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 Purchaser, in form and substance reasonably satisfactory to Purchaser and its counsel, all applicable assignment documents assigning to Purchaser the proposed Eligible Asset that shall be subject to no liens except as expressly permitted by Purchaser. Each of the assignment documents shall contain such representations and warranties in writing concerning the proposed Eligible Asset and such other terms as shall be satisfactory to Purchaser in its sole and absolute discretion. Via Electronic Transmission CMTG BB Finance LLC c/o Mack Real Estate Credit Strategies 00 Xxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxx XxXxxxxx Telephone: [***] Email: [***] c/o Mack Real Estate Group 00 Xxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: General Counsel Email: [***] Re: Master Repurchase Agreement, dated as of December 21, 2018 (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Master Repurchase Agreement”) by and between Barclays Bank PLC (“Purchaser”) and CMTG BB Finance LLC (“Seller”) Ladies and Gentlemen: Pursuant to Article 4(a) of the Master Repurchase Agreement, Purchaser hereby notifies Seller that a Margin Deficit Event has occurred as set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Master Repurchase Agreement. Purchased Asset: _____________________ (a) Margin Amount of Purchased Asset: $___________ (b)Repurchase Price of Purchased Asset: $___________

Appears in 2 contracts

Samples: Master Repurchase Agreement (Claros Mortgage Trust, Inc.), Master Repurchase Agreement (Claros Mortgage Trust, Inc.)

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Assignment Documents. No less than two (2) Business Days prior to the proposed Purchase Date, Seller shall have executed and delivered to the applicable Purchaser, in form and substance reasonably satisfactory to Purchaser and its counsel, execution versions of all applicable assignment documents assigning in blank with respect to Purchaser the proposed Eligible Asset that shall be subject to no liens except as expressly permitted by the applicable Purchaser. Each of the assignment documents shall contain such representations and warranties in writing concerning the proposed Eligible Asset and such other terms as in each case shall be reasonably satisfactory to Purchaser in its sole and absolute discretionthe applicable Purchaser. Via Electronic Transmission CMTG BB Finance Parlex 3A Xxxxx, LLC Parlex 3A UK Xxxxx, LLC Parlex 3A EUR Xxxxx, LLC Parlex 3A SEK Xxxxx, LLC Gloss Xxxxx 1, LLC Silver Fin Sub TC Pty Ltd, acting in its personal capacity and as trustee for the Silver Fin Sub Trust c/o Mack Real Estate Credit Strategies 00 Xxxxxxxx Blackstone Mortgage Trust, Inc. 000 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxx XxXxxxxx Telephone: [***] Xxxxx Email: [***Redacted] c/o Mack Real Estate Group 00 Xxxxxxxx U.S. Bank Global Corporate Trust Limited Fifth Floor 000 Xxx Xxxxx Xxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 AttentionXX0X 0XX Xxxxxx Xxxxxxx Attn: General Counsel MBS ERG Email: [***Redacted] Re: Master Repurchase Agreement, dated as of December 21May __, 2018 2022 (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Master Repurchase Agreement”) by and between among (i) Parlex 3A USD IE Issuer Designated Activity Company, Parlex 0X XXX XX Issuer Designated Activity Company, Parlex 3A EUR IE Issuer Designated Activity Company, Parlex 3A SEK IE Issuer Designated Activity Company and Perpetual Corporate Trust Limited as Trustee of the Parlex 2022-1 Issuer Trust, as purchasers, (ii) Parlex 3A Xxxxx, LLC, as Repurchase Agent, (iii) Barclays Bank PLC PLC, as Realisation Agent, and (“Purchaser”iv) Parlex 3A Xxxxx, LLC, Parlex 3A UK Xxxxx, LLC, Parlex 3A EUR Xxxxx, LLC, Parlex 3A SEK XXXXX, LLC, Gloss Xxxxx 1, LLC and CMTG BB Finance LLC (“Seller”) Silver Fin Sub TC Pty Ltd, acting in its personal capacity and as trustee for the Silver Fin Sub Trust, as Sellers Ladies and Gentlemen: Pursuant to Article 4(a) of the Master Repurchase Agreement, Purchaser Realisation Agent hereby notifies Seller Sellers that a Margin Deficit Event has occurred as set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Master Repurchase Agreement. Purchased Asset: _____________________ (a) Margin Amount Maximum Senior Exposure of Purchased Asset: [$][€][£][kr][A$]___________ (b)Repurchase Price b) Outstanding Senior Exposure of Purchased Asset: [$][€][£][kr][A$]___________ (c) Margin Deficit ((a) minus (b)): [$][€][£][kr][A$]___________ A Margin Deficit Event exists with respect to the Purchased Asset identified above when the amount in (c) above is at least $250,000 (or, with respect to any Foreign Purchased Asset, the then-current equivalent of such amount based on the Spot Rate with respect to the Applicable Currency of such Foreign Purchased Asset as of the date of determination).

Appears in 1 contract

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

Assignment Documents. No less than two (2) Business Days On or prior to the proposed Purchase Date, Seller shall have executed and delivered to Purchaser, in form and substance reasonably satisfactory to Purchaser and its counsel, all applicable assignment documents assigning to Purchaser the proposed Eligible Asset that shall be subject to no liens except as expressly permitted by Purchaser. Each of the assignment documents shall contain such representations and warranties in writing concerning the proposed Eligible Asset and such other terms as shall be satisfactory to Purchaser in its sole and absolute discretion. Via Electronic Transmission CMTG BB Finance CLNC Credit 6, LLC c/o Mack Real Estate Credit Strategies 00 Xxxxxxxx CLNC Manager, LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxx XxXxxxxx Telephone: [***] Xxxxx X. Xxxxxx Email: [***] c/o Mack Real Estate Group 00 Xxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: General Counsel Email: [***] ########@xxxx.xxx Re: Master Repurchase Agreement, dated as of December 21June 19, 2018 (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Master Repurchase Agreement”) by and between Barclays Xxxxxxx Sachs Bank PLC USA (“Purchaser”) and CMTG BB Finance CLNC Credit 6, LLC (“Seller”) Ladies and Gentlemen: Pursuant to Article 4(a) of the Master Repurchase Agreement, Purchaser hereby notifies Seller that a Margin Deficit Event has occurred as set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Master Repurchase Agreement. Purchased Asset: _____________________ (a) Margin Amount of Purchased Asset___ [DESCRIBE MARGIN DEFICIT EVENT] [INSERT INFORMATION FOR CALCULATION OF MARGIN DEFICIT] MARGIN DEFICIT: $___________ (b)Repurchase Price of Purchased AssetAccrued interest from __________ to __________: $___________ TOTAL WIRE DUE: $___________ By:____________________________________ Name: Title: Xxxxxxx Sachs Bank USA 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxx Xxxxxxx Re: Master Repurchase Agreement, dated as of June 19, 2018 by and between Xxxxxxx Sachs Bank USA (“Purchaser”) and CLNC Credit 6, LLC (“Seller”) (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Master Repurchase Agreement”) Ladies and Gentlemen: With respect to the Purchased Assets described in the attached Schedule A (the “Purchased Assets”) (a) we hereby certify to you that the Purchased Assets are not subject to a lien of any third party, and (b) we hereby release to you all rights, interests or claims of any kind other than any rights, interests or claims under the Master Repurchase Agreement with respect to such Purchased Assets, such release to be effective automatically without further action by any party upon payment by Purchaser of the amount of the Purchase Price contemplated under the Master Repurchase Agreement (calculated in accordance with the terms thereof) in accordance with the wiring instructions set forth in the Master Repurchase Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Master Repurchase Agreement. Very truly yours, By:____________________________________ Name: Title: Xxxxxxx Xxxxx Bank USA 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxx Xxxxxxx Re: Master Repurchase Agreement, dated as of June 19, 2018 (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Master Repurchase Agreement”) by and between Xxxxxxx Xxxxx Bank USA (“Purchaser”) and CLNC Credit 6, LLC (“Seller”) Ladies and Gentlemen: This Covenant Compliance Certificate is furnished pursuant to that Master Repurchase Agreement and the Guaranty, dated as of June 19, 2018 (the “Guaranty”), made by Credit RE Operating Company, LLC, a Delaware limited liability company (“Guarantor”), in favor of Purchaser. Capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Master Repurchase Agreement. THE UNDERSIGNED HEREBY CERTIFIES, IN [HIS/HER] CAPACITY AS [______] OF GUARANTOR, AND NOT IN ANY INDIVIDUAL CAPACITY, THAT: (i) I am a duly elected, qualified and authorized [Chief Financial Officer] of Guarantor. (ii) All of the financial statements, calculations and other information set forth in this Covenant Compliance Certificate, including, without limitation, in any exhibit or other attachment hereto, are true, complete and correct as of the date hereof or with respect to the period therein specified. (iii) I have reviewed the terms of the Master Repurchase Agreement, the Guaranty and the other Transaction Documents and I have made, or have caused to be made under my supervision, a detailed review of the transactions and financial condition of the Seller Parties during the accounting period covered by the financial statements attached (or most recently delivered to Purchaser if none are attached). (iv) Other than as disclosed to Purchaser prior to the date hereof or below, I am not aware of any facts or circumstances, pending developments that have caused, or may in the future cause the Market Value of any Purchased Asset to decline at any time within the reasonably foreseeable future. (v) As of the date hereof, and since the date of the certificate most recently delivered pursuant to Article 12(b)(v) of the Master Repurchase Agreement, each Seller Party has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in the Master Repurchase Agreement, the Guaranty and the other Transaction Documents to be observed, performed or satisfied by it. (vi) [IF FINANCIAL STATEMENTS ARE NOT ATTACHED: The examinations described in paragraph (iii) above did not disclose, and I have no knowledge of, the existence of any condition or event which constitutes a Default or an Event of Default as of the date of this Covenant Compliance Certificate (including after giving effect to any pending Transactions requested to be entered into), except as set forth below.] [IF FINANCIAL STATEMENTS ARE ATTACHED: The examinations described in paragraph (iii) above did not disclose, and I have no knowledge of, the existence of any condition or event which constitutes a Default or an Event of Default during or at the end of the accounting period covered by the attached financial statements, or as of the date of this Covenant Compliance Certificate (including after giving effect to any pending Transactions requested to be entered into), except as set forth below.] (vii) To my best knowledge, as of the date hereof, each of the representations and warranties made by each Seller Party in any Transaction Document is true, correct and complete in all material respects with the same force and effect as if made on and as of the date hereof (unless qualified to materiality, in which case such representation or warranty shall be true in all respects). (viii) To my best knowledge, each Seller Party (i) is in compliance with all of the terms and conditions of the Transaction Documents and (ii) has no claim or offset against Purchaser under the Transaction Documents. (ix) To my best knowledge, each Seller Party has, during the period since the delivery of the immediately preceding Covenant Compliance Certificate, in all material respects observed or performed all of its covenants and other agreements, and satisfied every condition, contained the Master Repurchase Agreement, the Guaranty and the other Transaction Documents to be observed, performed or satisfied by it, and I have no knowledge of the occurrence during such period, or present existence, of any condition or event which constitutes a Default or an Event of Default (in each case, including after giving effect to any pending Transactions requested to be entered into), except as set forth below. (x) [IF FINANCIAL SUMMARY PROPERTY PERFORMANCE REPORTS ARE ATTACHED: Attached hereto are the summary property performance reports required to be delivered pursuant to Article 12(b) of the Master Repurchase Agreement, which reports, to the best of my knowledge after due inquiry, fairly and accurately present the related Purchased Assets as of the date or with respect to the period therein specified, determined in accordance with the requirements set forth in Article 12(b) of the Master Repurchase Agreement.] (xi) [IF FINANCIAL STATEMENTS ARE ATTACHED: Attached hereto are the financial statements required to be delivered pursuant to Article 12(b) of the Master Repurchase Agreement, which financial statements, to the best of my knowledge after due inquiry, fairly and accurately present, in all material respects the financial condition and results of operations of Guarantor as of the date or with respect to the period therein specified, determined in accordance with the requirements set forth in Article 12(b) of the Master Repurchase Agreement.] (xii) [IF FINANCIAL STATEMENTS ARE ATTACHED: Attached hereto are the calculations demonstrating compliance with the financial covenants set forth in the Guaranty.] Described below are the exceptions, if any, to any of the foregoing, listing, in detail, the nature of the condition or event, the period during which it has existed and the action which the applicable Seller Party has taken, is taking, or proposes to take with respect to each such condition or event: ________________________________________________________________________ ______________________________________________________________________________________ ______________________________________________________________________________________

Appears in 1 contract

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

Assignment Documents. No less than two (2) Business Days prior to the proposed Purchase Date, Seller shall have executed and delivered to Purchaser, in form and substance reasonably satisfactory to Purchaser and its counsel, execution versions of all applicable assignment documents assigning in blank with respect to Purchaser the proposed Eligible Asset that shall be subject to no liens except as expressly permitted by Purchaser. Each of the assignment documents shall contain such representations and warranties in writing concerning the proposed Eligible Asset and such other terms as shall be satisfactory to Purchaser in its sole and absolute discretion. Via Electronic Transmission CMTG BB Finance Parlex 8 Xxxxx, LLC Parlex 8 GBP Xxxxx, LLC Parlex 8 EUR Xxxxx, LLC c/o Mack Real Estate Credit Strategies 00 Xxxxxxxx Blackstone Mortgage Trust, Inc. 000 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxx XxXxxxxx Telephone: [***] Xxxxx Email: [***] c/o Mack Real Estate Group 00 Xxxxxxxx XXXXXxxxxxxxxXxxxxxxx@xxxxxxxxxx.xxx U.S. Bank Global Corporate Trust Limited Fifth Floor 000 Xxx Xxxxx Xxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 AttentionXX0X 0XX Xxxxxx Xxxxxxx Attn: General Counsel MBS ERG Email: [***] xxx.xxx.xxxxxx@xxxxxx.xxx Re: Master Repurchase Agreement, dated as of December 21May 14, 2018 2021 (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Master Repurchase Agreement”) by and between Barclays Bank PLC among (i) Parlex 8 USD IE Issuer Designated Activity Company, Parlex 8 GBP IE Issuer Designated Activity Company and Parlex 8 EUR IE Issuer Designated Activity Company, each as a Purchaser, (ii) Banco Santander, S.A., as Collateral Agent, and CMTG BB Finance (iii) Parlex 8 Xxxxx, LLC, Parlex 8 GBP Xxxxx, LLC (“Seller”) and Parlex 8 EUR Xxxxx, LLC, each as a Seller Ladies and Gentlemen: Pursuant to Article 4(a) of the Master Repurchase Agreement, Purchaser hereby notifies Seller Sellers that a Margin Deficit Event has occurred as set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Master Repurchase Agreement. Purchased Asset: (a) Outstanding Purchase Price of Purchased Asset: __________[$][€][£]___________ (ab) Margin Amount Maximum Purchase Price of Purchased Asset: [$][€][£]___________ A Margin Deficit exists with respect to the Purchased Asset identified above when the amount in (b)Repurchase Price of Purchased Assetb) above is less than the amount in (a) above. MARGIN DEFICIT: [$][€][£]___________ Accrued interest from to : [$][€][£]___________ TOTAL AMOUNT DUE: [$][€][£] WHEN A MARGIN DEFICIT EXISTS, SELLERS ARE REQUIRED TO CURE THE MARGIN DEFICIT SPECIFIED ABOVE IN ACCORDANCE WITH THE MASTER REPURCHASE AGREEMENT AND WITHIN THE TIME PERIOD SPECIFIED IN ARTICLE 4(b) THEREOF. BANCO SANTANDER, S.A., as Collateral Agent By: Name: Title: Parlex 8 USD IE Issuer Designated Activity Company Parlex 8 GBP IE Issuer Designated Activity Company Parlex 8 EUR IE Issuer Designated Activity Company 0xx Xxxxx, Xxxxxxx Xxxxx Xxxx Xxxx, Xxxxxxx Xxxx, Dublin 1 Dublin, Ireland, X00 XX00 Attention: [ ] Re: Master Repurchase Agreement, dated as of May 14, 2021 (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Master Repurchase Agreement”), by and among (i) Parlex 8 USD IE Issuer Designated Activity Company, Parlex 8 GBP IE Issuer Designated Activity Company and Parlex 8 EUR IE Issuer Designated Activity Company, each as a Purchaser, (ii) Banco Santander, S.A., as Collateral Agent, and (iii) Parlex 8 Xxxxx, LLC, Parlex 8 GBP Xxxxx, LLC and Parlex 8 EUR Xxxxx, LLC, each as a Seller Ladies and Gentlemen: With respect to the Purchased Assets described in the attached Schedule A (the “Purchased Assets”) (a) we hereby certify to you that the Purchased Assets are not subject to a lien of any third party, and (b) we hereby release to you all rights, interests or claims of any kind other than any rights, interests or claims under the Master Repurchase Agreement with respect to such Purchased Assets, such release to be effective automatically without further action by any party upon payment by Purchaser of the amount of the Purchase Price contemplated under the Master Repurchase Agreement (calculated in accordance with the terms thereof) in accordance with the wiring instructions set forth in the Master Repurchase Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Master Repurchase Agreement. Very truly yours, By: Name: Title: Parlex 8 USD IE Issuer Designated Activity Company Parlex 8 GBP IE Issuer Designated Activity Company Parlex 8 EUR IE Issuer Designated Activity Company 0xx Xxxxx, Xxxxxxx Xxxxx Xxxx Xxxx, Xxxxxxx Xxxx, Dublin 1 Dublin, Ireland, X00 XX00 Attention: [ ] Banco Santander, S.A., as Collateral Agent Xxxxx xx Xxxxxx, 9-12 Santander, Spain Re: Master Repurchase Agreement, dated as of May 14, 2021 (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Master Repurchase Agreement”), by and among (i) Parlex 8 USD IE Issuer Designated Activity Company, Parlex 8 GBP IE Issuer Designated Activity Company and Parlex 8 EUR IE Issuer Designated Activity Company, each as a Purchaser, (ii) Banco Santander, S.A., as Collateral Agent, and (iii) Parlex 8 Xxxxx, LLC, Parlex 8 GBP Xxxxx, LLC and Parlex 8 EUR Xxxxx, LLC, each as a Seller Ladies and Gentlemen: This Covenant Compliance Certificate is furnished pursuant to that Master Repurchase Agreement and the Guaranty dated as of May 14, 2021 (the “Guaranty”) made by Blackstone Mortgage Trust, Inc. (“Guarantor”) in favor of Purchaser. Capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Master Repurchase Agreement. THE UNDERSIGNED HEREBY CERTIFIES THAT: (i) I am a duly elected, qualified and authorized [Chief Financial Officer] of Guarantor. (ii) Subject to Article 12(n) of the Master Repurchase Agreement, all of the financial statements, calculations and other information set forth in this Covenant Compliance Certificate, including, without limitation, in any exhibit or other attachment hereto, are true, complete and correct in all material respects as of the date hereof. (iii) I have reviewed the terms of the Master Repurchase Agreement, the Guaranty and the other Transaction Documents and I have made, or have caused to be made under my supervision, a detailed review of the transactions and financial condition of the Seller Parties during the accounting period covered by the financial statements attached (or most recently delivered or deemed delivered financial statements if none are attached). (iv) Subject to Article 12(n) of the Master Repurchase Agreement, I am not aware of any facts or circumstances that, in the commercially reasonable judgement of Seller, have caused, or are reasonably likely to cause with respect to any Purchased Asset or the Market Value of any Purchased Asset to decline at any time within the reasonably foreseeable future. (v) Subject to Article 12(n) of the Master Repurchase Agreement, as of the date hereof, and since the delivery of the immediately preceding Covenant Compliance Certificate, each Seller Party has observed or performed in all material respects all of its covenants and other agreements, and satisfied in all material respects every condition, contained in the Master Repurchase Agreement, the Guaranty and the other Transaction Documents to be observed, performed or satisfied by it. (vi) Subject to Article 12(n) of the Master Repurchase Agreement, the examinations described in paragraph (iii) above did not disclose, and I have no knowledge of, the existence of any condition or event which constitutes a Default or an Event of Default during or at the end of the accounting period covered by the attached financial statements (or most recently delivered or deemed delivered financial statements if none are attached), or as of the date of this Covenant Compliance Certificate (including immediately after giving effect to any pending Transactions requested to be entered into), except as set forth below. (vii) Subject to Article 12(n) of the Master Repurchase Agreement, as of the date hereof, each of the representations and warranties made by each Seller Party in any Transaction Document is true, correct and complete in all material respects with the same force and effect as if made on and as of the date hereof, other than as set forth in any Requested Exceptions Report approved by Purchaser in accordance with the Master Repurchase Agreement. (viii) Each Seller Party hereby represents and warrants on behalf of itself that (i) subject to Article 12(n) of the Master Repurchase Agreement, it is in compliance in all material respects with all of the terms and conditions of the Transaction Documents to which it is a party and (ii) it has no claim or offset against Purchaser under such Transaction Documents. (ix) Attached hereto are the calculations demonstrating compliance with the financial covenants set forth in Article V(k) of the Guaranty. Described below are the exceptions, if any, to any of the foregoing, listing, in detail, the nature of the condition or event, the period during which it has existed and the action which the applicable Seller Party has taken, is taking, or proposes to take with respect to each such condition or event: The foregoing certifications, together with the financial statements, updates, reports, materials, calculations and other information set forth in any exhibit or other attachment hereto, or otherwise covered by this Covenant Compliance Certificate, are made and delivered as of the date first above written. By: Name: Title: [Servicer][Borrower] Ladies and Gentlemen: Please refer to: (a) that certain [Loan Agreement], dated [ ], 20[ ], by and between [ ] (the “Borrower”), as borrower, and [Parlex 8 Xxxxx, LLC][Parlex 8 GBP Xxxxx, LLC][Parlex 8 EUR Xxxxx, LLC], a Delaware limited liability company (the “Lender”), as lender; and (b) all documents securing or relating to that certain $[ ] loan made by the Lender (or its predecessor in interest) to the Borrower on [ ], 20[ ] (the “Loan”). You are advised as follows, effective as of the date of this letter.

Appears in 1 contract

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

Assignment Documents. No less than two (2) Business Days prior to the proposed Purchase Date, Seller shall have executed and delivered to Purchaser, in form and substance reasonably satisfactory to Purchaser and its counsel, all applicable assignment documents assigning to Purchaser the proposed Eligible Asset that shall be subject to no liens except as expressly permitted by Purchaser. Each of the assignment documents shall contain such representations and warranties in writing concerning the proposed Eligible Asset and such other terms as shall be satisfactory to Purchaser in its sole and absolute discretion. Via Electronic Transmission CMTG BB FS CREIT Finance BB-1 LLC c/o Mack Real Estate Credit Strategies 00 Xxxxxxxx Xxxxxx000 Xxxxx Xxxxxxxxx Philadelphia, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 PA 19112 Attention: Xxxxxxx XxXxxxxx Chief Financial Officer Telephone: [***] (000) 000-0000 Email: [***] c/o Mack Real Estate Group 00 Xxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: General Counsel Email: [***] xxxxxx.xxxxxxx@xxxxxxxxxxxxx.xxx XXXXXXX_XXXX@xxxxxxxxxxxxx.xxx Re: Master Repurchase Agreement, dated as of December 21February 22, 2018 2021 (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Master Repurchase Agreement”) by and between Barclays Bank PLC (“Purchaser”) and CMTG BB FS CREIT Finance BB-1 LLC (“Seller”) Ladies and Gentlemen: Pursuant to Article 4(a) of the Master Repurchase Agreement, Purchaser hereby notifies Seller that a Margin Deficit Event has occurred as set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Master Repurchase Agreement. Purchased Asset: _____________________: (a) Margin Amount of Purchased Asset: $___________ (b)Repurchase Repurchase Price of Purchased Asset: $___________ (b) Maximum Purchase Price of Purchased Asset: $___________ A Margin Deficit exists when the amount in (a) above is more than the amount in (b) above. MARGIN DEFICIT: $___________ Accrued interest from __________ to __________: $___________ TOTAL WIRE DUE: $___________ By: Name: Title: Barclays Bank PLC 000 0xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000

Appears in 1 contract

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

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Assignment Documents. No less than two (2) Business Days prior to the proposed Purchase Date, Seller shall have executed and delivered to Purchaser, Administrative Agent in form and substance reasonably satisfactory to Purchaser Administrative Agent and its counsel, all applicable assignment documents assigning executed in blank with respect to Purchaser the proposed Eligible Asset that shall be subject to no liens except as expressly permitted by PurchaserAdministrative Agent. Each of the assignment documents shall contain such representations and warranties in writing concerning the proposed Eligible Asset and such other terms as shall be satisfactory to Purchaser Administrative Agent, on behalf of Buyers, in its sole discretion, and absolute discretionshall include blacklined copies of each document, showing all changes made to the forms of assignment documents that have been approved in advance by Administrative Agent, on behalf of Buyers. Via Electronic Transmission LEGAL_US_E # 160815361.8 CMTG BB Finance GS FINANCE LLC c/o Mack Real Estate Credit Strategies 00 Xxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 [ ] [ ] [ ] Attention: Xxxxxxx XxXxxxxx Telephone: [***] Email: [***] c/o Mack Real Estate Group 00 Xxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: General Counsel Email: [***[ ] Re: Amended and Restated Master Repurchase and Securities Contract Agreement, dated as of December 21March 7, 2018 2022 (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Master Repurchase and Securities Contract Agreement”) by and between Barclays Bank PLC (“Purchaser”) and CMTG BB Finance LLC (“Seller”) Ladies and Gentlemen: Pursuant to Article 4(a) of the Master Repurchase Agreement, Purchaser hereby notifies Seller that a Margin Deficit Event has occurred as set forth below. Capitalized ; capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Master Repurchase and Securities Contract Agreement) by and among GXXXXXX SXXXX BANK USA, a New York state-chartered bank, as administrative agent (in such capacity, together with its permitted successors and assigns, the “Administrative Agent”) for GXXXXXX SACHS BANK USA, a New York state- chartered bank (in such capacity, and together with such other financial institutions from time to time party thereto and their respective successors and assigns, collectively “Buyers” and individually, each a “Buyer”), Buyers and CMTG GS FINANCE LLC, a Delaware limited liability company (“Seller”). Pursuant to Article 4(a) of the Master Repurchase and Securities Contract Agreement, Administrative Agent hereby notifies Seller of the existence of a Margin Deficit as of the date hereof as follows: Purchase Price for certain Purchased Asset: _____________________$ MARGIN DEFICIT: $ Accrued Price Differential from [ ] to [ ]: $ TOTAL WIRE DUE: $ LEGAL_US_E # 160815361.8 LEGAL_US_E # 160815361.8 GXXXXXX SXXXX BANK USA, a New York state-chartered bank By: Name: Title: LEGAL_US_E # 160815361.8 LEGAL_US_E # 160815361.8 EXHIBIT VIII-A FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Assignees That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to Article 14(k) of the Amended and Restated Master Repurchase and Securities Contract Agreement, dated as of March 7, 2022 (the “Master Repurchase and Securities Contract Agreement”), by and among GXXXXXX SACHS BANK USA, a New York state-chartered bank, as Administrative Agent, GXXXXXX SXXXX BANK USA, a New York state-chartered bank and such other financial institutions from time to time party thereto, as Buyers, and CMTG GS FINANCE LLC, a Delaware limited liability company, as Seller. Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to such terms in the Master Repurchase and Securities Contract Agreement. The undersigned hereby certifies that (i) it is the sole record and beneficial owner of the ownership interest in the Transaction(s) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the applicable Seller(s) within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the applicable Seller(s) as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the applicable Seller(s) with a correct, complete, and accurate executed IRS Form W-8BEN or W-8BEN-E. By executing this certificate, the undersigned agrees that (a1) Margin Amount 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 undersigned, or in either of Purchased Assetthe two calendar years preceding such payments. [NAME OF ASSIGNEE] By: $___________ Name: Title: Date: , 202[ ] LEGAL_US_E # 160815361.8 FORM OF U.S. TAX COMPLIANCE CERTIFICATE Reference is hereby made to Article 14(k) of the Amended and Restated Master Repurchase and Securities Contract Agreement, dated as of March 7, 2022 (b)Repurchase Price the “Master Repurchase and Securities Contract Agreement”), by and by and among GXXXXXX SACHS BANK USA, a New York state- chartered bank, as Administrative Agent, GXXXXXX SXXXX BANK USA, a New York state-chartered bank and such other financial institutions from time to time party thereto, as Buyers, and CMTG GS FINANCE LLC, a Delaware limited liability company, as Seller. Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to such terms in the Master Repurchase and Securities Contract Agreement. The undersigned hereby certifies that (i) it is the sole record and beneficial owner of Purchased Assetthe ownership interest in the Transaction(s) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the applicable Seller(s) within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the applicable Seller(s) as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the applicable Buyer or Assignee with a correct, complete, and accurate executed IRS Form W-8BEN or W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Buyer or Assignee in writing, and (2) the undersigned shall have at all times furnished such Buyer or Assignee with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. [NAME OF PARTICIPANT] By: $___________Name: Title: Date: , 202[ ] LEGAL_US_E # 160815361.8 FORM OF U.S. TAX COMPLIANCE CERTIFICATE Reference is hereby made to Article 14(k) of the Amended and Restated Master Repurchase and Securities Contract Agreement, dated as of March 7, 2022 (the “Master Repurchase and Securities Agreement”), by and by and among GXXXXXX SACHS BANK USA, a New York state-chartered bank, as Administrative Agent, GXXXXXX SXXXX BANK USA, a New York state-chartered bank and such other financial institutions from time to time party thereto, as Buyers, and CMTG GS FINANCE LLC, a Delaware limited liability company, as Seller. Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to such terms in the Master Repurchase and Securities Contract Agreement. The undersigned hereby certifies that (i) it is the sole record owner of the ownership interest in the Transaction(s) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such interest, (iii) with respect such interest, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to 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 applicable Seller(s) as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent, on behalf of the applicable Buyer, or Assignee with a correct, complete, and accurate executed IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W- 8BEN or W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform Administrative Agent, on behalf of such Buyer, or Assignee and (2) the undersigned shall have at all times furnished Administrative Agent, on behalf of the such Buyer, or Assignee with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. [NAME OF PARTICIPANT] By: Name: Title: Date: , 202[ ] LEGAL_US_E # 160815361.8 FORM OF U.S. TAX COMPLIANCE CERTIFICATE Reference is hereby made to Article 14(k) of the Amended and Restated Master Repurchase and Securities Contract Agreement, dated as of March 7, 2022 (the “Master Repurchase and Securities Agreement”), by and by and among GXXXXXX SACHS BANK USA, a New York state-chartered bank, as Administrative Agent, GXXXXXX SXXXX BANK USA, a New York state-chartered bank and such other financial institutions from time to time party thereto, as Buyers, and CMTG GS FINANCE LLC, a Delaware limited liability company, as Seller. Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to such terms in the Master Repurchase and Securities Contract Agreement. The undersigned hereby certifies that (i) it is the sole record owner of the ownership interest in the Transaction(s) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such interest, (iii) with respect to such interest, neither the 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 applicable Seller(s) as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the applicable Seller(s) with a correct, complete, and accurate executed IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W- 8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform 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 undersigned, or in either of the two calendar years preceding such payments. [NAME OF ASSIGNEE] By: Name: Title: Date: , 202[ ] LEGAL_US_E # 160815361.8 GXXXXXX SACHS BANK USA 200 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Mx. Xxxxxxx Xxxxxxx

Appears in 1 contract

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

Assignment Documents. No less than two (2) Business Days prior to the proposed Purchase Date, Seller shall have executed and delivered to PurchaserCustodian, in form and substance reasonably satisfactory to Purchaser and its counsel, all applicable assignment documents assigning to Purchaser evidencing the complete, unbroken chain of assignment from the originator or initial holder of the proposed Eligible Asset, as applicable, to Seller, together with the corresponding original assignment documents from Seller to blank (“______”). The proposed Eligible Asset that shall be subject to no liens except as expressly permitted by Purchaser. Each of the assignment documents shall contain such representations and warranties in writing concerning the proposed Eligible Asset and such other terms as shall be satisfactory to Purchaser in its sole and absolute discretion. Via Electronic Transmission CMTG BB Finance RFT GS LOAN, LLC c/o Mack Real Estate Credit Strategies 00 Xxxxxxxx Xxxxxx, Benefit Street Partners L.L.C. 9 Xxxx 00xx Xxxxxx Xxxxx 0000 Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxx XxXxxxxx Telephone: [***] Email: [***] c/o Mack Real Estate Group 00 Xxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: General Counsel Email: [***] M.Xxxxxxx@xxxxxxxxxx.xxx Re: Master Repurchase Agreement, dated as of December 2127, 2018 2016 (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Master Repurchase Agreement”) by and between Barclays Gxxxxxx Sachs Bank PLC USA (“Purchaser”) and CMTG BB Finance RFT GS Loan, LLC (“Seller”) Ladies and Gentlemen: Pursuant to Article 4(a) of the Master Repurchase Agreement, Purchaser hereby notifies Seller that a Margin Deficit Event has occurred as set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Master Repurchase Agreement. Purchased Asset: _____________________ (a) Margin Amount of Purchased Asset_ [DESCRIBE MARGIN DEFICIT EVENT] MARGIN DEFICIT: $___________ (b)Repurchase Price of Purchased AssetAccrued interest from __________ to __________: $___________ TOTAL WIRE DUE: $___________ WHEN A MARGIN DEFICIT EVENT EXISTS, SELLER IS REQUIRED TO CURE THE MARGIN DEFICIT SPECIFIED ABOVE IN ACCORDANCE WITH THE MASTER REPURCHASE AGREEMENT AND WITHIN THE TIME PERIOD SPECIFIED IN ARTICLE 4(b) THEREOF. By: Name: Title: Gxxxxxx Sachs Bank USA c/o Goldman, Sxxxx & Co. 200 Xxxx Xxxxxx 0xx XX Xxx Xxxx, Xxx Xxxx 00000 Attn: Jxxxxxx Xxxxxxx Email: jxxxxxx.xxxxxxx@xx.xxx Re: Master Repurchase Agreement, dated as of December 27, 2016 (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Master Repurchase Agreement”) by and between Gxxxxxx Sachs Bank USA (“Purchaser”) and RFT GS Loan, LLC (“Seller”) Ladies and Gentlemen: This Covenant Compliance Certificate is furnished pursuant to that Master Repurchase Agreement and the Guaranty dated as of December 27, 2016 (the “Guaranty”) made by [Realty Finance Trust, Inc., a Maryland corporation] (“Guarantor”) in favor of Purchaser. Capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Master Repurchase Agreement. THE UNDERSIGNED HEREBY CERTIFIES THAT: (i) I am a duly elected, qualified and authorized [Chief Financial Officer] of Guarantor. (ii) All of the financial statements, calculations and other information set forth in this Covenant Compliance Certificate, including, without limitation, in any exhibit or other attachment hereto, are true, complete and correct as of the date hereof.

Appears in 1 contract

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

Assignment Documents. No less than two (2) Business Days prior to the proposed Purchase Date, Seller shall have executed and delivered to PurchaserAdministrative Agent, in form and substance reasonably satisfactory to Purchaser Administrative Agent and its counsel, all applicable assignment documents assigning executed in blank with respect to Purchaser the proposed Eligible Asset that shall be subject to no liens except as expressly permitted by PurchaserAsset. Each of the assignment documents shall contain such representations and warranties include blacklined copies of each document, showing all changes made to the forms of assignment documents that have been approved in writing concerning the proposed Eligible Asset and such other terms as shall be satisfactory to Purchaser in its sole and absolute discretionadvance by Administrative Agent. Via Electronic Transmission CMTG BB Finance SCREDIT MORTGAGE FUNDING SUB-3, LLC SCREDIT MORTGAGE FUNDING SUB-3-T, LLC c/o Mack Starwood Credit Real Estate Credit Strategies 00 Xxxxxxxx XxxxxxIncome Trust 0000 Xxxxxxx Xxxxxx Miami Beach, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Florida 33139 Attention: Xxxxxxx XxXxxxxx Telephone: [***] Email: [***] c/o Mack Real Estate Group 00 Xxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: General SCREDIT Counsel Email: [***] XXXXXXXXxxxxxxxxXxxxxxx@xxxxxxxx.xxx Re: Master Repurchase and Securities Contract Agreement, dated as of December 21July 25, 2018 2024 (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Master Repurchase and Securities Contract Agreement”) by and between Barclays Bank PLC (“Purchaser”) and CMTG BB Finance LLC (“Seller”) Ladies and Gentlemen: Pursuant to Article 4(a) of the Master Repurchase Agreement, Purchaser hereby notifies Seller that a Margin Deficit Event has occurred as set forth below. Capitalized ; capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Master Repurchase and Securities Contract Agreement. Purchased Asset: _____________________ ) by and among XXXXXX XXXXXXX MORTGAGE CAPITAL HOLDINGS LLC, a New York limited liability company, as administrative agent for XXXXXX XXXXXXX BANK, N.A., a national banking association, as a Buyer, and such other financial institutions from time to time party hereto (a) Margin Amount of Purchased Asset: $___________ collectively, the “Buyers” and individually, each a “Buyer”), SCREDIT MORTGAGE FUNDING SUB-3, LLC, a Delaware limited liability company (b)Repurchase Price of Purchased Asset: $___________“Sub-3 Seller”), and SCREDIT MORTGAGE FUNDING SUB-3-T, LLC, a Delaware limited liability company (“Sub-3-T Seller”; together with Sub-3 Seller, individually and/or collectively as the context may require, jointly and severally, “Seller”).

Appears in 1 contract

Samples: Master Repurchase and Securities Contract Agreement (Starwood Credit Real Estate Income Trust)

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