Guarantee Agreement Sample Contracts

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Cross Guarantee Agreement (October 20th, 2017)

This CROSS GUARANTEE AGREEMENT is dated as of November 26, 2014 (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement"), by each of the signatories listed on the signature pages hereto and each of the other entities that becomes a party hereto pursuant to Section 19 (the "Guarantors" and individually, a "Guarantor"), for the benefit of the Guaranteed Parties (as defined below).

NextEra Energy Partners, LP – GUARANTEE AGREEMENT Between NextEra Energy Partners, LP (As Guarantor) and the Bank of New York Mellon (As Guarantee Trustee) Dated as of September 25, 2017 (September 25th, 2017)

This GUARANTEE AGREEMENT ("Guarantee Agreement"), dated as of September 25, 2017, is executed and delivered by NextEra Energy Partners, LP, a Delaware limited partnership (the "Guarantor"), and The Bank of New York Mellon, a New York banking corporation, as trustee (the "Guarantee Trustee"), for the benefit of the Holders (as defined herein) from time to time of the Guaranteed Securities (as defined herein) of NextEra Energy Operating Partners, LP, a Delaware limited partnership (the "Issuer");

GUARANTEE AGREEMENT Between NextEra Energy Partners, LP (As Guarantor) and the Bank of New York Mellon (As Guarantee Trustee) Dated as of September 25, 2017 (September 25th, 2017)

This GUARANTEE AGREEMENT ("Guarantee Agreement"), dated as of September 25, 2017, is executed and delivered by NextEra Energy Partners, LP, a Delaware limited partnership (the "Guarantor"), and The Bank of New York Mellon, a New York banking corporation, as trustee (the "Guarantee Trustee"), for the benefit of the Holders (as defined herein) from time to time of the Guaranteed Securities (as defined herein) of NextEra Energy Operating Partners, LP, a Delaware limited partnership (the "Issuer");

NextEra Energy Partners, LP – GUARANTEE AGREEMENT Between NextEra Energy US Partners Holdings, LLC (As Guarantor) and the Bank of New York Mellon (As Guarantee Trustee) Dated as of September 25, 2017 (September 25th, 2017)

This GUARANTEE AGREEMENT ("Guarantee Agreement"), dated as of September 25, 2017, is executed and delivered by NextEra Energy US Partners Holdings, LLC, a Delaware limited liability company (the "Guarantor"), and The Bank of New York Mellon, a New York banking corporation, as trustee (the "Guarantee Trustee"), for the benefit of the Holders (as defined herein) from time to time of the Guaranteed Securities (as defined herein) of NextEra Energy Operating Partners, LP, a Delaware limited partnership (the "Issuer");

GUARANTEE AGREEMENT Between NextEra Energy US Partners Holdings, LLC (As Guarantor) and the Bank of New York Mellon (As Guarantee Trustee) Dated as of September 25, 2017 (September 25th, 2017)

This GUARANTEE AGREEMENT ("Guarantee Agreement"), dated as of September 25, 2017, is executed and delivered by NextEra Energy US Partners Holdings, LLC, a Delaware limited liability company (the "Guarantor"), and The Bank of New York Mellon, a New York banking corporation, as trustee (the "Guarantee Trustee"), for the benefit of the Holders (as defined herein) from time to time of the Guaranteed Securities (as defined herein) of NextEra Energy Operating Partners, LP, a Delaware limited partnership (the "Issuer");

FS Credit Real Estate Income Trust, Inc. – Guarantee Agreement (September 7th, 2017)

Pursuant to that certain Master Repurchase and Securities Contract, dated as of August 30, 2017 (as amended, supplemented or otherwise modified from time to time, the Repurchase Agreement), between Wells Fargo Bank, National Association (Buyer) and FS CREIT Finance WF-1 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, Custodian is required to take possession of the Purchased Assets, along with certain other documents specified in the Custodial Agreement, as Custodian of Buyer and any future purchaser, on several delivery dates, in accordance with the terms

Education Realty Operating Partnership L P – Education Realty Operating Partnership, LP Education Realty Trust, Inc. 4.22% Series a Guaranteed Senior Notes Due August 31, 2029 4.30% Series B Guaranteed Senior Notes Due August 31, 2032 Note and Guarantee Agreement Dated as of August 31, 2017 (August 31st, 2017)

Education Realty Operating Partnership, LP, a Delaware limited partnership (the "Issuer"), and Education Realty Trust, Inc., a Maryland corporation (the "Parent Guarantor," and together with the Issuer, the "Constituent Companies" and individually, a "Constituent Company"), agree with each of the Purchasers as follows:

Secoo Holding Ltd – Guarantee Agreement (Maximum Amount) for Corporate Guarantor (Ref No.: CL201511002-GA-1-001) (August 25th, 2017)

For the security of the well performance of the obligations under the Principal Contract (as defined hereunder) by the Debtor (as defined hereunder) and ensuring the recovery of the Banks right of credit, the Guarantor hereof agrees to assume the guarantee liability as agreed herein.

Realty Finance Trust, Inc. – Amended and Restated Guarantee Agreement (August 23rd, 2017)

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").

Kraton Performance Polymers Inc – First Amendment and Consent to Amended and Restated Loan, Security and Guarantee Agreement (August 17th, 2017)

THIS FIRST AMENDMENT AND CONSENT TO AMENDED AND RESTATED LOAN, SECURITY AND GUARANTEE AGREEMENT (this "Amendment") is dated as of August 16, 2017, by and among KRATON CORPORATION, a Delaware corporation (the "Parent"), KRATON POLYMERS U.S. LLC, a Delaware limited liability company (the "Initial U.S. Borrower"), KRATON CHEMICAL, LLC, a Delaware limited liability company (the "Added U.S. Borrower"), KRATON POLYMERS NEDERLAND B.V., a besloten vennootschap met beperkte aansprakelijkheid (a private limited liability company) organized under the laws of the Netherlands (the "Initial Dutch Kraton Borrower" and, together with the Initial U.S. Borrower and the Added U.S. Borrower, the "Borrowers" and each, a "Borrower"), certain other subsidiaries of the Parent as Guarantors (such subsidiaries, together with the Borrowers, collectively, the "Loan Parties" and individually, each a "Loan Party"), the financial institutions party to the Loan Agreement from time to time as lenders (collectively, th

Rexford Industrial Realty, L.P. Rexford Industrial Realty, Inc. Second Amendment Dated as of June 16, 2017 to Note Purchase and Guarantee Agreement Dated as of July 16, 2015 Re: 4.29% Guaranteed Senior Notes Due August 6, 2025 (August 4th, 2017)

This Second Amendment dated as of June 16, 2017 (this "Second Amendment") to that certain Note Purchase and Guarantee Agreement dated as of July 16, 2015 is by and among Rexford Industrial Realty, L.P., a Maryland limited partnership (the "Issuer"), Rexford Industrial Realty, Inc., a Maryland corporation and the sole general partner and a limited partner of the Issuer (the "Parent Guarantor," and together with the Issuer, the "Constituent Companies" and individually, a "Constituent Company"), each Subsidiary Guarantor signatory hereto (the "Subsidiary Guarantors"), and each of the institutional investors listed on the signature pages hereto (collectively, the "Noteholders").

Cross Guarantee Agreement (July 24th, 2017)

This CROSS GUARANTEE AGREEMENT is dated as of November 26, 2014 (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement"), by each of the signatories listed on the signature pages hereto and each of the other entities that becomes a party hereto pursuant to Section 19 (the "Guarantors" and individually, a "Guarantor"), for the benefit of the Guaranteed Parties (as defined below).

Goldman Sachs Capital I – [Form Of] GUARANTEE AGREEMENT Between THE GOLDMAN SACHS GROUP, INC., as Guarantor, and THE BANK OF NEW YORK MELLON, as Guarantee Trustee GOLDMAN SACHS CAPITAL VII Dated as of [ ] (July 10th, 2017)

GUARANTEE AGREEMENT, dated as of [ ], is executed and delivered by THE GOLDMAN SACHS GROUP, INC., a Delaware corporation (the Guarantor), having its principal office at 200 West Street, New York, New York 10282, and THE BANK OF NEW YORK MELLON, a New York banking corporation, as trustee (the Guarantee Trustee), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of GOLDMAN SACHS CAPITAL VII, a Delaware statutory trust (the Issuer Trust).

Granite Point Mortgage Trust Inc. – Guarantee Agreement (July 5th, 2017)

THIS GUARANTEE AGREEMENT, dated as of June 28, 2017 (as amended, restated, supplemented, or otherwise modified from time to time, this Guarantee), made by GRANITE POINT MORTGAGE TRUST INC., a Maryland corporation (Guarantor), in favor of GOLDMAN SACHS BANK USA, a New York state-chartered bank, as buyer (Buyer).

Granite Point Mortgage Trust Inc. – Amended and Restated Guarantee Agreement (July 5th, 2017)

AMENDED AND RESTATED GUARANTEE AGREEMENT, dated as of June 28, 2017 and effective as of the Effective Date (as defined below) (as amended, restated, supplemented, or otherwise modified from time to time, this Guarantee), made by GRANITE POINT MORTGAGE 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).

Granite Point Mortgage Trust Inc. – Guarantee Agreement (July 5th, 2017)

Pursuant to that certain Master Repurchase Agreement and Securities Contract, dated as of June 28, 2017 (as amended, restated, supplemented or otherwise modified from time to time, the Repurchase Agreement), by and between Buyer and GP Commercial WF LLC, as seller (Seller) and that certain Fee and Pricing Letter (as amended, supplemented or otherwise modified from time to time, the Fee Letter) by and between Buyer and Seller, Seller has agreed to sell certain Purchased Assets (as defined in the Repurchase Agreement) to Buyer upon the terms and subject to the conditions as set forth therein. Pursuant to the terms of that certain Custodial Agreement by and among Wells Fargo Bank, National Association, in its capacity as custodian (the Custodian), Buyer and Seller (as amended, restated, supplemented or otherwise modified from time to time, the Custodial Agreement), the Custodian is required to take possession of the Purchased Assets, along with certain other documents specified in the Cu

RenaissanceRe Holdings Ltd. – SENIOR DEBT SECURITIES GUARANTEE AGREEMENT Between RENAISSANCERE HOLDINGS LTD., as Guarantor, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Guarantee Trustee Dated as of June 29, 2017 (June 29th, 2017)

This SENIOR DEBT SECURITIES GUARANTEE AGREEMENT (this Guarantee Agreement or this Guarantee), dated as of June 29, 2017, is executed and delivered by RENAISSANCERE HOLDINGS LTD., a Bermuda company (RenaissanceRe or the Guarantor), having its principal executive offices at Renaissance House, 12 Crow Lane, Pembroke HM 19, Bermuda, and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation (Deutsche Bank), not in its individual capacity but solely as the Guarantee trustee (the Guarantee Trustee), having its Corporate Trust Office located at 60 Wall Street, 16th Floor, MS NYC 60-1630, New York, New York 10005, for the benefit of the Holders (as defined herein) from time to time of the Senior Notes (as defined herein) issued by RenaissanceRe Finance Inc., a Delaware corporation (the Issuer).

Sce Trust Vi – Guarantee Agreement (June 26th, 2017)

This GUARANTEE AGREEMENT (the "Guarantee"), dated as of June 26, 2017, is executed and delivered by SOUTHERN CALIFORNIA EDISON COMPANY, a California corporation (the "Guarantor"), for the benefit of the Holders (as defined herein) from time to time of the Securities (as defined herein) of SCE TRUST VI, a Delaware statutory trust (the "Trust").

Fifth Amended and Restated Guarantee Agreement (May 22nd, 2017)

WHEREAS, Lennar Corporation, a Delaware corporation (the Borrower), has entered into that certain Fourth Amended and Restated Credit Agreement, dated as of June 24, 2016, among the Borrower, the Lenders, including the Swingline Lender and the Issuing Lender, party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (hereinafter, the Administrative Agent) for the Lenders (as amended, supplemented or otherwise modified from time to time, being the Fourth Amended and Restated Credit Agreement), which Fourth Amended and Restated Credit Agreement is being amended and restated in its entirety pursuant to that certain Fifth Amended and Restated Credit Agreement dated as of the date hereof by and among the Borrower, the Lenders party thereto and the Administrative Agent (the Fifth Amended and Restated Credit Agreement, as amended, supplemented or otherwise modified from time to time, being referred to herein as the Credit Agreement, and capitalized terms not defined herein but defi

Fourth Amendment and Waiver to Note Purchase and Guarantee Agreement (May 10th, 2017)

This Fourth Amendment and Waiver to Note Purchase and Guarantee Agreement (this "Amendment"), dated as of May 8, 2017, is made by and among CHICAGO BRIDGE & IRON COMPANY (DELAWARE), a Delaware corporation (the "Company"), CHICAGO BRIDGE & IRON COMPANY N.V., a corporation incorporated under the laws of The Netherlands (the "Parent Guarantor" and, together with the Company, the "Obligors"), and each of the institutions set forth on the signature pages to this Amendment (collectively, the "Noteholders").

Sixth Amendment and Waiver to Note Purchase and Guarantee Agreement (May 10th, 2017)

This Sixth Amendment and Waiver to Note Purchase and Guarantee Agreement (this "Amendment"), dated as of May 8, 2017, is made by and among CHICAGO BRIDGE & IRON COMPANY (DELAWARE), a Delaware corporation (the "Company"), CHICAGO BRIDGE & IRON COMPANY N.V., a corporation incorporated under the laws of The Netherlands (the "Parent Guarantor" and, together with the Company, the "Obligors"), and each of the institutions set forth on the signature pages to this Amendment (collectively, the "Noteholders").

TPG RE Finance Trust, Inc. – Guarantee Agreement (April 25th, 2017)

Pursuant to that certain Master Repurchase Agreement, dated as of August 20, 2015 (as amended, supplemented or otherwise modified from time to time, the Repurchase Agreement), between Buyer and TPG RE Finance 1, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (Seller), Seller has agreed to sell, from time to time, to Buyer certain Eligible Assets (as defined in the Repurchase Agreement, upon purchase by Buyer, each a Purchased Asset and, collectively, the Purchased Assets), upon the terms and subject to the conditions as set forth therein. Pursuant to the terms of that certain Custodial Agreement dated August 20, 2015 (the Custodial Agreement) by and among Buyer, Seller and U.S. Bank National Association (the Custodian), Custodian is required to take possession of the Purchased Assets, along with certain other documents specified in the Custodial Agreement, as Custodian of Buyer and any future purchaser, on several delivery dates, in a

TPG RE Finance Trust, Inc. – Guarantee Agreement (April 25th, 2017)

GUARANTEE AGREEMENT, dated as of May 25, 2016 (as amended, restated, supplemented, or otherwise modified from time to time, this Guarantee), made by TPG RE FINANCE TRUST HOLDCO, LLC, a Delaware limited liability company having its principal place of business at c/o TPG RE Finance Trust Management, L.P. , 888 Seventh Avenue, 35th Floor, New York, NY 10106 (the Guarantor), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (the Buyer) and any of its parent, subsidiary or affiliated companies.

TPG RE Finance Trust, Inc. – Guarantee Agreement (April 25th, 2017)

This GUARANTEE AGREEMENT, dated as of August, 19, 2015 (as amended, restated, supplemented, or otherwise modified from time to time, this Guarantee), made by TPG RE Finance Trust Holdco, LLC, a Delaware limited liability company (Guarantor), in favor of Goldman Sachs Bank USA, a New York state-chartered bank, as buyer (Buyer).

Cross Guarantee Agreement (April 21st, 2017)

This CROSS GUARANTEE AGREEMENT is dated as of November 26, 2014 (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement"), by each of the signatories listed on the signature pages hereto and each of the other entities that becomes a party hereto pursuant to Section 19 (the "Guarantors" and individually, a "Guarantor"), for the benefit of the Guaranteed Parties (as defined below).

TERM GUARANTEE AGREEMENT Dated as of April 13, 2017 Among THE GUARANTORS PARTY HERETO and ROYAL BANK OF CANADA, as Term Collateral Agent (April 17th, 2017)

TERM GUARANTEE AGREEMENT dated as of April 13, 2017 (as amended, restated, supplemented or otherwise modified from time to time, this Agreement) among the Guarantors from time to time party hereto and ROYAL BANK OF CANADA, as Term Term Collateral Agent, on behalf of itself and the other Secured Parties (in such capacity, the Term Collateral Agent).

KKR Real Estate Finance Trust Inc. – Amendment No. 3 to Guarantee Agreement (April 13th, 2017)

AMENDMENT NO. 3 TO GUARANTEE AGREEMENT, dated as of April 7, 2017 (this Amendment), by and between WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (Buyer) and KKR REAL ESTATE FINANCE HOLDINGS, L.P., a Delaware limited partnership (Guarantor). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Repurchase Agreement (as defined below).

GUARANTEE AGREEMENT Dated as of April 6, 2017, Among AMERICAN AXLE & MANUFACTURING, INC., AMERICAN AXLE & MANUFACTURING HOLDINGS, INC., THE SUBSIDIARY GUARANTORS IDENTIFIED HEREIN and JPMORGAN CHASE BANK, N.A., as Administrative Agent (April 12th, 2017)

GUARANTEE AGREEMENT dated as of April 6, 2017 (this "Agreement"), among AMERICAN AXLE & MANUFACTURING, INC., AMERICAN AXLE & MANUFACTURING HOLDINGS, INC., the SUBSIDIARY GUARANTORS identified herein and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

Sunoco LP – Guarantee Agreement (April 6th, 2017)

This Guarantee Agreement, dated as of April 6, 2017 (this Guarantee Agreement), is made by Sunoco LP, a Delaware limited partnership (SUN) and by Sunoco, LLC, a Delaware limited liability company (Supply Co, together with SUN, the Guarantors), in favor of 7-Eleven, Inc., a Texas corporation (7-Eleven), SEI Fuel Services, Inc., a Texas corporation and wholly-owned subsidiary of 7-Eleven (SEI Fuel, and, together with 7-Eleven, referred to herein collectively as Buyers, and each, individually, as a Buyer; Guarantors and Buyers are referred to herein collectively as the Parties, and each, individually, as a Party) and the other Buyer Indemnified Parties. Reference is hereby made to that certain Asset Purchase Agreement (as may be amended from time to time in accordance with its terms, the Purchase Agreement), dated as of April 6, 2017, by and among Susser Petroleum Property Company LLC, a Delaware limited liability company (PropCo), Sunoco Retail LLC, a Pennsylvania limited liability compa

KKR Real Estate Finance Trust Inc. – Amendment No. 2 to Master Repurchase and Securities Contract, Guarantee Agreement, Servicing Agreement and Custodial Agreement (April 3rd, 2017)

AMENDMENT NO. 2 TO MASTER REPURCHASE AND SECURITIES CONTRACT, GUARANTEE AGREEMENT, SERVICING AGREEMENT AND CUSTODIAL AGREEMENT, dated as of September 9, 2016 (this Amendment), between and among KREF LENDING I LLC, a Delaware limited liability company (Seller), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (Buyer), KKR REAL ESTATE FINANCE HOLDINGS, L.P., a Delaware limited partnership (Guarantor), SITUS ASSET MANAGEMENT LLC, a Delaware limited liability company (Servicer) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, in its capacity as Custodian (Custodian). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Repurchase Agreement (as defined below).

KKR Real Estate Finance Trust Inc. – Guarantee Agreement (April 3rd, 2017)

GUARANTEE AGREEMENT, dated as of October 21, 2015 (as amended, restated, supplemented, or otherwise modified from time to time, this Guarantee), made by KKR Real Estate Finance Holdings, L.P., a Delaware limited partnership (Guarantor), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (Buyer) and any of its parent, subsidiary or affiliated companies.

KKR Real Estate Finance Trust Inc. – Guarantee Agreement (April 3rd, 2017)

Pursuant to that certain Master Repurchase Agreement, dated as of October 15, 2015 (as amended, supplemented or otherwise modified from time to time, the Repurchase Agreement), between Buyer and KREF LENDING II LLC (Seller), Seller has agreed to sell, from time to time, to Buyer certain Eligible Assets (as defined in the Repurchase Agreement, upon purchase by Buyer, each a Purchased Asset and, collectively, the Purchased Assets), upon the terms and subject to the conditions as set forth therein. Pursuant to the terms of that certain Custodial Agreement dated October 15, 2015 (the Custodial Agreement) by and among Buyer, Seller and Wells Fargo Bank, National Association (the Custodian), Custodian is required to take possession of the Purchased Assets, along with certain other documents specified in the Custodial Agreement, as Custodian of Buyer and any future purchaser, on several delivery dates, in accordance with the terms and conditions of the Custodial Agreement. Pursuant to the t

Waiver and Amendment No. 7 to Note Purchase and Guarantee Agreement (March 10th, 2017)

THIS WAIVER AND AMENDMENT NO. 7 TO NOTE PURCHASE AND GUARANTEE AGREEMENT (this "Amendment") is made as of December 18, 2015 by and among Dairyland USA Corporation, a New York corporation ("Dairyland"), The Chefs' Warehouse Mid- Atlantic, LLC, a Delaware limited liability company ("CW Mid-Atlantic"), Bel Canto Foods, LLC, a New York limited liability company ("Bel Canto"), The Chefs' Warehouse West Coast, LLC, a Delaware limited liability company ("CW West Coast"), and The Chefs' Warehouse of Florida, LLC, a Delaware limited liability company ("CW Florida", and together with Dairyland, CW Mid-Atlantic, Bel Canto and CW West Coast, the "Issuers"), each of the Guarantors whose names appear on the signature pages hereto (together with the Issuers, collectively, the "Obligors"), and each of the holders of the Notes whose names appear on the signature pages hereto (each a "Noteholder" and collectively, the "Noteholders").

Amendment No. 8 to Note Purchase and Guarantee Agreement (March 10th, 2017)

THIS AMENDMENT NO. 8 TO NOTE PURCHASE AND GUARANTEE AGREEMENT (this "Amendment") is made as of February 26, 2016 by and among Dairyland USA Corporation, a New York corporation ("Dai1yland"), The Chefs' Warehouse Mid-Atlantic, LLC, a Delaware limited liability company ("CW Mid-Atlantic"), Bel Canto Foods, LLC, a New York limited liability company ("Bel Canto"), The Chefs' Warehouse West Coast, LLC, a Delaware limited liability company ("CW West Coast"), and The Chefs' Warehouse of Florida, LLC, a Delaware limited liability company ("CW Florida", and together with Dairyland, CW Mid-Atlantic, Bel Canto and CW West Coast, the "Issuers"), each of the Guarantors whose names appear on the signature pages hereto (together with the Issuers, collectively, the "Obligors"), and each of the holders of the Notes whose names appear on the sign

KKR Real Estate Finance Trust Inc. – Guarantee Agreement (March 10th, 2017)

Pursuant to that certain Master Repurchase Agreement, dated as of October 15, 2015 (as amended, supplemented or otherwise modified from time to time, the Repurchase Agreement), between Buyer and KREF LENDING II LLC (Seller), Seller has agreed to sell, from time to time, to Buyer certain Eligible Assets (as defined in the Repurchase Agreement, upon purchase by Buyer, each a Purchased Asset and, collectively, the Purchased Assets), upon the terms and subject to the conditions as set forth therein. Pursuant to the terms of that certain Custodial Agreement dated October 15, 2015 (the Custodial Agreement) by and among Buyer, Seller and Wells Fargo Bank, National Association (the Custodian), Custodian is required to take possession of the Purchased Assets, along with certain other documents specified in the Custodial Agreement, as Custodian of Buyer and any future purchaser, on several delivery dates, in accordance with the terms and conditions of the Custodial Agreement. Pursuant to the t