurchase Agreement. (viii) Each Seller Party hereby represents and warrants that (i) it is in compliance in all material respects with all of the terms and conditions of the Transaction Documents to which it is a party and (ii) it has no claim or offset against Purchaser under the Transaction Documents. (ix) Attached hereto are the financial statements required to be delivered pursuant to Article 12(b) of the Master Repurchase Agreement, which financial statements, to the best of my knowledge after due inquiry, fairly and accurately present in all material respects, the financial condition and results of operations of Guarantor as of the date or with respect to the period therein specified, determined in accordance with the requirements set forth in Article 12(b) of the Master Repurchase Agreement. (x) Attached hereto are the calculations demonstrating compliance with the financial covenants set forth in Article V(k) of the Guaranty. Described below are the exceptions, if any, to any of the foregoing, listing, in detail, the nature of the condition or event, the period during which it has existed and the action which the applicable Seller Party has taken, is taking, or proposes to take with respect to each such condition or event: The foregoing certifications, together with the financial statements, updates, reports, materials, calculations and other information set forth in any exhibit or other attachment hereto, or otherwise covered by this Covenant Compliance Certificate, are made and delivered as of the date first above written. By: Name: Title: [BSPRT BB FLOAT, LLC][BSPRT BB FIXED, LLC] c/o Benefit Street Partners Realty Trust, Inc. Barclays Bank PLC ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. Email: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Ropes & ▇▇▇▇ LLP ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq. Email: ▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ Re: Bailee Agreement (the “Bailee Agreement”) in connection with the pledge sale of [Name of Purchased Asset(s)] by FBRED REIT JWH SELLER[BSPRT BB Float, LLC][BSPRT BB Fixed, LLC, a Delaware limited liability company ( ] (“Seller”) to JPMorgan Chase Bank, National Association Barclays Bank PLC (“BuyerPurchaser”) Ladies and Gentlemen: Reference is made to that certain Master Repurchase Agreement dated as of March 15, 2019, by and among Purchaser, [BSPRT BB Float, LLC][Seller] and [BSPRT BB Fixed, LLC][Seller] (as the same may be amended, modified or supplemented from time to time, the “Repurchase Agreement”). In consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller, Buyer Purchaser and [____] Ropes & ▇▇▇▇ LLP (the “Bailee”) hereby agree as follows: (a) 1. Seller shall deliver to the Bailee and Bailee shall hold, in connection with any the Purchased Assets Asset[s] delivered to the Bailee hereunder an Identification Certificate in (for Bailee’s delivery to the form of Attachment 1 Custodian), the custodial delivery certificate (the “Custodial Delivery Certificate”) attached hereto to which shall be attached a Purchased Asset Schedule identifying which Purchased Assets are being delivered to the Bailee hereunder. Such Purchased Asset Schedule shall contain the following fields of information: (a) the loan identifying number; (b) as Attachment 1, in connection with the Purchased Asset obligor’s name; (c) the street address, city, state and zip code for the applicable real property; (d) the original balance; and (e) the current principal balance if different from the original balanceAsset[s] identified thereon. (b) 2. On or prior to the date indicated on the Custodial Identification Delivery Certificate delivered by Seller (the “Funding Date”), Seller shall have delivered to the Bailee, as bailee for hire, the original documents set forth on Schedule A attached hereto Exhibit B to the Custodial Delivery Certificate (collectively, the “Purchased Asset FileFile[s]”) for each of the Purchased Assets Eligible Asset[s] (each a “Purchased Asset” and collectively, the “Purchased AssetsAsset[s]”) listed in Exhibit A to Attachment 1 attached hereto (the “Purchased Asset Schedule”)Custodial Delivery Certificate. (c) The 3. Bailee shall issue and deliver to Buyer Purchaser and Computershare Trust Company, N.A. the Custodian (the “Custodian”as defined in Section 5 below) on or prior to the Funding Date by facsimile (a) electronic mail in the name of BuyerPurchaser, an initial trust receipt and certification in the form of Attachment 2 attached hereto (the “Bailee’s Trust Receipt”), which Trust Receipt and Certification”) which Bailee’s Trust Receipt and Certification shall state that the Bailee has received the documents comprising the Purchased Asset File File[s] as set forth in the Custodial Identification Certificate (as defined in that certain Custodial Agreement, dated as of March 18, 2025, among Seller, Buyer and Custodian), in addition to such other documents required to be delivered to Buyer and/or Custodian pursuant to the Uncommitted Master Repurchase Agreement, dated as of March 18, 2025, between Seller and Buyer (the “Repurchase Agreement”)Delivery Certificate. (d) 4. On the applicable Funding Date, in the event that Buyer Purchaser fails to purchase any Eligible Asset from Seller the Purchased Assets that is identified in the related Custodial USActive 60901431.9 Identification CertificateDelivery Certificate (as confirmed by Purchaser in writing (which may include electronic mail)), Buyer shall deliver by facsimile to the Bailee at [____] to the attention of [____], an authorization (the “Facsimile Authorization”) to release the Purchased Asset Files with respect to the Purchased Assets identified therein to Seller. Upon receipt of such Facsimile Authorization, the Bailee shall release the Purchased Asset Files File[s] to Seller in accordance with Seller’s instructions. 5. Following the Funding Date and the funding of the Purchase Price for the applicable Purchased Asset[s], Bailee shall forward the Purchased Asset File[s] to ▇▇▇▇▇ Fargo Bank, National Association (the “Custodian”), at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: CMBS-[ ], by insured overnight courier for receipt by the Custodian no later than 1:00 p.m. on the third (3rd) Business Day following the applicable Funding Date (the “Delivery Date”). 6. From and after the applicable Funding Date until the time of receipt of Purchaser’s written confirmation as described in Section 4 hereof or the applicable Delivery Date, as applicable, Bailee (a) shall maintain continuous custody and control of the related Purchased Asset File[s] as bailee for Purchaser (excluding any period when the same [is/are] under the delivery process described in Section 5 hereof) and (b) shall hold the related Purchased Asset File[s] as sole and exclusive bailee for Purchaser unless and until otherwise instructed in writing by Purchaser. 7. In the event that Bailee fails to deliver to Purchaser a Promissory Note or other material portion of a Purchased Asset File[s] that was in its possession to the Custodian within five (5) Business Days following the applicable Funding Date and the funding of the Purchase Price for the applicable Purchased Asset[s], the same shall constitute a “Bailee Delivery Failure” under this Bailee Agreement. 8. Seller agrees to indemnify and hold Bailee and its partners, directors, officers and employees harmless against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable attorneys’ fees and costs, that may be imposed on, incurred by, or asserted against it or them in any way relating to or arising out of this Bailee Agreement or any action taken or not taken by it or them hereunder unless such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements (other than special, indirect, punitive or consequential damages, which shall in no event be paid by Bailee) were imposed on, incurred by or asserted against Bailee because of the breach by Bailee of its obligations hereunder, which breach was caused by gross negligence or willful misconduct on the part of Bailee or any of its partners, directors, officers, agents or employees. The foregoing indemnification shall survive any resignation or removal of Bailee or the termination or assignment of this Bailee Agreement. 9. Bailee agrees to indemnify and hold Purchaser and its owners, officers, directors, employees, affiliates and designees, harmless against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (other than special, indirect, punitive or consequential damages, which shall in no event be paid by the Bailee), including reasonable attorneys’ fees and costs of outside counsel, that may be imposed on, incurred by, or asserted against it or them in any way relating to or arising out of a Bailee Delivery Failure that was caused by the gross negligence or willful misconduct on the part of Bailee or any of its partners, directors, officers or employees. The foregoing indemnification shall survive any termination or assignment of this Bailee Agreement. 10. Seller hereby represents, warrants and covenants that Bailee is not an affiliate of or otherwise controlled by Seller. Notwithstanding the foregoing, the parties hereby acknowledge that Bailee hereunder may act as counsel to Seller in connection with a proposed Transaction and may represent Seller in connection with any dispute related to this Bailee Agreement or the Transaction Documents. 11. This Bailee Agreement may not be modified, amended or altered, except by written instrument, executed by all of the parties hereto. 12. This Bailee Agreement may not be assigned by Seller or Bailee without the prior written consent of Purchaser. 13. For the purpose of facilitating the execution of this Bailee Agreement as herein provided and for other purposes, this Bailee Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such counterparts shall constitute and be one and the same instrument. Electronically transmitted signature pages shall be binding to the same extent. 14. This Bailee Agreement shall be construed in accordance with the laws of the State of New York, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws. 15. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Repurchase Agreement.

Appears in 1 contract

Sources: Master Repurchase Agreement (Benefit Street Partners Realty Trust, Inc.)

Assignment Documents. No less than two (2) business days prior to the proposed Purchase Date, Seller shall have executed and delivered to Buyer, in form and substance reasonably satisfactory to Buyer and its counsel, all applicable assignment documents assigning to Buyer the proposed Eligible Asset (and in any hedging transactions Hedging Transactions held by Seller with respect thereto) that shall be USActive 60901431.9 subject to no liens except as expressly permitted by ▇▇▇▇▇Buyer. Each of the assignment documents shall contain such representations and warranties in writing concerning the proposed Eligible Asset and such other terms as shall be satisfactory to Buyer in its sole discretion, and shall include blacklined copies of each document, showing all changes made to the forms of assignment documents that have been approved in advance by Buyer. USActive 60901431.9 ____________________ ____________________ ____________________ Re: Bailee Agreement (the “Bailee Agreement”) in connection with the pledge by FBRED REIT JWH SELLERCMC Loan Funding A, LLC, a Delaware limited liability company LLC ( “Seller”) to JPMorgan Chase Bank, National Association (“Buyer”) Ladies and Gentlemen: In consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller, Buyer and [____[ ] (the “Bailee”) hereby agree as follows: (a) Seller shall deliver to the Bailee in connection with any Purchased Assets delivered to the Bailee hereunder an Identification Certificate in the form of Attachment 1 attached hereto to which shall be attached a Purchased Asset Schedule identifying which Purchased Assets are being delivered to the Bailee hereunder. Such Purchased Asset Schedule shall contain the following fields of information: (a) the loan identifying number; (b) the Purchased Asset obligor’s name; (c) the street address▇▇▇▇▇▇ ▇▇▇▇▇▇▇, city▇▇▇▇, state ▇▇▇▇▇ and zip code for the applicable real property; (d) the original balance; and (e) the current principal balance if different from the original balance. (b) On or prior to the date indicated on the Custodial Identification Certificate delivered by Seller (the “Funding Date”), Seller shall have delivered to the Bailee, as bailee for hire, the original documents set forth on Schedule A attached hereto (collectively, the “Purchased Asset File”) for each of the Purchased Assets (each a “Purchased Asset” and collectively, the “Purchased Assets”) listed in Exhibit A to Attachment 1 attached hereto (the “Purchased Asset Schedule”). (c) The Bailee shall issue and deliver to Buyer and Computershare Trust Company▇▇▇▇▇ Fargo Bank, N.A. National Association (the “Custodian”) on or prior to the Funding Date by facsimile (a) in the name of Buyer, an initial trust receipt and certification in the form of Attachment 2 attached hereto (the “Bailee’s Trust Receipt and Certification”) which Bailee’s Trust Receipt and Certification shall state that the Bailee has received the documents comprising the Purchased Asset File as set forth in the Custodial Identification Certificate (as defined in that certain Custodial Agreement, dated as of March 18February 5, 20252014, among Seller, Buyer and Custodian), in addition to such other documents required to be delivered to Buyer and/or Custodian pursuant to the Uncommitted Master Repurchase Agreement, dated as of March 18February 5, 20252014, between Seller and Buyer (the “Repurchase Agreement”). (d) On the applicable Funding Date, in the event that Buyer fails to purchase from Seller the Purchased Assets identified in the related Custodial USActive 60901431.9 Identification Certificate, Buyer shall deliver by facsimile to the Bailee at [____[ ] to the attention of [____[ ], an authorization (the “Facsimile Authorization”) to release the Purchased Asset Files with respect to the Purchased Assets identified therein to Seller. Upon receipt of such Facsimile Authorization, the Bailee shall release the Purchased Asset Files to Seller in accordance with Seller’s instructions.

Appears in 1 contract

Sources: Master Repurchase Agreement (Colony Financial, Inc.)

Assignment Documents. No less than two (2) business days prior to the proposed Purchase Date, Seller shall have executed and delivered to Buyer, in form and substance reasonably satisfactory to Buyer and its counsel, all applicable assignment documents assigning to Buyer the proposed Eligible Asset (and in any hedging transactions Hedging Transactions held by Seller with respect thereto) that shall be USActive 60901431.9 subject to no liens except as expressly permitted by ▇▇▇▇▇Buyer. Each of the assignment documents shall contain such representations and warranties in writing concerning the proposed Eligible Asset and such other terms as shall be satisfactory to Buyer in its sole discretion, and shall include blacklined copies of each document, showing all changes made to the forms of assignment documents that have been approved in advance by Buyer. USActive 60901431.9 ____________________ ____________________ ____________________ Re: Bailee Agreement (the “Bailee Agreement”) in connection with the pledge by FBRED REIT JWH SELLER, LLC, a Delaware limited liability company [ ] ( “Seller”) to JPMorgan Chase Bank, National Association (“Buyer”) Ladies and Gentlemen: In consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller, Buyer and [____[ ] (the “Bailee”) hereby agree as follows: (a) Seller shall deliver to the Bailee in connection with any Purchased Assets delivered to the Bailee hereunder an Identification the Custodial Delivery Certificate in the form of Attachment 1 attached hereto to which shall be attached a Purchased Asset Schedule identifying which Purchased Assets are being delivered to the Bailee hereunder. Such Purchased Asset Schedule shall contain the following fields of information: (a) the loan identifying number; (b) the Purchased Asset obligor’s name; (c) the street address, city, state and zip code for the applicable real property; (d) the original balance; and (e) the current principal balance if different from the original balance. (b) On or prior to the date indicated on the Custodial Identification Delivery Certificate delivered by Seller (the “Funding Date”), Seller shall have delivered to the Bailee, as bailee for hire, the original documents set forth on Schedule A Exhibit B attached hereto thereto (collectively, the “Purchased Asset File”) for each of the Purchased Assets (each a “Purchased Asset” and collectively, the “Purchased Assets”) listed in Exhibit A to Attachment 1 attached hereto (the “Purchased Asset Schedule”)thereto. (c) The Bailee shall issue and deliver to Buyer and Computershare Trust Company, N.A. U.S. Bank National Association (the “Custodian”) on or prior to the Funding Date by facsimile (a) in the name of Buyer, an initial trust receipt and certification in the form of Attachment 2 attached hereto (the “Bailee’s Trust Receipt and Certification”) which Bailee’s Trust Receipt and Certification shall state that the Bailee has received the documents comprising the Purchased Asset File as set forth in the Custodial Identification Certificate (as defined in that certain Custodial Agreement, dated as of March 18, 2025, among Seller, Buyer and Custodian), in addition to such other documents required to be delivered to Buyer and/or Custodian pursuant to the Uncommitted Master Repurchase Agreement, dated as of March 18, 2025, between Seller and Buyer (the “Repurchase Agreement”)Delivery Certificate. (d) On the applicable Funding Date, in the event that Buyer fails to purchase from Seller the Purchased Assets identified in the related Custodial USActive 60901431.9 Identification Delivery Certificate, Buyer shall deliver by facsimile to the Bailee at [____] to the attention of [____[ ], an authorization (the “Facsimile Authorization”) to release the Purchased Asset Files with respect to the Purchased Assets identified therein to Seller. Upon receipt of such Facsimile Authorization, the Bailee shall release the Purchased Asset Files to Seller in accordance with Seller’s instructions. (e) Following the Funding Date, the Bailee shall forward the Purchased Asset Files to the Custodian at [ ], by insured overnight courier for receipt by the Custodian no later than 1:00 p.m. on the third (3rd) Business Day following the applicable Funding Date (the “Delivery Date”). (f) From and after the applicable Funding Date until the time of receipt of the Facsimile Authorization or the applicable Delivery Date, as applicable, the Bailee (a) shall maintain continuous custody (and will forward in accordance with clause (e) above) and control of the related Purchased Asset Files as bailee for Buyer and (b) is holding the related Purchased Assets as sole and exclusive bailee for Buyer unless and until otherwise instructed in writing by Buyer. (g) Seller agrees to indemnify and hold the Bailee and its partners, directors, officers, agents and employees harmless against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable attorneys fees, that may be imposed on, incurred by, or asserted against it or them in any way relating to or arising out of this Bailee Agreement or any action taken or not taken by it or them hereunder unless such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements (other than special, indirect, punitive or consequential damages, which shall in no event be paid by the Bailee) were imposed on, incurred by or asserted against the Bailee because of the breach by the Bailee of its obligations hereunder, which breach was caused by gross negligence or willful misconduct on the part of the Bailee or any of its partners, directors, officers, agents or employees. The foregoing indemnification shall survive any resignation or removal of the Bailee or the termination or assignment of this Bailee Agreement. (h) In the event that the Bailee fails to produce a Mortgage Note, assignment of collateral or any other document related to a Purchased Asset that is (or was required to be) then in its possession within ten (10) business days after required or requested by Seller or Buyer (a “Delivery Failure”), the Bailee shall indemnify Seller or Buyer in accordance with the paragraph (g) above. (i) Seller agrees to indemnify and hold Buyer and its respective affiliates and designees harmless against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable attorneys fees, that may be imposed on, incurred by, or asserted against it or them in any way relating to or arising out of a Custodial Delivery Failure or the Bailee’s negligence, lack of good faith or willful misconduct. The foregoing indemnification shall survive any termination or assignment of this Bailee Agreement. (j) Seller hereby represents, warrants and covenants that the Bailee is not an affiliate of or otherwise controlled by Seller. Notwithstanding the foregoing, the parties hereby acknowledge that the Bailee hereunder may act as counsel to Seller in connection with a proposed transaction and [ ], if acting as Bailee, has represented Seller in connection with negotiation, execution and delivery of the Repurchase Agreement. (k) [Arrangements to be discussed with respect to a pledge of Purchased Assets as collateral for an obligation of Buyer held by the Bailee, such arrangements to be agreed to by Bailee in its sole discretion without obligation.] (l) The agreement set forth in this Bailee Agreement may not be modified, amended or altered, except by written instrument, executed by all of the parties hereto. (m) This Bailee Agreement may not be assigned by Seller or the Bailee without the prior written consent of Buyer. (n) For the purpose of facilitating the execution of this Bailee Agreement as herein provided and for other purposes, this Bailee Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such counterparts shall constitute and be one and the same instrument. Electronically transmitted signature pages shall be binding to the same extent. (o) This Bailee Agreement shall be construed in accordance with the laws of the State of New York, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws. (p) Capitalized terms used herein and defined herein shall have the meanings ascribed to them in the Repurchase Agreement. Very truly yours, [ ] By: Name: Title: ACCEPTED AND AGREED: [BAILEE] By: Name: ACCEPTED AND AGREED: JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, Buyer By: Name: Title: On this [ ] day of [ ], 201[ ], [ ] (the “Seller”), under that certain Bailee Agreement of even date herewith (the “Bailee Agreement”), among Seller, [ ] (the “Bailee”), and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Buyer, does hereby instruct the Bailee to hold, in its capacity as Bailee, the Purchased Asset Files with respect to the Purchased Assets listed on Exhibit A hereto, which Purchased Assets shall be subject to the terms of the Bailee Agreement as of the date hereof. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Bailee Agreement.

Appears in 1 contract

Sources: Master Repurchase Agreement (Blackstone Mortgage Trust, Inc.)

Assignment Documents. No less than two (2) business days prior to the proposed Purchase Date, Seller shall have executed and delivered to Buyer, in form and substance reasonably satisfactory to Buyer and its counsel, all applicable assignment documents assigning to Buyer the proposed Eligible Asset (and in any hedging transactions Hedging Transactions held by Seller with respect thereto) that shall be USActive 60901431.9 subject to no liens except as expressly permitted by ▇▇▇▇▇Buyer. Each of the assignment documents shall contain such representations and warranties in writing concerning the proposed Eligible Asset and such other terms as shall be satisfactory to Buyer in its sole discretion, and shall include blacklined copies of each document, showing all changes made to the forms of assignment documents that have been approved in advance by Buyer. USActive 60901431.9 ____________________ ____________________ ____________________ Re: Bailee Agreement (the “Bailee Agreement”) in connection with the pledge by FBRED REIT JWH SELLER, LLC, a Delaware limited liability company ( [Insert Name of Applicable Seller] (“Seller”) to JPMorgan Chase Bank, National Association M▇▇▇▇▇ S▇▇▇▇▇▇ Asset Funding Inc. (“Buyer”) Ladies and Gentlemen: In consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller, Buyer and [____[ ] (the “Bailee”) hereby agree as follows: (a) Seller shall deliver to the Bailee in connection with any Purchased Assets delivered to the Bailee hereunder an Identification Certificate in the form of Attachment 1 attached hereto to which shall be attached a Purchased Asset Schedule identifying which Purchased Assets are being delivered to the Bailee hereunder. Such Purchased Asset Schedule shall contain the following fields of information: (a) the loan identifying number; (b) the Purchased Asset obligor’s name; (c) the street addresss▇▇▇▇▇ ▇▇▇▇▇▇▇, city▇▇▇▇, state ▇▇▇▇▇ and zip code for the applicable real property; (d) the original balance; and (e) the current principal balance if different from the original balance. (b) On or prior to the date indicated on the Custodial Identification Certificate delivered by Seller (the “Funding Date”), Seller shall have delivered to the Bailee, as bailee for hire, the original documents set forth on Schedule A attached hereto (collectively, the “Purchased Asset File”) for each of the Purchased Assets (each a “Purchased Asset” and collectively, the “Purchased Assets”) listed in Exhibit A to Attachment 1 attached hereto (the “Purchased Asset Schedule”). (c) The Bailee shall issue and deliver to Buyer and Computershare Deutsche Bank National Trust Company, N.A. Company (the “Custodian”) on or prior to the Funding Date by facsimile (a) in the name of Buyer, an initial trust receipt and certification in the form of Attachment 2 attached hereto (the “Bailee’s Trust Receipt and Certification”) which Bailee’s Trust Receipt and Certification shall state that the Bailee has received the documents comprising the Purchased Asset File as set forth in the Custodial Identification Certificate (as defined in that certain Amended and Restated Custodial Agreement, dated as of March 1831, 20252011, among Seller, Buyer and Custodian), in addition to such other documents required to be delivered to Buyer and/or Custodian pursuant to the Uncommitted Amended and Restated Master Repurchase Agreement, dated as of March 1831, 20252011, between Seller and Buyer (the “Repurchase Agreement”). (d) On the applicable Funding Date, in the event that Buyer fails to purchase from Seller the Purchased Assets identified in the related Custodial USActive 60901431.9 Identification Certificate, Buyer shall deliver by facsimile to the Bailee at [____[ ] to the attention of [____[ ], an authorization (the “Facsimile Authorization”) to release the Purchased Asset Files with respect to the Purchased Assets identified therein to Seller. Upon receipt of such Facsimile Authorization, the Bailee shall release the Purchased Asset Files to Seller in accordance with Seller’s instructions.

Appears in 1 contract

Sources: Master Repurchase Agreement (Capital Trust Inc)

Assignment Documents. No less than two (2) business days Business Days prior to the proposed Purchase Date, Seller shall have executed and delivered to BuyerPurchaser, in form and substance reasonably satisfactory to Buyer Purchaser and its counsel, execution versions of all applicable assignment documents assigning in blank with respect to Buyer the proposed Eligible Asset (and in any hedging transactions held by Seller with respect thereto) that shall be USActive 60901431.9 subject to no liens except as expressly permitted by ▇▇▇▇▇Purchaser. Each of the assignment documents shall contain such representations and warranties in writing concerning the proposed Eligible Asset and such other terms as in each case shall be reasonably satisfactory to Buyer in its sole discretionPurchaser. Via Electronic Transmission [Applicable Seller Entity] c/o Blackstone Private Real Estate Credit and Income Fund [▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, and shall include blacklined copies of each document▇▇▇▇ ▇▇▇▇▇ New York, showing all changes made to the forms of assignment documents that have been approved in advance by Buyer. USActive 60901431.9 ____________________ ____________________ ____________________ New York 10154 Attention: [ ] Email: [ ]] Re: Bailee Agreement (the “Bailee Agreement”) in connection with the pledge by FBRED REIT JWH SELLER, LLC, a Delaware limited liability company ( “Seller”) to JPMorgan Chase Bank, National Association (“Buyer”) Ladies and Gentlemen: In consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller, Buyer and [____] (the “Bailee”) hereby agree as follows: (a) Seller shall deliver to the Bailee in connection with any Purchased Assets delivered to the Bailee hereunder an Identification Certificate in the form of Attachment 1 attached hereto to which shall be attached a Purchased Asset Schedule identifying which Purchased Assets are being delivered to the Bailee hereunder. Such Purchased Asset Schedule shall contain the following fields of information: (a) the loan identifying number; (b) the Purchased Asset obligor’s name; (c) the street address, city, state and zip code for the applicable real property; (d) the original balance; and (e) the current principal balance if different from the original balance. (b) On or prior to the date indicated on the Custodial Identification Certificate delivered by Seller (the “Funding Date”), Seller shall have delivered to the Bailee, as bailee for hire, the original documents set forth on Schedule A attached hereto (collectively, the “Purchased Asset File”) for each of the Purchased Assets (each a “Purchased Asset” and collectively, the “Purchased Assets”) listed in Exhibit A to Attachment 1 attached hereto (the “Purchased Asset Schedule”). (c) The Bailee shall issue and deliver to Buyer and Computershare Trust Company, N.A. (the “Custodian”) on or prior to the Funding Date by facsimile (a) in the name of Buyer, an initial trust receipt and certification in the form of Attachment 2 attached hereto (the “Bailee’s Trust Receipt and Certification”) which Bailee’s Trust Receipt and Certification shall state that the Bailee has received the documents comprising the Purchased Asset File as set forth in the Custodial Identification Certificate (as defined in that certain Custodial Agreement, dated as of March 18, 2025, among Seller, Buyer and Custodian), in addition to such other documents required to be delivered to Buyer and/or Custodian pursuant to the Uncommitted Master Repurchase Agreement, dated as of March 18May 13, 20252025 (as amended, between Seller restated, supplemented, or otherwise modified and Buyer (in effect from time to time, the “Master Repurchase Agreement”) by and among Barclays Bank PLC (“Purchaser”)., RE BDC Loans 1, LLC and any Additional Seller joined thereto from time-to-time (each, a “Seller”) Ladies and Gentlemen: Pursuant to Article 4(a) of the Master Repurchase Agreement, Purchaser hereby notifies [APPLICABLE SELLER ENTITY] that a Margin Deficit Event has occurred as set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Master Repurchase Agreement. Purchased Asset: (da) On the applicable Funding Date, in the event that Buyer fails to purchase from Seller the Maximum Purchase Price of Purchased Assets identified in the related Custodial USActive 60901431.9 Identification Certificate, Buyer shall deliver by facsimile to the Bailee at Asset: [____$][€][£][kr][A$][$CAD] (b) Outstanding Purchase Price of Purchased Asset: [$][€][£][kr][A$][$CAD] (c) Margin Deficit ((a) minus (b)): [$][€][£][kr][A$][$CAD] to the attention of [____], an authorization (the “Facsimile Authorization”) to release the Purchased Asset Files A Margin Deficit Event exists with respect to the Purchased Assets Asset identified therein above when the amount in (c) above is at least $250,000 (or, with respect to Seller. Upon receipt any Purchased Asset for which the Applicable Currency is not the Base Currency, the then-current equivalent of such Facsimile Authorization, amount based on the Bailee shall release Spot Rate with respect to the Applicable Currency of such Purchased Asset Files to Seller in accordance with Seller’s instructionsas of the date of determination).

Appears in 1 contract

Sources: Master Repurchase Agreement (Blackstone Private Real Estate Credit & Income Fund)