Assignment Documents. No less than two (2) Business Days prior to the proposed Purchase Date, Seller shall have executed and delivered to Purchaser, in form and substance reasonably satisfactory to Purchaser and its counsel, all applicable assignment documents assigning to Purchaser the proposed Eligible Asset that shall be 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 Purchaser in its sole and absolute discretion. Via Electronic Transmission CMTG BB Finance LLC c/o Mack Real Estate Credit Strategies ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Telephone: [***] Email: [***] c/o Mack Real Estate Group ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: General Counsel Email: [***] Re: Master Repurchase Agreement, dated as of December 21, 2018 (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Master Repurchase Agreement”) by and between Barclays Bank PLC (“Purchaser”) and CMTG BB Finance 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 have the meanings assigned thereto in the Master Repurchase Agreement. Purchased Asset: _____________________ (a) Margin Amount of Purchased Asset: $___________ (b)Repurchase Price of Purchased Asset: $___________
Appears in 2 contracts
Sources: Master Repurchase Agreement (Claros Mortgage Trust, Inc.), Master Repurchase 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 Purchaser, in form and substance reasonably satisfactory to Purchaser and its counsel, all applicable assignment documents assigning to Purchaser in blank the proposed Eligible Asset that shall be 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 Purchaser in its sole and absolute discretion. BUSINESS.31481134.1132540646.2 Via Electronic Transmission CMTG FBRED BDC BB Finance Float, LLC Ex. VIII-1 BUSINESS.31481134.1132540646.2 c/o Mack Real Estate Credit Strategies ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇Benefit Street Partners Realty Trust, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇Inc. 142 West 57th Street, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ 12th Floor New York, NY 10019 Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Telephone: [***] , Esq. Email: [***] c/o Mack Real Estate Group ▇▇ .▇▇▇▇▇▇▇▇ @▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇.▇▇▇ Attention: General Counsel Email: [***] Re: Master Repurchase Agreement, dated as of December 21June 24, 2018 2024 (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Master Repurchase Agreement”) by and between Barclays Bank PLC (“Purchaser”) and CMTG FBRED BDC BB Finance Float, 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 have the meanings assigned thereto in the Master Repurchase Agreement. Purchased Asset: _____________________:
(a) Margin Amount of Purchased Asset: $___________ (b)Repurchase Outstanding Purchase Price of Purchased Asset: $___________
(b) Maximum Purchase Price of Purchased Asset: $ A Margin Deficit exists when the amount in (a) above is more than the amount in (b) MARGIN DEFICIT: $ Accrued Purchase Price Differential from to : $ TOTAL WIRE DUE: $ Ex. VIII-2 BUSINESS.31481134.1132540646.2 By: Ex. VIII-3 BUSINESS.31481134.1132540646.2 Barclays Bank PLC 745 7th Avenue New York, New York 10019 Ex. IX-1 BUSINESS.31481134.1132540646.2 Attention: Francis X. Gilhool, Jr. Re: Master Repurchase Agreement, dated as of June 24, 2024 (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Master Repurchase Agreement”) by and between Barclays Bank PLC (“Purchaser”) and FBRED BDC BB Float, 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: Ex. IX-2 BUSINESS.31481134.1132540646.2 Ex. IX-3 BUSINESS.31481134.1132540646.2 Barclays Bank PLC 745 7th Avenue New York, New York 10019 Attention: Francis X. Gilhool, Jr. Re: Master Repurchase Agreement, dated as of June 24, 2024 (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Master Repurchase Agreement”) by and between Barclays Bank PLC (“Purchaser”) and FBRED BDC BB Float, LLC Ladies and Gentlemen: This Covenant Compliance Certificate is furnished pursuant to that Master Repurchase Agreement and the Guaranty dated as of June 24, 2024 (the “Guaranty”) made by Franklin BSP Real Estate Debt BDC (“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. BUSINESS.31481134.1132540646.2 Ex. X-2 BUSINESS.31481134.1132540646.2
(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 Exception Report approved by Purchaser in accordance with the Master Repurchase Agreement.
(viii) Each Seller Party hereby represents and warrants that 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.
(xi) Guarantor, at the request of and on behalf of UK Risk Retention Holder, confirms that UK Risk Retention Holder, in accordance with Article 7(1)(e) of the UK Securitisation Regulations, continues to hold exposure to the Retained Interest as described in the Risk Retention Letter and that it continues to comply with its obligations set forth in the Risk Retention Letter. 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 Ex. X-3 BUSINESS.31481134.1132540646.2 Ex. X-4 BUSINESS.31481134.1132540646.2 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. Ex. X-5 BUSINESS.31481134.1132540646.2 Barclays Bank PLC 745 7th Avenue , 20 Ex. XI-1 BUSINESS.31481134.1132540646.2 New York, New York 10019 Attention: Francis X. Gilhool, Jr. Email: francis.gilhool@barclayscapital.com [NAME OF BAILEE] [ ] [ ] Attention: [ ] Email: [ ] Re: Bailee Agreement (the “Bailee Agreement”) in connection with the sale of [Name of Purchased Asset(s)] by FBRED BDC BB Float, LLC (“Seller”) to Barclays Bank PLC (“Purchaser”) Ladies and Gentlemen: Reference is made to that certain Master Repurchase Agreement dated as of June 24, 2024, by and between Purchaser, 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, Purchaser and [ ] (“Bailee”) hereby agree as follows:
1. Seller shall deliver to Bailee and Bailee shall hold, in connection with the Purchased Asset[s] delivered to Bailee hereunder (for Bailee’s delivery to the Custodian), the custodial delivery certificate (the “Custodial Delivery Certificate”) attached hereto as Attachment 1, in connection with the Purchased Asset[s] identified thereon.
2. On or prior to the date indicated on the Custodial Delivery Certificate delivered by Seller (the “Funding Date”), Seller shall have delivered to Bailee, as bailee for hire, the documents set forth on Exhibit B to the Custodial Delivery Certificate (collectively, the “Purchased Asset File[s]”) for the Eligible Asset[s] (the “Purchased Asset[s]”) listed in Exhibit A to the Custodial Delivery Certificate. Ex. XI-2 BUSINESS.31481134.1132540646.2
3. Bailee shall issue and deliver to Purchaser and the Custodian (as defined in Section 5 below) on or prior to the Funding Date by electronic mail in the name of Purchaser, an initial trust receipt and certification in the form of Attachment 2 attached hereto (the “Trust Receipt”), which Trust Receipt shall state that Bailee has received the documents comprising the Purchased Asset File[s] as set forth in the Custodial Delivery Certificate.
4. On the applicable Funding Date, in the event that Purchaser fails to purchase any Eligible Asset from Seller that is identified in the related Custodial Delivery Certificate (as confirmed by Purchaser in writing (which may include electronic mail)), Bailee shall release the Purchased Asset 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 Computershare Trust Company, National Association (the “Custodian”), at 1055 10th Avenue, Minneapolis, Minnesota 55414, Attention: CMBS-BARCBSFB, 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. Ex. XI-3 BUSINESS.31481134.1132540646.2 Ex. XI-4 BUSINESS.31481134.1132540646.2
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.
Appears in 1 contract
Sources: Master Repurchase Agreement (Franklin BSP Real Estate Debt BDC)
Assignment Documents. No less than two (2) Business Days prior to the proposed Purchase Date, Seller shall have executed and delivered to Purchaser, in form and substance reasonably satisfactory to Purchaser and its counsel, all applicable assignment documents assigning to Purchaser the proposed Eligible Asset that shall be 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 Purchaser in its sole and absolute discretion. Via Electronic Transmission CMTG BB FS CREIT Finance BB-1 LLC c/o Mack Real Estate Credit Strategies ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Philadelphia, PA 19112 Attention: Chief Financial Officer Telephone: [***] (▇▇▇) ▇▇▇-▇▇▇▇ Email: [***] c/o Mack Real Estate Group ▇▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ ▇▇▇▇▇▇▇▇ _▇▇▇▇@▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇.▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: General Counsel Email: [***] Re: Master Repurchase Agreement, dated as of December 21February 22, 2018 2021 (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Master Repurchase Agreement”) by and between Barclays Bank PLC (“Purchaser”) and CMTG BB FS CREIT Finance BB-1 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 have the meanings assigned thereto in the Master Repurchase Agreement. Purchased Asset: _____________________:
(a) Margin Amount of Purchased Asset: $___________ (b)Repurchase Repurchase Price of Purchased Asset: $___________
(b) Maximum Purchase Price of Purchased Asset: $___________ A Margin Deficit exists when the amount in (a) above is more than the amount in (b) above. MARGIN DEFICIT: $___________ Accrued interest from __________ to __________: $___________ TOTAL WIRE DUE: $___________ By: Name: Title: Barclays Bank PLC ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
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 Purchaser, in form and substance reasonably satisfactory to Purchaser and its counsel, execution versions of all applicable assignment documents assigning in blank with respect to Purchaser the proposed Eligible Asset that shall be 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 Purchaser in its sole and absolute discretion. Via Electronic Transmission CMTG BB Finance Parlex 8 ▇▇▇▇▇, LLC Parlex 8 GBP ▇▇▇▇▇, LLC Parlex 8 EUR ▇▇▇▇▇, LLC c/o Mack Real Estate Credit Strategies Blackstone Mortgage Trust, Inc. ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ U.S. Bank Global Corporate Trust Limited Fifth Floor ▇▇▇ ▇▇▇ ▇▇▇▇▇ Telephone: [***] Email: [***] c/o Mack Real Estate Group ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ AttentionAttn: General Counsel MBS ERG Email: [***] ▇▇▇.▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ Re: Master Repurchase Agreement, dated as of December 21May 14, 2018 2021 (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Master Repurchase Agreement”) by and between Barclays Bank PLC among (“i) Parlex 8 USD IE Issuer Designated Activity Company, Parlex 8 GBP IE Issuer Designated Activity Company and Parlex 8 EUR IE Issuer Designated Activity Company, each as a Purchaser”, (ii) Banco Santander, S.A., as Collateral Agent, and CMTG BB Finance (iii) Parlex 8 ▇▇▇▇▇, LLC, Parlex 8 GBP ▇▇▇▇▇, LLC (“Seller”) and Parlex 8 EUR ▇▇▇▇▇, LLC, each as a Seller Ladies and Gentlemen: Pursuant to Article 4(a) of the Master Repurchase Agreement, Purchaser hereby notifies Seller Sellers 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:
(a) Outstanding Purchase Price of Purchased Asset: __________[$][€][£]___________
(ab) Margin Amount Maximum Purchase Price of Purchased Asset: [$][€][£]___________ A Margin Deficit exists with respect to the Purchased Asset identified above when the amount in (b)Repurchase Price of Purchased Assetb) above is less than the amount in (a) above. MARGIN DEFICIT: [$][€][£]___________ Accrued interest from to : [$][€][£]___________ TOTAL AMOUNT DUE: [$][€][£] WHEN A MARGIN DEFICIT EXISTS, SELLERS ARE 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) THEREOF. BANCO SANTANDER, S.A., as Collateral Agent By: Name: Title: Parlex 8 USD IE Issuer Designated Activity Company Parlex 8 GBP IE Issuer Designated Activity Company Parlex 8 EUR IE Issuer Designated Activity Company ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, Dublin 1 Dublin, Ireland, ▇▇▇ ▇▇▇▇ Attention: [ ] Re: Master Repurchase Agreement, dated as of May 14, 2021 (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Master Repurchase Agreement”), by and among (i) Parlex 8 USD IE Issuer Designated Activity Company, Parlex 8 GBP IE Issuer Designated Activity Company and Parlex 8 EUR IE Issuer Designated Activity Company, each as a Purchaser, (ii) Banco Santander, S.A., as Collateral Agent, and (iii) Parlex 8 ▇▇▇▇▇, LLC, Parlex 8 GBP ▇▇▇▇▇, LLC and Parlex 8 EUR ▇▇▇▇▇, LLC, each as a Seller 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: Parlex 8 USD IE Issuer Designated Activity Company Parlex 8 GBP IE Issuer Designated Activity Company Parlex 8 EUR IE Issuer Designated Activity Company ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, Dublin 1 Dublin, Ireland, ▇▇▇ ▇▇▇▇ Attention: [ ] Banco Santander, S.A., as Collateral Agent ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, 9-12 Santander, Spain Re: Master Repurchase Agreement, dated as of May 14, 2021 (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Master Repurchase Agreement”), by and among (i) Parlex 8 USD IE Issuer Designated Activity Company, Parlex 8 GBP IE Issuer Designated Activity Company and Parlex 8 EUR IE Issuer Designated Activity Company, each as a Purchaser, (ii) Banco Santander, S.A., as Collateral Agent, and (iii) Parlex 8 ▇▇▇▇▇, LLC, Parlex 8 GBP ▇▇▇▇▇, LLC and Parlex 8 EUR ▇▇▇▇▇, LLC, each as a Seller Ladies and Gentlemen: This Covenant Compliance Certificate is furnished pursuant to that Master Repurchase Agreement and the Guaranty dated as of May 14, 2021 (the “Guaranty”) made by Blackstone Mortgage Trust, Inc. (“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.
(ii) Subject to Article 12(n) of the Master Repurchase Agreement, 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 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 or deemed delivered financial statements if none are attached).
(iv) Subject to Article 12(n) of the Master Repurchase Agreement, I am not aware of any facts or circumstances that, in the commercially reasonable judgement of Seller, have caused, or are reasonably likely to cause 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) Subject to Article 12(n) of the Master Repurchase Agreement, as of the date hereof, and since the delivery of the immediately preceding Covenant Compliance Certificate, 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) Subject to Article 12(n) of the Master Repurchase Agreement, 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 most recently delivered or deemed delivered financial statements if none are attached), 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) Subject to Article 12(n) of the Master Repurchase Agreement, as of the date hereof, 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, 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 on behalf of itself that (i) subject to Article 12(n) of the Master Repurchase Agreement, 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 such Transaction Documents.
(ix) 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: [Servicer][Borrower] Ladies and Gentlemen: Please refer to: (a) that certain [Loan Agreement], dated [ ], 20[ ], by and between [ ] (the “Borrower”), as borrower, and [Parlex 8 ▇▇▇▇▇, LLC][Parlex 8 GBP ▇▇▇▇▇, LLC][Parlex 8 EUR ▇▇▇▇▇, LLC], a Delaware limited liability company (the “Lender”), as lender; and (b) all documents securing or relating to that certain $[ ] loan made by the Lender (or its predecessor in interest) to the Borrower on [ ], 20[ ] (the “Loan”). You are advised as follows, effective as of the date of this letter.
Appears in 1 contract
Sources: Master Repurchase Agreement (Blackstone Mortgage Trust, Inc.)
Assignment Documents. No less than two (2) Business Days On or prior to the proposed Purchase Date, Seller shall have executed and delivered to Purchaser, in form and substance reasonably satisfactory to Purchaser and its counsel, all applicable assignment documents assigning to Purchaser the proposed Eligible Asset that shall be 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 Purchaser in its sole and absolute discretion. Via Electronic Transmission CMTG BB Finance CLNC Credit 6, LLC c/o Mack Real Estate Credit Strategies CLNC Manager, LLC ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇ Telephone: [***] Email: [***] c/o Mack Real Estate Group ▇▇ ########@▇▇▇▇▇.▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: General Counsel Email: [***] Re: Master Repurchase Agreement, dated as of December 21June 19, 2018 (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Master Repurchase Agreement”) by and between Barclays ▇▇▇▇▇▇▇ Sachs Bank PLC USA (“Purchaser”) and CMTG BB Finance CLNC Credit 6, 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 have the meanings assigned thereto in the Master Repurchase Agreement. Purchased Asset: _____________________
(a) Margin Amount of Purchased Asset___ [DESCRIBE MARGIN DEFICIT EVENT] [INSERT INFORMATION FOR CALCULATION OF MARGIN DEFICIT] MARGIN DEFICIT: $___________ (b)Repurchase Price of Purchased AssetAccrued interest from __________ to __________: $___________ TOTAL WIRE DUE: $___________ By:____________________________________ Name: Title: ▇▇▇▇▇▇▇ Sachs Bank USA ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Re: Master Repurchase Agreement, dated as of June 19, 2018 by and between ▇▇▇▇▇▇▇ Sachs Bank USA (“Purchaser”) and CLNC Credit 6, 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 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: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Re: Master Repurchase Agreement, dated as of June 19, 2018 (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 CLNC Credit 6, LLC (“Seller”) Ladies and Gentlemen: This Covenant Compliance Certificate is furnished pursuant to that Master Repurchase Agreement and the Guaranty, dated as of June 19, 2018 (the “Guaranty”), made by Credit RE Operating Company, LLC, a Delaware limited liability company (“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, IN [HIS/HER] CAPACITY AS [______] OF GUARANTOR, AND NOT IN ANY INDIVIDUAL CAPACITY, THAT:
(i) I am a duly elected, qualified and authorized [Chief Financial Officer] of Guarantor.
(ii) 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 as of the date hereof or with respect to the period therein specified.
(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 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) Other than as disclosed to Purchaser prior to the date hereof or below, I am not aware of any facts or circumstances, pending developments that have caused, or may in the future cause 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 date of the certificate most recently delivered pursuant to Article 12(b)(v) of the Master Repurchase Agreement, each Seller Party has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in the Master Repurchase Agreement, the Guaranty and the other Transaction Documents to be observed, performed or satisfied by it.
(vi) [IF FINANCIAL STATEMENTS ARE NOT ATTACHED: 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 as of the date of this Covenant Compliance Certificate (including after giving effect to any pending Transactions requested to be entered into), except as set forth below.] [IF FINANCIAL STATEMENTS ARE ATTACHED: 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 after giving effect to any pending Transactions requested to be entered into), except as set forth below.]
(vii) To my best knowledge, as of the date hereof, 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 (unless qualified to materiality, in which case such representation or warranty shall be true in all respects).
(viii) To my best knowledge, each Seller Party (i) is in compliance with all of the terms and conditions of the Transaction Documents and (ii) has no claim or offset against Purchaser under the Transaction Documents.
(ix) To my best knowledge, each Seller Party has, during the period since the delivery of the immediately preceding Covenant Compliance Certificate, in all material respects observed or performed all of its covenants and other agreements, and satisfied every condition, contained the Master Repurchase Agreement, the Guaranty and the other Transaction Documents to be observed, performed or satisfied by it, and I have no knowledge of the occurrence during such period, or present existence, of any condition or event which constitutes a Default or an Event of Default (in each case, including after giving effect to any pending Transactions requested to be entered into), except as set forth below.
(x) [IF FINANCIAL SUMMARY PROPERTY PERFORMANCE REPORTS ARE ATTACHED: Attached hereto are the summary property performance reports required to be delivered pursuant to Article 12(b) of the Master Repurchase Agreement, which reports, to the best of my knowledge after due inquiry, fairly and accurately present the related Purchased Assets 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.]
(xi) [IF FINANCIAL STATEMENTS ARE ATTACHED: 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.]
(xii) [IF FINANCIAL STATEMENTS ARE ATTACHED: Attached hereto are the calculations demonstrating compliance with the financial covenants set forth in 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: ________________________________________________________________________ ______________________________________________________________________________________ ______________________________________________________________________________________
Appears in 1 contract
Sources: Master Repurchase Agreement (Colony Credit Real Estate, Inc.)