Exhibit 10.12
MASTER REPURCHASE AGREEMENT
Dated as of June 28, 2013
between
PARLEX 4 FINANCE, LLC
as Seller,
and
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
as Buyer
TABLE OF CONTENTS
Page
ARTICLE 1. APPLICABILITY
2
ARTICLE 2. DEFINITIONS
2
ARTICLE 3. INITIATION; CONFIRMATION; TERMINATION; FEES; EXTENSION OF MATURITY
DATE; EXTENSION OF REPURCHASE DATE
26
ARTICLE 4. MARGIN MAINTENANCE
46
ARTICLE 5. INCOME PAYMENTS AND PRINCIPAL PROCEEDS
46
ARTICLE 6. SECURITY INTEREST
49
ARTICLE 7. PAYMENT, TRANSFER AND CUSTODY
51
ARTICLE 8. SALE, TRANSFER, HYPOTHECATION OR PLEDGE OF PURCHASED ASSETS
55
ARTICLE 9. REPRESENTATIONS AND WARRANTIES
55
ARTICLE 10. NEGATIVE COVENANTS OF SELLER
63
ARTICLE 11. AFFIRMATIVE COVENANTS OF SELLER
65
ARTICLE 12. EVENTS OF DEFAULT; REMEDIES
72
ARTICLE 13. SINGLE AGREEMENT
78
ARTICLE 14. RECORDING OF COMMUNICATIONS
78
ARTICLE 15. NOTICES AND OTHER COMMUNICATIONS
79
ARTICLE 16. ENTIRE AGREEMENT; SEVERABILITY
79
ARTICLE 17. NON-ASSIGNABILITY
79
ARTICLE 18. GOVERNING LAW
81
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ARTICLE 19. NO WAIVERS, ETC.
81
ARTICLE 20. USE OF EMPLOYEE PLAN ASSETS
82
ARTICLE 21. INTENT
82
ARTICLE 22. DISCLOSURE RELATING TO CERTAIN FEDERAL PROTECTIONS
84
ARTICLE 23. CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL
84
ARTICLE 24. NO RELIANCE
85
ARTICLE 25. INDEMNITY
86
ARTICLE 26. DUE DILIGENCE
87
ARTICLE 27. SERVICING
87
ARTICLE 28. MISCELLANEOUS
89
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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 Seller 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
Form
of Power of Attorney 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
MASTER REPURCHASE AGREEMENT
MASTER REPURCHASE AGREEMENT, dated as of June 28, 2013, by and between PARLEX 4
FINANCE, LLC, a Delaware limited liability company (the "Seller") and JPMORGAN
CHASE BANK, National Association, a banking association organized under the laws
of the United States ("Buyer").
ARTICLE 1.
APPLICABILITY
From time to time during the Funding Period (as defined herein) the parties
hereto may enter into transactions in which Seller and Buyer agree to the
transfer from Seller to Buyer of 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 Buyer. Each such
transaction shall be referred to herein as a "Transaction" and, unless otherwise
agreed