Exhibit 10.1
EXECUTION COPY
THIRD AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT
Dated as of June 24, 2011
Between:
THE ROYAL BANK OF SCOTLAND PLC, as Buyer,
and
PHH MORTGAGE CORPORATION, as Seller
TABLE OF CONTENTS
Page
1.
APPLICABILITY
1
2.
DEFINITIONS AND ACCOUNTING MATTERS
1
3.
THE TRANSACTIONS
28
4.
PAYMENTS; COMPUTATION; COMMITMENT AND NON-UTILIZATION FEES
34
5.
TAXES; TAX TREATMENT
35
6.
MARGIN MAINTENANCE
36
7.
INCOME PAYMENTS
37
8.
SECURITY INTEREST; BUYER'S APPOINTMENT AS ATTORNEY-IN-FACT
38
9.
CONDITIONS PRECEDENT
42
10.
RELEASE OF PURCHASED ASSETS
46
11.
RELIANCE
47
12.
REPRESENTATIONS AND WARRANTIES
48
13.
COVENANTS OF SELLER
53
14.
REPURCHASE DATE PAYMENTS
61
15.
REPURCHASE OF PURCHASED ASSETS
61
16.
SUBSTITUTION
62
17.
EVENT OF TERMINATION
62
18.
EVENTS OF DEFAULT
63
19.
REMEDIES
66
20.
DELAY NOT WAIVER; REMEDIES ARE CUMULATIVE
69
21.
NOTICES AND OTHER COMMUNICATIONS
69
22.
USE OF EMPLOYEE PLAN ASSETS
69
23.
INDEMNIFICATION AND EXPENSES
70
24.
WAIVER OF REDEMPTION AND DEFICIENCY RIGHTS
71
25.
REIMBURSEMENT
72
26.
FURTHER ASSURANCES
72
27.
TERMINATION
72
28.
SEVERABILITY
73
29.
BINDING EFFECT; GOVERNING LAW
73
30.
AMENDMENTS
73
31.
SUCCESSORS AND ASSIGNS
73
32.
SURVIVAL
73
33.
CAPTIONS
73
34.
COUNTERPARTS
74
35.
SUBMISSION TO JURISDICTION; WAIVERS
74
36.
WAIVER OF JURY TRIAL
74
37.
ACKNOWLEDGEMENTS
75
38.
HYPOTHECATION OR PLEDGE OF PURCHASED ITEMS
75
39.
ASSIGNMENTS; PARTICIPATIONS
75
40.
SINGLE AGREEMENT
76
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TABLE OF CONTENTS
(Continued)
Page
41.
INTENT
76
42.
CONFIDENTIALITY
77
43.
SERVICING
78
44.
PERIODIC DUE DILIGENCE REVIEW
80
45.
SET-OFF
82
46.
COMMITTED FACILITY
82
47.
AMENDMENT AND RESTATEMENT OF ORIGINAL AGREEMENT; NO NOVATION
83
48.
ENTIRE AGREEMENT
83
ANNEX I
Buyer Acting as Agent
SCHEDULES
SCHEDULE 1-A
Representations and Warranties re: Assets
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 Certification
EXHIBIT B
Reserved
EXHIBIT C
Reserved
EXHIBIT D
Form of Transaction Notice
EXHIBIT E
PHH Mortgage Guidelines
EXHIBIT F
Required Fields for Servicing Transmission
EXHIBIT G
Required Fields for Asset Schedule
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TABLE OF CONTENTS
(Continued)
Page
EXHIBIT H
Form of Confidentiality Agreement
EXHIBIT I
Form of Instruction Letter
EXHIBIT J
Reserved
EXHIBIT K
Form of Security Release Certification
EXHIBIT L
Form of Participation Certificate
EXHIBIT M
Form of Correspondent Seller Release
EXHIBIT N
Form of Trade Assignment
EXHIBIT O
Permitted Affiliate Agreements
EXHIBIT P
Closing Instruction Letter
EXHIBIT Q
Takeout Investors
-iii-
THIRD AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT, dated as of
June 24, 2011, between PHH Mortgage Corporation, a New Jersey corporation, as
seller ("Seller"), and The Royal Bank of Scotland plc, 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 and Seller entered into that certain Second Amended and Restated
Master Repurchase Agreement, dated as of June