Common use of Modifications, Waivers, Etc Clause in Contracts

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 in the Contract and used herein shall have the meanings given to them in the Contract. [NAME OF BUYER] By: Name: Title: Date: , 20[ ] EXHIBIT L-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants 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 participation 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 its participating Buyer 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 such Buyer in writing, and (2) the undersigned shall have at all times furnished such Buyer 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 in the Contract and used herein shall have the meanings given to them in the Contract. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] EXHIBIT L-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships 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 owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, 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 Seller 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 Seller as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Buyer with 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 IRS Form W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, 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 and (2) the undersigned shall have at all times furnished such Buyer 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 in the Contract and used herein shall have the meanings given to them in the Contract. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] EXHIBIT L-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Buyers That Are 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 owner of the Repurchase Obligations in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Repurchase Obligations, (iii) with respect to the extension of credit pursuant to this Contract or any other Repurchase Document, 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 Seller 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 Seller as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Seller with 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 IRS Form W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, 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 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 in the Contract and used herein shall have the meanings given to them in the Contract. [NAME OF BUYER] By: Name: Title: Date: , 20[ ] ANNEX 1 BUYER’S LOCATION Xxxxx Fargo Bank, National Association One Xxxxx Fargo Center 000 Xxxxx Xxxxxxx Xxxxxx MAC X0000-000, 00xx Xxxxx Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 Attention: Xxxxx Xxxxx SELLER’S LOCATION KREF Lending I LLC 0 Xxxx 00xx Xxxxxx, Xxxxx 0000 Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxx Xxxxxxx Email: ###############@xxx.xxx With a copy to Xxxx Xxxxxxxx LLP 00 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxx Xxxxxx, Esq. Email: #########@xxxxxxxxxxxx.xxx SELLER’S ACCOUNT INFORMATION Bank: JPMorgan Chase Bank, N.A. Account Name: KKR Real Estate Finance Holdings LP ABA Number: ######### Account Number: ########## Attention: JPM Service Team (Phone Number - ###-###-####)

Appears in 2 contracts

Samples: Servicing Agreement (KKR Real Estate Finance Trust Inc.), Servicing Agreement (KKR Real Estate Finance Trust Inc.)

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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 BuyerJPMorgan. Notwithstanding the foregoing, neither Lender Seller nor any servicer 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 CMC LOAN FUNDING A, LLC, a Delaware limited liability company By: Name: Title: Date: [ ] [ ], 201[ ] Agreed and accepted this [ ] day of [ ], 201[ ] [ ] By: Name: Title: EXHIBIT L-1 XVI-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Buyers Assignees That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to Article 3(s) of the Master Repurchase and Securities Contract Agreement, dated as of October 21February 5, 2015 2014 (as amended, supplemented or otherwise modified from time to time, the “ContractMaster Repurchase Agreement”), among KREF Lending I LLC, as Seller, by and Xxxxx Fargo between JPMorgan Chase Bank, National Association, a national banking association organized under the laws of the United States, as Buyer, and CMC Loan Funding A, LLC, a Delaware limited liability company, as Seller. Pursuant Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to such terms in the provisions of Section 12.06 of the Contract, the Master Repurchase Agreement. The undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Repurchase Obligations 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-ten percent shareholder of the Seller 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 Seller applicable Seller(s) as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Seller applicable Seller(s) with a certificate of its non-U.S. Person status on IRS Form W-8BEN or correct, complete, and accurate executed 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 Sellerapplicable Seller(s), and (2) the undersigned shall have at all times furnished the Seller 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. Unless otherwise defined herein, terms defined in the Contract and used herein shall have the meanings given to them in the Contract. [NAME OF BUYERASSIGNEE] By: Name: Title: Date: , 20201[ ] EXHIBIT L-2 XVI-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to Article 3(s) of the Master Repurchase and Securities Contract Agreement, dated as of October 21February 5, 2015 2014 (as amended, supplemented or otherwise modified from time to time, the “ContractMaster Repurchase Agreement”), among KREF Lending I LLC, as Seller, by and Xxxxx Fargo between JPMorgan Chase Bank, National Association, a national banking association organized under the laws of the United States, as Buyer, and CMC Loan Funding A, LLC, a Delaware limited liability company, as Seller. Pursuant Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to such terms in the provisions of Section 12.06 of the Contract, the Master Repurchase Agreement. The undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation 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-ten percent shareholder of the Seller 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 Seller applicable Seller(s) as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating the applicable Buyer or Assignee with a certificate of its non-U.S. Person status on IRS Form W-8BEN or correct, complete, and accurate executed 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 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. Unless otherwise defined herein, terms defined in the Contract and used herein shall have the meanings given to them in the Contract. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20201[ ] EXHIBIT L-3 XVI-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to Article 3(s) of the Master Repurchase and Securities Contract Agreement, dated as of October 21February 5, 2015 2014 (as amended, supplemented or otherwise modified from time to time, the “ContractMaster Repurchase Agreement”), among KREF Lending I LLC, as Seller, by and Xxxxx Fargo between JPMorgan Chase Bank, National Association, a national banking association organized under the laws of the United States, as Buyer, and CMC Loan Funding A, LLC, a Delaware limited liability company, as Seller. Pursuant Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to such terms in the provisions of Section 12.06 of the Contract, the Master Repurchase Agreement. The undersigned hereby certifies that (i) it is the sole record owner of the participation 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 participationinterest, (iii) with respect such participationinterest, 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-ten percent shareholder of the Seller 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 Seller applicable Seller(s) as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating 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 IRS Form W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, 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 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 in the Contract and used herein shall have the meanings given to them in the Contract. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20201[ ] EXHIBIT L-4 XVI-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Buyers Assignees That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to Article 3(s) of the Master Repurchase and Securities Contract Agreement, dated as of October 21February 5, 2015 2014 (as amended, supplemented or otherwise modified from time to time, the “ContractMaster Repurchase Agreement”), among KREF Lending I LLC, as Seller, by and Xxxxx Fargo between JPMorgan Chase Bank, National Association, a national banking association organized under the laws of the United States, as Buyer, and CMC Loan Funding A, LLC, a Delaware limited liability company, as Seller. Pursuant Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to such terms in the provisions of Section 12.06 of the Contract, the Master Repurchase Agreement. The undersigned hereby certifies that (i) it is the sole record owner of the Repurchase Obligations 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 Repurchase Obligationsinterest, (iii) with respect to the extension of credit pursuant to this Contract or any other Repurchase Documentsuch 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-ten percent shareholder of the Seller 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 Seller applicable Seller(s) as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Seller 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 IRS Form W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, 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 Sellerapplicable Seller(s), and (2) the undersigned shall have at all times furnished the Seller 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. Unless otherwise defined herein, terms defined in the Contract and used herein shall have the meanings given to them in the Contract. [NAME OF BUYERASSIGNEE] By: Name: Title: Date: , 20201[ ] ANNEX 1 BUYER’S LOCATION Xxxxx Fargo Bank, National Association One Xxxxx Fargo Center 000 Xxxxx Xxxxxxx Xxxxxx MAC X0000-000, 00xx Xxxxx Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 Attention: Xxxxx Xxxxx SELLER’S LOCATION KREF Lending I LLC 0 Xxxx 00xx Xxxxxx, Xxxxx 0000 Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxx Xxxxxxx Email: ###############@xxx.xxx With a copy to Xxxx Xxxxxxxx LLP 00 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxx Xxxxxx, Esq. Email: #########@xxxxxxxxxxxx.xxx SELLER’S EXHIBIT XVII FORM OF CASH MANAGEMENT ACCOUNT INFORMATION Bank: JPMorgan Chase Bank, N.A. Account Name: KKR Real Estate Finance Holdings LP ABA Number: ######### Account Number: ########## Attention: JPM Service Team (Phone Number - ###-###-####)BANK NOTICE [DATE] [CASH MANAGEMENT BANK] [Address]

Appears in 1 contract

Samples: Uncommitted Master Repurchase Agreement (Colony Financial, Inc.)

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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 Neither Seller nor any servicer shall take make or agree to any material action extension, amendment, waiver, termination, rescission, cancellation, release or effect any other material modification to the terms of, or amendment any collateral, guaranty or indemnity for, or the exercise of any material right or remedy of a holder (including all lending, corporate rights, remedies, consents, approvals and waivers) of, the Loan or any documents securing or relating to any Purchased Asset the Loan, 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 CMTG WF FINANCE LLC By: Name: Title: Date: [ ] [ ], 201[ ] Agreed and accepted this [ ] day of [ ], 201[ ] [ ] 20 , a , as Borrower By: Name: Title: EXHIBIT L-1 FORM OF H-1 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 21September 29, 2015 2021 (as amended, supplemented or otherwise modified from time to time, the “Master Repurchase and Securities Contract”), among KREF Lending I between CMTG WF FINANCE LLC, as Sellera Delaware limited liability company, and Xxxxx Fargo BankXXXXX FARGO BANK, National AssociationNATIONAL ASSOCIATION, a national banking association (“WFBNA”), as Buyera Buyer (together with its successors and assigns), and each Buyer from time to time party thereto. Pursuant to the provisions of Section 12.06 of the Master Repurchase and Securities Contract, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Repurchase Obligations Asset(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-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 WFBNA and Seller with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E, E (as applicable). By executing this certificate, the undersigned agrees that (1) if the information provided on in this certificate changes, the undersigned shall promptly so inform the Seller, and (2) the undersigned shall have at all times furnished the Seller and WFBNA 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 in the Master Repurchase and Securities Contract and used herein shall have the meanings given to them in the Master Repurchase and Securities Contract. [NAME OF BUYER] By: Name: Title: Date: , 20[ ] 20 EXHIBIT L-2 FORM OF H-2 U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants 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 21September 29, 2015 2021 (as amended, supplemented or otherwise modified from time to time, the “Master Repurchase and Securities Contract”), among KREF Lending I between CMTG WF FINANCE LLC, as Sellera Delaware limited liability company, and Xxxxx Fargo BankXXXXX FARGO BANK, National AssociationNATIONAL ASSOCIATION, a national banking association (“WFBNA”), as Buyera Buyer (together with its successors and assigns), and each Buyer from time to time party thereto. Pursuant to the provisions of Section 12.06 of the Master Repurchase and Securities Contract, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation 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-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 its participating Buyer with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E, E (as applicable). By executing this certificate, the undersigned agrees that (1) if the information provided on in this certificate changes, the undersigned shall promptly so inform such Buyer in writingBuyer, and (2) the undersigned shall have at all times furnished such Buyer 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 in the Master Repurchase and Securities Contract and used herein shall have the meanings given to them in the Master Repurchase and Securities Contract. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] 20 EXHIBIT L-3 FORM OF H-3 U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Master Repurchase and Securities Contract dated as of October 21September 29, 2015 2021 (as amended, supplemented or otherwise modified from time to time, the “Master Repurchase and Securities Contract”), among KREF Lending I between CMTG WF FINANCE LLC, as Sellera Delaware limited liability company, and Xxxxx Fargo BankXXXXX FARGO BANK, National AssociationNATIONAL ASSOCIATION, a national banking association (“WFBNA”), as Buyera Buyer (together with its successors and assigns), and each Buyer from time to time party thereto. Pursuant to the provisions of Section 12.06 of the Master Repurchase and Securities Contract, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, 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-ten percent shareholder of the Seller 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 Seller as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Buyer with 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 IRS Form W-8BEN-E, E (as applicable, ) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E, E (as applicable, ) 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 in this certificate changes, the undersigned shall promptly so inform such Buyer Buyer, and (2) the undersigned shall have at all times furnished such Buyer 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 in the Master Repurchase and Securities Contract and used herein shall have the meanings given to them in the Master Repurchase and Securities Contract. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] 20 EXHIBIT L-4 FORM OF H-4 U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Buyers That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Master Repurchase and Securities Contract dated as of October 21September 29, 2015 2021 (as amended, supplemented or otherwise modified from time to time, the “Master Repurchase and Securities Contract”), among KREF Lending I between CMTG WF FINANCE LLC, as Sellera Delaware limited liability company, and Xxxxx Fargo BankXXXXX FARGO BANK, National AssociationNATIONAL ASSOCIATION, a national banking association (“WFBNA”), as Buyera Buyer (together with its successors and assigns), and each Buyer from time to time party thereto. Pursuant to the provisions of Section 12.06 of the Master Repurchase and Securities Contract, the undersigned hereby certifies that (i) it is the sole record owner of the Repurchase Obligations Asset(s) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Repurchase ObligationsAsset(s), (iii) with respect to the extension of credit pursuant to this Master Repurchase and Securities Contract or any other Repurchase Document, 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-ten percent shareholder of the Seller 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 Seller as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the WFBNA and Seller with 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 IRS Form W-8BEN-E, E (as applicable, ) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E, E (as applicable, ) 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 in this certificate changes, the undersigned shall promptly so inform the Seller, and (2) the undersigned shall have at all times furnished the Seller and WFBNA 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 in the Master Repurchase and Securities Contract and used herein shall have the meanings given to them in the Master Repurchase and Securities Contract. [NAME OF BUYER] By: Name: Title: Date: , 20 EXHIBIT I FORM OF RESIDUAL PLEDGE AGREEMENT ORIGINATOR PLEDGE AND SECURITY AGREEMENT THIS ORIGINATOR PLEDGE AND SECURITY AGREEMENT, dated as of [ ], 20[ ] ANNEX 1 BUYER’S LOCATION Xxxxx Fargo Bank(as amended, National Association One Xxxxx Fargo Center 000 Xxxxx Xxxxxxx Xxxxxx MAC X0000-000restated, 00xx Xxxxx Xxxxxxxxxsupplemented or otherwise modified and in effect from time to time, Xxxxx Xxxxxxxx 00000 Attention: Xxxxx Xxxxx SELLER’S LOCATION KREF Lending I LLC 0 Xxxx 00xx Xxxxxxthis “Agreement”), Xxxxx 0000 Xxx Xxxxby [ ], Xxx Xxxx 00000 Attention: Xxxxxxx Xxxxxxx Email: ###############@xxx.xxx With a copy to Xxxx Xxxxxxxx LLP 00 Xxxx 00xx Xxxxxx Xxx Xxxx[ ], Xxx Xxxx 00000 Attention: Xxxx Xxxxxxas pledgor (“Originator Pledgor”), Esq. Email: #########@xxxxxxxxxxxx.xxx SELLER’S ACCOUNT INFORMATION Bank: JPMorgan Chase Bankfor the benefit of XXXXX FARGO BANK, N.A. Account Name: KKR Real Estate Finance Holdings LP ABA Number: ######### Account Number: ########## Attention: JPM Service Team NATIONAL ASSOCIATION, as pledgee (Phone Number - ###-###-####“Pledgee”).

Appears in 1 contract

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

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