Exhibit 10.3
MASTER REPURCHASE AGREEMENT
among
BARCLAYS BANK PLC, as Purchaser and Agent,
HLSS MORTGAGE MASTER TRUST, as Seller
and
HOME LOAN SERVICING SOLUTIONS, LTD. as Guarantor
Dated as of March 3, 2014
TABLE OF CONTENTS
1.
APPLICABILITY
1
2.
DEFINITIONS AND INTERPRETATION
1
3.
THE TRANSACTIONS
17
4.
CONFIRMATION
19
5.
[RESERVED]
19
6.
PAYMENT AND TRANSFER
19
7.
MARGIN MAINTENANCE
20
8.
TAXES; TAX TREATMENT
20
9.
SECURITY INTEREST; PURCHASER'S APPOINTMENT AS ATTORNEY-IN-FACT
22
10.
CONDITIONS PRECEDENT
24
11.
RELEASE OF PURCHASED ASSETS
27
12.
RELIANCE
27
13.
REPRESENTATIONS AND WARRANTIES
28
14.
COVENANTS OF SELLER AND GUARANTOR
31
15.
REPURCHASE OF PURCHASED ASSETS
38
16.
SERVICING OF THE MORTGAGE LOANS; SERVICER TERMINATION
39
17.
EVENTS OF DEFAULT
42
18.
REMEDIES
45
19.
DELAY NOT WAIVER; REMEDIES ARE CUMULATIVE
47
20.
USE OF EMPLOYEE PLAN ASSETS
47
21.
INDEMNITY; LIMITATION ON DAMAGES
47
22.
WAIVER OF REDEMPTION AND DEFICIENCY RIGHTS
48
23.
REIMBURSEMENT; SET-OFF
48
24.
FURTHER ASSURANCES
49
25.
ENTIRE AGREEMENT; PRODUCT OF NEGOTIATION
50
26.
TERMINATION
50
27.
REHYPOTHECATION; ASSIGNMENT
50
28.
AMENDMENTS, ETC.
51
29.
SEVERABILITY
51
30.
BINDING EFFECT; GOVERNING LAW
51
31.
WAIVER OF JURY TRIAL; CONSENT TO JURISDICTION AND VENUE; SERVICE OF PROCESS
51
32.
SINGLE AGREEMENT
52
33.
INTENT
52
34.
NOTICES AND OTHER COMMUNICATIONS
53
35.
CONFIDENTIALITY
53
36.
DUE DILIGENCE
54
38.
SELLER TRUSTEE LIMITATION OF LIABILITY
55
-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
[RESERVED] EXHIBIT F
[RESERVED]
EXHIBIT G
[RESERVED] EXHIBIT H
FORM OF SELLER MORTGAGE LOAN SCHEDULE
EXHIBIT I
[RESERVED] EXHIBIT J
ELIGIBILITY REQUIREMENTS FOR PURCHASED
ASSETS EXHIBIT K
FORECLOSURE AND WORKOUT REPORT
-ii-
MASTER REPURCHASE AGREEMENT
Dated as of March 3, 2014
AMONG:
BARCLAYS BANK PLC, in its capacity as agent pursuant hereto (together with its
permitted successors and assigns in such capacity hereunder, "Purchaser" or
"Agent"),
HLSS MORTGAGE MASTER TRUST, in its capacity as seller (together with its
permitted successors and assigns in such capacity hereunder, "HLSS Mortgage," or
"Seller"), and
HOME LOAN SERVICING SOLUTIONS, LTD., in its capacity as guarantor (together with
its permitted successors and assigns in such capacity hereunder, "HLSS" or
"Guarantor").
1. APPLICABILITY
Purchaser may from time to time, upon the terms and conditions set forth herein,
agree to enter into transactions on a committed basis with respect to the
Committed Amount and an uncommitted basis with respect to the Uncommitted
Amount, in which Seller sells to Purchaser Eligible Mortgage Loans, on a
servicing-released basis, against the transfer of funds by Purchaser, with a
simultaneous agreement by Purchaser to transfer to Seller such Purchased Assets
on a date certain not later than one year following such transfer, against the
transfer of funds by Seller; provided, that the Aggregate MRA Purchase Price
shall not exceed, as of any date of determination, the lesser of (a) the Maximum
Aggregate Purchase Price or (b) the