Exhibit 10.6
MASTER REPURCHASE
AND
SECURITIES CONTRACT AGREEMENT
between
PARLEX 6 UK FINCO, LLC,
as Seller,
BLACKSTONE MORTGAGE TRUST, INC.,
as Guarantor,
and
MORGAN STANLEY BANK, N.A.,
as Buyer
Paul Hastings LLP
75 East 55th Street
New York, NY 10022
Dated: March 3, 2014
TABLE OF CONTENTS
Page
ARTICLE 1.
APPLICABILITY
1
ARTICLE 2.
DEFINITIONS
1
ARTICLE 3.
INITIATION; CONFIRMATION; TERMINATION; FEES
17
ARTICLE 4.
MARGIN MAINTENANCE
30
ARTICLE 5.
INCOME PAYMENTS AND
PRINCIPAL PAYMENTS
31
ARTICLE 6.
SECURITY INTEREST
33
ARTICLE
7.
PAYMENT, TRANSFER AND CUSTODY
35
ARTICLE 8.
SALE, TRANSFER,
HYPOTHECATION OR PLEDGE OF PURCHASED ASSETS
37
ARTICLE 9.
REPRESENTATIONS AND WARRANTIES
38
ARTICLE 10.
NEGATIVE COVENANTS OF
SELLER
45
ARTICLE 11.
AFFIRMATIVE COVENANTS OF SELLER
46
ARTICLE 12.
EVENTS OF DEFAULT; REMEDIES
52
ARTICLE 13.
SINGLE
AGREEMENT
59
ARTICLE 14.
RECORDING OF COMMUNICATIONS
59
ARTICLE 15.
NOTICES AND OTHER COMMUNICATIONS
59
ARTICLE 16.
ENTIRE
AGREEMENT; SEVERABILITY
60
ARTICLE 17.
NON ASSIGNABILITY
60
ARTICLE 18.
GOVERNING LAW
61
ARTICLE 19.
NO WAIVERS, ETC
62
ARTICLE 20.
USE OF EMPLOYEE PLAN ASSETS
62
ARTICLE 21.
INTENT
62
ARTICLE 22.
DISCLOSURE RELATING TO CERTAIN FEDERAL PROTECTIONS
63
ARTICLE 23.
CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL
64
ARTICLE 24.
NO RELIANCE
65
ARTICLE 25.
INDEMNITY
65
ARTICLE
26.
DUE DILIGENCE
66
ARTICLE 27.
SERVICING
67
ARTICLE 28.
MISCELLANEOUS
68
-i-
ANNEXES, EXHIBITS AND SCHEDULES ANNEX I
Names and Addresses for
Communications between Parties ANNEX II
Wire Instructions of Buyer and Seller
EXHIBIT I
Form of Confirmation 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
Forms
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
Tax Compliance Certificates EXHIBIT IX
UCC Filing Jurisdictions EXHIBIT X
Form of Release Letter EXHIBIT XI
Covenant Compliance Certificate EXHIBIT XII
Form of Re-Direction Letter
EXHIBIT XIII
Form of Undertaking Letter EXHIBIT XIV
Form of Security Deed
EXHIBIT XV
Custodial Delivery EXHIBIT XVI
Form of Bailee Letter
EXHIBIT XVII
Prohibited Transferees
-ii-
MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT
THIS MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT (this "Agreement"),
dated as of March 3, 2014, by and between MORGAN STANLEY BANK, N.A., a national
banking association organized under the laws of the United States ("Buyer") and
PARLEX 6 UK FINCO, LLC, a Delaware limited liability company ("Seller").
ARTICLE 1.
APPLICABILITY
From time to time 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 to 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 of funds by Seller to