Common use of Senior Participations Clause in Contracts

Senior Participations. With respect to each Purchased Asset that is a Participation Interest: (i) either (A) the Participation Interest is treated as a real estate asset for purposes of Section 856(c) of the Code, and the interest payable pursuant to such Participation Interest is treated as interest on an obligation secured by a mortgage on real property or on an interest in real property for purposes of Section 856(c) of the Code, or (B) the Participation Interest qualifies as a security that would not otherwise cause any parent REIT to fail to qualify as a REIT under the Code (including after the sale, transfer and assignment to Buyer of such Participation Interest); (ii) to the actual knowledge of Seller, as of the Closing Date, the related participating Person was not a debtor in any outstanding proceeding pursuant to the federal bankruptcy code; and (iii) Seller has not received written notice of any outstanding liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind for which the holder of such Participation Interest is or may become obligated. EXHIBIT IV FORM OF BAILEE AGREEMENT CMTG MS Finance LLC c/o Mack Real Estate Group 00 Xxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 _______________ __, 20__ [ ] Re: Bailee Agreement (this “Bailee Agreement”) in connection with the sale of [______________] by CMTG MS Finance LLC (“Seller”) to Xxxxxx Xxxxxxx Bank, N.A., as buyer (together with its permitted successors and assigns, “Buyer”) Ladies and Gentlemen: In consideration of the mutual premises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller, Buyer and [_________] (“Bailee”) hereby agree as follows:

Senior Participations. With respect to each Purchased Asset that is a Participation Interest: (i) either (A) the Participation Interest is treated as a real estate asset for purposes of Section 856(c) of the Code, and the interest payable pursuant to such Participation Interest is treated as interest on an obligation secured by a mortgage on real property or on an interest in real property for purposes of Section 856(c) of the Code, or (B) the Participation Interest qualifies as a security that would not otherwise cause any parent REIT to fail to qualify as a REIT under the Code (including after the sale, transfer and assignment to Buyer of such Participation Interest); (ii) to the actual knowledge Knowledge of Seller, as of the Closing Purchase Date, the related participating Person was not a debtor in any outstanding proceeding pursuant to the federal bankruptcy code; and (iii) Seller has not received written notice of any outstanding liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind for which the holder of such Participation Interest is or may become obligated. EXHIBIT IV FORM OF BAILEE AGREEMENT CMTG MS Finance LLC c/o Mack Real Estate Group 00 Xxxxxxxx Xxxxxx[SELLER’S NAME AND ADDRESS] , 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 _______________ __, 20__ 20 [ ] Re: Bailee Agreement (this “Bailee Agreement”) in connection with the sale of [______________[ ] by CMTG MS Finance LLC TPG RE FINANCE 12, LTD. (“Seller”) to Xxxxxx Xxxxxxx Bank, N.A., as buyer (together with its permitted successors and assigns, “Buyer”) Ladies and Gentlemen: Reference is made to that certain Master Repurchase and Securities Contract Agreement dated as of May 4, 2016, among Seller and Buyer (the “Repurchase Agreement”). In consideration of the mutual premises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller, Buyer and [_________[ ] (“Bailee”) hereby agree as follows:

Senior Participations. With respect to each Purchased Asset that is a Participation Interest: (i) either (A) the Participation Interest is treated as a real estate asset for purposes of Section 856(c) of the Code, and the interest payable pursuant to such Participation Interest is treated as interest on an obligation secured by a mortgage on real property or on an interest in real property for purposes of Section 856(c) of the Code, or (B) the Participation Interest qualifies as a security that would not otherwise cause any parent REIT to fail to qualify as a REIT under the Code (including after the sale, transfer and assignment to Buyer Administrative Agent, on behalf of Buyers, of such Participation Interest); (ii) to the actual knowledge of Seller, as of the Closing Purchase Date, the related participating Person was not a debtor in any outstanding proceeding pursuant to the federal bankruptcy code; and (iii) Seller has not received written notice of any outstanding liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind for which the holder of such Participation Interest is or may become obligated. EXHIBIT IV FORM OF BAILEE AGREEMENT CMTG MS Finance LLC c/o Mack Real Estate Group 00 Xxxxxxxx REPRESENTATIONS AND WARRANTIES REGARDING EACH PURCHASED ASSET THAT IS A MEZZANINE LOAN With respect to each Purchased Asset that is a Mezzanine Loan and the related Mortgaged Property or Mortgaged Properties, on the related Purchase Date and at all times while this Agreement and any Transaction contemplated hereunder is in effect, Seller shall be deemed to make the following representations and warranties to Administrative Agent, on behalf of Buyers, as of such date; provided, however, that, with respect to any Purchased Asset, such representations and warranties shall be deemed to be modified by any Exception Report delivered by Seller to Administrative Agent, on behalf of Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 _______________ __, 20__ [ ] Re: Bailee Agreement (this “Bailee Agreement”) in connection prior to the issuance of a Confirmation with the sale of [______________] by CMTG MS Finance LLC (“Seller”) to Xxxxxx Xxxxxxx Bank, N.A., as buyer (together with its permitted successors and assigns, “Buyer”) Ladies and Gentlemen: In consideration of the mutual premises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller, Buyer and [_________] (“Bailee”) hereby agree as follows:respect thereto.

Senior Participations. With respect to each Purchased Asset that is a Participation Interest: Interest (i) either (A) the Participation Interest is treated as a real estate asset for purposes of Section 856(c) of the Code, and the interest payable pursuant to such Participation Interest is treated as interest on an obligation secured by a mortgage on real property or on an interest in real property for purposes of Section 856(c) of the Code, or (B) the Participation Interest qualifies as a security that would not otherwise cause any parent REIT to fail to qualify as a REIT under the Code (including after the sale, transfer and assignment to Buyer of such Participation Interest); (ii) to the actual knowledge of Seller, as of the Closing Date, the related participating Person was not a debtor in any outstanding proceeding pursuant to the federal bankruptcy code; and (iii) Seller has not received written notice of any outstanding liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind for which the holder of such Participation Interest is or may become obligated. EXHIBIT IV VI FORM OF BAILEE AGREEMENT CMTG MS Finance LLC c/o Mack Real Estate Group 00 Xxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 [SELLER’S NAME AND ADDRESS] _______________ __, 20__ [ ] Re: Bailee Agreement (this the “Bailee Agreement”) in connection with the sale of [______________] by CMTG MS Finance LXXX Warehouse II LLC (“Seller”) to Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx Bank, N.A., as buyer (together with its permitted successors and assigns, “Buyer”) Ladies and Gentlemen: In consideration of the mutual premises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller, Buyer and [_________] (“Bailee”) hereby agree as follows:

Senior Participations. With respect to each Purchased Asset that is a Participation Interest: (i) either (A) the Participation Interest is treated as a real estate asset for purposes of Section 856(c) of the Code, and the interest payable pursuant to such Participation Interest is treated as interest on an obligation secured by a mortgage on real property or on an interest in real property for purposes of Section 856(c) of the Code, or (B) the Participation Interest qualifies as a security that would not otherwise cause any parent REIT to fail to qualify as a REIT under the Code (including after the sale, transfer and assignment to Buyer of such Participation Interest); (ii) to the actual knowledge of Seller, as of the Closing Date, the related participating Person was not a debtor in any outstanding proceeding pursuant to the federal bankruptcy code; and (iii) Seller has not received written notice of any outstanding liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind for which the holder of such Participation Interest is or may become obligated. EXHIBIT IV FORM OF BAILEE AGREEMENT CMTG TH COMMERCIAL MS Finance II, LLC c/o Mack Real Estate Group 00 Xxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 _______________ __, 20__ [SELLER ADDRESS] [ ] Re: Bailee Agreement (this “Bailee Agreement”) in connection with the sale of [______________[ ] by CMTG TH Commercial MS Finance II, LLC (“Seller”) to Xxxxxx Xxxxxxx Bank, N.A., as buyer (together with its permitted successors and assigns, “Buyer”) Ladies and Gentlemen: In consideration of the mutual premises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller, Buyer and [_________[ ] (“Bailee”) hereby agree as follows: