Exhibit 10.18
EXECUTION COPY
$200,000,000
MASTER REPURCHASE AGREEMENT
Dated as of October 26, 2006
among
DCTRT SECURITIES HOLDCO LLC
and
TRT LENDING LLC,
as Sellers,
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
23
ARTICLE 4. MARGIN MAINTENANCE
34
ARTICLE 5. INCOME PAYMENTS AND PRINCIPAL PAYMENTS
34
ARTICLE 6. SECURITY INTEREST
37
ARTICLE 7. PAYMENT, TRANSFER AND CUSTODY
39
ARTICLE 8. SALE, TRANSFER, HYPOTHECATION OR PLEDGE OF PURCHASED ASSETS
46
ARTICLE 9. EARLY TERMINATION
47
ARTICLE 10. REPRESENTATIONS AND WARRANTIES
47
ARTICLE 11. NEGATIVE COVENANTS OF SELLER
55
ARTICLE 12. AFFIRMATIVE COVENANTS OF SELLER
57
ARTICLE 13. EVENTS OF DEFAULT; REMEDIES
61
ARTICLE 14. SINGLE AGREEMENT
66
ARTICLE 15. RECORDING OF COMMUNICATIONS
67
ARTICLE 16. NOTICES AND OTHER COMMUNICATIONS
67
ARTICLE 17. ENTIRE AGREEMENT; SEVERABILITY
68
ARTICLE 18. NON ASSIGNABILITY
68
i
ARTICLE 19. GOVERNING LAW
69
ARTICLE 20. NO WAIVERS, ETC.
69
ARTICLE 21. USE OF EMPLOYEE PLAN ASSETS
69
ARTICLE 22. INTENT
69
ARTICLE 23. DISCLOSURE RELATING TO CERTAIN FEDERAL PROTECTIONS
70
ARTICLE 24. CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL
71
ARTICLE 25. NO RELIANCE
72
ARTICLE 26. INDEMNITY
72
ARTICLE 27. DUE DILIGENCE
73
ARTICLE 28. SERVICING
74
ARTICLE 29. MISCELLANEOUS
75
1.
DEFINED TERMS
3
2.
GUARANTEE
3
3.
SUBROGATION
3
4.
AMENDMENTS, ETC
3
5.
GUARANTEE ABSOLUTE AND UNCONDITIONAL
4
6.
REINSTATEMENT
5
7.
PAYMENTS
5
8.
REPRESENTATIONS AND WARRANTIES
6
9.
SEVERABILITY
6
ii
10.
PARAGRAPH HEADINGS
7
11.
NO WAIVER; CUMULATIVE REMEDIES
7
12.
WAIVERS AND AMENDMENTS; SUCCESSORS AND ASSIGNS; GOVERNING LAW
7
13.
NOTICES
7
14.
SUBMISSION TO JURISDICTION; WAIVERS
7
15.
INTEGRATION
8
16.
ACKNOWLEDGMENTS
8
17.
WAIVERS OF JURY TRIAL
8
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 Procedure
EXHIBIT IX
Form of Redirection Letter
EXHIBIT X
Form of Bailee Letter
EXHIBIT XI
Form of Guarantee
EXHIBIT XII
Form of Margin Deficit Notice
EXHIBIT XIII
UCC Filing Jurisdictions
EXHIBIT XIV
Form of Opinion(s)
EXHIBIT XV
Additional Eligible Collateral
EXHIBIT XVI
Form of Servicer Notice
EXHIBIT XVII
Form of Release Letter
EXHIBIT XVIII
[Intentionally omitted.]
EXHIBIT XIX
Covenant Compliance Certificate
EXHIBIT XX
Control Agreement
EXHIBIT XXI
Form of Custodial Agreement
iv
MASTER REPURCHASE AGREEMENT
MASTER REPURCHASE AGREEMENT, dated as of October 26, 2006, by and among DCTRT
SECURITIES HOLDCO LLC a Delaware limited liability company, TRT LENDING LLC, a
Delaware limited liability company (each, a "Seller" with respect to the
Eligible Assets that it sells to Buyer, and together, the "Sellers") and
JPMORGAN CHASE BANK, N.A., a banking association organized under the laws of the
United States (the