Exhibit 10.6.1
EXECUTION COPY
AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT
Between
SUTTON FUNDING LLC, as a Purchaser,
BARCLAYS BANK PLC, as a Purchaser and Agent,
GREEN TREE SERVICING LLC, as a Seller
and
DITECH MORTGAGE CORP., as a Seller
Dated as of April 23, 2015
TABLE OF CONTENTS
1.
APPLICABILITY
1
2.
DEFINITIONS AND INTERPRETATION
1
3.
THE TRANSACTIONS
20
4.
CONFIRMATION
23
5.
TAKEOUT COMMITMENTS
23
6.
PAYMENT AND TRANSFER
24
7.
MARGIN MAINTENANCE
24
8.
TAXES; TAX TREATMENT
25
9.
SECURITY INTEREST; PURCHASER'S APPOINTMENT AS ATTORNEY-IN-FACT
26
10.
CONDITIONS PRECEDENT
27
11.
RELEASE OF PURCHASED ASSETS
32
12.
RELIANCE
32
13.
REPRESENTATIONS AND WARRANTIES
32
14.
COVENANTS OF SELLER
35
15.
REPURCHASE OF PURCHASED ASSETS
42
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
50
21.
INDEMNITY; JOINT AND SEVERAL LIABILITY OF SELLERS
50
22.
WAIVER OF REDEMPTION AND DEFICIENCY RIGHTS
51
23.
REIMBURSEMENT; SET-OFF
51
24.
FURTHER ASSURANCES
52
25.
ENTIRE AGREEMENT; PRODUCT OF NEGOTIATION
52
26.
TERMINATION
53
27.
REHYPOTHECATION; ASSIGNMENT
53
28.
AMENDMENTS, ETC.
54
29.
SEVERABILITY
54
30.
BINDING EFFECT; GOVERNING LAW
54
31.
WAIVER OF JURY TRIAL; CONSENT TO JURISDICTION AND VENUE; SERVICE OF
PROCESS
54
32.
SINGLE AGREEMENT
55
33.
INTENT
55
34.
NOTICES AND OTHER COMMUNICATIONS
55
35.
CONFIDENTIALITY
57
36.
DUE DILIGENCE
58
37.
USA PATRIOT ACT; OFAC AND ANTI-TERRORISM
59
38.
AMENDMENT AND RESTATEMENT OF ORIGINAL AGREEMENT; NO NOVATION
59
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SCHEDULES AND EXHIBITS
EXHIBIT A
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-1
LIST OF APPROVED MEMBERS OF THE MORTGAGE BACKED SECURITIES DIVISION OF THE FIXED
INCOME CLEARING CORPORATION
EXHIBIT F-2
LIST OF APPROVED TAKEOUT INVESTORS FOR JUMBO MORTGAGE LOANS
EXHIBIT G
FORM OF ESCROW INSTRUCTION LETTER
EXHIBIT H
FORM OF SELLER MORTGAGE LOAN SCHEDULE
EXHIBIT I
PURCHASER'S UNDERWRITING GUIDELINES
EXHIBIT J
FORM OF CORRESPONDENT SELLER RELEASE
EXHIBIT K
SUTTON'S SPECIAL ELIGIBILITY REQUIREMENTS FOR FHA BUYOUT LOANS
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AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT
Dated as of April 23, 2015
BETWEEN:
SUTTON FUNDING LLC, in its capacity as purchaser ("Sutton" or "Purchaser"),
BARCLAYS BANK PLC, in its capacity as purchaser ("Barclays" or "Purchaser" and
together with Sutton, "Purchasers") and agent pursuant hereto ("Agent"),
DITECH MORTGAGE CORP., as a Seller
and
GREEN TREE SERVICING LLC, as a Seller.
1.
APPLICABILITY
Barclays and Sellers entered into that certain Master Repurchase Agreement,
dated as of March 11, 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 Sellers will
repurchase such Purchased Assets, and contemporaneously entered into the Program
Documents (as such term is defined in such Original Agreement).
Purchasers and Sellers desire to further amend and