Borrowings Under Repurchase Agreements

At March 31, 2017 and December 31, 2016, the Company’s borrowings had the following outstanding balances, maturities and weighted average interest rates:



	March 31, 2017								December 31, 2016
Lender	Maximum Amount of Borrowings		Borrowings Outstanding			Maturity⁽¹⁾	Weighted Average Rate⁽²⁾		Maximum Amount of Borrowings		Borrowings Outstanding			Maturity ⁽¹⁾	Weighted Average Rate ⁽²⁾
JPMorgan Facility ⁽³⁾	$	1,118,000	$	894,031		March 2020	L+2.27%		$	943,000	$	657,452		January 2019	L+2.25%
DB Repurchase Facility ⁽⁴⁾	355,200		308,730			September 2019	L+2.57%		300,000		137,355			September 2019	L+2.66%
Goldman Loan	N/A		39,001			April 2019	L+3.50%		N/A		40,657			April 2019	L+3.50%
Sub-total			1,241,762				L+2.38%				835,464				L+2.38%

UBS Facility	N/A		100,798			September 2018	2.77	%	N/A		133,899			September 2018	2.79	%
DB Facility ⁽⁵⁾	N/A		144,675			April 2018	3.59	%	N/A		177,203			April 2018	3.63	%
Sub-total			245,473				3.25	%			311,102				3.27	%

less: deferred financing costs			(9,954		)						(6,763		)
Total / Weighted Average			$	1,477,281			3.35	%			$	1,139,803			3.18	%

(1) Maturity date assumes all extensions are exercised.

(2) Assumes one-month LIBOR was 0.98% and 0.77% as of March 31, 2017 and December 31, 2016, respectively.

(3) As of March 31, 2017, the Company's master repurchase agreement with JPMorgan Chase Bank, National Association

(the "JPMorgan Facility") provided for maximum total borrowings comprised of the $975,000 repurchase facility and a $143,000 asset specific financing.

(4) As of March 31, 2017, the Company's master repurchase agreement with Deutsche Bank AG, Cayman Islands Branch (the "DB Repurchase Facility") provided for maximum total borrowings comprised of the $300,000 repurchase facility and a $55,200 asset specific financing.

(5) 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 March 31, 2017, 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
JPMorgan Facility	$	29,251	$	864,780	$	—	$	—	$	894,031
DB Repurchase Facility	—		308,730		—		—		308,730
Goldman Loan	5,290		33,711		—		—		39,001
UBS Facility	100,798		—		—		—		100,798
DB Facility	1,540		143,135		—		—		144,675
Total	$	136,879	$	1,350,356	$	—	$	—	$	1,487,235

At March 31, 2017, the Company’s collateralized financings were comprised of borrowings outstanding under the JPMorgan Facility, the DB Repurchase Facility, the Company's repurchase agreement with Goldman Sachs Bank USA (the" Goldman Loan"), the UBS Facility and the DB Facility. The table below summarizes the outstanding balances at March 31, 2017, as well as the maximum and average month-end balances for the three months ended March 31, 2017 for the Company's borrowings under repurchase agreements.



			For the three months ended March 31, 2017
	Balance at March 31, 2017		Maximum Month-End Balance		Average Month-End Balance
JPMorgan Facility borrowings	$	894,031	$	894,031	$	767,774
DB Repurchase Facility	308,730		308,730		223,012
Goldman Loan	39,001		40,657		39,976
UBS Facility borrowings	100,798		133,899		125,623
DB Facility borrowings	144,675		157,500		149,257
Total	$	1,487,235

JPMorgan Facility

On March 31, 2017, the Company, through two indirect wholly owned subsidiaries, amended and restated the JPMorgan Facility, which currently provides for maximum total borrowings of $1,118,000, comprised of the $975,000 repurchase facility and a $143,000 asset specific financing, and a term expiring in March 2019 plus a one-year extension option available at the Company's option, subject to certain conditions. 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 LTV. 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 Company has agreed to provide a limited guarantee of the obligations of its indirect wholly-owned subsidiaries under the JPMorgan Facility.

As of March 31, 2017, the Company had $894,031 of borrowings outstanding under the JPMorgan Facility secured by certain of the Company's commercial mortgage and subordinate loans.

DB Repurchase Facility

On September 29, 2016, the Company, through indirect wholly-owned subsidiaries, entered into the DB Repurchase Facility to provide up to $355,200 of advances comprised of the $300,000 repurchase facility and a $55,200 asset specific financing in connection with financing first mortgage loans secured by real estate. The DB Repurchase Facility matures in March 2018 with two one-year extension options available at the Company's option, subject to certain conditions, and accrues interest at per annum pricing equal to the sum of one-month LIBOR plus an applicable spread. Margin calls may occur any time at specified aggregate margin deficit thresholds. The Company has agreed to provide a guarantee of the obligations its indirect wholly-owned subsidiaries under this facility.

As of March 31, 2017, the Company had $308,730 borrowings outstanding under the DB Repurchase Facility secured by certain of the Company's commercial mortgage loans.

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.

As of March 31, 2017, the Company had $39,001 of borrowings outstanding under the Goldman Loan secured by one commercial mortgage loan held by the Company.

UBS Facility

In September 2013, the Company, through an indirect wholly-owned subsidiary, entered into the UBS Facility, which currently provides that the Company may borrow up to $133,899 in order to finance the acquisition of CMBS. The UBS Facility matures in September 2017, with a one-year extension available at the Company's option, subject to certain conditions. Advances under the UBS Facility accrue interest at a per annum pricing rate equal to a spread of 1.55% per annum over the rate implied by the fixed rate bid under a fixed-for-floating interest rate swap for the receipt of payments indexed to six-month U.S. dollar LIBOR. The Company borrows 100% of the estimated fair value of the collateral pledged and posts margin equal to 22.5% of that borrowing amount in cash. The margin posted is classified as restricted cash on the Company's condensed consolidated balance sheets. Additionally, depending on the utilization rate of the facility, a portion of the undrawn amount may be subject to non-use fees. The UBS Facility contains customary terms and conditions for facilities of this type and financial covenants to be met by the Company, including a minimum net asset value covenant (which shall not be less than an amount equal to $500,000 and a maximum total debt to consolidated tangible net worth covenant (3:1). The Company has agreed to provide a full guarantee of the obligations of its indirect wholly-owned subsidiary under the UBS Facility.

As of March 31, 2017, the Company had $100,798 of borrowings outstanding under the UBS Facility secured by CMBS held by the Company.

DB Facility

In April 2014, the Company, through an indirect wholly-owned subsidiary, entered into the DB Facility, which currently provides that the Company may borrow up to $300,000 in order to finance the acquisition of CMBS. The DB Facility matures in April 2018. 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.

Additionally, the undrawn amount is subject to a 1.8% non-use fee. The DB Facility contains customary terms and conditions for facilities of this type and financial covenants to be met by the Company, including minimum shareholder's equity of 50% of the gross capital proceeds of its initial public offering and any subsequent public or private offerings.

As of March 31, 2017, the Company had $144,675 of borrowings outstanding under the DB Facility secured by CMBS held by the Company.

The Company was in compliance with the financial covenants under its borrowing agreements at March 31, 2017 and December 31, 2016.