Exhibit 10.1
SECOND 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 January 29, 2016
Exhibit 10.1
TABLE OF CONTENTS
1.
APPLICABILITY
1
2.
DEFINITIONS AND INTERPRETATION
1
3.
THE TRANSACTIONS
23
4.
CONFIRMATION
27
5.
TAKEOUT COMMITMENTS
28
6.
PAYMENT AND TRANSFER
28
7.
MARGIN MAINTENANCE
28
8.
TAXES; TAX TREATMENT
29
9.
SECURITY INTEREST; PURCHASERS' APPOINTMENT
AS ATTORNEY-IN-FACT
30
10.
CONDITIONS PRECEDENT
32
11.
RELEASE OF PURCHASED ASSETS
35
12.
RELIANCE
36
13.
REPRESENTATIONS AND WARRANTIES
36
14.
COVENANTS OF SELLER
39
15.
REPURCHASE OF MORTGAGE LOANS
46
16.
SERVICING OF THE MORTGAGE LOANS; SERVICER TERMINATION
47
17.
EVENTS OF DEFAULT
50
18.
REMEDIES
53
19.
DELAY NOT WAIVER; REMEDIES ARE CUMULATIVE
55
20.
USE OF EMPLOYEE PLAN ASSETS
55
21.
INDEMNITY
55
22.
WAIVER OF REDEMPTION AND DEFICIENCY RIGHTS
56
23.
REIMBURSEMENT; SET-OFF
56
24.
FURTHER ASSURANCES
57
25.
ENTIRE AGREEMENT; PRODUCT OF NEGOTIATION
57
26.
TERMINATION
58
27.
REHYPOTHECATION; ASSIGNMENT
58
28.
AMENDMENTS, ETC.
59
29.
SEVERABILITY
59
30.
BINDING EFFECT; GOVERNING LAW
59
31.
WAIVER OF JURY TRIAL; CONSENT TO JURISDICTION AND VENUE;
SERVICE OF PROCESS
59
32.
SINGLE AGREEMENT
60
33.
INTENT
60
34.
NOTICES AND OTHER COMMUNICATIONS
60
35.
CONFIDENTIALITY
62
36.
DUE DILIGENCE
63
37.
AMENDMENT AND RESTATEMENT OF ORIGINAL AGREEMENT;
NO NOVATION
63
Exhibit 10.1
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
EXHIBIT K
FORM OF GUARANTY
Exhibit 10.1
SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT
Dated as of January 29, 2016
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")
and
NATIONSTAR MORTGAGE LLC ("Seller").
1.
APPLICABILITY
Barclays and Seller entered into that certain Amended and Restated Master
Repurchase Agreement, dated as of May 17, 2013 (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 the REO Asset as an Eligible Asset and to make certain
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