Exhibit 10.1
MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT
among
MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC,
as Administrative Agent,
THE PARTIES NAMED HEREIN,
as Buyer
and
KREF LENDING V LLC
as Seller
TABLE OF CONTENTS
Page
1.
APPLICABILITY
1
2.
DEFINITIONS
1
3.
INITIATION; CONFIRMATION; TERMINATION; FEES
19
4.
MANDATORY PREPAYMENT
27
5.
INCOME PAYMENTS AND PRINCIPAL PAYMENTS
28
6.
SECURITY INTEREST
30
7.
PAYMENT, TRANSFER AND CUSTODY
31
8.
CERTAIN RIGHTS OF BUYER WITH RESPECT TO THE PURCHASED ASSETS
33
9.
EXTENSION OF FACILITY TERMINATION DATE; REDUCTION OF FACILITY AMOUNT
34
10.
REPRESENTATIONS
34
11.
NEGATIVE COVENANTS OF SELLER
38
12.
AFFIRMATIVE COVENANTS OF SELLER
39
13.
SINGLE‐PURPOSE ENTITY
43
14.
EVENTS OF DEFAULT; REMEDIES
45
15.
SINGLE AGREEMENT
48
16.
NOTICES AND OTHER COMMUNICATIONS
48
17.
NON‐ASSIGNABILITY
49
18.
GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL; ETC.
50
19.
NO RELIANCE; DISCLAIMERS
51
20.
[RESERVED]
52
21.
[RESERVED]
52
22.
SERVICING
52
23.
TREATMENT FOR TAX PURPOSES
53
24.
INTENT
53
25.
DISCLOSURE RELATING TO CERTAIN FEDERAL PROTECTIONS
54
26.
SETOFF RIGHTS
54
27.
ADMINISTRATIVE AGENT; CO-BUYER AGREEMENT
54
28.
MISCELLANEOUS
56
i
SCHEDULES
SCHEDULE 1
Purchased Asset Documents
EXHIBITS
EXHIBIT I
Form of Confirmation
EXHIBIT II‐1
Form of Power of Attorney to Administrative Agent, on behalf of Buyer
EXHIBIT II‐2
Form of Power of Attorney to Seller
EXHIBIT III-1
Representations and Warranties Regarding the Purchased Assets
EXHIBIT III-2
Representations and Warranties Regarding Mezzanine Loan Purchased Assets
EXHIBIT IV
Form of Bailee Agreement
EXHIBIT V
Authorized Representatives of Seller
EXHIBIT VI
Form of Remittance Report
EXHIBIT VII
Form of Financial Covenant Compliance Certificate
EXHIBIT VIII
Form of Buyer Assignment and Assumption Agreement
EXHIBIT IX
Form of Quarterly Asset Summary Report
ANNEXES
ANNEX I
Notice Instructions
ANNEX II
Wiring Instructions
ii
MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT
This Master Repurchase and Securities Contract Agreement (this "Agreement") is
dated as of June 27, 2019, and is made among MORGAN STANLEY MORTGAGE CAPITAL
HOLDINGS LLC, as administrative agent (in such capacity, together with its
permitted successors and assigns, the "Administrative Agent"), MORGAN STANLEY
BANK, N.A., as a buyer ("MSBNA", and together with its permitted successors and
assigns, individually or collectively, as the context may require, "Buyer") and
KREF Lending V LLC, a Delaware limited liability company, as seller ("Seller").
1.
APPLICABILITY
Subject to the terms and conditions of this Agreement, the parties hereto have
agreed to enter into transactions in which Seller agrees to transfer to
Administrative Agent, on behalf of Buyer, one or more Purchased Assets (as
hereinafter defined), on a servicing‐released basis, against the transfer of
funds by Buyer with a simultaneous agreement by Administrative Agent, on behalf
of Buyer, to transfer to Seller such Purchased 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 a Purchased
Asset from Seller to Administrative Agent, on behalf of Buyer, shall be referred
to herein