Exhibit 10.1
MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT
among
MORGAN STANLEY BANK, N.A.
as Buyer
and
MS LOAN NT-I, LLC
as Seller
TABLE OF CONTENTS
Page
1.
APPLICABILITY
1
2.
DEFINITIONS
1
3.
INITIATION; CONFIRMATION; TERMINATION; FEES
21
4.
MANDATORY PAYMENT OR DELIVERY OF ADDITIONAL ASSETS
29
5.
INCOME PAYMENTS AND PRINCIPAL PAYMENTS
30
6.
SECURITY INTEREST
32
7.
PAYMENT, TRANSFER AND CUSTODY
33
8.
CERTAIN RIGHTS OF BUYER WITH RESPECT TO THE PURCHASED ASSETS
37
9.
EXTENSION OF FACILITY TERMINATION DATE; REDUCTION OF FACILITY AMOUNT
37
10.
REPRESENTATIONS
38
11.
NEGATIVE COVENANTS OF SELLER
42
12.
AFFIRMATIVE COVENANTS OF SELLER
44
13.
SINGLE-PURPOSE ENTITY
48
14.
EVENTS OF DEFAULT; REMEDIES
50
15.
SINGLE AGREEMENT
54
16.
NOTICES AND OTHER COMMUNICATIONS
54
17.
NON-ASSIGNABILITY
54
18.
GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL, ETC
56
19.
NO RELIANCE; DISCLAIMERS
57
20.
INDEMNITY AND EXPENSES
58
21.
DUE DILIGENCE
59
22.
SERVICING
60
23.
TREATMENT FOR TAX PURPOSES
60
24.
INTENT
61
25.
DISCLOSURE RELATING TO CERTAIN FEDERAL PROTECTIONS
62
26.
SETOFF RIGHTS
62
27.
MISCELLANEOUS
62
1
SCHEDULES
SCHEDULE 1
Maximum Purchase Percentage
SCHEDULE 2
Purchased Asset Information
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
2
MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT
This Master Repurchase and Securities Contract Agreement (this "Agreement") is
dated as of October 13, 2015 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,
as seller ("Seller").
1.
APPLICABILITY
From time to time the parties hereto may enter into transactions in which Seller
agrees to transfer to Buyer one or more Eligible Assets, on a servicing-released
basis, against the transfer of funds by Buyer, with a simultaneous agreement by
Buyer to transfer to Seller such Eligible Assets at a date certain (or such
earlier date, in accordance with the terms hereof), against the transfer of
funds by Seller to Buyer. Each such transaction involving the transfer of an
Eligible Asset from Seller to Buyer shall be referred to herein as a
"Transaction" and, unless otherwise agreed in writing, shall be governed by this
Agreement.
2.
DEFINITIONS
Capitalized terms in this Agreement shall have the respective meanings set forth
below:
"1934 Act" shall mean the Securities Exchange Act of 1934, as amended.
"AB Mortgage Loan" shall mean a Mortgage Loan evidenced by two or more senior
and subordinate Mortgage Notes.
"Accelerated Repurchase Date" shall have the meaning specified in Section
14(b)(i) of this Agreement.
"Act of Insolvency" shall mean, with respect to any Person, (1) the filing of a
decree or order for relief by a court having jurisdiction over such Person or
any substantial part of