$350,000,000
MASTER REPURCHASE AGREEMENT
Dated as of August 8, 2007
among
NRFC JP HOLDINGS, LLC
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
23
ARTICLE 4. MARGIN MAINTENANCE
36
ARTICLE 5. INCOME PAYMENTS AND PRINCIPAL PAYMENTS
37
ARTICLE 6. SECURITY INTEREST
41
ARTICLE 7. PAYMENT, TRANSFER AND CUSTODY
42
ARTICLE 8. SALE, TRANSFER, HYPOTHECATION OR PLEDGE OF PURCHASED ASSETS
50
ARTICLE 9. [Reserved]
51
ARTICLE 10. REPRESENTATIONS AND WARRANTIES OF SELLER
51
ARTICLE 11. NEGATIVE COVENANTS OF SELLER
59
ARTICLE 12. AFFIRMATIVE COVENANTS OF SELLER
61
-i-
ARTICLE 13. EVENTS OF DEFAULT; REMEDIES
65
ARTICLE 14. SINGLE AGREEMENT
70
ARTICLE 15. RECORDING OF COMMUNICATIONS
71
ARTICLE 16. NOTICES AND OTHER COMMUNICATIONS
71
ARTICLE 17. ENTIRE AGREEMENT; SEVERABILITY
71
ARTICLE 18. NON-ASSIGNABILITY
72
ARTICLE 19. GOVERNING LAW
72
ARTICLE 20. NO WAIVERS, ETC.
73
ARTICLE 21. USE OF EMPLOYEE PLAN ASSETS
73
ARTICLE 22. INTENT
73
ARTICLE 23. DISCLOSURE RELATING TO CERTAIN FEDERAL PROTECTIONS
74
ARTICLE 24. CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL
75
ARTICLE 25. NO RELIANCE
75
ARTICLE 26. INDEMNITY
76
ARTICLE 27. DUE DILIGENCE
77
-ii-
ARTICLE 28. SERVICING
78
ARTICLE 29. MISCELLANEOUS
79
-iii-
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 Procedures
EXHIBIT IX
Excluded Transferees
EXHIBIT X
Form of Bailee Letter
EXHIBIT XI
Form of Interim Servicing Agreement
EXHIBIT XII
Form of Margin Deficit Notice
EXHIBIT XIII
UCC Filing Jurisdictions
EXHIBIT XIV
Form of Future Funding Confirmation
EXHIBIT XV
Additional Eligible Collateral
EXHIBIT XVI
Form of Servicer Notice
EXHIBIT XVII
Form of Release Letter
EXHIBIT XVIII
Future Funding Advance Procedures
EXHIBIT XIX
Covenant Compliance Certificate
EXHIBIT XX
Form of Depository Agreement
EXHIBIT XXI
Form of Custodial Agreement
-iv-
EXHIBIT XXII
Form of Officers' Certificate
-v-
MASTER REPURCHASE AGREEMENT
MASTER REPURCHASE AGREEMENT, dated as of August 8, 2007, by and among NRFC JP
HOLDINGS, LLC, a Delaware limited liability company (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