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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/05/22 PennyMac Financial Services, Inc. 10-Q 6/30/22 122:29M Toppan Merrill Bridge/FA |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 6.42M
2: EX-10.1 Material Contract HTML 180K
3: EX-10.4 Material Contract HTML 957K
4: EX-10.5 Material Contract HTML 74K
5: EX-10.6 Material Contract HTML 87K
6: EX-10.7 Material Contract HTML 57K
7: EX-10.8 Material Contract HTML 58K
8: EX-10.9 Material Contract HTML 90K
9: EX-31.1 Certification -- §302 - SOA'02 HTML 39K
10: EX-31.2 Certification -- §302 - SOA'02 HTML 39K
11: EX-32.1 Certification -- §906 - SOA'02 HTML 36K
12: EX-32.2 Certification -- §906 - SOA'02 HTML 36K
18: R1 Document and Entity Information HTML 84K
19: R2 Consolidated Balance Sheets HTML 140K
20: R3 Consolidated Balance Sheets (Parenthetical) HTML 50K
21: R4 Consolidated Statements of Income HTML 159K
22: R5 Consolidated Statements of Changes in HTML 95K
Stockholders' Equity
23: R6 Consolidated Statements of Changes in HTML 33K
Stockholders' Equity (Parenthetical)
24: R7 Consolidated Statements of Cash Flows HTML 192K
25: R8 Organization HTML 39K
26: R9 Basis of Presentation HTML 35K
27: R10 Concentration of Risk HTML 34K
28: R11 Related Party Transactions HTML 257K
29: R12 Loan Sales and Servicing Activities HTML 257K
30: R13 Fair Value HTML 905K
31: R14 Loans Held for Sale at Fair Value HTML 56K
32: R15 Derivative Financial Instruments HTML 336K
33: R16 Mortgage Servicing Rights and Mortgage Servicing HTML 143K
Liabilities
34: R17 Leases HTML 89K
35: R18 Other Assets HTML 67K
36: R19 Short-Term Debt HTML 251K
37: R20 Long-Term Debt HTML 263K
38: R21 Liability for Losses Under Representations and HTML 66K
Warranties
39: R22 Income Taxes HTML 36K
40: R23 Commitments and Contingencies HTML 42K
41: R24 Stockholders' Equity HTML 58K
42: R25 Net Gains on Loans Held for Sale HTML 94K
43: R26 Net Interest Expense HTML 107K
44: R27 Stock-based Compensation HTML 90K
45: R28 Earnings Per Share HTML 94K
46: R29 Regulatory Capital and Liquidity Requirements HTML 90K
47: R30 Segments HTML 334K
48: R31 Subsequent Events HTML 36K
49: R32 Related Party Transactions (Tables) HTML 223K
50: R33 Loan Sales and Servicing Activities (Tables) HTML 255K
51: R34 Fair Value (Tables) HTML 901K
52: R35 Loans Held for Sale at Fair Value (Tables) HTML 55K
53: R36 Derivative Financial Instruments (Tables) HTML 341K
54: R37 Mortgage Servicing Rights and Mortgage Servicing HTML 147K
Liabilities (Tables)
55: R38 Leases (Tables) HTML 90K
56: R39 Other Assets (Tables) HTML 66K
57: R40 Short-Term Debt (Tables) HTML 243K
58: R41 Long-Term Debt (Tables) HTML 267K
59: R42 Liability for Losses Under Representations and HTML 66K
Warranties (Tables)
60: R43 Stockholders' Equity (Tables) HTML 53K
61: R44 Net Gains on Loans Held for Sale (Tables) HTML 92K
62: R45 Net Interest Expense (Tables) HTML 106K
63: R46 Stock-based Compensation (Tables) HTML 89K
64: R47 Earnings Per Share (Tables) HTML 94K
65: R48 Regulatory Capital and Liquidity Requirements HTML 80K
(Tables)
66: R49 Segments (Tables) HTML 329K
67: R50 Concentration of Risk (Details) HTML 41K
68: R51 Related Party Transactions - Correspondent HTML 110K
Production (Details)
69: R52 Related Party Transactions - Mortgage Loan HTML 63K
Servicing (Details)
70: R53 Related Party Transactions - Management Fees HTML 87K
(Details)
71: R54 Related Party Transactions - Other Transactions, HTML 49K
Reimbursement of Common Overhead Expenses
(Details)
72: R55 Related Party Transactions - Investing Activities HTML 56K
(Details)
73: R56 Related Party Transactions - Financing Activities HTML 57K
(Details)
74: R57 Related Party Transactions - Amounts due from HTML 54K
Affiliate (Details)
75: R58 Related Party Transactions - Amounts due from HTML 37K
Investment Funds (Details)
76: R59 Related Party Transactions - Exchanged Private HTML 40K
National Mortgage Acceptance Company, LLC
Unitholders (Details)
77: R60 Loan Sales and Servicing Activities - Summary of HTML 58K
Cash Flows with Transferees (Details)
78: R61 Loan Sales and Servicing Activities - Summary of HTML 92K
Mortgage Servicing Portfolio (Details)
79: R62 Loan Sales and Servicing Activities - Geographical HTML 45K
Distribution of Loans (Details)
80: R63 Fair Value - Financial Statement Items Measured at HTML 133K
Fair Value on a Recurring Basis (Details)
81: R64 Fair Value - Level 3 Input Roll Forward, Recurring HTML 117K
Basis (Details)
82: R65 Fair Value - Changes in Fair Value, Fair Value HTML 62K
Option, Recurring Basis (Details)
83: R66 Fair Value - Fair Value Option Maturities, HTML 64K
Recurring Basis (Details)
84: R67 Fair Value - Measurement Basis, Nonrecurring HTML 57K
(Details)
85: R68 Fair Value - Level 3 Unobservable Inputs, Mortgage HTML 78K
Loans and IRLC (Details)
86: R69 Fair Value - Level 3 Unobservable Inputs, Mortgage HTML 94K
Servicing Rights - Initial Recognition (Details)
87: R70 Fair Value - Level 3 Unobservable Inputs, Mortgage HTML 97K
Servicing Rights, Effect of Change In Inputs on
Fair Value (Details)
88: R71 Fair Value - Level 3 Unobservable Inputs, Mortgage HTML 52K
Servicing Liabilities (Details)
89: R72 Loans Held for Sale at Fair Value (Details) HTML 52K
90: R73 Derivative Financial Instruments - Other HTML 121K
Information (Details)
91: R74 Derivative Financial Instruments - Offsetting of HTML 56K
Derivative Assets (Details)
92: R75 Derivative Financial Instruments - Offsetting of HTML 49K
Derivative Assets - Derivative Assets, Financial
Assets, and Collateral Held by Counterparty
(Details)
93: R76 Derivative Financial Instruments - Offsetting of HTML 69K
Derivative Assets - Offsetting of Derivative and
Financial Liabilities (Details)
94: R77 Derivative Financial Instruments - Offsetting of HTML 74K
Derivative Assets - Derivative Liabilities,
Financial Liabilities, and Collateral Held by
Counterparty (Details)
95: R78 Mortgage Servicing Rights and Mortgage Servicing HTML 53K
Liabilities - Activity in MSRs at Fair Value
(Details)
96: R79 Mortgage Servicing Rights and Mortgage Servicing HTML 49K
Liabilities - Mortgage Servicing Liabilities
Carried at FV (Details)
97: R80 Mortgage Servicing Rights and Mortgage Servicing HTML 44K
Liabilities - Servicing, Late, Ancillary and Other
Fees Relating to MSRs (Details)
98: R81 Leases (Details) HTML 84K
99: R82 Other Assets - Other (Details) HTML 63K
100: R83 Short-Term Debt - Assets Sold Under Agreement to HTML 110K
Repurchase (Details)
101: R84 Short-Term Debt - Maturities of Outstanding HTML 46K
Advances Under Repurchase Agreements (Details)
102: R85 Short-Term Debt - Mortgage Loans Sold Under HTML 58K
Agreement to Repurchase by Counterparty (Details)
103: R86 Short-Term Debt - Mortgage Loan Participation and HTML 75K
Sale Agreement (Details)
104: R87 Long-Term Debt - Obligations Under Capital Lease HTML 50K
(Details)
105: R88 Long-Term Debt - Note Payable (Details) HTML 124K
106: R89 Long-Term Debt - Maturities (Details) HTML 52K
107: R90 Liability for Losses Under Representations and HTML 42K
Warranties (Details)
108: R91 Income Taxes - General (Details) HTML 34K
109: R92 Commitments and Contingencies - Other (Details) HTML 33K
110: R93 Stockholders' Equity (Details) HTML 43K
111: R94 Net Gains on Loans Held for Sale (Details) HTML 63K
112: R95 Net Interest Expense (Details) HTML 70K
113: R96 Stock-based Compensation - Other (Details) HTML 57K
114: R97 Earnings Per Share (Details) HTML 80K
115: R98 Regulatory Capital and Liquidity Requirements HTML 74K
(Details)
116: R99 Segments (Details) HTML 114K
117: R100 Subsequent Events (Details) HTML 35K
120: XML IDEA XML File -- Filing Summary XML 221K
118: XML XBRL Instance -- pfsi-20220630x10q_htm XML 9.79M
119: EXCEL IDEA Workbook of Financial Reports XLSX 270K
14: EX-101.CAL XBRL Calculations -- pfsi-20220630_cal XML 419K
15: EX-101.DEF XBRL Definitions -- pfsi-20220630_def XML 1.49M
16: EX-101.LAB XBRL Labels -- pfsi-20220630_lab XML 2.44M
17: EX-101.PRE XBRL Presentations -- pfsi-20220630_pre XML 1.89M
13: EX-101.SCH XBRL Schema -- pfsi-20220630 XSD 428K
121: JSON XBRL Instance as JSON Data -- MetaLinks 603± 1.02M
122: ZIP XBRL Zipped Folder -- 0001558370-22-012410-xbrl Zip 1.02M
Exhibit 10.7
EXECUTION VERSION
OMNIBUS AMENDMENT NO. 1 TO THE REPURCHASE AGREEMENTS
This Omnibus Amendment No. 1 to the Repurchase Agreements (as defined below) is entered into as of June 8, 2022 (this “Amendment”), among CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (the “Administrative Agent”), CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (“CSCIB” or a “Buyer”), CITIBANK, N.A. (“Citibank”), as a buyer (a “Buyer” and together with CSCIB, the “Buyers”), 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 Buyers and the Seller are parties to that certain Amended and Restated Master Repurchase Agreement, dated as of July 30, 2021 (as amended by this Amendment and as may be further amended, restated, supplemented or otherwise modified from time to time, the “Series 2016-MSRVF1 Repurchase Agreement”) and that certain Amended and Restated Master Repurchase Agreement, dated as of July 30, 2021 (as amended by this Amendment 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”);
WHEREAS, the Administrative Agent, the Buyers 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, 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 Buyers;
WHEREAS, as a condition precedent to amending the Repurchase Agreements, the Buyers have 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”), the PLS, as administrator (in such capacity, the “Administrator”) and as servicer (in such capacity, the “Servicer”), the 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, 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
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April 1, 2021, Amendment No. 5, dated as of July 30, 2021, Amendment No. 6, dated as of February 10, 2022, and Amendment No. 7, dated as of June 8, 2022, and as may be further amended, restated, supplemented or otherwise modified from time to time, the “Series 2016-MSRVF1 Indenture Supplement”), and by the Series 2020-SPIADVF1 Indenture Supplement, dated April 1, 2020 (as amended by Amendment No. 1, dated as of August 25, 2020, Amendment No. 2, dated as of April 1, 2021, Amendment No. 3, dated as of July 30, 2021, Amendment No. 4, dated as of February 10, 2022, and Amendment No. 5, dated as of June 8, 2022, and as may be further amended, restated, supplemented or otherwise modified from time to time, the “Series 2020-SPIADVF1 Indenture Supplement”);
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 Buyers 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:
SECTION 1.Amendment to the Repurchase Agreements.
Each Repurchase Agreement, unless otherwise noted, is amended as follows. Any reference to “Series [__]” in this Amendment shall be a reference to the related Series of VFN Note issued pursuant to such Repurchase Agreement (by way of example, for purposes of the Series 2016-MSRVF1 Repurchase Agreement, each reference to “Series [__]” shall mean a reference to “Series 2016-MSRVF1”).
(a)The Recitals of each Repurchase Agreement are hereby amended by deleting the fourth Recital in its entirety and replacing it with the following:
WHEREAS, in connection with the restatement and amendment of the Original Agreement, CSCIB and PLS will agree to return and cancel the Original Note in exchange for a single replacement note (such note, and any subsequent replacement thereof in accordance with the Series [__] Indenture Supplement, the “Note”) issued pursuant to the Series [__] Indenture Supplement;
SECTION 2.Reaffirmation of VFN Repo Guaranty. The Guarantor hereby ratifies and affirms all of the terms, covenants, conditions and obligations of the VFN Repo Guaranty and acknowledges and agrees that the term “Obligations” as used in the VFN Repo Guaranty shall apply to all of the Obligations of the Seller to the Buyer under each Repurchase Agreement and the related Program Agreements, as amended hereby.
SECTION 3.Conditions Precedent. This Amendment shall become effective as of the date hereof upon receipt of this Amendment by the Administrative Agent on behalf of the Buyers, executed and delivered by the duly authorized officers of the Administrative Agent, the Buyers and the Seller.
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SECTION 4.Representations and Warranties. The Seller hereby represents and warrants to the Administrative Agent and the Buyers that it is in compliance with all the terms and provisions set forth in each Repurchase Agreement on its part to be observed or performed, and that no Event of Default has occurred or is continuing, and hereby confirms and reaffirms the representations and warranties contained in Article III of each Repurchase Agreement.
SECTION 5.Limited Effect. Except as expressly amended and modified by this Amendment, each Repurchase Agreement shall continue to be, and shall remain, in full force and effect in accordance with its terms.
SECTION 6.Counterparts. This Amendment may be executed in any number of counterparts and by the different parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or other electronic means shall be effective as delivery of a manually executed counterpart of this Amendment. The parties agree that this Amendment may be accepted, executed or agreed to through the use of an electronic signature in accordance with the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7001 et seq, Official Text of the Uniform Electronic Transactions Act as approved by the National Conference of Commissioners on Uniform State Laws at its Annual Conference on July 29, 1999 and any applicable state law. Any document accepted, executed or agreed to in conformity with such laws will be binding on all parties hereto to the same extent as if it were physically executed and each party hereby consents to the use of any secure third party electronic signature capture service with appropriate document access tracking, electronic signature tracking and document retention, including DocuSign.
SECTION 7.Severability. Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement.
SECTION 8.GOVERNING LAW. THIS AMENDMENT AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT, TORT OR OTHERWISE) BASED UPON, ARISING UNDER OR RELATED TO OR IN CONNECTION WITH THIS AMENDMENT, THE RELATIONSHIP OF THE PARTIES HERETO, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES HERETO WILL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, INCLUDING THE STATUTES OF LIMITATIONS AND OTHER PROCEDURAL LAWS THEREOF (WITHOUT REFERENCE TO THE CONFLICT OF LAW PRINCIPLES THEREOF OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, WHICH SHALL APPLY) AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
[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.
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| CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC, as Administrative Agent | |
| | |
| | |
| By: | /s/ Dominic Obaditch |
| Name: | |
| Title: | Vice President |
| ||
| CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Buyer | |
| | |
| | |
| By: | /s/ Dominic Obaditch |
| Name: | |
| Title: | Authorized Signatory |
| | |
| | |
| By: | |
| Name: | |
| Title: | Authorized Signatory |
| | |
[PNMAC GMSR Issuer Trust – Omnibus Amendment No. 1 to A&R Series 2016-MSRVF1 Master Repurchase Agreement and A&R Series 2020-SPIADVF1 Master Repurchase Agreement]
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PENNYMAC LOAN SERVICES, LLC, as Seller | ||
| | |
| | |
| By: | /s/ Pamela Marsh |
| Name: | |
| Title: | Senior Managing Director and Treasurer |
[PNMAC GMSR Issuer Trust – Omnibus Amendment No. 1 to A&R Series 2016-MSRVF1 Master Repurchase Agreement and A&R Series 2020-SPIADVF1 Master Repurchase Agreement]
| ||
| PRIVATE NATIONAL MORTGAGE ACCEPTANCE COMPANY, LLC, as Guarantor | |
| | |
| | |
| By: | /s/ Pamela Marsh |
| Name: | |
| Title: | Senior Managing Director and Treasurer |
[PNMAC GMSR Issuer Trust – Omnibus Amendment No. 1 to A&R Series 2016-MSRVF1 Master Repurchase Agreement and A&R Series 2020-SPIADVF1 Master Repurchase Agreement]
| ||
| CITIBANK, N.A., as a Buyer | |
| | |
| | |
| By: | |
| Name: | |
| Title: | Vice President |
[PNMAC GMSR Issuer Trust – Omnibus Amendment No. 1 to A&R Series 2016-MSRVF1 Master Repurchase Agreement and A&R Series 2020-SPIADVF1 Master Repurchase Agreement]
| This ‘10-Q’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 8/5/22 | |||
| For Period end: | 6/30/22 | |||
| 6/8/22 | 8-K | |||
| 2/10/22 | SC 13G/A | |||
| 7/30/21 | 8-K | |||
| 4/1/21 | 3 | |||
| 8/25/20 | 4 | |||
| 4/24/20 | 4, 8-K | |||
| 4/1/20 | 8-K | |||
| 8/10/18 | ||||
| 2/28/18 | ||||
| 7/29/99 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/21/24 PennyMac Financial Services, Inc. 10-K 12/31/23 148:34M Toppan Merrill Bridge/FA 2/22/23 PennyMac Financial Services, Inc. 10-K 12/31/22 138:33M Toppan Merrill Bridge/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/14/22 PennyMac Financial Services, Inc. 8-K:1,9 6/08/22 12:433K Toppan Merrill/FA 11/04/19 PennyMac Financial Services, Inc. 10-Q 9/30/19 133:36M Toppan Merrill Bridge/FA 11/01/18 PennyMac Financial Services, Inc. 8-K12B:1,2,10/31/18 8:858K Toppan Merrill/FA 9/12/18 PennyMac Financial Services, Inc. S-4/A 8:2.2M Toppan Merrill-FA |