Exhibit 10.3
MASTER REPURCHASE AGREEMENT
Dated as of June 27, 2014
by and between
PARLEX 7 FINCO, LLC,
as Seller,
and
METROPOLITAN LIFE INSURANCE COMPANY,
as Buyer
TABLE OF CONTENTS
Page
1.
APPLICABILITY
1
2.
DEFINITIONS
1
3.
INITIATION; CONFIRMATION; TERMINATION; FEES; EXTENSION
26
4.
MARGIN MAINTENANCE
40
5.
INCOME PAYMENTS AND PRINCIPAL PAYMENTS
41
6.
SECURITY INTEREST
44
7.
PAYMENT, TRANSFER AND CUSTODY
46
8.
SALE, TRANSFER, HYPOTHECATION OR PLEDGE OF PURCHASED ASSETS
51
9.
RECOURSE
51
10.
REPRESENTATIONS AND WARRANTIES
52
11.
NEGATIVE COVENANTS OF SELLER
57
12.
AFFIRMATIVE COVENANTS OF SELLER
58
13.
SPECIAL PURPOSE ENTITY
63
14.
EVENTS OF DEFAULT; REMEDIES
65
15.
SINGLE AGREEMENT
71
16.
CONFIDENTIALITY
71
17.
NOTICES AND OTHER COMMUNICATIONS
72
18.
ENTIRE AGREEMENT; SEVERABILITY
72
19.
ASSIGNABILITY
72
20.
GOVERNING LAW
73
21.
NO WAIVERS, ETC.
74
22.
USE OF EMPLOYEE PLAN ASSETS
74
23.
INTENT
74
24.
DISCLOSURE RELATING TO CERTAIN FEDERAL PROTECTIONS
76
25.
CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL
76
26.
NO RELIANCE
77
27.
INDEMNITY
77
28.
DUE DILIGENCE
78
29.
SERVICING
79
30.
MISCELLANEOUS
80
ii
ANNEXES, EXHIBITS AND SCHEDULES
ANNEX I
Names and Addresses for Communications between Parties ANNEX II
Wire Instructions of Buyer and Seller EXHIBIT I-A
Form of Transaction
Request EXHIBIT I-B
Form of Confirmation EXHIBIT II
Authorized
Representatives of Seller EXHIBIT III
Underwriting/Due Diligence Checklist
EXHIBIT IV
Form of Compliance Certificate EXHIBIT V
Form of Power of
Attorney EXHIBIT VI
Representations and Warranties Regarding Individual
Purchased Assets EXHIBIT VII
Representations and Warranties Regarding
Senior Interests EXHIBIT VIII
Representations and Warranties Regarding
Mezzanine Loans EXHIBIT IX
Organizational Chart EXHIBIT X
Form of
Redirection Letter EXHIBIT XI
Form of Bailee Letter SCHEDULE I
Prohibited Transferees
iii
This MASTER REPURCHASE AGREEMENT (this "Agreement") is dated as of June 27,
2014, by and between PARLEX 7 FINCO, LLC, a Delaware limited liability company
("Seller") and METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation
("Buyer").
1. APPLICABILITY
From time to time the parties hereto may enter into transactions in which Seller
agrees to transfer to Buyer certain Eligible Assets (as hereinafter defined)
against the transfer of funds by Buyer, with a simultaneous agreement by Buyer
to transfer to Seller such Eligible Assets at a date certain or on demand,
against the transfer of funds by Seller. Each such transaction shall be referred
to herein as a "Transaction" and, unless otherwise agreed in writing, shall be
governed by this Agreement, including any supplemental terms or conditions
contained in any annexes, exhibits or schedules identified herein as applicable
hereunder.
2. DEFINITIONS
"1933 Act" shall mean the Securities Act of 1933, as amended.
"1934 Act" shall have the meaning specified in Section 24(a) of this Agreement.
"A-Note" shall mean a mortgage loan evidenced by a senior Mortgage Note secured
by a Mortgage that also secures (i) additional pari passu notes or (ii) B-Notes
that are subordinate in right of payment to such A-Note, in each case pursuant
to the related intercreditor agreement or co-lender agreement approved