Exhibit 10.44
Execution Version
UNCOMMITTED
MASTER REPURCHASE AGREEMENT
Dated as of August 10, 2018 between
AG MIT CREL II, LLC,
as Seller, and
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
as Buyer
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TABLE OF CONTENTS
Page
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ARTICLE 1. APPLICABILITY 1
ARTICLE 2. DEFINITIONS 1
ARTICLE 3. INITIATION; CONFIRMATION; TERMINATION; FEES; EXTENSION OF MATURITY
DATE; EXTENSION OF REPURCHASE DATE 23
ARTICLE 4. MARGIN MAINTENANCE 40
ARTICLE 5. INCOME PAYMENTS AND PRINCIPAL PROCEEDS 41
ARTICLE 6. SECURITY INTEREST 43
ARTICLE 7. PAYMENT, TRANSFER AND CUSTODY 45
ARTICLE 8. SALE, TRANSFER, HYPOTHECATION OR PLEDGE OF PURCHASED ASSETS 48
ARTICLE 9. REPRESENTATIONS AND WARRANTIES 48
ARTICLE 10. NEGATIVE COVENANTS OF SELLER 59
ARTICLE 11. AFFIRMATIVE COVENANTS OF SELLER 60
ARTICLE 12. EVENTS OF DEFAULT; REMEDIES 71
ARTICLE 13. SINGLE AGREEMENT 76
ARTICLE 14. RECORDING OF COMMUNICATIONS 77
ARTICLE 15. NOTICES AND OTHER COMMUNICATIONS 77
ARTICLE 16. ENTIRE AGREEMENT; SEVERABILITY 77
ARTICLE 17. NON-ASSIGNABILITY 78
ARTICLE 18. GOVERNING LAW 79
ARTICLE 19. NO WAIVERS, ETC. 79
ARTICLE 20. USE OF EMPLOYEE PLAN ASSETS 79
ARTICLE 21. INTENT 79
ARTICLE 22. DISCLOSURE RELATING TO CERTAIN FEDERAL PROTECTIONS 81
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ARTICLE 23. CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL 82
ARTICLE 24. NO RELIANCE 82
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ARTICLE 25. INDEMNITY 83
ARTICLE 26. DUE DILIGENCE 84
ARTICLE 27. SERVICING 84
ARTICLE 28. MISCELLANEOUS 86
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USActive 47747992.15
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ANNEXES, EXHIBITS AND SCHEDULES
ANNEX I Names and Addresses for Communications between Parties EXHIBIT I Form of
Confirmation
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 Custodial Delivery Certificate EXHIBIT V Form of Power of
Attorney
EXHIBIT VI Representations and Warranties Regarding Individual Purchased Assets
EXHIBIT VII Asset Information
EXHIBIT VIII Purchase Procedures EXHIBIT IX Form of Bailee Letter
EXHIBIT X Form of Margin Deficit Notice
EXHIBIT XI Form of U.S. Tax Compliance Certificates EXHIBIT XII UCC Filing
Jurisdictions
EXHIBIT XIII Form of Future Funding Confirmation EXHIBIT XIV Form of Servicer
Notice
EXHIBIT XV Form of Release Letter
EXHIBIT XVI Form of Covenant Compliance Certificate EXHIBIT XVII Form of
Re-direction Letter
EXHIBIT XVIII Future Funding Advance Procedures
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UNCOMMITTED MASTER REPURCHASE AGREEMENT
MASTER REPURCHASE AGREEMENT, dated as of August 10, 2018, by and between
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association
organized under the laws of the United States ("Buyer") and AG MIT CREL II, LLC
("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 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 to Seller such Assets at
a date certain or on demand, against the transfer of funds by Seller to Buyer.