Exhibit 10.1
EXECUTION VERSION
MASTER REPURCHASE AGREEMENT
Dated as of April 26, 2018
by and among
BARCLAYS BANK PLC,
as Purchaser,
and
CLNC CREDIT 7, LLC and
THE OTHER SELLERS FROM TIME TO TIME PARTY HERETO
as Sellers.
Table of Contents
Page
ARTICLE 1 APPLICABILITY 1
ARTICLE 2 DEFINITIONS 1
ARTICLE 3
INITIATION; CONFIRMATION; TERMINATION; EXTENSION 22
ARTICLE 4 MARGIN
MAINTENANCE 33
ARTICLE 5 PAYMENTS; COLLECTION ACCOUNT 34
ARTICLE 6
REQUIREMENTS OF LAW; ALTERNATIVE RATE 35
ARTICLE 7 SECURITY INTEREST 38
ARTICLE 8 TRANSFER AND CUSTODY 40
ARTICLE 9 SALE, TRANSFER, HYPOTHECATION OR
PLEDGE OF PURCHASED ASSETS 41
ARTICLE 10 REPRESENTATIONS AND WARRANTIES 41
ARTICLE 11 NEGATIVE COVENANTS OF SELLER 47
ARTICLE 12 AFFIRMATIVE
COVENANTS OF SELLER 49
ARTICLE 13 SINGLE PURPOSE ENTITY COVENANTS 53
ARTICLE 14 EVENTS OF DEFAULT; REMEDIES 55
ARTICLE 15 SET-OFF 61
ARTICLE
16 SINGLE AGREEMENT 62
ARTICLE 17 RECORDING OF COMMUNICATIONS 62
ARTICLE
18 NOTICES AND OTHER COMMUNICATIONS 63
ARTICLE 19 ENTIRE AGREEMENT;
SEVERABILITY 63
ARTICLE 20 NON-ASSIGNABILITY 63
ARTICLE 21 GOVERNING LAW
65
ARTICLE 22 WAIVERS AND AMENDMENTS 65
ARTICLE 23 INTENT 65
ARTICLE
24 DISCLOSURE RELATING TO CERTAIN FEDERAL PROTECTIONS 67
ARTICLE 25 CONSENT
TO JURISDICTION; WAIVERS 67
ARTICLE 26 NO RELIANCE 68
ARTICLE 27
INDEMNITY AND EXPENSES 69
ARTICLE 28 DUE DILIGENCE 70
ARTICLE 29
SERVICING 71
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Table of Contents
(continued)
Page
ARTICLE 30 Acknowledgment and Consent to Bail-In 72
ARTICLE 31
MISCELLANEOUS 75
ARTICLE 32 TAXES 76
ARTICLE 33 JOINT AND SEVERAL
LIABILITY 79
ARTICLE 34 ADDITIONAL SELLERS 81
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EXHIBITS
EXHIBIT I Names and Addresses for Communications between Parties EXHIBIT II Form
of Confirmation Statement EXHIBIT III Authorized Representatives of Seller
EXHIBIT IV Form of Power of Attorney EXHIBIT V Representations and Warranties
Regarding Individual Purchased Assets EXHIBIT VI Asset Information EXHIBIT VII
Advance Procedures EXHIBIT VIII Form of Margin Call Notice EXHIBIT IX Form of
Release Letter EXHIBIT X Form of Covenant Compliance Certificate EXHIBIT XI Form
of Servicer Letter EXHIBIT XII [Reserved] EXHIBIT XIII Direct Competitors
EXHIBIT XIV Form of Bailee Letter EXHIBIT XV Form of Joinder
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MASTER REPURCHASE AGREEMENT
MASTER REPURCHASE AGREEMENT, dated as of April 26, 2018 (as amended, restated,
supplemented or otherwise modified and in effect from time to time, this
"Agreement"), by and among BARCLAYS BANK PLC, a public limited company organized
under the laws of England and Wales (including any successor thereto,
"Purchaser"), CLNC CREDIT 7, LLC, a limited liability company organized under
the laws of the State of Delaware ("CLNC 7"), and any Additional Seller (as
defined hereafter) acceding hereto from time to time (together with CLNC 7,
individually or collectively, "Seller").
ARTICLE 1
APPLICABILITY
Subject to the terms of the Transaction Documents, from time to time during the
Availability Period (as defined herein) the parties hereto may enter into
transactions in which Seller will sell to Purchaser, all of Seller's right,
title and interest in and to certain Eligible Assets (as defined herein) and the
other related Purchased Items (as defined herein) (collectively, the "Assets")
against the transfer of