2- were directors as of the Effective Date or whose election for nomination for election was previously so approved. (c) “Corporate Status” means the status of a person as a present or former director, officer, employee or agent of the Company or as a...Indemnification Agreement • November 14th, 2016 • Realty Finance Trust, Inc. • Real estate investment trusts • Maryland
AGREEMENT OF LIMITED PARTNERSHIP OF ARC REALTY FINANCE OPERATING PARTNERSHIP, L.P. Date as of February 12, 2013Limited Partnership Agreement • May 15th, 2013 • ARC Realty Finance Trust, Inc. • Real estate investment trusts • Delaware
THIS AGREEMENT OF LIMITED PARTNERSHIP OF ARC REALTY FINANCE OPERATING PARTNERSHIP, L.P. (this “Agreement”) dated as of February 12, 2013, is entered into among ARC REALTY FINANCE TRUST, INC., a Maryland corporation, as general partner (the “General Partner”), and ARC REALTY FINANCE SPECIAL LIMITED PARTNERSHIP, LLC, a Delaware limited liability company, as Limited Partner (the “Initial Limited Partner” and “Special Limited Partner”), and the Limited Partners party hereto from time to time.
ARC REALTY FINANCE TRUST, INC. UP TO 96,842,105 SHARES OF COMMON STOCK AMENDED AND RESTATED EXCLUSIVE DEALER MANAGER AGREEMENTExclusive Dealer Manager Agreement • May 15th, 2013 • ARC Realty Finance Trust, Inc. • Real estate investment trusts • New York
ARC Realty Finance Trust, Inc. (the “Company”) is a Maryland corporation that intends to qualify to be taxed as a real estate investment trust (a “REIT”) for federal income tax purposes beginning with the taxable year ending December 31, 2013, or the first year during which the Company begins material operations. The Company proposes to offer (a) up to 80,000,000 shares (the “Primary Shares”) of its common stock, $.01 par value per share, (the “Common Stock”), in the primary offering (the “Primary Offering”), and (b) up to 16,842,105 shares of its Common Stock (the “DRP Shares” and, together with the Primary Shares, the “Shares”) for issuance through the Company’s distribution reinvestment plan (the “DRP” and together with the Primary Offering, the “Offering”) (subject to the right of the Company to reallocate such Shares between the Primary Shares and the DRP Shares), all upon the other terms and subject to the conditions set forth in the Prospectus (as defined in Section 1(a)). Initi
ADVISORY AGREEMENT BY AND AMONG REALTY FINANCE TRUST, INC., REALTY FINANCE OPERATING PARTNERSHIP, L.P., AND BENEFIT STREET PARTNERS L.L.C. Dated as of September 29, 2016Advisory Agreement • September 29th, 2016 • Realty Finance Trust, Inc. • Real estate investment trusts • New York
THIS ADVISORY AGREEMENT (this “Agreement”) dated as of September 29, 2016, is entered into among Realty Finance Trust, Inc., a Maryland corporation (the “Company”), Realty Finance Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), and Benefit Street Partners L.L.C., a Delaware limited liability company (the “Advisor”).
ARC REALTY FINANCE TRUST, INC. FORM OF SOLICITING DEALER AGREEMENTSoliciting Dealer Agreement • February 12th, 2013 • ARC Realty Finance Trust, Inc. • Real estate investment trusts
This Agreement shall become effective and binding with respect to the parties hereto on the date set forth on Soliciting Dealer's signature page hereto.
AMENDED AND RESTATED SUBSCRIPTION ESCROW AGREEMENTSubscription Escrow Agreement • May 15th, 2013 • ARC Realty Finance Trust, Inc. • Real estate investment trusts • New York
THIS AMENDED AND RESTATED SUBSCRIPTION ESCROW AGREEMENT dated as of March 13, 2013 (this “Agreement”), is entered into among Realty Capital Securities, LLC (the “Dealer Manager”), ARC Realty Finance Trust, Inc. (the “Company”) and UMB Bank, N.A., as escrow agent (the “Escrow Agent”).
UNCOMMITTED MASTER REPURCHASE AGREEMENT Dated as of June 18, 2014 between ARC RFT JPM LOAN, LLC, as Seller, and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as BuyerMaster Repurchase Agreement • July 11th, 2014 • ARC Realty Finance Trust, Inc. • Real estate investment trusts • New York
MASTER REPURCHASE AGREEMENT, dated as of June 18, 2014, by and between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States (“Buyer”) and ARC RFT JPM LOAN, LLC, a Delaware limited liability company (“Seller”).
MASTER REPURCHASE AND SECURITIES CONTRACT BSPRT WFB LOAN, LLC, (“Seller”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, (“Buyer”) Dated as of November 21, 2018Master Repurchase and Securities Contract • March 29th, 2019 • Benefit Street Partners Realty Trust, Inc. • Real estate investment trusts • New York
THIS MASTER REPURCHASE AND SECURITIES CONTRACT, dated as of November 21, 2018 (as amended, restated, supplemented or otherwise modified and in effect from time to time, (this “Agreement”), is made by and between BSPRT WFB LOAN, LLC, a Delaware limited liability company, as Seller (as more specifically defined below, (“Seller”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as buyer (as more specifically defined below, “Buyer”). Seller and Buyer (each also a “Party” and, collectively, the “Parties”) hereby agree as follows:
GUARANTEE AGREEMENTGuarantee Agreement • March 29th, 2019 • Benefit Street Partners Realty Trust, Inc. • Real estate investment trusts • New York
Pursuant to that certain Master Repurchase and Securities Contract, dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Repurchase Agreement”), by and between Buyer and BSPRT WFB LOAN, LLC (“Seller”), Seller has agreed to sell, from time to time, to Buyer certain Purchased Assets, as defined in the Repurchase Agreement, upon the terms and subject to the conditions as set forth therein. Pursuant to the terms of that certain Custodial Agreement, dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Custodial Agreement”), by and among Wells Fargo Bank, National Association (in such capacity, the “Custodian”), Buyer and Seller, the Custodian is required to take possession of the Purchased Assets, along with certain other documents specified in the Custodial Agreement, as the Custodian of Buyer and any future purchaser, on several delivery dates, in accordance with the terms and conditions of the C
MASTER REPURCHASE AGREEMENT Dated as of March 15, 2019 by and among BARCLAYS BANK PLC, as Purchaser, BSPRT BB FLOAT, LLC, as a Seller, andMaster Repurchase Agreement • March 29th, 2019 • Benefit Street Partners Realty Trust, Inc. • Real estate investment trusts • New York
MASTER REPURCHASE AGREEMENT, dated as of March 15, 2019 (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”), by and among BARCLAYS BANK PLC, a public limited company organized under the laws of England and Wales (including any successor thereto, “Purchaser”), BSPRT BB FLOAT, LLC, a limited liability company organized under the laws of the State of Delaware (“Floating Rate Seller”), and BSPRT BB FIXED, LLC, a limited liability company organized under the laws of the State of Delaware (“Fixed Rate Seller” and, together with Floating Rate Seller, each a “Seller” and collectively, “Sellers”).
FORM OF RESTRICTED SHARE AWARD AGREEMENT PURSUANT TO THE AMENDED AND RESTATED EMPLOYEE AND DIRECTOR INCENTIVE RESTRICTED SHARE PLAN OF BENEFIT STREET PARTNERS REALTY TRUST, INC.Restricted Share Award Agreement • March 29th, 2017 • Benefit Street Partners Realty Trust, Inc. • Real estate investment trusts • Maryland
THIS RESTRICTED SHARE AWARD AGREEMENT (this “Agreement”), made as __________, 201___, is by and between Benefit Street Partners Realty Trust, Inc., a Maryland corporation (the “Company”), and ___________ (the “Participant”).
GUARANTYGuaranty • March 29th, 2019 • Benefit Street Partners Realty Trust, Inc. • Real estate investment trusts • New York
GUARANTY, dated as of March 15, 2019 (this “Guaranty”), made by BENEFIT STREET PARTNERS REALTY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (“Guarantor”), for the benefit of BARCLAYS BANK PLC, a public limited company organized under the laws of England and Wales (“Purchaser”).
SECOND AMENDED AND RESTATED SUBSCRIPTION ESCROW AGREEMENTSubscription Escrow Agreement • August 13th, 2013 • ARC Realty Finance Trust, Inc. • Real estate investment trusts • New York
THIS SECOND AMENDED AND RESTATED SUBSCRIPTION ESCROW AGREEMENT dated as of July 26, 2013 (this “Agreement”), is entered into among Realty Capital Securities, LLC (the “Dealer Manager”), ARC Realty Finance Trust, Inc. (the “Company”) and UMB Bank, N.A., as escrow agent (the “Escrow Agent”).
GUARANTYGuaranty • January 3rd, 2017 • Realty Finance Trust, Inc. • Real estate investment trusts • New York
GUARANTY, dated as of December 27, 2016 (this “Guaranty”), made by Realty Finance Trust, Inc., a Maryland corporation (“Guarantor”), for the benefit of Goldman Sachs Bank USA, a New York State member bank (“Purchaser”).
AMENDED AND RESTATED GUARANTEE AGREEMENTGuarantee Agreement • August 23rd, 2017 • Benefit Street Partners Realty Trust, Inc. • Real estate investment trusts • New York
AMENDED AND RESTATED GUARANTEE AGREEMENT, dated as of June 12, 2017 (as amended, restated, supplemented, or otherwise modified from time to time, this “Guarantee”), made by Benefit Street Partners Realty Trust, Inc. (f/k/a Realty Finance Trust, Inc., f/k/a ARC Realty Finance Trust, Inc.), a Maryland corporation (“Guarantor”) in favor of JPMorgan Chase Bank, National Association, a national banking association organized under the laws of the United States (“Buyer”).
GUARANTYGuaranty • October 8th, 2014 • ARC Realty Finance Trust, Inc. • Real estate investment trusts • New York
GUARANTY, dated as of September 5, 2014 (this “Guaranty”), made by ARC Realty Finance Trust, Inc. a Maryland corporation (the “Guarantor”), for the benefit of Barclays Bank PLC, a public limited company organized under the laws of England and Wales (“Purchaser”).
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ARC REALTY FINANCE OPERATING PARTNERSHIP, L.P. Dated as of December 31, 2014 AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ARC REALTY FINANCE OPERATING PARTNERSHIP, L.P.Limited Partnership Agreement • January 6th, 2015 • ARC Realty Finance Trust, Inc. • Real estate investment trusts • Delaware
This Limited Partnership Agreement is entered into as of December 31, 2014, between ARC Realty Finance Trust, Inc., a Maryland corporation, as the General Partner, and ARC Realty Finance Trust LP, LLC, a Delaware limited liability company (the “ARC Limited Partner”). Capitalized terms used herein but not otherwise defined shall have the meanings given to them in Article 1.
GUARANTYGuaranty • September 7th, 2017 • Benefit Street Partners Realty Trust, Inc. • Real estate investment trusts • New York
GUARANTY, dated as of August 31, 2017 (as amended, restated, supplemented, or otherwise modified from time to time, this “Guaranty”), made by BENEFIT STREET PARTNERS REALTY TRUST, INC., a real estate investment trust organized under the laws of the State of Maryland (the “Guarantor”), in favor of COLUMN FINANCIAL, INC. (the “Administrative Agent”), as Administrative Agent on behalf of Buyers.
MASTER REPURCHASE AGREEMENT COLUMN FINANCIAL, INC., as administrative agent (the “Administrative Agent”), CREDIT SUISSE AG, a company incorporated in Switzerland, acting through its CAYMAN ISLANDS BRANCH (a “Buyer”), ALPINE SECURITIZATION LTD (a...Master Repurchase Agreement • September 7th, 2017 • Benefit Street Partners Realty Trust, Inc. • Real estate investment trusts • New York
PAYMENT GUARANTYPayment Guaranty • August 23rd, 2017 • Benefit Street Partners Realty Trust, Inc. • Real estate investment trusts • New York
This PAYMENT GUARANTY (as amended, modified, supplemented or restated from time to time, this “Guaranty”) is made and entered into by BENEFIT STREET PARTNERS REALTY TRUST, INC., a Maryland corporation, whose address is c/o Benefit Street Partners L.L.C., 9 West 57th Street, Suite 4920, New York, New York 10019 (“Guarantor”), for the benefit of U.S. Bank national association, a national banking association whose address is 13737 Noel Road, Suite 800, Galleria North Tower 1, Dallas, Texas 75240 (“Buyer”) on this June 14, 2017. This Guaranty is made with reference to the following facts (with some capitalized terms being defined below):
DIRECTOR RESTRICTED STOCK AWARD AGREEMENTDirector Restricted Stock Award Agreement • May 3rd, 2023 • Franklin BSP Realty Trust, Inc. • Real estate investment trusts • New York
THIS DIRECTOR RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”), which is made effective as of the date set forth on the signature page (the “Signature Page”) attached hereto (the “Date of Grant”), is between Franklin BSP Realty Trust, Inc. (together with its successors and assigns, the “Company”) and the participant identified on the Signature Page attached hereto (the “Participant”).
75,000,000 CREDIT AGREEMENT among BSPRT BB LOAN, LLC, and BSPRT FINANCE SUB- LENDER II, LLC, as Borrowers, BENEFIT STREET PARTNERS REALTY TRUST, INC., as Guarantor, The Several Lenders from Time to Time Parties Hereto, BARCLAYS BANK PLC, as Sole Lead...Credit Agreement • September 25th, 2017 • Benefit Street Partners Realty Trust, Inc. • Real estate investment trusts • New York
PURCHASE AGREEMENT by and among BENEFIT STREET PARTNERS REALTY TRUST, INC. and THE PURCHASERS NAMED ON SCHEDULE A HERETOPurchase Agreement • June 6th, 2018 • Benefit Street Partners Realty Trust, Inc. • Real estate investment trusts • New York
This PURCHASE AGREEMENT, dated as of June 1, 2018 (this “Agreement”), is by and among BENEFIT STREET PARTNERS REALTY TRUST, INC., a Maryland corporation (the “Company”), and each of the purchasers listed on Schedule A hereto (each, a “Purchaser” and collectively, the “Purchasers”).
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 23rd, 2021 • Benefit Street Partners Realty Trust, Inc. • Real estate investment trusts
THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated as of September 22, 2021 (this “Amendment”), is made and entered into by and among Benefit Street Partners Realty Trust, Inc., a Maryland corporation (“Parent”), Rodeo Sub I, LLC, a Maryland limited liability company and a wholly owned Subsidiary of Parent (“Buyer”), Capstead Mortgage Corporation, a Maryland corporation (the “Company”), and Benefit Street Partners L.L.C., a Delaware limited liability company (“Parent Manager”).
AGREEMENT OF AMENDMENT No. 3Loan and Security Agreement • March 11th, 2021 • Benefit Street Partners Realty Trust, Inc. • Real estate investment trusts • New York
Reference is made to that certain Loan and Security Agreement dated as of February 11, 2020,as amended by that certain Agreement of Amendment No. 1, dated March 26, 2020 and that certain Consent and Amendment No. 2 to Loan and Security Agreement, dated as of July 14, 2020 (as from time to time amended, supplemented, waived or otherwise modified, the “Agreement”) among Security Benefit Life Insurance Company, as lender (together with its permitted successors and assigns, and the other lenders from time to time party thereto, collectively, the “Lenders”), BSPRT OP Sub I, LLC, as borrower (the “Borrower”), Benefit Street Partners Realty Trust, Inc., Benefit Street Partners Realty Trust LP, LLC, and Benefit Street Partners Realty Operating Partnership, L.P., each as a guarantor (together, the “Guarantors” and, together with the Borrower, the “Loan Parties”), and Cortland Capital Market Services LLC, as administrative agent (the “Agent”). Capitalized terms used herein but not defined shall
AGREEMENT AND PLAN OF MERGER among BENEFIT STREET PARTNERS REALTY TRUST, INC., RODEO SUB I, LLC, CAPSTEAD MORTGAGE CORPORATION and BENEFIT STREET PARTNERS L.L.C. Dated as of July 25, 2021Merger Agreement • July 26th, 2021 • Benefit Street Partners Realty Trust, Inc. • Real estate investment trusts • Maryland
AGREEMENT AND PLAN OF MERGER, dated as of July 25, 2021 (this “Agreement”), by and among Benefit Street Partners Realty Trust, Inc., a Maryland corporation (“Parent”), Rodeo Sub I, LLC, a Maryland limited liability company and a wholly owned Subsidiary of Parent (“Buyer”), Capstead Mortgage Corporation, a Maryland corporation (the “Company”), and, solely for purposes of Sections 2.6, 3.1(b)(i)(B), 3.3(a), 3.3(i), 7.9, 7.12, 8.1, 8.2 , 9.2(b) and 9.3(c) and Articles VI and X, Benefit Street Partners L.L.C., a Delaware limited liability company (“Parent Manager”).
EXCHANGE AGREEMENTExchange Agreement • June 24th, 2022 • Franklin BSP Realty Trust, Inc. • Real estate investment trusts • New York
This EXCHANGE AGREEMENT, dated as of June 21, 2022 (this “Agreement”), is by and among Franklin BSP Realty Trust, Inc., a Maryland corporation (the “Company”), and Security Benefit Life Insurance Company (the “Purchaser”).
FIRST AMENDMENT TO REVOLVING LINE OF CREDIT AGREEMENTRevolving Line of Credit Agreement • August 13th, 2013 • ARC Realty Finance Trust, Inc. • Real estate investment trusts • New York
THIS FIRST AMENDMENT TO REVOLVING LINE OF CREDIT AGREEMENT (this “First Amendment”) is made and entered into as of this 17th day of July, 2013 (the “Effective Date”) by and between AR CAPITAL, LLC, a Delaware limited liability company (“Lender”), and ARC REALTY FINANCE TRUST, INC., a Maryland corporation (“Borrower”).
AMENDED AND RESTATED ADVISORY AGREEMENT BY AND AMONG BENEFIT STREET PARTNERS REALTY TRUST, INC., BENEFIT STREET PARTNERS REALTY OPERATING PARTNERSHIP, L.P., AND BENEFIT STREET PARTNERS L.L.C. Dated as of January 19, 2018Advisory Agreement • January 23rd, 2018 • Benefit Street Partners Realty Trust, Inc. • Real estate investment trusts • New York
THIS AMENDED AND RESTATED ADVISORY AGREEMENT (this “Agreement”) dated as of January [•], 2018 (the “Effective Date”), is entered into among Benefit Street Partners Realty Trust, Inc., a Maryland corporation (the “Company”), Benefit Street Partners Realty Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), and Benefit Street Partners L.L.C., a Delaware limited liability company (the “Advisor”).
LOAN AND SECURITY AGREEMENT BSPRT OLIVER FINANCE, LLC, as Borrower, and CUSTOMERS BANK, as Lender Dated as of February 10, 2022Loan and Security Agreement • May 4th, 2022 • Franklin BSP Realty Trust, Inc. • Real estate investment trusts • New York
LOAN AND SECURITY AGREEMENT (as the same may be amended, modified or supplemented from time to time, this “Loan Agreement”), dated as of February 10, 2022, between BSPRT OLIVER FINANCE, LLC, a Delaware limited liability company (the “Borrower”), and CUSTOMERS BANK (together with its successors and assigns, the “Lender”).
FORM OF RESTRICTED STOCK AWARD AGREEMENT PURSUANT TO THE EMPLOYEE AND DIRECTOR INCENTIVE RESTRICTED SHARE PLAN OF REALTY FINANCE TRUST, INC.Restricted Stock Award Agreement • August 12th, 2016 • Realty Finance Trust, Inc. • Real estate investment trusts • Maryland
THIS AGREEMENT (this “Agreement”) is made as of [ ] (the “Grant Date”), by and between Realty Finance Trust, Inc., a Maryland corporation with its principal office at 405 Park Avenue, New York, New York 10022 (the “Company”), and [ ] (the “Participant”).
FIRST AMENDMENT TO MASTER REPURCHASE AGREEMENT and FIRST AMENDMENT TO FEE LETTERMaster Repurchase Agreement • May 13th, 2016 • Realty Finance Trust, Inc. • Real estate investment trusts • New York
FIRST AMENDMENT TO MASTER REPURCHASE AGREEMENT AND FIRST AMENDMENT TO FEE LETTER, dated as of May 12, 2016 (this “Amendment”), by and between Barclays Bank PLC, a public limited company organized under the laws of England and Wales (including any successor thereto, “Purchaser”), RFT BB Loan, LLC (formerly known as ARC RFT BB Loan, LLC), a limited liability company organized under the laws of the State of Delaware, as seller (together with its successors and permitted assigns, “Seller”) and Realty Finance Trust, Inc. (formerly known as ARC Realty Finance Trust, Inc.), a corporation organized under the laws of the State of Maryland, as guarantor (“Guarantor”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Repurchase Agreement (as defined below).
FIRST AMENDMENT TO GUARANTYGuaranty • March 11th, 2016 • Realty Finance Trust, Inc. • Real estate investment trusts • New York
FIRST AMENDMENT TO GUARANTY, dated as of December 30, 2015 (this “Amendment”), made by Realty Finance Trust, Inc. (formerly known as ARC Realty Finance Trust, Inc.), a corporation organized under the laws of the State of Maryland (“Guarantor”), for the benefit of Barclays Bank PLC, a public limited company organized under the laws of England and Wales (including any successor thereto, “Purchaser”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Guaranty (as defined below).
AMENDMENT NO. 1 TO AMENDED AND RESTATED ADVISORY AGREEMENTAdvisory Agreement • August 18th, 2021 • Benefit Street Partners Realty Trust, Inc. • Real estate investment trusts • New York
This Amendment No. 1 to Amended and Restated Advisory Agreement, dated as of August 18, 2021 (the “Amendment”) is entered into by and among Benefit Street Partners Realty Trust, Inc. (the “Company”), Benefit Street Partners Realty Operating Partnership, L.P., (the “Operating Partnership”) and Benefit Street Partners L.L.C. (the “Advisor”). Capitalized terms used but not defined herein have the meanings set forth in the Advisory Agreement (as defined below).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 12th, 2021 • Franklin BSP Realty Trust, Inc. • Real estate investment trusts • New York
THIRD AMENDMENT TO CREDIT AGREEMENT, dated as of September 8, 2021 (this “Third Amendment”), among BSPRT BB LOAN, LLC, a Delaware limited liability company (“Borrower Representative”), BSPRT FINANCE SUB-LENDER II, LLC, a Delaware limited liability company (“BSPRT Finance Sub-Lender” and, together with the Borrower Representative, the “Borrowers”, and each a “Borrower”), BENEFIT STREET PARTNERS REALTY TRUST, INC., a Maryland corporation (the “Guarantor”), the several banks and other financial institutions or entities party to this Agreement (the “Lenders”) and BARCLAYS BANK PLC, as administrative agent (in such capacity, the “Administrative Agent”).
