Exhibit 10.1
AMENDED AND RESTATED MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT
among
MORGAN STANLEY BANK, N.A.
as Buyer
and
MS LOAN NT-I, LLC, MS LOAN NT-II, LLC, CLNC CREDIT 1, LLC and CLNC CREDIT 2, LLC
collectively, as Seller
TABLE OF CONTENTS
Page
1.
APPLICABILITY
1
2.
DEFINITIONS
1
3.
INITIATION; CONFIRMATION; TERMINATION; FEES
9
4.
MANDATORY PAYMENT OR DELIVERY OF ADDITIONAL ASSETS
9
5.
INCOME PAYMENTS AND PRINCIPAL PAYMENTS
40
6.
SECURITY INTEREST
41
7.
PAYMENT, TRANSFER AND CUSTODY
44
8.
CERTAIN RIGHTS OF BUYER WITH RESPECT TO THE PURCHASED ASSETS
49
9.
EXTENSION OF FACILITY TERMINATION DATE; REDUCTION OF FACILITY AMOUNT
50
10.
REPRESENTATIONS
50
11.
NEGATIVE COVENANTS OF SELLER
55
12.
AFFIRMATIVE COVENANTS OF SELLER
57
13.
SINGLE-PURPOSE ENTITY
61
14.
EVENTS OF DEFAULT; REMEDIES
64
15.
SINGLE AGREEMENT
69
16.
NOTICES AND OTHER COMMUNICATIONS
69
17.
NON-ASSIGNABILITY
70
18.
GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL, ETC.
72
19.
NO RELIANCE; DISCLAIMERS
73
20.
INDEMNITY AND EXPENSES
75
21.
DUE DILIGENCE
76
22.
SERVICING
76
23.
TREATMENT FOR TAX PURPOSES
77
24.
INTENT
77
25.
DISCLOSURE RELATING TO CERTAIN FEDERAL PROTECTIONS
79
26.
SETOFF RIGHTS
79
27.
MISCELLANEOUS
80
SCHEDULES
SCHEDULE 1
Maximum Purchase Percentage
SCHEDULE 2
Purchased Asset Information
SCHEDULE 3
Prohibited Transferees
EXHIBITS
EXHIBIT I
Form of Confirmation
EXHIBIT II-1
Form of Power of Attorney to Buyer
EXHIBIT II-2
Form of Power of Attorney to Seller
EXHIBIT III
Representations and Warranties Regarding the Purchased Assets
EXHIBIT IV
Form of Bailee Agreement
EXHIBIT V
Authorized Representatives of Seller
ANNEXES
ANNEX I
Names and Addresses for Communications Between Parties
ANNEX II
Wiring Instructions
ii
AMENDED AND RESTATED MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT
This Amended and Restated Master Repurchase and Securities Contract Agreement
(this "Agreement") is dated as of April 20, 2018 and is made by and among MORGAN
STANLEY BANK, N.A., as buyer ("Buyer") and MS LOAN NT-I, LLC, a Delaware limited
liability company ("NT-I"), MS LOAN NT-II, LLC, a Delaware limited liability
company ("NT-II"), CLNC CREDIT 1, LLC, a Delaware limited liability company
("Credit 1"), and CLNC CREDIT 2, LLC, a Delaware limited liability company
("Credit 2", and together with NT-I, NT-II and Credit 1, individually or
collectively, as the context may require, "Seller").
WHEREAS, NT-II, as seller, and Buyer, as buyer, entered into that certain Master
Repurchase and Securities Contract Agreement (as amended to the date hereof, the
"NT-II MRA") as of June 5, 2015;
WHEREAS, NT-I, as seller, and Buyer, as buyer, entered into that certain Master
Repurchase and Securities Contract Agreement (as amended to the date hereof, the
"NT-I MRA") as of October 13, 2015; and
WHEREAS, pursuant to this Agreement, NT-I, NT-II and Buyer desire to amend,
restate and consolidate the NT-I MRA and the NT-II MRA pursuant to the terms of
this Agreement, and each of Credit 1 and Credit 2 desire to join this Agreement
as a Seller;
NOW, THEREFORE, in consideration of the foregoing and the covenants, agreements,
representations and