ASSOCIATION, a national banking
association
By:
/s/ Thomas Cassino
Name: Thomas Cassino
Title:
Executive Director
SELLER: INPOINT JPM LOAN, LLC, a Delaware limited liability
company By:
/s/ Andrew Winer
Name: Andrew Winer
Title: Chief Investment Officer
ANNEXES, EXHIBITS AND SCHEDULES
ANNEX I
Names and Addresses for Communications between Parties EXHIBIT I
Form of Confirmation EXHIBIT II
Authorized Representatives of Seller EXHIBIT
III-A
Monthly Reporting Package EXHIBIT III-B
Quarterly Reporting Package
EXHIBIT III-C
Annual Reporting Package EXHIBIT IV
Form of Custodial
Delivery Certificate EXHIBIT V
Form of Power of Attorney EXHIBIT VI
Representations and Warranties Regarding Individual Purchased Assets EXHIBIT VII
Asset Information EXHIBIT VIII
Purchase and Additional Advance Procedures
EXHIBIT IX
Form of Bailee Letter EXHIBIT X
Form of Margin Deficit Notice
EXHIBIT XI
Form of U.S. Tax Compliance Certificates EXHIBIT XII
UCC Filing
Jurisdictions EXHIBIT XIII
Form of Future Funding Confirmation EXHIBIT XIV
Form of Servicer Notice EXHIBIT XV
Form of Release Letter EXHIBIT XVI
Form
of Covenant Compliance Certificate EXHIBIT XVII
Form of Re-direction Letter
EXHIBIT XVIII
Future Funding Advance Procedures
ANNEX I
NAMES AND ADDRESSES FOR COMMUNICATIONS BETWEEN PARTIES
Buyer:
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
383 Madison Avenue
New York, New York 10179
Attention:
Ms. Nancy S. Alto
Telephone:
(212) 834-3038
Telecopy:
(917) 546-2564
With copies to:
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
383 Madison Avenue
New York, New York 10179
Attention:
Thomas Nicholas Cassino
Telephone:
(212) 834-5158
Telecopy:
(212) 834-6029
and
Cadwalader Wickersham & Taft LLP
227 West Trade Street
Charlotte, North Carolina 28202
Attention:
Stuart N. Goldstein, Esq.
Telephone:
(704) 348-5258
Telecopy:
(704) 348-5200
Seller:
INPOINT JPM LOAN, LLC
375 Park Avenue, 33rd Floor
New York, NY 10152
Attention: Jason Fruchtman & Marc Tolchin
Telephone: 212-468-5764 & 212-468-5796
Email:  & 
With copies to:
Jones Day
250 Vesey Street
New York, New York 10281-1047
Attention:
Robert J. Grados, Esq.
Telephone:
212-326-3843
Telecopy:
212-755-7306
EXHIBIT I
CONFIRMATION STATEMENT
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
Ladies and Gentlemen:
Seller is pleased to deliver our written CONFIRMATION of our agreement to enter
into the Transaction pursuant to which JPMorgan Chase Bank, National Association
shall purchase from us the Purchased Assets identified on the attached
Schedule 1 pursuant to the Master Repurchase Agreement, dated as of May 6, 2019
(the "Agreement"), between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION ("Buyer")
and INPOINT JPM LOAN, LLC ("Seller") on the following terms. Capitalized terms
used herein without definition have the meanings given in the Agreement.
Purchase Date:
[
] [
], 20[
] Purchased Assets:
[Name]:
As identified on attached Schedule 1 Aggregate Principal Amount of Purchased
Assets:
$[
] Repurchase Date:
Purchase Price:
$[
] Market Value1:
$[
] Change in Purchase Price
$[
] Pricing Rate:
one month LIBOR plus
%
Advance Rate:
Maximum Advance Rate:
Existing Mezzanine Debt:
[Yes/No] Total Future Funding Obligations of
Seller:
$[
]
Future Funding Amount requested of Buyer (if any) (subject to Buyer's approval
in its sole discretion at the time of any such request by Seller):
$[
]
Anticipated Timing of