Single Agreement
77
Section 27.
GOVERNING LAW
77
Section 28.
SUBMISSION TO JURISDICTION; WAIVERS
77
Section 29.
No Waivers, etc
78
Section 30.
Netting
78
Section 31.
Confidentiality
79
Section 32.
Intent
80
Section 33.
Disclosure Relating to Certain Federal
Protections
81
Section 34.
Conflicts
81
Section 35.
Authorizations
81
Section 36.
Reserved.
81
Section 37.
Miscellaneous.
81
Section 38.
General Interpretive Principles
82
Section 39.
Joint and Several
82
Section 40.
Amendment and Restatement
83
i
SCHEDULE 1-A
REPRESENTATIONS AND WARRANTIES RE: MORTGAGE LOANS
SCHEDULE 1-B
REPRESENTATIONS AND WARRANTIES RE: UNDERLYING REO PROPERTY
SCHEDULE 1-C
REPRESENTATIONS AND WARRANTIES RE: REO SUBSIDIARY INTERESTS
SCHEDULE 1-D
REPRESENTATIONS AND WARRANTIES RE: UNDERLYING REPURCHASE TRANSACTIONS
SCHEDULE 1-E
REPRESENTATIONS AND WARRANTIES RE: RENTAL PROPERTIES
SCHEDULE 2
AUTHORIZED REPRESENTATIVES
EXHIBIT A
FORM OF CONFIRMATION LETTER
EXHIBIT B
FORM OF TENANT INSTRUCTION NOTICE
EXHIBIT C
SELLERS' AND GUARANTOR'S TAX IDENTIFICATION NUMBER
EXHIBIT D
EXISTING INDEBTEDNESS
EXHIBIT E
FORM OF PROPERTY MANAGEMENT REPORT
EXHIBIT F
FORM OF PROPERTY MANAGEMENT AGREEMENT SIDE LETTER
EXHIBIT G
RESERVED
EXHIBIT H
RESERVED
EXHIBIT I
FORM OF SECTION 7 CERTIFICATE
EXHIBIT J
ASSET SCHEDULE FIELDS
EXHIBIT K
RESERVED
EXHIBIT L
FORM OF SERVICER NOTICE AND PLEDGE
EXHIBIT M
FORM OF POWER OF ATTORNEY
EXHIBIT N
FORM OF REPURCHASE REQUEST
ii
AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT
This is an AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT, dated as of March
15, 2017, among PennyMac Corp., a Delaware corporation ("PMC"), PennyMac
Operating Partnership, L.P., a Delaware limited partnership ("POP"), PennyMac
Holdings, LLC, a Delaware limited liability company ("PMH", and together with
POP and PMC, each individually, a "Seller", and collectively the "Sellers"), PMC
REO Trust 2015-1, a Delaware statutory trust ("REO Subsidiary", and together
with Sellers, each a "Seller Party" and collectively, "Seller Parties"),
PennyMac Mortgage Investment Trust, a Maryland real estate investment trust (the
"Guarantor") and JPMorgan Chase Bank, National Association, a banking
association organized under the laws of the United States (the "Buyer").
The Buyer, the Seller Parties, TRS REO Trust 1-A (the "Legacy REO Subsidiary")
and the Guarantor previously entered into a Master Repurchase Agreement, dated
as of January 27, 2015 (as amended, supplemented and otherwise modified from
time to time, the "Existing Master Repurchase Agreement").
The Legacy REO Subsidiary is hereby removed as an REO Subsidiary from this
Agreement and each of the Facility Documents to which it is a party.
The parties hereto have requested that the Existing Master Repurchase Agreement
be amended and restated in its entirety on the terms and subject to the
conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements contained herein, and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
Section 1.Applicability. From time to time the parties hereto may enter into
transactions in which any or all Sellers agree (a) to transfer to Buyer Mortgage
Loans on a servicing released basis against the transfer of funds by Buyer, with
a simultaneous agreement by Buyer to transfer