AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT among GOLDMAN SACHS BANK USA, as administrative agent (“Administrative Agent”) and PNMAC GMSR VFN FUNDING, LLC, as seller (“Seller”) and PENNYMAC LOAN SERVICES, LLC, as parent (“Parent”) and PRIVATE...
Exhibit 10.98
AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT
among
XXXXXXX XXXXX BANK USA, as administrative agent (“Administrative Agent”)
and
PNMAC GMSR VFN FUNDING, LLC, as seller (“Seller”)
and
PENNYMAC LOAN SERVICES, LLC, as parent (“Parent”)
and
PRIVATE NATIONAL MORTGAGE ACCEPTANCE COMPANY LLC, as a guarantor
and
Buyers from time to time party hereto
Dated as of December 20, 2023
PNMAC GMSR ISSUER TRUST
MSR COLLATERALIZED NOTES,
SERIES 2023-MSRVF1
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TABLE OF CONTENTS
Page
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Schedule 1–Responsible Officers of Seller
Schedule 2–Asset Schedule
Schedule 3–Administrative Agent Account
Exhibit A–Form of Transaction Notice
Exhibit B–Existing Indebtedness
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AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT
This Amended and Restated Master Repurchase Agreement (this “Agreement”) is made as of December 20, 2023, among XXXXXXX XXXXX BANK USA, as administrative agent (in such capacity, the “Administrative Agent”), Buyers (as defined below) from time to time party hereto, PNMAC GMSR VFN FUNDING, LLC, as seller (“Seller”), PENNYMAC LOAN SERVICES, LLC, as parent (“Parent” or “PLS”) and PRIVATE NATIONAL MORTGAGE ACCEPTANCE COMPANY LLC, as a guarantor.
W I T N E S S E T H:
WHEREAS, from time to time the parties hereto may enter into transactions in which Xxxxxx agrees to transfer to Administrative Agent on behalf of the Buyers a certain Note (as defined below) against the transfer of funds by Xxxxxx, with a simultaneous agreement by Buyers to transfer to Seller such Note at a date certain or on demand, against the transfer of funds by Seller. Each such transaction shall be referred to herein as a “Transaction” and, unless otherwise agreed in writing, shall be governed by this Agreement, including any supplemental terms or conditions contained in any annexes identified herein, as applicable hereunder;
WHEREAS, pursuant to the Base Indenture (as defined below) and the Series 2023-MSRVF1 Indenture Supplement (as defined below), PNMAC GMSR ISSUER TRUST (the “Issuer”) has duly authorized the issuance of a Series of Notes, as a single Class of Variable Funding Note, known as the “PNMAC GMSR ISSUER TRUST MSR Collateralized Notes, Series 2023-MSRVF1” (the “Note”);
WHEREAS, Xxxxxx is the owner of the Note;
WHEREAS, Seller wishes to sell the Note to Buyers, which will be held by Administrative Agent on behalf of Xxxxxx, pursuant to the terms of this Agreement;
WHEREAS, Administrative Agent, Xxxxxxx Xxxxx Bank USA (“GS Bank”), as a buyer, and PLS, as seller, previously entered into a Master Repurchase Agreement dated as of February 7, 2023 (the “Original Agreement”); and
WHEREAS, Administrative Agent, GS Bank, Seller, PLS and PNMAC desire to amend and restate the Original Agreement in its entirety, on the terms and subject to the conditions as set forth herein;
NOW, THEREFORE, in consideration of the mutual agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Administrative Agent, Buyers, Seller, PLS and PNMAC hereby agree as follows.
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“1933 Act” means the Securities Act of 1933, as amended from time to time.
“1934 Act” means the Securities Exchange Act of 1934, as amended from time to time.
“Accepted Servicing Practices” means (a) with respect to any Mortgage Loan, the customary and usual standards of mortgage servicing practices of prudent mortgage banking institutions in the business servicing mortgage loans for itself or for other third-party portfolios of mortgage loans of the same type as such Mortgage Loan in the jurisdiction where the related mortgaged property is located; and (b) with respect to all MSRs, those practices required by Xxxxxx Xxx; provided, however, that in all cases the accepted servicing practices must (i) comply with the terms of applicable Laws and the related loan documents and (ii) meet a standard of care not less than customary, reasonable and usual standards of practice for institutions that service loans that are similar to the Mortgage Loans.
“Act of Insolvency” means, with respect to any Person,
(a) such Person shall become insolvent or generally fail to pay, or admit in writing its inability to pay, its debts as they become due, or shall voluntarily commence any proceeding or file any petition under any bankruptcy, insolvency or similar Law, which proceeding or petition seeks dissolution, liquidation or reorganization or the appointment of a receiver, trustee, custodian, conservator or liquidator for itself or a substantial portion of its property, assets or business or to effect a plan or other arrangement with its creditors, or shall file any answer admitting the jurisdiction of the court and the material allegations of an involuntary petition filed against it in any bankruptcy, insolvency or similar proceeding, or shall be adjudicated bankrupt, or shall make a general assignment for the benefit of creditors, or such Person, or a substantial part of its property, assets or business, shall be subject to, consent to or acquiesce in the appointment of a receiver, trustee, custodian, conservator or liquidator for itself or a substantial property, assets or business;
(b) corporate action shall be taken by such Person for the purpose of effectuating any of the foregoing;
(c) an order for relief shall be entered in a case under the Bankruptcy Code in which such Person is a debtor; or
(d) involuntary proceedings or an involuntary petition shall be commenced or filed against such Person under any bankruptcy, insolvency or similar Law, which proceeding or petition seeks dissolution, liquidation or reorganization of such Person or the appointment of a receiver, trustee, custodian, conservator or liquidator for such Person or of a substantial part of the property, assets or business of such Person, or any writ, order, judgment, warrant of attachment,
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execution or similar process shall be issued or levied against a substantial part of the property, assets or business of such Person.
“Additional Balance” has the meaning set forth in Section 2.13.
“Additional Repurchase Assets” has the meaning set forth in Section 4.02(b).
“Adjusted Committed Amount” has the meaning given such term in the Pricing Side Letter.
“Adjusted Maximum Purchase Price” has the meaning given such term in the Pricing Side Letter.
“Adjusted Tangible Net Worth” has the meaning given such term in the Pricing Side Letter.
“Administrative Agent” has the meaning given to such term in the preamble to this Agreement.
“Administrative Agent Account” means the account identified on Schedule 3 hereto.
“Affiliate” means, with respect to any Person, any “affiliate” of such Person, as such term is defined in the Bankruptcy Code; provided, however, that in respect of Seller the term “Affiliate” shall include only PNMAC and its wholly owned subsidiaries.
“Aggregate Facility Transaction Limit” has the meaning assigned to such term in the Pricing Side Letter.
“Aggregate Outstandings” has the meaning assigned to such term in the Pricing Side Letter.
“Agreement” has the meaning given to such term in the preamble to this Agreement.
“Applicable Lending Office” means the “lending office” of Administrative Agent or a Buyer (or of an Affiliate of Administrative Agent or a Buyer) designated on the signature page hereof or such other office of Administrative Agent or a Buyer (or of an Affiliate of Administrative Agent or a Buyer) as Administrative Agent or the applicable Buyer may from time to time specify to Seller in writing as the office by which the Transactions are to be made and/or maintained.
“Approved Subservicer” means any subservicer approved in writing by Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) and any Interim Servicer (as defined in the Base Indenture).
“Approved Subservicing Agreement” means any subservicing agreement approved in writing by Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) with an Approved Subservicer, as the context may require.
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“Asset Schedule” means Schedule 2 attached hereto, which lists the Note and the terms thereof, as such schedule shall be updated from time to time in accordance with Section 2.02 hereof, including in connection with Administrative Agent’s approval of any Additional Balances pursuant to Section 2.13.
“Asset Value” has the meaning assigned to such term in the Pricing Side Letter.
“Bankruptcy Code” means the United States Bankruptcy Code of 1978, as amended.
“Base Indenture” means the Third Amended and Restated Base Indenture, dated as of April 1, 2020, among Issuer, Administrative Agent, Citibank, N.A., as indenture trustee, as calculation agent, as paying agent and as securities intermediary, PLS, as administrator and as servicer, Administrative Agent, Atlas Securitized Products, L.P. (as successor to Credit Suisse First Boston Mortgage Capital LLC) and Nomura Corporate Funding Americas, LLC, each as an administrative agent, and the Credit Manager, including the schedules and exhibits thereto, as amended by Amendment No. 1 dated as of June 8, 2022, as further amended by Amendment No. 2, dated as of June 9, 2022, and by Amendment No. 3, dated February 7, 2023 as may be further amended, restated, supplemented or otherwise modified from time to time.
“Base Rate” has the meaning assigned to such term in the Pricing Side Letter.
“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.
“Business Day” means any day excluding Saturday, Sunday, any day which is a legal holiday under the laws of the State of New York, any day on which banking institutions located in any such state are authorized or required by law or other governmental action to close, and any day on which the New York Stock Exchange or the Federal Reserve Bank of New York is authorized or obligated by law or executive order to be closed.
“Buyer” means each Person listed on the signature pages to this Agreement as a Buyer, together with any successors, and any assignees, Participant (subject to the restrictions in Section 9.02) or Transferee in the Transaction.
“Buyer Indebtedness” means GS Indebtedness.
“Change in Control” means any of the following shall occur without the prior written consent of Administrative Agent:
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“Closing Date” has the meaning assigned to such term in the Pricing Side Letter.
“Code” means the Internal Revenue Code of 1986, as amended from time to time.
“Commitment” means, with respect to any Buyer, the obligation of such Buyer to enter into Transactions with Seller with an aggregate outstanding Purchase Price at any one time not to exceed such Buyer’s Adjusted Committed Amount.
“Committed Amount” has the meaning assigned to such term in the Pricing Side Letter.
“Commitment Period” means the period from and including the Closing Date to but not including the Termination Date or such earlier date on which the Commitment shall have terminated pursuant to this Agreement.
“Confidential Information” has the meaning set forth in Section 11.11(b).
“Contribution Agreement” means the Contribution Agreement, dated as of December 20, 2023, by and between Seller and Parent.
“Control”, “Controlling” or “Controlled” means the possession of the power to direct or cause the direction of the management or policies of a Person through the right to exercise voting power or by contract, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.
“Covered Entity” shall mean any of the following:
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(c)a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R.§ 382.2(b).
“Credit Manager” means Pentalpha Surveillance LLC and any successor thereto in such capacity.
“Default” means an event, condition or default that, with the giving of notice, the passage of time, or both, would constitute an Event of Default.
“Default Rights” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.
“Defaulting Buyer” has the meaning set forth in Section 2.02(c).
“Defaulting Buyer Deficiency” has the meaning set forth in Section 2.02(c).
“Division” means, with respect to any Person that is a limited liability company organized under the laws of the State of Delaware, that any such Person (a) divides into two or more Persons (whether or not the original Person or Subsidiary thereof survives such division) or (b) creates, or reorganizes into, one or more series, in each case, as contemplated under the laws of the State of Delaware, including Section 18-217 of the Delaware Limited Liability Company Act.
“Dollars” and “$” means dollars in lawful currency of the United States of America.
“Equity Interests” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation), including partnership interests and membership interests, and any and all warrants, rights or options to purchase or other arrangements or rights to acquire any of the foregoing.
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder.
“ERISA Affiliate” means any person (as defined in Section 3(9) of ERISA) that together with Parent or PNMAC would be a member of the same “controlled group” or is treated as a single employer under Section 414(b) or (c) of the Code or solely for purposes of Section 302 of ERISA and Section 412 of the Code is treated as single employer described in Section 414 of the Code.
“ERISA Event” has the meaning assigned to such term in Section 6.21(a)(iii)(6).
“Event of Default” has the meaning assigned to such term in Section 7.01.
“Existing Indebtedness” has the meaning specified in Section 3.22.
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“Expenses” means all present and future expenses reasonably incurred by or on behalf of Administrative Agent and Buyers in connection with the negotiation, execution or enforcement of this Agreement or any of the other Program Agreements and any amendment, supplement or other modification or waiver related hereto or thereto, whether incurred heretofore or hereafter, which expenses shall include the reasonable and documented cost of title, lien, judgment and other record searches; reasonable and documented attorneys’ fees; any ongoing audits or due diligence costs in connection with valuation, entering into Transactions or determining whether a Margin Deficit may exist; and costs of preparing and recording any UCC financing statements or other filings necessary to perfect the security interest created hereby.
“FATCA” Sections 1471 through 1474 of the Code as of the date of this Agreement (or any amended or successor version that is substantially comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any U.S. or non-U.S. fiscal or regulatory legislation, guidance, notes, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code.
“Fee Letters” means the Pricing Side Letter and any other fee letter entered into from time to time between Administrative Agent and/or any Buyer on the one hand and one or more of Seller and/or the VFN Guarantors on the other hand.
“Fees” means any fees described in the Fee Letters.
“FHA” means the Federal Housing Administration, an agency within HUD, or any successor thereto, and including the Federal Housing Commissioner and the Secretary of HUD where appropriate.
“Fidelity Insurance” means insurance coverage with respect to employee errors, omissions, dishonesty, forgery, theft, disappearance and destruction, robbery and safe burglary, property (other than money and securities) and computer fraud in an aggregate amount acceptable to PLS’s regulators.
“GAAP” means U.S. generally accepted accounting principles that are (i) consistent with the principles promulgated or adopted by the Financial Accounting Standards Board and its successors, as in effect from time to time, and (ii) applied consistently with principles applied to past financial statements of the applicable Person and its subsidiaries; provided, that a certified public accountant would, insofar as the use of such accounting principles is pertinent, be in a position to deliver an unqualified opinion (other than a qualification regarding changes in generally accepted accounting principles) that such principles have been properly applied in preparing such financial statements.
“Xxxxxx Xxx” means the Government National Mortgage Association, its successors and assigns.
“Xxxxxx Xxx Contract” means (i) 12 U.S.C. § 1721(g) and the implementing regulations governing the Xxxxxx Xxx MBS Program, 24 C.F.R. Part 300; (ii) applicable guaranty
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agreements and contractual agreements between Xxxxxx Xxx and Parent; and (iii) the Xxxxxx Xxx Guide and other applicable guides and amendments.
“Xxxxxx Xxx Facility Outstandings” has the meaning assigned to such term in the Pricing Side Letter.
“Xxxxxx Xxx Guide” means the Xxxxxx Xxx Mortgage-Backed Securities Guide, Handbook 5500.3, Rev. 1, as amended from time to time, and any related announcements, directives and correspondence issued by Xxxxxx Xxx.
“Xxxxxx Xxx Requirements” means all rights, powers, interests and prerogatives of Xxxxxx Xxx in and to the MSRs arising under the Xxxxxx Xxx Contract, the Acknowledgment Agreement or any other agreement between Seller and Xxxxxx Xxx.
“GLB Act” has the meaning set forth in Section 11.11(b).
“Governmental Actions” means any and all consents, approvals, permits, orders, authorizations, waivers, exceptions, variances, exemptions or licenses of, or registrations, declarations or filings with, any Governmental Authority required under any Governmental Rules.
“Governmental Authority” means any nation or government, any state or other political subdivision thereof, or any entity exercising executive, legislative, judicial, regulatory or administrative functions over Administrative Agent, any Seller Party or any Buyer, as applicable.
“Governmental Rules” means any and all laws, statutes, codes, rules, regulations, ordinances, orders, writs, decrees and injunctions, of any Governmental Authority and any and all legally binding conditions, standards, prohibitions, requirements and judgments of any Governmental Authority.
“GS Bank” has the meaning given to such term in the recitals to this Agreement.
“GS Indebtedness” means Indebtedness (other than hereunder), entered into between (i) GS Bank or one of its Affiliates, and (ii) any one or more of PNMAC or any of its Subsidiaries.
“Guarantee” means, as to any Person, any obligation of such Person directly or indirectly guaranteeing any Indebtedness of any other Person or in any manner providing for the payment of any Indebtedness of any other Person or otherwise protecting the holder of such Indebtedness against loss (whether by virtue of partnership arrangements, by agreement to keep-well, to purchase assets, goods, securities or services, or to take-or-pay or otherwise); provided that the term “Guarantee” shall not include (i) endorsements for collection or deposit in the ordinary course of business, or (ii) obligations to make servicing advances for delinquent taxes and insurance or other obligations in respect of a mortgaged property. The amount of any Guarantee of a Person shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by such Person in good faith. The terms “Guarantee” and “Guaranteed” used as verbs shall have correlative meanings.
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“Indebtedness” has the meaning assigned to such term in the Pricing Side Letter.
“Indenture” means the Base Indenture, together with the Series 2023-MSRVF1 Indenture Supplement thereto.
“Indenture Trustee” means Citibank, N.A., its permitted successors and assigns.
“Independent Manager” means the independent manager appointed in accordance with the Organizational Documents of Seller.
“Issuer” has the meaning given to such term in the recitals to this Agreement.
“Laws” means any law (including common law), constitution, statute, treaty, regulation, rule, ordinance, order, injunction, writ, decree or award of any Governmental Authority.
“Lien” means, with respect to any property or asset of any Person (a) any mortgage, lien, pledge, charge or other security interest or encumbrance of any kind in respect of such property or asset or (b) the interest of a vendor or lessor arising out of the acquisition of or agreement to acquire such property or asset under any conditional sale agreement, lease purchase agreement or other title retention agreement.
“Margin” has the meaning assigned to such term in the Pricing Side Letter.
“Margin Asset Value” has the meaning assigned to such term in the Pricing Side Letter.
“Margin Call” has the meaning set forth in Section 2.05(a).
“Margin Deadlines” has the meaning set forth in Section 2.05(b).
“Margin Deficit” has the meaning set forth in Section 2.05(a).
“Margin Stock” shall have the meaning set forth in Regulation U.
“Material Adverse Change” means the occurrence of an event or a change in circumstances that had or is reasonably likely to have a Material Adverse Effect.
“Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, assets, condition (financial or otherwise) or prospects of any Seller Party or any Affiliate that is a party to any Program Agreement; (b) a material impairment of the ability of any Seller Party or any Affiliate that is a party to any Program Agreement to perform under any Program Agreement and to avoid any Event of Default; (c) a material adverse effect upon the legality, validity, binding effect or enforceability of any Program Agreement against any Seller Party or any Affiliate that is a party to any Program Agreement or (d) a material adverse effect upon the existence, perfection, priority or enforceability of Administrative Agent’s security interest in a material portion of the Repurchase Assets.
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“Maximum Purchase Price” has the meaning assigned to such term in the Pricing Side Letter.
“Monthly Report Date” has the meaning set forth in Section 6.21(c).
“Multiemployer Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA to which PLS or any of its ERISA Affiliates has contributed, or has been obligated to contribute.
“Non-Excluded Taxes” has the meaning set forth in Section 2.11(a).
“Note” has the meaning given to such term in the recitals to this Agreement.
“Notice” or “Notices” means all requests, demands and other communications, in writing (including facsimile transmissions and e-mails), sent by overnight delivery service, facsimile transmission, electronic transmission or hand-delivery to the intended recipient at the address specified in Section 11.05 or, as to any party, at such other address as shall be designated by such party in a written notice to the other party.
“Obligations” means (a) all of Seller’s indebtedness, obligations to pay the outstanding principal balance of the Purchase Price, together with interest thereon on the Termination Date, outstanding interest due on each Price Differential Payment Date, and other obligations and liabilities, to Administrative Agent, Buyers or their respective Affiliates arising under, or in connection with, the Program Agreements, whether on account of principal, interest, reimbursement obligations, fees, indemnities, out-of-pocket costs, and expenses (including all fees, charges and disbursements of counsel to Administrative Agent or any Buyer that are required to be paid by Seller pursuant hereto or under any other Program Agreement) or otherwise, whether now existing or hereafter arising; (b) any and all sums reasonably incurred and paid by Administrative Agent or Buyers or on behalf of Administrative Agent or Buyers in order to preserve any Repurchase Asset or its interest therein; (c) all Servicing Diligence Agent Fees; (d) in the event of any proceeding for the collection or enforcement of any of Seller’s indebtedness, obligations or liabilities referred to in this definition, the reasonable expenses of retaking, holding, collecting, preparing for sale, selling or otherwise disposing of or realizing on any Repurchase Asset, or of any exercise by Administrative Agent or Buyers of their respective rights under the Program Agreements, including reasonable attorneys’ fees and disbursements and court costs’ and (e) all of Seller’s indemnity obligations to Administrative Agent and Buyers pursuant to the Program Agreements.
“OFAC” means the United States Treasury Department’s Office of Foreign Assets Control.
“Officer’s Compliance Certificate” has the meaning assigned to such term in the Pricing Side Letter.
“Organizational Documents” means the corporate charter and by-laws, the articles of organization and operating agreement and the partnership certificate and partnership agreement, as applicable of a Person.
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“Other Taxes” has the meaning set forth in Section 2.11(b).
“Parent” has the meaning assigned to such term in the preamble to this Agreement.
“Participant” has the meaning set forth in Section 9.02(a).
“PBGC” means the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.
“Pension Protection Act” means the Pension Protection Act of 2006, as amended from time to time.
“Person” means an individual, partnership, corporation (including a business trust), limited liability company, joint stock company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof.
“Plan” means any “employee pension benefit plan” within the meaning of Section 3(2) of ERISA that is subject to Title IV of ERISA or Section 412 of the Code (other than a Multiemployer Plan) and that is maintained and contributed to by (or to which there is an obligation to contribute), or at any time during the five (5) calendar years preceding the date of this Agreement was maintained or contributed to by (or to which there was an obligation to contribute), PLS or any Subsidiary thereof or any of their respective ERISA Affiliates.
“PLS” has the meaning given to such term in the preamble to this Agreement.
“PNMAC” means Private National Mortgage Acceptance Company, LLC, its permitted successors and assigns.
“Price Differential” means with respect to any Transaction as of any date of determination, an amount equal to the product of (A) the Pricing Rate for such Transaction and (B) the Purchase Price for such Transaction, calculated daily on the basis of a 360 day year for the actual number of days during the Price Differential Period.
“Price Differential Payment Date” means, for as long as any Obligations shall remain owing by Seller to Administrative Agent or Buyers, each Payment Date (as defined in the Indenture).
“Price Differential Period” means, the period from and including a Price Differential Payment Date, up to but excluding the next Price Differential Payment Date.
“Price Differential Statement Date” has the meaning set forth in Section 2.04.
“Pricing Rate” means Base Rate plus the applicable Margin.
“Pricing Side Letter” means the letter agreement captioned “Amended and Restated MSR Pricing Side Letter” dated as of December 20, 2023, among Administrative Agent, Buyers, Seller, Parent and PNMAC, as amended, restated, supplemented or otherwise modified from time to time.
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“Primary Repurchase Assets” has the meaning set forth in Section 4.02(a).
“Proceeds” means “proceeds” as defined in Section 9-102(a)(64) of the UCC.
“Program Agreements” means this Agreement, the Fee Letters, the VFN Guaranty, the Contribution Agreement, the Base Indenture, the Servicing Diligence Agreement (as defined in the Pricing Side Letter) and the Series 2023-MSRVF1 Indenture Supplement, as each of the same may hereafter be amended, restated, supplemented or otherwise modified from time to time; provided, however, that the Program Agreements shall not include any rights created pursuant to an Indenture Supplement other than the Series 2023-MSRVF1 Indenture Supplement, or any rights under the Base Indenture or any other Program Agreements relating to such other Indenture Supplements.
“Property” means any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible.
“Pro Rata Share” means, with respect to each Buyer, a percentage equal to a fraction, the numerator of which is the amount of such Buyer’s Committed Amount at such time and the denominator of which is the aggregate Committed Amount of each Buyer at such time; provided that, with respect to the application of payments pursuant to Section 2.07, “Pro Rata Share” means, with respect to each Buyer, a percentage equal to a fraction, the numerator of which is equal to such Xxxxx’s aggregate outstanding Purchase Price and the denominator of which is the aggregate Purchase Price outstanding hereunder.
“Purchase Date” means, subject to the satisfaction of the conditions precedent set forth in Article V hereof, each Funding Date (as defined in the Indenture) on which a Transaction is entered into by Administrative Agent (as agent for Buyers) pursuant to Section 2.02 or such other mutually agreed upon date as more particularly set forth on Exhibit A hereto.
“Purchase Price” means on any date of determination:
(i) the price at which each Purchased Asset (or portion thereof) is transferred by Seller to Buyers (or Administrative Agent, as agent and bailee for Buyers), which shall equal the Asset Value of such Purchased Asset on the related Purchase Date, minus
(ii)the sum of (a) any Purchase Price paid with respect to such Purchased Asset pursuant to Section 2.03, plus (b) any Additional Note Payment made with respect to such Purchased Asset pursuant to Section 4.4(b) or Section 4.5(e) of the Indenture, plus (c) any Redemption Amount paid pursuant to Section 13.1 of the Indenture, plus (d) any amounts paid or applied with respect to such Purchased Asset pursuant to Section 2.05.
“Purchase Price Percentage” has the meaning assigned to such term in the Pricing Side Letter.
“Purchased Assets” means, collectively, the Note and all outstanding Additional Balances together with the Repurchase Assets related to such Note and Additional Balances transferred by Seller to Administrative Agent, as agent and bailee for Buyers, in a Transaction hereunder, as listed on the related Asset Schedule attached to the related Transaction Notice.
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“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).
“Records” means all instruments, agreements and other books, records, and reports and data generated by other media for the storage of information maintained by any Seller Party, or any other Person with respect to the Purchased Assets.
“Register” has the meaning set forth in Section 9.02(b).
“Reportable Event” means a reportable event as defined in Section 4043 of ERISA with respect to a Plan as to which the PBGC has not waived the requirement of Section 4043(a) of ERISA that it be notified within thirty (30) days of the occurrence of such event.
“Repurchase Assets” has the meaning set forth in Section 4.02(b).
“Repurchase Rights” has the meaning set forth in Section 4.02(b).
“Repurchase Date” means the earlier of (i) the Termination Date or (ii) the date requested by Seller on which the Repurchase Price is paid pursuant to Section 2.03.
“Repurchase Price” means the price at which Purchased Assets are to be transferred by or on behalf of Buyers to Seller upon termination of a Transaction, which will be determined in each case (including Transactions terminable upon demand) as the sum of the Purchase Price and the accrued but unpaid Price Differential as of the date of such determination.
“Required Buyer” means GS Bank.
“Requirement of Law” means, with respect to any Person, any law, treaty, rule or regulation or determination of an arbitrator, a court or other Governmental Authority, applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.
“Responsible Officer” means as to any Person, the chief executive officer or, with respect to financial matters, the chief financial officer or treasurer of such Person. The Responsible Officers of each Seller Parties as of the Closing Date are listed on Schedule 1 hereto.
“SEC” means the Securities and Exchange Commission, or any successor thereto.
“Seller” has the meaning assigned to such term in the preamble to this Agreement.
“Seller Parties” means Seller and Parent.
“Seller Termination Option” means (a) a Buyer has or shall incur material costs in connection with those matters provided for in Section 2.10 or 2.11 and (b) Administrative Agent on behalf of a Buyer requests that Seller pay to such Buyer those costs in connection therewith.
“Series 2020-SPIADVF1 GS Repurchase Agreement” means the Amended and Restated Series 2020-SPIADVF1 Repurchase Agreement, dated as of December 20, 2023, among
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PNMAC SPIA VFN Funding, LLC, Parent, PNMAC, Xxxxxxx Xxxxx Bank USA, as administrative agent, and the buyers from time to time party thereto.
“Series 2020-SPIADVF1 Indenture Supplement” means the Amended and Restated Series 2020-SPIADVF1 Indenture Supplement, dated as of February 7, 2023, among the Issuer, Citibank, N.A., as indenture trustee, as calculation agent, as paying agent and as securities intermediary, PLS, as administrator and as servicer, Xxxxxxx Xxxxx Bank USA, as an administrative agent and Atlas Securitized Products, L.P., as an administrative agent, as amended, restated, supplemented or otherwise modified from time to time.
“Series 2023-MBSADV1 GS Indenture Supplement” means the Series 2023-MBSADV1 Indenture Supplement, dated as of February 7, 2023, among the Issuer, Citibank, N.A., as indenture trustee, as calculation agent, as paying agent and as securities intermediary, PLS, as administrator and as servicer, and Xxxxxxx Xxxxx Bank USA, as administrative agent, as amended, restated, supplemented or otherwise modified from time to time.
“Series 2023-MBSADV1 GS Note Purchase Agreement” means the Amended and Restated Series 2023-MBSADV1 Note Purchase Agreement, dated as of February 7, 2023, among the Issuer, Xxxxxxx Xxxxx Bank USA, as administrative agent and as a purchaser, and the other purchasers from time to time party thereto.
“Series 2023-MSRVF1 Indenture Supplement” means the Series 2023-MSRVF1 Indenture Supplement, dated as of February 7, 2023, among the Issuer, Citibank, N.A., as indenture trustee, as calculation agent, as paying agent and as securities intermediary, PLS, as administrator and as servicer, and Xxxxxxx Xxxxx Bank USA, as administrative agent, as amended, restated, supplemented or otherwise modified from time to time.
“Servicing Diligence Agent Agreement” means the Servicing Diligence Agent Agreement dated as of February 7, 2023, among PLS, Weston Portfolio Group, LLC, as servicing diligence agent and Administrative Agent.
“Servicing Diligence Agent Fees” has the meaning assigned to such term in the Pricing Side Letter.
“Specified Governmental Entity” means The Federal National Mortgage Association, Federal Home Loan Mortgage Corporation, Xxxxxx Xxx, HUD, the FHA, the VA or the United States Department of Agriculture Rural Development and, in each case any successor thereto.
“Subsidiary” has the meaning assigned to such term in the Pricing Side Letter.
“Taxes” has the meaning assigned to such term in Section 2.11(a).
“Termination Date” has the meaning assigned to such term in the Pricing Side Letter.
“Transaction” has the meaning assigned to such term in the recitals to this Agreement.
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“Transaction Documents” means, collectively, (i) the Indenture, the Series 2023-MBSADV1 GS Note Purchase Agreement, the PC Repurchase Agreement, this Agreement, the Series 2020-SPIADVF1 GS Repurchase Agreement, the Contribution Agreement, the Participation Agreements, the PC Guaranty, the PMT Guaranty, the Pricing Side Letter, the Participation Certificate Schedule, all Notes, the Trust Agreement, the Administration Agreement, the Series 2023-MSRVF1 Indenture Supplement, the Series 2020-SPIADVF1 Indenture Supplement, the Series 2023-MBSADV1 GS Indenture Supplement, the Credit Management Agreement, the Advance Verification Agent Agreement, the Servicing Diligence Agent Agreement and the MSR Valuation Agent Agreement and (ii) each of the other documents, instruments and agreements entered into on the date hereof and thereafter in connection with any of the foregoing or the transactions contemplated thereby, each as amended, supplemented, restated, or otherwise modified from time to time; provided, that clause (ii) shall not be deemed to include (a) any repurchase agreement or financing arrangement relating to any variable funding note or any Indenture Supplement where Xxxxxxx Xxxxx Bank USA is not the applicable administrative agent, or (b) any related rights pursuant to any document referenced in part (a) stemming therefrom.
“Transaction Notice” has the meaning assigned to such term in Section 2.02(a).
“Transaction Register” has the meaning assigned to such term in Section 9.03(b).
“Transferee” has the meaning set forth in Section 9.02(b).
“Uniform Commercial Code” or “UCC” means the Uniform Commercial Code as in effect on the Closing Date in the State of New York or the Uniform Commercial Code as in effect in the applicable jurisdiction.
“VA” means the U.S. Department of Veterans Affairs, an agency of the United States of America, or any successor thereto including the Secretary of Veterans Affairs.
“VFN Guarantor” means PNMAC, PLS and PNMAC SPIA VFN Funding, LLC, each in its capacity as guarantor under the VFN Guaranty.
“VFN Guaranty” means the Amended and Restated Guaranty, dated as of the Closing Date, pursuant to which each VFN Guarantor fully and unconditionally guarantees the obligations of Seller hereunder.
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and the result of any of the foregoing is to increase the cost to such Buyer, by an amount which such Buyer deems to be material, of entering, continuing or maintaining this Agreement or any other Program Agreement, the Transactions or to reduce any amount due or owing hereunder in respect thereof, then, in any such case, Seller shall promptly pay such Buyer such additional amount or amounts as calculated by such Buyer in good faith as will compensate such Buyer for such increased cost or reduced amount receivable.
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Each Seller Party represents and warrants to Administrative Agent and Buyers as of the Closing Date and as of each Purchase Date for any Transaction that:
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If any condition specified in this Section 5.03 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by Administrative Agent and Buyers by notice to PLS at any time at or prior to the Closing Date, and neither Administrative Agent nor any Buyer shall incur any liability as a result of such termination.
Each Seller Party covenants and agrees that until the payment and satisfaction in full of all Obligations, whether now existing or arising hereafter, shall have occurred:
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aggregate Guarantees of Seller do not exceed $250,000; and
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.
Documents required to be delivered pursuant to Sections 6.21(a)(iii)(2) and (3) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System.
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the terms of this Agreement and/or the Pricing Side Letter shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement, such that such terms operate in favor of Administrative Agent and Buyers; provided, that in the event that such More Favorable Agreement is terminated, upon notice by such Seller Party to Administrative Agent of such termination, the original terms of this Agreement and/or Pricing Side Letter shall be deemed to be automatically reinstated. Seller Parties further agree to execute and deliver any new guaranties, agreements or amendments to this Agreement and/or Pricing Side letter evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment but shall merely be for the convenience of the parties hereto. Upon any Seller Party or any Subsidiary or an Affiliate thereof entering into any such repurchase agreement, credit facility or other comparable agreement with any Person other than Administrative Agent or an Affiliate of Administrative Agent, such related Seller Party shall provide notice to Administrative Agent of such more favorable terms contained in such More Favorable Agreement (including a summary thereof) no later than the next date on which such Seller Party is required to deliver an Officer’s Compliance Certificate; which notice requirement may be satisfied by PNMAC including such information such Officer’s Compliance Certificate.
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If to Seller:
PNMAC GMSR VFN Funding, LLC
0000 Xxxxxxxxx Xxxx
Xxxxxxxx Xxxxxxx, XX 00000
Attention: Xxxxxx Xxxxx/Xxxxxxx Xxxxxx
Phone Number: (000) 000-0000/ (000) 000-0000 / (000) 000-0000
E-mail: xxxxxx.xxxxx@xxxxxxxx.xxx;
xxxxxxx.xxxxxx@xxxxxxxx.xxx;
xxxxxxxx.xxxxxxx@xxxxx.xxx;
xxxx.xxxxx@xxxxxxxx.xxx
If to Parent,
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PennyMac Loan Services, LLC
0000 Xxxxxxxxx Xxxx
Xxxxxxxx Xxxxxxx, XX 00000
Attention: Xxxxxx Xxxxx/Xxxxxxx Xxxxxx
Phone Number: (000) 000-0000/ (000) 000-0000 / (000) 000-0000
E-mail: xxxxxx.xxxxx@xxxxxxxx.xxx;
xxxxxxx.xxxxxx@xxxxxxxx.xxx;
xxxxxxxx.xxxxxxx@xxxxx.xxx;
xxxx.xxxxx@xxxxxxxx.xxx
with a copy to:
PennyMac Loan Services, LLC
0000 Xxxxxxxxx Xxxx
Xxxxxxxx Xxxxxxx, XX 00000
Attention: Xxxxx Xxxxx
Phone Number: (000) 000-0000
E-mail: xxxxx.xxxxx@xxxxxxxx.xxx
If to Administrative Agent:
Xxxxxxx Xxxxx Bank USA
0000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000
Attention: Warehouse Lending
E-mail: xx-xxxxxxxxx-xx@xx.xxx; xx-xxxxxxxxxxxxxxxx@xx.xxx
If to a Buyer:
at the address specified on the related signature page
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In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Program Agreements that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Program Agreements were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Buyer shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.
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IN WITNESS WHEREOF, Administrative Agent, Seller, Xxxxxx and Buyers have caused this Amended and Restated Master Repurchase Agreement to be executed and delivered by their duly authorized officers or trustees as of the date first above written.
XXXXXXX XXXXX BANK USA, as Administrative Agent
By: /s/ Xxxxxxxx Xxxx
Name: Xxxxxxxx Xxxx
Title: Authorized Signatory
XXXXXXX XXXXX BANK USA, as a Buyer
By: /s/ Xxxxxxxx Xxxx
Name: Xxxxxxxx Xxxx
Title: Authorized Signatory
Notice address:
Xxxxxxx Xxxxx Bank USA
0000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000
Attention: Warehouse Lending
E-mail: xx-xxxxxxxxx-xx@xx.xxx;
xx-xxxxxxxxxxxxxxxx@xx.xxx
[Signature Page to MSRVF1 A&R Master Repurchase Agreement]
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XXxxxxx Xxxxx Bank usa, as Administrative Agent
By: /s/ Xxxxxxxx Xxxx
Name: Xxxxxxxx Xxxx
Title: Authorized Signatory
[Signature Page to MSRVF1 A&R Master Repurchase Agreement]
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PNMAC GMSR VFN FUNDING, LLC,
as Seller
By: /s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: Senior Managing Director and Treasurer
PENNYMAC LOAN SERVICES, LLC, as Parent and a VFN Guarantor
By: /s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: Senior Managing Director and Treasurer
PRIVATE NATIONAL MORTGAGE ACCEPTANCE COMPANY LLC, as a VFN Guarantor
By: /s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: Senior Managing Director and Treasurer
[Signature Page to MSRVF1 A&R Master Repurchase Agreement]
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SCHEDULE 1
RESPONSIBLE OFFICERS – SELLER PARTIES
SELLER AUTHORIZATIONS
Any of the persons whose signatures and titles appear below are authorized, acting singly, to act for Seller under this Agreement:
Responsible Officers for execution of Program Agreements and amendments:
Name | | Title | | Signature |
Xxxxxx Xxxxx | | Senior Managing Director and Treasurer | | |
Responsible Officers for execution of Transaction Notices and day-to-day operational functions:
Name | | Title | | Signature |
Xxxxxx Xxxxx | | Senior Managing Director and Treasurer | | |
Xxxxxxx Xxxxxxx | | Senior Managing Director, | | |
Xxxxxx Xxxxxxxxx | | Senior Managing Director, Head of Secondary Marketing | | |
Xxxxx Xxxxxxxxxxx | | Executive Vice President, Investor Relations | | |
Xxxxxxx Xxxxxx | | Senior Vice President, Treasury | | |
Xxxxxxx Xxxxxxxxxx | | First Vice President, Secondary Marketing Operations | | |
Schedule 1-1
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Xxxxxx Xxxxxxx | | Authorized Representative | | |
Xxxx Xxxxxxxxxx | | Authorized Representative | | |
Xxxxxxxx Xxxxxxx | | Authorized Representative | | |
Xxxxxxxx Xxxxxxxxxx | | Authorized Representative | | |
PARENT AUTHORIZATIONS
Any of the persons whose signatures and titles appear below are authorized, acting singly, to act for Parent under this Agreement:
Responsible Officers for execution of Program Agreements and amendments:
Name | | Title | | Signature |
Xxxxxx Xxxxx | | Senior Managing Director and Treasurer | | |
Schedule 1-2
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SCHEDULE 2
ASSET SCHEDULE
Note | Initial Note Balance | Additional Balance(s) | Outstanding VFN Principal Balance | Maximum VFN Principal Balance |
|---|---|---|---|---|
PNMAC GMSR ISSUER TRUST, Class A-MSRVF1 Variable Funding Note | $120,000,000 | $0 | $120,000,000 | $2,000,000,000 |
Schedule 2-1
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SCHEDULE 3
ADMINISTRATIVE AGENT ACCOUNT
Bank Name:CITIBANK N.A.
ABA #:000000000
Acct. Name:XXXXXXX XXXXX BANK USA
Account #:30627664
Reference:GSPENNYPLS MSR 069114239
Schedule 3-1
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EXHIBIT A
FORM OF TRANSACTION NOTICE
Dated: [_________]
Xxxxxxx Xxxxx Bank USA
0000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000
Attention: Warehouse Lending
Email: xx-xxxxxxxxx-xx@xx.xxx; xx-xxxxxxxxxxxxxxxx@xx.xxx
TRANSACTION NOTICE
Ladies and Gentlemen:
We refer to the Amended and Restated Master Repurchase Agreement, dated as of December 20, 2023 (the “Agreement”), among PNMAC GMSR VFN Funding, LLC (the “Seller”), PennyMac Loan Services, LLC (the “Parent”), Private National Mortgage Acceptance Company, LLC, as a guarantor, Buyers party thereto (“Buyers”) and Xxxxxxx Xxxxx Bank USA (“Administrative Agent”). Each capitalized term used but not defined herein shall have the meaning specified in the Agreement. This notice is being delivered by Seller pursuant to Section 2.02 of the Agreement.
Please be notified that Seller hereby irrevocably requests that Xxxxxx enter into the following Transaction(s) with Seller as follows:
Seller requests that the proceeds of the Purchase Price be deposited in Seller’s account at _______, ABA Number _______, account number ____, References: _____, Attn: _______.
Seller hereby represents and warrants that each of the representations and warranties made by Seller in each of the Program Agreements to which it is a party is true and correct in all material respects, in each case, on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date. Attached hereto is a true and complete updated copy of the Asset Schedule.
Exhibit A-1
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Exhibit A-2
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PENNYMAC LOAN SERVICES GMSR VFN FUNDING, LLC, as Seller
By:
Exhibit A-3
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Asset Schedule
Note | Initial Note Balance | Additional Balance(s) | Outstanding VFN Principal Balance | Maximum VFN Principal Balance |
|---|---|---|---|---|
PNMAC GMSR ISSUER TRUST, Class A-MSRVF1 Variable Funding Note | $[________] | $[________] | $[________] | $[________] |
Exhibit A-4
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EXHIBIT B
EXISTING INDEBTEDNESS
[See Attached]
Exhibit B-1
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