Exhibit 10.2
EXECUTION VERSION
AMENDED AND RESTATED
MASTER REPURCHASE AGREEMENT
Dated as of June 19, 2019
by and among
BARCLAYS BANK PLC,
as Purchaser,
PARLEX 3A FINCO, LLC,
as US Seller,
PARLEX 3A UK FINCO, LLC,
as UK Seller
and
PARLEX 3A EUR FINCO, LLC,
as EUR Seller
TABLE OF CONTENTS
Page
ARTICLE 1 APPLICABILITY
1
ARTICLE 2 DEFINITIONS
2
ARTICLE 3 INITIATION; CONFIRMATION; TERMINATION; EXTENSION
30
ARTICLE 4 MARGIN MAINTENANCE
41
ARTICLE 5 PAYMENTS; COLLECTION ACCOUNTS
42
ARTICLE 6 REQUIREMENTS OF LAW; ALTERNATIVE RATE
44
ARTICLE 7 SECURITY INTEREST
47
ARTICLE 8 TRANSFER AND CUSTODY
49
ARTICLE 9 SALE, TRANSFER, HYPOTHECATION OR PLEDGE OF PURCHASED ASSETS
50
ARTICLE 10 REPRESENTATIONS AND WARRANTIES
50
ARTICLE 11 NEGATIVE COVENANTS OF SELLERS
56
ARTICLE 12 AFFIRMATIVE COVENANTS OF SELLERS
58
ARTICLE 13 SINGLE PURPOSE ENTITY COVENANTS
62
ARTICLE 14 EVENTS OF DEFAULT; REMEDIES
64
ARTICLE 15 SET-OFF
70
ARTICLE 16 SINGLE AGREEMENT
71
ARTICLE 17 RECORDING OF COMMUNICATIONS
71
ARTICLE 18 NOTICES AND OTHER COMMUNICATIONS
71
ARTICLE 19 ENTIRE AGREEMENT; SEVERABILITY
72
ARTICLE 20 NON-ASSIGNABILITY
72
ARTICLE 21 GOVERNING LAW
74
ARTICLE 22 WAIVERS AND AMENDMENTS
74
ARTICLE 23 INTENT
74
ARTICLE 24 DISCLOSURE RELATING TO CERTAIN FEDERAL PROTECTIONS
76
ARTICLE 25 CONSENT TO JURISDICTION; WAIVERS
76
ARTICLE 26 NO RELIANCE
77
ARTICLE 27 INDEMNITY AND EXPENSES
78
ARTICLE 28 DUE DILIGENCE
79
ARTICLE 29 SERVICING
80
i
TABLE OF CONTENTS
(continued)
Page
ARTICLE 30 ACKNOWLEDGMENT AND CONSENT TO BAIL-IN
82
ARTICLE 31 MISCELLANEOUS
84
ARTICLE 32 TAXES
85
ARTICLE 33 JOINT AND SEVERAL LIABILITY
88
ii
ANNEX AND EXHIBITS
ANNEX I
Wire Instructions
EXHIBIT I
Names and Addresses for Communications between Parties
EXHIBIT II
Form of Confirmation Statement
EXHIBIT III
Authorized Representatives of Sellers
EXHIBIT IV-A
Form of Power of Attorney (for U.S. Purchased Assets)
EXHIBIT IV-B
Form of Power of Attorney (for Foreign Purchased Assets (GBP))
EXHIBIT V-A
Representations and Warranties Regarding Individual Purchased Assets (for U.S.
Purchased Assets)
EXHIBIT V-B
Representations and Warranties Regarding Individual Purchased Assets (for
Foreign Purchased Assets (GBP))
EXHIBIT VI
Asset Information
EXHIBIT VII
Advance Procedures
EXHIBIT VIII
Form of Margin Call Notice
EXHIBIT IX
Form of Release Letter
EXHIBIT X
Form of Covenant Compliance Certificate
EXHIBIT XI
Form of Redirection Letter
EXHIBIT XII
Form of Bailee Letter
EXHIBIT XIII
Form of U.S. Tax Compliance Certificates
iii
AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT
AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT, dated as of June 19, 2019 (as
further amended, restated, supplemented or otherwise modified and in effect from
time to time, this "Agreement"), by and among BARCLAYS BANK PLC, a public
limited company organized under the laws of England and Wales (including any
successor thereto, "Purchaser"), PARLEX 3A FINCO, LLC, a limited liability
company organized under the laws of the State of Delaware ("US Seller"), PARLEX
3A UK FINCO, LLC, a limited liability company organized under the laws of the
State of Delaware ("UK Seller"), and PARLEX 3A EUR FINCO, LLC, a limited
liability company organized under the laws of the State