Modifications, Waivers, Etc. No modification, waiver, deferral, or release (in whole or in part) of any party’s obligations in respect of the Loan, or of any collateral for any obligations in respect of the Loan, shall be effective without the prior written consent of JPMorgan. Notwithstanding the foregoing, neither Seller nor Servicer shall take any material action or effect any modification or amendment to any Purchased Asset without first having given prior notice thereof to Buyer in each such instance and receiving the prior written consent of Buyer. Please acknowledge your acceptance of the terms and directions contained in this correspondence by executing a counterpart of this correspondence and returning it to the undersigned. Very truly yours, CT LEGACY JPM SPV, LLC, a Delaware limited liability company By: Name: Title: Date: [ ], 200[ ] Agreed and accepted this [ ] day of [ ], 200[ ] [ ] By: Name: Title:
Modifications, Waivers, Etc. No modification, waiver, deferral, or release (in whole or in part) of any party’s obligations in respect of the Loan, or of any collateral for any obligations in respect of the Loan, shall be effective without the prior written consent of Buyer. Please acknowledge your acceptance of the terms and directions contained in this correspondence by executing a counterpart of this correspondence and returning it to the undersigned. Very truly yours, KREF LENDING IX LLC, a Delaware limited liability company By: Name: Title: Agreed and accepted this ____ day of ____________, 20__ [____________________] By: Name: Title: EXHIBIT J FORM OF BAILEE LETTER KREF Lending IX LLC 30 Xxxxxx Yards Suite 7500 New York, NY 10001 Attention: Xxxxxxx Xxxxxxx Telephone: (000) 000-0000 Email: Xxxxxxx.Xxxxxxx@xxx.xxx ___________ ___, 20__ Xxxxxx Xxxxxxx Bank, N.A. 0000 Xxxxxxxx, 00xx Floor New York, New York 10036 Attention: Xxxxxxx Xxxxxxxx Re: Amended and Restated Custodial Agreement, dated as of [__], 2022 (as amended, restated or otherwise modified, the “Custodial Agreement”), among Xxxxxx Xxxxxxx Bank, N.A. (“Buyer”), KREF Lending IX LLC (“Seller”) and Computershare Trust Company, N.A. as successor-in-interest to Xxxxx Fargo Bank, National Association, (“Custodian”) Ladies and Gentlemen: Reference is made to that certain Master Repurchase Agreement and Securities Contract, dated as of July 27, 2021 (as the same may have been, and may hereafter be, amended, restated, extended, or otherwise modified from time to time, the “Repurchase Agreement”) between KREF Lending IX LLC (“Seller”) and Xxxxxx Xxxxxxx Bank, N.A. (“Buyer”), as assignee of all of the rights and obligations of MUFG Bank, Ltd. under 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, Xxxxx and [●] (the “Bailee”) hereby agree as follows:
Modifications, Waivers, Etc. No modification, waiver, deferral, or release (in whole or in part) of any party’s obligations in respect of the Loan, or of any collateral for any obligations in respect of the Loan, shall be effective without the prior written consent of Buyer. Notwithstanding the foregoing, neither Lender nor any servicer shall take any material action or effect any modification or amendment to any Purchased Asset without first having given prior notice thereof to Buyer in each such instance and receiving the prior written consent of Buyer. Please acknowledge your acceptance of the terms and directions contained in this correspondence by executing a counterpart of this correspondence and returning it to the undersigned. Very truly yours, KREF LENDING I LLC, a Delaware limited liability company By: Name: Title: Date: [ ] [ ], 201[ ] Agreed and accepted this [ ] day of [ ], 201[ ] [ ] By: Name: Title: EXHIBIT L-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Buyers That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Master Repurchase and Securities Contract dated as of October 21, 2015 (as amended, supplemented or otherwise modified from time to time, the “Contract”), among KREF Lending I LLC, as Seller, and Xxxxx Fargo Bank, National Association, as Buyer. Pursuant to the provisions of Section 12.06 of the Contract, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Repurchase Obligations 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 Seller within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Seller as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Seller with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Seller, and (2) the undersigned shall have at all times furnished the Seller 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. Unless otherwise defined herein, terms defined...
Modifications, Waivers, Etc. No waiver, and no modification, amendment, discharge, or change of the Agreement, except as otherwise provided herein, shall be valid unless the same is in writing and signed by the party against which the enforcement of such modification, waiver, amendment, discharge, or change is sought.
Modifications, Waivers, Etc. No modification, waiver, deferral, or release (in whole or in part) of any party’s obligations in respect of the Notes, or of any collateral for any obligations in respect of the Notes , shall be effective without the prior written consent of Buyer. Please acknowledge your acceptance of the terms and directions contained in this correspondence by executing a counterpart of this correspondence and returning it to the undersigned. Very truly yours, TABERNA LOAN HOLDINGS I, LLC By: Taberna Realty Finance Trust, its sole member By: Name: Title: Date: , 2008 Agreed and accepted this day of , 2008 [indenture trustee] By: Name: Title: ANNEX II Names and Addresses for Communications Between Parties WILMINGTON TRUST COMPANY 0000 XXXXX XXXXXX XXXXXX XXXXXXXXXX, XXXXXXXX 00000-0000 ATTENTION: CORPORATE TRUST ADMINISTRATOR/XXXXXX with a copy to: XXXXXX LLC C/O XXXXXX XXXXXX & CO. 000 XXXX XXXXXX XXX XXXX, XXX XXXX 00000 ATTENTION: MR. XXXXX XXXXXXX TABERNA LOAN HOLDINGS I, LLC 0000 XXXX XXXXXX 00xx XXXXX XXXXXXXXXXXX, XX 00000 Tel: (000) 000-0000 Fax: (000) 000-0000 ATTENTION: CHIEF LEGAL OFFICER with a copy to: LEDGEWOOD 0000 XXXXXX XX., XXXXX 000 XXXXXXXXXXXX, XX 00000 TEL: 000.000.0000 FAX: 000.000.0000 ATTENTION: XXXX X. XXXXX
Modifications, Waivers, Etc. Lender and Borrower, each reserves the right to waive any of the conditions precedent to its obligations hereunder. No such waiver, and no modification, amendment, discharge, or change of the Agreement, except as otherwise provided herein, shall be valid unless the same is in writing and signed by the party against which the enforcement of such modification, waiver, amendment, discharge, or change is sought. This Agreement and the exhibits hereto contains the entire agreement between the parties relating to the transaction contemplated hereby, and all prior or contemporaneous agreements, understandings, representations, and statements, oral or written, are merged herein. This Agreement shall be construed and enforced in accordance with the laws of the United States of America and, in the absence of controlling federal law, in accordance with the laws of the State of New York. This Agreement shall inure to the benefit of and shall be binding upon all successors and assigns of the parties hereto.
Modifications, Waivers, Etc. No modification, waiver, deferral, or release (in whole or in part) of any party's obligations in respect of the Loan, or of any collateral for any obligations in respect of the Loan, shall be effective without the prior written consent of DBAG. Please acknowledge your acceptance of the terms and directions contained in this correspondence by executing a counterpart of this correspondence and returning it to the undersigned. [Signature Page Follows] Very truly yours, NRFC DB HOLDINGS, LLC, a Delaware limited liability company By: ------------------------------------- Name: ----------------------------------- Title: ---------------------------------- Date: [ ], 200[ ] Agreed and accepted this [ ] day of [ ], 200[ ] [ ]
Modifications, Waivers, Etc. A. Each Party reserves the right to waive any of the conditions precedent to its obligations hereunder. No such waiver, and no modification, amendment, discharge or change of this Agreement, except as otherwise provided herein shall be valid unless the same is in writing and signed by the party against which the enforcement of such modifications, waiver, amendment, discharge or change is sought.
Modifications, Waivers, Etc. No modification, waiver, deferral, or release (in whole or in part) of any party’s obligations in respect of the Loan, or of any collateral for any obligations in respect of the Loan, shall be effective without the prior written consent of DBAG. Please acknowledge your acceptance of the terms and directions contained in this correspondence by executing a counterpart of this correspondence and returning it to the undersigned. Very truly yours, CBRE REALTY FINANCE HOLDINGS CDO FUNDING, LLC, a Delaware limited liability company By: CBRE Realty Finance Holdings, LLC, a Delaware limited liability company, its sole member By: Name: Title: Agreed and accepted this [ ] day of [ ] , 200[ ] [ ] By: Name: Title:
Modifications, Waivers, Etc. No modification, waiver, deferral, or release (in whole or in part) of any party’s obligations in respect of the Loan, or of any collateral for any obligations in respect of the Loan, shall be effective without the prior written consent of Natixis. Please acknowledge your acceptance of the terms and directions contained in this correspondence by executing a counterpart of this correspondence and returning it to the undersigned. [Signature Page Follows] Very truly yours, [SELLER], a By: ______________________________ Name:____________________________ Title:_____________________________ Date: [ ], 200[ ] Agreed and accepted this [ ] day of [ ], 200[ ] [ ] By:______________________ Name: ___________________ Title: ____________________
