Exhibit 10.1
SECOND AMENDED AND RESTATED
MASTER REPURCHASE AGREEMENT
Dated as of March 31, 2017
among
PARLEX 2 FINANCE, LLC,
PARLEX 2A FINCO, LLC,
PARLEX 2 UK FINCO, LLC,
PARLEX 2 EUR 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
29
4.
MARGIN MAINTENANCE
35
5.
INCOME PAYMENTS AND PRINCIPAL PAYMENTS
40
6.
SECURITY INTEREST
43
7.
PAYMENT, TRANSFER AND CUSTODY
44
8.
SALE, TRANSFER, HYPOTHECATION OR PLEDGE OF PURCHASED LOANS
48
9.
INTENTIONALLY OMITTED
49
10.
REPRESENTATIONS
49
11.
NEGATIVE COVENANTS OF SELLER
54
12.
AFFIRMATIVE COVENANTS OF SELLER
55
13.
SINGLE-PURPOSE ENTITY
58
14.
EVENTS OF DEFAULT; REMEDIES
59
15.
SINGLE AGREEMENT
65
16.
RECORDING OF COMMUNICATIONS
65
17.
NOTICES AND OTHER COMMUNICATIONS
65
18.
ENTIRE AGREEMENT; SEVERABILITY
66
19.
NON-ASSIGNABILITY
66
20.
GOVERNING LAW
67
21.
NO WAIVERS, ETC.
67
22.
USE OF EMPLOYEE PLAN ASSETS
68
23.
INTENT
68
24.
DISCLOSURE RELATING TO CERTAIN FEDERAL PROTECTIONS
70
25.
CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL
70
26.
NO RELIANCE
71
27.
INDEMNITY
72
28.
DUE DILIGENCE
72
29.
SERVICING
73
30.
MISCELLANEOUS
74
31.
TAXES
75
32.
JOINT AND SEVERAL OBLIGATIONS
78
-1-
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-A
Form of Power of Attorney for U.S. Purchased Loans
EXHIBIT V-B
Form of Power of Attorney for Foreign Purchased Loans
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
-2-
SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT, dated as of March 31,
2017, 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"), PARLEX 2 UK FINCO, LLC, a Delaware limited liability company
("Parlex 2 UK"), PARLEX 2 EUR FINCO, LLC, a Delaware limited liability company
("Parlex 2 EUR", and together with Parlex 2, Parlex 2A, Parlex 2 UK 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