Exhibit 10.1
UNCOMMITTED
MASTER REPURCHASE AGREEMENT
Dated as of December 10, 2015
between
STARWOOD PROPERTY MORTGAGE SUB-14, L.L.C.,
STARWOOD PROPERTY MORTGAGE SUB-14-A, L.L.C.,
as Sellers,
and
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
as Buyer
TABLE OF CONTENTS
Page
ARTICLE 1. APPLICABILITY
1
ARTICLE 2. DEFINITIONS
1
ARTICLE 3. INITIATION; CONFIRMATION; TERMINATION; FEES; EXTENSION OF MATURITY
DATE; EXTENSION OF REPURCHASE DATE
31
ARTICLE 4. MARGIN MAINTENANCE
51
ARTICLE 5. INCOME PAYMENTS AND PRINCIPAL PROCEEDS
53
ARTICLE 6. SECURITY INTEREST
55
ARTICLE 7. PAYMENT, TRANSFER AND CUSTODY
57
ARTICLE 8. SALE, TRANSFER, HYPOTHECATION OR PLEDGE OF PURCHASED ASSETS
60
ARTICLE 9. REPRESENTATIONS AND WARRANTIES
61
ARTICLE 10. NEGATIVE COVENANTS OF SELLER
72
ARTICLE 11. AFFIRMATIVE COVENANTS OF SELLERS
73
ARTICLE 12. EVENTS OF DEFAULT; REMEDIES
84
ARTICLE 13. SINGLE AGREEMENT
90
ARTICLE 14. RECORDING OF COMMUNICATIONS
91
ARTICLE 15. NOTICES AND OTHER COMMUNICATIONS
91
ARTICLE 16. ENTIRE AGREEMENT; SEVERABILITY
91
ARTICLE 17. NON-ASSIGNABILITY
92
ARTICLE 18. GOVERNING LAW
94
ARTICLE 19. NO WAIVERS, ETC.
94
ARTICLE 20. USE OF EMPLOYEE PLAN ASSETS
94
ARTICLE 21. INTENT
95
ARTICLE 22. DISCLOSURE RELATING TO CERTAIN FEDERAL PROTECTIONS
96
i
ARTICLE 23. CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL
97
ARTICLE 24. NO RELIANCE
97
ARTICLE 25. INDEMNITY
98
ARTICLE 26. DUE DILIGENCE
99
ARTICLE 27. SERVICING
100
ARTICLE 28. MISCELLANEOUS
101
ARTICLE 29. JOINT AND SEVERAL LIABILITY
105
ii
ANNEXES, EXHIBITS AND SCHEDULES
ANNEX I
Names and Addresses for Communications between Parties
EXHIBIT I
Form of Confirmation
EXHIBIT II
Authorized Representatives of Sellers
EXHIBIT III-A
Monthly Reporting Package
EXHIBIT III-B
Quarterly Reporting Package
EXHIBIT III-C
Annual Reporting Package
EXHIBIT IV
Form of Custodial Delivery Certificate
EXHIBIT V
Form of Power of Attorney
EXHIBIT VI
Representations and Warranties Regarding Individual Purchased Assets
EXHIBIT VII
Asset Information
EXHIBIT VIII
Purchase and Additional Advance Procedures
EXHIBIT IX
Form of Bailee Letter
EXHIBIT X
Form of Margin Deficit Notice
EXHIBIT XI
Form of U.S. Tax Compliance Certificates
EXHIBIT XII
UCC Filing Jurisdictions
EXHIBIT XIII
[Reserved.]
EXHIBIT XIV
Form of Servicer Notice
EXHIBIT XV
Form of Release Letter
EXHIBIT XVI
Form of Covenant Compliance Certificate
EXHIBIT XVII
Form of Re-direction Letter
iii
UNCOMMITTED MASTER REPURCHASE AGREEMENT
UNCOMMITTED MASTER REPURCHASE AGREEMENT, dated as of December 10, 2015, 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 ("Seller").
ARTICLE 1.
APPLICABILITY
From time to time the parties hereto may enter into transactions in which the
applicable Seller and Buyer agree to the transfer from such Seller to Buyer all
of its rights, title and interest to certain Eligible Assets (as defined herein)
or other assets and, in each case, the other related Purchased Items (as defined
herein) (collectively, the "Assets") against the transfer of funds by Buyer to
such Seller, with a simultaneous agreement by Buyer to transfer back to such
Seller such Assets at a date certain