OMNIBUS AMENDMENT NO. 5 TO SERIES 2016-MSRVF1 REPURCHASE AGREEMENT AND AMENDMENT NO. 6 TO SERIES 2020-SPIADVF1 REPURCHASE AGREEMENT
EXHIBIT 10.6
EXECUTION VERSION
[Information indicated with brackets has been excluded from this exhibit because it is
not material and would be competitively harmful if publicly disclosed]
OMNIBUS AMENDMENT NO. 5 TO SERIES 2016-MSRVF1 REPURCHASE AGREEMENT AND AMENDMENT NO. 6 TO SERIES 2020-SPIADVF1 REPURCHASE AGREEMENT
This Omnibus Amendment No. 5 to the Series 2016-MSRVF1 Repurchase Agreement (as defined below) and Amendment No. 6 to the Series 2020-SPIADVF1 Repurchase Agreement is entered into as of June 28, 2024 (collectively, this “Amendment”), among ATLAS SECURITIZED PRODUCTS, L.P. (the “Administrative Agent”), NEXERA HOLDING LLC (“Nexera” or the “Buyer”) and PennyMac Loan Services, LLC (“PLS” or the “Seller”), and acknowledged by PRIVATE NATIONAL MORTGAGE ACCEPTANCE COMPANY, LLC, as guarantor (the “Guarantor”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Repurchase Agreements (as defined below).
W I T N E S S E T H:
WHEREAS, the Administrative Agent, the Buyer and the Seller are parties to that certain Xxxxxxx and Restated Master Repurchase Agreement, dated as of July 30, 2021 (as amended by Amendment No. 1, dated as of June 8, 2022, Amendment No. 2, dated as of February 7, 2023, Amendment No. 3, dated as of March 16, 2023, and Amendment No. 4, dated as of June 27, 2023, and as may be further amended, restated, supplemented or otherwise modified from time to time, the “Series 2016-MSRVF1 Repurchase Agreement”) and the related Sixth Amended and Restated Pricing Side Letter, dated as of June 28, 2024 (as may be further amended, restated, supplemented or otherwise modified from time to time, the “Series 2016-MSRVF1 Pricing Side Letter”) and that certain Amended and Restated Master Repurchase Agreement, dated as of July 30, 2021 (as amended by Amendment No. 1, dated as of June 8, 2022, Amendment No. 2, dated as of June 9, 2022, Amendment No. 3, dated as of February 7, 2023, Amendment No. 4, dated as of March 16, 2023, and Amendment No. 5, dated as of June 27, 2023, and as may be further amended, restated, supplemented or otherwise modified from time to time, the “Series 2020-SPIADVF1 Repurchase Agreement” and together with Series 2016-MSRVF1 Repurchase Agreement, the “Repurchase Agreements”) and the related Second Amended and Restated Pricing Side Letter, dated as of June 28, 2024 (as may be further amended, restated, supplemented or otherwise modified from time to time, the “Series 2020-SPIADVF1 Pricing Side Letter” and together with Series 2016-MSRVF1 Pricing Side Letter, the “Pricing Side Letters”);
WHEREAS, the Administrative Agent, the Buyer and the Seller have agreed, subject to the terms and conditions of this Amendment, that the Repurchase Agreements be amended to reflect the certain agreed upon revisions to the terms of the Repurchase Agreements;
WHEREAS, the Guarantor is party to that certain Second Amended and Restated Guaranty (as amended by Amendment No. 1, dated as of March 16, 2023, and as may be further
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amended, restated, supplemented or otherwise modified from time to time, the “VFN Repo Guaranty”), dated as of July 30, 2021, by the Guarantor in favor of the Buyer;
WHEREAS, as a condition precedent to amending the Repurchase Agreements, the Buyer has required the Guarantor to ratify and affirm the VFN Repo Guaranty on the date hereof;
WHEREAS, PNMAC GMSR Issuer Trust, as issuer (the “Issuer”), Citibank, N.A., as indenture trustee (in such capacity, the “Indenture Trustee”), as calculation agent (in such capacity, the “Calculation Agent”), as paying agent (in such capacity, the “Paying Agent”) and as securities intermediary (in such capacity, the “Securities Intermediary”), PLS, as administrator (in such capacity, the “Administrator”) and as servicer (in such capacity, the “Servicer”), Atlas Securitized Products, L.P., as an administrative agent, Xxxxxxx Xxxxx Bank USA, as an administrative agent, Nomura Corporate Funding Americas LLC, as an administrative agent, and Pentalpha Surveillance LLC, as credit manager, are parties to that certain Third Amended and Restated Base Indenture, dated as of April 1, 2020 (as amended by Amendment No. 1, dated as of June 8, 2022, Amendment No. 2, dated as of June 9, 2022, and Amendment No. 3, dated as of February 7, 2023, and as may be further amended, restated, supplemented, or otherwise modified from time to time, the “Base Indenture”), as supplemented by the Amended and Restated Series 2016-MSRVF1 Indenture Supplement, dated as February 28, 2018 (as amended by Amendment No. 1, dated as of August 10, 2018, Amendment No. 2, dated as of April 24, 2020, Amendment No. 3, dated as of August 25, 2020, Amendment No. 4, dated as of April 1, 2021, Amendment No. 5, dated as of July 30, 2021, Amendment No. 6, dated as of February 10, 2022, Amendment No. 7, dated as of June 8, 2022, Amendment No. 8, dated as of June 27, 2023, and Amendment No. 9, dated as of June 28, 2024, and as may be further amended, restated, supplemented or otherwise modified from time to time, the “Series 2016-MSRVF1 Indenture Supplement”), by and among the Issuer, the Indenture Trustee, the Calculation Agent, the Paying Agent, the Securities Intermediary, the Administrator, the Servicer and the Administrative Agent, and by the Amended and Restated Series 2020-SPIADVF1 Indenture Supplement, dated February 7, 2023 (as amended by Amendment No. 1, dated as of June 27, 2023, Amendment No. 2, dated as of August 4, 2023, and Amendment No. 3, dated as of June 28, 2024, and as may be further amended, restated, supplemented or otherwise modified from time to time, the “Series 2020-SPIADVF1 Indenture Supplement”), by and among the Issuer, the Indenture Trustee, the Calculation Agent, the Paying Agent, the Securities Intermediary, the Administrator, the Servicer, Atlas Securitized Products, L.P., as an administrative agent, Xxxxxxx Xxxxx Bank USA, as an administrative agent, and Nomura Corporate Funding Americas LLC, as an administrative agent;
WHEREAS, pursuant to Section 10.3(e)(iii) of the Base Indenture, so long as any Note is Outstanding and until all obligations have been paid in full, PLS shall not consent to any amendment, modification or waiver of any term or condition of any Transaction Document, without the prior written consent of the Administrative Agent; and
WHEREAS, the Repurchase Agreements are Transaction Documents.
NOW THEREFORE, the Administrative Agent, the Buyer and the Seller hereby agree, in consideration of the mutual promises and mutual obligations set forth herein, that the Repurchase Agreements are hereby amended as follows:
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“Required Buyers” means, (a) at any time any Obligations are outstanding, Buyers (other than Defaulting Buyers) holding sixty-six and two-thirds percent (66 2/3%) of the Obligations outstanding at such time (excluding the portion of the Obligations owed to a Defaulting Buyer), or (b) at any time there are no Obligations outstanding, “Required Buyers” shall mean the Buyers (other than Defaulting Buyers) holding sixty-six and two-thirds percent (66 2/3%) of Committed Amounts (excluding the Committed Amounts of any Defaulting Buyers).
Commitment Fee and Other Fees. Seller shall pay the Commitment Fee and any other fees, if any, as specified in the Pricing Side Letter. Such payment shall be made in U.S. Dollars in immediately available funds, without deduction, set off or counterclaim, to Administrative Agent at such account designated in writing by Administrative Agent.
(f) Fees. Administrative Agent and Buyers shall have received payment in full of all fees and Expenses (including the Commitment Fee and any other fees set forth in the Pricing Side Letter, if any) which are payable hereunder to Administrative Agent and Buyers on or before such date.
(j) Judgment. A final judgment or judgments for the payment of money in excess of 5% of the Seller’s Adjusted Tangible Net Worth shall be rendered against Seller or any of their Affiliates by one or more courts, administrative tribunals or other bodies having jurisdiction and the same shall not be satisfied, discharged (or provision shall not be made
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for such discharge) or bonded, or a stay of execution thereof shall not be procured, within thirty (30) days from the date of entry thereof.
This Agreement and its terms, provisions, supplements and amendments, and notices hereunder, are proprietary to Buyers or Seller, as applicable and shall be held by each party hereto, as applicable in strict confidence and shall not be disclosed to any third party without the written consent of the Required Buyers or Seller, except for (i) disclosure to Buyers’ or Seller’s direct and indirect Affiliates and Subsidiaries, attorneys or accountants, but only to the extent such disclosure is necessary and such parties agree to hold all information in strict confidence, or (ii) disclosure required by law, rule, regulation or order of a court or other regulatory body. Notwithstanding the foregoing or anything to the contrary contained herein or in any other Program Agreements, the parties hereto may disclose to any and all Persons of any kind, the federal, state and local tax treatment of the Transactions, any fact relevant to understanding the federal, state and local tax treatment of the Transactions, and all materials of any kind (including opinions or other tax analyses) relating to such federal, state and local tax treatment and that may be relevant to understanding such tax treatment; provided that Seller may not disclose the name of or identifying information with respect to Buyers or any pricing terms (including the Pricing Rate, Purchase Price Percentage, Purchase Price and Commitment Fee and any other fees set forth in the Pricing Side Letter (if any)) or other nonpublic business or financial information (including any sublimits) that is unrelated to the federal, state and local tax treatment of the Transactions and is not relevant to understanding the federal, state and local tax treatment of the Transactions, without the prior written consent of Administrative Agent and Xxxxxx.
(a) Seller may enter into Transactions with Buyers under this Agreement on any Purchase Date; provided, that Seller shall have given Administrative Agent and Buyers irrevocable notice (each, a “Transaction Notice”), which notice (i) shall be substantially in the form of Exhibit A, (ii) shall be signed by a Responsible Officer of Seller and be received by Administrative Agent and Buyers prior to 1:00 p.m. (New York time) (a) twenty (20) calendar days with respect to any Committed Amount or (b) two (2) Business Days with respect to any amounts other than a Committed Amount, in each case, prior to the related Purchase Date, and (iii) shall specify: (A) the Market Value (as defined in the PC Repurchase Agreement) of the MSR (as defined in the PC Repurchase Agreement), (B) the Series Invested Amount; (C) the Maximum VFN Principal Balance of the Note; (D) the current Note Balance of the Note/Purchase Price; (E) the requested Additional Balance/Purchase Price; (F) the total Note Balance/Repurchase Price after giving effect to such Transaction; (G) the effective Advance Rate; and (H) any additional terms or
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conditions of the Transaction not inconsistent with this Agreement. Each Transaction Notice on any Purchase Date shall be in an amount equal to at least $500,000.
(h) Fees. Administrative Agent and Buyers shall have received payment in full of all fees and Expenses (including the Commitment Fee and any other fees set forth in the Pricing Side Letter, if any) which are payable hereunder to Administrative Agent and Buyers on or before such date.
(a) Seller may enter into Transactions with Buyers under this Agreement on any Purchase Date; provided, that Seller shall have given Administrative Agent and Buyers irrevocable notice (each, a “Transaction Notice”), which notice (i) shall be substantially in the form of Exhibit A, (ii) shall be signed by a Responsible Officer of Seller and be received by Administrative Agent and Buyers prior to 1:00 p.m. (New York time) (a) twenty (20) calendar days with respect to any Committed Amount or (b) two (2) Business Days with respect to any amounts other than a Committed Amount, in each case, prior to the related Purchase Date, and (iii) shall specify: (A) (i) the Maximum VFN Principal Balance of the Note; (ii) with respect to the first Purchase Date, the Initial Note Balance of the Note, and, with respect to any other Purchase Date, the Additional Balance and (iii) after taking into account the Additional Balance being requested on such Purchase Date, the outstanding VFN Principal Balance of the Note; (B) the Dollar amount of the requested Purchase Price; (C) the requested Purchase Date; and (D) any additional terms or conditions of the Transaction not inconsistent with this Agreement. Each Transaction Notice on any Purchase Date shall be in an amount equal to at least $500,000.
(i) Fees. Administrative Agent and Buyers shall have received payment in full of all fees and Expenses (including the Commitment Fee and any other fees set forth in the
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Pricing Side Letter, if any) which are payable hereunder to Administrative Agent and Xxxxxx on or before such date.
(8)promptly upon the creation, incurrence, assumption or existence of any of the following, notice thereof:
a.any Guarantees, except (x) to the extent reflected in Seller’s financial statements or notes thereto and (y) to the extent the aggregate Guarantees of Seller do not exceed $250,000; and
b.additional material Indebtedness other than (w) the Existing Indebtedness specified on Exhibit B hereto; (x) Indebtedness incurred with Buyers or their Affiliates; (y) Indebtedness incurred in connection with new or existing secured lending facilities; and (z) usual and customary accounts payable for a mortgage company.
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[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. SIGNATURES FOLLOW.]
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IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed as of the date first above written.
| ATLAS SECURITIZED PRODUCTS, L.P., as Administrative Agent | |
| | |
| By: Atlas Securitized Products GP, LLC, its general partner | |
| | |
| By: | /s/ Xxxxxxx Xxxxxxxx |
| Name: | Xxxxxxx Xxxxxxxx |
| Title: | Managing Director |
[PNMAC GMSR – Omnibus Amendment to Series 2016-MSRVF1 and Series 2020-SPIADVF1 Repurchase Agreements]
| NEXERA HOLDING LLC, as a Buyer | |
| | |
| By: | /s/ Xxxxxx X. Xxxxx |
| Name: | Xxxxx Xxxxx |
| Title: | CEO |
[PNMAC GMSR – Omnibus Amendment to Series 2016-MSRVF1 and Series 2020-SPIADVF1 Repurchase Agreements]
| PENNYMAC LOAN SERVICES, LLC, as Seller | |
| | |
| By: | /s/ Xxxxxx Xxxxx |
| Name: | Xxxxxx Xxxxx |
| Title: | Senior Managing Director and Treasurer |
[PNMAC GMSR – Omnibus Amendment to Series 2016-MSRVF1 and Series 2020-SPIADVF1 Repurchase Agreements]
| PRIVATE NATIONAL MORTGAGE ACCEPTANCE COMPANY, LLC, as Guarantor | |
| | |
| By: | /s/ Xxxxxx Xxxxx |
| Name: | Xxxxxx Xxxxx |
| Title: | Senior Managing Director and Treasurer |
[PNMAC GMSR – Omnibus Amendment to Series 2016-MSRVF1 and Series 2020-SPIADVF1 Repurchase Agreements]
EXHIBIT A
SCHEDULE 2
ASSET SCHEDULE
Series 2016-MSRVF1 Variable Funding Note and Additional Balances
Note | Initial Note Balance | Additional Balance(s) | Outstanding VFN Principal Balance | Maximum VFN Principal Balance |
PNMAC GMSR Issuer Trust, Series 2016-MSRVF1 Variable Funding Note | $[****************] | $[*] | $[****************] | $[*************] |
Nexera Pro Rata Share | $[**************] | $[**************] | $[****************] | $[*************] |
Citibank Pro Rata Share | $[**************] | $[**************] | $[*] | $[*] |
Repurchase Price attributable to the Series 2016-MSRVF1 Variable Funding Note and Additional Balances pursuant to the Series 2016-MSRVF1 Repurchase Agreement
| Current Balance | Additional Balance(s) | Outstanding Principal Balance | Maximum Principal Balance |
Aggregate Amount | $[***********] | $[*] | $[***********] | $[***********] |
Exhibit A
Nexera Pro Rata Share | $[**********] | $[**********] | $[***********] | $[***********] |
Citibank Pro Rata Share | $[**********] | $[**********] | $[*] | $[*] |
Exhibit A
EXHIBIT B
SCHEDULE 2
ASSET SCHEDULE
Series 2020-SPIADVF1 Variable Funding Note and Additional Balances
Note | Initial Note Balance | Additional Balance(s) | Outstanding VFN Principal Balance | Maximum VFN Principal Balance |
|---|---|---|---|---|
PNMAC GMSR Issuer Trust, Series 2020-SPIADVF1 Variable Funding Note | $[**************] | $[************] | $[**************] | $[**************] |
Nexera Pro Rata Share | $[*************] | $[**************] | $[*************] | $[**************] |
Citibank Pro Rata Share | $[*************] | $[**************] | $[*************] | $[**************] |
Repurchase Price attributable to the Series 2020-SPIADVF1 Variable Funding Note and Additional Balances pursuant to the Series 2020-SPIADVF1 Repurchase Agreement
| Current Balance | Additional Balance(s) | Outstanding Principal Balance | Maximum Principal Balance |
|---|---|---|---|---|
Aggregate Amount | $[*] | $[*] | $[*] | $[***********] |
Nexera Pro Rata Share | $[*] | $[*] | $[*] | $[***********] |
Citibank Pro Rata Share | $[*] | $[*] | $[*] | $[***********] |
Exhibit B
