BlackRock Monticello Debt Real Estate Investment Trust Sample Contracts
DEALER MANAGER AGREEMENTDealer Manager Agreement • March 14th, 2025 • BlackRock Monticello Debt Real Estate Investment Trust • Real estate investment trusts • New York
Participating Broker-Dealer has adopted a process by which clients may authorize certain account-related transactions or requests, in whole or in part, evidenced by Electronic Signature (as such term is defined in Section XXI hereof). In consideration of the Trust allowing Participating Broker-Dealer and its clients to execute certain account-related transactions and/or requests, in whole or in part, by Electronic Signature, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Participating Broker-Dealer does hereby, for itself and its successors and permitted assigns, covenant and agree to indemnify and hold harmless the Trust, the Dealer Manager Parties, each of their affiliates and each of their and their affiliates’ officers, directors, trustees, agents and employees, in whatever capacity they may act, from and against any and all claims (whether groundless or otherwise), losses, liabilities, damages and expenses, including, b
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • March 14th, 2025 • BlackRock Monticello Debt Real Estate Investment Trust • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the ___ day of _________, 2025, by and between BlackRock Monticello Debt Real Estate Investment Trust, a Maryland statutory trust (the “Trust”), and [ ] (“Indemnitee”).
BLACKROCK TRADEMARK LICENSE AGREEMENTTrademark License Agreement • March 14th, 2025 • BlackRock Monticello Debt Real Estate Investment Trust • Real estate investment trusts • New York
This BLACKROCK TRADEMARK LICENSE AGREEMENT (this “Agreement”) is effective as of the 13th day of March, 2025 (“Effective Date”) among BlackRock, Inc., a Delaware corporation (“Licensor”), on the one hand, and BlackRock Monticello Debt Real Estate Investment Trust, a Maryland statutory trust (the “REIT” or the “Licensee”), on the other hand.
AMENDED AND RESTATED ADVISORY AGREEMENT BETWEEN BLACKROCK MONTICELLO DEBT REAL ESTATE INVESTMENT TRUST AND MONTICELLOAM, LLCAdvisory Agreement • May 8th, 2025 • BlackRock Monticello Debt Real Estate Investment Trust • Real estate investment trusts • New York
THIS AMENDED AND RESTATED ADVISORY AGREEMENT (this “Agreement”), dated as of May 6, 2025 (the “Effective Date”), is by and among BlackRock Monticello Debt Real Estate Investment Trust, a Maryland statutory trust (the “Trust”), and MONTICELLOAM, LLC, a Delaware corporation (the “Monticello Advisor”). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.
AMENDED AND RESTATED ADVISORY AGREEMENT BETWEEN BLACKROCK MONTICELLO DEBT REAL ESTATE INVESTMENT TRUST AND BLACKROCK FINANCIAL MANAGEMENT, INC.Advisory Agreement • May 8th, 2025 • BlackRock Monticello Debt Real Estate Investment Trust • Real estate investment trusts • New York
THIS AMENDED AND RESTATED ADVISORY AGREEMENT (this “Agreement”), dated as of May 6, 2025 (the “Effective Date”), is by and among BlackRock Monticello Debt Real Estate Investment Trust, a Maryland statutory trust (the “Trust”), and BlackRock Financial Management, Inc., a Delaware corporation (the “BlackRock Advisor”). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • November 17th, 2025 • BlackRock Monticello Debt Real Estate Investment Trust • Real estate investment trusts • New York
THIS CREDIT AGREEMENT (this “Agreement”) is dated as of July 30, 2025, among BLKM III, LLC, a Delaware limited liability company, as the borrower (in such capacity, the “Borrower”), EACH OF THE LENDERS FROM TIME TO TIME PARTY HERETO (each together with its successors and assigns in such capacity, the “Lenders”), CUSTOMERS BANK, as the administrative agent (together with its successors and assigns in such capacity, the “Administrative Agent”),and as the account bank (together with its successors and assigns in such capacity, the “Account Bank”), BLACKROCK MONTICELLO DEBT REAL ESTATE INVESTMENT TRUST, a Maryland statutory trust, as the guarantor (together with its successors and assigns in such capacity, the “Guarantor”) and MONTICELLOAM SERVICING, LLC, a Delaware limited liability company (together with any other Person then authorized, pursuant to Section 11.1 to service, administer, and collect on the HCRE Loans and exercise rights and remedies in respect of the same, the “Servicer”).
SUBSCRIPTION AGREEMENTSubscription Agreement • May 8th, 2025 • BlackRock Monticello Debt Real Estate Investment Trust • Real estate investment trusts
Re: Subscription Agreement for the Purchase of Class E Common Shares of Beneficial Interest (this “Subscription Agreement”)
MASTER REPURCHASE AGREEMENT AND SECURITIES CONTRACT Dated as of May 23, 2025 by and between BLKM I, LLC, and each Additional Seller joined hereto from time to time, as Seller, and NATIXIS, NEW YORK BRANCH, as BuyerMaster Repurchase Agreement • May 29th, 2025 • BlackRock Monticello Debt Real Estate Investment Trust • Real estate investment trusts • New York
MASTER REPURCHASE AGREEMENT AND SECURITIES CONTRACT, dated as of May 23, 2025 (including any applicable annexes, exhibits and schedules hereto, and as may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is made by and between BLKM I, LLC, a Delaware limited liability company, as Seller, and NATIXIS, NEW YORK BRANCH, as Buyer. Seller and Buyer (each a “Party”) hereby agree as follows.
SECOND AMENDED AND RESTATED ADVISORY AGREEMENT BETWEEN BLACKROCK MONTICELLO DEBT REAL ESTATE INVESTMENT TRUST AND MONTICELLOAM, LLCAdvisory Agreement • August 12th, 2025 • BlackRock Monticello Debt Real Estate Investment Trust • Real estate investment trusts • New York
THIS SECOND AMENDED AND RESTATED ADVISORY AGREEMENT (this “Agreement”), dated as of August 8, 2025 (the “Effective Date”), is by and between BlackRock Monticello Debt Real Estate Investment Trust, a Maryland statutory trust (the “Trust”), and MONTICELLOAM, LLC, a Delaware corporation (the “Monticello Advisor”). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • July 7th, 2025 • BlackRock Monticello Debt Real Estate Investment Trust • Real estate investment trusts
Re: Subscription Agreement for the Purchase of Class F-I Common Shares of Beneficial Interest (this “Subscription Agreement”)
AMENDMENT NO. 1 TO THE SUBSCRIPTION AGREEMENTSubscription Agreement • October 17th, 2025 • BlackRock Monticello Debt Real Estate Investment Trust • Real estate investment trusts
This AMENDMENT NO. 1 TO THE SUBSCRIPTION AGREEMENT (this “Amendment No. 1”), dated as of the 16th day of October, 2025, is by and between Monticello Capital Partners, LLC, a Delaware limited liability company (the “Subscriber”), and BlackRock Monticello Debt Real Estate Investment Trust, a Maryland statutory trust (the “Trust”).
GUARANTYGuaranty • May 29th, 2025 • BlackRock Monticello Debt Real Estate Investment Trust • Real estate investment trusts • New York
GUARANTY, dated as of May 23, 2025 (as amended, restated, supplemented, or otherwise modified from time to time, this “Guaranty”), made by BLACKROCK MONTICELLO DEBT REAL ESTATE INVESTMENT TRUST, a Maryland statutory trust (“Guarantor”), in favor of NATIXIS, NEW YORK BRANCH (together with its successors and permitted assigns, “Buyer”).
U.S. $150,000,000 CREDIT AGREEMENT among BLKM III, LLC, as the Borrower, EACH OF THE LENDERS FROM TIME TO TIME PARTY HERETO, as the Lender, CUSTOMERS BANK, as the Administrative Agent and the Account Bank, BLACKROCK MONTICELLO DEBT REAL ESTATE...Credit Agreement • August 5th, 2025 • BlackRock Monticello Debt Real Estate Investment Trust • Real estate investment trusts • New York
THIS CREDIT AGREEMENT (this “Agreement”) is dated as of July 30, 2025, among BLKM III, LLC, a Delaware limited liability company, as the borrower (in such capacity, the “Borrower”), EACH OF THE LENDERS FROM TIME TO TIME PARTY HERETO (each together with its successors and assigns in such capacity, the “Lenders”), CUSTOMERS BANK, as the administrative agent (together with its successors and assigns in such capacity, the “Administrative Agent”),and as the account bank (together with its successors and assigns in such capacity, the “Account Bank”), BLACKROCK MONTICELLO DEBT REAL ESTATE INVESTMENT TRUST, a Maryland statutory trust, as the guarantor (together with its successors and assigns in such capacity, the “Guarantor”) and MONTICELLOAM SERVICING, LLC, a Delaware limited liability company (together with any other Person then authorized, pursuant to Section 11.1 to service, administer, and collect on the HCRE Loans and exercise rights and remedies in respect of the same, the “Servicer”).
AMENDMENT NO. 2 TO THE SUBSCRIPTION AGREEMENTSubscription Agreement • October 17th, 2025 • BlackRock Monticello Debt Real Estate Investment Trust • Real estate investment trusts
This AMENDMENT NO. 2 TO THE SUBSCRIPTION AGREEMENT (this “Amendment No. 2”), dated as of the 16th day of October, 2025, is by and between BlackRock Financial Management, Inc., a Delaware corporation (the “Subscriber”), and BlackRock Monticello Debt Real Estate Investment Trust, a Maryland statutory trust (the “Trust”).
THIRD AMENDED AND RESTATED ADVISORY AGREEMENT BETWEEN BLACKROCK MONTICELLO DEBT REAL ESTATE INVESTMENT TRUST AND BLACKROCK FINANCIAL MANAGEMENT, INC.Advisory Agreement • October 17th, 2025 • BlackRock Monticello Debt Real Estate Investment Trust • Real estate investment trusts • New York
THIS THIRD AMENDED AND RESTATED ADVISORY AGREEMENT (this “Agreement”), dated as of October 16, 2025 (the “Effective Date”), is by and between BlackRock Monticello Debt Real Estate Investment Trust, a Maryland statutory trust (the “Trust”), and BlackRock Financial Management, Inc., a Delaware corporation (the “BlackRock Advisor”). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.
THIRD AMENDED AND RESTATED ADVISORY AGREEMENT BETWEEN BLACKROCK MONTICELLO DEBT REAL ESTATE INVESTMENT TRUST AND MONTICELLOAM, LLCAdvisory Agreement • October 17th, 2025 • BlackRock Monticello Debt Real Estate Investment Trust • Real estate investment trusts • New York
THIS THIRD AMENDED AND RESTATED ADVISORY AGREEMENT (this “Agreement”), dated as of October 16, 2025 (the “Effective Date”), is by and between BlackRock Monticello Debt Real Estate Investment Trust, a Maryland statutory trust (the “Trust”), and MONTICELLOAM, LLC, a Delaware corporation (the “Monticello Advisor”). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.
SUBSCRIPTION AGREEMENTSubscription Agreement • April 11th, 2025 • BlackRock Monticello Debt Real Estate Investment Trust • Real estate investment trusts
Re: Subscription Agreement for the Purchase of Class E Common Shares of Beneficial Interest (this “Subscription Agreement”)
LOAN AND SECURITY AGREEMENT dated as of October 28, 2025 by and among BLKM IV, LLC, as Borrower, CIBC BANK USA, as a Lender and as Administrative Agent for all Lenders, and The Other Financial Institutions Parties Hereto as the LendersLoan and Security Agreement • November 14th, 2025 • BlackRock Monticello Debt Real Estate Investment Trust • Real estate investment trusts • Illinois
SECOND AMENDED AND RESTATED ADVISORY AGREEMENT BETWEEN BLACKROCK MONTICELLO DEBT REAL ESTATE INVESTMENT TRUST AND BLACKROCK FINANCIAL MANAGEMENT, INC.Advisory Agreement • August 12th, 2025 • BlackRock Monticello Debt Real Estate Investment Trust • Real estate investment trusts • New York
THIS SECOND AMENDED AND RESTATED ADVISORY AGREEMENT (this “Agreement”), dated as of August 8, 2025 (the “Effective Date”), is by and between BlackRock Monticello Debt Real Estate Investment Trust, a Maryland statutory trust (the “Trust”), and BlackRock Financial Management, Inc., a Delaware corporation (the “BlackRock Advisor”). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.
GUARANTY OF NON-RECOURSE CARVE-OUTSGuaranty of Non-Recourse Carve-Outs • November 14th, 2025 • BlackRock Monticello Debt Real Estate Investment Trust • Real estate investment trusts • Illinois
THIS GUARANTY OF NON-RECOURSE CARVE-OUTS (as the same may be amended, supplemented or otherwise modified from time to time, this “Guaranty”) is made as of October 28, 2025, by BLACKROCK MONTICELLO DEBT REAL ESTATE INVESTMENT TRUST, a Maryland statutory trust (“Guarantor”) to CIBC BANK USA, an Illinois banking corporation (“Administrative Agent”), and its successors and assigns, for itself as a Lender and as the administrative agent for the “Lenders” as defined in and that are parties to the Loan Agreement (as hereinafter defined).