Exhibit 10.33
AMENDED AND RESTATED
MASTER REPURCHASE AGREEMENT
Dated as of July 28, 2014
among
PARLEX 2 FINANCE, LLC,
PARLEX 2A FINCO, LLC,
and any other Person when such Person joins as a Seller under
this Agreement from time to time
individually and/or collectively, as the context requires, as Seller,
and
CITIBANK, N.A.,
as Buyer
TABLE OF CONTENTS
Page
1.
APPLICABILITY
1
2.
DEFINITIONS
1
3.
INITIATION; CONFIRMATION; TERMINATION; FEES
22
4.
MARGIN MAINTENANCE
28
5.
INCOME PAYMENTS AND PRINCIPAL PAYMENTS
32
6.
SECURITY INTEREST
34
7.
PAYMENT, TRANSFER AND CUSTODY
35
8.
SALE, TRANSFER, HYPOTHECATION OR PLEDGE OF PURCHASED LOANS
38
9.
INTENTIONALLY OMITTED
39
10.
REPRESENTATIONS
39
11.
NEGATIVE COVENANTS OF SELLER
44
12.
AFFIRMATIVE COVENANTS OF SELLER
45
13.
SINGLE-PURPOSE ENTITY
48
14.
EVENTS OF DEFAULT; REMEDIES
49
15.
SINGLE AGREEMENT
55
16.
RECORDING OF COMMUNICATIONS
55
17.
NOTICES AND OTHER COMMUNICATIONS
55
18.
ENTIRE AGREEMENT; SEVERABILITY
56
19.
NON-ASSIGNABILITY
56
20.
GOVERNING LAW
57
21.
NO WAIVERS, ETC.
57
22.
USE OF EMPLOYEE PLAN ASSETS
57
23.
INTENT
58
24.
DISCLOSURE RELATING TO CERTAIN FEDERAL PROTECTIONS
60
25.
CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL
60
26.
NO RELIANCE
61
27.
INDEMNITY
61
28.
DUE DILIGENCE
62
29.
SERVICING
63
30.
MISCELLANEOUS
64
31.
TAXES
65
32.
JOINT AND SEVERAL OBLIGATIONS
67
i
ANNEXES AND EXHIBITS
ANNEX I
Names and Addresses for Communications between Parties and Wire
Instructions SCHEDULE I
Prohibited Transferees EXHIBIT I
Form of
Confirmation EXHIBIT II
Authorized Representatives of Seller EXHIBIT III
Form of Custodial Delivery EXHIBIT IV
Eligible Loan Due Diligence Checklist
EXHIBIT V
Form of Power of Attorney EXHIBIT VI
Representations and
Warranties Regarding Each Individual Purchased Loan EXHIBIT VII
Collateral
Tape EXHIBIT VIII
Form of Transaction Request EXHIBIT IX
Form of Request
for Margin Excess EXHIBIT X
Form of Irrevocable Direction Letter EXHIBIT XI
Form of Joinder Agreement EXHIBIT XII
Form of Facility Asset Chart
ii
AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT, dated as of July 28, 2014, by
and among PARLEX 2 FINANCE, LLC, a Delaware limited liability company ("Parlex
2"), PARLEX 2A FINCO, LLC, a Delaware limited liability company ("Parlex 2A",
and together with Parlex 2, and any other Person when such Person joins as a
Seller hereunder from time to time, individually and/or collectively as the
context may require, "Seller") and CITIBANK, N.A., a national banking
association ("Buyer").
1. APPLICABILITY
From time to time during the Facility Availability Period, the parties hereto
may enter into transactions in which Seller agrees to transfer to Buyer
Purchased Loans against the transfer of funds by Buyer, with a simultaneous
agreement by Buyer to transfer to Seller such Purchased Loans at a date certain,
against the transfer of funds by Seller. Each such transaction shall be referred
to herein as a "Transaction" and, unless otherwise agreed in writing, shall be
governed by this Agreement, including any supplemental terms or conditions
contained in any exhibits identified herein as applicable hereunder.
This Agreement amends, restates and replaces in its entirety