Exhibit 10.35
$250,000,000
MASTER REPURCHASE AGREEMENT
Dated as of November 1, 2006
among
CAPITAL TRUST, INC.
as Seller,
and
JPMORGAN CHASE BANK, N.A.,
as Buyer
TABLE OF CONTENTS
Page
ARTICLE 1.
APPLICABILITY
1
ARTICLE 2.
DEFINITIONS
1
ARTICLE 3.
INITIATION; CONFIRMATION; TERMINATION; FEES; REDUCTION OF FACILITY AMOUNT
21
ARTICLE 4.
MARGIN MAINTENANCE
30
ARTICLE 5.
INCOME PAYMENTS AND PRINCIPAL PAYMENTS
31
ARTICLE 6.
SECURITY INTEREST
34
ARTICLE 7.
PAYMENT, TRANSFER AND CUSTODY
36
ARTICLE 8.
SALE, TRANSFER, HYPOTHECATION OR PLEDGE OF PURCHASED ASSETS
43
ARTICLE 9.
RESERVED
43
ARTICLE 10.
REPRESENTATIONS AND WARRANTIES
43
ARTICLE 11.
NEGATIVE COVENANTS OF SELLER
51
ARTICLE 12.
AFFIRMATIVE COVENANTS OF SELLER
52
ARTICLE 13
EVENTS OF DEFAULT; REMEDIES
56
ARTICLE 14.
SINGLE AGREEMENT
61
ARTICLE 15.
RECORDING OF COMMUNICATIONS
61
ARTICLE 16.
NOTICES AND OTHER COMMUNICATIONS
62
ARTICLE 17.
ENTIRE AGREEMENT; SEVERABILITY
62
i
ARTICLE 18.
NON-ASSIGNABILITY
62
ARTICLE 19.
GOVERNING LAW
63
ARTICLE 20.
NO WAIVERS, ETC
63
ARTICLE 21.
USE OF EMPLOYEE PLAN ASSETS
63
ARTICLE 22.
INTENT
64
ARTICLE 23.
DISCLOSURE RELATING TO CERTAIN FEDERAL PROTECTIONS
65
ARTICLE 24.
CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL
65
ARTICLE 25.
NO RELIANCE
66
ARTICLE 26.
INDEMNITY
67
ARTICLE 27.
DUE DILIGENCE
68
ARTICLE 28.
SERVICING
68
ARTICLE 29.
MISCELLANEOUS
69
ii
ANNEXES, EXHIBITS AND SCHEDULES
ANNEX I
Names and Addresses for Communications between Parties
SCHEDULE I
Advance Rates and Applicable Pricing Rates
EXHIBIT I
Form of Confirmation
EXHIBIT II
Authorized Representatives of Seller
EXHIBIT III
Monthly Reporting Package
EXHIBIT IV
Form of Custodial Delivery
EXHIBIT V
Form of Power of Attorney
EXHIBIT VI
Representations and Warranties Regarding Individual Purchased Assets
EXHIBIT VII
Asset Information
EXHIBIT VIII
Advance Procedure
EXHIBIT IX
Excluded Transferees
EXHIBIT X
Form of Bailee Letter
EXHIBIT XI
[Reserved]
EXHIBIT XII
Form of Margin Deficit Notice
EXHIBIT XIII
UCC Filing Jurisdictions
EXHIBIT XIV
[Reserved]
EXHIBIT XV
Additional Eligible Collateral
EXHIBIT XVI
Form of Servicer Notice
EXHIBIT XVII
Form of Release Letter
EXHIBIT XVIII
[Reserved]
EXHIBIT XIX
Covenant Compliance Certificate
EXHIBIT XX
Control Agreement
EXHIBIT XXI
Form of Custodial Agreement
iii
MASTER REPURCHASE AGREEMENT
MASTER REPURCHASE AGREEMENT, dated as of November 1, 2006, by and among CAPITAL
TRUST, INC., a Maryland corporation (the "Seller" with respect to the Eligible
Assets that it sells to Buyer) and JPMORGAN CHASE BANK, N.A., a banking
association organized under the laws of the United States (the "Buyer").
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