Common use of Article 8 Opt-In Clause in Contracts

Article 8 Opt-In. The LLC Certificate of the issuer of the Capital Stock securing the Purchased Asset constitutes a “security” within the meaning of Article 8 of the UCC, and no amendment of the issuer’s operating agreement that amends the opt-in may be effected without the consent of the holder of the Mezzanine Loan. [ ] Re: Bailee Agreement (this “Bailee Agreement”) in connection with the sale of [description of Purchased Asset] by ACRES Real Estate SPE 10, LLC, as seller (“Seller”) to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC, as administrative agent, on behalf of Buyers (together with its permitted successors and assigns, “Administrative Agent”) 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, Administrative Agent, on behalf of Buyers, and [_________] (“Bailee”) hereby agree as follows: 1. Seller shall deliver to Bailee in connection with any Purchased Assets delivered to Bailee hereunder a Custodial Delivery Certificate in the form of Attachment 1 attached hereto (the “Custodial Delivery Certificate”) to which shall be attached a Purchased Asset Schedule identifying the Purchased Asset(s) being delivered to Bailee hereunder. Such Purchased Asset Schedule shall contain the following fields of information: (a) the loan identifying number; (b) the obligor’s name; (c) the street address, city, state and zip code for the applicable real property; (d) the original balance; and (e) the current principal balance if different from the original balance and such other information as Administrative Agent, on behalf of Buyers, shall require.

Article 8 Opt-In. The LLC Certificate of the issuer of the Capital Stock securing the Purchased Asset constitutes a “security” within the meaning of Article 8 of the UCC, and no amendment of the issuer’s operating agreement that amends the opt-in may be effected without the consent of the holder of the Mezzanine Loan. [ ] Re: Bailee Agreement (this “Bailee Agreement”) in connection with the sale of [description of Purchased Asset[ ] by ACRES Real Estate SPE 10, LLC, as seller KREF LENDING IV LLC (“Seller”) to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLCBank, N.A., as administrative agent, on behalf of Buyers buyer (together with its permitted successors and assigns, “Administrative AgentBuyer”) 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, Administrative Agent, on behalf of Buyers, Buyer and [_________[ ] (“Bailee”) hereby agree as follows: 1. Seller shall deliver to Bailee in connection with any Purchased Assets delivered to Bailee hereunder a Custodial Delivery Certificate in the form of Attachment 1 attached hereto (the “Custodial Delivery Certificate”) Purchased Asset File Checklist to which shall be attached a Purchased Asset Schedule identifying the Purchased Asset(s) Assets that are being delivered to Bailee hereunder. 2. Such On or prior to the date indicated on the Purchased Asset File Checklist (the “Purchase Date”), Seller shall have delivered to Bailee, as bailee for hire, the Purchased Asset File for each of the Purchased Assets listed in the Purchased Asset Schedule attached to such Purchased Asset File Checklist. 3. Bailee shall contain issue and deliver to Buyer (as defined in Section 5 below) on or prior to the Purchase Date by facsimile or other electronic transmission an initial trust receipt and certification in the form of Attachment 1 attached hereto (the “Trust Receipt”), which Trust Receipt shall state that Bailee has received the documents comprising the Purchased Asset File as set forth in the Purchased Asset File Checklist, in addition to such other documents required to be delivered to Buyer pursuant to the Master Repurchase and Securities Contract Agreement dated as of December 6, 2016, among Seller and Buyer (the “Repurchase Agreement”). 4. On the applicable Purchase Date, in the event that Buyer fails to purchase any New Asset from Seller that is identified in the related Purchased Asset File Checklist, Buyer shall deliver by facsimile or other electronic transmission to Bailee at [ ] to the attention of [ ], an authorization (the “Facsimile Authorization”) to release the Purchased Asset Files with respect to the Purchased Assets identified therein to Seller. Upon receipt of such Facsimile Authorization, Bailee shall release the Purchased Asset Files to Seller in accordance with Seller’s instructions. 5. Following the Purchase Date, Bailee shall forward the Purchased Asset Files to ▇▇▇▇▇ Fargo Bank, N.A. (“Custodian”) by insured overnight courier for receipt by Custodian no later than [1:00 p.m.] on the third (3rd) Business Day following fields the applicable Purchase Date (the “Delivery Date”). 6. From and after the applicable Purchase Date until the time of information: receipt of the Facsimile Authorization or the applicable Delivery Date, as applicable, Bailee (a) shall maintain continuous custody and control of the loan identifying number; related Purchased Asset Files as bailee for Buyer and (b) is holding the obligorrelated Purchased Asset Loans as sole and exclusive bailee for Buyer unless and until otherwise instructed in writing by Buyer. 7. Seller agrees to indemnify and hold Bailee and its partners, directors, officers, agents and employees harmless against any and all actual out-of-pocket third party liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable attorney’s name; fees, that may be imposed on, incurred by, or asserted against it or them in any way relating to or arising out of this Bailee Agreement or any action taken or not taken by it or them hereunder unless such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements (cother than special, indirect, punitive or consequential damages, which shall in no event be paid by Seller) were imposed on, incurred by or asserted against Bailee because of the street addressbreach by Bailee of its obligations hereunder, citywhich breach was caused by negligence, state lack of good faith or willful misconduct on the part of Bailee or any of its partners, directors, officers, agents or employees. The foregoing indemnification shall survive any resignation or removal of Bailee or the termination or assignment of this Bailee Agreement. 8. In the event that Bailee fails to deliver a Mortgage Note, Participation Certificate or other material portion of a Purchased Asset File that was in its possession to Custodian within three (3) Business Days following the applicable Purchase Date, the same shall constitute a “Bailee Delivery Failure” under this Bailee Agreement. 9. Seller hereby represents, warrants and zip code covenants that Bailee is not an affiliate of or otherwise controlled by Seller. Notwithstanding the foregoing, the parties hereby acknowledge that Bailee hereunder may act as counsel to Seller in connection with a proposed loan. 10. This Bailee Agreement may not be modified, amended or altered, except by written instrument, executed by all of the parties hereto. 11. This Bailee Agreement may not be assigned by Seller or Bailee without the prior written consent of Buyer. 12. For the purpose of facilitating the execution of this Bailee Agreement as herein provided and for other purposes, this Bailee Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such counterparts shall constitute and be one and the same instrument. 13. This Bailee Agreement shall be construed in accordance with the laws of the State of New York, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws. 14. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Repurchase Agreement. Very truly yours, KREF LENDING IV LLC, a Delaware limited liability company, Seller By: Name: Title: ACCEPTED AND AGREED: [ ], Bailee By: Name: Title: ACCEPTED AND AGREED: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BANK, N.A., a national banking association, Buyer By: Name: Title: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, N.A. ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Re: Bailee Agreement, dated , 20 (the “Bailee Agreement”) among KREF Lending IV LLC ( “Seller”), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, N.A. ( “Buyer”) and ( “Bailee”) Ladies and Gentlemen: In accordance with the provisions of Section 3 of the Bailee Agreement, the undersigned, as Bailee, hereby certifies that as to the Purchased Asset(s) referred to therein, it has reviewed the Purchased Asset File(s) and has determined that (i) all documents listed in Schedule A attached to the Bailee Agreement are in its possession and (ii) such documents have been reviewed by it and appear regular on their face and relate to the Purchased Asset(s). Bailee hereby confirms that it is holding the Purchase Loan File as agent and bailee for the applicable real property; exclusive use and benefit of Buyer pursuant to the terms of the Bailee Agreement. All capitalized terms used herein and not defined herein shall have the meanings ascribed to them in the Bailee Agreement. , Bailee By: Name: Title: Christen (d▇▇▇▇▇) ▇▇▇ /s/ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (1) Seller to provide. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, N.A. ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Telephone (###) ###-#### Fax: (###) ###-#### Email: ################@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ RE: Master Repurchase Agreement (as it may be amended, supplemented or otherwise modified, the original balance; “Repurchase Agreement”) dated as of December 6, 2016, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, N.A. (“Buyer”) and KREF Lending IV LLC (e“Seller”) and Guaranty (the current principal “Guaranty”) dated as of December 6, 2016, between KKR Real Estate Finance Holdings L.P. (“Guarantor”) and Buyer pertaining to the Repurchase Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings specified in the Repurchase Agreement. THE UNDERSIGNED (SOLELY IN HIS OR HER CAPACITY AS AN OFFICER OF GUARANTOR, AND NOT IN HIS OR HER INDIVIDUAL CAPACITY) HEREBY CERTIFIES AS FOLLOWS: Guarantor is providing this Certificate pursuant to Section 4.7(b) of the Guaranty. [Attached hereto as Exhibit A are the unaudited balance if different from sheet and income statement of Guarantor satisfying the original requirements of Section 4.1(a) of the Guaranty. Guarantor represents that the information herein fairly presents the consolidated financial condition and results of operations of Guarantor and its consolidated Subsidiaries in accordance with GAAP, consistently applied, as at the end of, and for, the prior quarterly fiscal period (subject to normal year-end audit adjustments).](2) [Attached hereto as Exhibit A are the unaudited balance sheet and such income statement of Guarantor satisfying the requirements of Section 4.1(b)(i) of the Guaranty. Guarantor represents that the information herein fairly presents the consolidated financial condition and results of operations of Guarantor and its consolidated Subsidiaries in accordance with GAAP, consistently applied, as at the end of, and for, the prior quarterly fiscal period (subject to normal year-end audit adjustments).](3) (2) Include for quarterly certificate. (3) Include for annual certificate. [Attached hereto as Exhibit B are the audited financial statements of the REIT satisfying the requirements of Section 4.1(b)(ii) of the Guaranty. Guarantor represents that the information herein fairly presents the consolidated financial condition and results of operations of Guarantor and its consolidated Subsidiaries in accordance with GAAP, consistently applied, as at the end of, and for, the prior quarterly fiscal period (subject to normal year-end audit adjustments).](4) Guarantor is in compliance with the financial covenants contained in Section 4.7(a) of the Guaranty. Pursuant to Section 4.7(b) of the Guaranty, Guarantor has calculated the financial covenants contained in Section 4.7(a) (as set forth on Exhibit [B](5)[C](6)) and as at the end of the prior quarterly fiscal period, the calculations are as follows: Ratio of Interest Income to Interest Expense: [ ] to [ ] Tangible Net Worth: [ ] Cash Liquidity: [ ] Ratio of Total Indebtedness to Tangible Net Worth: [ ] to [ ] As of the date hereof, neither Guarantor nor any Subsidiary of Guarantor (has entered into or amended a repurchase agreement, warehouse facility, credit facility or other information as Administrative Agentsimilar arrangement with any Person which by its terms provides more favorable terms with respect to any financial covenants contained in the Guaranty or the Repurchase Agreement, on behalf of Buyersincluding without limitation covenants covering the same or similar subject matter set forth in this Certificate. (4) Include for annual certificate. (5) Include for quarterly certificate. (6) Include for annual certificate. cc: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, shall requireN.A. ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇ ▇▇▇▇▇ Telephone: (###) ###-#### Fax: (###) ###-#### Email: #########@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP Attention: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Telephone: (###) ###-#### Fax: (###) ###-#### E-Mail: ########@▇▇▇▇.▇▇▇ (7) Include for annual certificate. (8) Include for quarterly certificate. (9) Include for annual certificate. BUYER ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, N.A. ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Telephone: (###) ###-#### Fax: (###) ###-#### Email: ##############@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ with a copy to: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, N.A. ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇ ▇▇▇▇▇ Telephone: (###) ###-#### Fax: (###) ###-#### Email: #########@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ and to: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, N.A. One Utah Center, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ and to: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, N.A. ▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇▇▇ ▇▇▇ Telephone: (###) ###-#### Fax: (###) ###-#### Email: #######@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ and to: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Telephone: (###) ###-#### Fax: (###) ###-#### Email: #########@▇▇▇▇.▇▇▇ SELLER KREF Lending IV LLC ▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Telephone: (###) ###-#### Email: ###############@▇▇▇.▇▇▇ with a copy to: ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇▇▇▇ Telephone: (###) ###-#### Email: #####@▇▇▇▇▇▇▇▇▇▇.▇▇▇

Article 8 Opt-In. The LLC Certificate of the issuer of the Capital Stock securing the Purchased Asset constitutes a “security” within the meaning of Article 8 of the UCC, and no amendment of the issuer’s operating agreement that amends the opt-in may be effected without the consent of the holder of the Mezzanine Loan. [ ] Re: Bailee Agreement (this the “Bailee Agreement”) in connection with the sale of [description of Purchased Asset[ ] by ACRES Real Estate SPE 10, LLC, as seller [SELLER] (“Seller”) to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLCBank, N.A., as administrative agent, on behalf of Buyers buyer (together with its permitted successors and assigns, “Administrative AgentBuyer”) 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, Administrative Agent, on behalf of Buyers, Buyer and [__________] (“Bailee”) hereby agree as follows: 1. Seller shall deliver to Bailee in connection with any Purchased Assets delivered to Bailee hereunder a Custodial Delivery Certificate in the form of Attachment 1 attached hereto (the “Custodial Delivery Certificate”) Purchased Asset File Checklist to which shall be attached a Purchased Asset Schedule identifying the Purchased Asset(s) Assets that are being delivered to Bailee hereunder. 2. Such On or prior to the date indicated on the Purchased Asset File Checklist (the “Purchase Date”), Seller shall have delivered to Bailee, as bailee for hire, the Purchased Asset File for each of the Purchased Assets listed in the Purchased Asset Schedule attached to such Purchased Asset File Checklist. 3. Bailee shall contain issue and deliver to Buyer (as defined in Section 5 below) on or prior to the following fields Purchase Date by facsimile or other electronic transmission an initial trust receipt and certification in the form of information: Attachment 1 attached hereto (the “Trust Receipt”), which Trust Receipt shall state that ▇▇▇▇▇▇ has received the documents comprising the Purchased Asset File as set forth in the Purchased Asset File Checklist, in addition to such other documents required to be delivered to Buyer pursuant to the Second Amended and Restated Master Repurchase and Securities Contract Agreement dated as of [____], 2019, among Seller and Buyer (the “Repurchase Agreement”). 4. On the applicable Purchase Date, in the event that Buyer fails to purchase any New Asset from Seller that is identified in the related Purchased Asset File Checklist, Buyer shall deliver by facsimile or other electronic transmission to Bailee at [_____________] to the attention of [_____________], an authorization (the “Facsimile Authorization”) to release the Purchased Asset Files with respect to the Purchased Assets identified therein to Seller. Upon receipt of such Facsimile Authorization, ▇▇▇▇▇▇ shall release the Purchased Asset Files to Seller in accordance with Seller’s instructions. 5. Following the Purchase Date, ▇▇▇▇▇▇ shall forward the Purchased Asset Files to ▇▇▇▇▇ Fargo Bank, N.A. (“Custodian”) by insured overnight courier for receipt by Custodian no later than 2:00 p.m. on the third (3rd) (the “Delivery Date”). 6. From and after the applicable Purchase Date until the time of receipt of the Facsimile Authorization or the applicable Delivery Date, as applicable, Bailee (a) shall maintain continuous custody and control of the loan identifying number; related Purchased Asset Files as bailee for Buyer and (b) is holding the obligorrelated Purchased Asset Loans as sole and exclusive bailee for Buyer unless and until otherwise instructed in writing by Buyer. 7. Seller agrees to indemnify and hold ▇▇▇▇▇▇ and its partners, directors, officers, agents and employees harmless against any and all third party liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable attorney’s name; fees, that may be imposed on, incurred by, or asserted against it or them in any way relating to or arising out of this Bailee Agreement or any action taken or not taken by it or them hereunder unless such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements (cother than special, indirect, punitive or consequential damages, which shall in no event be paid by Seller) were imposed on, incurred by or asserted against Bailee because of the street addressbreach by ▇▇▇▇▇▇ of its obligations hereunder, citywhich breach was caused by negligence, state and zip code for lack of good faith or willful misconduct on the part of Bailee or any of its partners, directors, officers, agents or employees. The foregoing indemnification shall survive any resignation or removal of Bailee or the termination or assignment of this Bailee Agreement. 8. In the event that ▇▇▇▇▇▇ fails to deliver a Mortgage Note, Mezzanine Note, LLC Certificate or Participation Certificate, as applicable, or other material portion of a Purchased Asset File that was in its possession to Custodian within three (3) Business Days following the applicable real property; (d) Purchase Date, the original balance; same shall constitute a “Bailee Delivery Failure” under this Bailee Agreement. 9. Seller hereby represents, warrants and (e) covenants that Bailee is not an affiliate of or otherwise controlled by Seller. Notwithstanding the current principal balance if different from foregoing, the original balance parties hereby acknowledge that ▇▇▇▇▇▇ hereunder may act as counsel to Seller in connection with a proposed loan. 10. This Bailee Agreement may not be modified, amended or altered, except by written instrument, executed by all of the parties hereto. 11. This Bailee Agreement may not be assigned by Seller or Bailee without the prior written consent of Buyer. 12. For the purpose of facilitating the execution of this Bailee Agreement as herein provided and for other purposes, this Bailee Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such other information as Administrative Agentcounterparts shall constitute and be one and the same instrument. Electronically transmitted signature pages shall be binding to the same extent. 13. This Bailee Agreement shall be construed in accordance with the laws of the State of New York, on behalf and the obligations, rights and remedies of Buyers, the parties hereunder shall requirebe determined in accordance with such laws. 14. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Repurchase Agreement.

Article 8 Opt-In. The LLC Certificate of the issuer of the Capital Stock securing the Purchased Asset constitutes a “security” within the meaning of Article 8 of the UCC, and no amendment of the issuer’s operating agreement that amends the opt-in may be effected without the consent of the holder of the Mezzanine Loan. [ ] Re: Bailee Agreement (this the “Bailee Agreement”) in connection with the sale of [description of Purchased Asset[ ] by ACRES Real Estate SPE 10, LLC, as seller [SELLER] (“Seller”) to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLCBank, N.A., as administrative agent, on behalf of Buyers buyer (together with its permitted successors and assigns, “Administrative AgentBuyer”) 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, Administrative Agent, on behalf of Buyers, Buyer and [__________] (“Bailee”) hereby agree as follows: 1. Seller shall deliver to Bailee in connection with any Purchased Assets delivered to Bailee hereunder a Custodial Delivery Certificate in the form of Attachment 1 attached hereto (the “Custodial Delivery Certificate”) Purchased Asset File Checklist to which shall be attached a Purchased Asset Schedule identifying the Purchased Asset(s) Assets that are being delivered to Bailee hereunder. 2. Such On or prior to the date indicated on the Purchased Asset File Checklist (the “Purchase Date”), Seller shall have delivered to Bailee, as bailee for hire, the Purchased Asset File for each of the Purchased Assets listed in the Purchased Asset Schedule attached to such Purchased Asset File Checklist. 3. Bailee shall contain issue and deliver to Buyer (as defined in Section 5 below) on or prior to the following fields Purchase Date by facsimile or other electronic transmission an initial trust receipt and certification in the form of information: Attachment 1 attached hereto (the “Trust Receipt”), which Trust Receipt shall state that ▇▇▇▇▇▇ has received the documents comprising the Purchased Asset File as set forth in the Purchased Asset File Checklist, in addition to such other documents required to be delivered to Buyer pursuant to the Second Amended and Restated Master Repurchase and Securities Contract Agreement dated as of [____], 2019, among Seller and Buyer (the “Repurchase Agreement”). 4. On the applicable Purchase Date, in the event that Buyer fails to purchase any New Asset from Seller that is identified in the related Purchased Asset File Checklist, Buyer shall deliver by facsimile or other electronic transmission to Bailee at [_____________] to the attention of [_____________], an authorization (the “Facsimile Authorization”) to release the Purchased Asset Files with respect to the Purchased Assets identified therein to Seller. Upon receipt of such Facsimile Authorization, ▇▇▇▇▇▇ shall release the Purchased Asset Files to Seller in accordance with Seller’s instructions. 5. Following the Purchase Date, ▇▇▇▇▇▇ shall forward the Purchased Asset Files to ▇▇▇▇▇ Fargo Bank, N.A. (“Custodian”) by insured overnight courier for receipt by Custodian no later than 2:00 p.m. on the third (3rd) (the “Delivery Date”). 6. From and after the applicable Purchase Date until the time of receipt of the Facsimile Authorization or the applicable Delivery Date, as applicable, Bailee (a) shall maintain continuous custody and control of the loan identifying number; related Purchased Asset Files as bailee for Buyer and (b) is holding the obligorrelated Purchased Asset Loans as sole and exclusive bailee for Buyer unless and until otherwise instructed in writing by Buyer. 7. Seller agrees to indemnify and hold ▇▇▇▇▇▇ and its partners, directors, officers, agents and employees harmless against any and all third party liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable attorney’s name; fees, that may be imposed on, incurred by, or asserted against it or them in any way relating to or arising out of this Bailee Agreement or any action taken or not taken by it or them hereunder unless such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements (cother than special, indirect, punitive or consequential damages, which shall in no event be paid by Seller) were imposed on, incurred by or asserted against Bailee because of the street addressbreach by ▇▇▇▇▇▇ of its obligations hereunder, citywhich breach was caused by negligence, state lack of good faith or willful misconduct on the part of Bailee or any of its partners, directors, officers, agents or employees. The foregoing indemnification shall survive any resignation or removal of Bailee or the termination or assignment of this Bailee Agreement. 8. In the event that ▇▇▇▇▇▇ fails to deliver a Mortgage Note, Mezzanine Note, LLC Certificate or Participation Certificate, as applicable, or other material portion of a Purchased Asset File that was in its possession to Custodian within three (3) Business Days following the applicable Purchase Date, the same shall constitute a “Bailee Delivery Failure” under this Bailee Agreement. 9. Seller hereby represents, warrants and zip code covenants that Bailee is not an affiliate of or otherwise controlled by Seller. Notwithstanding the foregoing, the parties hereby acknowledge that ▇▇▇▇▇▇ hereunder may act as counsel to Seller in connection with a proposed loan. 10. This Bailee Agreement may not be modified, amended or altered, except by written instrument, executed by all of the parties hereto. 11. This Bailee Agreement may not be assigned by Seller or Bailee without the prior written consent of Buyer. 12. For the purpose of facilitating the execution of this Bailee Agreement as herein provided and for other purposes, this Bailee Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such counterparts shall constitute and be one and the same instrument. Electronically transmitted signature pages shall be binding to the same extent. 13. This Bailee Agreement shall be construed in accordance with the laws of the State of New York, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws. 14. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Repurchase Agreement. Very truly yours, [SELLER] a Delaware limited liability company, Seller By: __________________________________ Name: Title:] ACCEPTED AND AGREED: [_____________], Bailee By: ____________________________ Name: Title: ACCEPTED AND AGREED: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BANK, N.A., a national banking association, Buyer By: ____________________________ Name: Title: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, N.A. ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Re: Bailee Agreement, dated [___], 20[___] (the “Bailee Agreement”) among [SELLER] (“Seller”), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, N.A. (“Buyer”) and (“Bailee”) Ladies and Gentlemen: In accordance with the provisions of Section 3 of the Bailee Agreement, the undersigned, as Bailee, hereby certifies that as to the Purchased Asset(s) referred to therein, it has reviewed the Purchased Asset File(s) and has determined that (i) all documents listed in Schedule A attached to the Bailee Agreement are in its possession and (ii) such documents have been reviewed by it and appear regular on their face and relate to the Purchased Asset(s). ▇▇▇▇▇▇ ▇▇▇▇▇▇ confirms that it is holding the Purchase Loan File as agent and bailee for the applicable real property; exclusive use and benefit of Buyer pursuant to the terms of the Bailee Agreement. All capitalized terms used herein and not defined herein shall have the meanings ascribed to them in the Bailee Agreement. _______________________________ Bailee By: ______________________________ Name: Title: [ATTACH] BUYER: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, N.A. ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Telephone: (d212) the original balance; ###-#### Fax: (718) ###-#### Email: ##########@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ with a copy to: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, N.A. ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇ ▇▇▇▇▇ Telephone: (212) ###-#### Fax: (718) ###-#### Email: ##########@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ and to: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, N.A. One Utah Center, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, N.A. ▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇ ▇’▇▇▇▇▇▇▇ Telephone: (e212) the current principal balance if different from the original balance ###-#### Fax: (646) ###-#### Email: ##########@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ and such other information as Administrative Agentto: ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, on behalf of Buyers▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇, shall requireEsq. Telephone: (212) ###-#### Fax: (212) ###-#### Email: ##########@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ SELLER: MS LOAN NT-I, LLC, MS LOAN NT-II, LLC, CLNC CREDIT 1, LLC, and CLNC CREDIT 2, LLC c/o CLNC Manager, LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Email: ▇▇▇▇-▇▇▇▇▇@▇▇▇▇.▇▇▇ Telephone: (212) ###-#### with a copy to: Ropes & Gray LLP ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Email: ##########@▇▇▇▇▇▇▇▇▇.▇▇▇ Telephone: (212) ###-#### Fax: (646) ###-####

Article 8 Opt-In. The LLC Certificate of the issuer of the Capital Stock securing the Purchased Asset constitutes a “security” within the meaning of Article 8 of the UCC, and no amendment of the issuer’s operating agreement that amends the opt-in may be effected without the consent of the holder of the Mezzanine Loan. , 20 [ ] Re: Bailee Agreement (this “Bailee Agreement”) in connection with the sale of [description of Purchased Asset] by ACRES Real Estate SPE 10, FS CREIT FINANCE MS-1 LLC, as seller (“Seller”) to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC, as administrative agent, on behalf of Buyers (together with its permitted successors and assigns, “Administrative Agent”) 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, Administrative Agent, on behalf of Buyers, and [_________[ ] (“Bailee”) hereby agree as follows: 1. Seller shall deliver to Bailee in connection with any Purchased Assets delivered to Bailee hereunder a Custodial Delivery Certificate in the form of Attachment 1 attached hereto (the “Custodial Delivery Certificate”) to which shall be attached a Purchased Asset Schedule identifying the Purchased Asset(s) being delivered to Bailee hereunder. Such Purchased Asset Schedule shall contain the following fields of information: (a) the loan identifying number; (b) the obligor’s name; (c) the street address▇▇▇▇▇▇ ▇▇▇▇▇▇▇, city▇▇▇▇, state ▇▇▇▇▇ and zip code for the applicable real property; (d) the original balance; and (e) the current principal balance if different from the original balance and such other information as Administrative Agent, on behalf of Buyers, shall require. 2. On or prior to the date indicated on the Custodial Delivery Certificate (the “Purchase Date”), Seller shall have delivered to Bailee, as bailee for hire, the original Purchased Asset File (as set forth on Exhibit B to Attachment 1) for each of the Purchased Assets listed in Exhibit A to Attachment 1. 3. Bailee shall issue and deliver to Administrative Agent, on behalf of Buyers, and Custodian (as defined in Section 5 below) on or prior to the Purchase Date by facsimile or other electronic transmission, in the name of Administrative Agent, on behalf of Buyers, an initial trust receipt and certification in the form of Attachment 1 attached hereto (the “Trust Receipt”), which Trust Receipt shall state that Bailee has received the original documents comprising the Purchased Asset File as set forth in the Custodial Delivery Certificate, in addition to such other documents required to be delivered to Administrative Agent, on behalf of Buyers, and/or Custodian pursuant to the Master Repurchase and Securities Contract Agreement dated as of October 13, 2022, among by and among Administrative Agent, on behalf of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, N.A., a national banking association (“MSBNA”), and such other financial institutions from time to time party thereto, as buyers (MSBNA, together with such other financial institutions from time to time party thereto, as buyers, and together with their respective successors and assigns, collectively, “Buyers” and individually, each a “Buyer”) and Seller (as the same may have been or may be amended from time to time, the “Repurchase Agreement”). 4. On the applicable Purchase Date, in the event that Administrative Agent, on behalf of ▇▇▇▇▇▇, fails to purchase any New Asset from Seller that is identified in the related Custodial Delivery Certificate, Administrative Agent shall deliver by facsimile or other electronic transmission to ▇▇▇▇▇▇ at [ ] to the attention of [ ], an authorization (the “Electronic Authorization”) to release the Purchased Asset Files with respect to the Purchased Assets identified therein to Seller. Upon receipt of such Electronic Authorization, ▇▇▇▇▇▇ shall release the Purchased Asset Files to Seller in accordance with Seller’s instructions. 5. Following the Purchase Date, ▇▇▇▇▇▇ shall forward the Purchased Asset Files to Computershare Trust Company, N.A. (“Custodian”) by insured overnight courier for receipt by Custodian no later than 1:00 p.m. on the third (3rd) Business Day following the applicable Purchase Date (the “Delivery Date”). 6. From and after the applicable Purchase Date until the time of receipt of the Electronic Authorization or the applicable Delivery Date, as applicable, Bailee (a) shall maintain continuous custody and control of the related Purchased Asset Files as bailee for Administrative Agent, on behalf of Buyers, and (b) is holding the related Purchased Asset Files as sole and exclusive bailee for Administrative Agent, on behalf of Buyers, unless and until otherwise instructed in writing by Administrative Agent.

Article 8 Opt-In. The LLC Certificate of the issuer of the Capital Stock securing the Purchased Asset constitutes a “security” within the meaning of Article 8 of the UCC, and no amendment of the issuer’s operating agreement that amends the opt-in may be effected without the consent of the holder of the Mezzanine Loan. Exhibit IV [ ] Re: Bailee Agreement (this “Bailee Agreement”) in connection with the sale of [description of Purchased Asset] by ACRES Real Estate SPE 10, LLC, as seller (“Seller”) to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC, as administrative agent, on behalf of Buyers (together with its permitted successors and assigns, “Administrative Agent”) 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, Administrative Agent, on behalf of Buyers, and [_________] (“Bailee”) hereby agree as follows: 1. Seller shall deliver to Bailee in connection with any Purchased Assets delivered to Bailee hereunder a Custodial Delivery Certificate in the form of Attachment 1 attached hereto (the “Custodial Delivery Certificate”) to which shall be attached a Purchased Asset Schedule identifying the Purchased Asset(s) being delivered to Bailee hereunder. Such Purchased Asset Schedule shall contain the following fields of information: (a) the loan identifying number; (b) the obligor’s name; (c) the street address▇▇▇▇▇▇ ▇▇▇▇▇▇▇, city▇▇▇▇, state ▇▇▇▇▇ and zip code for the applicable real property; (d) the original balance; and (e) the current principal balance if different from the original balance and such other information as Administrative Agent, on behalf of Buyers, shall require. 2. On or prior to the date indicated on the Custodial Delivery Certificate (the “Purchase Date”), Seller shall have delivered to Bailee, as bailee for hire, the original Purchased Asset File (as set forth on Exhibit B to Attachment 1) for each of the Purchased Assets listed in Exhibit A to Attachment 1. 3. Bailee shall issue and deliver to Administrative Agent, on behalf of Buyers, and Custodian (as defined in Section 5 below) on or prior to the Purchase Date by facsimile or other electronic transmission, in the name of Administrative Agent, on behalf of Buyers, an initial trust receipt and certification in the form of Attachment 1 attached hereto (the “Trust Receipt”), which Trust Receipt shall state that Bailee has received the original documents comprising the Purchased Asset File as set forth in the Custodial Delivery Certificate, in addition to such other documents required to be delivered to Administrative Agent, on behalf of Buyers, and/or Custodian pursuant to the Master Repurchase and Securities Contract Agreement dated as of November 3, 2021, among by and among Administrative Agent, on behalf of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, N.A., a national banking association (“MSBNA”), and such other financial institutions from time to time party thereto, as buyers (MSBNA, together with such other financial institutions from time to time party thereto, as buyers, and together with their respective successors and assigns, collectively, “Buyers” and individually, each a “Buyer”) and Seller (as the same may have been or may be amended from time to time, the “Repurchase Agreement”). 4. On the applicable Purchase Date, in the event that Administrative Agent, on behalf of Buyers, fails to purchase any New Asset from Seller that is identified in the related Custodial Delivery Certificate, Administrative Agent shall deliver by facsimile or other electronic transmission to Bailee at [_______] to the attention of [________], an authorization (the “Electronic Authorization”) to release the Purchased Asset Files with respect to the Purchased Assets identified therein to Seller. Upon receipt of such Electronic Authorization, Bailee shall release the Purchased Asset Files to Seller in accordance with Seller’s instructions. 5. Following the Purchase Date, Bailee shall forward the Purchased Asset Files to [________________] (“Custodian”) by insured overnight courier for receipt by Custodian no later than 1:00 p.m. on the third (3rd) Business Day following the applicable Purchase Date (the “Delivery Date”). 6. From and after the applicable Purchase Date until the time of receipt of the Electronic Authorization or the applicable Delivery Date, as applicable, Bailee (a) shall maintain continuous custody and control of the related Purchased Asset Files as bailee for Administrative Agent, on behalf of Buyers, and (b) is holding the related Purchased Asset Files as sole and exclusive bailee for Administrative Agent, on behalf of Buyers, unless and until otherwise instructed in writing by Administrative Agent. 7. Seller agrees to indemnify and hold Bailee and its partners, directors, officers, agents and employees harmless against any and all actual and out-of-pocket third party liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable attorney’s fees, that may be imposed on, incurred by, or asserted against it or them in any way relating to or arising out of this Bailee Agreement or any action taken or not taken by it or them hereunder unless such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements (other than special, indirect, punitive or consequential damages, which shall in no event be paid by Seller) were imposed on, incurred by or asserted against Bailee because of the breach by Bailee of its obligations hereunder, which breach was caused by negligence, lack of good faith or willful misconduct on the part of Bailee or any of its partners, directors, officers, agents or employees. The foregoing indemnification shall survive any resignation or removal of Bailee or the termination or assignment of this Bailee Agreement. 8. In the event that the Bailee fails to produce any document in a Purchased Asset File related to a Purchased Asset that is (or was required to be) then in its possession within three (3) Business Days after required or requested by Seller or Administrative Agent, on behalf of Buyers (a “Bailee Delivery Failure”), the Bailee shall indemnify and hold Administrative Agent and Buyers harmless against actual out of pocket liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable attorneys fees, that may be imposed on, incurred by, or asserted against it in any way relating to or arising out of such Bailee Delivery Failure (but excluding special, indirect, punitive or consequential damages). 9. Seller agrees to indemnify and hold Administrative Agent and Buyers and their respective affiliates and designees harmless against any and all actual and out-of-pocket third party liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable attorneys fees, that may be imposed on, incurred by, or asserted against it or them in any way relating to or arising out of a Custodial Delivery Failure (as defined in the Custodial Agreement) or the Bailee’s negligence, lack of good faith or willful misconduct. The foregoing indemnification shall survive any termination or assignment of this Bailee Agreement.

Article 8 Opt-In. The LLC Certificate of the issuer of the Capital Stock securing the Purchased Asset constitutes a “security” within the meaning of Article 8 of the UCC, and no amendment of the issuer’s operating agreement that amends the opt-in may be effected without the consent of the holder of the Mezzanine Loan. [ ] Re: Bailee Agreement (this the “Bailee Agreement”) in connection with the sale of [description of Purchased Asset[ ] by ACRES Real Estate SPE 10, LLC, as seller [SELLER] (“Seller”) to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLCBank, N.A., as administrative agent, on behalf of Buyers buyer (together with its permitted successors and assigns, “Administrative AgentBuyer”) 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, Administrative Agent, on behalf of Buyers, Buyer and [_________[ ] (“Bailee”) hereby agree as follows: 1. Seller shall deliver to Bailee in connection with any Purchased Assets delivered to Bailee hereunder a Custodial Delivery Certificate in the form of Attachment 1 attached hereto (the “Custodial Delivery Certificate”) Purchased Asset File Checklist to which shall be attached a Purchased Asset Schedule identifying the Purchased Asset(s) Assets that are being delivered to Bailee hereunder. 2. Such On or prior to the date indicated on the Purchased Asset File Checklist (the “Purchase Date”), Seller shall have delivered to Bailee, as bailee for hire, the Purchased Asset File for each of the Purchased Assets listed in the Purchased Asset Schedule attached to such Purchased Asset File Checklist. 3. Bailee shall contain issue and deliver to Buyer (as defined in Section 5 below) on or prior to the Purchase Date by facsimile or other electronic transmission an initial trust receipt and certification in the form of Attachment 1 attached hereto (the “Trust Receipt”), which Trust Receipt shall state that Bailee has received the documents comprising the Purchased Asset File as set forth in the Purchased Asset File Checklist, in addition to such other documents required to be delivered to Buyer pursuant to the Amended and Restated Master Repurchase and Securities Contract Agreement dated as of April 20, 2018, among Seller and Buyer (the “Repurchase Agreement”). 4. On the applicable Purchase Date, in the event that Buyer fails to purchase any New Asset from Seller that is identified in the related Purchased Asset File Checklist, Buyer shall deliver by facsimile or other electronic transmission to Bailee at [____________] to the attention of [_____________], an authorization (the “Facsimile Authorization”) to release the Purchased Asset Files with respect to the Purchased Assets identified therein to Seller. Upon receipt of such Facsimile Authorization, Bailee shall release the Purchased Asset Files to Seller in accordance with Seller’s instructions. 5. Following the Purchase Date, Bailee shall forward the Purchased Asset Files to ▇▇▇▇▇ Fargo Bank, N.A. (“Custodian”) by insured overnight courier for receipt by Custodian no later than 2:00 p.m. on the third (3rd) Business Day following fields the applicable Purchase Date (the “Delivery Date”). 6. From and after the applicable Purchase Date until the time of information: receipt of the Facsimile Authorization or the applicable Delivery Date, as applicable, Bailee (a) shall maintain continuous custody and control of the loan identifying number; related Purchased Asset Files as bailee for Buyer and (b) is holding the obligorrelated Purchased Asset Loans as sole and exclusive bailee for Buyer unless and until otherwise instructed in writing by Buyer. 7. Seller agrees to indemnify and hold Bailee and its partners, directors, officers, agents and employees harmless against any and all third party liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable attorney’s name; fees, that may be imposed on, incurred by, or asserted against it or them in any way relating to or arising out of this Bailee Agreement or any action taken or not taken by it or them hereunder unless such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements (cother than special, indirect, punitive or consequential damages, which shall in no event be paid by Seller) were imposed on, incurred by or asserted against Bailee because of the street addressbreach by Bailee of its obligations hereunder, citywhich breach was caused by negligence, state and zip code for lack of good faith or willful misconduct on the part of Bailee or any of its partners, directors, officers, agents or employees. The foregoing indemnification shall survive any resignation or removal of Bailee or the termination or assignment of this Bailee Agreement. 8. In the event that Bailee fails to deliver a Mortgage Note, Mezzanine Note, LLC Certificate or Participation Certificate, as applicable, or other material portion of a Purchased Asset File that was in its possession to Custodian within three (3) Business Days following the applicable real property; (d) Purchase Date, the original balance; same shall constitute a “Bailee Delivery Failure” under this Bailee Agreement. 9. Seller hereby represents, warrants and (e) covenants that Bailee is not an affiliate of or otherwise controlled by Seller. Notwithstanding the current principal balance if different from foregoing, the original balance parties hereby acknowledge that Bailee hereunder may act as counsel to Seller in connection with a proposed loan. 10. This Bailee Agreement may not be modified, amended or altered, except by written instrument, executed by all of the parties hereto. 11. This Bailee Agreement may not be assigned by Seller or Bailee without the prior written consent of Buyer. 12. For the purpose of facilitating the execution of this Bailee Agreement as herein provided and for other purposes, this Bailee Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such other information as Administrative Agentcounterparts shall constitute and be one and the same instrument. Electronically transmitted signature pages shall be binding to the same extent. 13. This Bailee Agreement shall be construed in accordance with the laws of the State of New York, on behalf and the obligations, rights and remedies of Buyers, the parties hereunder shall requirebe determined in accordance with such laws. 14. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Repurchase Agreement.

Article 8 Opt-In. The LLC Certificate of the issuer of the Capital Stock securing the Purchased Asset constitutes a “security” within the meaning of Article 8 of the UCC, and no amendment of the issuer’s operating agreement that amends the opt-in may be effected without the consent of the holder of the Mezzanine Loan. [ ] Re: Bailee Agreement (this the “Bailee Agreement”) in connection with the sale of [description of Purchased Asset[ ] by ACRES Real Estate SPE 10, LLC, as seller [SELLER] (“Seller”) to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLCBank, N.A., as administrative agent, on behalf of Buyers buyer (together with its permitted successors and assigns, “Administrative AgentBuyer”) 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, Administrative Agent, on behalf of Buyers, Buyer and [__________] (“Bailee”) hereby agree as follows: 1. Seller shall deliver to Bailee in connection with any Purchased Assets delivered to Bailee hereunder a Custodial Delivery Certificate in the form of Attachment 1 attached hereto (the “Custodial Delivery Certificate”) Purchased Asset File Checklist to which shall be attached a Purchased Asset Schedule identifying the Purchased Asset(s) Assets that are being delivered to Bailee hereunder. 2. Such On or prior to the date indicated on the Purchased Asset File Checklist (the “Purchase Date”), Seller shall have delivered to Bailee, as bailee for hire, the Purchased Asset File for each of the Purchased Assets listed in the Purchased Asset Schedule attached to such Purchased Asset File Checklist. 3. Bailee shall contain issue and deliver to Buyer (as defined in Section 5 below) on or prior to the following fields Purchase Date by facsimile or other electronic transmission an initial trust receipt and certification in the form of information: Attachment 1 attached hereto (the “Trust Receipt”), which Trust Receipt shall state that ▇▇▇▇▇▇ has received the documents comprising the Purchased Asset File as set forth in the Purchased Asset File Checklist, in addition to such other documents required to be delivered to Buyer pursuant to the Second Amended and Restated Master Repurchase and Securities Contract Agreement dated as of [____], 2019, among Seller and Buyer (the “Repurchase Agreement”). 4. On the applicable Purchase Date, in the event that Buyer fails to purchase any New Asset from Seller that is identified in the related Purchased Asset File Checklist, Buyer shall deliver by facsimile or other electronic transmission to Bailee at [_____________] to the attention of [_____________], an authorization (the “Facsimile Authorization”) to release the Purchased Asset Files with respect to the Purchased Assets identified therein to Seller. Upon receipt of such Facsimile Authorization, ▇▇▇▇▇▇ shall release the Purchased Asset Files to Seller in accordance with Seller’s instructions. 5. Following the Purchase Date, ▇▇▇▇▇▇ shall forward the Purchased Asset Files to ▇▇▇▇▇ Fargo Bank, N.A. (“Custodian”) by insured overnight courier for receipt by Custodian no later than 2:00 p.m. on the third (3rd) (the “Delivery Date”). 6. From and after the applicable Purchase Date until the time of receipt of the Facsimile Authorization or the applicable Delivery Date, as applicable, Bailee (a) shall maintain continuous custody and control of the loan identifying number; related Purchased Asset Files as bailee for Buyer and (b) is holding the obligorrelated Purchased Asset Loans as sole and exclusive bailee for Buyer unless and until otherwise instructed in writing by Buyer. 7. Seller agrees to indemnify and hold ▇▇▇▇▇▇ and its partners, directors, officers, agents and employees harmless against any and all third party liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable attorney’s name; fees, that may be imposed on, incurred by, or asserted against it or them in any way relating to or arising out of this Bailee Agreement or any action taken or not taken by it or them hereunder unless such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements (cother than special, indirect, punitive or consequential damages, which shall in no event be paid by Seller) were imposed on, incurred by or asserted against Bailee because of the street addressbreach by ▇▇▇▇▇▇ of its obligations hereunder, citywhich breach was caused by negligence, state lack of good faith or willful misconduct on the part of Bailee or any of its partners, directors, officers, agents or employees. The foregoing indemnification shall survive any resignation or removal of Bailee or the termination or assignment of this Bailee Agreement. 8. In the event that ▇▇▇▇▇▇ fails to deliver a Mortgage Note, Mezzanine Note, LLC Certificate or Participation Certificate, as applicable, or other material portion of a Purchased Asset File that was in its possession to Custodian within three (3) Business Days following the applicable Purchase Date, the same shall constitute a “Bailee Delivery Failure” under this Bailee Agreement. 9. Seller hereby represents, warrants and zip code covenants that Bailee is not an affiliate of or otherwise controlled by Seller. Notwithstanding the foregoing, the parties hereby acknowledge that ▇▇▇▇▇▇ hereunder may act as counsel to Seller in connection with a proposed loan. 10. This Bailee Agreement may not be modified, amended or altered, except by written instrument, executed by all of the parties hereto. 11. This Bailee Agreement may not be assigned by Seller or Bailee without the prior written consent of Buyer. 12. For the purpose of facilitating the execution of this Bailee Agreement as herein provided and for other purposes, this Bailee Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such counterparts shall constitute and be one and the same instrument. Electronically transmitted signature pages shall be binding to the same extent. 13. This Bailee Agreement shall be construed in accordance with the laws of the State of New York, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws. 14. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Repurchase Agreement. Very truly yours, [SELLER] a Delaware limited liability company, Seller By: __________________________________ Name: Title:] ACCEPTED AND AGREED: [_____________], Bailee By: ____________________________ Name: Title: ACCEPTED AND AGREED: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BANK, N.A., a national banking association, Buyer By: ____________________________ Name: Title: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, N.A. ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Re: Bailee Agreement, dated [___], 20[___] (the “Bailee Agreement”) among [SELLER] (“Seller”), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, N.A. (“Buyer”) and (“Bailee”) Ladies and Gentlemen: In accordance with the provisions of Section 3 of the Bailee Agreement, the undersigned, as Bailee, hereby certifies that as to the Purchased Asset(s) referred to therein, it has reviewed the Purchased Asset File(s) and has determined that (i) all documents listed in Schedule A attached to the Bailee Agreement are in its possession and (ii) such documents have been reviewed by it and appear regular on their face and relate to the Purchased Asset(s). ▇▇▇▇▇▇ ▇▇▇▇▇▇ confirms that it is holding the Purchase Loan File as agent and bailee for the applicable real property; exclusive use and benefit of Buyer pursuant to the terms of the Bailee Agreement. All capitalized terms used herein and not defined herein shall have the meanings ascribed to them in the Bailee Agreement. _______________________________ Bailee By: ______________________________ Name: Title: [ATTACH] BUYER: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, N.A. ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Telephone: (d▇▇▇) the original balance; ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ with a copy to: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, N.A. ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇ ▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ and to: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, N.A. One Utah Center, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, ▇.▇. ▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇ ▇’▇▇▇▇▇▇▇ Telephone: (e▇▇▇) the current principal balance if different from the original balance ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ and such other information as Administrative Agentto: ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, on behalf of Buyers▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇, shall requireEsq. Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Annex I Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ SELLER: BRIGHTSPIRE CREDIT 1, LLC, and BRIGHTSPIRE CREDIT 2, LLC c/o BrightSpire Capital, Inc. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: Director Legal with a copy to: Ropes & Gray LLP ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Email: ▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇