MASTER REPURCHASE AGREEMENT AND SECURITIES CONTRACT Dated as of July 27, 2021 by and between KREF LENDING IX LLC, as Seller, and MUFG UNION BANK, N.A., as Buyer

		Page
1.	APPLICABILITY	1
2.	DEFINITIONS	1
3.	INITIATION; CONFIRMATION; TERMINATION; FEES; EXTENSIONS	29
4.	CASH SWEEP PERIOD	39
5.	INCOME PAYMENTS AND PRINCIPAL PAYMENTS	40
6.	SECURITY INTEREST	43
7.	PAYMENT, TRANSFER AND CUSTODY	45
8.	SALE, TRANSFER, HYPOTHECATION OR PLEDGE OF PURCHASED ASSETS	51
9.	RECOURSE	52
10.	REPRESENTATIONS AND WARRANTIES OF SELLER	52
11.	NEGATIVE COVENANTS OF SELLER	57
12.	AFFIRMATIVE COVENANTS OF SELLER	60
13.	SPECIAL PURPOSE ENTITY	65
14.	EVENTS OF DEFAULT; REMEDIES	67
15.	SINGLE AGREEMENT	73
16.	CONFIDENTIALITY	74
17.	NOTICES AND OTHER COMMUNICATIONS	75
18.	ENTIRE AGREEMENT; SEVERABILITY	75
19.	SUCCESSORS AND ASSIGNS	75
20.	GOVERNING LAW	79
21.	NO WAIVERS, ETC	79
22.	RESERVED	79
23.	INTENT	79
24.	DISCLOSURE RELATING TO CERTAIN FEDERAL PROTECTIONS	81
25.	CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL	81
26.	NO RELIANCE	82
27.	INDEMNITY	83
28.	DUE DILIGENCE	84
29.	SERVICING	84

30.	TAXES	86
31.	U.S. TAX TREATMENT	89
32.	USA PATRIOT ACT	90
33.	SET OFF	90
34.	MISCELLANEOUS	90
35.	RECOGNITION OF THE U.S. SPECIAL RESOLUTION REGIMES	92
36.	ADMINISTRATIVE AGENT	92

ANNEX I	Names and Addresses for Communications between Parties
ANNEX II	Approved Bailees
EXHIBIT A	Form of Transaction Request
EXHIBIT B	Form of Confirmation
EXHIBIT C	Authorized Representatives of Seller
EXHIBIT D	Due Diligence Checklist
EXHIBIT E	Form of Compliance Certificate
EXHIBIT F	Form of Power of Attorney
EXHIBIT G-1	Representations and Warranties Regarding Individual Purchased Assets Consisting of Whole Loans
EXHIBIT G-2	Representations and Warranties Regarding Individual Purchased Assets Consisting of Participation Interests
EXHIBIT H	Intentionally Omitted
EXHIBIT I	Form of Redirection Letter
EXHIBIT J	Form of Bailee Letter
EXHIBIT K	Intentionally Omitted
EXHIBIT L	Form of Amended and Restated Confirmation
EXHIBIT M	Intentionally Omitted
EXHIBIT N-1	Form of Lost Note Affidavit (Non-Florida)
EXHIBIT N-2	Form of Lost Note Affidavit (Florida)
EXHIBIT O	Form of Tier 2 Assignment Document

1.	APPLICABILITY

2.	DEFINITIONS

(1)

a determination by Buyer that at least five (5) currently outstanding syndicated or bi-lateral credit facilities substantially similar to the facility under this Agreement at such time contain (as a result of amendment or as originally executed) a SOFR-based rate (including SOFR, a term SOFR or any other rate based upon SOFR) as the then-current benchmark rate, and

(2)

the election by Buyer to trigger a fallback from LIBOR and the provision by Buyer of written notice of such election to Seller.

3.	INITIATION; CONFIRMATION; TERMINATION; FEES; EXTENSIONS

(ii)

Except as expressly provided herein, no Transaction shall be terminable on demand by Buyer.  Seller shall be entitled to terminate a Transaction on demand, in whole or in part, and repurchase any or all Purchased Assets subject to such Transaction on any Business Day prior to the Repurchase Date (each, an “Early Repurchase Date”); provided, however, that:

(A)

Seller notifies Buyer in writing of its intent to terminate such Transaction and repurchase such Purchased Assets no later than five (5) Business Days prior to such Early Repurchase Date; provided that, if requested by Seller, Buyer will use best efforts to complete such repurchase within three (3) Business Days’ after its receipt of such notice);

(B)

on such Early Repurchase Date Seller pays to Buyer an amount equal to the sum of the Repurchase Price for such Transaction(s), the Exit Fee (if applicable), and any other amounts payable under the Program Documents (including, without limitation, Section 3(h) of this Agreement) with respect to such Transaction(s) against transfer to Seller or its agent of such Purchased Assets, all in accordance with Section 3(c)(i); and

(C)

other than in the case of (i) a payoff of such Purchased Asset by the underlying Mortgagor or other obligor thereunder and (ii) an Early Facility Termination Date, no Event of Default shall have

(iii)

The Repurchase Date with respect to each Transaction may be extended one or more times in accordance with terms of the related Confirmation; provided, that all of the Repurchase Date Extension Conditions shall have been satisfied.  For purposes of the preceding sentence, the “Repurchase Date Extension Conditions” shall be deemed to have been satisfied if:

(A)

Seller shall have given Buyer written notice, not less than thirty (30) days and no more than ninety (90) days, prior to the then scheduled Repurchase Date, of Seller’s desire to extend the Repurchase Date;

(B)

no monetary or material non-monetary Default or Event of Default under this Agreement shall have occurred and be continuing as of the scheduled Repurchase Date;

(C)

Seller, Pledgor and Guarantor are in compliance in all material respects with all covenants and conditions in the Program Documents as of the scheduled Repurchase Date;

(D)

the representations and warranties made by Seller, Guarantor and Pledgor in the Program Documents shall be true and correct in all material respects as of the scheduled Repurchase Date (except for any Approved Exceptions), unless such representations and warranties were made as of a specified date in which case such representations and warranties shall have been true and correct in all material respects as of such date (except for any Approved Exceptions);

(E)

Seller has paid to Buyer the Extension Fee due and payable on such date and any breakage costs pursuant to Section 3(h) on or before the scheduled Repurchase Date;

(F)

Seller shall certify to Buyer that all conditions to the extension of the maturity date under the relevant Purchased Asset Documents, including any Extension Minimum Debt Yield Test(s) or Extension Maximum LTV Test(s) set forth under the relevant Purchased Asset documents, have been satisfied in all material respects;

(G)

an amended and restated Confirmation in the form of Exhibit L (an “Amended and Restated Confirmation”) reflecting such extension and that is otherwise acceptable to Buyer and Seller has been delivered by Seller and executed by Seller and Buyer; and

(H)

solely with respect to any such extension of the Repurchase Date to any date occurring on or after July 27, 2025, Seller executes and delivers any supplements, modifications, addendums, opinions or other documents as may be necessary in Buyer’s sole and absolute discretion, in order to cause this Agreement and the Transactions contemplated hereby to qualify for, comply with the provisions of, or otherwise satisfy, maintain or preserve the criteria for safe harbor treatment under the Bankruptcy Code, including, without limitation, such opinions from counsel to Seller as Buyer may require with respect to the applicability of safe harbor treatment under the Bankruptcy Code (which opinions may be from the same counsel and, subject to any updates in applicable law, may be in the same form and substance as the opinion(s) regarding safe harbor treatment delivered to Buyer in connection with the closing of the facility).

(i)

Seller notifies Buyer in writing at least thirty (30) days before the Early Facility Termination Date of its intent to terminate this Agreement and the other Program Documents;

(ii)

subject to the provisions set forth in Section 3(c)(i), Seller repurchases all of the Purchased Assets then held by Buyer on the Early Facility Termination Date; and

(iii)

Seller pays the Repurchase Price for each Purchased Asset and all other Repurchase Obligations then due and payable pursuant to the Program Documents on the Early Facility Termination Date.

(i)

Notwithstanding anything to the contrary herein or in any other Program Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Program Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other

(ii)

Notwithstanding anything to the contrary herein or in any other Program Document, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Program Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Program Document; provided that this clause (ii) shall not be effective unless Buyer has delivered to Seller a Term SOFR Notice.  For the avoidance of doubt, Buyer shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event.

(iii)

In connection with the implementation of a Benchmark Replacement, Buyer will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Program Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of Seller.

(iv)

Buyer will promptly notify Seller of (a) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (b) the implementation of any Benchmark Replacement, (c) the effectiveness of any Benchmark Replacement Conforming Changes and (d) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 3(f)(v) below. Any determination, decision or election that may be made by Buyer, pursuant to this Section 3(f)(iv), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its sole discretion and without consent from Seller; provided that Seller shall consult with Buyer to the extent set forth in the definition of “Benchmark Replacement Conforming Changes”.

(v)

Notwithstanding anything to the contrary herein or in any other Program Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if  the then-current Benchmark is a term rate (including Term SOFR or LIBOR) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by Buyer in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark (1) is no longer representative or will no longer be representative as of a specified date or (2) will cease to be provided by the administrator permanently or indefinitely as of specified date, then Buyer may modify the definition of “Pricing Rate Period” for any Benchmark settings at or after such time to remove such affected tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for such Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is no longer or will no longer be representative for such Benchmark (including a Benchmark Replacement) or will no longer cease to be provided by the administrator, then Buyer may modify the definition of “Pricing Rate Period” for all settings of such Benchmark at or after such time to reinstate such previously removed tenor.

(vi)

Buyer does not warrant or accept responsibility for, and shall not have any liability to Seller hereunder or otherwise for, any loss, damage or claim arising from or relating to (i) the administration of, submission of, calculation of or any other matter related to the Benchmark, any component definition thereof or rates referred to in the definition thereof or any alternative, comparable or successor rate thereto (including any then-current Benchmark or any Benchmark Replacement), including whether the composition or characteristics of any such alternative, comparable or successor rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the then-current Benchmark until such time as a new Benchmark has been determined pursuant to the terms hereunder, (ii) the effect, implementation or composition of any Benchmark Replacement Conforming Changes or (iii) any mismatch between the Benchmark or the Benchmark Replacement and any of Seller’s other financing instruments (including those that are intended as ▇▇▇▇▇▇).

(vii)

On March 5, 2021, the ICE Benchmark Administration (the “IBA”), the administrator of the London interbank offered rate, and the Financial Conduct Authority (the “FCA”), the regulatory supervisor of the IBA, announced in public statements (the “Announcements”) that the final publication or representativeness date for (i) 1-week and 2-month London interbank offered rate tenor settings will be December 31, 2021 and (ii)

(i)

shall subject Buyer to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) with respect to the Program Documents, any Purchased Asset or any Transaction;

(ii)

shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of Buyer which is not otherwise included in the determination of the Benchmark hereunder; or

(iii)

shall impose on Buyer any other condition;

4.	CASH SWEEP PERIOD

5.	INCOME PAYMENTS AND PRINCIPAL PAYMENTS

(i)

first, to remit to (a) Custodian an amount equal to any accrued and unpaid custodial fees and expenses and (b) Account Bank and Servicer an amount equal to the depository fee and any unpaid Qualified Servicing Expenses (to the extent not retained by Servicer), if any, respectively, due and payable on such Remittance Date;

(ii)

second, to remit to Buyer an amount equal to the Price Differential which has accrued and is outstanding in respect of all Purchased Assets as of such Remittance Date;

(iii)

third, to remit to Buyer an amount equal to any unpaid fees, expenses and indemnity amounts due from and payable by Seller under the Program Documents;

(iv)

fourth, to remit to Buyer, with respect to any Purchased Asset for which a Principal Payment was received, subject to clause eighth below, an amount equal to the amount of such Principal Payment multiplied by the related Purchase Price Percentage, to be applied to reduce the outstanding Purchase Price of such Purchased Asset (it being understood and agreed that such amount may only be a portion of the outstanding Purchase Price with respect to such Purchased Asset);

(v)

fifth, to Buyer, the Replenishment Amount (after giving effect to any reductions of the Purchase Price and the Purchased Assets pursuant to clause eighth below, as applicable, on such date); provided, that Buyer shall cause the Replenishment Amount to be deposited into the Reserve Account;

(vi)

sixth, during any Cash Sweep Period, to Buyer, any remaining amounts to cure any Cash Sweep Period Trigger Event, such amounts to be applied to reduce the outstanding Purchase Price of all Purchased Assets on a pro rata basis unless otherwise mutually agreed upon by Buyer and Seller;

(vii)

seventh, during any Concentration Limit Breach Period, to Buyer, any remaining amounts to be applied to reduce the Purchase Price of one or more Purchased Assets as determined by Seller toward the remediation of the breach of any Concentration Limit Test;

(viii)

eighth, so long as no Cash Sweep Period or Concentration Limit Breach Period is then in effect, at Seller’s election, the amount of any Principal Payment required to be applied to reduce the Purchase Price with respect to the related Purchased Asset pursuant to clause fourth may be reduced by an amount determined by Seller as long as, after giving effect to the application of such reduced amount of Principal Payment, the Purchase Price with respect to such Purchased Asset does not exceed the Maximum Purchase Price with respect thereto (after giving effect to the reduction of the Purchase Price resulting from the Principal Payment for such Purchased Asset) (the amount of such reduction to the Principal Payment, the “Excess Prepayment Amount”), which Excess Prepayment Amount may be retained by Seller (to the extent that any portion of such Excess Prepayment Amount is not required to satisfy the Replenishment Amount under clause fifth above) or used by Seller to prepay the Purchase Price of

(ix)

ninth, to remit to Seller the remainder, if any.

(i)

first, to remit to (a) Custodian an amount equal to any accrued and unpaid custodial fees and expenses and (b) Account Bank and Servicer an amount equal to the depository fee and any unpaid Qualified Servicing Expenses (to the extent not retained by such Servicer), if any, respectively, due and payable as of such Remittance Date;

(ii)

second, to remit to Buyer an amount equal to the Price Differential which has accrued and is outstanding in respect of all Purchased Assets as of such Remittance Date;

(iii)

third, to remit to Buyer an amount equal to any unpaid fees, expenses and indemnity amounts due from and payable by Seller under the Program Documents;

(iv)

fourth, to make a payment to Buyer on account of the Repurchase Price of the Purchased Assets until the Repurchase Price for all Purchased Assets has been reduced to zero; and

(v)

fifth, to remit to Seller the remainder, if any.

6.	SECURITY INTEREST

(i)

the Purchased Assets, Servicing Agreements, Servicing Records, Servicing Rights, all insurance relating to the Purchased Assets, Underlying Purchased Asset Reserves, any interest rate protection agreements entered into by a Mortgagor in connection with any Purchased Asset, and collection and escrow accounts relating to the Purchased Assets;

(ii)

all “general intangibles”, “accounts”, “instruments” and “chattel paper” as defined in the UCC relating to or constituting any and all of the foregoing; and

(iii)

all replacements, substitutions or distributions on or proceeds, payments, Income (other than Servicer Income) and profits of, and records (but excluding any financial models or other proprietary information) and files relating to any and all of any of the foregoing.

7.	PAYMENT, TRANSFER AND CUSTODY

(i)

Other than in connection with a Participation Interest, the original executed Mortgage Note (and, if applicable, one or more allonges) bearing all intervening endorsements (including those reflecting a complete, unbroken chain from the applicable Originator to Seller), endorsed “Pay to the order of [_____________________] without recourse” and signed in the name of Seller by an authorized Person (in the event that the Purchased Asset was acquired by Seller in a merger, the signature must be in the following form:  “KREF Lending IX LLC, successor by merger to [name of predecessor]”; or in the event that the Purchased Asset was acquired or originated by Seller while doing business under another name,

(ii)

The original or a copy of each and every executed predecessor note to the Mortgage Note and the original of any and all historic amendments, modifications, spreaders, splitters, restatements and/or consolidations of such note(s), reflecting a complete, unbroken chain from the original lender to the applicable Originator (if any).

(iii)

An original or copy of any guarantee executed in connection with the Mortgage Note (if any).

(iv)

The original or certified (as set forth in the proviso to Section 7(b) and the last paragraph of this Section 7) copy of the Mortgage with evidence of recording thereon.

(v)

The original or certified (either by the county recorder or as set forth in the proviso to Section 7(b) and the last paragraph of this Section 7) copy of each and every executed predecessor mortgage to the Mortgage, including, without limitation, the original or certified copy of any and all historic amendments, modifications, spreaders, splitters, restatements and/or consolidations of such mortgage(s), reflecting a complete, unbroken chain from the original lender to the applicable Originator (if any).

(vi)

The originals or certified (as set forth in the proviso to Section 7(b) and the last paragraph of this Section 7) copies of all assumption, modification, consolidation or extension agreements with evidence of recording thereon (if related to a recorded document).

(vii)

The original Assignment of Mortgage in blank for each Purchased Asset, (other than a Participation Interest) in form and substance acceptable for recording in the relevant jurisdiction, and in substantially the form set forth on Exhibit O and signed in the name of Seller (in the event that the Purchased Asset was acquired by Seller in a merger, the signature must be in the following form:  “KREF Lending IX LLC, successor by merger to [name of predecessor]”; or in the event that the Purchased Asset was acquired or originated by Seller while doing business under another name, the signature must be in the following form: “KREF Lending IX LLC, formerly known as [previous name]”).

(viii)

The originals or copies of all intervening assignments of mortgage, if any, (and other than with respect to a Participation Interest) evidencing a complete chain of title from the applicable Originator with evidence of recording thereon.

(ix)

An original or copy of the attorney’s opinion of title and abstract of title or the original or copy of the mortgagee title insurance policy, or if the

(x)

An original or copy of any security agreement, chattel mortgage or equivalent document executed in connection with the Purchased Asset (if any).

(xi)

An original or copy of any assignment of leases and rents, if any, (and other than with respect to a Participation Interest), together with all intervening assignments of assignment of leases and rents evidencing a complete chain of title from the applicable Originator, with evidence of recording thereon (or certified by Seller as set forth in the proviso to Section 7(b) and the last paragraph of this Section 7).

(xii)

The original assignment of assignment of leases and rents in blank for each Purchased Asset (other than a Participation Interest), if applicable, in form and substance acceptable for recording in the relevant jurisdiction, and in substantially the form set forth on Exhibit O and signed in the name of Seller (in the event that the Purchased Asset was acquired by Seller in a merger, the signature must be in the following form:  “KREF Lending IX LLC, successor by merger to [name of predecessor]”; or in the event that the Purchased Asset was acquired or originated by Seller while doing business under another name, the signature must be in the following form: “KREF Lending IX LLC, formerly known as [previous name]”).

(xiii)

Other than with respect to a Participation Interest, a copy of the UCC financing statements and all necessary UCC continuation statements, in each case, with evidence of filing thereon or copies thereof certified by Seller (certified by Seller as set forth in the proviso to Section 7(b) and the last paragraph of this Section 7) that such financing statements have been sent for filing, and UCC assignments prepared by Seller in blank, which UCC assignments shall be in form and substance acceptable for filing in the applicable jurisdictions.

(xiv)

An original or copy of the environmental indemnity agreement or similar guaranty or indemnity (if any).

(xv)

An original or copy of the loan agreement, intercreditor agreement, lockbox agreement, cash management agreement, deposit account agreement, deposit account control agreement, and construction contract (in each case, if any).

(xvi)

Other than in connection with a Participation Interest, an original omnibus assignment in blank of all other agreements and instruments relating to the Purchased Asset (if any).

(xvii)

[Intentionally omitted].

(xviii)

A copy of a Survey (if any).

(xix)

[Intentionally omitted].

(xx)

A copy of any Mortgagor’s, and, if applicable, any guarantor’s opinion of counsel (if any).

(xxi)

A copy of any assignment of permits, contracts and other material agreements (if any).

(xxii)

A copy of the collateral assignment of interest rate cap agreement or an interest rate swap or similar arrangement (if any).

(xxiii)

The original of all letters of credit issued and outstanding as security for such Purchased Asset (if any) (except that copies may be delivered in connection with a Participation Interest), with any modifications, amendments or endorsements necessary to permit Buyer to draw upon them when and if it is contractually permitted to do so pursuant to this Agreement (if any).

(xxiv)

Copies or originals of any power of attorney related to the Purchased Asset.

(xxv)

Copies or originals (including recorded copies or originals, as applicable) of any subordination, non-disturbance and attornment agreements or similar instruments related to the Mortgaged Property.

(xxvi)

Copies or originals of any ground lease and/or ground lease estoppels received by Seller or the applicable Originator and related to the Mortgaged Property.

(xxvii)

Copies or originals of all other material letters, agreements, instruments, certificates or other documents evidencing, guaranteeing, insuring, securing or modifying the Purchased Asset.

(xxviii)

The original Redirection Letter.

(xxix)

With respect to any Participation Interest, the original Participation Certificate and a copy of the related participation agreement.

(xxx)

With respect to any Participation Interest, any related intercreditor agreement or similar agreement.

(xxxi)

Any additional documents and information required to be delivered to Buyer or its designee (including Custodian) pursuant to this Agreement.

(xxxii)

With respect to any Mezzanine Loan related to a Purchased Asset:

(A)

the original executed Mezzanine Note bearing all intervening endorsements into Seller, and further endorsed by Seller “Pay to the order of __________ without recourse” and signed in the name of Seller, or a lost note affidavit attached thereto;

(B)

the original or a copy of any loan agreement, guarantee or indemnity executed in connection with the Mezzanine Loan;

(C)

the original or a copy of any intercreditor agreement executed in connection with the Mezzanine Loan;

(D)

the original or a copy of any security agreement executed in connection with the Mezzanine Loan;

(E)

copies of any assignment, assumption, modification, consolidation or extension made in respect of such Mezzanine Loan, or any document or agreement referred to in clause (C) above, with evidence of recording thereon (as appropriate), and evidencing a complete chain of assignment and transfer from the related Originator to Seller, as applicable;

(F)

a copy of any UCC-1 financing statements filed in connection with such Mezzanine Loan and all necessary UCC-3 continuation statements, in either case with evidence of filing thereon and UCC-3 assignments prepared by Seller in blank;

(G)

the original certificate(s) representing the pledged equity interests (if any);

(H)

original stock powers relating to each pledged equity interest, executed in blank, if an original stock certificate is provided;

(I)

any original letters of credit and originals or copies of interest rate cap or swap agreements relating to such Mezzanine Loan;

(J)

the original omnibus assignment in blank, if any, signed in the name of Seller;

(K)

the original or copy of the Eagle 9 insurance policy, if any;

(L)

a copy of the power of attorney relating to such Mezzanine Loan, if any;

(M)

a copy of the release letter relating to such Mezzanine Loan, if any.

8.	SALE, TRANSFER, HYPOTHECATION OR PLEDGE OF PURCHASED ASSETS

9.

RECOURSE

10.	REPRESENTATIONS AND WARRANTIES OF SELLER

(i)

The Program Documents have been duly executed and delivered by Seller for good and valuable consideration.  The Program Documents constitute the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms subject to bankruptcy, insolvency, and other limitations on creditors’ rights generally and to equitable principles.

(ii)

Seller will engage in the Transactions contemplated hereunder as principal (or, if agreed in writing, in the form of an annex, exhibit or schedule hereto or otherwise, in advance of any Transactions by the other party hereto, as agent for a disclosed principal), and, as of the Closing Date, the person signing this Agreement on its behalf is duly authorized to do so on its behalf (or on behalf of any such disclosed principal).

(i)

None of Seller, any director, manager (including any managing member), officer, agent, of Seller, nor, to the knowledge of Seller, any employee of Seller or any person acting on behalf  of Seller that will act in any capacity in connection with or benefit from this Agreement, is an individual or entity that is, or is Owned or Controlled by, or is acting for or on behalf of, providing assistance, support, sponsorship or services of any kind for, Persons that are: (i) the subject/target of any financial, economic, or trade sanctions laws, regulations, rules, decisions, embargoes and/or restrictive measures imposed, administered or enforced by the Government of the United States, the United Nations Security Council, the European Union, Her Majesty’s Treasury of the United Kingdom, the Government of Japan, or other relevant sanctions authority (collectively, “Sanctions”), (ii) located, organized or resident in a Sanctioned Country or (iii) Sanctioned Persons.

(ii)

Seller and its directors, managers (including any managing member), officers and employees and, to the knowledge of Seller, the agents of Seller are in compliance with all applicable Sanctions and with the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”) and any other applicable anti-corruption law, in all material respects.  Seller is subject to policies and procedures designed to ensure continued compliance with applicable Sanctions, the FCPA and any other applicable anti-corruption laws.

(iii)

Neither Seller nor any Person who (together with, in the case of a natural person, such person’s family members or trusts) holds any legal or beneficial interest in Seller, whether directly or indirectly:

(A)

appears on any Government List;

(B)

to Seller’s knowledge, has conducted business with or engaged in any transaction with any Person named on any Government List or any Person included in, owned by, Controlled by, acting for or on behalf of, providing assistance, support, sponsorship, or services of any kind to any of the Persons referred to or described in any Government List in contravention of applicable Requirements of Law;

(C)

is a Person who has been determined by competent authority to be subject to the prohibitions contained in Presidential Executive Order No. 13224 (Sept. 23, 2001) or any other similar prohibitions contained in the rules and regulations of OFAC or in any enabling legislation or other Presidential Executive Orders in respect thereof;

(D)

has been previously indicted for or convicted of any felony involving a crime or crimes of moral turpitude or a Patriot Act Offense; or

(E)

is currently under investigation by any Governmental Authority for alleged criminal activity.

11.	NEGATIVE COVENANTS OF SELLER

12.	AFFIRMATIVE COVENANTS OF SELLER

(i)

Within sixty (60) days after the last day of each of the first three (3) calendar quarters in any fiscal year of Guarantor, Guarantor’s consolidated and unaudited balance sheet and income statement as of the end of such calendar quarter, in each case presented fairly in accordance with GAAP (subject to normal year-end audit adjustments) and accompanied by a compliance certificate in the form of Exhibit E hereto; provided that Seller shall not be required to separately deliver the foregoing if such financial reporting has been posted to the REIT’s publicly available website at ▇▇▇.▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇/▇▇▇-▇▇▇▇▇▇▇;

(ii)

Within ninety (90) days after the last day of its fiscal year:

(A)

the consolidated balance sheet and statement of equity of the REIT combined, which shall incorporate its consolidated Subsidiaries (including Seller and Guarantor) as at the end of such fiscal year, and the related combined consolidated statements of operations and cash flows for REIT which shall incorporate such consolidated Subsidiaries, in each case, audited by an independent certified public accountant of recognized national standing, which opinion

(B)

an unaudited consolidated balance sheet and income statement of the Guarantor as at the end of such fiscal year, certified by the chief executive officer, chief financial officer, treasurer or controller of Guarantor as fairly presenting the financial condition, results of operations, of the Guarantor in accordance with GAAP as at the end of, and for, such period.

(iii)

Within sixty (60) days after the last day of each calendar quarter in any fiscal year, any and all (a) written information or reports with respect to the Purchased Assets and (b) operating statements, financial statements and occupancy status reports with respect to the Purchased Assets, in each case with respect to clause (a) and clause (b), delivered to and received by Seller from Mortgagor or any underling guarantor pursuant to the terms of the Purchased Asset Documents (including without limitation quarterly reports, sponsor’s business plan and any capex plan); provided that Seller’s obligation to deliver the foregoing information shall be deemed satisfied so long as Buyer has access to Seller’s “box site” or other electronic dataroom where such information is posted by Seller and Servicer;

(iv)

Within thirty (30) calendar days of Buyer’s request (or forty-five (45) calendar days in the case that the related Mortgaged Property is a portfolio of properties), (A) not more frequently than once per year in the normal course, (B) upon the occurrence of a Credit Event and (C) in connection with the cure of a Cash Sweep Period Trigger Event, a new Appraisal with respect to the Mortgaged Property relating to the Purchased Asset subject to the event, in each case, at Seller’s expense; provided, that if Seller shall fail to deliver any new Appraisal pursuant to this Section 12(h)(iv), following Buyer’s request, Buyer shall have the right to obtain such Appraisal at Seller’s expense; provided further that Seller shall only be responsible for the cost and expense of any Appraisal ordered or requested by Buyer pursuant to and in accordance with this clause (iv) and, for the avoidance of doubt, any Appraisal provided to Buyer in connection with Buyer’s diligence prior to the related Purchase Date.

(v)

On the Servicer Remittance Date, the Remittance Report (in the form attached as Exhibit D to the Servicer Notice and Acknowledgment);

(vi)

[reserved]; and

(vii)

Any other report with respect to the Purchased Assets reasonably requested by Buyer to the extent such report is reasonably available to Seller.

(i)

Seller shall comply at all times with the requirements of all Anti-Money Laundering Laws.

(ii)

Seller shall provide Buyer with any information regarding Seller, reasonably necessary for Buyer to comply with all Anti-Money Laundering Laws.

(iii)

Seller shall comply at all times with the requirements of all OFAC Laws in all material respects.

(iv)

Seller shall not, nor shall Persons holding any legal or beneficial interest in Seller (whether directly or indirectly), conduct business with or engage in any transaction with any Person named in any Government List or any Person included in, owned by, Controlled by, acting for or on behalf of, providing assistance, support, sponsorship, or services of any kind to any of the Persons referred to or described in any Government List in violation of applicable Requirements of Law.

(v)

If Seller obtains actual knowledge or receives any written notice that Seller or any Person holding any legal or beneficial interest whatsoever therein (whether directly or indirectly) is named on any Government List (such occurrence, an “OFAC Violation”), Seller shall promptly (i) give written notice to Buyer of such OFAC Violation and (ii) comply with all applicable Requirements of Law with respect to such OFAC Violation (regardless of whether the party included on the list of “Specially Designated Nationals and Blocked Persons” maintained by OFAC is located within the jurisdiction of the United States of America), including the OFAC Laws, and Seller hereby authorizes and consents to Buyer taking any and all steps Buyer deems necessary, in its sole but good faith discretion, to comply with all applicable Requirements of Law with respect to any such OFAC Violation, including the requirements of the OFAC Laws that are legally binding on Buyer (including the “freezing” and/or “blocking” of assets and reporting such action to OFAC as may be legally required on account of any actual or potential OFAC Violation).

(vi)

The representations and warranties of Seller set forth in Section 10(w) hereof shall continue to be true and correct in all material respects.

(vii)

Upon Buyer’s request from time to time (to be made not more frequently than once in any twelve (12) calendar month period), Seller shall deliver a certification confirming its compliance with the covenants set forth in this Section 12(p).

13.	SPECIAL PURPOSE ENTITY

14.	EVENTS OF DEFAULT; REMEDIES

(i)

failure of Buyer to receive on any Remittance Date the accrued and unpaid Price Differential (including, without limitation, in the event the Income paid or distributed on or in respect of the Purchased Assets is insufficient to make such payment and Seller does not make such payment or cause such payment to be made); provided, however, to the extent that any such failure occurs despite sufficient funds being on deposit in the Repo Collection Account, Seller shall have one (1) Business Day to cure such failure, except that such failure shall not be an Event of Default if sufficient Income, which would otherwise be remitted to Buyer pursuant to Section 5 hereof, is on deposit in the Repo Collection Account but the Account Bank fails to remit such funds to Buyer, so long as Seller causes such funds to be remitted to Buyer within one (1) Business Day of such failure;

(ii)

Seller fails to repurchase any Purchased Asset upon the related Repurchase Date;

(iii)

[intentionally omitted];

(iv)

an Insolvency Event occurs with respect to Seller, Guarantor or Pledgor;

(v)

[intentionally omitted];

(vi)

either (A) the Program Documents shall for any reason not cause, or shall cease to cause, Buyer to be the owner free of any adverse claim (other than the rights of Seller pursuant to this Agreement, Permitted Liens and Title Exceptions) of any of the Purchased Assets, or (B) if a Transaction is recharacterized as a secured financing, the Program Documents with respect to any Transaction shall for any reason cease to create a valid first priority security interest in favor of Buyer in any of the Purchased Assets, and in any such case, such condition is not cured within three (3) Business Days following notice thereof to Seller;

(vii)

failure of Seller to make any other payment owing to Buyer which has become due, whether by acceleration or otherwise under the terms of this Agreement, which failure is not remedied within five (5) Business Days;

(viii)

any governmental, regulatory, or self-regulatory authority shall have taken any action to remove, limit, restrict, suspend or terminate the rights, privileges, or operations of Seller, which removal, limitation, restriction, suspension or termination results in a Material Adverse Change;

(ix)

a Change of Control shall have occurred without the prior written consent of Buyer;

(x)

any representation made by Seller, Guarantor, Pledgor or Originator (other than a representation or warranty set forth in Exhibit G-1 or Exhibit G-2) in any Program Document or any document or certificate delivered pursuant thereto shall have been incorrect or untrue in any material respect when made or repeated or deemed to have been made or repeated which incorrect or untrue representation is not cured within ten (10) Business Days of the earlier of (i) the receipt of notice by Seller and (ii) knowledge of Seller; provided, however, in the case of any breach of a representation or warranty which is susceptible to cure but cannot be cured within such initial ten (10) Business Day period through the exercise of reasonable diligence, (A) if Seller, Guarantor, Pledgor or Originator is working diligently to cure such breach within such initial ten (10) Business Day period, such period shall be extended for such additional ten (10) Business Days, and (B) if Seller, Guarantor, Pledgor or Originator is working diligently to cure such breach within such additional ten (10) Business Day period, such period shall be extended for such additional ten (10)

(xi)

Guarantor shall (i) fail to comply with any of the financial covenants set forth in the Guaranty or (ii) have defaulted or failed to perform any other obligation under the Guaranty and, in each such case, such breach remains uncured for five (5) Business Days;

(xii)

a final non-appealable judgment (other than a judgment to the extent covered by insurance) by any competent court in the United States of America for the payment of money in an amount greater than  $1,000,000 (in the case of Seller or Pledgor) or $50,000,000 (in the case of Guarantor) shall have been rendered against Seller, Guarantor or Pledgor and remained undischarged or unpaid for a period of thirty (30) days, during which period execution of such judgment is not effectively stayed by bonding over or other means acceptable to Buyer;

(xiii)

Guarantor, or Pledgor shall have failed to make any payment (after the expiration of any applicable grace period) under any note, indenture, loan agreement, guaranty, repurchase agreement, swap agreement or any other contract, agreement or transaction to which it is a party, which payment is in excess of $1,000,000 (in the case of Pledgor) or $50,000,000 (in the case of Guarantor);

(xiv)

if Seller, Pledgor or Originator shall breach or fail to perform any of the terms, covenants, obligations or conditions of this Agreement or any other Program Document that such party is required to perform, other than as specifically otherwise referred to in this definition of “Event of Default”, and such breach or failure to perform is not remedied within ten (10) Business Days after notice thereof to Seller by Buyer; provided, however, in the case of any such breach or failure that cannot be cured within such initial ten (10) Business Day period through the exercise of reasonable diligence, (A) if Seller, Pledgor or Originator is working diligently to cure such breach or failure within such initial ten (10) Business Day period such period shall be extended for such additional ten (10) Business Days, and (B) if Seller, Pledgor or Originator is working diligently to cure such breach or failure within such additional ten (10) Business Day period such period shall be extended for such additional ten (10) Business Days, such total cure period not to exceed thirty (30) Business Days in the aggregate;

(xv)

a Material Adverse Change shall have occurred, as determined by Buyer in its reasonable discretion, and such default is not remedied within ten (10) Business Days after notice thereof to Seller by Buyer; provided, however, in the case of any default under this clause (xv) which is susceptible to cure but cannot be cured within such initial ten (10) Business Day period through the exercise of reasonable diligence, (A) if Seller, Guarantor or Pledgor is working diligently to cure such default

(xvi)

a Division shall have occurred with respect to Seller or Pledgor without the prior written consent of Buyer;

(xvii)

Seller consents or assents to or otherwise allows any Material Modification without the prior written consent of Buyer and Seller has not repurchased the related Purchased Asset within the time period permitted pursuant to Section 11(g); or

(xviii)

The assets of Seller are deemed to constitute Plan Assets or the transactions contemplated by this Agreement or any Program Document violate any law applicable to Seller that regulates investments of, or fiduciary obligations with respect to, governmental plans and that is similar to the provisions of Section 406 of ERISA or Section 4975 of the Code.

(i)

At the option of Buyer, exercised by written notice to Seller (which option shall be deemed to have been exercised, even if no notice is given, immediately upon the occurrence of an Insolvency Event with respect to Seller, Guarantor or Pledgor), the Repurchase Date for each Transaction hereunder shall, if it has not already occurred, be deemed immediately to occur (the date on which such option is exercised or deemed to have been exercised being referred to hereinafter as the “Accelerated Repurchase Date”).

(ii)

If Buyer exercises or is deemed to have exercised the option referred to in Section 14(b)(i) of this Agreement:

(A)

Seller’s obligations hereunder to repurchase all Purchased Assets shall become immediately due and payable on and as of the Accelerated Repurchase Date;

(B)

to the extent permitted by applicable law, the Repurchase Price with respect to each Transaction (determined as of the Accelerated Repurchase Date) shall be increased by the aggregate amount obtained by daily application of, on a 360 day per year basis for the actual number of days during the period from and including the Accelerated Repurchase Date to but excluding the date of payment of the Repurchase Price (as so increased), (x) the Pricing Rate for

(C)

Custodian shall, upon the request of Buyer, deliver to Buyer all instruments, certificates and other documents then held by Custodian relating to the Purchased Assets.

(iii)

Buyer may in accordance with Requirements of Law (A) immediately sell, at a public or private sale in a commercially reasonable manner and at such price or prices as Buyer may reasonably deem satisfactory any or all Purchased Assets or (B) in its sole discretion elect, in lieu of selling all or a portion of such Purchased Assets, to give Seller credit for such Purchased Assets in an amount equal to the market value of such Purchased Assets as determined by Buyer consistent with its and its Affiliates’ methods for determining the market value for similar commercial real estate portfolios against the aggregate unpaid Repurchase Price for such Purchased Assets and any other amounts owing by Seller under the Program Documents.  The proceeds of any disposition of Purchased Assets effected pursuant to this Section 14(b)(iii) shall be applied in accordance with Section 5(d), with any amounts remaining after the payment of all Repurchase Obligations in full and the termination of this Agreement to be paid to Seller.

(iv)

The parties acknowledge and agree that (A) the Purchased Assets subject to the Transactions hereunder are not instruments traded in a recognized market, and, in the absence of a generally recognized source for prices or bid or offer quotations for any Purchased Assets, Buyer may establish the source therefor in its sole discretion and (B) all prices, bids and offers shall be determined together with accrued Income (except to the extent contrary to market practice with respect to the relevant Purchased Assets). The parties recognize that it may not be possible to purchase or sell all Purchased Assets on a particular Business Day, or in a transaction with the same purchaser, or in the same manner because the market for such Purchased Assets may not be liquid at such time.  In view of the nature of the Purchased Assets, the parties agree that liquidation of a Transaction or the Purchased Assets does not require a public purchase or sale and that a good faith private purchase or sale shall be deemed to have been made in a commercially reasonable manner.  Accordingly, Buyer may elect, in its sole discretion, the time and manner of liquidating any Purchased Assets, and nothing contained herein shall (1) obligate Buyer to liquidate any Purchased Assets on the occurrence and during the continuance of an Event of Default or to liquidate all Purchased Assets in the same manner or on the same Business Day or (2) constitute a waiver of any right or remedy of Buyer under the Program Documents.

(v)

Seller shall be liable to Buyer for (A) the amount of all reasonable out-of-pocket expenses, including reasonable legal fees and expenses, actually

(vi)

Buyer shall have, in addition to its rights and remedies under the Program Documents, all of the rights and remedies provided by applicable federal, state, foreign, and local laws (including, without limitation, if the Transactions are characterized as secured financings, the rights and remedies of a secured party under the UCC of the State of New York, to the extent that the UCC is applicable, and the right to offset any mutual debt and claim), in equity, and under any of the Program Documents.  Without limiting the generality of the foregoing, Buyer shall be entitled to set-off the proceeds of the liquidation of the Purchased Assets against all of Seller’s obligations to Buyer under this Agreement, whether or not such obligations are then due, without prejudice to Buyer’s right to recover any deficiency.

(vii)

Subject to the notice and grace periods set forth herein, Buyer may exercise any or all of the remedies available to Buyer immediately upon the occurrence of an Event of Default and at any time during the continuance thereof.  All rights and remedies arising under the Program Documents, as amended from time to time, are cumulative and not exclusive of any other rights or remedies which Buyer may have.

(viii)

Buyer may enforce its rights and remedies hereunder without prior judicial process or hearing, and Seller hereby expressly waives any defenses Seller might otherwise have to require Buyer to enforce its rights by judicial process.  Seller also waives any defense Seller might otherwise have arising from the use of nonjudicial process, disposition of any or all Purchased Assets, or from any other election of remedies.  Seller recognizes that nonjudicial remedies are consistent with the usages of the trade, are responsive to commercial necessity and are the result of a bargain at arm’s length.

(ix)

Buyer may, without prior notice to Seller, set off any sum or obligation (whether or not arising under this Agreement, whether matured or unmatured, whether or not contingent and irrespective of the currency, place of payment or booking office of the sum or obligation) owed by Seller to Buyer or any Affiliate of Buyer against any sum or obligation (whether or not arising under this Agreement, whether matured or unmatured, whether or not contingent and irrespective of the currency, place of payment or booking office of the sum or obligation) owed by Buyer or any Affiliate of Buyer to Seller.  Buyer will give notice to the other party of any set-off effected under this Section 14(b)(ix).  If a sum or obligation is unascertained, Buyer may in good faith estimate that

(x)

Seller shall, within two (2) Business Days following Buyer’s written request, execute and deliver to Buyer such documents, instruments, certificates, assignments and other writings, and do such other acts as Buyer may reasonably request for the purposes of assuring, perfecting and evidencing Buyer’s ownership of the Purchased Assets, including, without limitation: (A) forwarding to buyer or Buyer’s designee (including, if applicable, Custodian), any payments Seller or any of its Affiliates receives on account of the Purchased Assets, in each case promptly upon receipt thereof; (B) to the extent not already contained in the Purchased Asset File, delivering to Buyer or such designee any certificates, instruments, documents, notices or files evidencing or relating to the Purchased Assets which are in Seller’s possession or under its control; (C) to the extent not already contained in the Purchased Asset File, delivering to Buyer underwriting summaries, credit memos, asset summaries, status reports or similar documents relating to the Purchased Assets and in Seller’s possession or under its control.

(xi)

Seller hereby appoints Buyer as attorney-in-fact of Seller for the purpose of carrying out the provisions of this Section 14(b) and taking any action and executing or endorsing any instruments that Buyer may deem necessary or advisable to accomplish the purposes of this Section 14(b), which appointment as attorney-in-fact is irrevocable and coupled with an interest until all of the Repurchased Obligations have been paid in full (other than inchoate indemnification obligations).

15.	SINGLE AGREEMENT

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