Exhibit 10.10
AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT
Among
BARCLAYS BANK PLC, as Purchaser and Agent,
SUTTON FUNDING LLC, as Purchaser,
and
NATIONSTAR MORTGAGE LLC, as Seller
Dated as of May 17, 2013
TABLE OF CONTENTS
1
APPLICABILITY
1
2
DEFINITIONS AND INTERPRETATION
1
3
THE TRANSACTIONS
21
4
CONFIRMATION
24
5
TAKEOUT COMMITMENTS
24
6
PAYMENT AND TRANSFER
24
7
MARGIN MAINTENANCE
24
8
TAXES; TAX TREATMENT
25
9
SECURITY INTEREST; PURCHASERS' APPOINTMENT AS ATTORNEY-IN-FACT
26
10
CONDITIONS PRECEDENT
28
11
RELEASE OF PURCHASED ASSETS
31
12
RELIANCE
31
13
REPRESENTATIONS AND WARRANTIES
31
14
COVENANTS OF SELLER
34
15
REPURCHASE OF PURCHASED ASSETS
41
16
SERVICING OF THE MORTGAGE LOANS; SERVICER TERMINATION
42
17
EVENTS OF DEFAULT
45
18
REMEDIES
47
19
DELAY NOT WAIVER; REMEDIES ARE CUMULATIVE
49
20
USE OF EMPLOYEE PLAN ASSETS
49
21
INDEMNITY
49
22
WAIVER OF REDEMPTION AND DEFICIENCY RIGHTS
50
23
REIMBURSEMENT; SET-OFF
50
24
FURTHER ASSURANCES
52
25
ENTIRE AGREEMENT; PRODUCT OF NEGOTIATION
52
26
TERMINATION
52
27
REHYPOTHECATION; ASSIGNMENT
52
28
AMENDMENTS, ETC.
53
29
SEVERABILITY
53
30
BINDING EFFECT; GOVERNING LAW
53
31
WAIVER OF JURY TRIAL; CONSENT TO JURISDICTION AND VENUE; SERVICE OF PROCESS
53
32
SINGLE AGREEMENT
54
33
INTENT
54
34
NOTICES AND OTHER COMMUNICATIONS
55
35
CONFIDENTIALITY
57
36
DUE DILIGENCE
57
37
AMENDMENT AND RESTATEMENT OF ORIGINAL AGREEMENT; NO NOVATION
58
-i-
SCHEDULES AND EXHIBITS
EXHIBIT A
MONTHLY 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
[RESERVED]
EXHIBIT G
[RESERVED]
EXHIBIT H
FORM OF SELLER MORTGAGE LOAN SCHEDULE
EXHIBIT I
SUTTON'S SPECIAL ELIGIBILITY REQUIREMENTS FOR FHA BUYOUT
LOANS
EXHIBIT J
CORRESPONDENT SELLER RELEASE
-ii-
AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT
Dated as of May 17, 2013
AMONG:
BARCLAYS BANK PLC, in its capacity as purchaser ("Barclays" or "Purchaser") and
agent pursuant hereto ("Agent"),
and
SUTTON FUNDING LLC, in its capacity as purchaser ("Sutton" or "Purchaser," and
together with Barclays, "Purchasers")
NATIONSTAR MORTGAGE LLC ("Seller").
1.
APPLICABILITY
Barclays and Seller entered into that certain Master Repurchase Agreement, dated
as of March 25, 2011 (as amended, supplemented or otherwise modified prior to
the date hereof, the "Original Agreement"), which prescribes the manner of sale
of Eligible Mortgage Loans and the method and manner by which Seller will
repurchase such Purchased Assets, and contemporaneously entered into the Program
Documents (as such term is defined in such Original Agreement).
Purchasers and Seller desire to further amend and restate the Original Agreement
in its entirety to add Sutton as a party and to make certain other changes and
contemporaneously enter into or reaffirm the Program Documents (as such term is
defined in this Agreement), as applicable.
Barclays 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