Exhibit 10.1
EXECUTION COPY
SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT
Dated as of June 18, 2010
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
33
5. TAXES; TAX TREATMENT
34
6. MARGIN MAINTENANCE
36
7. INCOME PAYMENTS
36
8. SECURITY INTEREST; BUYER'S APPOINTMENT AS ATTORNEY-IN-FACT
37
9. CONDITIONS PRECEDENT
41
10. RELEASE OF PURCHASED ASSETS
45
11. RELIANCE
47
12. REPRESENTATIONS AND WARRANTIES
47
13. COVENANTS OF SELLER
53
14. REPURCHASE DATE PAYMENTS
62
15. REPURCHASE OF PURCHASED ASSETS
63
16. SUBSTITUTION
63
17. EVENT OF TERMINATION
63
18. EVENTS OF DEFAULT
64
19. REMEDIES
67
20. DELAY NOT WAIVER; REMEDIES ARE CUMULATIVE
70
21. NOTICES AND OTHER COMMUNICATIONS
71
22. USE OF EMPLOYEE PLAN ASSETS
71
23. INDEMNIFICATION AND EXPENSES
71
24. WAIVER OF REDEMPTION AND DEFICIENCY RIGHTS
72
25. REIMBURSEMENT
73
26. FURTHER ASSURANCES
73
27. TERMINATION
73
28. SEVERABILITY
73
29. BINDING EFFECT; GOVERNING LAW
74
30. AMENDMENTS
74
31. SUCCESSORS AND ASSIGNS
74
32. SURVIVAL
74
33. CAPTIONS
74
34. COUNTERPARTS
74
35. SUBMISSION TO JURISDICTION; WAIVERS
75
36. WAIVER OF JURY TRIAL
75
37. ACKNOWLEDGEMENTS
75
38. HYPOTHECATION OR PLEDGE OF PURCHASED ITEMS
76
39. ASSIGNMENTS; PARTICIPATIONS
76
40. SINGLE AGREEMENT
77
-i-
TABLE OF CONTENTS
(Continued)
Page
41. INTENT
77
42. CONFIDENTIALITY
78
43. SERVICING
79
44. PERIODIC DUE DILIGENCE REVIEW
81
45. SET-OFF
81
46. COMMITTED FACILITY
82
47. AMENDMENT AND RESTATEMENT OF ORIGINAL REPURCHASE AGREEMENT; NO NOVATION
82
48. ENTIRE AGREEMENT
83
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 Providers
EXHIBITS
EXHIBIT A
Forms of Certification
EXHIBIT B
Reserved
EXHIBIT C
Form of Opinion of Counsel to Seller
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
-ii-
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-
SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT, dated as of
June 18, 2010 and effective as of the Restatement Effective Date, 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 (i) that certain Amended