AS DEFINED IN SECTION 2(a)(51) OF THE 1940 ACT AND THE
RULES THEREUNDER (A "QUALIFIED PURCHASER"), IN EACH CASE IN A PRINCIPAL AMOUNT
OF NOT LESS THAN $250,000 (OR, IN THE CASE OF NOTES HELD IN RELIANCE ON RULE
144A, NOT LESS THAN $100,000) (AND INTEGRAL MULTIPLES OF $500 IN EXCESS THEREOF)
FOR THE PURCHASER AND FOR EACH SUCH ACCOUNT, SUBJECT TO THE SATISFACTION OF
CERTAIN CONDITIONS SPECIFIED IN THE INDENTURE; OR (II) TO AN INSTITUTION THAT IS
A NON "U.S. PERSON" IN AN "OFFSHORE TRANSACTION," AS DEFINED IN REGULATION S
UNDER THE SECURITIES ACT ("REGULATION S"), IN ACCORDANCE WITH RULE 903 OR RULE
904 (AS APPLICABLE) OF REGULATION S IN A PRINCIPAL AMOUNT OF NOT LESS THAN
$250,000 (AND INTEGRAL MULTIPLES OF
$500 IN EXCESS THEREOF), SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS
SPECIFIED IN THE INDENTURE, AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION.
EACH PURCHASER OF A DEFINITIVE NOTE WILL BE REQUIRED TO MAKE THE REPRESENTATIONS
AND AGREEMENTS SET FORTH IN SECTION 2.5 OF THE INDENTURE. ANY TRANSFER IN
VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT, WILL BE VOID AB
INITIO, AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE,
NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE ISSUER, THE CO-ISSUER,
AS APPLICABLE, THE TRUSTEE, THE NOTE ADMINISTRATOR, OR ANY INTERMEDIARY. IF AT
ANY TIME, THE ISSUER AND THE CO-ISSUER, AS APPLICABLE, DETERMINE OR ARE NOTIFIED
THAT THE HOLDER
OF SUCH NOTE WAS IN BREACH, AT THE TIME GIVEN, OF ANY OF THE REPRESENTATIONS SET
FORTH IN THE INDENTURE, THE TRUSTEE AND THE NOTE ADMINISTRATOR MAY CONSIDER THE
ACQUISITION OF THIS NOTE VOID AND REQUIRE THAT THIS NOTE BE TRANSFERRED TO A
PERSON DESIGNATED BY THE ISSUER AND THE CO-ISSUER, AS APPLICABLE.
You, the Trustee, the Issuer, the Co-Issuer, the Collateral Manager and the Note
Administrator are entitled to rely upon this letter and are irrevocably
authorized to produce this letter or a copy hereof to any interested party in
any administrative or legal proceedings or official inquiry with respect to the
matters covered hereby.
[Name of Transferee]
Dated:
cc:
Hunt CRE 2018-FL2, Ltd. Hunt CRE 2018-FL2, LLC
By:
Name: Title:
EXHIBIT I
FORM OF CLOSING DOCUMENT CHECKLIST REGARDING THE MORTGAGE ASSET FILE
Loan Number
Date
Check one: Initial delivery
CRITICAL DOCUMENTS:
Trailing documents
Final delivery
Document Name
Required
Enclosed
Status
A.
Promissory Note
1
2
3
B.
Allonge(s)/Endorsement(s)
Endorsed to
List complete chain
C.
Participation Certificate
D.
Participation Agreement
E.
Letter(s) of Credit (list separately)
Beneficiary
Is this an Essential Letter of Credit4
F.
Letter of Credit Rider to the Closing Checklist
List all terms including Beneficiary, Amount, Expiration Date, Transferability,
Issuing Bank and Address
G.
Assignment of Letters of Credit Assignee
H.
Ground Lease
Include Amendments, Modifications and Extensions
I.
Memorandum of Lease (Ground Lease)
J.
Ground Lease Estoppel
BASIC AND TRANSFER DOCUMENTS
Document Name
Required
Enclosed
Status
1.
Mortgage(s)/Deed(s) of Trust and Security Agreement
2.