Exhibit 10.1
MASTER REPURCHASE AGREEMENT
Among
BARCLAYS BANK PLC, as Purchaser and Agent
PENNYMAC CORP., as Seller
PENNYMAC LOAN SERVICES, LLC, as Servicer
and
PENNYMAC MORTGAGE INVESTMENT TRUST, as Guarantor
Dated as of September 14, 2015
TABLE OF CONTENTS
1.
APPLICABILITY 1 2.
DEFINITIONS AND INTERPRETATION 1 3.
THE TRANSACTIONS
22 4.
CONFIRMATION 25 5.
TAKEOUT COMMITMENTS 25 6.
PAYMENT AND TRANSFER 26
7.
MARGIN MAINTENANCE 26 8.
TAXES; TAX TREATMENT 27 9.
SECURITY INTEREST;
PURCHASER'S APPOINTMENT AS ATTORNEY-IN-FACT 29 10.
CONDITIONS PRECEDENT 31
11.
RELEASE OF PURCHASED ASSETS 35 12.
RELIANCE 35 13.
REPRESENTATIONS AND
WARRANTIES 35 14.
COVENANTS OF SELLER 39 15.
REPURCHASE OF PURCHASED ASSETS
47 16.
SERVICING OF THE MORTGAGE LOANS; SERVICER TERMINATION 48 17.
EVENTS
OF DEFAULT 51 18.
REMEDIES 53 19.
DELAY NOT WAIVER; REMEDIES ARE CUMULATIVE
56 20.
USE OF EMPLOYEE PLAN ASSETS 56 21.
INDEMNITY 56 22.
WAIVER OF
REDEMPTION AND DEFICIENCY RIGHTS 57 23.
REIMBURSEMENT; SET-OFF 58
24.
FURTHER ASSURANCES 59 25.
ENTIRE AGREEMENT; PRODUCT OF NEGOTIATION 59
26.
TERMINATION 59 27.
REHYPOTHECATION; ASSIGNMENT 60 28.
AMENDMENTS, ETC.
61 29.
SEVERABILITY 61 30.
BINDING EFFECT; GOVERNING LAW 61 31.
WAIVER OF
JURY TRIAL; CONSENT TO JURISDICTION AND VENUE; SERVICE OF PROCESS 61
32.
SINGLE AGREEMENT 62 33.
INTENT 62 34.
NOTICES AND OTHER COMMUNICATIONS
63 35.
CONFIDENTIALITY 64 36.
DUE DILIGENCE 65 37.
USA PATRIOT ACT; OFAC
AND ANTI-TERRORISM 66 38.
GUARANTY 66
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SCHEDULES AND EXHIBITS
EXHIBIT A CERTIFICATION EXHIBIT B REPRESENTATIONS AND WARRANTIES WITH RESPECT TO
MORTGAGE LOANS EXHIBIT C FORM OF TRANSACTION NOTICE EXHIBIT D FORM OF GOODBYE
LETTER EXHIBIT E FORM OF WAREHOUSE LENDER'S RELEASE EXHIBIT F LIST OF APPROVED
MEMBERS OF THE MORTGAGE BACKED SECURITIES DIVISION OF THE FIXED INCOME CLEARING
CORPORATION EXHIBIT G FORM OF CLOSING PROTECTION LETTER EXHIBIT H FORM OF SELLER
MORTGAGE LOAN SCHEDULE EXHIBIT I RESERVED EXHIBIT J PURCHASER'S UNDERWRITING
GUIDELINES
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MASTER REPURCHASE AGREEMENT
Dated as of September 14, 2015
AMONG:
BARCLAYS BANK PLC, in its capacity as purchaser (together with its permitted
successors and assigns in such capacity hereunder, "Barclays" or the
"Purchaser") and agent pursuant hereto (together with its permitted successors
and assigns in such capacity hereunder, "Agent"),
PENNYMAC CORP., in its capacity as seller (together with its permitted
successors and assigns in such capacity hereunder, "Seller")
PENNYMAC MORTGAGE INVESTMENT TRUST, in its capacity as guarantor (together with
its permitted successors and assigns in such capacity hereunder, "Guarantor"),
and
PENNYMAC LOAN SERVICES, LLC, in its capacity as servicer (together with its
permitted successors and assigns in such capacity hereunder, "Servicer").
1.APPLICABILITY
Purchaser may from time to time, upon the terms and conditions set forth herein,
agree to enter into transactions on a committed basis with respect to the
Committed Amount and an uncommitted basis with respect to the Uncommitted
Amount, in which Seller sells to Purchaser Eligible Mortgage Loans, on a
servicing-released basis, against the transfer of funds by Purchaser, with a
simultaneous agreement by Purchaser to transfer to Seller such Purchased Assets
on a