AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT
Dated as of June 26, 2008
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
24
4.
PAYMENTS; COMPUTATION; COMMITMENT AND NON UTILIZATION FEES
28
5.
TAXES; TAX TREATMENT
29
6.
MARGIN MAINTENANCE
30
7.
INCOME PAYMENTS
31
8.
SECURITY INTEREST; BUYER'S APPOINTMENT AS ATTORNEY IN FACT
32
9.
CONDITIONS PRECEDENT
35
10.
RELEASE OF PURCHASED LOANS
39
11.
RELIANCE
39
12.
REPRESENTATIONS AND WARRANTIES
40
13.
COVENANTS OF SELLER
45
14.
REPURCHASE DATE PAYMENTS
54
15.
REPURCHASE OF PURCHASED LOANS
55
16.
SUBSTITUTION
55
17.
EVENT OF TERMINATION
55
18.
EVENTS OF DEFAULT
56
19.
REMEDIES
59
20.
DELAY NOT WAIVER; REMEDIES ARE CUMULATIVE
62
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
64
25.
REIMBURSEMENT
64
26.
FURTHER ASSURANCES
64
27.
TERMINATION; RENEWAL
65
28.
SEVERABILITY
65
29.
BINDING EFFECT; GOVERNING LAW
65
30.
AMENDMENTS
65
31.
SUCCESSORS AND ASSIGNS
65
32.
SURVIVAL
65
33.
CAPTIONS
66
34.
COUNTERPARTS
66
35.
SUBMISSION TO JURISDICTION; WAIVERS
66
36.
WAIVER OF JURY TRIAL
67
37.
ACKNOWLEDGEMENTS
67
38.
HYPOTHECATION OR PLEDGE OF PURCHASED ITEMS.
67
39.
ASSIGNMENTS; PARTICIPATIONS.
67
40.
SINGLE AGREEMENT
68
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TABLE OF CONTENTS
(Continued)
Page
41.
INTENT
68
42.
CONFIDENTIALITY
69
43.
SERVICING
69
44.
PERIODIC DUE DILIGENCE REVIEW
73
45.
SET OFF
74
46.
ENTIRE AGREEMENT
75
47.
GESTATION REPURCHASE FACILITY
76
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 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
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TABLE OF CONTENTS
(Continued)
Page
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
EXHIBIT L
Form of Assignment, Assumption and Recognition Agreement
-iii-
AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT, dated as of June 26, 2008,
between PHH Mortgage Corporation, a New Jersey corporation, as seller
("Seller"), and The Royal Bank of Scotland plc, ("Buyer", which term shall
include any "Principal" as defined and provided for in Annex I), or as agent
pursuant hereto ("Agent").
1.
APPLICABILITY
Greenwich Capital Financial Products, Inc. ("GCFP") and Seller entered into that
certain Master Repurchase Agreement, dated as of November 1, 2007 (as amended,
supplemented or otherwise modified prior to the date hereof, the "Original
Repurchase Agreement"), which prescribes the manner of sale of Eligible Loans
and the