### 8-K - CURRENT REPORT
0002066337
2026-05-22
2026-05-22
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
May 22, 2026
CNL STRATEGIC RESIDENTIAL CREDIT, INC.
(Exact name of registrant as specified in its
charter)
Maryland |
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000-56755 |
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33-3001463 |
(State or Other Jurisdiction of
Incorporation or Organization)
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(Commission
File Number)
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(IRS Employer
Identification Number)
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CNL Center at City Commons
450 South Orange Avenue
Orlando , Florida 32801
(Address of Principal Executive Offices; Zip
Code)
Registrant’s telephone number, including
area code: (407) 650-1000
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
Title
of each class |
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Trading
Symbol(s) |
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Name
of each exchange on which registered |
None |
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N/A |
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N/A |
Indicate by check mark whether the Registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 1.01 Entry into a Material Definitive Agreement.
On May 22, 2026, CNL Strategic
Residential Credit, Inc. (the “Company”) and Valley National Bank, a Tennessee banking corporation, (referred to as “Valley
National Bank”) entered into a First Amendment (“First Amendment”) to the Loan and Security Agreement (the “Loan
Agreement”) previously entered into by such parties for a fifteen million dollar ($15 million) revolving line of credit (the “Line
of Credit”). The First Amendment modifies the Loan Agreement to permit the extension of credit of up to five million dollars ($5.0
million) to be used to satisfy Company liquidity covenants under existing repurchase agreement facilities. The foregoing description of
the First Amendment in this Item 1.01 does not purport to be complete in scope and is qualified in its entirety by the full text
of such agreement included as an exhibit and incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 regarding the First Amendment
is incorporated by reference into this Item 2.03.
Item 8.01 Other Events.
Determination of Net Asset Value for Outstanding Shares
for the month ended April 30, 2026
On May 22, 2026, the board
of directors (the “Board”) of CNL Strategic Residential Credit, Inc. (the “Company”) determined the Company’s
net asset value per share for each share class in a manner consistent with the Company’s valuation policy. This table provides the
Company’s aggregate net asset value and net asset value per share for its Class FA and Class E shares as of April 30,
2026 (in thousands, except per share data):
Month Ended
April 30, 2026
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Class E | |
Class FA | |
Total |
Net Asset Value | |
$ | 24,371,835 | | |
$ | 1,181,026 | | |
$ | 25,552,861 | |
Number of Outstanding Shares | |
| 966,038 | | |
| 47,392 | | |
| 1,013,430 | |
Net Asset Value, Per Share | |
$ | 25.23 | | |
$ | 24.92 | | |
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Offering Price Adjustment
On May 22, 2026, the Company’s
Board approved the new per share offering price for each share class in the Company’s private offering. As of April 30, 2026, the
Company had not sold any Class A, Class T or Class I shares. The new per share offering prices for the Company's Class A, Class T and
Class I shares are based on the Company's aggregate net asset value per share as of April 30, 2026 and are adjusted for applicable upfront
selling commissions and dealer manager fees. The new offering prices will be used for the Company’s next monthly closing for
subscriptions on April 30, 2026. The purchase price for shares purchased under our distribution reinvestment plan will be equal to the
net asset value per share for each share class as of April 30, 2026. A subscriber may also obtain this information by calling us by telephone
at (866) 650-0650. The following table provides the new offering prices and applicable upfront selling commissions and dealer manager
fees, if any, for each share class available in the Company’s current private offering:
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Class E | |
Class FA | |
Class A | |
Class T | |
Class I |
Public Offering Price, Per Share | |
$ | 25.23 | | |
$ | 24.92 | | |
$ | 27.23 | | |
$ | 26.16 | | |
$ | 24.92 | |
Selling Commissions, Per Share | |
| — | | |
| — | | |
$ | 1.63 | | |
$ | 0.78 | | |
| — | |
Dealer Manager Fees, Per Share | |
| — | | |
| — | | |
$ | 0.68 | | |
$ | 0.46 | | |
| — | |
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Declaration of Distributions
On May 22, 2026, the Company’s
Board declared a distribution on outstanding shares of our Class E common stock and Class FA common stock. For additional information
regarding sources of distributions, please see the annual and quarterly reports the Company files with the Securities and Exchange Commission.
The declared cash distributions on the outstanding shares of our common stock are based on a monthly record date, as set forth below:
Distribution
Record Date
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Distribution
Payment Date
| |
| Declared Distribution Per Share for Each Share Class
| |
| |
| |
| Class E | | |
| Class FA | |
June 26, 2026 | |
June 29, 2026 | |
$ | 0.166667 | | |
$ | 0.166667 | |
Investment Activity
From January 14, 2026
through May 22, 2026, the Company invested approximately $9.2 million in preferred equity of entities that acquire residential mortgage
servicing rights (“MSR”) interests and the Company purchased 135 residential mortgage whole loans for approximately $45.2
million.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
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10.1 |
First Amendment to Loan and Security Agreement dated May 22, 2026, by and among the Company, the Guarantor (as defined in therein), and Valley National Bank. |
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
Cautionary Note Regarding Forward-Looking
Statements
Statements in this Current
Report on Form 8-K, including intentions, beliefs, expectations or projections relating to the items described herein, are forward-looking
statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934,
as amended. These statements are based on the beliefs and assumptions of the Company’s management and on the information currently
available to management at the time of such statements. Forward-looking statements generally can be identified by the words “believes,”
“expects,” “intends,” “plans,” “will,” “estimates” or similar expressions
that indicate future events. Forward-looking statements are subject to substantial risks and uncertainties, many of which are difficult
to predict and are generally beyond the Company’s control. Any forward-looking statement made by us in this Current Report is based
only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly
update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information,
future developments or otherwise. Important risks, uncertainties and factors that could cause actual results to differ materially from
those in the forward-looking statements include the risks associated with the Company’s ability to pay distributions and the sources
of such distribution payments, the Company’s ability to locate and make suitable investments, the economy and the broader financial
markets, which may have a significant negative impact on the Company's (and its businesses) financial condition, results of operations,
cash flows and net asset value per share and other risks described in the Company’s reports and the other documents filed by the
Company with the Securities and Exchange Commission.
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SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
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Date: May 22, 2026 |
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CNL Strategic Residential Credit, Inc.
a Maryland corporation
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By: |
/s/ Chirag J. Bhavsar |
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Chirag J. Bhavsar
Chief Executive Officer
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### EX-10.1 - FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT
EX-10.1
2
ex10-1.htm
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT
Exhibit 10.(1)
Date: as of May 22, 2026
CNL Strategic Residential Credit, Inc.
CNL Holdings, LLC
450 South Orange Avenue
Orlando, FL 32801
Attention: Tammy Tipton
Re: First Amendment to Loan and Security
Agreement
Ladies and Gentlemen:
This amendment letter (the
“ Amendment ”) is entered into by and among CNL Strategic Residential Credit, Inc., a Maryland corporation (“ Borrower ”)
and CNL Holdings, LLC, a Delaware limited liability company (“ Guarantor ” together with Borrower, individually
and collectively, as the context requires, but in each case jointly and severally, “ Obligor ” or “ you ”)
and Valley National Bank (“ Bank ”, “ we ” or “ us ”). We refer
to that certain Loan and Security Agreement by and between Borrower and Bank dated December 31, 2025 (as amended, restated, supplemented
or otherwise modified, the “ Loan Agreement ”). Unless otherwise defined in this Amendment, capitalized terms
are used as defined in the Loan Agreement.
You have requested, and
Bank has agreed, to (i) add a Non-Formula Revolving Facility to the Loan Agreement, (ii) add Guarantor as a guarantor of Borrower’s
Obligations under the Non-Formula Revolving Facility and (iii) make such other changes as are set forth below, all on the terms and conditions
set forth herein.
NOW, THEREFORE , the
parties hereto agree as follows:
Section 1. Amendments .
| (a) | Added or Modified Definitions . The following definitions set forth in Section 1.1 of the Loan Agreement
are hereby modified or, if applicable, added to Section 1.1 of the Loan Agreement, in alphabetical order, and shall read as follows: |
“Credit
Extension” means each Advance, each Non-Formula Advance or any other extension of credit by Bank for the benefit of Borrower
hereunder.
“First
Amendment” means that certain First Amendment to Loan and Security Agreement dated May 22, 2026 by and between Obligor and
Bank.
“Guarantor”
means any Person who executes a guaranty in connection with the Advances or the Non-Formula Advances.
“Non-Formula
Advance” or “Non-Formula Advances” means a cash advance or cash advances under the Non-Formula
Revolving Facility.
“Non-Formula
Revolving Facility” means the facility under which Borrower may request Bank to issue Non-Formula Advances, as specified
in Section 2.1 hereof.
“Non-Formula
Revolving Line” means commitments to make Credit Extensions comprised of Non-Formula Advances in an amount not to exceed
at any one time Five Million Dollars ($5,000,000).
“Non-Formula
Revolving Maturity Date” means December 31, 2026, unless extended, at Bank’s sole option, one additional year in which
instance the Non-Formula Revolving Maturity Date shall be such extended date.
| 1 | |
| (b) | Modified Credit Extensions . Section 2.1 of the Loan Agreement is hereby amended and restated in
its entirety to read as follows: |
2.1 Credit
Extensions.
(a) Revolving
Line. Subject to and upon the terms and conditions of this Agreement, Borrower may request Advances in an aggregate outstanding amount
not to exceed the lesser of the Revolving Line (minus any outstanding Non-Formula Advances) and the Borrowing Base, in each case minus
any other outstanding Obligations under the Revolving Line. Subject to the terms and conditions of this Agreement, amounts borrowed pursuant
to this Section may be repaid and reborrowed at any time prior to the Revolving Maturity Date. Notwithstanding anything to the contrary
in this Agreement, each Advance shall be repaid upon the earlier of the following (such date, the “ Advance Due Date ”):
(i) 90 days from the date such Advance was made and (ii) the Revolving Maturity Date. On the Revolving Maturity Date, all Advances shall
be immediately due and payable. Subject to Section 2.4, Borrower may prepay any Advances without penalty or premium. Whenever Borrower
desires an Advance, Borrower will notify Bank by electronic mail, facsimile transmission or telephone no later than 12:00 noon Eastern
Time on the Business Day prior to the date the Advance is requested to be made. Each such notification shall be promptly confirmed by
a Loan Advance/Paydown Request Form in substantially the form of Exhibit C and a Borrowing
Base Certificate and a Capital Commitment Certificate. Bank is authorized to make Advances under this Agreement, based upon written instructions
received from a Responsible Officer or a designee of a Responsible Officer, or without instructions if in Bank’s discretion such
Advances are necessary to meet Obligations that have become due and remain unpaid. Bank shall be entitled to rely on any telephonic notice
given by a person who Bank reasonably believes to be a Responsible Officer or a designee thereof, and Borrower shall indemnify and hold
Bank harmless for any damages or loss suffered by Bank as a result of such reliance. Bank will credit the amount of Advances only to Borrower’s
designated deposit account. If at any time the aggregate principal amount of the outstanding Advances exceeds the lesser of (i) the Revolving
Line (minus any outstanding Non-Formula Advances) and (ii) the Borrowing Base, in each case, less any other outstanding Obligations under
the Revolving Line, including Contingent Obligations, Borrower shall immediately pay to Bank, in cash, the amount of such excess. Borrower
shall use the proceeds of each Advance for working capital and to make Investments.
(b) Non-Formula
Revolving Line. Subject to and upon the terms and conditions of this Agreement, Borrower may request Non-Formula Advances in an aggregate
outstanding amount not to exceed the Non-Formula Revolving Line minus any other outstanding Obligations under the Non-Formula Revolving
Line. Subject to the terms and conditions of this Agreement, amounts borrowed pursuant to this Section may be repaid and reborrowed at
any time prior to the Non-Formula Revolving Maturity Date. On the Non-Formula Revolving Maturity Date, all Non-Formula Advances shall
be immediately due and payable. Subject to Section 2.4, Borrower may prepay any Non-Formula Advances without penalty or premium. Whenever
Borrower desires a Non-Formula Advance, Borrower will notify Bank by electronic mail, facsimile transmission or telephone no later than
12:00 noon Eastern Time on the Business Day prior to the date the Non-Formula Advance is requested to be made. Each such notification
shall be promptly confirmed by a Loan Advance/Paydown Request Form in substantially the form
of Exhibit C. Bank is authorized to make Non-Formula Advances under this Agreement, based upon written instructions received from a Responsible
Officer or a designee of a Responsible Officer, or without instructions if in Bank’s discretion such Non-Formula Advances are necessary
to meet Obligations that have become due and remain unpaid. Bank shall be entitled to rely on any telephonic notice given by a person
who Bank reasonably believes to be a Responsible Officer or a designee thereof, and Borrower shall indemnify and hold Bank harmless for
any damages or loss suffered by Bank as a result of such reliance. Bank will credit the amount of Non-Formula Advances only to Borrower’s
designated deposit account. If at any time the aggregate principal amount of the outstanding Non-Formula Advances exceeds the Non-Formula
Revolving Line less any other outstanding Obligations under the Non-Formula Revolving Line, including Contingent Obligations, Borrower
shall immediately pay to Bank, in cash, the amount of such excess. Borrower shall use the proceeds of each Non-Formula Advance solely
to satisfy a $5,000,000 liquidity covenant under Borrower’s repurchase facility with Goldman Sachs.
| 2 | |
(c) Overall
Credit Extension Limit. At no time shall the amount of the outstanding Advances and outstanding Non-Formula Advances exceed $15,000,000
in the aggregate.
| (c) | Modified Interest Rate Provision to Include Non-Formula Advances . Section 2.2(a)(i) of the Loan
Agreement is hereby amended and restated in its entirety to read as follows: |
| (i) | Interest Rate. |
(A) Except
as set forth in Section 2.2(b), the Advances and Non-Formula Advances shall each bear interest, on the outstanding daily balance thereof,
at a fluctuating rate per annum (the “ Interest Rate ”) which shall be equal to 2.75% above the Term SOFR in effect
on the first day of the applicable Interest Period; provided , however , that in no event shall the interest rate applicable
to Advances and Non-Formula Advances hereunder be less than 2.75% per annum. In no event will the Interest Rate exceed the maximum
rate allowed by law.
(B) Upon
Borrower’s request, Bank shall give notice to Borrower of the Term SOFR as determined or adjusted for each Interest Period in accordance
herewith, which determination or adjustment shall be conclusive absent manifest error. All interest hereunder on any Advance or Non-Formula
Advance shall be computed on a daily basis based upon the outstanding principal amount of such Advance or Non-Formula Advance, as applicable,
as of the applicable date of determination.
(C) In
the event Bank shall have determined that by reason of circumstances affecting the Term SOFR, adequate and reasonable means do not exist
for ascertaining the Term SOFR for any Interest Period with respect to any Advance or Non-Formula Advance hereunder, the per annum rate
of interest (the “ Alternate Rate ”) applicable to such Advance or Non-Formula Advance, as applicable, during such Interest
Period shall be one of the Alternative Rates (to the extent ascertainable) as agreed between Bank and Borrower, subject to the minimum
rate of interest specified in Subclause (i)(A) of this Section.
(D) If,
after the date of this Agreement, Bank shall determine (which determination shall be final and conclusive) that any Change in Law (defined
below) shall make it impossible or unlawful for Bank to make, fund or maintain SOFR Advances, then Bank shall notify Borrower. From the
date of such notice until Bank notifies Borrower that the circumstances giving rise to such determination no longer apply, then (i) any
obligation of Bank contained herein or in any agreement of Bank to make available SOFR Advances shall immediately be suspended, and (ii)
any such SOFR Advances then outstanding shall instead bear interest, at Bank’s option, at the Alternate Rate, such change taking
effect either (x) on the last day of the then current Interest Period if Bank may lawfully continue to maintain SOFR Advances to such
day, or (y) immediately if Bank may not lawfully continue to maintain SOFR Advances. Upon the occurrence of any of the foregoing events,
Borrower shall pay to Bank immediately upon demand such amounts as may be necessary to compensate Bank for any fines, fees, charges, penalties
or other costs incurred or payable by Bank as a result thereof and which are attributable to any SOFR Advances made available to Borrower
hereunder, and any reasonable allocation made by Bank among its operations shall be conclusive and binding upon Borrower.
| 3 | |
| (d) | Modified Payment Provision . The two sentences of Section 2.2(c) of the Loan Agreement that currently
read as follows: |
Any interest not
paid when due shall be compounded by becoming a part of the Obligations under the Revolving Line, and such interest shall thereafter accrue
interest at the rate then applicable hereunder. Notwithstanding anything to the contrary in this Agreement, on the Revolving Maturity
Date, all unpaid Advances under this Section shall be immediately due and payable.
are hereby amended and
restated in their entirety to read as follows:
Any interest not
paid when due shall be compounded by becoming a part of the Obligations under the Revolving Line or the Non-Formula Revolving Line, as
applicable, and such interest shall thereafter accrue interest at the rate then applicable hereunder. Notwithstanding anything to the
contrary in this Agreement, on the Revolving Maturity Date, all unpaid Advances under this Section shall be immediately due and payable
and on the Non-Formula Revolving Maturity Date, all unpaid Non-Formula Advances under this Section shall be immediately due and payable.
| (e) | Modified Conditions Precedent to All Credit Extensions Provision . Section 3.2(b) of the Loan Agreement
that currently read as follows: |
(b) after
giving effect to such Advance, the outstanding Obligations incurred under this Agreement shall not exceed the greater of (i) the Revolving
Line or (ii) the Borrowing Base; and
are hereby amended and
restated in their entirety to read as follows:
(b) after
giving effect to such Credit Extension, the outstanding Obligations incurred under this Agreement shall not exceed the greater of (i)
the Revolving Line (minus any outstanding Non-Formula Advances) or (ii) the Borrowing Base; and
| (f) | Modified Event of Default Regarding Sub-Advisor . Section 7.5 of the Loan Agreement that currently
reads as follows: |
7.5
Sub-Advisor. Permit any proceeds of Advances, or any other Collateral, to be used to pay any fees (including, without limitation,
any management fees and incentive fees), expenses or any other amounts to the Sub-Advisor (as defined in the Sub-Advisory Agreement).
is hereby amended
and restated in its entirety to read as follows:
7.5
Sub-Advisor. Permit any proceeds of Advances or Non-Formula Advances, or any other Collateral, to be used to pay any fees (including,
without limitation, any management fees and incentive fees), expenses or any other amounts to the Sub-Advisor (as defined in the Sub-Advisory
Agreement).
| 4 | |
| (g) | Modified Event of Default Regarding Compliance . Section 7.14 of the Loan Agreement that currently
reads as follows: |
7.14
Compliance . Become an “investment company” or be controlled by an “investment company , ” within
the meaning of the Investment Company Act of 1940 other than an exempt investment company; or, become principally engaged in, or undertake
as one of its important activities, the business of extending credit for the purpose of purchasing or carrying margin stock, or use the
proceeds of any Advance for such purpose, or fail to comply in any material respect with, or violate any, material law or regulation applicable
to such Borrower.
is hereby amended
and restated in its entirety to read as follows:
7.14
Compliance . Become an “investment company” or be controlled by an “investment company , ” within
the meaning of the Investment Company Act of 1940 other than an exempt investment company; or, become principally engaged in, or undertake
as one of its important activities, the business of extending credit for the purpose of purchasing or carrying margin stock, or use the
proceeds of any Advance or Non-Formula Advance for such purpose, or fail to comply in any material respect with, or violate any, material
law or regulation applicable to such Borrower.
| (h) | Modified Exhibit B . Each of Exhibit B (Prior to Trigger Event Date) and Exhibit B (After Trigger
Event Date) attached to the Loan Agreement are hereby replaced with the Exhibit B (Prior to Trigger Event Date) and Exhibit B (After Trigger
Event Date) attached hereto. |
| (i) | Guaranty . Borrower shall cause Guarantor, and Guarantor agrees, to execute and deliver an Unlimited
Guaranty, in form and substance satisfactory to Bank in its sole discretion, pursuant to which Guarantor shall guaranty Borrower’s
Obligations to Bank under the Non-Formula Revolving Line. Such Unlimited Guaranty shall remain in full force and effect as long as the
Non-Formula Revolving Facility remains in effect and any Obligations thereunder remain outstanding. |
| (j) | Fee . In consideration for Bank entering into this Amendment, Borrower shall concurrently pay Bank
a fee in the amount of $_________, which shall be non-refundable and in addition to all interest and other fees payable to Bank under
the Loan Documents. Bank is authorized to charge said fee to Borrower’s loan account or any of Borrower’s deposit accounts
with Bank. |
Section 2. Acknowledgements .
| (a) | Except as specifically amended herein, the Loan Agreement shall remain in full force and effect in accordance
with its terms. The amendments contained herein shall not be construed as a waiver or amendment of any other provision of the Loan Agreement
or any other Loan Documents. |
| (b) | Each undersigned guarantor and pledgor (each, an “ other Obligor ”), if any, hereby
confirms and agrees that the respective guarantee(s) and pledge agreement(s) delivered by it to Bank in connection with the Facility are
hereby ratified and confirmed and remain in full force and effect. |
| (c) | All Collateral as set forth in the Loan Agreement and any and all security and pledge agreements delivered
in connection therewith, is and shall continue to be collateral security for the Obligations under the Loan Agreement, as amended hereby. |
| 5 | |
Section 3. Representations .
In order to induce Bank to enter into this Amendment, each Obligor hereby represents, warrants and agrees that: (i) the representations
and warranties contained in the Loan Documents are true and correct on and as of the date hereof as though made on and as of such date,
except for those representations and warranties given as of a specific date, (ii) no default or Event of Default, as defined in any Loan
Document, has occurred and is continuing; (iii) it has full power, right and legal authority to execute, deliver and perform its obligations
under this Amendment; and (iv) it has taken all action necessary to authorize the execution and delivery of, and the performance of its
obligations under this Amendment.
Section 4. Miscellaneous .
| (a) | This Amendment shall be governed and construed in accordance with the internal laws of the State of Florida. |
| (b) | This Amendment may be signed in any number of counterparts with the same effect as if the signatures thereto
and hereto were upon the same instrument. This Amendment may be executed and authenticated by each party by electronic or digital means,
and each party hereto expressly consents to the use of an electronic version of this Amendment to embody the entire agreement and understanding
between us. An authorized, electronically-affixed or digitally-affixed signature, when received shall be binding for all purposes as if
an original signature. |
| (c) | The Loan Documents and all agreements, instruments and documents executed and delivered in connection
therewith, shall each be deemed amended hereby to the extent necessary, if any, to give effect to the provisions of this Amendment. |
| (d) | This Amendment shall be effective as of the date hereof, upon receipt by Bank of a duly executed copy
hereof by Borrower and, if applicable, each other Obligor, together with the Amendment Fee set forth in Section 1(j) above. |
Version-0
[No further text on this page;
signatures follow]
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Please
indicate your agreement and acceptance to the terms set forth above by signing and returning a copy of this Amendment to the undersigned,
together with the payment of the amendment fee.
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Very truly yours, |
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VALLEY NATIONAL BANK |
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By: |
/s/ Ben Powers |
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Name: |
Ben Powers |
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Title: |
Authorized Signatory |
AGREED TO as of the
date hereof:
bORROWER:
CNL STRATEGIC RESIDENTIAL
CREDIT, INC.
By: |
/s/ Tammy Tipton |
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Name: |
Tammy Tipton |
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Title: |
CFO |
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GUARANTOR:
CNL HOLDINGS, LLC
By: |
/s/ Tammy Tipton |
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Name: |
Tammy Tipton |
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Title: |
CFO |
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| 7 | |
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EXHIBIT B
BORROWING BASE CERTIFICATE
(Prior to Trigger Event Date)
Borrower: CNL STRATEGIC RESIDENTIAL
CREDIT, INC.
Revolving Line: $15,000,000
| 1. | Total Capital Commitments of all Initial Investors |
$ |
| 2. | Total Capital Commitments of Defaulting Initial Investors |
$ |
| 3. | Net Total Capital Commitments of Initial Investors (1-2) |
$ |
| 4. | Loan Value of Capital Commitments (60% of No. 3) |
$ |
| 5. | Borrowing Base (Same as No. 4) |
$ |
| 6. | Revolving Line |
$15,000,000* |
| 7. | Maximum Aggregate Borrowings (Lesser of No. 5 and No. 6) |
$ |
| 8. | Outstanding Advances |
$ |
| 9. | Outstanding Obligations other than Advances |
$ |
| 10. | Availability (No. 7 minus No. 8 minus No. 9) |
$ |
*The “Revolving Line”
means aggregate commitments to make Credit Extensions equal to the lesser of (i) Fifteen Million Dollars ($15,000,000.00) minus any outstanding
Non-Formula Advances and (ii) the Borrowing Base. At no time shall availability under the Revolving Line exceed the Borrowing Base.
The undersigned represents
and warrants that the attached Schedule sets forth a true, complete and correct listing of the Total Capital Commitments as of the date
set forth below.
The undersigned represents
and warrants that this is true, complete and correct, and that the information in this Borrowing Base Certificate complies with the representations
and warranties in the Loan and Security Agreement between the undersigned and VALLEY NATIONAL BANK.
COMMENTS:
CNL STRATEGIC RESIDENTIAL CREDIT, INC.
By: |
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Authorized Signer |
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EXHIBIT B
BORROWING BASE CERTIFICATE
(After Trigger Event Date)
Borrower: CNL STRATEGIC RESIDENTIAL
CREDIT, INC.
Revolving Line: $15,000,000
| 1. | Total Amount of Escrow Funds held in Escrow Account |
$ |
| 2. | Dilution |
$ |
| 3. | Net Amount of Escrow Funds held in Escrow Account (1-2) |
$ |
| 4. | Loan Value of Capital Commitments (100% of No. 3) |
$ |
| 5. | Borrowing Base (Same as No. 4) |
$ |
| 6. | Revolving Line |
$15,000,000* |
| 7. | Maximum Aggregate Borrowings (Lesser of No. 5 and No. 6) |
$ |
| 8. | Outstanding Advances |
$ |
| 9. | Outstanding Obligations other than Advances |
$ |
| 10. | Availability (No. 7 minus No. 8 minus No. 9) |
$ |
*The “Revolving Line”
means aggregate commitments to make Credit Extensions equal to the lesser of (i) Fifteen Million Dollars ($15,000,000.00) minus any outstanding
Non-Formula Advances and (ii) the Borrowing Base. At no time shall availability under the Revolving Line exceed the Borrowing Base.
The undersigned represents
and warrants that the attached Schedule sets forth a true, complete and correct listing of the Escrow Funds as of the date set forth below.
The undersigned represents
and warrants that this is true, complete and correct, and that the information in this Borrowing Base Certificate complies with the representations
and warranties in the Loan and Security Agreement between the undersigned and VALLEY NATIONAL BANK.
COMMENTS:
CNL STRATEGIC RESIDENTIAL CREDIT, INC.
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Authorized Signer |
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