Exhibit 10.88
MASTER REPURCHASE AGREEMENT
Dated as of November 1, 2007
Between:
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., as Buyer,
and
PHH MORTGAGE CORPORATION, as Seller
[***]
INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.
TABLE OF CONTENTS
Page
1.
APPLICABILITY
1
2.
DEFINITIONS AND ACCOUNTING MATTERS
1
3.
THE TRANSACTIONS
19
4.
PAYMENTS; COMPUTATION; COMMITMENT AND NON-UTILIZATION FEES
23
5.
TAXES; TAX TREATMENT
23
6.
MARGIN MAINTENANCE
25
7.
INCOME PAYMENTS
25
8.
SECURITY INTEREST; BUYER'S APPOINTMENT AS ATTORNEY-IN-FACT
26
9.
CONDITIONS PRECEDENT
29
10.
RELEASE OF PURCHASED LOANS
33
11.
RELIANCE
34
12.
REPRESENTATIONS AND WARRANTIES
34
13.
COVENANTS OF SELLER
39
14.
REPURCHASE DATE PAYMENTS
48
15.
REPURCHASE OF PURCHASED LOANS
48
16.
SUBSTITUTION
48
17.
EVENT OF TERMINATION
49
18.
EVENTS OF DEFAULT
49
19.
REMEDIES
52
20.
DELAY NOT WAIVER; REMEDIES ARE CUMULATIVE
55
21.
NOTICES AND OTHER COMMUNICATIONS
55
22.
USE OF EMPLOYEE PLAN ASSETS
55
23.
INDEMNIFICATION AND EXPENSES
55
24.
WAIVER OF REDEMPTION AND DEFICIENCY RIGHTS
57
25.
REIMBURSEMENT
57
26.
FURTHER ASSURANCES
57
27.
TERMINATION
57
28.
SEVERABILITY
58
29.
BINDING EFFECT; GOVERNING LAW
58
30.
AMENDMENTS
58
31.
SUCCESSORS AND ASSIGNS
58
32.
SURVIVAL
58
33.
CAPTIONS
59
34.
COUNTERPARTS
59
35.
SUBMISSION TO JURISDICTION; WAIVERS
59
36.
WAIVER OF JURY TRIAL
59
37.
ACKNOWLEDGEMENTS
60
38.
HYPOTHECATION OR PLEDGE OF PURCHASED ITEMS
60
39.
ASSIGNMENTS; PARTICIPATIONS
60
40.
SINGLE AGREEMENT
61
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Page
41.
INTENT
61
42.
CONFIDENTIALITY
62
43.
SERVICING
62
44.
PERIODIC DUE DILIGENCE REVIEW
63
45.
SET-OFF
64
46.
ENTIRE AGREEMENT
64
SCHEDULES
SCHEDULE 1-A
Representations and Warranties re: Loans
SCHEDULE 1-B
Representations and Warranties re: Fannie Mae Loans
SCHEDULE 1-C
Representations and Warranties re: Freddie Mac Loans
SCHEDULE 2
Filing Jurisdictions and Offices
SCHEDULE 3
Relevant States
SCHEDULE 4
Subsidiaries
SCHEDULE 5
Litigation
SCHEDULE 6
Approved Originators
EXHIBITS
EXHIBIT A
Forms of Quarterly Certification
EXHIBIT B
Form of Custodial Agreement
EXHIBIT C
Form of Opinion of Counsel to Seller
EXHIBIT D
Form of Transaction Notice
EXHIBIT E
Underwriting Guidelines
EXHIBIT F
Required Fields for Servicing Transmission
EXHIBIT G
Required Fields for Loan Schedule
EXHIBIT H
Form of Confidentiality Agreement
EXHIBIT I
Form of Instruction Letter
EXHIBIT J
Form of Master Netting Agreement
EXHIBIT K
Form of Security Release Certification
-ii-
MASTER REPURCHASE AGREEMENT, dated as of November 1, 2007, between PHH
Mortgage Corporation, a New Jersey corporation, as seller ("Seller"), and
Greenwich Capital Financial Products, Inc., a Delaware corporation ("Buyer",
which term shall include any "Principal" as defined and provided for in Annex
I), or as agent pursuant hereto ("Agent").
1. APPLICABILITY
Buyer shall, from time to time, upon the terms and conditions set forth
herein, agree to enter into transactions in which Seller transfers to Buyer
Eligible Loans against the transfer of funds by Buyer, with a simultaneous
agreement by