Exhibit 10.3
AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT
Dated as of January 29, 2016
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
2
ARTICLE 3. INITIATION; CONFIRMATION; TERMINATION; FEES; EXTENSION OF MATURITY
DATE; EXTENSION OF REPURCHASE DATE
30
ARTICLE 4. MARGIN MAINTENANCE
50
ARTICLE 5. INCOME PAYMENTS AND PRINCIPAL PROCEEDS
51
ARTICLE 6. SECURITY INTEREST
54
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
85
ARTICLE 17. NON-ASSIGNABILITY
85
ARTICLE 18. GOVERNING LAW
87
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ARTICLE 19. NO WAIVERS, ETC.
87
ARTICLE 20. USE OF EMPLOYEE PLAN ASSETS
88
ARTICLE 21. INTENT
88
ARTICLE 22. DISCLOSURE RELATING TO CERTAIN FEDERAL PROTECTIONS
90
ARTICLE 23. CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL
90
ARTICLE 24. NO RELIANCE
91
ARTICLE 25. INDEMNITY
92
ARTICLE 26. DUE DILIGENCE
93
ARTICLE 27. SERVICING
93
ARTICLE 28. MISCELLANEOUS
95
ARTICLE 29. JOINT AND SEVERAL OBLIGATIONS; LIMITED RECOURSE
97
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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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AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT
AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT, dated as of January 29, 2016,
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
Sellers and Buyer entered into that certain Master Repurchase Agreement, dated
as of December 20, 2013, as amended by that certain Amendment No. 1 to Master
Repurchase Agreement, dated as of June 27, 2014, and as further amended by that