LUMENT FINANCE TRUST, INC. (a Maryland corporation) 2,400,000 Shares of 7.875% Series A Cumulative Redeemable Preferred Stock (Liquidation Preference $25.00 per share) UNDERWRITING AGREEMENT Dated: April 28, 2021 LUMENT FINANCE TRUST, INC. (a Maryland...Underwriting Agreement • May 4th, 2021 • Lument Finance Trust, Inc. • Real estate investment trusts • New York
Piper Sandler & Co. Raymond James & Associates, Inc. as representatives of the several underwriters named in Schedule A hereto
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • March 15th, 2022 • Lument Finance Trust, Inc. • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of ____________, between Lument Finance Trust, Inc., a Maryland corporation (the “Company”), and ____________ (“Indemnitee”).
INDENTURE Dated as of [___________], [____] Between LUMENT FINANCE TRUST, INC., as Issuer and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee Senior Debt Securities CERTAIN SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 310 THROUGH 318 INCLUSIVE,...Indenture • July 23rd, 2021 • Lument Finance Trust, Inc. • Real estate investment trusts • New York
INDENTURE, dated as of [____________], [____], between Lument Finance Trust, Inc., a corporation duly organized and existing under the laws of Maryland (the “Company”), and Wilmington Trust, National Association, a national banking association, as Trustee (the “Trustee”).
OAKS FUNDING LLC Depositor WELLS FARGO BANK, N.A. Master Servicer and Securities Administrator and Wilmington Savings Fund Society, FSB, d/b/a Christiana Trust Trustee for the benefit of Oaks Mortgage Trust Series 2015-1 POOLING AND SERVICING...Pooling and Servicing Agreement • May 7th, 2015 • Five Oaks Investment Corp. • Real estate investment trusts • Delaware
This POOLING AND SERVICING AGREEMENT, dated as of April 1, 2015 (the “Agreement”), by and among OAKS FUNDING LLC, a Delaware limited liability company, as depositor (the “Depositor”), Wilmington Savings Fund Society, FSB, d/b/a Christiana Trust, a federal savings bank, as trustee (the “Trustee”) for the benefit of Oaks Mortgage Trust Series 2015-1 (the “Trust”), and WELLS FARGO BANK, N.A., a national banking association, in its dual capacities as master servicer (the “Master Servicer”) and securities administrator (the “Securities Administrator”).
Shares of Common Stock (par value $0.01 per share) EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • October 13th, 2017 • Five Oaks Investment Corp. • Real estate investment trusts • New York
Master Repurchase AgreementMaster Repurchase Agreement • December 20th, 2012 • Five Oaks Investment Corp. • Real estate investment trusts • New York
MASTER REPURCHASE AGREEMENT Between BARCLAYS BANK PLC, as Purchaser and Agent, FIVE OAKS ACQUISITION CORP., as Seller and FIVE OAKS INVESTMENT CORP., as Guarantor Dated as of July 29, 2014Master Repurchase Agreement • August 7th, 2014 • Five Oaks Investment Corp. • Real estate investment trusts • New York
COLLATERAL MANAGEMENT AGREEMENTCollateral Management Agreement • July 12th, 2023 • Lument Finance Trust, Inc. • Real estate investment trusts
This Collateral Management Agreement, dated as of July 12, 2023 (this “Agreement”), is entered into by and between LMF 2023-1, LLC, a Delaware limited liability company (together with successors and assigns permitted hereunder, the “Issuer”) and Lument Investment Management, LLC, a Delaware limited liability company (together with its successors and assigns, the “Collateral Manager”). Capitalized terms used herein but not otherwise defined herein shall have the respective meanings ascribed thereto in the Indenture and Security Agreement, dated as of the date hereof (the “Indenture”), by and among the Issuer, Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”), Computershare Trust Company, National Association, as note administrator (the “Note Administrator”) and custodian, and Lument Commercial Mortgage Trust (“LCMT”), as advancing agent.
GUARANTYGuaranty • February 26th, 2014 • Five Oaks Investment Corp. • Real estate investment trusts • New York
GUARANTY, dated as of February 25, 2014 (as amended, supplemented, or otherwise modified from time to time, this “Guaranty”), made by Five Oaks Investment Corp., a Maryland corporation (the “Guarantor”), in favor of Credit Suisse First Boston Mortgage Capital, LLC (the “Buyer”).
CREDIT AGREEMENT dated as of July 12, 2023 among LMF 2023-1, LLC, as Borrower, MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, as Lead Lender, and COMPUTERSHARE TRUST COMPANY, N.A., as Loan Agent, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee, and...Credit Agreement • July 12th, 2023 • Lument Finance Trust, Inc. • Real estate investment trusts • New York
THIS CREDIT AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of July 12, 2023, is entered into by and among LMF 2023-1, LLC, a limited liability company organized under the law of the State of Delaware, as borrower (the “Borrower”), Massachusetts Mutual Life Insurance Company, as lead lender (“Lead Lender”), Computershare Trust Company, N.A. as loan agent (the “Loan Agent”), Wilmington Trust, National Association, as trustee under the Indenture (the “Trustee”) and various financial institutions and other Persons that are, or may become, parties hereto as Lenders (together with the Lead Lender, the “Lenders” and each a “Lender”).
OAKS FUNDING LLC Depositor WELLS FARGO BANK, N.A. Master Servicer and Securities Administrator FIVE OAKS ACQUISITION CORP. Servicing Administrator and Wilmington Savings Fund Society, FSB, d/b/a Christiana Trust Trustee for the benefit of Oaks...Pooling and Servicing Agreement • November 16th, 2015 • Five Oaks Investment Corp. • Real estate investment trusts • Delaware
THIS CUSTODIAL AGREEMENT (the “Custodial Agreement”), dated as of November 1, 2015, by and among WILMINGTON SAVINGS FUND SOCIETY, FSB, D/B/A CHRISTIANA TRUST, a federal savings bank organized under the laws of the United States having an address at 500 Delaware Avenue, 11th Floor, Wilmington, Delaware 19801, Attention: Corporate Trust - Oaks Mortgage Trust Series 2015-2, not individually, but solely as trustee under the Pooling and Servicing Agreement for Oaks Mortgage Trust Series 2015-2, Mortgage Pass-Through Certificates, Series 2015-2 (the “Trust”), OAKS FUNDING LLC, a Delaware limited liability company having an address at 540 Madison Avenue, 19th Floor, New York, New York 10022, as depositor (the “Depositor”), and WELLS FARGO BANK, N.A., a national banking association having an address at 751 Kasota Avenue, Minneapolis, Minnesota 55414, Attention: Client Manager- Oaks Mortgage Trust 2015-2, as custodian (the “Custodian”).
MASTER REPURCHASE AGREEMENT CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC, as buyer (“Buyer”), and FIVE OAKS ACQUISITION CORP., as seller (“Seller”), and FIVE OAKS INVESTMENT CORP. (“Guarantor”) Dated February 25, 2014Master Repurchase Agreement • February 26th, 2014 • Five Oaks Investment Corp. • Real estate investment trusts • New York
MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • January 12th, 2015 • Five Oaks Investment Corp. • Real estate investment trusts • New York
THIS MASTER REPURCHASE AGREEMENT (the “Agreement”) is made and entered into as of December 30, 2014, by and between Bank of America, N.A., a national banking association (“Buyer”), and Five Oaks Acquisition Corp., a Delaware corporation (“Seller”).
4,000,000 Shares Five Oaks Investment Corp. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 16th, 2017 • Five Oaks Investment Corp. • Real estate investment trusts • New York
Five Oaks Investment Corp., a Maryland corporation (the “Company”), proposes to sell 4,000,000 shares (the “Underwritten Stock”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). In addition, the Company proposes to grant to the underwriters (the “Underwriters”) named in Schedule 1 attached to this agreement (this “Agreement”) an option to purchase up to 600,000 additional shares of the Common Stock on the terms set forth in Section 3 (the “Option Stock”). The Underwritten Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock.” This is to confirm the agreement concerning the purchase of the Stock from the Company by the Underwriters.
CREDIT AND GUARANTY AGREEMENT by and among HUNT COMPANIES FINANCE TRUST, INC. as Borrower, FIVE OAKS ACQUISITION CORP. AND HUNT CMT EQUITY, LLC as Guarantors, THE LENDERS PARTIES HERETO FROM TIME TO TIME as the Lenders, CORTLAND CAPITAL MARKET...Credit and Guaranty Agreement • January 18th, 2019 • Hunt Companies Finance Trust, Inc. • Real estate investment trusts • New York
Five Oaks Investment Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • May 27th, 2014 • Five Oaks Investment Corp. • Real estate investment trusts • New York
INDENTURE Dated as of [____________], [____] Between LUMENT FINANCE TRUST, INC., as Issuer and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee Subordinated Debt Securities CERTAIN SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 310 THROUGH 318...Indenture • July 23rd, 2021 • Lument Finance Trust, Inc. • Real estate investment trusts • New York
INDENTURE, dated as of [____________], [____], between Lument Finance Trust, Inc., a corporation duly organized and existing under the laws of Maryland (the “Company”), and Wilmington Trust, National Association, a national banking association, as Trustee (the “Trustee”).
Up to 37,421,825 Shares of Common Stock Issuable Upon the Exercise of Transferable Rights to Subscribe for Such Shares of Common Stock DEALER MANAGER AGREEMENTDealer Manager Agreement • January 10th, 2022 • Lument Finance Trust, Inc. • Real estate investment trusts • New York
WARRANT TERMINATION AGREEMENTWarrant Termination Agreement • January 18th, 2018 • Five Oaks Investment Corp. • Real estate investment trusts • New York
THIS WARRANT TERMINATION AGREEMENT, dated as of January 18, 2018 (this “Agreement”), is by and among Five Oaks Investment Corp, a Maryland Corporation (“Five Oaks”), and XL Investments Ltd, a Bermuda limited liability company (“Holder”).
MANAGEMENT AGREEMENT by and between HUNT COMPANIES FINANCE TRUST and OREC INVESTMENT MANAGEMENT, LLC Dated as of January 3, 2020Management Agreement • January 6th, 2020 • Hunt Companies Finance Trust, Inc. • Real estate investment trusts • New York
This MANAGEMENT AGREEMENT is dated as of January 3, 2020 (the “Effective Date”), by and between Hunt Companies Finance Trust, a Maryland corporation (the “Company”), and OREC Investment Management, LLC, a Delaware limited liability company (the “Manager”).
SECURITIES PURCHASE AGREEMENT between HUNT COMPANIES FINANCE TRUST, INC. and OREC INVESTMENT HOLDINGS, LLC dated as of January 3, 2020 SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 6th, 2020 • Hunt Companies Finance Trust, Inc. • Real estate investment trusts • New York
This Securities Purchase Agreement (this “Agreement”), dated as of January 3, 2020 is entered into by and between Hunt Companies Finance Trust, Inc., a Maryland corporation (the “Company”) and OREC Investment Holdings, LLC, a Delaware limited liability company (the “Investor”).
MORTGAGE LOAN PURCHASE AND SERVICING AGREEMENT between FIVE OAKS ACQUISITION CORP., as Seller and Servicing Administrator, and J.P. MORGAN MORTGAGE ACQUISITION CORP., as Purchaser Dated as of September 26, 2014 Fixed and Adjustable Rate Mortgage LoansMortgage Loan Purchase and Servicing Agreement • October 15th, 2014 • Five Oaks Investment Corp. • Real estate investment trusts • New York
THIS MORTGAGE LOAN PURCHASE AND SERVICING AGREEMENT (the “Agreement”), dated as of September 26, 2014, is hereby executed by and between J.P. Morgan Mortgage Acquisition Corp., a Delaware corporation, as purchaser (the “Purchaser”) and Five Oaks Acquisition Corp., a Delaware corporation, in its capacity as seller (the “Seller”) and in its capacity as owner of the mortgage servicing rights (the “Servicing Administrator”).
FIVE OAKS INVESTMENT CORP. MASTER SERVICES AGREEMENTMaster Services Agreement • February 21st, 2013 • Five Oaks Investment Corp. • Real estate investment trusts • New York
This MASTER SERVICES AGREEMENT (this “Agreement”) made as of the 1st day of June, 2012 (the “Effective Date”) by and among the following parties (the “Parties”):
AMENDED AND RESTATED BOARD OBSERVER RIGHTS LETTERBoard Observer Rights Letter • January 23rd, 2013 • Five Oaks Investment Corp. • Real estate investment trusts
Dated as of April 30, 2018 HUNT MORTGAGE GROUP, LLCandFIVE OAKS INVESTMENT CORP. MEMBERSHIP INTEREST PURCHASE AGREEMENT 762328-4-26-v3.0 80-40654266Membership Interest Purchase Agreement • November 13th, 2018 • Hunt Companies Finance Trust, Inc. • Real estate investment trusts • New York
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this "Agreement"), dated as of April 30, 2018 by and between HUNT MORTGAGE GROUP, LLC, a Delaware limited liability company ("Seller"), an indirect wholly owned subsidiary of Hunt Companies, Inc., a Delaware corporation, and FIVE OAKS INVESTMENT CORP., a Maryland corporation ("Purchaser"). Each of Seller and Purchaser is a "Party" and are referred to collectively herein as the "Parties."
SERVICING AGREEMENT dated as of July 12, 2023 by and among LMF 2023-1, LLC, as Issuer LUMENT INVESTMENT MANAGEMENT, LLC as Collateral Manager LUMENT REAL ESTATE CAPITAL, LLC as Servicer LUMENT REAL ESTATE CAPITAL, LLC as Special Servicer LUMENT...Servicing Agreement • July 12th, 2023 • Lument Finance Trust, Inc. • Real estate investment trusts • New York
This SERVICING AGREEMENT, dated as of July 12, 2023, by and among LMF 2023-1, LLC, an Delaware limited liability company (the “Issuer”), LUMENT INVESTMENT MANAGEMENT, LLC, a Delaware limited liability company (the “Collateral Manager”), LUMENT REAL ESTATE CAPITAL, LLC, as servicer (in such capacity, the “Servicer”) and as special servicer (in such capacity, the “Special Servicer”), LUMENT COMMERCIAL MORTGAGE TRUST, as advancing agent (the “Advancing Agent”), WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee (the “Trustee”), and COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as note administrator (the “Note Administrator”).
REGISTRATION RIGHTS AGREEMENT by HUNT COMPANIES FINANCE TRUST, INC. and OREC INVESTMENT HOLDINGS, LLC DATED AS OF JANUARY 3, 2020Registration Rights Agreement • January 6th, 2020 • Hunt Companies Finance Trust, Inc. • Real estate investment trusts • New York
REGISTRATION RIGHTS AGREEMENT, dated as of January 3, 2020 (this “Agreement”), between Hunt Companies Finance Trust, Inc., a Maryland corporation (the “Company”) and OREC Investment Holdings, LLC, a Delaware limited liability company (“ORIX”).
FIVE OAKS INVESTMENT CORP. WARRANT TO PURCHASE THE DESIGNATED NUMBER (AS DEFINED BELOW) OF SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHAREWarrant Agreement • April 29th, 2016 • Five Oaks Investment Corp. • Real estate investment trusts • New York
For VALUE RECEIVED, XL Investments Ltd (“Warrantholder”), is entitled to purchase, subject to the provisions of this Warrant, from Five Oaks Investment Corp., a Maryland corporation (the “Company ”), commencing July 25, 2013, 120 days after the closing of the Company’s initial public offering (the “IPO”), but not later than 5:00 P.M., Eastern time, on the Expiration Date (as defined above), at an exercise price per share equal to $15.75, 105% of the IPO price for the Company’s common stock (the exercise price in effect being herein called the “Warrant Price”), the Designated Number (as defined below) of shares (“Warrant Shares”) of the Company’s common stock, par value $0.01 per share (“Common Stock”). The number of Warrant Shares purchasable upon exercise of this Warrant and the Warrant Price shall be subject to adjustment from time to time as described herein. In no event shall the Company be required to net cash settle the warrant exercise. For purposes of this Warrant, the “Designa
CSMC TRUST 2014-OAK1 MORTGAGE PASS-THROUGH CERTIFICATES MORTGAGE LOAN PURCHASE AND SALE AGREEMENT Between FIVE OAKS ACQUISITION CORP. and CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP. dated as of December 23, 2014Mortgage Loan Purchase and Sale Agreement • January 12th, 2015 • Five Oaks Investment Corp. • Real estate investment trusts • New York
This Mortgage Loan Purchase and Sale Agreement (the “Agreement”) is made as of December 23, 2014, by and between Five Oaks Acquisition Corp., a Delaware corporation (“Five Oaks” or the “Seller”), and Credit Suisse First Boston Mortgage Securities Corp., a Delaware corporation (“CSFBMSC”). Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement dated as of December 1, 2014 (the “Pooling and Servicing Agreement”) among CSFBMSC, Christiana Trust, a division of Wilmington Savings Fund Society, FSB as trustee (the “Trustee”), Select Portfolio Servicing, Inc. as a servicer (“SPS”) and Wells Fargo Bank, N.A. as master servicer and securities administrator.
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • August 10th, 2020 • Hunt Companies Finance Trust, Inc. • Real estate investment trusts • New York
This Purchase and Sale Agreement (this “Agreement”) is made and entered into effective as of August __, 2020, by and among Hunt Companies Finance Trust, Inc. (“HCFT”) and OREC Structured Finance Co., LLC (“OSF”).
SECOND AMENDMENT TO CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • August 10th, 2020 • Hunt Companies Finance Trust, Inc. • Real estate investment trusts • New York
THIS SECOND AMENDMENT TO CREDIT AND GUARANTY AGREEMENT (this “Amendment”) is dated as of July 9, 2020 and is entered into by and among, on the one hand, the lenders identified on the signature pages hereof (the “Lenders”) which Lenders constitutes the Required Lenders under the Credit Agreement, Cortland Capital Market Services LLC, as the administrative agent for the Lenders (in such capacity, together with its successors and permitted assigns in such capacity, “Administrative Agent”) and as the collateral agent for the Secured Parties (in such capacity, together with its successors and permitted assigns in such capacity, “Collateral Agent” and, together with the Administrative Agent, the “Agents”), and, on the other hand, Hunt Companies Finance Trust, Inc. a Maryland corporation (“Borrower”), and is made with reference to that certain Credit and Guaranty Agreement, dated January 15, 2019 (as amended by that certain First Amendment to Credit and Guaranty Agreement, dated as of Februar
AMENDMENT NO. 1 TO FUTURE FUNDING AGREEMENTFuture Funding Agreement • August 10th, 2020 • Hunt Companies Finance Trust, Inc. • Real estate investment trusts
August 5, 2020 (this “Amendment”), is entered into by and among HUNT CRE 2017-FL1 SELLER, LLC (“Seller”), HUNT COMMERCIAL MORTGAGE TRUST (“Pledgor”), ORIX REAL ESTATE CAPITAL HOLDINGS, LLC (“Future Funding Indemnitor”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee (“Secured Party”), and OREC STRUCTURED FINANCE CO., LLC (“OSF”).
AMENDMENT NO. 2 TO THE SUBSCRIPTION AGREEMENTSubscription Agreement • March 26th, 2013 • Five Oaks Investment Corp. • Real estate investment trusts • New York
This Amendment No. 2 (“this Amendment”), dated as of March 20, 2013, amends the Subscription Agreement, dated as of May 16, 2012 (the “Agreement”), between XL Investments Ltd (“XL Investments”), a Bermuda limited liability company, and Five Oaks Investment Corp., a Maryland corporation (the “Company”). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings assigned to them in the Agreement.
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • May 25th, 2018 • Hunt Companies Finance Trust, Inc. • Real estate investment trusts • New York
This TRADEMARK LICENSE AGREEMENT (“Agreement”) is made and entered into as of May 24, 2018, by and between Hunt Companies, Inc. (“Licensor”) and Five Oaks Investment Corp., a Maryland corporation (“Licensee”).
AMENDED AND RESTATED THIRD AMENDMENT TO CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • March 15th, 2024 • Lument Finance Trust, Inc. • Real estate investment trusts • New York
THIS AMENDED AND RESTATED THIRD AMENDMENT TO CREDIT AND GUARANTY AGREEMENT (this “A&R Amendment”) is dated as of August 23, 2021 and is entered into by and among, on the one hand, the lenders identified on the signature pages hereof (the “Lenders”) which Lenders constitutes the Required Lenders under the Credit Agreement, Cortland Capital Market Services LLC, as the administrative agent for the Lenders (in such capacity, together with its successors and permitted assigns in such capacity, “Administrative Agent”) and as the collateral agent for the Secured Parties (in such capacity, together with its successors and permitted assigns in such capacity, “Collateral Agent” and, together with the Administrative Agent, the “Agents”), and, on the other hand, Lument Finance Trust, Inc. (formerly known as Hunt Companies Finance Trust, Inc.), a Maryland corporation (“Borrower”), and is made with reference to that certain Credit and Guaranty Agreement, dated January 15, 2019 (as amended by that ce
