Common use of Assignment Documents Clause in Contracts

Assignment Documents. No less than two (2) Business Days prior to the proposed Purchase Date, Seller shall have executed and delivered to Purchaser, in form and substance reasonably satisfactory to Purchaser and its counsel, all applicable assignment documents assigning to Purchaser the proposed Eligible Asset that shall be subject to no liens except as expressly permitted by Purchaser. Each of the assignment documents shall contain such representations and warranties in writing concerning the proposed Eligible Asset and such other terms as shall be satisfactory to Purchaser in its sole and absolute discretion. EXHIBIT VIII FORM OF MARGIN CALL [DATE] Via Electronic Transmission CMTG BB Finance LLC c/o Mack Real Estate Credit Strategies 00 Xxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxx XxXxxxxx Telephone: [***] Email: [***] c/o Mack Real Estate Group 00 Xxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: General Counsel Email: [***] Re: Master Repurchase Agreement, dated as of December 21, 2018 (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Master Repurchase Agreement”) by and between Barclays Bank PLC (“Purchaser”) and CMTG BB Finance LLC (“Seller”) Ladies and Gentlemen: Pursuant to Article 4(a) of the Master Repurchase Agreement, Purchaser hereby notifies Seller that a Margin Deficit Event has occurred as set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Master Repurchase Agreement. Purchased Asset: _____________________

Appears in 2 contracts

Samples: Master Repurchase Agreement (Claros Mortgage Trust, Inc.), Master Repurchase Agreement (Claros Mortgage Trust, Inc.)

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Assignment Documents. No less than two (2) Business Days prior to the proposed Purchase Date, Seller shall have executed and delivered to Purchaser, in form and substance reasonably satisfactory to Purchaser and its counsel, execution versions of all applicable assignment documents assigning in blank with respect to Purchaser the proposed Eligible Asset that shall be subject to no liens except as expressly permitted by Purchaser. Each of the assignment documents shall contain such representations and warranties in writing concerning the proposed Eligible Asset and such other terms as shall be satisfactory to Purchaser in its sole and absolute discretion. EXHIBIT VIII FORM OF MARGIN CALL [DATE] Via Electronic Transmission CMTG BB Finance Parlex 8 Xxxxx, LLC Parlex 8 GBP Xxxxx, LLC Parlex 8 EUR Xxxxx, LLC c/o Mack Real Estate Credit Strategies 00 Xxxxxxxx Blackstone Mortgage Trust, Inc. 000 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxx XxXxxxxx Telephone: [***] Xxxxx Email: [***] c/o Mack Real Estate Group 00 Xxxxxxxx XXXXXxxxxxxxxXxxxxxxx@xxxxxxxxxx.xxx U.S. Bank Global Corporate Trust Limited Fifth Floor 000 Xxx Xxxxx Xxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 AttentionXX0X 0XX Xxxxxx Xxxxxxx Attn: General Counsel MBS ERG Email: [***] xxx.xxx.xxxxxx@xxxxxx.xxx Re: Master Repurchase Agreement, dated as of December 21May 14, 2018 2021 (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Master Repurchase Agreement”) by and between Barclays Bank PLC among (i) Parlex 8 USD IE Issuer Designated Activity Company, Parlex 8 GBP IE Issuer Designated Activity Company and Parlex 8 EUR IE Issuer Designated Activity Company, each as a Purchaser, (ii) Banco Santander, S.A., as Collateral Agent, and CMTG BB Finance (iii) Parlex 8 Xxxxx, LLC, Parlex 8 GBP Xxxxx, LLC (“Seller”) and Parlex 8 EUR Xxxxx, LLC, each as a Seller Ladies and Gentlemen: Pursuant to Article 4(a) of the Master Repurchase Agreement, Purchaser hereby notifies Seller Sellers that a Margin Deficit Event has occurred as set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Master Repurchase Agreement. Purchased Asset: _____________________:

Appears in 1 contract

Samples: Master Repurchase Agreement (Blackstone Mortgage Trust, Inc.)

Assignment Documents. No less than two (2) Business Days prior to the proposed Purchase Date, Seller shall have executed and delivered to Purchaser, in form and substance reasonably satisfactory to Purchaser and its counsel, all applicable assignment documents assigning to Purchaser in blank the proposed Eligible Asset that shall be subject to no liens Liens except as expressly permitted by Purchaser. Each of the assignment documents shall contain such representations and warranties in writing concerning the proposed Eligible Asset and such other terms as in each case shall be satisfactory to Purchaser in its sole and absolute discretion. EXHIBIT VIII FORM OF MARGIN CALL [DATE] Via Electronic Transmission CMTG BB TPG RE Finance LLC 23, Ltd. c/o Mack Real Estate Credit Strategies 00 Xxxxxxxx TPG RE Finance Trust Management, L.P. 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx XX 00000 Attention: Xxxxx Xxxxxxx XxXxxxxx Telephone: [***] Email: [***] c/o Mack Real Estate Group 00 Xxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: General Counsel Email: [***] xxxxxxxx@xxx.xxx Re: Master Repurchase Agreement, dated as of December 21August 13, 2018 2019 (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Master Repurchase Agreement”) by and between Barclays Bank PLC (“Purchaser”) and CMTG BB TPG RE Finance LLC 23, Ltd. (“Seller”) Ladies and Gentlemen: Pursuant to Article 4(a) of the Master Repurchase Agreement, Purchaser hereby notifies Seller that a Margin Deficit Event has occurred as set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Master Repurchase Agreement. Purchased Asset: _____________________:

Appears in 1 contract

Samples: Master Repurchase Agreement (TPG RE Finance Trust, Inc.)

Assignment Documents. No less than two (2) Business Days prior to the proposed Purchase Date, Seller shall have executed and delivered to Purchaser, in form and substance reasonably satisfactory to Purchaser and its counsel, all applicable assignment documents assigning to Purchaser the proposed Eligible Asset that shall be subject to no liens except as expressly permitted by Purchaser. Each of the assignment documents shall contain such representations and warranties in writing concerning the proposed Eligible Asset and such other terms as shall be satisfactory to Purchaser in its sole and absolute discretion. EXHIBIT VIII FORM OF MARGIN CALL [DATE] Via Electronic Transmission CMTG BB FS CREIT Finance BB-1 LLC c/o Mack Real Estate Credit Strategies 00 Xxxxxxxx Xxxxxx000 Xxxxx Xxxxxxxxx Philadelphia, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 PA 19112 Attention: Xxxxxxx XxXxxxxx Chief Financial Officer Telephone: [***] (000) 000-0000 Email: [***] c/o Mack Real Estate Group 00 Xxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: General Counsel Email: [***] xxxxxx.xxxxxxx@xxxxxxxxxxxxx.xxx XXXXXXX_XXXX@xxxxxxxxxxxxx.xxx Re: Master Repurchase Agreement, dated as of December 21February 22, 2018 2021 (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Master Repurchase Agreement”) by and between Barclays Bank PLC (“Purchaser”) and CMTG BB FS CREIT Finance BB-1 LLC (“Seller”) Ladies and Gentlemen: Pursuant to Article 4(a) of the Master Repurchase Agreement, Purchaser hereby notifies Seller that a Margin Deficit Event has occurred as set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Master Repurchase Agreement. Purchased Asset: _____________________:

Appears in 1 contract

Samples: Master Repurchase Agreement (FS Credit Real Estate Income Trust, Inc.)

Assignment Documents. No less than two (2) Business Days prior to the proposed Purchase Date, Seller shall have executed and delivered to Purchaser, in form and substance reasonably satisfactory to Purchaser and its counsel, all applicable assignment documents assigning to Purchaser in blank the proposed Eligible Asset that shall be subject to no liens Liens except as expressly permitted by Purchaser. Each of the assignment documents shall contain such representations and warranties in writing concerning the proposed Eligible Asset and such other terms as shall be satisfactory to Purchaser in its sole and absolute discretion. EXHIBIT VIII FORM OF MARGIN CALL [DATE] Via Electronic Transmission CMTG BSPRT BB Finance Float, LLC BSPRT BB Fixed, LLC c/o Mack Real Estate Credit Strategies 00 Xxxxxxxx Benefit Street Partners Realty Trust, Inc. 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx XX 00000 Attention: Xxxxxxx XxXxxxxx Telephone: [***] Xxxxx Xxxxxxx, Esq. Email: [***] c/o Mack Real Estate Group 00 Xxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: General Counsel Email: [***] x.xxxxxxx@xxxxxxxxxxxxxxxxxxxxx.xxx Re: Master Repurchase Agreement, dated as of December 21March 15, 2018 2019 (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Master Repurchase Agreement”) by and between among Barclays Bank PLC (“Purchaser”) and CMTG ), BSPRT BB Finance Float, LLC (“Floating Rate Seller”) and BSPRT BB Fixed, LLC (“Fixed Rate Seller” and, together with Floating Rate Seller, “Sellers”) Ladies and Gentlemen: Pursuant to Article 4(a) of the Master Repurchase Agreement, Purchaser hereby notifies Seller Sellers that a Margin Deficit Event has occurred as set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Master Repurchase Agreement. Purchased Asset: _____________________

Appears in 1 contract

Samples: Master Repurchase Agreement (Benefit Street Partners Realty Trust, Inc.)

Assignment Documents. No less than two (2) Business Days prior to the proposed Purchase Date, Seller shall have executed and delivered to PurchaserCustodian, in form and substance reasonably satisfactory to Purchaser and its counsel, all applicable assignment documents assigning to Purchaser evidencing the complete, unbroken chain of assignment from the originator or initial holder of the proposed Eligible Asset, as applicable, to Seller, together with the corresponding original assignment documents from Seller to blank (“______”). The proposed Eligible Asset that shall be subject to no liens except as expressly permitted by Purchaser. Each of the assignment documents shall contain such representations and warranties in writing concerning the proposed Eligible Asset and such other terms as shall be satisfactory to Purchaser in its sole and absolute discretion. EXHIBIT VIII FORM OF MARGIN CALL [DATE] Via Electronic Transmission CMTG BB Finance RFT GS LOAN, LLC c/o Mack Real Estate Credit Strategies 00 Xxxxxxxx Xxxxxx, Benefit Street Partners L.L.C. 9 Xxxx 00xx Xxxxxx Xxxxx 0000 Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxx XxXxxxxx Telephone: [***] Email: [***] c/o Mack Real Estate Group 00 Xxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: General Counsel Email: [***] M.Xxxxxxx@xxxxxxxxxx.xxx Re: Master Repurchase Agreement, dated as of December 2127, 2018 2016 (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Master Repurchase Agreement”) by and between Barclays Gxxxxxx Sachs Bank PLC USA (“Purchaser”) and CMTG BB Finance RFT GS Loan, LLC (“Seller”) Ladies and Gentlemen: Pursuant to Article 4(a) of the Master Repurchase Agreement, Purchaser hereby notifies Seller that a Margin Deficit Event has occurred as set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Master Repurchase Agreement. Purchased Asset: _____________________ [DESCRIBE MARGIN DEFICIT EVENT] MARGIN DEFICIT: $___________ Accrued interest from __________ to __________: $___________ TOTAL WIRE DUE: $___________ WHEN A MARGIN DEFICIT EVENT EXISTS, SELLER IS REQUIRED TO CURE THE MARGIN DEFICIT SPECIFIED ABOVE IN ACCORDANCE WITH THE MASTER REPURCHASE AGREEMENT AND WITHIN THE TIME PERIOD SPECIFIED IN ARTICLE 4(b) THEREOF. GXXXXXX SXXXX BANK USA By: Name: Title: EXHIBIT IX [Reserved] EXHIBIT X FORM OF COVENANT COMPLIANCE CERTIFICATE [DATE] Gxxxxxx Sachs Bank USA c/o Goldman, Sxxxx & Co. 200 Xxxx Xxxxxx 0xx XX Xxx Xxxx, Xxx Xxxx 00000 Attn: Jxxxxxx Xxxxxxx Email: jxxxxxx.xxxxxxx@xx.xxx Re: Master Repurchase Agreement, dated as of December 27, 2016 (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Master Repurchase Agreement”) by and between Gxxxxxx Sachs Bank USA (“Purchaser”) and RFT GS Loan, LLC (“Seller”) Ladies and Gentlemen: This Covenant Compliance Certificate is furnished pursuant to that Master Repurchase Agreement and the Guaranty dated as of December 27, 2016 (the “Guaranty”) made by [Realty Finance Trust, Inc., a Maryland corporation] (“Guarantor”) in favor of Purchaser. Capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Master Repurchase Agreement. THE UNDERSIGNED HEREBY CERTIFIES THAT:

Appears in 1 contract

Samples: Master Repurchase Agreement (Realty Finance Trust, Inc.)

Assignment Documents. No less than two (2) Business Days prior to the proposed Purchase Date, Seller shall have executed and delivered to Purchaser, Administrative Agent in form and substance reasonably satisfactory to Purchaser Administrative Agent and its counsel, all applicable assignment documents assigning executed in blank with respect to Purchaser the proposed Eligible Asset that shall be subject to no liens except as expressly permitted by PurchaserAdministrative Agent. Each of the assignment documents shall contain such representations and warranties in writing concerning the proposed Eligible Asset and such other terms as shall be satisfactory to Purchaser Administrative Agent, on behalf of Buyers, in its sole discretion, and absolute discretionshall include blacklined copies of each document, showing all changes made to the forms of assignment documents that have been approved in advance by Administrative Agent, on behalf of Buyers. LEGAL_US_E # 160815361.8 EXHIBIT VIII VII FORM OF MARGIN CALL DEFICIT NOTICE [DATE] Via Electronic Transmission VIA ELECTRONIC TRANSMISSION CMTG BB Finance GS FINANCE LLC c/o Mack Real Estate Credit Strategies 00 Xxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 [ ] [ ] [ ] Attention: Xxxxxxx XxXxxxxx Telephone: [***] Email: [***] c/o Mack Real Estate Group 00 Xxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: General Counsel Email: [***[ ] Re: Amended and Restated Master Repurchase and Securities Contract Agreement, dated as of December 21March 7, 2018 2022 (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Master Repurchase and Securities Contract Agreement”) by and between Barclays Bank PLC (“Purchaser”) and CMTG BB Finance LLC (“Seller”) Ladies and Gentlemen: Pursuant to Article 4(a) of the Master Repurchase Agreement, Purchaser hereby notifies Seller that a Margin Deficit Event has occurred as set forth below. Capitalized ; capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Master Repurchase and Securities Contract Agreement) by and among GXXXXXX SXXXX BANK USA, a New York state-chartered bank, as administrative agent (in such capacity, together with its permitted successors and assigns, the “Administrative Agent”) for GXXXXXX SACHS BANK USA, a New York state- chartered bank (in such capacity, and together with such other financial institutions from time to time party thereto and their respective successors and assigns, collectively “Buyers” and individually, each a “Buyer”), Buyers and CMTG GS FINANCE LLC, a Delaware limited liability company (“Seller”). Pursuant to Article 4(a) of the Master Repurchase and Securities Contract Agreement, Administrative Agent hereby notifies Seller of the existence of a Margin Deficit as of the date hereof as follows: Purchase Price for certain Purchased Asset: _____________________$ MARGIN DEFICIT: $ Accrued Price Differential from [ ] to [ ]: $ TOTAL WIRE DUE: $ SELLER IS REQUIRED TO CURE THE MARGIN DEFICIT SPECIFIED ABOVE IN ACCORDANCE WITH THE MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT AND WITHIN THE TIME PERIOD SPECIFIED ARTICLE 4(a) THEREOF. LEGAL_US_E # 160815361.8 LEGAL_US_E # 160815361.8 GXXXXXX SXXXX BANK USA, a New York state-chartered bank By: Name: Title: LEGAL_US_E # 160815361.8 LEGAL_US_E # 160815361.8 EXHIBIT VIII EXHIBIT VIII-A FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Assignees That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to Article 14(k) of the Amended and Restated Master Repurchase and Securities Contract Agreement, dated as of March 7, 2022 (the “Master Repurchase and Securities Contract Agreement”), by and among GXXXXXX SACHS BANK USA, a New York state-chartered bank, as Administrative Agent, GXXXXXX SXXXX BANK USA, a New York state-chartered bank and such other financial institutions from time to time party thereto, as Buyers, and CMTG GS FINANCE LLC, a Delaware limited liability company, as Seller. Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to such terms in the Master Repurchase and Securities Contract Agreement. The undersigned hereby certifies that (i) it is the sole record and beneficial owner of the ownership interest in the Transaction(s) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the applicable Seller(s) within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the applicable Seller(s) as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the applicable Seller(s) with a correct, complete, and accurate executed IRS Form W-8BEN or W-8BEN-E. By executing this certificate, the undersigned agrees that

Appears in 1 contract

Samples: Custodial Agreement (Claros Mortgage Trust, Inc.)

Assignment Documents. No less than two one (21) Business Days prior to the proposed Purchase Date, Seller shall have executed and delivered to Purchaser, in form and substance reasonably satisfactory to Purchaser and its counsel, all applicable assignment documents assigning to Purchaser the proposed Eligible Asset that shall be subject to no liens except as expressly permitted by Purchaser. Each of the assignment documents shall contain such representations and warranties in writing concerning the proposed Eligible Asset and such other terms as shall be satisfactory to Purchaser in its sole and absolute discretionis customary for transactions of this nature. EXHIBIT VIII FORM OF MARGIN CALL [DATE] Via Electronic Transmission CMTG BB Finance RAIT CRE Conduit IV, LLC c/o Mack Real Estate Credit Strategies 00 Xxxxxxxx Xxxxxx, 00xx Xxxxx RAIT Financial Trust 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxx XxXxxxxx Telephone: [***] Email: [***] c/o Mack Real Estate Group 00 Xxxxx Xxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx and Xxxx 00000 Attention: General Counsel Email: [***] Xxxxxx Re: Master Repurchase Agreement, dated as of December 2123, 2018 2014 (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Master Repurchase Agreement”) ), by and between Barclays Bank PLC (“Purchaser”) and CMTG BB Finance RAIT CRE Conduit IV, LLC (“Seller”) Ladies and Gentlemen: Pursuant to Article 4(a) of the Master Repurchase Agreement, Purchaser hereby notifies Seller that a Margin Deficit Event has occurred as set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Master Repurchase Agreement. Purchased Asset: _____________________.

Appears in 1 contract

Samples: Master Repurchase Agreement (RAIT Financial Trust)

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Assignment Documents. No less than two (2) Business Days prior to the proposed Purchase Date, Seller shall have executed and delivered to PurchaserBuyer, in form and substance reasonably satisfactory to Purchaser Buyer and its counsel, all applicable assignment documents assigning executed in blank with respect to Purchaser the proposed Eligible Asset (and in any Hedging Transactions held by Seller with respect thereto) that shall be subject to no liens except as expressly permitted by PurchaserBuyer. Each of the assignment documents shall contain such representations and warranties in writing concerning the proposed Eligible Asset and such other terms as shall be satisfactory to Purchaser Buyer in its sole discretion, and absolute discretionshall include blacklined copies of each document, showing all changes made to the forms of assignment documents that have been approved in advance by Buyer. EXHIBIT VIII VII FORM OF MARGIN CALL DEFICIT NOTICE [DATE] Via Electronic Transmission CMTG BB Finance LLC c/o Mack Real Estate Credit Strategies 00 Xxxxxxxx XxxxxxVIA ELECTRONIC TRANSMISSION TPG RE FINANCE 2, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 LTD. [ ] [ ] [ ] Attention: Xxxxxxx XxXxxxxx Telephone: [***] Email: [***] c/o Mack Real Estate Group 00 Xxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: General Counsel Email: [***[ ] Re: Master Repurchase and Securities Contract Agreement, dated as of December 21August 19, 2018 2015 (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Master Repurchase and Securities Contract Agreement”) by and between Barclays Bank PLC (“Purchaser”) and CMTG BB Finance LLC (“Seller”) Ladies and Gentlemen: Pursuant to Article 4(a) of the Master Repurchase Agreement, Purchaser hereby notifies Seller that a Margin Deficit Event has occurred as set forth below. Capitalized ; capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Master Repurchase and Securities Contract Agreement) by and between XXXXXXX XXXXX BANK USA, a New York state-chartered bank (“Buyer”) and TPG RE FINANCE 2, LTD., a Cayman Islands exempted company (“Seller”). Pursuant to [Article 4(a)/Article 4(b)]8 of the Master Repurchase and Securities Contract Agreement, Buyer hereby notifies Seller of the existence of a Margin Deficit as of the date hereof as follows: [FOR LTV Purchased Assets:] Outstanding Purchase Price for certain Purchased Asset: _____________________$ Buyer’s LTV Margin Percentage for certain Purchased Asset: % Market Value for certain Purchased Asset: $ MARGIN DEFICIT: $ Accrued Interest from [ ] to [ ]: $ TOTAL WIRE DUE: $ [For Debt Yield Purchased Assets:] Debt Yield for certain Purchased Asset: % Debt Yield Margin Percentage for certain Purchased Asset: % MARGIN DEFICIT: $ Accrued Interest from [ ] to [ ]: $ TOTAL WIRE DUE: $ 8 Based on whether a Purchased Asset is a Debt Yield Purchased Asset or an LTV Purchased Asset SELLER IS REQUIRED TO CURE THE MARGIN DEFICIT SPECIFIED ABOVE IN ACCORDANCE WITH THE MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT AND WITHIN THE TIME PERIOD SPECIFIED [ARTICLE 4(a)/ARTICLE 4(b)]9 THEREOF. 9 Based on whether a Purchased Asset is a Debt Yield Purchased Asset or an LTV Purchased Asset XXXXXXX SACHS BANK USA, a New York state-chartered bank By: Name: Title: EXHIBIT VIII EXHIBIT VIII-A FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Assignees That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to Article 13(k) of the Master Repurchase and Securities Contract Agreement, dated as of August 19, 2015 (the “Master Repurchase and Securities Contract Agreement”), by and between Xxxxxxx Xxxxx Bank USA, a New York state-chartered bank, as Buyer, and TPG RE Finance 2, Ltd., a Cayman Islands exempted company, as Seller. Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to such terms in the Master Repurchase and Securities Contract Agreement. The undersigned hereby certifies that (i) it is the sole record and beneficial owner of the ownership interest in the Transaction(s) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the applicable Seller(s) within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the applicable Seller(s) as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the applicable Seller(s) with a correct, complete, and accurate executed IRS Form W-8BEN or W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the applicable Seller(s), and (2) the undersigned shall have at all times furnished the applicable Seller(s) with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. [NAME OF ASSIGNEE] By: Name: Title: Date: , 201[ ] EXHIBIT VIII-B FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to Article 13(k) of the Master Repurchase and Securities Contract Agreement, dated as of August 19, 2015 (the “Master Repurchase and Securities Contract Agreement”), by and between Xxxxxxx Sachs Bank USA, a New York state-chartered bank, as Buyer, and TPG RE Finance 2, Ltd., a Cayman Islands exempted company, as Seller. Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to such terms in the Master Repurchase and Securities Contract Agreement. The undersigned hereby certifies that (i) it is the sole record and beneficial owner of the ownership interest in the Transaction(s) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the applicable Seller(s) within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the applicable Seller(s) as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the applicable Buyer or Assignee with a correct, complete, and accurate executed IRS Form W-8BEN or W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Buyer or Assignee in writing, and (2) the undersigned shall have at all times furnished such Buyer or Assignee with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. [NAME OF PARTICIPANT] By: Name: Title: Date: , 201[ ] EXHIBIT VIII-C FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to Article 13(k) of the Master Repurchase and Securities Contract Agreement, dated as of August 19, 2015 (the “Master Repurchase and Securities Agreement”), by and between Xxxxxxx Xxxxx Bank USA, a New York state-chartered bank, as Buyer, and TPG RE Finance 2, Ltd., a Cayman Islands exempted company, as Seller. Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to such terms in the Master Repurchase and Securities Contract Agreement. The undersigned hereby certifies that (i) it is the sole record owner of the ownership interest in the Transaction(s) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such interest, (iii) with respect such interest, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the applicable Seller(s) within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the applicable Seller(s) as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the applicable Buyer or Assignee with a correct, complete, and accurate executed IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Buyer or Assignee and (2) the undersigned shall have at all times furnished such Buyer or Assignee with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. [NAME OF PARTICIPANT] By: Name: Title: Date: , 201[ ] EXHIBIT VIII-D FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Assignees That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to Article 13(k) of the Master Repurchase and Securities Contract Agreement, dated as of August 19, 2015 (the “Master Repurchase and Securities Contract Agreement”), by and between Xxxxxxx Sachs Bank USA, a New York state-chartered bank, as Buyer, and TPG RE Finance 2, Ltd., a Cayman Islands exempted company, as Seller. Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to such terms in the Master Repurchase and Securities Contract Agreement. The undersigned hereby certifies that (i) it is the sole record owner of the ownership interest in the Transaction(s) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such interest, (iii) with respect to such interest, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the applicable Seller(s) within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the applicable Seller(s) as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the applicable Seller(s) with a correct, complete, and accurate executed IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the applicable Seller(s), and (2) the undersigned shall have at all times furnished the applicable Seller(s) with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. [NAME OF ASSIGNEE] By: Name: Title: Date: , 201[ ] EXHIBIT IX FORM OF COVENANT COMPLIANCE CERTIFICATE [ ] [ ], 20[ ] XXXXXXX XXXXX BANK USA 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xx. Xxxxxxx Xxxxxxx

Appears in 1 contract

Samples: Securities Contract Agreement (TPG RE Finance Trust, Inc.)

Assignment Documents. No less than two (2) Business Days On or prior to the proposed Purchase Date, Seller shall have executed and delivered to Purchaser, in form and substance reasonably satisfactory to Purchaser and its counsel, all applicable assignment documents assigning to Purchaser the proposed Eligible Asset that shall be subject to no liens except as expressly permitted by Purchaser. Each of the assignment documents shall contain such representations and warranties in writing concerning the proposed Eligible Asset and such other terms as shall be satisfactory to Purchaser in its sole and absolute discretion. EXHIBIT VIII FORM OF MARGIN CALL NOTICE [DATE] Via Electronic Transmission CMTG BB Finance CLNC Credit 6, LLC c/o Mack Real Estate Credit Strategies 00 Xxxxxxxx CLNC Manager, LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxx XxXxxxxx Telephone: [***] Xxxxx X. Xxxxxx Email: [***] c/o Mack Real Estate Group 00 Xxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: General Counsel Email: [***] ########@xxxx.xxx Re: Master Repurchase Agreement, dated as of December 21June 19, 2018 (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Master Repurchase Agreement”) by and between Barclays Xxxxxxx Sachs Bank PLC USA (“Purchaser”) and CMTG BB Finance CLNC Credit 6, LLC (“Seller”) Ladies and Gentlemen: Pursuant to Article 4(a) of the Master Repurchase Agreement, Purchaser hereby notifies Seller that a Margin Deficit Event has occurred as set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Master Repurchase Agreement. Purchased Asset: ________________________ [DESCRIBE MARGIN DEFICIT EVENT] [INSERT INFORMATION FOR CALCULATION OF MARGIN DEFICIT] MARGIN DEFICIT: $___________ Accrued interest from __________ to __________: $___________ TOTAL WIRE DUE: $___________ WHEN A MARGIN DEFICIT EVENT EXISTS, SELLER IS REQUIRED TO CURE THE MARGIN DEFICIT SPECIFIED ABOVE IN ACCORDANCE WITH THE MASTER REPURCHASE AGREEMENT AND WITHIN THE TIME PERIOD SPECIFIED IN ARTICLE 4(b) THEREOF. XXXXXXX XXXXX BANK USA By:____________________________________ Name: Title: EXHIBIT IX FORM OF RELEASE LETTER [DATE] Xxxxxxx Sachs Bank USA 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxx Xxxxxxx Re: Master Repurchase Agreement, dated as of June 19, 2018 by and between Xxxxxxx Sachs Bank USA (“Purchaser”) and CLNC Credit 6, LLC (“Seller”) (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Master Repurchase Agreement”) Ladies and Gentlemen: With respect to the Purchased Assets described in the attached Schedule A (the “Purchased Assets”) (a) we hereby certify to you that the Purchased Assets are not subject to a lien of any third party, and (b) we hereby release to you all rights, interests or claims of any kind other than any rights, interests or claims under the Master Repurchase Agreement with respect to such Purchased Assets, such release to be effective automatically without further action by any party upon payment by Purchaser of the amount of the Purchase Price contemplated under the Master Repurchase Agreement (calculated in accordance with the terms thereof) in accordance with the wiring instructions set forth in the Master Repurchase Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Master Repurchase Agreement. Very truly yours, CLNC CREDIT 6, LLC By:____________________________________ Name: Title: Schedule A [List of Purchased Asset(s)] EXHIBIT X FORM OF COVENANT COMPLIANCE CERTIFICATE [DATE] Xxxxxxx Xxxxx Bank USA 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxx Xxxxxxx Re: Master Repurchase Agreement, dated as of June 19, 2018 (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Master Repurchase Agreement”) by and between Xxxxxxx Xxxxx Bank USA (“Purchaser”) and CLNC Credit 6, LLC (“Seller”) Ladies and Gentlemen: This Covenant Compliance Certificate is furnished pursuant to that Master Repurchase Agreement and the Guaranty, dated as of June 19, 2018 (the “Guaranty”), made by Credit RE Operating Company, LLC, a Delaware limited liability company (“Guarantor”), in favor of Purchaser. Capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Master Repurchase Agreement. THE UNDERSIGNED HEREBY CERTIFIES, IN [HIS/HER] CAPACITY AS [______] OF GUARANTOR, AND NOT IN ANY INDIVIDUAL CAPACITY, THAT:

Appears in 1 contract

Samples: Master Repurchase Agreement (Colony Credit Real Estate, Inc.)

Assignment Documents. No less than two (2) Business Days prior to the proposed Purchase Date, Seller shall have executed and delivered to the applicable Purchaser, in form and substance reasonably satisfactory to Purchaser and its counsel, execution versions of all applicable assignment documents assigning in blank with respect to Purchaser the proposed Eligible Asset that shall be subject to no liens except as expressly permitted by the applicable Purchaser. Each of the assignment documents shall contain such representations and warranties in writing concerning the proposed Eligible Asset and such other terms as in each case shall be reasonably satisfactory to Purchaser in its sole and absolute discretionthe applicable Purchaser. EXHIBIT VIII FORM OF MARGIN CALL [DATE] Via Electronic Transmission CMTG BB Finance Parlex 3A Xxxxx, LLC Parlex 3A UK Xxxxx, LLC Parlex 3A EUR Xxxxx, LLC Parlex 3A SEK Xxxxx, LLC Gloss Xxxxx 1, LLC Silver Fin Sub TC Pty Ltd, acting in its personal capacity and as trustee for the Silver Fin Sub Trust c/o Mack Real Estate Credit Strategies 00 Xxxxxxxx Blackstone Mortgage Trust, Inc. 000 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxx XxXxxxxx Telephone: [***] Xxxxx Email: [***Redacted] c/o Mack Real Estate Group 00 Xxxxxxxx U.S. Bank Global Corporate Trust Limited Fifth Floor 000 Xxx Xxxxx Xxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 AttentionXX0X 0XX Xxxxxx Xxxxxxx Attn: General Counsel MBS ERG Email: [***Redacted] Re: Master Repurchase Agreement, dated as of December 21May __, 2018 2022 (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Master Repurchase Agreement”) by and between among (i) Parlex 3A USD IE Issuer Designated Activity Company, Parlex 0X XXX XX Issuer Designated Activity Company, Parlex 3A EUR IE Issuer Designated Activity Company, Parlex 3A SEK IE Issuer Designated Activity Company and Perpetual Corporate Trust Limited as Trustee of the Parlex 2022-1 Issuer Trust, as purchasers, (ii) Parlex 3A Xxxxx, LLC, as Repurchase Agent, (iii) Barclays Bank PLC PLC, as Realisation Agent, and (“Purchaser”iv) Parlex 3A Xxxxx, LLC, Parlex 3A UK Xxxxx, LLC, Parlex 3A EUR Xxxxx, LLC, Parlex 3A SEK XXXXX, LLC, Gloss Xxxxx 1, LLC and CMTG BB Finance LLC (“Seller”) Silver Fin Sub TC Pty Ltd, acting in its personal capacity and as trustee for the Silver Fin Sub Trust, as Sellers Ladies and Gentlemen: Pursuant to Article 4(a) of the Master Repurchase Agreement, Purchaser Realisation Agent hereby notifies Seller Sellers that a Margin Deficit Event has occurred as set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Master Repurchase Agreement. Purchased Asset: _____________________

Appears in 1 contract

Samples: Master Repurchase Agreement (Blackstone Mortgage Trust, Inc.)

Assignment Documents. No less than two (2) Business Days prior to the proposed Purchase Date, Seller shall have executed and delivered to Purchaser, in form and substance reasonably satisfactory to Purchaser and its counsel, all applicable assignment documents assigning in blank with respect to Purchaser the proposed Eligible Asset that shall be subject to no liens except as expressly permitted by Purchaser. Each of the assignment documents shall contain such representations and warranties in writing concerning the proposed Eligible Asset and such other terms as in each case shall be reasonably satisfactory to Purchaser in its sole and absolute discretionPurchaser. EXHIBIT VIII FORM OF MARGIN CALL [DATE] Via Electronic Transmission CMTG BB Finance LLC c/o Mack Real Estate Credit Strategies 00 Xxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 [Name of Colony Seller Entity] [_________________] [_________________] Attention: Xxxxxxx XxXxxxxx Telephone[___________] Emails: [***] Email: [***] c/o Mack Real Estate Group 00 Xxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: General Counsel Email: [***__________] Re: Master Repurchase Agreement, dated as of December 21April 26, 2018 (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Master Repurchase Agreement”) by and between Barclays Bank PLC (“Purchaser”) and CMTG BB Finance LLC [Name of Colony Seller Entity] (“Seller”) Ladies and Gentlemen: Pursuant to Article 4(a) of the Master Repurchase Agreement, Purchaser hereby notifies Seller that a Margin Deficit Event has occurred as set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Master Repurchase Agreement. Purchased Asset: _____________________

Appears in 1 contract

Samples: Master Repurchase Agreement (Colony NorthStar Credit Real Estate, Inc.)

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