Master Repurchase Agreement September 1996 Version

Exhibit 10.79

Execution Version

                        Master Repurchase Agreement

September 1996 Version

Dated as of                     

From time to time the parties hereto may enter into transactions in which one party (“Seller”) agrees to transfer to the other (“Buyer”) securities or other assets (“Securities”) against the transfer of funds by ▇▇▇▇▇, with a simultaneous agreement by Buyer to transfer to Seller such Securities at a date certain or on demand, against the transfer of funds by Seller. Each such transaction shall be referred to herein as a “Transaction” and, unless otherwise agreed in writing, shall be governed by this Agreement, including any supplemental terms or conditions contained in Annex I hereto and in any other annexes identified herein or therein as applicable hereunder.

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Seller shall be entitled to receive an amount equal to all Income paid or distributed on or in respect of the Securities that is not otherwise received by Seller, to the full extent it would be so entitled if the Securities had not been sold to Buyer. Buyer shall, as the parties may agree with respect to any Transaction (or, in the absence of any such agreement, as Buyer shall reasonably determine in its discretion), on the date such Income is paid or distributed either (i) transfer to or credit to the account of Seller such Income with respect to any Purchased Securities subject to such Transaction or (ii) with respect to Income paid in cash, apply the Income payment or payments to reduce the amount, if any, to be transferred to Buyer by Seller upon termination of such Transaction. Buyer shall not be obligated to take any action pursuant to the preceding sentence (A) to the extent that such action would result in the creation of a Margin Deficit, unless prior thereto or simultaneously therewith Seller transfers to Buyer cash or Additional Purchased Securities sufficient to eliminate such Margin Deficit, or (B) if an Event of Default with respect to Seller has occurred and is then continuing at the time such Income is paid or distributed.

Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, Seller shall be deemed to have pledged to Buyer as security for the performance by Seller of its obligations under each such Transaction, and shall be deemed to have granted to Buyer a security interest in, all of the Purchased Securities with respect to all Transactions hereunder and all Income thereon and other proceeds thereof.

Unless otherwise mutually agreed, all transfers of funds hereunder shall be in immediately available funds. All Securities transferred by one party hereto to the other party (i) shall be in suitable form for transfer or shall be accompanied by duly executed instruments of transfer or assignment in blank and such other documentation as the party receiving possession may reasonably request, (ii) shall be transferred on the book-entry system of a Federal Reserve Bank, or (iii) shall be transferred by any other method mutually acceptable to Seller and Buyer.

To the extent required by applicable law, all Purchased Securities in the possession of Seller shall be segregated from other securities in its possession and shall be identified as subject to this Agreement. Segregation may be accomplished by appropriate identification on the books and records of the holder, including a financial or securities intermediary or a clearing corporation. All of Seller’s interest in the Purchased Securities shall pass to Buyer on the Purchase Date and, unless otherwise agreed by Buyer and Seller, nothing in this Agreement shall preclude Buyer from engaging in repurchase transactions with the Purchased Securities or otherwise selling, transferring, pledging or hypothecating the Purchased Securities, but no such transaction shall relieve Buyer of its obligations to transfer Purchased Securities to Seller pursuant to Paragraph 3, 4 or 11 hereof, or of Buyer’s obligation to credit or pay Income to, or apply Income to the obligations of, Seller pursuant to Paragraph 5 hereof.

Required Disclosure for Transactions in Which the Seller Retains Custody of the Purchased Securities

Seller is not permitted to substitute other securities for those subject to this Agreement and therefore must keep Buyer’s securities segregated at all times, unless in this Agreement Buyer grants Seller the right to substitute other securities. If Buyer grants the right to substitute, this means that ▇▇▇▇▇’s securities will likely be commingled with Seller’s own securities during the trading day. ▇▇▇▇▇ is advised that, during any trading day that ▇▇▇▇▇’s securities are commingled with Seller’s securities, they [will]* [may]** be subject to liens granted by Seller to [its clearing bank]* [third parties]** and may be used by Seller for deliveries on other securities transactions. Whenever the securities are commingled, Seller’s ability to resegregate substitute securities for Buyer will be subject to Seller’s ability to satisfy [the clearing] *[any]** lien or to obtain substitute securities.

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Each of Buyer and Seller represents and warrants to the other that (i) it is duly authorized to execute and deliver this Agreement, to enter into Transactions contemplated hereunder and to perform its obligations hereunder and has taken all necessary action to authorize such execution, delivery and performance, (ii) it will engage in such Transactions as principal (or, if agreed in writing, in the form of an annex hereto or otherwise, in advance of any Transaction by the other party hereto, as agent for a disclosed principal), (iii) 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), (iv) it has obtained all authorizations of any governmental body required in connection with this Agreement and the Transactions hereunder and such authorizations are in full force and effect and (v) the execution, delivery and performance of this Agreement and the Transactions hereunder will not violate any law, ordinance, charter, by-law or rule applicable to it or any agreement by which it is bound or by which any of its assets are affected. On the Purchase Date for any Transaction Buyer and Seller shall each be deemed to repeat all the foregoing representations made by it.

In the event that (i) Seller fails to transfer or Buyer fails to purchase Purchased Securities upon the applicable Purchase Date, (ii) Seller fails to repurchase or Buyer fails to transfer Purchased Securities upon the applicable Repurchase Date, (iii) Seller or Buyer fails to comply with Paragraph 4 hereof, (iv) Buyer fails, after one business day’s notice, to comply with Paragraph 5 hereof, (v) an Act of Insolvency occurs with respect to Seller or Buyer, (vi) any representation made by Seller or Buyer shall have been incorrect or untrue in any material respect when made or repeated or deemed to have been made or repeated, or (vii) Seller or Buyer shall admit to the other its inability to, or its intention not to, perform any of its obligations hereunder (each an “Event of Default”):

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Unless otherwise provided in Annex I, the parties acknowledge and agree that (1) the Securities subject to any Transaction hereunder are instruments traded in a recognized market, (2) in the absence of a generally recognized source for prices or bid or offer quotations for any Security, the nondefaulting party may establish the source therefor in its sole discretion and (3) 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 Securities).

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▇▇▇▇▇ and ▇▇▇▇▇▇ acknowledge that, and have entered hereinto and will enter into each Transaction hereunder in consideration of and in reliance upon the fact that, all Transactions hereunder constitute a single business and contractual relationship and have been made in consideration of each other. Accordingly, each of Buyer and Seller agrees (i) to perform all of its obligations in respect of each Transaction hereunder, and that a default in the performance of any such obligations shall constitute a default by it in respect of all Transactions hereunder, (ii) that each of them shall be entitled to set off claims and apply property held by them in respect of any Transaction against obligations owing to them in respect of any other Transactions hereunder and (iii) that payments, deliveries and other transfers made by either of them in respect of any Transaction shall be deemed to have been made in consideration of payments, deliveries and other transfers in respect of any other Transactions hereunder, and the obligations to make any such payments, deliveries and other transfers may be applied against each other and netted.

Any and all notices, statements, demands or other communications hereunder may be given by a party to the other by mail, facsimile, telegraph, messenger or otherwise to the address specified in Annex II hereto, or so sent to such party at any other place specified in a notice of change of address hereafter received by the other. All notices, demands and requests hereunder may be made orally, to be confirmed promptly in writing, or by other communication as specified in the preceding sentence.

This Agreement shall supersede any existing agreements between the parties containing general terms and conditions for repurchase transactions. Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement.

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This Agreement shall be governed by the laws of the State of New York without giving effect to the conflict of law principles thereof.

No express or implied waiver of any Event of Default by either party shall constitute a waiver of any other Event of Default and no exercise of any remedy hereunder by any party shall constitute a waiver of its right to exercise any other remedy hereunder. No modification or waiver of any provision of this Agreement and no consent by any party to a departure here-from shall be effective unless and until such shall be in writing and duly executed by both of the parties hereto. Without limitation on any of the foregoing, the failure to give a notice pursuant to Paragraph 4(a) or 4(b) hereof will not constitute a waiver of any right to do so at a later date.

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The parties acknowledge that they have been advised that:

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ANNEX I

Supplemental Terms and Conditions

This Annex I supplements and forms a part of the Master Repurchase Agreement dated as of December [    ], 2022 (the “Agreement”) between Lucid Prime Fund LLC and FS CREIT Investments LLC. Capitalized terms used but not defined in this Annex I shall have the meanings ascribed to them in the Agreement.

In addition to this Annex I and ▇▇▇▇▇ ▇▇, the following Annexes and any Schedules thereto shall form a part of the Agreement and shall be applicable thereunder.

None

For purposes of the Agreement and this Annex I, the following terms shall have the following meanings:

“Business Day” or “business day”, with respect to any Transaction hereunder, a day on which regular trading occurs in the principal market for the Purchased Securities subject to such Transaction. Notwithstanding the foregoing, in no event shall a Saturday or Sunday be considered a business day.

“IDC” means prices published by Interactive Data Pricing and Reference Data LLC, or any successor thereto.

“Pricing Direct” means prices published by Pricing Direct Inc. or any successor thereto.

“Margin Notice Deadline” means 10:00 A.M. New York time, unless otherwise agreed to between the parties with respect to any Transaction. Margin Calls may be made orally or by email; provided, that in any event, the party that is required to satisfy the Margin Call shall comply with the terms of the Margin Call, however made, within the timeframe required under Paragraph 4 of the Agreement.

The definition of the term “Market Value” in Paragraph 2(j) of the Agreement is amended by replacing the words “a generally recognized source agreed to by the parties,” with the following: “IDC, Pricing Direct or other generally recognized source agreed to by the parties (each, a “Recognized Price Source”) and, in the absence, unavailability, inaccuracy or inapplicability of each Recognized Price Source, another source determined by ▇▇▇▇▇, acting in good faith and a commercially reasonably manner”.

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Each party irrevocably and unconditionally (i) submits to the exclusive jurisdiction of any United States Federal or New York State court sitting in Manhattan, and any appellate court from any such court, solely for the purpose of any suit, action or proceeding brought to enforce its obligations under the Agreement or relating in any way to the Agreement or any Transaction under the Agreement and (ii) waives, to the fullest extent it may effectively do so, any defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and any right of jurisdiction on account of its place of residence or domicile.

To the extent that either party has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) with respect to itself or any of its property, such party hereby irrevocably waives and agrees not to plead or claim such immunity in respect of any action brought to enforce its obligations under the Agreement or relating in any way to the Agreement or any Transaction under the Agreement.

Each party hereto hereby irrevocably waives all right to trial by jury in any action or proceeding arising out of or relating to this Agreement or any Transaction hereunder.

In addition to the Events of Default described in Paragraph 11 of the Agreement, it shall be an “Event of Default” if an Act of Insolvency occurs with respect to any guarantor of the obligations of a Party hereunder. Each party agrees that, upon learning of the occurrence of any event or the commencement of any condition that constitutes an Event of Default with respect to such party, to promptly give the other party notice of such event or condition.

In addition to the Events of Default set forth in Paragraph 11 of the Agreement, it shall be an “Event of Default” in respect of Seller if Price Differential is payable on any date other than the Repurchase Date of a Transaction, and Seller fails to make payment of such Price Differential, when due, and Buyer has given Seller one business days’ notice of such failure to pay.

Each party agrees to deliver or provide the other party with the following on the date of execution of the Agreement: evidence satisfactory to the requesting party of its authority to execute the Agreement and enter into the Transactions contemplated hereby and evidence of the authority and true signatures of each official or representative signing this Agreement or, as the case may be, a Confirmation, on its behalf.

Upon reasonable request, each party agrees to deliver or provide to the other party the most recent audited annual financial statements and the most recent monthly statement showing its net asset value (the “NAV”), leverage ratio and net returns or other similar statement that shows the equity value, leverage and net returns of its business, in each case promptly following such request (and in no event more than 2 Business Days after such request has been made), in each case, to the extent such statements are not otherwise publicly available.

Each party agrees to provide the other party with the following tax document on or before the date of execution of the Agreement: A duly completed and executed U.S. Internal Revenue Service Form W-9.

Each party acknowledges that it is its intent for U.S. federal, and relevant state and local income and franchise tax purposes, to treat each Transaction as indebtedness of Seller that is

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secured by the Securities and that the Securities are owned by Seller for U.S. federal, and relevant state and local income and franchise tax purposes in the absence of an Event of Default. Each party agrees to such treatment and agrees to take no position inconsistent with this treatment, unless otherwise required by applicable law as a result of a definitive change in applicable statues, regulations or administrative rulings by the U.S. Internal Revenue Service, or any judicial authority.

The parties agree that each party may electronically record any telephone conversations between them.

Email shall be an acceptable method of communication for purposes of Paragraph 13 of the Agreement. Notices, demands and requests made orally shall be effective when so given, regardless of whether they are promptly confirmed in writing or by other communication.

In the event of any inconsistency between the provisions of this Annex and the provisions of the Agreement attached hereto, the terms contained in this Annex shall prevail.

In addition and without prejudice to the rights and remedies otherwise available to the nondefaulting party (whether under this Agreement, other contract, applicable law or otherwise), upon the occurrence and during the continuance of an Event of Default with respect to the defaulting party, the nondefaulting party and its affiliates will have the right (but not be obliged) without prior notice to the defaulting party or any other person to set-off or apply any obligation of the defaulting party owed to the non-defaulting party or any affiliate thereof (whether or not matured or contingent and whether or not arising under the Agreement, and regardless of the currency, place of payment or booking office of the obligation) against any obligation of the non-defaulting party or any affiliate thereof owed to the defaulting party (whether or not matured or contingent and whether or not arising under the Agreement, and regardless of the currency, place of payment or booking office of the obligation). The nondefaulting party will give notice to the defaulting party of any set-off effected under this section 11; provided, however, that failure to give any such notice will not limit the validity or effectiveness of any such set-off.

For such purposes, any obligations so set-off or applied that are not denominated in U.S. dollars shall be converted into U.S. dollars on the relevant date at a spot rate published by a recognized source on such date. If any obligation is unascertained, the nondefaulting party may in good faith estimate the amount of that obligation and effect a setoff or application in respect of the amount so estimated, subject to the relevant party accounting to the other when the obligation is ascertained.

This section 11 shall be without prejudice and in addition to any right of set-off, combination of accounts, lien or other rights to which any party is at any time otherwise entitled (whether by operation of law, contract or otherwise).

The provisions of this section 12 shall apply notwithstanding anything to the contrary in the Agreement. In the event that Seller disputes the calculation by the Buyer of the Market Value with respect to any Purchased Securities for which Buyer used a price source other than a Recognized Price Source, and as a result of such dispute Seller also disputes the calculation of the Margin Deficit or Margin Excess as the case may be, Seller will notify Buyer of such dispute and provide prices for such dispue. Notwithstanding the foregoing, Seller will transfer to Buyer any undisputed amount of the Margin Deficit (the “Undisputed Deficit Amount”) or Buyer will transfer to Seller any undisputed amount of the Margin Excess (the “Undisputed Excess Amount”), as applicable, no later than the close of business on the day such Margin Deficit or Margin Excess is due to be delivered. Any Recalculated Deficit Amount or Recalculated Excess Amount (each as defined below) shall be delivered in accordance with below.

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If Seller disputes Buyer’s determination of Market Value and the foregoing condition is satisfied, Seller shall notify Buyer of such dispute by 11:00 a.m. New York time on the day such Margin Deficit or Margin Excess is due to be delivered (which notification shall be in writing and shall identify the Purchased Securities subject to such dispute (the “Disputed Securities”)). Upon receipt of such notice, ▇▇▇▇▇, acting in good faith and a reasonable manner, may solicit at least three (3) actual bids with respect to each of the Disputed Securities on a “Bids Wanted in Competition” (as defined below) basis with respect to each of the Disputed Securities. All actual bids must be from independent Reference Market-makers. Only actual bids received by 2:00 p.m. New York time on the Business Day of receipt by ▇▇▇▇▇ of notice of dispute by Seller shall qualify for consideration in computing Market Value pursuant to section 2(c). After receiving any Bids Wanted in Competition, Buyer may notify (but in no case later than 3:00 p.m. New York time (the “Market Value Notification Time”)) Seller of the Market Value of the Disputed Securities as determined below.

If two (2) or more actual bids are received by Buyer with respect to the Disputed Securities, the Market Value of the Disputed Securities shall be the average of such actual bids. If one (1) actual bid is received, the Market Value of the Disputed Securities shall be such actual bid. If no actual bids are received, Seller shall withdraw the dispute and ▇▇▇▇▇’s original determination of Market Value, which shall have been made in good faith and a commercially reasonable manner, shall be applicable.

In the event such actual bids result in a determination of Market Value either greater than or less than Buyer’s original determination of Market Value and Buyer calculates a new Margin Deficit (the “Recalculated Deficit Amount”) and notifies Seller of such Recalculated Deficit Amount and applicable Market Value by the Market Value Notification Time, then (a) in the case that the Seller transferred an Undisputed Deficit Amount to the Buyer, Seller shall be required to transfer the difference between the Recalculated Deficit Amount and any Undisputed Deficit Amount that was transferred to the Buyer, provided this amount is positive, or (b) in the case that the Buyer transferred an Undisputed Excess Amount to the Seller, Seller shall be required to return such Undisputed Excess Amount and transfer the Recalculated Deficit Amount to the Buyer, in both cases by the close of business on the same Business Day in accordance with the terms of the Master Repurchase Agreement.

In the event such actual bids result in a determination of Market Value either greater than or less than Buyer’s original determination of Market Value and Buyer calculates a new Margin Excess (the “Recalculated Excess Amount”) and notifies Seller of such Recalculated Excess Amount and applicable Market Value by the Market Value Notification Time, then (a) in the case that the Buyer transferred an Undisputed Excess Amount to the Seller, Buyer shall be required to transfer the difference between the Recalculated Excess Amount and any Undisputed Excess Amount that was transferred to the Seller, provided this amount is positive, or (b) in the case that the Seller transferred an Undisputed Deficit Amount to the Buyer, Buyer shall be required to return such Undisputed Deficit Amount and transfer the Recalculated Excess Amount to the Seller, in both cases by the close of business on the same Business Day in accordance with the terms of the Master Repurchase Agreement.

For purposes of the above provisions, the following definition shall apply:

“Bids Wanted in Competition” shall mean a notice given by Buyer that the Purchased Securities for this Transaction are available for sale and that actionable bids for purchase of the full amount of any or all of the securities will be considered.

“Reference Market-makers” shall mean third party market-makers that are not affiliated with either Buyer or Seller, chosen by the Buyer in good faith and in a commercially reasonable manner.

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Lucid Prime Fund LLC represents and warrants that it is a financial participant, a financial institution, a commodity broker, a forward contract merchant, a stockbroker, or a securities clearing agency as such terms are used in Section 546(e) of the Bankruptcy Code.

Pursuant to Paragraph 4(e) of the Agreement, the parties hereby represent that the respective rights of Buyer or Seller (or both) under subparagraphs (a) and (b) of Paragraph 4 of the Agreement may be exercised only where a Margin Deficit or Margin Excess, as the case may be, exceeds $250,000.

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ANNEX II

Names and Addresses for Communications Between Parties

[REMOVED]

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