Exhibit 10.15
EXECUTION
OMNIBUS ASSIGNMENT, ASSUMPTION AND AMENDMENT
THIS OMNIBUS ASSIGNMENT, ASSUMPTION AND AMENDMENT, dated as of February 8, 2023 (this “Amendment”), is among COLUMN FINANCIAL, INC. (the “Assigning Administrative Agent” and an “Assigning Party”), CREDIT SUISSE AG, a company incorporated in Switzerland, acting through its CAYMAN ISLANDS BRANCH (an “Assigning Buyer” and an “Assigning Party”), ALPINE SECURITIZATION LTD (an “Assigning Buyer” and an “Assigning Party”), ATLAS SECURITIZED PRODUCTS INVESTMENTS 2, L.P. (the “Assignee Administrative Agent”, the “Assignee Buyer” and the “Assignee Party”), InPoint CS Loan, LLC (the “Seller”) and InPoint Commercial Real Estate Income, Inc. (the “Guarantor”). Unless otherwise defined herein, capitalized terms used in this Amendment shall have the meanings assigned to such terms in the Repurchase Documents (as defined below).
WHEREAS, reference is made to (i) that certain Master Repurchase Agreement, dated as of February 15, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Repurchase Agreement”), by and among Assigning Parties and Seller, (ii) that certain Pricing Side Letter, dated as of February 15, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Pricing Side Letter”), by and among Assigning Parties Seller and Guarantor, (iii) that certain Repo Administration and Allocation Agreement, dated as of February 15, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Allocation Agreement”), by and among Assigning Parties, Seller and Guarantor and (iv) that certain Guaranty, dated as of February 15, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Guaranty”), made by Guarantor in favor of Assigning Administrative Agent for the benefit of Assigning Buyers (collectively, with the Repurchase Agreement, Pricing Side Letter and Allocation Agreement, the “Repurchase Documents”);
WHEREAS, upon the Amendment Effective Date (i) Assigning Administrative Agent has agreed to assign, and Assignee Administrative Agent has agreed to acquire all of the right, title and interest of Assigning Administrative Agent in and to the Repurchase Documents and the other Program Agreements and Assignee Administrative Agent has agreed to assume and undertake all obligations of the Administrative Agent under the Repurchase Documents and the other Program Agreements and (ii) each Assigning Buyer has agreed to assign, and Assignee Buyer has agreed to acquire, all of the right, title and interest of each Assigning Buyer in and to the Repurchase Documents and the other Program Agreements, and Assignee Buyer has agreed to assume and undertake all obligations of the Buyers under the Repurchase Documents and the other Program Agreements.
NOW THEREFORE, in consideration of the premises and the other mutual covenants contained herein, the parties hereto agree as follows:
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“CP Conduit” means any Buyer that is an asset-backed commercial paper conduit.
Unless otherwise mutually agreed in writing, all transfers of funds to be made by Seller hereunder shall be made in Dollars, in immediately available funds, without deduction, set-off or counterclaim, to Administrative Agent at an account as Administrative Agent shall specify to Seller in writing. Seller acknowledges that it has no rights of withdrawal from the foregoing account. All Purchased Assets transferred by one party hereto to the other party shall be in the case of a purchase by Administrative Agent in suitable form for transfer or shall be accompanied by duly executed instruments of transfer or assignment in blank and such other documentation as Administrative Agent may reasonably request. All Purchased Assets shall be evidenced by a Trust Receipt. Any Repurchase Price received by Administrative Agent after 2:00 p.m. (New York City time) shall be deemed received on the next succeeding Business Day.
(16) Chief Executive Office; Jurisdiction of Organization. On the Effective Date, Seller’s chief executive office, is, and has been, located at c/o InPoint Commercial Real Estate Income, Inc., 375 Park Avenue, 33rd Floor, New York, New York 10152. On the Effective Date, Seller’s jurisdiction of organization is Delaware. Seller shall provide Administrative Agent with thirty (30) days’ advance notice of any change in Seller’s principal office or place of business or jurisdiction. Seller has no trade name. During the preceding five years, Seller has not been known by or done business under
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any other name, corporate or fictitious, and has not filed or had filed against it any bankruptcy receivership or similar petitions nor has it made any assignments for the benefit of creditors.
InPoint CS Loan, LLC
c/o InPoint Commercial Real Estate Income Inc.
375 Park Avenue, 33rd Floor
New York, New York 10152
Attention: Jason Fruchtman
Phone Number: 212-468-5764
E-mail: jfruchtman@soundpointcap.com
with a copy to:
Jones Day
250 Vesey Street
New York, New York 10281
Attention: Robert J. Grados, Esq.
Phone Number: 212-326-3843
Email: rgrados@jonesday.com
Atlas Securitized Products Investments 2, L.P.
3 Bryant Park
New York, NY 10036
T: 212-525-3200
E: AtlasSPGeneralCounsel@Atlas-SP.com
“Securitization Fee” means (a) to the extent Administrative Agent or an Affiliate thereof acts as lead left bookrunner, an amount equal to the product of (x) 0.75% and (y) the note principal balance of the transaction or (b) to the extent that Administrative Agent or an Affiliate thereof acts as lead right bookrunner, a fee mutually agreed upon by the parties.
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4.3 Right of First Offer. On a Repurchase Date, the Seller may provide Administrative Agent or an Affiliate thereof a right of first offer to act as a bookrunner in connection with a CRE CLO securitization transaction of the Seller or an Affiliate thereof with respect to such Purchased Asset for a fee at least equal to the Securitization Fee.
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[Signature pages folloW]
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IN WITNESS WHEREOF, the parties have caused their names to be signed hereto by their respective signatories thereunto duly authorized as of the day and year first above written.
COLUMN FINANCIAL, INC., as Assigning Administrative Agent
By: _______________________________
Name:
Title:
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as an Assigning Buyer
By: _______________________________
Name:
Title:
By: _______________________________
Name:
Title:
ALPINE SECURITIZATION LTD, as an Assigning Buyer, by Credit Suisse AG, NEW YORK BRANCH as Attorney-in-fact
By: _______________________________
Name:
Title:
By: _______________________________
Name:
Title:
Signature Page to Omnibus Assignment, Assumption and Amendment (InPoint)
INPOINT CS LOAN, LLC, as Seller
By:
Name: Jason Fruchtman
Title: Authorized Signatory
INPOINT COMMERCIAL REAL ESTATE INCOME, INC., as Guarantor
By:
Name: Jason Fruchtman
Title: Authorized Signatory
Signature Page to Omnibus Assignment, Assumption and Amendment (InPoint)
ATLAS SECURITIZED PRODUCTS
INVESTMENTS 2, L.P., as Assignee Administrative Agent and
an Assignee Buyer
By: Atlas Securitized Products GP, LLC, its general partner
By: _______________________________
Name: William B. Kuesel
Title: Vice President
Signature Page to Omnibus Assignment, Assumption and Amendment (InPoint)
Annex A
ASSIGNEE PARTY AUTHORIZED REPRESENTATIVES
(See attached)
Annex A
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Annex B
FORM OF POWER OF ATTORNEY
Annex B-1
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Seller hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable.
Seller also authorizes Administrative Agent, from time to time, to execute, in connection with any sale, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Assets.
TO INDUCE ANY THIRD PARTY TO ACT HEREUNDER, SELLER HEREBY AGREES THAT ANY THIRD PARTY RECEIVING A DULY EXECUTED COPY OR FACSIMILE OF THIS INSTRUMENT MAY ACT HEREUNDER, AND THAT REVOCATION OR TERMINATION HEREOF SHALL BE INEFFECTIVE AS TO SUCH THIRD PARTY UNLESS AND UNTIL ACTUAL NOTICE OR KNOWLEDGE OF SUCH REVOCATION OR TERMINATION SHALL HAVE BEEN RECEIVED BY SUCH THIRD PARTY, AND ADMINISTRATIVE AGENT ON ITS OWN BEHALF AND ON BEHALF OF ADMINISTRATIVE AGENT’S ASSIGNS, HEREBY AGREES TO INDEMNIFY AND HOLD HARMLESS ANY SUCH THIRD PARTY FROM AND AGAINST ANY AND ALL CLAIMS THAT MAY ARISE AGAINST SUCH THIRD PARTY BY REASON OF SUCH THIRD PARTY HAVING REASONABLY RELIED ON THE PROVISIONS OF THIS INSTRUMENT.
[REMAINDER OF PAGE INTENTIONALLY BLANK. SIGNATURES FOLLOW.]
Annex B-2
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IN WITNESS WHEREOF Seller has caused this Power of Attorney to be executed and Seller’s seal to be affixed this ______ day of _____________, 202_.
InPoint CS Loan, LLC, as Seller
By: ____________________________
Name:
Title:
Signature Page to Power of Attorney
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STATE OF | ) |
|
| ) | ss.: |
COUNTY OF | ) |
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On the ____ day of ______________, 202_ before me, a Notary Public in and for said State, personally appeared ________________________________, known to me to be _____________________________________ of INPOINT CS LOAN, LLC, the institution that executed the within instrument and also known to me to be the person who executed it on behalf of said corporation, and acknowledged to me that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand affixed my office seal the day and year in this certificate first above written.
_____________________________
Notary Public
My Commission expires ________________________________
Signature Page to Power of Attorney
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