Exhibit 10.1


 





Execution Version


 


EIGHTH AMENDMENT
TO UNCOMMITTED MASTER REPURCHASE AGREEMENT


 


THIS EIGHTH
AMENDMENT TO UNCOMMITTED MASTER REPURCHASE AGREEMENT (this “Amendment”), dated as of February 6, 2020, by and
between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States
(“Buyer”) and STARWOOD PROPERTY MORTGAGE SUB-14, L.L.C. and STARWOOD PROPERTY MORTGAGE SUB-14-A, L.L.C., each
a Delaware limited liability company (collectively, “Original Seller”) and STARWOOD MORTGAGE FUNDING VI LLC,
a Delaware limited liability company (“Funding VI Seller”), and SPT CA FUNDINGS 2, LLC, a Delaware limited
liability company (“SPT CA Seller”; together with Original Seller and Funding VI Seller, individually and/or
collectively as the context may require, “Seller”). Capitalized terms used but not otherwise defined herein
shall have the meanings given to them in the Master Repurchase Agreement (as defined below).


 


W I T N E S S
E T H:


 


WHEREAS,
Original Seller and Buyer have entered into that certain Uncommitted Master Repurchase Agreement, dated as of December 10, 2015,
as amended by that certain First Amendment to Uncommitted Master Repurchase Agreement, dated as of March 31, 2016, and that certain
Second Amendment to Uncommitted Master Repurchase Agreement, dated as of April 25, 2016, and that certain Third Amendment to Uncommitted
Master Repurchase Agreement and Amendment of Fee Letter, dated as of April 20, 2018, and that certain Fourth Amendment to Uncommitted
Master Repurchase Agreement, dated as of May 1, 2018, and that certain Fifth Amendment to Uncommitted Master Repurchase Agreement,
dated as of January 10, 2019, and that certain Sixth Amendment to Uncommitted Master Repurchase Agreement, dated as of September
17, 2019, and that certain Seventh Amendment to Uncommitted Master Repurchase Agreement, dated as of December 6, 2019 (the “Master
Repurchase Agreement”); and


 


WHEREAS, Seller and Buyer wish to
modify certain terms and provisions of the Master Repurchase Agreement.


 


NOW, THEREFORE, the parties hereto agree as follows:


 


1.      
Amendments to Master Repurchase Agreement. The Master Repurchase Agreement is hereby
amended as follows:


 


(a)    The
following definitions in Article 2 of the Master Repurchase Agreement are hereby deleted in their entirety and replaced with the
following:


 


“Maximum Facility Amount” shall
mean One Billion Eight Hundred Million and No/100 Dollars ($1,800,000,000.00).


 


2.      
Upsize Fee. As consideration for Buyer’s agreement to enter into this Amendment,
Buyer shall have received payment from Sellers of the Eighth Amendment Upsize Fee on the date hereof.


 






    


     


    




 


3.      
Effectiveness. The effectiveness of this Amendment is subject to receipt by Buyer
of the following:


 


(a)   
Amendment. This Amendment, duly executed and delivered by Sellers, Guarantor and Buyer.


 


(b)   
Amendment to Fee Letter. The Fifth Amendment to Fee Letter, dated as of the date hereof, by and between Buyer and
Sellers.


 


(c)   
Responsible Officer Certificate. A signed certificate from a Responsible Officer of Seller certifying: (i) that
no amendments have been made to the organizational documents of Seller, Pledgor and Guarantor, unless otherwise stated therein;
and (ii) the authority of Seller and Guarantor to execute and deliver this Amendment and the other Transaction Documents to be
executed and delivered in connection with this Amendment.


 


(d)   
Good Standing. Certificates of existence and good standing for the Seller, Pledgor and Guarantor.


 


(e)   
Legal Opinion. Opinions of outside counsel to Seller and Guarantor reasonably acceptable to Buyer as to such matters
as Buyer may reasonably request.


 


(f)    
Buyer’s Costs. Payment by Sellers of the actual costs and expenses, including, without limitation, the reasonable
fees and expenses of counsel to Buyer, incurred by Buyer in connection with this Amendment and the transactions contemplated hereby.


 


4.      
Representations and Warranties. All representations and warranties in the Master Repurchase
Agreement are true, correct, complete and accurate in all respects as of the date hereof (except as may be set forth in any Requested
Exceptions Report and except that if any such representation or warranty is expressly stated to have been made as of a specific
date, then such representation or warranty shall be true and correct as of such specific date).


 


5.      
Continuing Effect; Reaffirmation of Guarantee Agreement. As amended by this Amendment
and the Fifth Amendment to the Fee Letter, all terms, covenants and provisions of the Master Repurchase Agreement and the Fee
Letter are ratified and confirmed and shall remain in full force and effect. In addition, all terms, covenants and provisions
of the Guarantee Agreement are hereby ratified and confirmed and shall not be released, diminished, impaired, reduced or adversely
affected by this Amendment, and each party indemnifying Buyer, and Guarantor hereby consents, acknowledges and agrees to the modifications
set forth in this Amendment. By its execution hereof, Guarantor hereby reaffirms its obligations under the Guarantee Agreement.


 


6.       Binding
Effect; No Partnership; Counterparts. The provisions of the Master Repurchase Agreement as amended hereby, shall be
binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Nothing
herein contained shall be deemed or construed to create a partnership or joint venture between any of the parties hereto. For
the purpose of facilitating the execution of this Amendment as herein provided, this Amendment may be executed simultaneously
in any number of counterparts, each of which shall be deemed to be an original, and such counterparts when taken together
shall constitute but one and the same instrument. Delivery of an executed counterpart of this Amendment in Portable Document
Format (PDF) by email or facsimile transmission shall be effective as delivery of a manually executed counterpart
thereof.


 






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7.      
Further Agreements. Seller agrees to execute and deliver such additional documents,
instruments or agreements as may be reasonably requested by Buyer and as may be necessary or appropriate from time to time to
effectuate the purposes of this Amendment.


 


8.      
Governing Law. The provisions of Article 18 of the Master Repurchase Agreement are
incorporated herein by reference.


 


9.      
Headings. The headings of the sections and subsections of this Amendment are for convenience
of reference only and shall not be considered a part hereof nor shall they be deemed to limit or otherwise affect any of the terms
or provisions hereof.


 


10.    
References to Transaction Documents. All references to the Master Repurchase Agreement
or the Fee Letter in any Transaction Document, or in any other document executed or delivered in connection therewith shall, from
and after the execution and delivery of this Amendment, be deemed a reference to the Master Repurchase Agreement or the Fee Letter,
as amended hereby and by the Fifth Amendment to Fee Letter, as applicable, unless the context expressly requires otherwise.


 


[NO FURTHER TEXT
ON THIS PAGE]


 






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IN
WITNESS WHEREOF, the parties have executed this Amendment as of the day first written above.


 


	 	BUYER:
	 	 
	 	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association
	 	
	 	By:	/s/ Thomas N. Cassino                                              
	 	 	Name: Thomas N. Cassino
	 	 	Title: Executive Director



 


[SIGNATURES CONTINUE ON FOLLOWING PAGE]


 


Signature
Page to Eighth Amendment to Uncommitted Master Repurchase Agreement


 






    


     


    







 


	 	SELLER:
	 	 
	 	STARWOOD PROPERTY MORTGAGE SUB- 14, L.L.C.,
    a Delaware limited liability company
	 	 
	 	By:	/s/ Andrew J. Sossen
	 	 	Name: Andrew J. Sossen
	 	 	Title: Authorized Signatory
	 	 
	 	STARWOOD PROPERTY MORTGAGE SUB- 14-A, L.L.C.,
    a Delaware limited liability company
	 	 
	 	By:	/s/ Andrew J. Sossen
	 	 	Name: Andrew J. Sossen
	 	 	Title: Authorized Signatory
	 	 
	 	STARWOOD MORTGAGE FUNDING VI LLC, a Delaware
    limited liability company
	 	 
	 	By:	/s/ Andrew J. Sossen
	 	 	Name: Andrew J. Sossen
	 	 	Title: Authorized Signatory
	 	 
	 	SPT CA FUNDINGS 2, LLC, a Delaware limited
    liability company
	 	 
	 	By:	/s/ Andrew J. Sossen
	 	 	Name: Andrew J. Sossen
	 	 	Title: Authorized Signatory


 


[SIGNATURES
CONTINUE ON FOLLOWING PAGE]


 


Signature
Page to Eighth Amendment to Uncommitted Master Repurchase Agreement


 






    


     


    

 


 


	 	AGREED AND ACKNOWLEDGED:
	 	 
	 	GUARANTOR:
	 	 
	 	STARWOOD PROPERTY TRUST, INC., a Maryland corporation
	 	 
	 	By:	/s/ Andrew J. Sossen                                           
	 	 	Name: Andrew J. Sossen
	 	 	Title: Authorized Signatory


 


Signature
Page to Eighth Amendment to Uncommitted Master Repurchase Agreement