Exhibit 10.1
THIRD AMENDED AND RESTATED
MASTER REPURCHASE AGREEMENT
Dated as of February 14, 2017
by and among
READYCAP COMMERCIAL, LLC,
SUTHERLAND WAREHOUSE TRUST II and
SUTHERLAND ASSET I, LLC,
as Sellers, together with the other Sellers that may from time to time be added
hereto in
accordance with the provisions hereof
U.S. BANK NATIONAL ASSOCIATION,
as Depository and Paying Agent
and
DEUTSCHE BANK AG, CAYMAN ISLANDS BRANCH,
as Buyer
TABLE OF CONTENTS
Page
1.
APPLICABILITY
1
2.
DEFINITIONS
2
3.
INITIATION; CONFIRMATION; TERMINATION; FEES; EXTENSION
32
4.
MARGIN MAINTENANCE
37
5.
INCOME PAYMENTS AND PRINCIPAL PAYMENTS
39
6.
SECURITY INTEREST
42
7.
PAYMENT, TRANSFER AND CUSTODY
43
8.
SALE, TRANSFER, HYPOTHECATION OR PLEDGE OF PURCHASED LOANS
47
9.
REPRESENTATIONS
47
10.
NEGATIVE COVENANTS OF SELLER
52
11.
AFFIRMATIVE COVENANTS OF SELLER
54
12.
[INTENTIONALLY OMITTED]
58
13.
EVENTS OF DEFAULT; REMEDIES
58
14.
[INTENTIONALLY OMITTED]
65
15.
RECORDING OF COMMUNICATIONS
65
16.
NOTICES AND OTHER COMMUNICATIONS
66
17.
ENTIRE AGREEMENT; SEVERABILITY
66
18.
ASSIGNABILITY
66
19.
GOVERNING LAW
68
20.
NO WAIVERS, ETC.
68
21.
USE OF EMPLOYEE PLAN ASSETS
68
22.
INTENT
68
23.
DISCLOSURE RELATING TO CERTAIN FEDERAL PROTECTIONS
70
24.
CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL
70
25.
NO RELIANCE
71
26.
INDEMNITY
73
27.
DUE DILIGENCE
74
28.
SERVICING
75
29.
TAXES
77
30.
MISCELLANEOUS
79
ANNEXES, EXHIBITS AND SCHEDULES
ANNEX I
Names and Addresses for Communications between Parties
EXHIBIT I
Form of Confirmation - Purchased Loans
EXHIBIT II
Form of Additional Seller Joinder Agreement
EXHIBIT III
Authorized Representatives of Sellers
EXHIBIT IV
Form of Custodial Delivery
EXHIBIT V
Form of Power of Attorney
EXHIBIT VI
Representations and Warranties Regarding Individual Purchased Loans
EXHIBIT VII
Organizational Chart
EXHIBIT VIII
[Reserved]
EXHIBIT IX
Form of Servicer Notice and Agreement
EXHIBIT X
Prohibited Transferees
EXHIBIT XI
Underwriting Criteria
EXHIBIT XII
[Reserved]
EXHIBIT XIII
Eligibility Matrices
EXHIBIT XIV
TI/LC Tracking Schedule
EXHIBIT XV
Form of Funding Certification
EXHIBIT XVI
Form of Available Amount Certificate
EXHIBIT XVII
Form of Data Tape
EXHIBIT XVIII
Form of CREFC Reports
THIS THIRD AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT (this "Agreement")
is dated as of February 14, 2017, by and among READYCAP COMMERCIAL, LLC
("Originator"), a Delaware limited liability company, SUTHERLAND WAREHOUSE TRUST
II ("Sutherland Trust II"), a Delaware statutory trust, SUTHERLAND ASSET I, LLC
("Sutherland", and together with Originator, Sutherland Trust II and any
Additional Seller, "Sellers", and each individually, a "Seller"), a Delaware
limited liability company, U.S. BANK NATIONAL ASSOCIATION ("Depository" and
"Paying Agent"), a national banking association, and DEUTSCHE BANK AG, CAYMAN
ISLANDS BRANCH, a branch of a foreign banking institution ("Buyer").
PRELIMINARY STATEMENT
The parties hereto are parties to that certain Second Amended and Restated
Master Repurchase Agreement, dated as of June 9, 2016 (as amended prior to the
date hereof, the "Existing Agreement"). Each of the parties hereto desire to
amend and restate the Existing Agreement pursuant to the terms hereof. This
Third Amended and Restated Master Repurchase Agreement amends and restates in
its