Common use of Assignment Documents Clause in Contracts

Assignment Documents. No less than two (2) business days prior to the proposed Purchase Date, Seller shall have executed and delivered to Buyer, in form and substance reasonably satisfactory to Buyer and its counsel, all applicable assignment documents assigning to Buyer the proposed Eligible Asset (and in any Hedging Transactions held by Seller with respect thereto) that shall be subject to no liens except as expressly permitted by Buyer. Each of the assignment documents shall contain such representations and warranties in writing concerning the proposed Eligible Asset and such other terms as shall be satisfactory to Buyer in its sole discretion. Re: Bailee Agreement (the “Bailee Agreement”) in connection with the pledge by [ ] (“Seller”) to JPMorgan Chase Bank, National Association (“Buyer”) Ladies and Gentlemen: In consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller, Buyer and [ ] (the “Bailee”) hereby agree as follows: (a) Seller shall deliver to the Bailee in connection with any Purchased Assets delivered to the Bailee hereunder the Custodial Delivery Certificate to which shall be attached a Purchased Asset Schedule identifying which Purchased Assets are being delivered to the Bailee hereunder. (b) On or prior to the date indicated on the Custodial Delivery Certificate delivered by Seller (the “Funding Date”), Seller shall have delivered to the Bailee, as bailee for hire, the original documents set forth on Exhibit B attached thereto (collectively, the “Purchased Asset File”) for each of the Purchased Assets (each a “Purchased Asset” and collectively, the “Purchased Assets”) listed in Exhibit A attached thereto. (c) The Bailee shall issue and deliver to Buyer and U.S. Bank National Association (the “Custodian”) on or prior to the Funding Date by facsimile (a) in the name of Buyer, an initial trust receipt and certification in the form of Attachment 2 attached hereto (the “Bailee’s Trust Receipt and Certification”) which Bailee’s Trust Receipt and Certification shall state that the Bailee has received the documents comprising the Purchased Asset File as set forth in the Custodial Delivery Certificate. (d) On the applicable Funding Date, in the event that Buyer fails to purchase from Seller the Purchased Assets identified in the related Custodial Delivery Certificate, Buyer shall deliver by facsimile to the Bailee at [ ] to the attention of [ ], an authorization (the “Facsimile Authorization”) to release the Purchased Asset Files with respect to the Purchased Assets identified therein to Seller. Upon receipt of such Facsimile Authorization, the Bailee shall release the Purchased Asset Files to Seller in accordance with Seller’s instructions.

Assignment Documents. No less than two (2) business days prior to the proposed Purchase Date, Seller shall have executed and delivered to Buyer, in form and substance reasonably satisfactory to Buyer and its counsel, all applicable assignment documents assigning to Buyer the proposed Eligible Asset (and in any Hedging Transactions held by Seller with respect thereto) that shall be subject to no liens except as expressly permitted by Buyer. Each of the assignment documents shall contain such representations and warranties in writing concerning the proposed Eligible Asset and such other terms as shall be satisfactory to Buyer in its sole discretion. __________________________ __________________________ __________________________ Re: Bailee Agreement (the “Bailee Agreement”) in connection with the pledge by by[ ] (the “Seller”) to JPMorgan Chase Bank, National Association Funding Inc. (the “Buyer”) Ladies and Gentlemen: In consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller, Buyer and [ ] (the “Bailee”) hereby agree as follows: (a) Seller shall deliver to the Bailee in connection with any Purchased Assets delivered to the Bailee hereunder an Identification Certificate in the Custodial Delivery Certificate form of Attachment 1 attached hereto to which shall be attached a Purchased Asset Schedule identifying which Purchased Assets are being delivered to the Bailee hereunder. Such Purchased Asset Schedule shall contain the following fields of information: (a) the loan identifying number; (b) the Purchased Asset obligor’s name; (c) the xxxxxx xxxxxxx, xxxx, xxxxx and zip code for the applicable real property; (d) the original balance; and (e) the current principal balance if different from the original balance. (b) On or prior to the date indicated on the Custodial Delivery Identification Certificate delivered by Seller (the “Funding Date”), Seller shall have delivered to the Bailee, as bailee for hire, the original documents set forth on Exhibit B Schedule A attached thereto hereto (collectively, the “Purchased Asset File”) for each of the Purchased Assets (each a “Purchased Asset” and collectively, the “Purchased Assets”) listed in Exhibit A to Attachment 1 attached theretohereto (the “Purchased Asset Schedule”). (c) The Bailee shall issue and deliver to Buyer and U.S. LaSalle Bank National Association (the “Custodian”) on or prior to the Funding Date by facsimile (a) in the name of Buyer, an initial trust receipt and certification in the form of Attachment 2 attached hereto (the “Bailee’s Trust Receipt and Certification”) which Bailee’s Trust Receipt and Certification shall state that the Bailee has received the documents comprising the Purchased Asset File as set forth in the Custodial Delivery CertificateIdentification Certificate (as defined in that certain Custodial Agreement dated as of November 21, 2008, among [ ], Seller, Buyer and Custodian (as defined in Article 5 below), in addition to such other documents required to be delivered to Buyer and/or Custodian pursuant to the Master Repurchase Agreement dated as of November 21, 2008, between [ ], Seller and Buyer (the “Repurchase Agreement”). (d) On the applicable Funding Date, in the event that Buyer fails to purchase from Seller the Purchased Assets identified in the related Custodial Delivery Identification Certificate, Buyer shall deliver by facsimile to the Bailee at [ ] to the attention of [ ], an authorization (the “Facsimile Authorization”) to release the Purchased Asset Files with respect to the Purchased Assets identified therein to Seller. Upon receipt of such Facsimile Authorization, the Bailee shall release the Purchased Asset Files to Seller in accordance with Seller’s instructions.

Assignment Documents. No less than two (2) business days Business Days prior to the proposed Purchase Date, Seller shall have executed and delivered to BuyerPurchaser, in form and substance reasonably satisfactory to Buyer Purchaser and its counsel, all applicable assignment documents assigning in blank with respect to Buyer the proposed Eligible Asset (and in any Hedging Transactions held by Seller with respect thereto) that shall be subject to no liens except as expressly permitted by BuyerPurchaser. Each of the assignment documents shall contain such representations and warranties in writing concerning the proposed Eligible Asset and such other terms as in each case shall be reasonably satisfactory to Buyer in its sole discretionPurchaser. Via Electronic Transmission [Name of Colony Seller Entity] [_________________] [_________________] Attention: [___________] Emails: [__________] Re: Bailee Agreement Master Repurchase Agreement, dated as of April 26, 2018 (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Bailee Repurchase Agreement”) in connection with the pledge by [ and between Barclays Bank PLC (“Purchaser”) and [Name of Colony Seller Entity] (“Seller”) to JPMorgan Chase Bank, National Association (“Buyer”) Ladies and Gentlemen: In consideration Pursuant to Article 4(a) of the mutual promises 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 and other good and valuable consideration, shall have the receipt and sufficiency of which are hereby acknowledged, Seller, Buyer and [ ] (meanings assigned thereto in the “Bailee”) hereby agree as follows:Repurchase Agreement. Purchased Asset: _____________________ (a) Seller shall deliver to the Bailee in connection with any Purchased Assets delivered to the Bailee hereunder the Custodial Delivery Certificate to which shall be attached a Purchased Asset Schedule identifying which Purchased Assets are being delivered to the Bailee hereunder. Margin Amount $___________ (b) On or prior to Repurchase Price: $___________ A Margin Deficit Event exists when the date indicated on the Custodial Delivery Certificate delivered by Seller (the “Funding Date”), Seller shall have delivered to the Bailee, as bailee for hire, the original documents set forth on Exhibit B attached thereto (collectively, the “Purchased Asset File”) for each of the Purchased Assets (each a “Purchased Asset” and collectively, the “Purchased Assets”) listed amount in Exhibit A attached thereto. (c) The Bailee shall issue and deliver to Buyer and U.S. Bank National Association (the “Custodian”) on or prior to the Funding Date by facsimile (a) above is at least $250,000 less than the amount in the name of Buyer, an initial trust receipt and certification in the form of Attachment 2 attached hereto (the “Bailee’s Trust Receipt and Certification”b) which Bailee’s Trust Receipt and Certification shall state that the Bailee has received the documents comprising the Purchased Asset File as set forth in the Custodial Delivery Certificate. (d) On the applicable Funding Date, in the event that Buyer fails above. MARGIN DEFICIT: $___________ Accrued interest from __________ to purchase from Seller the __________: $___________ The following Purchased Assets identified in the related Custodial Delivery Certificatehave Margin Excess remaining: TOTAL WIRE DUE: $___________ WHEN A MARGIN DEFICIT EVENT EXISTS, Buyer shall deliver by facsimile to the Bailee at [ ] to the attention of [ ]SELLER IS REQUIRED TO CURE THE MARGIN DEFICIT SPECIFIED ABOVE IN ACCORDANCE WITH THE REPURCHASE AGREEMENT AND WITHIN THE TIME PERIOD SPECIFIED IN ARTICLE 4(b) THEREOF. By: Name: Title: Barclays Bank PLC 700 0xx Xxxxxx Xxx Xxxx, an authorization (the “Facsimile Authorization”) to release the Purchased Asset Files with respect to the Purchased Assets identified therein to Seller. Upon receipt of such Facsimile Authorization, the Bailee shall release the Purchased Asset Files to Seller in accordance with Seller’s instructions.Xxx Xxxx 00000

Assignment Documents. No less than two (2) business days Business Days prior to the proposed Purchase Date, Seller shall have executed and delivered to BuyerPurchaser, in form and substance reasonably satisfactory to Buyer Purchaser and its counsel, all applicable assignment documents assigning to Buyer in blank the proposed Eligible Asset (and in any Hedging Transactions held by Seller with respect thereto) that shall be subject to no liens Liens except as expressly permitted by BuyerPurchaser. Each of the assignment documents shall contain such representations and warranties in writing concerning the proposed Eligible Asset and such other terms as shall be satisfactory to Buyer Purchaser in its sole and absolute discretion. Via Electronic Transmission BSPRT BB Float, LLC BSPRT BB Fixed, LLC c/o Benefit Street Partners Realty Trust, Inc. 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Xxxxx Xxxxxxx, Esq. Email: x.xxxxxxx@xxxxxxxxxxxxxxxxxxxxx.xxx Re: Master Repurchase Agreement, dated as of March 15, 2019 (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Master Repurchase Agreement”) by and among Barclays Bank PLC (“Purchaser”), BSPRT BB Float, LLC (“Floating Rate Seller”) and BSPRT BB Fixed, LLC (“Fixed Rate Seller” and, together with Floating Rate Seller, “Sellers”) Ladies and Gentlemen: Pursuant to Article 4(a) of the Master Repurchase Agreement, Purchaser hereby notifies Sellers that a Margin Deficit Event has occurred as set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Master Repurchase Agreement. Purchased Asset: _____________________ (a) Margin Amount of Purchased Asset: $___________ (b) Repurchase Price of Purchased Asset: $___________ (c) Margin Deficit ((b) minus (a)): $___________ A Margin Deficit Event exists with respect to the Purchased Asset identified above when the amount in (c) above is at least $250,000. MARGIN DEFICIT: $___________ Accrued interest from __________ to __________: $___________ TOTAL WIRE DUE: $___________ By: Name: Title: Barclays Bank PLC 000 0xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxx X. Xxxxxxx, Xx. Re: Master Repurchase Agreement, dated as of March 15, 2019 (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Master Repurchase Agreement”) by and among Barclays Bank PLC (“Purchaser”), BSPRT BB Float, LLC and BSPRT BB Fixed, LLC Ladies and Gentlemen: With respect to the Purchased Assets described in the attached Schedule A (the “Purchased Assets”) (a) we hereby certify to you that the Purchased Assets are not subject to a lien of any third party, and (b) we hereby release to you all rights, interests or claims of any kind other than any rights, interests or claims under the Master Repurchase Agreement with respect to such Purchased Assets, such release to be effective automatically without further action by any party upon payment by Purchaser of the amount of the Purchase Price contemplated under the Master Repurchase Agreement (calculated in accordance with the terms thereof) in accordance with the wiring instructions set forth in the Master Repurchase Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Master Repurchase Agreement. Very truly yours, By: Name: Title: Barclays Bank PLC 000 0xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxx X. Xxxxxxx, Xx. Re: Master Repurchase Agreement, dated as of March 15, 2019 (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Master Repurchase Agreement”) by and among Barclays Bank PLC (“Purchaser”), BSPRT BB Float, LLC and BSPRT BB Fixed, LLC Ladies and Gentlemen: This Covenant Compliance Certificate is furnished pursuant to that Master Repurchase Agreement and the Guaranty dated as of March 15, 2019 (the “Guaranty”) made by Benefit Street Partners Realty Operating Partnership, L.P. (“Guarantor”) in favor of Purchaser. Capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Master Repurchase Agreement. THE UNDERSIGNED HEREBY CERTIFIES THAT: (i) I am a duly elected, qualified and authorized officer of Guarantor. (ii) To the best of my knowledge, all of the financial statements, calculations and other information set forth in this Covenant Compliance Certificate, including, without limitation, in any exhibit or other attachment hereto, are true, complete and correct in all material respects as of the date hereof. (iii) I have reviewed the terms of the Master Repurchase Agreement, the Guaranty and the other Transaction Documents and I have made, or have caused to be made under my supervision, a reasonably detailed review of the transactions and financial condition of the Seller Parties during the accounting period covered by the financial statements attached (or most recently delivered to Purchaser if none are attached). (iv) I am not aware of any facts or circumstances that an institutional asset manager would reasonably expect to cause, or an institutional asset manager would reasonably determine to have caused, a Credit Event or Future Advance Failure with respect to any Purchased Asset or the Market Value of any Purchased Asset to decline at any time within the reasonably foreseeable future. (v) As of the date hereof, and since the delivery of the immediately preceding Covenant Compliance Certificate, to the best of my knowledge, each Seller Party has observed or performed in all material respects all of its covenants and other agreements, and satisfied in all material respects every condition, contained in the Master Repurchase Agreement, the Guaranty and the other Transaction Documents to be observed, performed or satisfied by it. (vi) The examinations described in paragraph (iii) above did not disclose, and I have no knowledge of, the existence of any condition or event which constitutes a Default or an Event of Default during or at the end of the accounting period covered by the attached financial statements, or as of the date of this Covenant Compliance Certificate (including immediately after giving effect to any pending Transactions requested to be entered into), except as set forth below. (vii) As of the date hereof, to the best of my knowledge, each of the representations and warranties made by each Seller Party in any Transaction Document is true, correct and complete in all material respects with the same force and effect as if made on and as of the date hereof (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date), other than as set forth in any Requested Exceptions Report approved by Purchaser in accordance with the Master Repurchase Agreement. (viii) Each Seller Party hereby represents and warrants that (i) it is in compliance in all material respects with all of the terms and conditions of the Transaction Documents to which it is a party and (ii) it has no claim or offset against Purchaser under the Transaction Documents. (ix) Attached hereto are the financial statements required to be delivered pursuant to Article 12(b) of the Master Repurchase Agreement, which financial statements, to the best of my knowledge after due inquiry, fairly and accurately present in all material respects, the financial condition and results of operations of Guarantor as of the date or with respect to the period therein specified, determined in accordance with the requirements set forth in Article 12(b) of the Master Repurchase Agreement. (x) Attached hereto are the calculations demonstrating compliance with the financial covenants set forth in Article V(k) of the Guaranty. Described below are the exceptions, if any, to any of the foregoing, listing, in detail, the nature of the condition or event, the period during which it has existed and the action which the applicable Seller Party has taken, is taking, or proposes to take with respect to each such condition or event: The foregoing certifications, together with the financial statements, updates, reports, materials, calculations and other information set forth in any exhibit or other attachment hereto, or otherwise covered by this Covenant Compliance Certificate, are made and delivered as of the date first above written. By: Name: Title: [BSPRT BB FLOAT, LLC][BSPRT BB FIXED, LLC] c/o Benefit Street Partners Realty Trust, Inc. Barclays Bank PLC 000 0xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxx X. Xxxxxxx, Xx. Email: xxxxxxx.xxxxxxx@xxxxxxxxxxxxxxx.xxx Ropes & Xxxx LLP 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000-0000 Attn: Xxxxx X. Xxxxx, Esq. Email: Xxxxx.Xxxxx@xxxxxxxxx.xxx Re: Bailee Agreement (the “Bailee Agreement”) in connection with the pledge sale of [Name of Purchased Asset(s)] by [ [BSPRT BB Float, LLC][BSPRT BB Fixed, LLC] (“Seller”) to JPMorgan Chase Bank, National Association Barclays Bank PLC (“BuyerPurchaser”) Ladies and Gentlemen: Reference is made to that certain Master Repurchase Agreement dated as of March 15, 2019, by and among Purchaser, [BSPRT BB Float, LLC][Seller] and [BSPRT BB Fixed, LLC][Seller] (as the same may be amended, modified or supplemented from time to time, the “Repurchase Agreement”). In consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller, Buyer Purchaser and [ ] Ropes & Xxxx LLP (the “Bailee”) hereby agree as follows: (a) 1. Seller shall deliver to the Bailee and Bailee shall hold, in connection with any the Purchased Assets Asset[s] delivered to the Bailee hereunder (for Bailee’s delivery to the Custodian), the custodial delivery certificate (the “Custodial Delivery Certificate to which shall be Certificate”) attached a hereto as Attachment 1, in connection with the Purchased Asset Schedule identifying which Purchased Assets are being delivered to the Bailee hereunderAsset[s] identified thereon. (b) 2. On or prior to the date indicated on the Custodial Delivery Certificate delivered by Seller (the “Funding Date”), Seller shall have delivered to the Bailee, as bailee for hire, the original documents set forth on Exhibit B attached thereto to the Custodial Delivery Certificate (collectively, the “Purchased Asset FileFile[s]”) for each of the Purchased Assets Eligible Asset[s] (each a “Purchased Asset” and collectively, the “Purchased AssetsAsset[s]”) listed in Exhibit A attached theretoto the Custodial Delivery Certificate. (c) The 3. Bailee shall issue and deliver to Buyer Purchaser and U.S. Bank National Association the Custodian (the “Custodian”as defined in Section 5 below) on or prior to the Funding Date by facsimile (a) electronic mail in the name of BuyerPurchaser, an initial trust receipt and certification in the form of Attachment 2 attached hereto (the “Bailee’s Trust Receipt”), which Trust Receipt and Certification”) which Bailee’s Trust Receipt and Certification shall state that the Bailee has received the documents comprising the Purchased Asset File File[s] as set forth in the Custodial Delivery Certificate. (d) 4. On the applicable Funding Date, in the event that Buyer Purchaser fails to purchase any Eligible Asset from Seller the Purchased Assets that is identified in the related Custodial Delivery CertificateCertificate (as confirmed by Purchaser in writing (which may include electronic mail)), Buyer shall deliver by facsimile to the Bailee at [ ] to the attention of [ ], an authorization (the “Facsimile Authorization”) to release the Purchased Asset Files with respect to the Purchased Assets identified therein to Seller. Upon receipt of such Facsimile Authorization, the Bailee shall release the Purchased Asset Files File[s] to Seller in accordance with Seller’s instructions. 5. Following the Funding Date and the funding of the Purchase Price for the applicable Purchased Asset[s], Bailee shall forward the Purchased Asset File[s] to Xxxxx Fargo Bank, National Association (the “Custodian”), at 0000 00xx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000, Attention: CMBS-[ ], by insured overnight courier for receipt by the Custodian no later than 1:00 p.m. on the third (3rd) Business Day following the applicable Funding Date (the “Delivery Date”). 6. From and after the applicable Funding Date until the time of receipt of Purchaser’s written confirmation as described in Section 4 hereof or the applicable Delivery Date, as applicable, Bailee (a) shall maintain continuous custody and control of the related Purchased Asset File[s] as bailee for Purchaser (excluding any period when the same [is/are] under the delivery process described in Section 5 hereof) and (b) shall hold the related Purchased Asset File[s] as sole and exclusive bailee for Purchaser unless and until otherwise instructed in writing by Purchaser. 7. In the event that Bailee fails to deliver to Purchaser a Promissory Note or other material portion of a Purchased Asset File[s] that was in its possession to the Custodian within five (5) Business Days following the applicable Funding Date and the funding of the Purchase Price for the applicable Purchased Asset[s], the same shall constitute a “Bailee Delivery Failure” under this Bailee Agreement. 8. Seller agrees to indemnify and hold Bailee and its partners, directors, officers and employees harmless against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable attorneys’ fees and costs, that may be imposed on, incurred by, or asserted against it or them in any way relating to or arising out of this Bailee Agreement or any action taken or not taken by it or them hereunder unless such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements (other than special, indirect, punitive or consequential damages, which shall in no event be paid by Bailee) were imposed on, incurred by or asserted against Bailee because of the breach by Bailee of its obligations hereunder, which breach was caused by gross negligence or willful misconduct on the part of Bailee or any of its partners, directors, officers, agents or employees. The foregoing indemnification shall survive any resignation or removal of Bailee or the termination or assignment of this Bailee Agreement. 9. Bailee agrees to indemnify and hold Purchaser and its owners, officers, directors, employees, affiliates and designees, harmless against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (other than special, indirect, punitive or consequential damages, which shall in no event be paid by the Bailee), including reasonable attorneys’ fees and costs of outside counsel, that may be imposed on, incurred by, or asserted against it or them in any way relating to or arising out of a Bailee Delivery Failure that was caused by the gross negligence or willful misconduct on the part of Bailee or any of its partners, directors, officers or employees. The foregoing indemnification shall survive any termination or assignment of this Bailee Agreement. 10. Seller hereby represents, warrants and covenants that Bailee is not an affiliate of or otherwise controlled by Seller. Notwithstanding the foregoing, the parties hereby acknowledge that Bailee hereunder may act as counsel to Seller in connection with a proposed Transaction and may represent Seller in connection with any dispute related to this Bailee Agreement or the Transaction Documents. 11. This Bailee Agreement may not be modified, amended or altered, except by written instrument, executed by all of the parties hereto. 12. This Bailee Agreement may not be assigned by Seller or Bailee without the prior written consent of Purchaser. 13. For the purpose of facilitating the execution of this Bailee Agreement as herein provided and for other purposes, this Bailee Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such counterparts shall constitute and be one and the same instrument. Electronically transmitted signature pages shall be binding to the same extent. 14. This Bailee Agreement shall be construed in accordance with the laws of the State of New York, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws. 15. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Repurchase Agreement.

Assignment Documents. No less than two (2) business days prior to the proposed Purchase Date, Seller shall have executed and delivered to Buyer, in form and substance reasonably satisfactory to Buyer and its counsel, all applicable assignment documents assigning to Buyer the proposed Eligible Asset (and in any Hedging Transactions held by Seller with respect thereto) that shall be subject to no liens except as expressly permitted by Buyer. Each of the assignment documents shall contain such representations and warranties in writing concerning the proposed Eligible Asset and such other terms as shall be satisfactory to Buyer in its sole discretion, and shall include blacklined copies of each document, showing all changes made to the forms of assignment documents that have been approved in advance by Buyer. Re: Bailee Agreement (the “Bailee Agreement”) in connection with the pledge by [ ] (CMC Loan Funding A, LLC ( “Seller”) to JPMorgan Chase Bank, National Association (“Buyer”) Ladies and Gentlemen: In consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller, Buyer and [ ] (the “Bailee”) hereby agree as follows: (a) Seller shall deliver to the Bailee in connection with any Purchased Assets delivered to the Bailee hereunder an Identification Certificate in the Custodial Delivery Certificate form of Attachment 1 attached hereto to which shall be attached a Purchased Asset Schedule identifying which Purchased Assets are being delivered to the Bailee hereunder. Such Purchased Asset Schedule shall contain the following fields of information: (a) the loan identifying number; (b) the Purchased Asset obligor’s name; (c) the xxxxxx xxxxxxx, xxxx, xxxxx and zip code for the applicable real property; (d) the original balance; and (e) the current principal balance if different from the original balance. (b) On or prior to the date indicated on the Custodial Delivery Identification Certificate delivered by Seller (the “Funding Date”), Seller shall have delivered to the Bailee, as bailee for hire, the original documents set forth on Exhibit B Schedule A attached thereto hereto (collectively, the “Purchased Asset File”) for each of the Purchased Assets (each a “Purchased Asset” and collectively, the “Purchased Assets”) listed in Exhibit A to Attachment 1 attached theretohereto (the “Purchased Asset Schedule”). (c) The Bailee shall issue and deliver to Buyer and U.S. Bank Xxxxx Fargo Bank, National Association (the “Custodian”) on or prior to the Funding Date by facsimile (a) in the name of Buyer, an initial trust receipt and certification in the form of Attachment 2 attached hereto (the “Bailee’s Trust Receipt and Certification”) which Bailee’s Trust Receipt and Certification shall state that the Bailee has received the documents comprising the Purchased Asset File as set forth in the Custodial Delivery CertificateIdentification Certificate (as defined in that certain Custodial Agreement, dated as of February 5, 2014, among Seller, Buyer and Custodian, in addition to such other documents required to be delivered to Buyer and/or Custodian pursuant to the Master Repurchase Agreement, dated as of February 5, 2014, between Seller and Buyer (the “Repurchase Agreement”). (d) On the applicable Funding Date, in the event that Buyer fails to purchase from Seller the Purchased Assets identified in the related Custodial Delivery Identification Certificate, Buyer shall deliver by facsimile to the Bailee at [ ] to the attention of [ ], an authorization (the “Facsimile Authorization”) to release the Purchased Asset Files with respect to the Purchased Assets identified therein to Seller. Upon receipt of such Facsimile Authorization, the Bailee shall release the Purchased Asset Files to Seller in accordance with Seller’s instructions.

Assignment Documents. No less than two (2) business days prior to the proposed Purchase Date, Seller shall have executed and delivered to Buyer, in form and substance reasonably satisfactory to Buyer and its counsel, all applicable assignment documents assigning to Buyer the proposed Eligible Asset (and in any Hedging Transactions held by Seller with respect thereto) that shall be subject to no liens except as expressly permitted by Buyer. Each of the assignment documents shall contain such representations and warranties in writing concerning the proposed Eligible Asset and such other terms as shall be satisfactory to Buyer in its sole discretion. EXHIBIT IX ____________________ ____________________ ____________________ Re: Bailee Agreement (the “Bailee Agreement”) in connection with the pledge by [ ] CT Legacy JPM SPV, LLC (“Seller”) to JPMorgan Chase Bank, National Association Funding Inc. (“Buyer”) Ladies and Gentlemen: In consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller, Buyer and [ ] (the “Bailee”) hereby agree as follows: (a) Seller shall deliver to the Bailee in connection with any Purchased Assets delivered to the Bailee hereunder an Identification Certificate in the Custodial Delivery Certificate form of Attachment 1 attached hereto to which shall be attached a Purchased Asset Schedule identifying which Purchased Assets are being delivered to the Bailee hereunder. Such Purchased Asset Schedule shall contain the following fields of information: (a) the loan identifying number; (b) the Purchased Asset obligor’s name; (c) the sxxxxx xxxxxxx, xxxx, xxxxx and zip code for the applicable real property; (d) the original balance; and (e) the current principal balance if different from the original balance. (b) On or prior to the date indicated on the Custodial Delivery Identification Certificate delivered by Seller (the “Funding Date”), Seller shall have delivered to the Bailee, as bailee for hire, the original documents set forth on Exhibit B Schedule A attached thereto hereto (collectively, the “Purchased Asset File”) for each of the Purchased Assets (each a “Purchased Asset” and collectively, the “Purchased Assets”) listed in Exhibit A to Attachment 1 attached theretohereto (the “Purchased Asset Schedule”). (c) The Bailee shall issue and deliver to Buyer and U.S. Bank National Association of America, N.A. (the “Custodian”) on or prior to the Funding Date by facsimile (a) in the name of Buyer, an initial trust receipt and certification in the form of Attachment 2 attached hereto (the “Bailee’s Trust Receipt and Certification”) which Bailee’s Trust Receipt and Certification shall state that the Bailee has received the documents comprising the Purchased Asset File as set forth in the Custodial Delivery CertificateIdentification Certificate (as defined in that certain Amended and Restated Custodial Agreement, dated as of March 31, 2011, among Seller, Buyer and Custodian, in addition to such other documents required to be delivered to Buyer and/or Custodian pursuant to the Amended and Restated Master Repurchase Agreement, dated as of March 31, 2011, between Seller and Buyer (the “Repurchase Agreement”). (d) On the applicable Funding Date, in the event that Buyer fails to purchase from Seller the Purchased Assets identified in the related Custodial Delivery Identification Certificate, Buyer shall deliver by facsimile to the Bailee at [ ] to the attention of [ ], an authorization (the “Facsimile Authorization”) to release the Purchased Asset Files with respect to the Purchased Assets identified therein to Seller. Upon receipt of such Facsimile Authorization, the Bailee shall release the Purchased Asset Files to Seller in accordance with Seller’s instructions.

Assignment Documents. No less than two (2) business days prior to the proposed Purchase Date, Seller shall have executed and delivered to Buyer, in form and substance reasonably satisfactory to Buyer and its counsel, all applicable assignment documents assigning to Buyer the proposed Eligible Asset (and in any Hedging Transactions held by Seller with respect thereto) that shall be subject to no liens except as expressly permitted by Buyer. Each of the assignment documents shall contain such representations and warranties in writing concerning the proposed Eligible Asset and such other terms as shall be satisfactory to Buyer in its sole discretion. _________________________ _________________________ _________________________ Re: Bailee Agreement (the “Bailee Agreement”) in connection with the pledge by by[ ] (the “Seller”) to JPMorgan Chase Bank, National Association N.A. (the “Buyer”) Ladies and Gentlemen: In consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller, Buyer and [ ] (the “Bailee”) hereby agree as follows: (a) Seller shall deliver to the Bailee in connection with any Purchased Assets delivered to the Bailee hereunder an Identification Certificate in the Custodial Delivery Certificate form of Attachment 1 attached hereto to which shall be attached a Purchased Asset Schedule identifying which Purchased Assets are being delivered to the Bailee hereunder. Such Purchased Asset Schedule shall contain the following fields of information: (a) the loan identifying number; (b) the Purchased Asset obligor’s name; (c) the xxxxxx xxxxxxx, xxxx, xxxxx and zip code for the applicable real property; (d) the original balance; and (e) the current principal balance if different from the original balance. (b) On or prior to the date indicated on the Custodial Delivery Identification Certificate delivered by Seller (the “Funding Date”), Seller shall have delivered to the Bailee, as bailee for hire, the original documents set forth on Exhibit B Schedule A attached thereto hereto (collectively, the “Purchased Asset File”) for each of the Purchased Assets (each a “Purchased Asset” and collectively, the “Purchased Assets”) listed in Exhibit A to Attachment 1 attached theretohereto (the “Purchased Asset Schedule”). (c) The Bailee shall issue and deliver to Buyer and U.S. LaSalle Bank National Association (the “Custodian”) on or prior to the Funding Date by facsimile (a) in the name of Buyer, an initial trust receipt and certification in the form of Attachment 2 attached hereto (the “Bailee’s Trust Receipt and Certification”) which Bailee’s Trust Receipt and Certification shall state that the Bailee has received the documents comprising the Purchased Asset File as set forth in the Custodial Delivery CertificateIdentification Certificate (as defined in that certain Custodial Agreement dated as of October 24, 2008, among [ ], Seller, Buyer and Custodian (as defined in Article 5 below), in addition to such other documents required to be delivered to Buyer and/or Custodian pursuant to the Master Repurchase Agreement dated as of October 24, 2008, between [ ], Seller and Buyer (the “Repurchase Agreement”). (d) On the applicable Funding Date, in the event that Buyer fails to purchase from Seller the Purchased Assets identified in the related Custodial Delivery Identification Certificate, Buyer shall deliver by facsimile to the Bailee at [ ] to the attention of [ ], an authorization (the “Facsimile Authorization”) to release the Purchased Asset Files with respect to the Purchased Assets identified therein to Seller. Upon receipt of such Facsimile Authorization, the Bailee shall release the Purchased Asset Files to Seller in accordance with Seller’s instructions.

Assignment Documents. No less than two (2) business days prior to the proposed Purchase Date, Seller shall have executed and delivered to Buyer, in form and substance reasonably satisfactory to Buyer and its counsel, all applicable assignment documents assigning to Buyer the proposed Eligible Asset (and in any Hedging Transactions held by Seller with respect thereto) that shall be subject to no liens except as expressly permitted by Buyer. Each of the assignment documents shall contain such representations and warranties in writing concerning the proposed Eligible Asset and such other terms as shall be satisfactory to Buyer in its sole discretion. ____________________ ____________________ ____________________ Re: Bailee Agreement (the “Bailee Agreement”) in connection with the pledge by [ [Insert Name of Applicable Seller] (“Seller”) to JPMorgan Chase Bank, National Association Mxxxxx Sxxxxxx Asset Funding Inc. (“Buyer”) Ladies and Gentlemen: In consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller, Buyer and [ ] (the “Bailee”) hereby agree as follows: (a) Seller shall deliver to the Bailee in connection with any Purchased Assets delivered to the Bailee hereunder an Identification Certificate in the Custodial Delivery Certificate form of Attachment 1 attached hereto to which shall be attached a Purchased Asset Schedule identifying which Purchased Assets are being delivered to the Bailee hereunder. Such Purchased Asset Schedule shall contain the following fields of information: (a) the loan identifying number; (b) the Purchased Asset obligor’s name; (c) the sxxxxx xxxxxxx, xxxx, xxxxx and zip code for the applicable real property; (d) the original balance; and (e) the current principal balance if different from the original balance. (b) On or prior to the date indicated on the Custodial Delivery Identification Certificate delivered by Seller (the “Funding Date”), Seller shall have delivered to the Bailee, as bailee for hire, the original documents set forth on Exhibit B Schedule A attached thereto hereto (collectively, the “Purchased Asset File”) for each of the Purchased Assets (each a “Purchased Asset” and collectively, the “Purchased Assets”) listed in Exhibit A to Attachment 1 attached theretohereto (the “Purchased Asset Schedule”). (c) The Bailee shall issue and deliver to Buyer and U.S. Deutsche Bank National Association Trust Company (the “Custodian”) on or prior to the Funding Date by facsimile (a) in the name of Buyer, an initial trust receipt and certification in the form of Attachment 2 attached hereto (the “Bailee’s Trust Receipt and Certification”) which Bailee’s Trust Receipt and Certification shall state that the Bailee has received the documents comprising the Purchased Asset File as set forth in the Custodial Delivery CertificateIdentification Certificate (as defined in that certain Amended and Restated Custodial Agreement, dated as of March 31, 2011, among Seller, Buyer and Custodian, in addition to such other documents required to be delivered to Buyer and/or Custodian pursuant to the Amended and Restated Master Repurchase Agreement, dated as of March 31, 2011, between Seller and Buyer (the “Repurchase Agreement”). (d) On the applicable Funding Date, in the event that Buyer fails to purchase from Seller the Purchased Assets identified in the related Custodial Delivery Identification Certificate, Buyer shall deliver by facsimile to the Bailee at [ ] to the attention of [ ], an authorization (the “Facsimile Authorization”) to release the Purchased Asset Files with respect to the Purchased Assets identified therein to Seller. Upon receipt of such Facsimile Authorization, the Bailee shall release the Purchased Asset Files to Seller in accordance with Seller’s instructions.

Assignment Documents. No less than two (2) business days prior to the proposed Purchase Date, Seller shall have executed and delivered to Buyer, in form and substance reasonably satisfactory to Buyer and its counsel, all applicable assignment documents assigning to Buyer the proposed Eligible Asset (and in any Hedging Transactions held by Seller with respect thereto) that shall be subject to no liens except as expressly permitted by Buyer. Each of the assignment documents shall contain such representations and warranties in writing concerning the proposed Eligible Asset and such other terms as shall be satisfactory to Buyer in its sole discretion. EXHIBIT IX ____________________ ____________________ ____________________ Re: Bailee Agreement (the “Bailee Agreement”) in connection with the pledge by [ ] CT Legacy Citi SPV, LLC (“Seller”) to JPMorgan Chase BankCITIGROUP FINANCIAL PRODUCTS INC. and CITIGROUP GLOBAL MARKETS INC. (collectively, National Association (“Buyer”) Ladies and Gentlemen: In consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller, Buyer and [ ] Paul, Hastings, Xxxxxxxx & Xxxxxx LLP (the “Bailee”) hereby agree as follows: (a) Seller shall deliver to the Bailee in connection with any Purchased Assets delivered to the Bailee hereunder an Identification Certificate in the Custodial Delivery Certificate form of Attachment 1 attached hereto to which shall be attached a Purchased Asset Schedule identifying which Purchased Assets are being delivered to the Bailee hereunder. Such Purchased Asset Schedule shall contain the following fields of information: (a) the loan identifying number; (b) the Purchased Asset obligor’s name; (c) the xxxxxx xxxxxxx, xxxx, xxxxx and zip code for the applicable real property; (d) the original balance; and (e) the current principal balance if different from the original balance. (b) On or prior to the date indicated on the Custodial Delivery Identification Certificate delivered by Seller (the “Funding Date”), Seller shall have delivered to the Bailee, as bailee for hire, the original documents set forth on Exhibit B Schedule A attached thereto hereto (collectively, the “Purchased Asset File”) for each of the Purchased Assets (each a “Purchased Asset” and collectively, the “Purchased Assets”) listed in Exhibit A to Attachment 1 attached theretohereto (the “Purchased Asset Schedule”). (c) The Bailee shall issue and deliver to Buyer and U.S. Deutsche Bank National Association Trust Company Americas (the “Custodian”) on or prior to the Funding Date by facsimile (a) in the name of Buyer, an initial trust receipt and certification in the form of Attachment 2 attached hereto (the “Bailee’s Trust Receipt and Certification”) which Bailee’s Trust Receipt and Certification shall state that the Bailee has received the documents comprising the Purchased Asset File as set forth in the Custodial Delivery CertificateIdentification Certificate (as defined in that certain Amended and Restated Custodial Agreement, dated as of March 31, 2011, among Seller, Buyer and Custodian, in addition to such other documents required to be delivered to Buyer and/or Custodian pursuant to the Amended and Restated Master Repurchase Agreement, dated as of March 31, 2011, between Seller and Buyer (the “Repurchase Agreement”). (d) On the applicable Funding Date, in the event that Buyer fails to purchase from Seller the Purchased Assets identified in the related Custodial Delivery Identification Certificate, Buyer shall deliver by facsimile to the Bailee at [ ] (000) 000-0000 to the attention of [ ]Xxxxxxx Xxxxxxx, Esq., an authorization (the “Facsimile Authorization”) to release the Purchased Asset Files with respect to the Purchased Assets identified therein to Seller. Upon receipt of such Facsimile Authorization, the Bailee shall release the Purchased Asset Files to Seller in accordance with Seller’s instructions.

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

Assignment Documents. No less than two (2) business days prior to the proposed Purchase Date, Seller shall have executed and delivered to Buyer, in form and substance reasonably satisfactory to Buyer and its counsel, all applicable assignment documents assigning to Buyer the proposed Eligible Asset (and in any Hedging Transactions held by Seller with respect thereto) that shall be subject to no liens except as expressly permitted by Buyer. Each of the assignment documents shall contain such representations and warranties in writing concerning the proposed Eligible Asset and such other terms as shall be satisfactory to Buyer in its sole discretion. EXHIBIT IX ____________________ ____________________ ____________________ Re: Bailee Agreement (the “Bailee Agreement”) in connection with the pledge by [ ] CT Legacy JPM SPV, LLC (“Seller”) to JPMorgan Chase Bank, National Association N.A. (“Buyer”) Ladies and Gentlemen: In consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller, Buyer and [ ] (the “Bailee”) hereby agree as follows: (a) Seller shall deliver to the Bailee in connection with any Purchased Assets delivered to the Bailee hereunder an Identification Certificate in the Custodial Delivery Certificate form of Attachment 1 attached hereto to which shall be attached a Purchased Asset Schedule identifying which Purchased Assets are being delivered to the Bailee hereunder. Such Purchased Asset Schedule shall contain the following fields of information: (a) the loan identifying number; (b) the Purchased Asset obligor’s name; (c) the sxxxxx xxxxxxx, xxxx, xxxxx and zip code for the applicable real property; (d) the original balance; and (e) the current principal balance if different from the original balance. (b) On or prior to the date indicated on the Custodial Delivery Identification Certificate delivered by Seller (the “Funding Date”), Seller shall have delivered to the Bailee, as bailee for hire, the original documents set forth on Exhibit B Schedule A attached thereto hereto (collectively, the “Purchased Asset File”) for each of the Purchased Assets (each a “Purchased Asset” and collectively, the “Purchased Assets”) listed in Exhibit A to Attachment 1 attached theretohereto (the “Purchased Asset Schedule”). (c) The Bailee shall issue and deliver to Buyer and U.S. Bank National Association of America, N.A. (the “Custodian”) on or prior to the Funding Date by facsimile (a) in the name of Buyer, an initial trust receipt and certification in the form of Attachment 2 attached hereto (the “Bailee’s Trust Receipt and Certification”) which Bailee’s Trust Receipt and Certification shall state that the Bailee has received the documents comprising the Purchased Asset File as set forth in the Custodial Delivery CertificateIdentification Certificate (as defined in that certain Amended and Restated Custodial Agreement, dated as of March 31, 2011, among Seller, Buyer and Custodian, in addition to such other documents required to be delivered to Buyer and/or Custodian pursuant to the Amended and Restated Master Repurchase Agreement, dated as of March 31, 2011, between Seller and Buyer (the “Repurchase Agreement”). (d) On the applicable Funding Date, in the event that Buyer fails to purchase from Seller the Purchased Assets identified in the related Custodial Delivery Identification Certificate, Buyer shall deliver by facsimile to the Bailee at [ ] to the attention of [ ], an authorization (the “Facsimile Authorization”) to release the Purchased Asset Files with respect to the Purchased Assets identified therein to Seller. Upon receipt of such Facsimile Authorization, the Bailee shall release the Purchased Asset Files to Seller in accordance with Seller’s instructions.

Assignment Documents. No less than two (2) business days prior to the proposed Purchase Date, Seller shall have executed and delivered to Buyer, in form and substance reasonably satisfactory to Buyer and its counsel, all applicable assignment documents assigning executed in blank with respect to Buyer the proposed Eligible Asset (and in any Hedging Transactions held by Seller with respect thereto) that shall be subject to no liens except as expressly permitted by Buyer. Each of the assignment documents shall contain such representations and warranties in writing concerning the proposed Eligible Asset and such other terms as shall be satisfactory to Buyer in its sole discretion, and shall include blacklined copies of each document, showing all changes made to the forms of assignment documents that have been approved in advance by Buyer. TPG RE FINANCE 2, LTD. [ ] [ ] [ ] Attention: [ ] Re: Bailee Agreement Master Repurchase and Securities Contract Agreement, dated as of August 19, 2015 (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Bailee Master Repurchase and Securities Contract Agreement”; capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Master Repurchase and Securities Contract Agreement) in connection with the pledge by [ ] (“Seller”) to JPMorgan Chase Bankand between XXXXXXX XXXXX BANK USA, National Association a New York state-chartered bank (“Buyer”) Ladies and Gentlemen: In consideration TPG RE FINANCE 2, LTD., a Cayman Islands exempted company (“Seller”). Pursuant to [Article 4(a)/Article 4(b)]8 of the mutual promises set forth herein Master Repurchase and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, SellerSecurities Contract Agreement, Buyer and hereby notifies Seller of the existence of a Margin Deficit as of the date hereof as follows: [FOR LTV Purchased Assets:] Outstanding Purchase Price for certain Purchased Asset: $ Buyer’s LTV Margin Percentage for certain Purchased Asset: % Market Value for certain Purchased Asset: $ MARGIN DEFICIT: $ Accrued Interest from [ ] to [ ]: $ TOTAL WIRE DUE: $ [For Debt Yield Purchased Assets:] Debt Yield for certain Purchased Asset: % Debt Yield Margin Percentage for certain Purchased Asset: % MARGIN DEFICIT: $ Accrued Interest from [ ] to [ ]: $ TOTAL WIRE DUE: $ 8 Based on whether a Purchased Asset is a Debt Yield Purchased Asset or an LTV Purchased Asset SELLER IS REQUIRED TO CURE THE MARGIN DEFICIT SPECIFIED ABOVE IN ACCORDANCE WITH THE MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT AND WITHIN THE TIME PERIOD SPECIFIED [ARTICLE 4(a)/ARTICLE 4(b)]9 THEREOF. 9 Based on whether a Purchased Asset is a Debt Yield Purchased Asset or an LTV Purchased Asset XXXXXXX SACHS BANK USA, a New York state-chartered bank By: Name: Title: Reference is hereby made to Article 13(k) of the Master Repurchase and Securities Contract Agreement, dated as of August 19, 2015 (the “BaileeMaster Repurchase and Securities Contract Agreement”), by and between Xxxxxxx Xxxxx Bank USA, a New York state-chartered bank, as Buyer, and TPG RE Finance 2, Ltd., a Cayman Islands exempted company, as Seller. Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to such terms in the Master Repurchase and Securities Contract Agreement. The undersigned hereby certifies that (i) hereby agree as follows: it is the sole record and beneficial owner of the ownership interest in the Transaction(s) in respect of which it is providing this certificate, (aii) Seller shall deliver it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the applicable Seller(s) within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Bailee applicable Seller(s) as described in connection Section 881(c)(3)(C) of the Code. The undersigned has furnished the applicable Seller(s) with any Purchased Assets delivered a correct, complete, and accurate executed IRS Form W-8BEN or W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the applicable Seller(s), and (2) the undersigned shall have at all times furnished the applicable Seller(s) with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the Bailee hereunder undersigned, or in either of the Custodial Delivery Certificate two calendar years preceding such payments. [NAME OF ASSIGNEE] By: Name: Title: Date: , 201[ ] Reference is hereby made to which shall be attached a Purchased Asset Schedule identifying which Purchased Assets are being delivered to Article 13(k) of the Bailee hereunder. (b) On or prior to the date indicated on the Custodial Delivery Certificate delivered by Seller Master Repurchase and Securities Contract Agreement, dated as of August 19, 2015 (the “Funding DateMaster Repurchase and Securities Contract Agreement”), Seller by and between Xxxxxxx Sachs Bank USA, a New York state-chartered bank, as Buyer, and TPG RE Finance 2, Ltd., a Cayman Islands exempted company, as Seller. Capitalized terms used and not otherwise defined herein shall have delivered the respective meanings assigned to such terms in the Master Repurchase and Securities Contract Agreement. The undersigned hereby certifies that (i) it is the sole record and beneficial owner of the ownership interest in the Transaction(s) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the applicable Seller(s) within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Baileeapplicable Seller(s) as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the applicable Buyer or Assignee with a correct, as bailee for hirecomplete, and accurate executed IRS Form W-8BEN or W-8BEN-E. By executing this certificate, the original documents set forth undersigned agrees that (1) if the information provided on Exhibit B attached thereto (collectivelythis certificate changes, the “Purchased Asset File”undersigned shall promptly so inform such Buyer or Assignee in writing, and (2) for the undersigned shall have at all times furnished such Buyer or Assignee with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the Purchased Assets (each a “Purchased Asset” two calendar years preceding such payments. [NAME OF PARTICIPANT] By: Name: Title: Date: , 201[ ] Reference is hereby made to Article 13(k) of the Master Repurchase and collectivelySecurities Contract Agreement, the “Purchased Assets”) listed in Exhibit A attached thereto. (c) The Bailee shall issue and deliver to Buyer and U.S. Bank National Association dated as of August 19, 2015 (the “CustodianMaster Repurchase and Securities Agreement”), by and between Xxxxxxx Xxxxx Bank USA, a New York state-chartered bank, as Buyer, and TPG RE Finance 2, Ltd., a Cayman Islands exempted company, as Seller. Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to such terms in the Master Repurchase and Securities Contract Agreement. The undersigned hereby certifies that (i) on it is the sole record owner of the ownership interest in the Transaction(s) in respect of which it is providing this certificate, (ii) its direct or prior indirect partners/members are the sole beneficial owners of such interest, (iii) with respect such interest, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the applicable Seller(s) within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Funding Date applicable Seller(s) as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the applicable Buyer or Assignee with a correct, complete, and accurate executed IRS Form W-8IMY accompanied by facsimile one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (ai) an IRS Form W-8BEN or W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Buyer or Assignee and (2) the undersigned shall have at all times furnished such Buyer or Assignee with a properly completed and currently effective certificate in either the name calendar year in which each payment is to be made to the undersigned, or in either of Buyerthe two calendar years preceding such payments. [NAME OF PARTICIPANT] By: Name: Title: Date: , an initial trust receipt 201[ ] Reference is hereby made to Article 13(k) of the Master Repurchase and certification in the form Securities Contract Agreement, dated as of Attachment 2 attached hereto August 19, 2015 (the “Bailee’s Trust Receipt Master Repurchase and CertificationSecurities Contract Agreement”) which Bailee’s Trust Receipt ), by and Certification between Xxxxxxx Sachs Bank USA, a New York state-chartered bank, as Buyer, and TPG RE Finance 2, Ltd., a Cayman Islands exempted company, as Seller. Capitalized terms used and not otherwise defined herein shall state that have the Bailee has received the documents comprising the Purchased Asset File as set forth respective meanings assigned to such terms in the Custodial Delivery Certificate. Master Repurchase and Securities Contract Agreement. The undersigned hereby certifies that (di) On it is the applicable Funding Date, sole record owner of the ownership interest in the event that Buyer fails to purchase from Seller Transaction(s) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the Purchased Assets identified in the related Custodial Delivery Certificatesole beneficial owners of such interest, Buyer shall deliver by facsimile to the Bailee at [ ] to the attention of [ ], an authorization (the “Facsimile Authorization”iii) to release the Purchased Asset Files with respect to such interest, neither the Purchased Assets identified therein undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to Sellera loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the applicable Seller(s) within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the applicable Seller(s) as described in Section 881(c)(3)(C) of the Code. Upon receipt The undersigned has furnished the applicable Seller(s) with a correct, complete, and accurate executed IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E from each of such Facsimile Authorizationpartner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the Bailee undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall release promptly so inform the Purchased Asset Files applicable Seller(s), and (2) the undersigned shall have at all times furnished the applicable Seller(s) with a properly completed and currently effective certificate in either the calendar year in which each payment is to Seller be made to the undersigned, or in accordance with Seller’s instructions.either of the two calendar years preceding such payments. [NAME OF ASSIGNEE] By: Name: Title: Date: , 201[ ] XXXXXXX XXXXX BANK USA 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xx. Xxxxxxx Xxxxxxx

Assignment Documents. No less than two (2) business days prior to the proposed Purchase Date, Seller shall have executed and delivered to Buyer, in form and substance reasonably satisfactory to Buyer and its counsel, all applicable assignment documents assigning to Buyer the proposed Eligible Asset (and in any Hedging Transactions held by Seller with respect thereto) that shall be subject to no liens except as expressly permitted by Buyer. Each of the assignment documents shall contain such representations and warranties in writing concerning the proposed Eligible Asset and such other terms as shall be satisfactory to Buyer in its sole discretion, and shall include blacklined copies of each document, showing all changes made to the forms of assignment documents that have been approved in advance by Buyer. Re: Bailee Agreement (the “Bailee Agreement”) in connection with the pledge by [ ] (ARC RFT JPM Loan, LLC ( “Seller”) to JPMorgan Chase Bank, National Association (“Buyer”) Ladies and Gentlemen: In consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller, Buyer and [ [____] (the “Bailee”) hereby agree as follows: (a) Seller shall deliver to the Bailee in connection with any Purchased Assets delivered to the Bailee hereunder an Identification Certificate in the Custodial Delivery Certificate form of Attachment 1 attached hereto to which shall be attached a Purchased Asset Schedule identifying which Purchased Assets are being delivered to the Bailee hereunder. Such Purchased Asset Schedule shall contain the following fields of information: (a) the loan identifying number; (b) the Purchased Asset obligor’s name; (c) the xxxxxx xxxxxxx, xxxx, xxxxx and zip code for the applicable real property; (d) the original balance; and (e) the current principal balance if different from the original balance. (b) On or prior to the date indicated on the Custodial Delivery Identification Certificate delivered by Seller (the “Funding Date”), Seller shall have delivered to the Bailee, as bailee for hire, the original documents set forth on Exhibit B Schedule A attached thereto hereto (collectively, the “Purchased Asset File”) for each of the Purchased Assets (each a “Purchased Asset” and collectively, the “Purchased Assets”) listed in Exhibit A to Attachment 1 attached theretohereto (the “Purchased Asset Schedule”). (c) The Bailee shall issue and deliver to Buyer and U.S. Bank Xxxxx Fargo Bank, National Association (the “Custodian”) on or prior to the Funding Date by facsimile (a) in the name of Buyer, an initial trust receipt and certification in the form of Attachment 2 attached hereto (the “Bailee’s Trust Receipt and Certification”) which Bailee’s Trust Receipt and Certification shall state that the Bailee has received the documents comprising the Purchased Asset File as set forth in the Custodial Delivery CertificateIdentification Certificate (as defined in that certain Custodial Agreement, dated as of June 18, 2014, among Seller, Buyer and Custodian, in addition to such other documents required to be delivered to Buyer and/or Custodian pursuant to the Master Repurchase Agreement, dated as of June 18, 2014, between Seller and Buyer (the “Repurchase Agreement”). (d) On the applicable Funding Date, in the event that Buyer fails to purchase from Seller the Purchased Assets identified in the related Custodial Delivery Identification Certificate, Buyer shall deliver by facsimile to the Bailee at [ [____] to the attention of [ [____], an authorization (the “Facsimile Authorization”) to release the Purchased Asset Files with respect to the Purchased Assets identified therein to Seller. Upon receipt of such Facsimile Authorization, the Bailee shall release the Purchased Asset Files to Seller in accordance with Seller’s instructions.

Assignment Documents. No less than two (2) business days Business Days prior to the proposed Purchase Date, Seller shall have executed and delivered to BuyerPurchaser, in form and substance reasonably satisfactory to Buyer Purchaser and its counsel, all applicable assignment documents assigning to Buyer in blank the proposed Eligible Asset (and in any Hedging Transactions held by Seller with respect thereto) that shall be subject to no liens Liens except as expressly permitted by BuyerPurchaser. Each of the assignment documents shall contain such representations and warranties in writing concerning the proposed Eligible Asset and such other terms as in each case shall be satisfactory to Buyer Purchaser in its sole and absolute discretion. Via Electronic Transmission TPG RE Finance 23, Ltd. c/o TPG RE Finance Trust Management, L.P. 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Xxxxx Xxxxxxx Email: xxxxxxxx@xxx.xxx Re: Bailee Agreement Master Repurchase Agreement, dated as of August 13, 2019 (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Bailee Master Repurchase Agreement”) in connection with the pledge by [ ] and between Barclays Bank PLC (“Purchaser”) and TPG RE Finance 23, Ltd. (“Seller”) to JPMorgan Chase Bank, National Association (“Buyer”) Ladies and Gentlemen: In consideration Pursuant to Article 4(a) of the mutual promises Master Repurchase Agreement, Purchaser hereby notifies Seller that a Margin Deficit has occurred as set forth below. Capitalized terms used but not otherwise defined herein and other good and valuable consideration, shall have the receipt and sufficiency of which are hereby acknowledged, Seller, Buyer and [ ] (meanings assigned thereto in the “Bailee”) hereby agree as followsMaster Repurchase Agreement. Purchased Asset: (a) Seller shall deliver to the Bailee in connection with any Outstanding Purchase Price of Purchased Assets delivered to the Bailee hereunder the Custodial Delivery Certificate to which shall be attached a Purchased Asset Schedule identifying which Purchased Assets are being delivered to the Bailee hereunder.Asset: $ (b) On or prior to the date indicated on the Custodial Delivery Certificate delivered by Seller (the “Funding Date”), Seller shall have delivered to the Bailee, as bailee for hire, the original documents set forth on Exhibit B attached thereto (collectively, the “Purchased Asset File”) for each Ultimate Maximum Purchase Price of the Purchased Assets (each a “Purchased Asset” and collectively, the “Purchased Assets”) listed in Exhibit A attached thereto.: $ (c) The Bailee shall issue and deliver to Buyer and U.S. Bank National Association Margin Deficit (the “Custodian”) on or prior to the Funding Date by facsimile (a) in the name of Buyerminus (b)): $ MARGIN DEFICIT: $ Accrued interest from to $ TOTAL WIRE DUE: $ WHEN A MARGIN DEFICIT EXISTS, an initial trust receipt and certification in the form of Attachment 2 attached hereto (the “Bailee’s Trust Receipt and Certification”SELLER IS REQUIRED TO CURE THE MARGIN DEFICIT SPECIFIED ABOVE IN ACCORDANCE WITH THE MASTER REPURCHASE AGREEMENT AND WITHIN THE TIME PERIOD SPECIFIED IN ARTICLE 4(b) which Bailee’s Trust Receipt and Certification shall state that the Bailee has received the documents comprising the Purchased Asset File as set forth in the Custodial Delivery Certificate. (d) On the applicable Funding Date, in the event that Buyer fails to purchase from Seller the Purchased Assets identified in the related Custodial Delivery Certificate, Buyer shall deliver by facsimile to the Bailee at [ ] to the attention of [ ], an authorization (the “Facsimile Authorization”) to release the Purchased Asset Files with respect to the Purchased Assets identified therein to SellerTHEREOF. Upon receipt of such Facsimile Authorization, the Bailee shall release the Purchased Asset Files to Seller in accordance with Seller’s instructions.By: Name: Title: