Borrowings Under Repurchase Agreements

At September 30, 2015 and December 31, 2014, the Company’s borrowings outstanding under the Wells Facility, the UBS Facility, the DB Facility, the JPMorgan Facility and the Goldman Loan had the following debt balances, weighted average maturities and interest rates:



	September 30, 2015						December 31, 2014
	Debt Balance		Weighted Average Remaining Maturity		Weighted Average Rate		Debt Balance		Weighted Average Remaining Maturity		Weighted Average Rate
Wells Facility borrowings	$	—	—		—	%	$	20,166	0.2 years		1.0	%	**
UBS Facility borrowings	133,899		3.0 years	*	2.8	%	133,899		3.7 years	*	2.8	%	Fixed
DB Facility borrowings	300,005		2.5 years		3.7	%	300,005		3.3 years		3.7	%	***
JPMorgan Facility borrowings	253,481		2.3 years		2.5	%	168,124		0.1 years		2.7	%	L+225 - 350
Goldman Loan	48,052		3.6 years		3.7	%	—		—		—	%	L+350
Total borrowings	$	735,437	2.5 years		3.0	%	$	622,194	3.2 years		3.2	%

*Assumes extension options are exercised.

**At December 31, 2014, borrowings outstanding under the Wells Facility bore interest at LIBOR plus 80 basis points.

*** Advances under the DB Facility accrue interest at a per annum pricing rate based on the rate implied by the fixed rate bid under a fixed for floating interest rate swap for the receipt of payments indexed to three-month U.S. dollar LIBOR, plus a financing spread ranging from 1.80% to 2.32% based on the rating of the collateral pledged.

At September 30, 2015, the Company’s borrowings had the following remaining maturities:



	Less than 1 year		1 to 3 years		3 to 5 years		More than 5 years		Total
UBS Facility borrowings *	$	5,004	$	128,895	$	—	$	—	$	133,899
DB Facility borrowings	58,552		241,453		—		—		300,005
JPMorgan Facility borrowings	1,177		252,304						253,481
Goldman Loan	3,126		10,581		34,345				48,052
Total	$	67,859	$	633,233	$	34,345	$	—	$	735,437

*Assumes extension option is exercised.

At September 30, 2015, the Company’s collateralized financings were comprised of borrowings outstanding under the UBS Facility, the DB Facility, the JPMorgan Facility and the Goldman Loan. The table below summarizes the outstanding balances at September 30, 2015, as well as the maximum and average balances for the nine months ended September 30, 2015 for the Company's borrowings under repurchase agreements.



			For the nine months ended September 30, 2015
	Balance at September 30, 2015		Maximum Month-End Balance		Average Month-End Balance
Wells Facility borrowings	$	—	$	22,254	$	4,242
UBS Facility borrowings	133,899		133,899		$	133,899
DB Facility borrowings	300,005		300,005		300,005
JPMorgan Facility borrowings	253,481		395,572		244,678
Goldman Loan	48,052		52,524		45,259
Total	$	735,437

Goldman Loan. On January 26, 2015, the Company, through an indirect wholly-owned subsidiary, entered into the Goldman Loan. The Goldman Loan provides for a purchase price of $52,524 and a repurchase date of the earliest of: (1) April 30, 2019, (2) an early repurchase date as a result of repayment or sale of the purchased loan, or (3) an accelerated repurchase date as a result of certain events of default. Subject to the terms and conditions thereof, the Goldman Loan provides for the purchase and sale of certain participation interests in a mortgage loan secured by single-family and condominium properties. Prior to an event of default, amounts borrowed under the Goldman Loan bear interest at a spread of 3.5% plus one-month LIBOR. In addition, the Goldman Loan provides that margin calls may occur during the continuance of certain credit events if the market value of the mortgaged properties drop below an agreed upon percentage. The Goldman Loan contains affirmative and negative covenants and provisions regarding events of default that are normal and customary for similar repurchase agreements. The Company has agreed to the following restrictive covenants, among others: (1) continuing to operate in a manner that allows the Company to qualify as a REIT and (2) financial covenants, including (A) a minimum consolidated tangible net worth covenant ($750,000), (B) maximum total indebtedness to consolidated tangible net worth (3:1), (C) minimum liquidity ($15,000), (D) minimum sum of (i) cash liquidity and (ii) “near cash liquidity” (5.0% of the Company’s total recourse indebtedness), (E) minimum net income (one U.S. dollar during any four consecutive fiscal quarters) and (F) a minimum ratio of EBITDA to interest expense (1.5 to 1.0). The Company has also agreed to provide a guarantee of the obligations under the Goldman Loan.

JPMorgan Facility. On January 29, 2015, the Company, through indirect wholly-owned subsidiaries, entered into a Fourth Amended and Restated Master Repurchase Agreement with JPMorgan Chase Bank, National Association. The JPMorgan Facility was amended in June 2015 to increase the maximum aggregate purchase price from $300,000 to $400,000, and has a two-year term plus a one-year extension option, exercisable at the option of the Sellers, subject to satisfaction of certain conditions. Subject to the terms and conditions thereof, the JPMorgan Facility provides for the purchase, sale and repurchase of eligible senior commercial or multifamily mortgage loans, junior commercial or multifamily mortgage loans, mezzanine loans and participation interests therein that are secured by properties located in the United States, England or Wales. Amounts borrowed under the JPMorgan Facility bear interest at spreads ranging from 2.25% to 4.75% over one-month LIBOR. Maximum advance rates under the JPMorgan Facility range from 25% to 80% on the estimated fair value of the pledged collateral depending on its loan-to-value ratio. Margin calls may occur any time the aggregate repurchase price exceeds the agreed upon advance rate multiplied by the market value of the assets by more than $250. The JPMorgan Facility contains affirmative and negative covenants and provisions regarding events of default that are normal and customary for similar repurchase facilities. The Company has agreed to the following restrictive covenants, among others: (1) continuing to operate in a manner that allows the Company to qualify as a REIT and (2) financial covenants, including (A) a minimum consolidated tangible net worth covenant ($750,000 plus 75% of the net cash proceeds of any equity issuance by the Company), (B) maximum total indebtedness to consolidated tangible net worth (3:1), or (C) minimum liquidity (the greater of 5% of the Company’s total recourse indebtedness or $15,000). The Company has agreed to provide a limited guarantee of the obligations under the JPMorgan Facility.

Wells Facility. During February 2015, the Company repaid the outstanding balance under the Wells Facility upon the sale of the pledged collateral.

The Company was in compliance with the financial covenants under its repurchase agreements at September 30, 2015 and December 31, 2014.