FS Credit Real Estate Income Trust, Inc. 8-K [fscreit-8k_012618.htm]
Exhibit 10.1
EXECUTION VERSION
UNCOMMITTED MASTER REPURCHASE
AND
SECURITIES CONTRACT AGREEMENT
between
FS CREIT FINANCE GS-1 LLC,
as Seller,
and
GOLDMAN SACHS BANK USA,
as Buyer
Dated: January 26, 2018
Page
Article 1. APPLICABILITY 1
Article 2. DEFINITIONS 1
Article 3. INITIATION; CONFIRMATION; TERMINATION; FEES 24
Article 4.
MARGIN MAINTENANCE 33
Article 5. INCOME PAYMENTS AND PRINCIPAL PAYMENTS 33
Article 6. SECURITY INTEREST 35
Article 7. PAYMENT, TRANSFER AND
CUSTODY 37
Article 8. SALE, TRANSFER, HYPOTHECATION OR PLEDGE OF PURCHASED
ASSETS 39
Article 9. REPRESENTATIONS AND WARRANTIES 39
Article 10.
NEGATIVE COVENANTS OF SELLER 46
Article 11. AFFIRMATIVE COVENANTS OF
SELLER 48
Article 12. SINGLE PURPOSE ENTITY 53
Article 13. EVENTS OF
DEFAULT; REMEDIES 55
Article 14. INCREASED COSTS; TAXES 60
Article
15. SINGLE AGREEMENT 65
Article 16. RECORDING OF COMMUNICATIONS 66
Article 17. NOTICES AND OTHER COMMUNICATIONS 66
Article 18. ENTIRE
AGREEMENT; SEVERABILITY 66
Article 19. NON ASSIGNABILITY 67
Article
20. GOVERNING LAW 68
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Article 21. NO WAIVERS, ETC 68
Article 22. USE OF EMPLOYEE PLAN ASSETS 68
Article 23. INTENT 69
Article 24. DISCLOSURE RELATING TO CERTAIN
FEDERAL PROTECTIONS 70
Article 25. CONSENT TO JURISDICTION; WAIVERS 71
Article 26. NO RELIANCE 71
Article 27. INDEMNITY 72
Article 28.
DUE DILIGENCE 73
Article 29. SERVICING 74
Article 30. MISCELLANEOUS
75
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ANNEXES, EXHIBITS AND SCHEDULES
ANNEX I Names and Addresses for Communications between Parties
SCHEDULE I
Intentionally Omitted
SCHEDULE II Purchased Asset File
EXHIBIT I Form of
Confirmation Statement
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 Power
of Attorney
EXHIBIT V Representations and Warranties Regarding Individual
Purchased Assets
EXHIBIT VI Advance Procedures
EXHIBIT VII Form of
Margin Deficit Notice
EXHIBIT VIII Form of Tax Compliance Certificates
EXHIBIT IX Form of Covenant Compliance Certificate
EXHIBIT X UCC Filing
Jurisdictions
EXHIBIT XI Form of Servicer Notice
EXHIBIT XII Form of
Release Letter
EXHIBIT XIII Reserved
EXHIBIT XIV Form of Custodial
Delivery Certificate
EXHIBIT XV Form of Bailee Letter
EXHIBIT XVI
Reserved
EXHIBIT XVII Reserved
EXHIBIT XVIII Future Funding Procedures
-iii-
UNCOMMITTED MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT
THIS UNCOMMITTED MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT (this
"Agreement"), dated as of January 26, 2018, by and between GOLDMAN SACHS BANK
USA, a New York state-chartered bank ("Buyer") and FS CREIT Finance GS-1 LLC, a
Delaware limited liability company ("Seller").
Article 1.
APPLICABILITY
From time to time during the Availability Period 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 in 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