Exhibit 10.5
AMENDED AND RESTATED MASTER REPURCHASE
AND
SECURITIES CONTRACT AGREEMENT
between
PARLEX 6 UK FINCO, LLC and PARLEX 6 EUR FINCO, LLC,
individually and/or collectively as the context requires, as Seller,
BLACKSTONE MORTGAGE TRUST, INC.,
as Guarantor,
and
MORGAN STANLEY BANK, N.A.,
as Buyer
Paul Hastings LLP
75 East 55th Street
New York, NY 10022
Dated: June 16, 2014
ARTICLE 1.
APPLICABILITY
1
ARTICLE 2.
DEFINITIONS
1
ARTICLE 3.
INITIATION; CONFIRMATION; TERMINATION; FEES
21
ARTICLE 4.
MARGIN MAINTENANCE
34
ARTICLE 5.
INCOME PAYMENTS AND PRINCIPAL PAYMENTS
35
ARTICLE 6.
SECURITY INTEREST
37
ARTICLE 7.
PAYMENT, TRANSFER AND CUSTODY
39
ARTICLE 8.
SALE, TRANSFER, HYPOTHECATION OR PLEDGE OF PURCHASED ASSETS
42
ARTICLE 9.
REPRESENTATIONS AND WARRANTIES
42
ARTICLE 10.
NEGATIVE COVENANTS OF SELLER
49
ARTICLE 11.
AFFIRMATIVE COVENANTS OF SELLER
50
ARTICLE 12.
EVENTS OF DEFAULT; REMEDIES
57
ARTICLE 13.
SINGLE AGREEMENT
63
ARTICLE 14.
RECORDING OF COMMUNICATIONS
63
ARTICLE 15.
NOTICES AND OTHER COMMUNICATIONS
64
ARTICLE 16.
ENTIRE AGREEMENT; SEVERABILITY
64
ARTICLE 17.
NON ASSIGNABILITY
64
ARTICLE 18.
GOVERNING LAW
66
ARTICLE 19.
NO WAIVERS, ETC
66
ARTICLE 20.
USE OF EMPLOYEE PLAN ASSETS
66
ARTICLE 21.
INTENT
67
ARTICLE 22.
DISCLOSURE RELATING TO CERTAIN FEDERAL PROTECTIONS
68
ARTICLE 23.
CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL
68
ARTICLE 24.
NO RELIANCE
69
ARTICLE 25.
INDEMNITY
70
ARTICLE 26.
DUE DILIGENCE
71
ARTICLE 27.
SERVICING
71
ARTICLE 28.
MISCELLANEOUS
72
ARTICLE 29.
JOINDER OF ADDITIONAL SELLERS
75
ARTICLE 30.
ADDITIONAL JURISDICTIONS
75
-1-
ANNEXES, EXHIBITS AND SCHEDULES
ANNEX I
Names and Addresses for Communications between Parties
ANNEX II
Wire Instructions of Buyer and Seller
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
Forms of Power of Attorney
EXHIBIT V
Representations and Warranties Regarding Individual Purchased Assets
EXHIBIT VI
Advance Procedures
EXHIBIT VII
Form of Margin Deficit Notice
EXHIBIT VIII
Tax Compliance Certificates
EXHIBIT IX
UCC Filing Jurisdictions
EXHIBIT X
Form of Release Letter
EXHIBIT XI
Covenant Compliance Certificate
EXHIBIT XII
Form of Re-Direction Letter
EXHIBIT XIII
Form of Undertaking Letter
EXHIBIT XIV
Form of Security Deed
EXHIBIT XV
Custodial Delivery
EXHIBIT XVI
Form of Bailee Letter
EXHIBIT XVII
Prohibited Transferees
EXHIBIT XVIII
Form of Seller Joinder Agreement
EXHIBIT XIX
Form of Confirmation of Supplemental Provisions
-2-
AMENDED AND RESTATED MASTER REPURCHASE
AND SECURITIES CONTRACT AGREEMENT
THIS AMENDED AND RESTATED MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT
(this "Agreement"), dated as of June 16, 2014, by and between MORGAN STANLEY
BANK, N.A., a national banking association organized under the laws of the
United States ("Buyer"), PARLEX 6 UK FINCO, LLC, a Delaware limited liability
company ("UK Seller"), and PARLEX 6 EUR FINCO, LLC, a Delaware limited liability
company ("EUR Seller" and, together with UK Seller, individually and/or
collectively as the context requires, "Seller") amends and restates in its
entirety, that certain Master Repurchase and Securities Contract Agreement,
dated as of March 3, 2014, by and between Buyer and