EXHIBIT 10.1
EXECUTION
AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT
Dated as of March 3, 2017
Among:
CITIBANK, N.A., as Buyer,
and
PENNYMAC LOAN SERVICES, LLC, as Seller,
TABLE OF CONTENTS
1.
APPLICABILITY
1
2.
DEFINITIONS AND ACCOUNTING MATTERS
1
3.
THE TRANSACTIONS
22
4.
PAYMENTs; COMPUTATION; COMMITMENT FEE
25
5.
TAXES; TAX TREATMENT
25
6.
MARGIN MAINTENANCE
27
7.
INCOME PAYMENTS
27
8.
SECURITY INTEREST; BUYER'S APPOINTMENT AS ATTORNEY-IN-FACT
27
9.
CONDITIONS PRECEDENT
31
10.
RELEASE OF PURCHASED LOANS
34
11.
RELIANCE
35
12.
REPRESENTATIONS AND WARRANTIES
35
13.
COVENANTS
41
14.
REPURCHASE DATE PAYMENTS
54
15.
REPURCHASE OF PURCHASED Loans
54
16.
RESERVED
54
17.
ACCELERATION OF REPURCHASE Date
54
18.
EVENTS OF DEFAULT
55
19.
REMEDIES
59
20.
DELAY NOT WAIVER; REMEDIES ARE CUMULATIVE
61
21.
NOTICES AND OTHER COMMUNICATIONS
62
22.
USE OF EMPLOYEE PLAN ASSETS
62
23.
INDEMNIFICATION AND EXPENSES
62
24.
WAIVER OF REDEMPTION AND DEFICIENCY RIGHTS
63
25.
REIMBURSEMENT
63
26.
FURTHER ASSURANCES
64
27.
TERMINATION
64
28.
SEVERABILITY
64
29.
BINDING EFFECT; GOVERNING LAW
64
30.
AMENDMENTS
64
31.
RESERVED.
64
32.
SURVIVAL
64
33.
CAPTIONS
65
34.
counterparts; Electronic Signatures
65
35.
SUBMISSION TO JURISDICTION; WAIVERS
65
36.
WAIVER OF JURY TRIAL
66
37.
ACKNOWLEDGEMENTS
66
38.
HYPOTHECATION OR PLEDGE OF PURCHASED ITEMS
66
i
39.
ASSIGNMENTS; PARTICIPATIONS
66
40.
SINGLE AGREEMENT
67
41.
INTENT
67
42.
CONFIDENTIALITY
67
43.
SERVICING
68
44.
PERIODIC DUE DILIGENCE REVIEW
69
45.
SET-OFF
70
46.
ENTIRE AGREEMENT
70
47.
AMENDMENT AND RESTATEMENT
70
ANNEX I
SCHEDULES
SCHEDULE 1
Representations and Warranties re: Loans
SCHEDULE 2
Filing Jurisdictions and Offices
SCHEDULE 3
Subsidiaries
SCHEDULE 4
Relevant States
SCHEDULE 5
Other Indebtedness
EXHIBITS
EXHIBIT A
Form of Monthly and Quarterly Certification
EXHIBIT B
Officer's Compliance Certificate
EXHIBIT C
Reserved
EXHIBIT D
Reserved
EXHIBIT E
Reserved
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 Power of Attorney
ii
EXHIBIT K
Form of Security Release Certification
iii
AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT, dated as of March 3, 2017, by
and between PENNYMAC LOAN SERVICES, LLC, a Delaware limited liability company,
as seller (the "Seller") and CITIBANK, N.A., a national banking association as
buyer ("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, with respect to the Committed Amount and may, with respect to the
Uncommitted Amount, 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 Buyer to transfer to Seller such Purchased Loans at a date certain,
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.
2.