AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT
Dated as of July 28, 2014
by and among
RAIT CMBS CONDUIT I, LLC,
and
RAIT CRE CONDUIT III, LLC,
Collectively, as Seller,
and
CITIBANK, N.A.,
as Buyer
TABLE OF CONTENTS
Page
1.
APPLICABILITY
2.
DEFINITIONS
3.
INITIATION; CONFIRMATION; TERMINATION; FEES
4.
MARGIN MAINTENANCE
5.
INCOME PAYMENTS AND PRINCIPAL PAYMENTS
6.
SECURITY INTEREST
7.
PAYMENT, TRANSFER AND CUSTODY
8.
SALE, TRANSFER, HYPOTHECATION OR PLEDGE OF PURCHASED LOANS
9.
[INTENTIONALLY OMITTED]
10.
REPRESENTATIONS
11.
NEGATIVE COVENANTS OF SELLER
12.
AFFIRMATIVE COVENANTS OF SELLER
13.
SINGLE-PURPOSE ENTITY
14.
EVENTS OF DEFAULT; REMEDIES
15.
SINGLE AGREEMENT
16.
RECORDING OF COMMUNICATIONS
17.
NOTICES AND OTHER COMMUNICATIONS
18.
ENTIRE AGREEMENT; SEVERABILITY
19.
NON-ASSIGNABILITY
20.
GOVERNING LAW
21.
NO WAIVERS, ETC.
22.
USE OF EMPLOYEE PLAN ASSETS
23.
INTENT
24.
DISCLOSURE RELATING TO CERTAIN FEDERAL PROTECTIONS
25.
CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL
26.
NO RELIANCE
27.
INDEMNITY
28.
DUE DILIGENCE
29.
SERVICING
30.
MISCELLANEOUS
31.
TAXES
32.
CONFIDENTIALITY
33.
JOINT AND SEVERAL OBLIGATIONS
1
ANNEXES AND EXHIBITS
ANNEX I
Names and Addresses for Communications between Parties
EXHIBIT I
Form of Confirmation
EXHIBIT II
Authorized Representatives of Seller
EXHIBIT III
Form of Custodial Delivery
EXHIBIT IV
Eligible Loan Due Diligence Checklist
EXHIBIT V
Form of Power of Attorney
EXHIBIT VI (A)
Representations and Warranties Regarding Each Individual Fixed
Rate Purchased Loan
EXHIBIT VI (B)
Representations and Warranties Regarding Each Individual
Floating Rate Purchased Loan
EXHIBIT VII
Collateral Tape
EXHIBIT VIII
Form of Transaction Request
EXHIBIT IX
Form of Irrevocable Direction Letter
AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT, dated as of July 28, 2014, by
and among RAIT CMBS CONDUIT I, LLC, a Delaware limited liability company
("Original Seller"), RAIT CRE CONDUIT III, LLC, a Delaware limited liability
company ("New Seller"; together with Original Seller, collectively, "Seller"),
and CITIBANK, N.A., a national banking association ("Buyer").
WHEREAS, Original Seller and Buyer entered into that certain Master Repurchase
Agreement (the "Original Master Repurchase Agreement"), dated as of October 27,
2011, as amended by that certain First Amendment to Master Repurchase Agreement
and Other Transaction Documents, dated as of June 30, 2013 (the "First
Amendment"), among Original Seller, Buyer and Sponsor (as defined herein), that
certain Second Amendment to Master Repurchase Agreement, dated as of October 11,
2013 (the "Second Amendment"), among Original Seller, Buyer and Sponsor, and
that certain Third Amendment to Master Repurchase Agreement, dated as of
October 11, 2013 (the "Third Amendment"; together with the Original Master
Repurchase Agreement, the First Amendment and the Second Amendment,
collectively, the "Existing Master Repurchase Agreement"), among Original
Seller, Buyer and Sponsor.
WHEREAS, Original Seller, New Seller and Buyer desire to amend and restate the
Existing Master Repurchase Agreement upon the terms and conditions hereinafter
set forth, so as to join New Seller as an additional Seller, jointly and
severally with Original Seller under this Agreement, and to make certain other
amendments and modifications as more fully set forth herein.
NOW, THEREFORE, Original Seller, New Seller and Buyer hereby agree that the
Existing Master