Exhibit 10.1
UNCOMMITTED MASTER REPURCHASE
AND
SECURITIES CONTRACT AGREEMENT
between
TERRA MORTGAGE CAPITAL I, LLC,
as Seller,
and
GOLDMAN SACHS BANK USA,
as Buyer
Dated: December 12, 2018
TABLE OF CONTENTS
Page
Article 1. APPLICABILITY 1
Article 2. DEFINITIONS 1
Article
3. INITIATION; CONFIRMATION; TERMINATION; FEES 26
Article 4. MARGIN
MAINTENANCE 34
Article 5. INCOME PAYMENTS AND PRINCIPAL PAYMENTS 34
Article 6. SECURITY INTEREST 36
Article 7. PAYMENT, TRANSFER AND CUSTODY 37
Article 8. SALE, TRANSFER, HYPOTHECATION OR PLEDGE OF PURCHASED ASSETS 40
Article 9. REPRESENTATIONS AND WARRANTIES 40
Article 10. NEGATIVE
COVENANTS OF SELLER 49
Article 11. AFFIRMATIVE COVENANTS OF SELLER 50
Article 12. SINGLE PURPOSE ENTITY 56
Article 13. EVENTS OF DEFAULT; REMEDIES
58
Article 14. INCREASED COSTS; TAXES 64
Article 15. SINGLE AGREEMENT 70
Article 16. RECORDING OF COMMUNICATIONS 71
Article 17. NOTICES AND OTHER
COMMUNICATIONS 71
Article 18. ENTIRE AGREEMENT; SEVERABILITY 71
Article
19. NON ASSIGNABILITY 72
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Article 20. GOVERNING LAW 73
Article 21. NO WAIVERS, ETC. 73
Article 22.
USE OF EMPLOYEE PLAN ASSETS 73
Article 23. INTENT 74
Article 24.
DISCLOSURE RELATING TO CERTAIN FEDERAL PROTECTIONS 75
Article 25. CONSENT TO
JURISDICTION; WAIVERS 76
Article 26. NO RELIANCE 77
Article 27.
INDEMNITY 78
Article 28. DUE DILIGENCE 79
Article 29. SERVICING 79
Article 30. MISCELLANEOUS 80
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ANNEXES, EXHIBITS AND SCHEDULES
ANNEX I Names and Addresses for Communications between Parties
SCHEDULE I
Prohibited Transferees
SCHEDULE II Purchased Asset File
SCHEDULE III
Organizational Structure Chart
EXHIBIT I Form of Confirmation Statement
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 Power of Attorney
EXHIBIT V Representations and Warranties Regarding Individual Purchased Assets
EXHIBIT VI Advance Procedures
EXHIBIT VII Form of Margin Deficit Notice
EXHIBIT VIII Form of Tax Compliance Certificates
EXHIBIT IX Form of
Covenant Compliance Certificate
EXHIBIT X UCC Filing Jurisdictions
EXHIBIT XI Form of Servicer Notice
EXHIBIT XII Form of Release Letter
EXHIBIT XIII Reserved
EXHIBIT XIV Form of Custodial Delivery Certificate
EXHIBIT XV Form of Bailee Letter
EXHIBIT XVI Underwriting Guidelines
EXHIBIT XVII Future Funding Advance Procedures
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UNCOMMITTED MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT
THIS UNCOMMITTED MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT (this
"Agreement"), dated as of December 12, 2018 by and between GOLDMAN SACHS BANK
USA, a New York state-chartered bank ("Buyer"), and TERRA MORTGAGE CAPITAL I,
LLC, a Delaware limited liability company ("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 of all of Seller's rights,
title and interest in 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 payment 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 payment of funds by Seller to Buyer.
Each