Exhibit 10.1
UNCOMMITTED
MASTER REPURCHASE AGREEMENT
Dated as of May 6, 2019
between
INPOINT JPM LOAN, LLC,
as Seller,
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
26
ARTICLE 4. MARGIN MAINTENANCE
44
ARTICLE 5. INCOME PAYMENTS AND PRINCIPAL PROCEEDS
44
ARTICLE 6. SECURITY INTEREST
47
ARTICLE 7. PAYMENT, TRANSFER AND CUSTODY
49
ARTICLE 8. SALE, TRANSFER, HYPOTHECATION OR PLEDGE OF PURCHASED ASSETS
53
ARTICLE 9. REPRESENTATIONS AND WARRANTIES
53
ARTICLE 10. NEGATIVE COVENANTS OF SELLER
63
ARTICLE 11. AFFIRMATIVE COVENANTS OF SELLER
64
ARTICLE 12. EVENTS OF DEFAULT; REMEDIES
74
ARTICLE 13. SINGLE AGREEMENT
80
ARTICLE 14. RECORDING OF COMMUNICATIONS
81
ARTICLE 15. NOTICES AND OTHER COMMUNICATIONS
81
ARTICLE 16. ENTIRE AGREEMENT; SEVERABILITY
81
ARTICLE 17. NON-ASSIGNABILITY
82
ARTICLE 18. GOVERNING LAW
83
ARTICLE 19. NO WAIVERS, ETC.
83
ARTICLE 20. USE OF EMPLOYEE PLAN ASSETS
83
ARTICLE 21. INTENT
84
ARTICLE 22. DISCLOSURE RELATING TO CERTAIN FEDERAL PROTECTIONS
86
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ARTICLE 23. CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL
86
ARTICLE 24. NO RELIANCE
87
ARTICLE 25. INDEMNITY
88
ARTICLE 26. DUE DILIGENCE
89
ARTICLE 27. SERVICING
89
ARTICLE 28. MISCELLANEOUS
91
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ANNEXES, EXHIBITS AND SCHEDULES
ANNEX I
Names and Addresses for Communications between Parties
EXHIBIT I
Form of Confirmation
EXHIBIT II
Authorized Representatives of Seller
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
Form of Future Funding Confirmation
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
EXHIBIT XVIII
Future Funding Advance Procedures
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UNCOMMITTED MASTER REPURCHASE AGREEMENT
MASTER REPURCHASE AGREEMENT, dated as of May 6, 2019, by and between JPMORGAN
CHASE BANK, NATIONAL ASSOCIATION, a national banking association organized under
the laws of the United States ("Buyer") and INPOINT JPM LOAN, LLC ("Seller").
ARTICLE 1.
APPLICABILITY
From time to time the parties hereto may enter into transactions in which Seller
and Buyer agree to the transfer from 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 Seller,
with a simultaneous agreement by Buyer to transfer back to Seller such Assets at
a date certain or on demand, against the transfer of funds by Seller to Buyer.
Each such transaction shall be referred to herein as a