Fourth Omnibus Amendment and Reaffirmation Agreement, dated as of May 22, 2024, among KREF Lending IX LLC, KKR Real Estate Finance Holdings L.P., KREF Holdings IX LLC, KREF Capital LLC, Computershare Trust Company, N.A., and Morgan Stanley Bank, N.A. (as assignee of all the rights and obligations of MUFG Bank Ltd.)

 (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Pledge Agreement”);

WHEREAS, Originator and Buyer (after giving effect to the Assignment and Assumption Agreement) are parties to that certain Originator Pledge and Security Agreement, dated as of August 6, 2021 (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Originator Pledge Agreement”);

WHEREAS, Seller, Buyer and Custodian (after giving effect to the Assignment and Assumption Agreement) are parties to that certain Amended and Restated Custodial Agreement, dated as of March 31, 2022 (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Custodial Agreement”);

WHEREAS, on the date hereof and immediately prior to the execution and delivery of this Amendment and Reaffirmation, Original Buyer assigned all of its rights and obligations in the Program Documents to Buyer, and Buyer assumed all of Original Buyer’s rights and obligations thereunder pursuant to the terms of the Assignment and Assumption Agreement;

WHEREAS, in connection with such assignment and assumption, Seller, Guarantor, Pledgor, Originator, Custodian and Buyer wish to modify certain terms and provisions of the Repurchase Agreement, the Fee Letter, the Upsize Structuring Fee Side Letter, the Second Upsize Structuring Fee Side Letter, the Guaranty, the Pledge Agreement, the Originator Pledge Agreement and the Custodial Agreement, each as applicable to the respective party; and

WHEREAS, in connection with the modifications contemplated by this Amendment and Reaffirmation and the assignment and assumption contemplated by the Assignment and Assumption Agreement, Buyer has requested that each of Guarantor, Originator and Pledgor reaffirm its respective obligations for the benefit of Buyer under the Guaranty, Originator Pledge Agreement or Pledge Agreement, as applicable, and reaffirm that the provisions of the Guaranty, Originator Pledge Agreement or Pledge Agreement, as applicable, shall remain in full force and effect upon the effectiveness of this Amendment and Reaffirmation and the Assignment and Assumption Agreement.

NOW, THEREFORE, in consideration of the premises and the agreements hereinafter set forth, the parties hereto hereby agree as follows:

1.          Definitions. Unless otherwise defined herein, terms defined in the Repurchase Agreement and used herein shall have the meanings given to them in the Repurchase Agreement.

2.         Amendments to Repurchase Agreement. Buyer and Seller hereby agree that, as of the date hereof, and after giving effect to the Assignment and Assumption Agreement (the “Amendment Effective Date”), the Repurchase Agreement is hereby amended as follows:

(a)     Each reference to “MUFG Union Bank, N.A.”, “MUFG Bank, Ltd.”, “MUFG Bank, LTD.” and “MUFG” is hereby replaced with “Morgan Stanley Bank, N.A.” where it appears therein.

(b)     Annex I, Exhibit A, Exhibit B, Exhibit E, Exhibit F, Exhibit I, Exhibit J and Exhibit L are hereby amended and restated as set forth in Annex 1 hereto.

3.          Amendment to Fee Letter. Buyer and Seller hereby agree that, as of the Amendment Effective Date, the Fee Letter is hereby amended as follows:

(a)     Each reference to “MUFG Union Bank, N.A.” is hereby replaced with “Morgan Stanley Bank, N.A.” where it appears therein.

4.          Amendments to Upsize Structuring Fee Side Letter. Buyer and Seller hereby agree that, (i) as of the Amendment Effective Date, the Upsize Structuring Fee Side Letter is hereby amended as follows:

(a)      Each reference to “MUFG Bank, Ltd.” is hereby replaced with “Morgan Stanley Bank, N.A.” where it appears therein; and

(ii) the Upsize Structuring Fee Side Letter has been fully performed by the Seller and the Seller has no further obligations thereunder.

5.          Amendments to Second Upsize Structuring Fee Side Letter. Buyer and Seller hereby agree that, (i) as of the Amendment Effective Date, the Second Upsize Structuring Fee Side Letter is hereby amended as follows:

(a)      Each reference to “MUFG Bank, Ltd.” is hereby replaced with “Morgan Stanley Bank, N.A.” where it appears therein; and

(ii) the Second Upsize Structuring Fee Side Letter has been fully performed by the Seller and the Seller has no further obligations thereunder.

6.          Amendments to Pledge Agreement. Pledgor and Buyer hereby agree that, as of the Amendment Effective Date, the Pledge Agreement is hereby amended as follows:

(a)      Each reference to “MUFG Union Bank, N.A.” is hereby replaced with “Morgan Stanley Bank, N.A.” where it appears therein.

7.          Amendments to Originator Pledge Agreement. Originator and Buyer hereby agree that, as of the Amendment Effective Date, the Originator Pledge Agreement is hereby amended as follows:

(a)      Each reference to “MUFG Union Bank, N.A.” is hereby replaced with “Morgan Stanley Bank, N.A.” where it appears therein.

(b)     The address details for Buyer on the signature page thereto are hereby amended and restated in their entirety to read as follows:

8.         Amendments to Guaranty. Guarantor and Buyer hereby agree that, as of the Amendment Effective Date, the Guaranty is hereby amended as follows:

(a)     Each reference to “MUFG Union Bank, N.A.” is hereby replaced with “Morgan Stanley Bank, N.A.” where it appears therein.

9.          Amendments to Custodial Agreement. Seller, Custodian and Buyer hereby agree that, as of the Amendment Effective Date, the Custodial Agreement is hereby amended as follows:

(a)      Each reference to “MUFG Bank, Ltd.” is hereby replaced with “Morgan Stanley Bank, N.A.” where it appears therein.

(b)     The address details for Buyer on the signature page thereto are hereby amended and restated in their entirety to read as follows:

(c)      The address details for Buyer in the Form of Trust Receipt attached as Annex 2 thereto are hereby amended and restated in their entirety to read as follows:

Morgan Stanley Bank, N.A.

1585 Broadway, 25^th Floor

New York, New York 10036

Attention: Anthony Preisano

(d)      Authorized Representatives of Buyer at Annex 7 of the Custodial Agreement is herewith replaced with Annex 2 hereto.

10.        Reaffirmations.Guarantor, for the benefit of Buyer only, hereby reaffirms its obligations under the Guaranty and acknowledges that its obligations under the Guaranty, after giving effect to this Amendment and Reaffirmation and the Assignment and Assumption Agreement, are continuing and in full force and effect in favor of Buyer.

(b)     Pledgor, for the benefit of Buyer only, hereby (i) reaffirms its obligations under the Pledge Agreement and acknowledges that its obligations under the Pledge Agreement, after giving effect to this Amendment and Reaffirmation and the Assignment and Assumption Agreement, are continuing and in full force and effect in favor of Buyer and (ii) consents to the filing of the UCC-3 financing statement attached hereto as Exhibit A.

(c)    Originator, for the benefit of Buyer only, hereby (i) reaffirms its obligations under the Originator Pledge Agreement and acknowledges that its obligations under the Originator Pledge Agreement, after giving effect to this Amendment and Reaffirmation and the Assignment and Assumption Agreement, are continuing and in full force and effect in favor of Buyer and (ii) consents to the filing of the UCC-3 financing statement attached hereto as Exhibit B.

(d)      Seller hereby consents to the filing of the UCC-3 financing statement attached hereto as Exhibit C.

11.          Conditions Precedent. This Amendment and Reaffirmation shall become effective as of the Amendment Effective Date, subject to the satisfaction of the following conditions precedent:(a)          On the date hereof, Buyer shall have received this Amendment and Reaffirmation, executed and delivered by the duly authorized officers of each party hereto.

(b)    An Assignment and Assumption Agreement (the “Assignment and Assumption Agreement”), executed and delivered by the duly authorized officers of Original Buyer and Buyer and consented to by Seller;

(c)      The UCC-3 financing statements set forth on Exhibits A, B and C hereto;

(d)      An omnibus power of attorney substantially in the form of Exhibit F set forth in Annex 1 hereto;

(e)     An Amended and Restated Cash Management Agreement, executed and delivered by the duly authorized officers of Buyer, Seller and Account Bank, in form and substance satisfactory to the Seller; and

(f)     A Servicer Acknowledgment Letter, executed and delivered by the duly authorized officers of Buyer, Servicer, K-Star Asset Management LLC, Originator and Seller.

12.          Representations and Warranties. Seller, Guarantor, Originator and Pledgor each hereby represents and warrants to Buyer only that as of the date hereof:

(a)     No Default or Event of Default exists, and no Default or Event of Default will occur as a result of the execution, delivery and performance by such party of this Amendment and Reaffirmation.

(b)     Such party has the requisite power and authority to execute, deliver and perform this Amendment and Reaffirmation.

(c)     Such party has taken all necessary corporate (or analogous) action to authorize the execution, delivery and performance of this Amendment and Reaffirmation. This Amendment and Reaffirmation constitutes a legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally, and subject to general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

(d)     Each of the representations and warranties (other than the representations and warranties set forth in Exhibit G-1 and Exhibit G-2 of the Repurchase Agreement) made by such party herein or in or pursuant to the Program Documents is true and correct in all material respects on and as of the date hereof as if made on and as of such date; provided that any representation or warranty made solely with respect to a specified prior date shall be true and correct in all material respects as of such specified date.

13.        Governing Law. THIS AMENDMENT AND REAFFIRMATION SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY LAWS, RULES OR PROVISIONS OF THE STATE OF NEW YORK THAT WOULD CAUSE THE APPLICATION OF THE LAWS, RULES OR PROVISIONS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK.

14.         Continuing Effect. As amended by this Amendment and Reaffirmation, all terms, covenants and provisions of the Guaranty, Fee Letter, Upsize Structuring Fee Side Letter, Second Upsize Structuring Fee Side Letter, Pledge Agreement, Originator Pledge Agreement, Custodial

Agreement and Repurchase Agreement, are ratified and confirmed and shall remain in full force and effect to the extent of any obligations thereunder. This Amendment and Reaffirmation shall not constitute a novation of the Guaranty, Fee Letter, Upsize Structuring Fee Side Letter, Second Upsize Structuring Fee Side Letter, Pledge Agreement, Originator Pledge Agreement, Custodial Agreement, Repurchase Agreement or any Program Document but shall constitute modifications thereof.  In addition, any and all guaranties and indemnities for the benefit of Buyer and agreements subordinating rights and liens to the rights and liens of Buyer, are hereby ratified and confirmed and shall not be released, diminished, impaired, reduced or adversely affected by this Amendment and Reaffirmation, and each party indemnifying Buyer, and each party subordinating any right or lien to the rights and liens of Buyer, hereby consents, acknowledges and agrees to the modifications set forth in this Amendment and Reaffirmation and waives any common law, equitable, statutory or other rights which such party might otherwise have as a result of or in connection with this Amendment and Reaffirmation.

15.          Binding Effect; No Partnership; Counterparts. The provisions of the Guaranty, Fee Letter, Upsize Structuring Fee Side Letter, Second Upsize Structuring Fee Side Letter, Pledge Agreement, Originator Pledge Agreement, Custodial Agreement and Repurchase Agreement, as amended hereby, shall be binding upon and inure to the benefit of the parties thereto and their respective successors and permitted assigns.  Nothing herein contained shall be deemed or construed to create a partnership or joint venture between any of the parties hereto. For the purpose of facilitating the execution of this Amendment and Reaffirmation as herein provided, this Amendment and Reaffirmation shall be valid, binding, and enforceable against a party only when executed and delivered by an authorized individual on behalf of the party by means of (i) any electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including relevant provisions of the Uniform Commercial Code (collectively, “Signature Law”); (ii) an original manual signature; or (iii) a faxed, scanned, or photocopied manual signature. Each electronic signature or faxed, scanned, or photocopied manual signature shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. This Amendment and Reaffirmation may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute one and the same instrument.  For avoidance of doubt, original manual signatures shall be used for execution or indorsement of writings and authentication of certificates when required under the Uniform Commercial Code or other Signature Law due to the character or intended character of the writings.

16.          Further Agreements. Seller agrees to execute and deliver such additional documents, instruments or agreements as may be reasonably requested by Buyer to the extent necessary to effectuate the purposes of this Amendment and Reaffirmation.

17.          Headings, etc. Section or other headings contained in this Amendment and Reaffirmation are for reference purposes only and shall not in any way affect the meaning or interpretation of this Amendment and Reaffirmation.

18.         Program Document. Each of Seller, Guarantor, Originator and Pledgor hereby acknowledges and agrees that, notwithstanding anything to the contrary contained herein, in the Repurchase Agreement or in any other Program Document, this Amendment and Reaffirmation  and the Assignment and Assumption Agreement shall each constitute a Program Document under the Repurchase Agreement.  All references to the Guaranty, Fee Letter, Upsize Structuring Fee Side Letter, Second Upsize Structuring Fee Side Letter, Pledge Agreement, Originator Pledge Agreement, Custodial Agreement and Repurchase Agreement in any Program Document, or in any other document executed or delivered in connection therewith shall, from and after the execution and delivery of this Amendment and Reaffirmation, be deemed a reference to the Guaranty, Fee Letter, Upsize Structuring Fee Side Letter, Second Upsize Structuring Fee Side Letter, Pledge Agreement, Originator Pledge Agreement, Custodial Agreement or Repurchase Agreement, as applicable, as amended hereby, unless the context expressly requires otherwise.

19.          No Waiver. The execution, delivery and effectiveness of this Amendment and Reaffirmation shall not operate as a waiver of any right, power or remedy of Buyer under the Guaranty, Fee Letter, Upsize Structuring Fee Side Letter, Second Upsize Structuring Fee Side Letter, Pledge Agreement, Originator Pledge Agreement, Custodial Agreement, Repurchase Agreement or any other Program Document, nor constitute a waiver of any provision of the Guaranty, Fee Letter, Upsize Structuring Fee Side Letter, Second Upsize Structuring Fee Side Letter, Pledge Agreement, Originator Pledge Agreement, Custodial Agreement, Repurchase Agreement or any other Program Document by any of the parties hereto.

20.        Miscellaneous. Except as expressly amended and modified by this Amendment and Reaffirmation, the Custodial Agreement shall continue to be, and shall remain, in full force and effect in accordance with its terms. For the avoidance of doubt, the Custodian shall remain entitled to all rights, protections, and indemnities provided to it under the Custodial Agreement and nothing herein shall be construed to limit or diminish such rights.  The Seller hereby agrees that it shall be responsible for the payments of the fees and out-of-pocket expenses of legal counsel to the Custodian incurred in connection with the consummation of this Amendment and Reaffirmation in accordance with Section 6.01 and Section 11.08 of the Custodial Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment and Reaffirmation to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.

Pursuant to Section 3(a) of that certain Master Repurchase Agreement and Securities Contract, dated as of July 27, 2021 (as the same may have been and may hereafter be amended, restated, supplemented or otherwise modified, the “Agreement”), by and between Morgan Stanley Bank, N.A. (“Buyer”), as assignee of all of the rights and obligations of MUFG Bank, Ltd. under the Agreement, and KREF Lending IX LLC (“Seller”), Seller hereby requests that Buyer enter into a Transaction with respect to the Eligible Assets set forth on Schedule 1 attached hereto, upon the proposed terms set forth below.  Capitalized terms used herein without definition have the meanings given in the Agreement.

Morgan Stanley Bank, N.A. (“Buyer”) is pleased to deliver our written CONFIRMATION of our agreement to enter into the Transaction pursuant to which Buyer shall purchase from you the Purchased Assets identified on Schedule 1 attached hereto, upon satisfaction of all Transaction Conditions Precedent and pursuant to the terms of that certain Master Repurchase Agreement and Securities Contract, dated as of July 27, 2021 (as the same may have been and may hereafter be amended, restated, supplemented or otherwise modified, the “Agreement”), by and between Buyer, as assignee of all of the rights and obligations of MUFG Bank, Ltd. under the Agreement, and KREF Lending IX LLC (“Seller”).  Capitalized terms used herein without definition have the meanings given in the Agreement.

Except as specified in Schedule 1 hereto, Seller will make all of the representations and warranties contained in the Agreement (including, without limitation, the representations and warranties applicable to the class of such asset set forth in Exhibit G to the Agreement).

Ladies and Gentlemen:

In accordance with the Agreement, the undersigned (SOLELY IN HIS OR HER CAPACITY AS AN OFFICER OF KKR REAL ESTATE FINANCE TRUST INC., THE GENERAL PARTNER OF GUARANTOR (IN SUCH CAPACITY, THE “GENERAL PARTNER”) AND NOT IN HIS OR HER INDIVIDUAL CAPACITY) hereby certifies to Buyer as follows as of the date hereof:

(a)          The undersigned is a duly authorized officer of the General Partner, which is the general partner of Guarantor.

(b)          The information and calculations furnished in the attached Schedule 1 are true, correct and complete in all material respects as of the last day of the fiscal periods subject to the financial statements.

(c)          Attached as Schedule 1 hereto are the calculations demonstrating compliance with the financial covenants set forth in Section 9(a) of the Guaranty, each for the immediately preceding quarter.

(d)        [Attached hereto are the consolidated balance sheet and statement of equity of the REIT and the related combined consolidated statements of operations and cash flows for REIT, in each case, satisfying the requirements of Section 12(h)(ii)(A) of the Agreement. Guarantor represents, to the best of its knowledge after due inquiry, the information herein fairly and accurately present in all material respects the consolidated financial condition and results of operations of the REIT and its Consolidated Subsidiaries in accordance with GAAP as at the end of, and for, such period.]

[Attached hereto are the consolidated and unaudited balance sheet and income statement of Guarantor satisfying the requirements of Section 12(h)(i) of the Agreement. Guarantor represents to the best of its knowledge after due inquiry, the information herein fairly present in all material respects the consolidated financial condition and results of operations of

Guarantor and its Consolidated Subsidiaries in accordance with GAAP, as at the end of, and for, such period (subject to any normal year-end audit adjustments).]

[Attached hereto are the unaudited balance sheet and income statement of Guarantor satisfying the requirements of Section 12(h)(ii)(B) of the Agreement. Guarantor represents to the best of its knowledge after due inquiry the information herein fairly present in all material respects the consolidated financial condition and results of operations of Guarantor and its Consolidated Subsidiaries in accordance with GAAP as at the end of, and for, such period (subject to any normal year-end audit adjustments).]

(e)           I have reviewed the terms of the Agreement and have made, or have caused to be made under my supervision, a detailed review of the transactions and financial condition of Seller and Guarantor during the accounting period covered by the financial statements delivered concurrently with the delivery of this Compliance Certificate as set forth in paragraph (d) (or most recently delivered to Buyer if none are delivered concurrently herewith).

(f)          The examinations described in paragraph (e) did not disclose, and I have no knowledge of, the existence of any condition or event that constitutes a Default or Event of Default during or at the end of the accounting period covered by the financial statements described in paragraph(d) or as of the date of this Compliance Certificate, except as follows:

(g)        To the best of Seller’s and Guarantor’s knowledge, each of Seller and Guarantor has, during the period since the delivery of the immediately preceding Compliance Certificate,  observed or performed all of their respective covenants, duties and other agreements in all material respects, and satisfied in all material respects every condition, contained in the Agreement and the Program Documents to be observed, performed or satisfied by them and I have no knowledge of the occurrence during such period, or present existence, of any condition or event which constitutes a Default or Event of Default, except as follows:

The foregoing certifications, together with the financial statements, updates, reports, materials, calculations and other information set forth in any exhibit or other attachment hereto, or otherwise covered by this Compliance Certificate are made and delivered as of [ ].

Know All Men by These Presents, that KREF Lending IX LLC (“Seller”), does hereby appoint Morgan Stanley Bank, N.A. (“Buyer”) its attorney-in-fact upon the occurrence and during the continuance of an Event of Default, to act in Seller’s name, place and stead in any way that Seller could do with respect to the enforcement of Seller’s rights under the Purchased Assets purchased by Buyer pursuant to the Master Repurchase Agreement and Securities Contract dated as of July 27, 2021 (as the same may have been and may hereafter be amended, restated, supplemented or otherwise modified, the “Repurchase Agreement”), between Buyer, as assignee of all of the rights and obligations of MUFG Bank, Ltd. under the Repurchase Agreement, and Seller, and to take such other actions as may be necessary or desirable to enforce Buyer’s rights in such Purchased Assets, the related Purchased Asset Files and the Servicing Records to the extent that Seller is permitted by law to act through an agent.  This Power of Attorney is a power coupled with an interest and shall be irrevocable.  Capitalized terms used herein without definition shall have the meanings given in the Repurchase Agreement.

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 FROM BUYER, AND SELLER ON ITS OWN BEHALF AND ON BEHALF OF SELLER’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 RELIED ON THE PROVISIONS OF THIS INSTRUMENT EXCEPT TO THE EXTENT THAT ANY SUCH CLAIMS ARISE AS A RESULT OF SUCH THIRD PARTY’S BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

IN WITNESS WHEREOF Seller has caused this Power of Attorney to be executed as of the date first written above.

       

On ____________________, before me, _________________________________ Notary Public, personally appeared ___________________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of           that the foregoing paragraph is true and correct.

Please refer to: (a) that certain [Loan Agreement], dated [_________], 20[  ], by and between [____________] (the “Borrower”), as borrower, and [____________________], a [Delaware] [limited liability company] (the “Lender”), as lender; and (b) all documents securing or relating to that certain $[__________] loan made by the Lender to the Borrower on [___________], 20[  ] (the “Loan”).

You are advised as follows, effective as of the date of this letter.

Assignment of the Loan.  The Lender has assigned all of its right, title and interest in the Loan to KREF Lending IX LLC (the “Seller”).  Seller has entered into a Master Repurchase Agreement and Securities Contract, dated as of July 27, 2021 (as the same may have been and may hereafter be amended, restated, supplemented or otherwise modified, the “Repo Agreement”), with Morgan Stanley Bank, N.A. (“Buyer”), as assignee of all of the rights and obligations of MUFG Bank, Ltd. under the Repo Agreement, and has assigned its rights and interests in the Loan (and all of its rights and remedies in respect of the Loan) to Buyer subject to the terms of the Repo Agreement.  This assignment shall remain in effect unless and until Buyer has notified you otherwise in writing.

Direction of Funds.  In connection with Seller’s obligations under the Repo Agreement, Seller hereby directs you to disburse, by wire transfer, any and all payments to be made under or in respect of the Loan to the following account at __________________ for the benefit of Buyer:

This direction shall remain in effect unless and until Buyer has notified you otherwise in writing.

Modifications, Waivers, Etc. No modification, waiver, deferral, or release (in whole or in part) of any party’s obligations in respect of the Loan, or of any collateral for any obligations in respect of the Loan, shall be effective without the prior written consent of Buyer.

Please acknowledge your acceptance of the terms and directions contained in this correspondence by executing a counterpart of this correspondence and returning it to the undersigned.

[List to include all documents described in Purchased Asset File which are set forth in Section 7(b) of the Repurchase Agreement and Section 2.01 of the Custodial Agreement.]

Ladies and Gentlemen:

In accordance with the provisions of Paragraph (c) of the Bailee Letter, the undersigned, as Bailee, hereby certifies that as to each Purchased Asset described in the Purchased Asset Schedule (Attachment 1 to the Bailee Letter), a copy of which is attached hereto, it has reviewed the Purchased Asset File, and has determined that all documents listed in the Purchased Asset File are in its possession.

Bailee hereby confirms that it is holding each such Purchased Asset File as agent and bailee for the exclusive use and benefit of Buyer pursuant to the terms of the Bailee Letter.

All initially capitalized terms used herein shall have the meanings ascribed to them in the Bailee Letter.

Ladies and Gentlemen:

Morgan Stanley Bank, N.A. (“Buyer”) is pleased to deliver our written CONFIRMATION of our agreement to enter into the Transaction pursuant to which Buyer shall purchase from you the Purchased Assets identified on Schedule 1 attached hereto, upon satisfaction of all Transaction Conditions Precedent and pursuant to the terms of that certain Master Repurchase Agreement and Securities Contract, dated as of July 27, 2021 (as the same may have been and may hereafter be amended, restated, supplemented or otherwise modified, the “Agreement”), by and between Buyer, as assignee of all of the rights and obligations of MUFG Bank, Ltd. under the Agreement, and KREF Lending IX LLC (“Seller”).  Capitalized terms used herein without definition have the meanings given in the Agreement.

Except as specified in Schedule 1 hereto, Seller will make all of the representations and warranties contained in the Agreement (including, without limitation, the representations and warranties applicable to the class of such asset set forth in Exhibit G to the Agreement).

Effective as of the date set forth below, this Amended and Restated Confirmation amends, restates and replaces in its entirety each and every Confirmation relating to the Purchased Asset referenced on Schedule 1 attached hereto.