During October 2023, certain indirect subsidiaries (the "Sellers") of the Company entered into a Master Repurchase Agreement (the "JPM Repurchase Agreement") with JPMorgan Chase Bank, National Association (the "Buyer"). The JPM Repurchase Agreement provides for a maximum aggregate purchase price of $250.0 million and has a three-year term plus two one-year extension options (the "JPM Repurchase Facility"). Subject to the terms and conditions thereof, the JPM Repurchase Agreement provides for the purchase, sale and repurchase of commercial mortgage loans and participation interests in performing commercial mortgage loans satisfying certain conditions set forth in the

JPM Repurchase Agreement. The Operating Partnership has agreed to provide a limited guarantee of the obligations of the Sellers under the JPM Repurchase Agreement. The Company may be required to provide additional collateral in the form of cash, securities, or other assets if the market value of the Company's pledged commercial mortgage loans decline.

The Company's borrowings under secured debt arrangements at September 30, 2024 are detailed in the following table ($ in thousands):



	Maximum Amount of Borrowings		Borrowings Outstanding			Weighted Average Borrowing Costs	Maturity Date (1)
JPM Repurchase Agreement	$	250,000	$	188,775		SOFR + 2.51%	October 2028
Less: Unamortized deferred financing costs	N/A			(589	)
	$	250,000	$	188,186

(1)

Maturity date assumes extensions at the Company's option are exercised with consent of the financing provider.

At September 30, 2024, the Company's borrowings had the following maturities ($ in thousands):


	Less than 1 year		1 to 3 years		3 to 5 years		More than 5 years		Total
JPM Repurchase Agreement	$	19,500		17,500		151,775		-	$	188,775

The table above assumes extensions at the Company's option are exercised with consent of financing providers, where applicable.

The guarantees related to the Company's secured financing contains the following financial covenants: (i) while tangible net worth is equal to or less than $450.0 million, the Company's net asset value is not permitted to decline by 20% from the preceding quarter or 40% from the preceding calendar year; (ii) net asset value can not decline by 50% or more from the Company's net asset value at the time of closing the JPM Repurchase Agreement; (iii) the Company's ratio of total indebtedness to tangible net worth cannot be greater than 3.00:1; and (iv) the Company's liquidity cannot be less than an amount equal to the greater of 5% of total recourse indebtedness or $30.0 million.

The Company was in compliance with the covenants under its secured financing as of September 30, 2024 and December 31, 2023. The impact of macroeconomic conditions on the commercial real estate markets and global capital markets, including increased interest rates, changes to fiscal and monetary policy, slower economic growth or recession, labor shortages, and recent distress in the banking sector, may make it more difficult to meet or satisfy these covenants in the future.