Exhibit 10.36
MASTER REPURCHASE AGREEMENT
Dated as of December 20, 2013
among
PARLEX 4 UK FINCO, LLC
and
PARLEX 4 FINANCE, LLC,
as Sellers
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
as Buyer
TABLE OF CONTENTS
Page
ARTICLE 1. APPLICABILITY
1
ARTICLE 2. DEFINITIONS
1
ARTICLE 3. INITIATION; CONFIRMATION; TERMINATION; FEES; EXTENSION OF MATURITY
DATE; EXTENSION OF REPURCHASE DATE
29
ARTICLE 4. MARGIN MAINTENANCE
49
ARTICLE 5. INCOME PAYMENTS AND PRINCIPAL PROCEEDS
50
ARTICLE 6. SECURITY INTEREST
53
ARTICLE 7. PAYMENT, TRANSFER AND CUSTODY
56
ARTICLE 8. SALE, TRANSFER, HYPOTHECATION OR PLEDGE OF PURCHASED ASSETS
60
ARTICLE 9. REPRESENTATIONS AND WARRANTIES
60
ARTICLE 10. NEGATIVE COVENANTS OF SELLER
69
ARTICLE 11. AFFIRMATIVE COVENANTS OF SELLER
70
ARTICLE 12. EVENTS OF DEFAULT; REMEDIES
78
ARTICLE 13. SINGLE AGREEMENT
84
ARTICLE 14. RECORDING OF COMMUNICATIONS
85
ARTICLE 15. NOTICES AND OTHER COMMUNICATIONS
85
ARTICLE 16. ENTIRE AGREEMENT; SEVERABILITY
86
ARTICLE 17. NON-ASSIGNABILITY
86
ARTICLE 18. GOVERNING LAW
88
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ARTICLE 19. NO WAIVERS, ETC.
88
ARTICLE 20. USE OF EMPLOYEE PLAN ASSETS
88
ARTICLE 21. INTENT
89
ARTICLE 22. DISCLOSURE RELATING TO CERTAIN FEDERAL PROTECTIONS
90
ARTICLE 23. CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL
91
ARTICLE 24. NO RELIANCE
91
ARTICLE 25. INDEMNITY
92
ARTICLE 26. DUE DILIGENCE
93
ARTICLE 27. SERVICING
94
ARTICLE 28. MISCELLANEOUS
95
ARTICLE 29. JOINT AND SEVERAL OBLIGATIONS; LIMITED RECOURSE
98
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ANNEXES, EXHIBITS AND SCHEDULES
ANNEX I
Names and Addresses for Communications between Parties SCHEDULE I
Prohibited Transferees EXHIBIT I
Form of Confirmation EXHIBIT II
Authorized Representatives of Sellers EXHIBIT III-A
Monthly Reporting Package
EXHIBIT III-B
Quarterly Reporting Package EXHIBIT III-C
Annual Reporting
Package EXHIBIT IV
Form of Custodial Delivery Certificate EXHIBIT V-A
Form
of Power of Attorney for U.S. Purchased Assets EXHIBIT V-B
Form of Power of
Attorney for Foreign Purchased Assets EXHIBIT VI
Representations and
Warranties Regarding Individual Purchased Assets EXHIBIT VII
Asset
Information EXHIBIT VIII
Purchase Procedures EXHIBIT IX
Form of Bailee
Letter EXHIBIT X
Form of Margin Deficit Notice EXHIBIT XI
Form of Tax
Compliance Certificates EXHIBIT XII
UCC Filing Jurisdictions EXHIBIT XIII
Form of Servicer Notice EXHIBIT XIV
Form of Release Letter EXHIBIT XV
Covenant Compliance Certificate EXHIBIT XVI
Form of Re-Direction Letter
EXHIBIT XVII
Form of Servicing Agreement for Foreign Purchased Assets
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MASTER REPURCHASE AGREEMENT
MASTER REPURCHASE AGREEMENT, dated as of December 20, 2013, by and among
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a banking association organized under
the laws of the United States ("Buyer"), and PARLEX 4 UK FINCO, LLC ("Foreign
Asset Seller") and PARLEX 4 FINANCE, LLC ("U.S. Seller") (each a Delaware
limited liability company and a "Seller" with respect to the Eligible Assets
that it sells to Buyer and together, the "Sellers").
ARTICLE 1.
APPLICABILITY
From time to time the parties hereto may enter into transactions in which
Sellers and Buyer agree to the transfer from either Seller to Buyer of all of
its rights, title and interest to certain Eligible Assets (as defined herein) or
other assets and, in each case, the other