Exhibit 10.1
MASTER REPURCHASE AGREEMENT
Among
BARCLAYS BANK PLC, as Purchaser and Agent
PENNYMAC LOAN SERVICES, LLC, as Seller and Servicer
and
PRIVATE NATIONAL MORTGAGE ACCEPTANCE COMPANY, LLC, as Guarantor
Dated as of December 4, 2015
TABLE OF CONTENTS
1.
APPLICABILITY 1 2.
DEFINITIONS AND INTERPRETATION 1 3.
THE
TRANSACTIONS 22 4.
CONFIRMATION 25 5.
TAKEOUT COMMITMENTS 25 6.
PAYMENT
AND TRANSFER 26 7.
MARGIN MAINTENANCE 26 8.
TAXES; TAX TREATMENT 27
9.
SECURITY INTEREST; PURCHASER'S APPOINTMENT AS ATTORNEY-IN-FACT 29
10.
CONDITIONS PRECEDENT 31 11.
RELEASE OF PURCHASED ASSETS 35
12.
RELIANCE 35 13.
REPRESENTATIONS AND WARRANTIES 35 14.
COVENANTS OF
SELLER 39 15.
REPURCHASE OF PURCHASED ASSETS 47 16.
SERVICING OF THE
MORTGAGE LOANS; SERVICER TERMINATION 48 17.
EVENTS OF DEFAULT 51
18.
REMEDIES 53 19.
DELAY NOT WAIVER; REMEDIES ARE CUMULATIVE 56 20.
USE
OF EMPLOYEE PLAN ASSETS 56 21.
INDEMNITY 57 22.
WAIVER OF REDEMPTION AND
DEFICIENCY RIGHTS 58 23.
REIMBURSEMENT; SET-OFF 58 24.
FURTHER ASSURANCES 59
25.
ENTIRE AGREEMENT; PRODUCT OF NEGOTIATION 59 26.
TERMINATION 60
27.
REHYPOTHECATION; ASSIGNMENT 60 28.
AMENDMENTS, ETC. 61
29.
SEVERABILITY 61 30.
BINDING EFFECT; GOVERNING LAW 61 31.
WAIVER OF
JURY TRIAL; CONSENT TO JURISDICTION AND VENUE; SERVICE OF PROCESS 61
32.
SINGLE AGREEMENT 62 33.
INTENT 62 34.
NOTICES AND OTHER COMMUNICATIONS
63 35.
CONFIDENTIALITY 65 36.
DUE DILIGENCE 65 37.
USA PATRIOT ACT; OFAC
AND ANTI-TERRORISM 66 38.
GUARANTY 67
2i
SCHEDULES AND EXHIBITS
EXHIBIT A CERTIFICATION
EXHIBIT B REPRESENTATIONS AND WARRANTIES WITH RESPECT TO MORTGAGE LOANS
EXHIBIT C FORM OF TRANSACTION NOTICE
EXHIBIT D FORM OF GOODBYE LETTER
EXHIBIT E FORM OF WAREHOUSE LENDER'S RELEASE
EXHIBIT F LIST OF APPROVED MEMBERS OF THE MORTGAGE BACKED SECURITIES DIVISION OF
THE FIXED INCOME CLEARING CORPORATION
EXHIBIT G FORM OF CLOSING PROTECTION LETTER
EXHIBIT H FORM OF SELLER MORTGAGE LOAN SCHEDULE EXHIBIT I SELLER'S UNDERWRITING
GUIDELINES
3
MASTER REPURCHASE AGREEMENT
Dated as of December 4, 2015
AMONG:
BARCLAYS BANK PLC, in its capacity as purchaser (together with its permitted
successors and assigns in such capacity hereunder, "Barclays" or the
"Purchaser") and agent pursuant hereto (together with its permitted successors
and assigns in such capacity hereunder, "Agent");
PENNYMAC LOAN SERVICES, LLC, in its capacity as seller (together with its
permitted successors and assigns in such capacity hereunder, "Seller") and in
its capacity as servicer (together with its permitted successors and assigns in
such capacity hereunder, "Servicer"); and
PRIVATE NATIONAL MORTGAGE ACCEPTANCE COMPANY, LLC, in its capacity as guarantor
(together with its permitted successors and assigns in such capacity hereunder,
"Guarantor").
1.APPLICABILITY
Purchaser may from time to time, upon the terms and conditions set forth herein,
agree to enter into transactions on a committed basis with respect to the
Committed Amount and an uncommitted basis with respect to the Uncommitted
Amount, in which Seller sells to Purchaser Eligible Mortgage Loans, on a
servicing-released basis, against the transfer of funds by Purchaser, with a
simultaneous agreement by Purchaser to transfer to Seller such Purchased Assets
on a date certain not later than one