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). 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 all right, interest or claim of any kind other than any rights under the Master Repurchase and Securities Contract Agreement with respect to such Purchased Assets, such release to be effective automatically without further action by any party upon payment by Administrative Agent, on behalf of Buyers, of the amount of the Purchase Price contemplated under the Master Repurchase and Securities Contract Agreement (calculated in accordance with the terms thereof) in accordance with the wiring instructions set forth in the Master Repurchase and Securities Contract Agreement. Very truly yours, CMTG GS FINANCE LLC, a Delaware limited liability company By: Name: Title: LEGAL_US_E # 160815361.8 Schedule A [List of Purchased Asset Documents] LEGAL_US_E # 160815361.8 EXHIBIT XIII RESERVED LEGAL_US_E # 160815361.8 EXHIBIT XIV FORM OF CUSTODIAL DELIVERY CERTIFICATE On this of , 202 , CMTG GS FINANCE LLC, a Delaware limited liability company (“Seller”) under that certain Amended and Restated Master Repurchase and Securities Contract Agreement, dated as of March 7, 2022 (the “Repurchase Agreement”) among XXXXXXX XXXXX 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 XXXXXXX XXXXX 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 Seller, does hereby deliver to [ ] (“Custodian”), as custodian under that certain Amended and Restated Custodial Agreement, dated as of [ ] (the “Custodial Agreement”), among Administrative Agent, Custodian and Seller, the Purchased Asset Files with respect to the Purchased Assets to be purchased by Administrative Agent, on behalf of Buyers, pursuant to the Repurchase Agreement, which Purchased Assets are listed on the Purchased Asset Schedule attached hereto and which Purchased Assets shall be subject to the terms of the Custodial Agreement on the date hereof. With respect to the Purchased Asset Files delivered hereby, for the purposes of issuing the Trust Receipt, the Custodian shall review the Purchased Asset Files to ascertain delivery of the documents listed in Section [ ] to the Custodial Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Custodial Agreement.
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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). 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 all right, interest or claim of any kind other than any rights under the Master Repurchase and Securities Contract Agreement with respect to such Purchased Assets, such release to be effective automatically without further action by any party upon payment by Administrative Agent, on behalf of Buyers, Buyer of the amount of the Purchase Price contemplated under the Master Repurchase and Securities Contract Agreement (calculated in accordance with the terms thereof) in accordance with the wiring instructions set forth in the Master Repurchase and Securities Contract Agreement. Very truly yours, CMTG GS TPG RE FINANCE LLC2, LTD., a Delaware limited liability Cayman Islands exempted company By: Name: Title: LEGAL_US_E # 160815361.8 Schedule A [List of Purchased Asset Documents] LEGAL_US_E # 160815361.8 EXHIBIT XIII RESERVED LEGAL_US_E # 160815361.8 EXHIBIT XIV FORM OF CUSTODIAL DELIVERY CERTIFICATE On this of RE-DIRECTION LETTER [SELLER LETTERHEAD] RE-DIRECTION LETTER AS OF [ ] [ ], 202 , CMTG GS FINANCE LLC, a Delaware limited liability company 20[ ] Ladies and Gentlemen: Please refer to: (“Seller”a) under that certain Amended and Restated Master Repurchase and Securities Contract [Loan Agreement], dated as of March 7, 2022 (the “Repurchase Agreement”) among XXXXXXX XXXXX 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 XXXXXXX XXXXX 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 Seller, does hereby deliver to [ ] (“Custodian”)[ ], as custodian under that certain Amended 20[ ], by and Restated Custodial Agreement, dated as of between [ ] (the “Custodial AgreementBorrower”), among Administrative Agentas borrower, Custodian and Seller[ ] (the “Lender”), as lender; and (b) all documents securing or relating to that certain $[ ] loan made by the Purchased Asset Files with respect Lender to the Purchased Assets to be purchased by Administrative AgentBorrower on [ ] [ ], on behalf of Buyers20[ ] (the “Loan”). You are advised as follows, pursuant to the Repurchase Agreement, which Purchased Assets are listed on the Purchased Asset Schedule attached hereto and which Purchased Assets shall be subject to the terms effective as of the Custodial Agreement on the date hereof. With respect to the Purchased Asset Files delivered hereby, for the purposes of issuing the Trust Receipt, the Custodian shall review the Purchased Asset Files to ascertain delivery of the documents listed in Section [ ] to the Custodial Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Custodial Agreementthis letter.
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Samples: Securities Contract Agreement (TPG RE Finance Trust, Inc.)
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). Ladies ) by 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 all right, interest or claim of any kind other than any rights under the Master Repurchase and Securities Contract Agreement with respect to such Purchased Assets, such release to be effective automatically without further action by any party upon payment by Administrative Agent, on behalf of Buyers, of the amount of the Purchase Price contemplated under the Master Repurchase and Securities Contract Agreement (calculated in accordance with the terms thereof) in accordance with the wiring instructions set forth in the Master Repurchase and Securities Contract Agreement. Very truly yours, CMTG GS FINANCE LLC, a Delaware limited liability company By: Name: Title: LEGAL_US_E # 160815361.8 Schedule A [List of Purchased Asset Documents] LEGAL_US_E # 160815361.8 EXHIBIT XIII RESERVED LEGAL_US_E # 160815361.8 EXHIBIT XIV FORM OF CUSTODIAL DELIVERY CERTIFICATE On this of , 202 , CMTG GS FINANCE LLC, a Delaware limited liability company (“Seller”) under that certain Amended and Restated Master Repurchase and Securities Contract Agreement, dated as of March 7, 2022 (the “Repurchase Agreement”) among XXXXXXX XXXXX 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 XXXXXXX XXXXX BANK USA, a New York state-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, does Administrative Agent hereby deliver 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: $ 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) THEREOF. LEGAL_US_E # 160815361.8 LEGAL_US_E # 160815361.8 XXXXXXX XXXXX BANK USA, a New York state-chartered bank By: Name: Title: LEGAL_US_E # 160815361.8 LEGAL_US_E # 160815361.8 EXHIBIT VIII EXHIBIT VIII-A FORM OF U.S. TAX COMPLIANCE CERTIFICATE (“Custodian”), as custodian under that certain 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 Custodial Master Repurchase and Securities Contract Agreement, dated as of [ ] March 7, 2022 (the “Custodial Master Repurchase and Securities Contract Agreement”), by and among XXXXXXX XXXXX BANK USA, a New York state-chartered bank, as Administrative Agent, Custodian XXXXXXX XXXXX BANK USA, a New York state-chartered bank and Sellersuch other financial institutions from time to time party thereto, the Purchased Asset Files with respect to the Purchased Assets to be purchased by Administrative Agent, on behalf of as Buyers, pursuant to the Repurchase Agreementand CMTG GS FINANCE LLC, which Purchased Assets are listed on the Purchased Asset Schedule attached hereto and which Purchased Assets shall be subject to the terms of the Custodial Agreement on the date hereof. With respect to the Purchased Asset Files delivered herebya Delaware limited liability company, for the purposes of issuing the Trust Receipt, the Custodian shall review the Purchased Asset Files to ascertain delivery of the documents listed in Section [ ] to the Custodial Agreementas Seller. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth assigned to such terms in the Custodial 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
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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). 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 all right, interest or claim of any kind other than any rights under the Master Repurchase and Securities Contract Agreement with respect to such Purchased Assets, such release to be effective automatically without further action by any party upon payment by Administrative Agent, on behalf of Buyers, of the amount of the Purchase Price contemplated under the Master Repurchase and Securities Contract Agreement (calculated in accordance with the terms thereof) in accordance with the wiring instructions set forth in the Master Repurchase and Securities Contract Agreement. Very truly yours, CMTG GS FINANCE LLC, a Delaware limited liability company By: Name: Title: LEGAL_US_E # 160815361.8 Schedule A [List of Purchased Asset Documents] LEGAL_US_E # 160815361.8 EXHIBIT XIII RESERVED LEGAL_US_E # 160815361.8 EXHIBIT XIV FORM OF CUSTODIAL DELIVERY CERTIFICATE On this of , 202 , CMTG GS FINANCE LLC, a Delaware limited liability company (“Seller”) under that certain Amended and Restated Master Repurchase and Securities Contract Agreement, dated as of March 7, 2022 (the “Repurchase Agreement”) among XXXXXXX XXXXX 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 XXXXXXX XXXXX 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 Seller, does hereby deliver to [ ] (“Custodian”), as custodian under that certain Amended and Restated Custodial Agreement, dated as of [ ] (the “Custodial Agreement”), among Administrative Agent, Custodian and Seller, the Purchased Asset Files with respect to the Purchased Assets to be purchased by Administrative Agent, on behalf of Buyers, pursuant to the Repurchase Agreement, which Purchased Assets are listed on the Purchased Asset Schedule attached hereto and which Purchased Assets shall be subject to the terms of the Custodial Agreement on the date hereof. With respect to the Purchased Asset Files delivered hereby, for the purposes of issuing the Trust Receipt, the Custodian shall review the Purchased Asset Files to ascertain delivery of the documents listed in Section [ ] to the Custodial Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Custodial Agreement.
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