Master Repurchase Agreement (2015)Full Document 

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CLIFFORD CHANCE US LLP

EXECUTION VERSION

DATED AS OF MAY 8, 2014

AMONG:

WATERFALL COMMERCIAL DEPOSITOR LLC, AS A SELLER,

SUTHERLAND ASSET I, LLC AS A SELLER

AND

CITIBANK, N.A., AS BUYER,


MASTER REPURCHASE AGREEMENT




CONTENTS

Clause

Page

1.

APPLICABILITY

1

2.

DEFINITIONS AND ACCOUNTING MATTERS

1

3.

THE TRANSACTIONS

18

4.

PAYMENTS; COMPUTATION; COMMITMENT FEE

22

5.

TAXES; TAX TREATMENT

23

6.

MARGIN MAINTENANCE

25

7.

INCOME PAYMENTS

26

8.

SECURITY INTEREST; BUYER’S APPOINTMENT AS ATTORNEY-IN-FACT

26

9.

CONDITIONS PRECEDENT

30

10.

RELEASE OF CERTIFICATES AND LOANS

34

11.

RELIANCE

35

12.

REPRESENTATIONS AND WARRANTIES

35

13.

COVENANTS OF SELLER

41

14.

REPURCHASE DATE PAYMENTS

50

15.

REMOVAL AND RELEASE OF LOANS

50

16.

RESERVED

50

17.

ACCELERATION OF REPURCHASE DATE

51

18.

EVENTS OF DEFAULT

51

19.

REMEDIES

54

20.

DELAY NOT WAIVER; REMEDIES ARE CUMULATIVE

56

21.

NOTICES AND OTHER COMMUNICATIONS

57

22.

USE OF EMPLOYEE PLAN ASSETS

57

23.

INDEMNIFICATION AND EXPENSES

57

24.

WAIVER OF REDEMPTION AND DEFICIENCY RIGHTS

59

25.

REIMBURSEMENT

59

26.

FURTHER ASSURANCES

59

27.

SEVERABILITY

59

28.

BINDING EFFECT; GOVERNING LAW

59

29.

AMENDMENTS

60

30.

RESERVED

60

31.

SURVIVAL

60

i



32.

CAPTIONS

60

33.

COUNTERPARTS; ELECTRONIC SIGNATURES

60

34.

SUBMISSION TO JURISDICTION; WAIVERS

60

35.

WAIVER OF JURY TRIAL

61

36.

ACKNOWLEDGEMENTS

61

37.

RESERVED

61

38.

ASSIGNMENTS; PARTICIPATIONS

61

39.

SINGLE AGREEMENT

62

40.

INTENT

63

41.

CONFIDENTIALITY

63

42.

SERVICING

64

43.

PERIODIC DUE DILIGENCE REVIEW

64

44.

SET-OFF

65

45.

JOINT AND SEVERAL LIABILITY

65

46.

ENTIRE AGREEMENT

66

SCHEDULE 1A

Representations and Warranties for Certificates

1A-1

SCHEDULE 1B

Representations and Warranties for Loans

1B-1

SCHEDULE 2

Filing Jurisdictions and Offices

2-1

EXHIBIT A

Reserved

A-1

EXHIBIT B-1

Sellers’ Indebtedness

B-1-1

EXHIBIT B-2

Loan Sellers’ Subsidiaries

B-2-1

EXHIBIT C

Form Of Confidentiality Agreement

C-1

EXHIBIT D

Form of Servicer Instruction Letter

D-1

EXHIBIT E

Form of Owner Trustee Instruction Letter

E-1

EXHIBIT F

Form of Officer’s Certificate

F-1

EXHIBIT G

Form of Security Release Certification

G-1

EXHIBIT H

Notices

H-1

EXHIBIT I

Form of Power of Attorney – Certificate Seller

I-1

EXHIBIT J

Form of Power of Attorney – Loan Seller

J-1

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MASTER REPURCHASE AGREEMENT, dated as of May 8, 2014, among WATERFALL COMMERCIAL DEPOSITOR LLC, a Delaware limited liability company as a seller (the "Certificate Seller" or a "Seller") and SUTHERLAND ASSET I, LLC, a Delaware limited liability company as a seller (the "Loan Seller" or a "Seller", and together with the Certificate Seller, the "Sellers") and CITIBANK, N.A., a national banking association as buyer ("Buyer").

1.                                      APPLICABILITY

Buyer shall, with respect to the Committed Amount and may, with respect to the Uncommitted Amount, from time to time, upon the terms and conditions set forth herein, agree to enter into transactions in which (i) the Certificate Seller transfers to Buyer a Certificate representing the ownership in a Trust, the assets of which consist of Loans, or (ii) the Loan Seller transfers to Buyer Eligible Loans, in each case against the transfer of funds by Buyer in an amount equal to the Purchase Price, with a simultaneous agreement by Buyer to transfer to the Certificate Seller or the Loan Seller such Certificate or Loans, as applicable, at a date certain, which shall not be later than the earlier of 364 days from the related Purchase Date (as defined below) and the Termination Date, against the transfer of funds by the related Seller, in an amount equal to the Repurchase Price..The Purchase Price and Repurchase Price for each Transaction shall be determined using the Market Value of the related Loans owned by the Trust related to each Certificate or sold to Buyer by the Loan Seller, as applicable..Each such transaction shall be referred to herein as a "Transaction", and, unless otherwise agreed in writing, shall be governed by this Agreement.

2.                                      DEFINITIONS AND ACCOUNTING MATTERS

(a)                                                  Defined Terms.  As used herein, the following terms have the following meanings (all terms defined in this Section 2 or in other provisions of this Agreement in the singular to have the same meanings when used in the plural and vice versa):

"Accepted Servicing Practices" shall have the meaning provided in the Servicing Agreement.

"Additional Amounts" shall have the meaning provided in Section 5.

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