HOME LOAN SERVICING SOLUTIONS, LTD. 13,000,000 Ordinary Shares UNDERWRITING AGREEMENT Dated: June 20, 2013Underwriting Agreement • June 26th, 2013 • Home Loan Servicing Solutions, Ltd. • Mortgage bankers & loan correspondents • New York
HOME LOAN SERVICING SOLUTIONS, LTD. AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee SENIOR INDENTURE Dated as ofHome Loan Servicing Solutions, Ltd. • April 30th, 2013 • Mortgage bankers & loan correspondents • New York
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, 2014Master Repurchase Agreement • March 6th, 2014 • Home Loan Servicing Solutions, Ltd. • Mortgage bankers & loan correspondents • New York
BARCLAYS BANK PLC, in its capacity as agent pursuant hereto (together with its permitted successors and assigns in such capacity hereunder, “Purchaser” or “Agent”),
AMENDED AND RESTATED RECEIVABLES POOLING AGREEMENT between HOMEQ SERVICER ADVANCE FACILITY TRANSFEROR, LLC (Depositor) and HOMEQ SERVICER ADVANCE RECEIVABLES TRUST 2010-ADV1 (Issuer) Dated as of [February ], 2012 HOMEQ SERVICER ADVANCE RECEIVABLES...Receivables Pooling Agreement • February 10th, 2012 • Home Loan Servicing Solutions, Ltd. • Mortgage bankers & loan correspondents • New York
This AMENDED AND RESTATED RECEIVABLES POOLING AGREEMENT (as may be amended, supplemented, restated or otherwise modified from time to time, this “Agreement”) is made as of [February ], 2012 (“Effective Date”), by and between HOMEQ SERVICER ADVANCE FACILITY TRANSFEROR, LLC, a Delaware limited liability company (the “Depositor”), and HOMEQ SERVICER ADVANCE RECEIVABLES TRUST 2010-ADV1, a statutory trust organized under the laws of Delaware (the “Issuer”).
SIXTH AMENDED AND RESTATED INDENTURE HLSS SERVICER ADVANCE RECEIVABLES TRUST as Issuer and DEUTSCHE BANK NATIONAL TRUST COMPANY, as Indenture Trustee, Calculation Agent, Paying Agent and Securities Intermediary and HLSS HOLDINGS, LLC, as Administrator...Indenture • January 23rd, 2014 • Home Loan Servicing Solutions, Ltd. • Mortgage bankers & loan correspondents • New York
THIS SIXTH AMENDED AND RESTATED INDENTURE (as amended, supplemented, restated, or otherwise modified from time to time, the “Indenture”), is made and entered into as of January 17, 2014 (the “Sixth Amendment Effective Date”), by and among HLSS SERVICER ADVANCE RECEIVABLES TRUST, a statutory trust organized under the laws of the State of Delaware (the “Issuer”), DEUTSCHE BANK NATIONAL TRUST COMPANY, a national banking association, in its capacity as Indenture Trustee (the “Indenture Trustee”), and as Calculation Agent, Paying Agent and Securities Intermediary (in each case, as defined below), HLSS HOLDINGS, LLC, a Delaware limited liability company (“HLSS”), as Administrator (as defined below) on behalf of the Issuer, as owner of the economics associated with the servicing under the Designated Servicing Agreements (as defined below), and, from and after the MSR Transfer Date (as defined below), as Servicer (as defined below) under the Designated Servicing Agreements, OCWEN LOAN SERVICIN
HOME LOAN SERVICING SOLUTIONS, LTD. [—] Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • December 7th, 2012 • Home Loan Servicing Solutions, Ltd. • Mortgage bankers & loan correspondents • New York
RECEIVABLES SALE AGREEMENT among OCWEN LOAN SERVICING, LLC, as Servicer (prior to the respective MSR Transfer Dates) HLSS HOLDINGS, LLC, as Receivables Seller and as Servicer (on and after the respective MSR Transfer Dates) and HLSS SERVICER ADVANCE...Receivables Sale Agreement • July 8th, 2013 • Home Loan Servicing Solutions, Ltd. • Mortgage bankers & loan correspondents • New York
This RECEIVABLES SALE AGREEMENT (as may be amended, supplemented, restated or otherwise modified from time to time, this “Agreement”) is made as of July 1, 2013 (the “Closing Date”), by and among HLSS HOLDINGS, LLC, a Delaware limited liability company (“HLSS”), as receivables seller and as servicer (on and after the respective MSR Transfer Dates), OCWEN LOAN SERVICING, LLC, a Delaware limited liability company (“OLS”), as initial receivables seller and as servicer (prior to the respective MSR Transfer Dates), and HLSS SERVICER ADVANCE FACILITY TRANSFEROR II, LLC, a Delaware limited liability company, as depositor (the “Depositor”).
MASTER SERVICING RIGHTS PURCHASE AGREEMENT dated as of October 1, 2012 between OCWEN LOAN SERVICING, LLC, as Seller, and HLSS HOLDINGS, LLC, as PurchaserMaster Servicing Rights Purchase Agreement • February 7th, 2013 • Home Loan Servicing Solutions, Ltd. • Mortgage bankers & loan correspondents • New York
THIS MASTER SERVICING RIGHTS PURCHASE AGREEMENT, dated as of October 1, 2012 (this “Agreement”) is by and between Ocwen Loan Servicing, LLC, a Delaware limited liability company (“Seller”) and HLSS Holdings, LLC, a Delaware limited liability company (“Purchaser”).
MASTER SUBSERVICING AGREEMENT, dated as of October 1, 2012 between HLSS HOLDINGS, LLC, as Servicer and OCWEN LOAN SERVICING, LLC, as SubservicerMaster Subservicing Agreement • February 7th, 2013 • Home Loan Servicing Solutions, Ltd. • Mortgage bankers & loan correspondents • New York
This MASTER SUBSERVICING AGREEMENT, dated as of October 1, 2012, is by and between HLSS HOLDINGS, LLC, a Delaware limited liability company (“Servicer”), and OCWEN LOAN SERVICING, LLC, a Delaware limited liability company (“Ocwen”).
RECEIVABLES POOLING AGREEMENT between HLSS SERVICER ADVANCE FACILITY TRANSFEROR II, LLC, as Depositor and HLSS SERVICER ADVANCE RECEIVABLES TRUST II, as Issuer Dated as of July 1, 2013 HLSS SERVICER ADVANCE RECEIVABLES TRUST II, ADVANCE RECEIVABLES...Receivables Pooling Agreement • July 8th, 2013 • Home Loan Servicing Solutions, Ltd. • Mortgage bankers & loan correspondents • New York
This RECEIVABLES POOLING AGREEMENT (as may be amended, supplemented, restated or otherwise modified from time to time, this “Agreement”) is made as of July 1, 2013 (the “Closing Date”), by and between HLSS SERVICER ADVANCE FACILITY TRANSFEROR II, LLC, a Delaware limited liability company (the “Depositor”), and HLSS SERVICER ADVANCE RECEIVABLES TRUST II, a statutory trust organized under the laws of Delaware (the “Issuer”).
GUARANTY AGREEMENTGuaranty Agreement • July 1st, 2014 • Home Loan Servicing Solutions, Ltd. • Mortgage bankers & loan correspondents • New York
THIS GUARANTY AGREEMENT, dated as of June 26, 2014 (the “Effective Date”), (as amended, restated, supplemented or otherwise modified from time to time, this “Guaranty”), is made by Home Loan Servicing Solutions, Ltd. (“Guarantor”) in favor of Wells Fargo Bank, National Association (“Buyer”).
Amended and restated INDENTUREPooling and Servicing Agreement • March 8th, 2012 • Home Loan Servicing Solutions, Ltd. • Mortgage bankers & loan correspondents
THIS AMENDED AND RESTATED INDENTURE (as amended, supplemented, restated, or otherwise modified from time to time, the “Indenture”), is made and entered into as of March 5, 2012 (the “Effective Date”), by and among HOMEQ SERVICER ADVANCE RECEIVABLES TRUST 2010-ADV1, a statutory trust organized under the laws of the State of Delaware (the “Issuer”), DEUTSCHE BANK NATIONAL TRUST COMPANY, a national banking association, in its capacity as Indenture Trustee (the “Indenture Trustee”), and as Calculation Agent, Paying Agent and Securities Intermediary (in each case, as defined below), HLSS HOLDINGS, LLC, a Delaware limited liability company (“HLSS”), as Administrator (as defined below) on behalf of the Issuer, as owner of the economics associated with the servicing under the Designated Servicing Agreements (as defined below), and, from and after the MSR Transfer Date (as defined below), as Servicer (as defined below) under the Designated Servicing Agreements, OCWEN LOAN SERVICING, LLC (“OLS”)
THIRD AMENDED AND RESTATED INDENTUREHome Loan Servicing Solutions, Ltd. • January 21st, 2015 • Mortgage bankers & loan correspondents • New York
Schedule 3 Designated Servicing Agreements that are Facility Eligible Servicing Agreements until such time as they are eligible for Optional Termination
HOME LOAN SERVICING SOLUTIONS, LTD. 13,333,333 Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • February 10th, 2012 • Home Loan Servicing Solutions, Ltd. • Mortgage bankers & loan correspondents • New York
SENIOR SECURED TERM LOAN FACILITY AGREEMENT dated as of June 27, 2013 among HOME LOAN SERVICING SOLUTIONS, LTD., as Borrower and CERTAIN SUBSIDIARIES OF HOME LOAN SERVICING SOLUTIONS, LTD., as Guarantors, THE LENDERS PARTY HERETO and JPMORGAN CHASE...Senior Secured Term Loan Facility Agreement • July 2nd, 2013 • Home Loan Servicing Solutions, Ltd. • Mortgage bankers & loan correspondents • New York
This SENIOR SECURED TERM LOAN FACILITY AGREEMENT, dated as of June 27, 2013, is entered into by and among HOME LOAN SERVICING SOLUTIONS, LTD., a Cayman Islands exempted company (the “Borrower”), CERTAIN SUBSIDIARIES OF THE BORROWER, as Guarantors, THE LENDERS PARTY HERETO FROM TIME TO TIME and JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as Administrative Agent (together with its permitted successors in such capacity, the “Administrative Agent”) and as Collateral Agent (together with its permitted successors in such capacity, the “Collateral Agent”).
ContractProfessional Services Agreement • February 10th, 2012 • Home Loan Servicing Solutions, Ltd. • Mortgage bankers & loan correspondents • New York
PROFESSIONAL SERVICES AGREEMENT, dated as of February 10, 2012, but effective as of the Effective Date defined below, between HLSS Management, LLC (“HLSS”) and Ocwen Financial Corporation, a Florida corporation together with its subsidiaries and affiliates (“OCWEN”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 17th, 2014 • Home Loan Servicing Solutions, Ltd. • Mortgage bankers & loan correspondents
SALE SUPPLEMENT dated as of February 10, 2012 between OCWEN LOAN SERVICING, LLC, as Seller, and HLSS HOLDINGS, LLC, as PurchaserPooling and Servicing Agreement • February 10th, 2012 • Home Loan Servicing Solutions, Ltd. • Mortgage bankers & loan correspondents
This Sale Supplement, dated as of February 10, 2012 (this “Sale Supplement”), is between Ocwen Loan Servicing, LLC, a Delaware limited liability company (“Seller”), and HLSS Holdings, LLC, a Delaware limited liability company (“Purchaser”):
MASTER REPURCHASE AGREEMENT AND SECURITIES CONTRACTMaster Repurchase Agreement and Securities Contract • July 1st, 2014 • Home Loan Servicing Solutions, Ltd. • Mortgage bankers & loan correspondents • New York
THIS MASTER REPURCHASE AGREEMENT AND SECURITIES CONTRACT, dated as of June 26, 2014 is made by and between HLSS MORTGAGE MASTER TRUST II, a Delaware statutory trust (as more specifically defined below, the “Seller”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (as more specifically defined below, “Buyer”). Seller and Buyer (each a “Party”) hereby agree as follows:
as Indenture Trustee, Calculation Agent, Paying Agent and Securities Intermediary,Home Loan Servicing Solutions, Ltd. • December 5th, 2014 • Mortgage bankers & loan correspondents • New York
This Amendment No. 5, dated as of December 5, 2014 (this “Amendment”), to the Second Amended and Restated Series 2012-VF2 Indenture Supplement, dated as of August 30, 2013 (as has been, and as may be further, amended, restated, supplemented or otherwise modified from time to time, the “Indenture Supplement”), by and among HLSS Servicer Advance Receivables Trust, as issuer (the “Issuer”), Deutsche Bank National Trust Company, as indenture trustee (the “Indenture Trustee”), as calculation agent (the “Calculation Agent”), as paying agent (the “Paying Agent”) and as securities intermediary (the “Securities Intermediary”), HLSS Holdings, LLC (“HLSS”), as administrator (in such capacity, the “Administrator”) and as servicer, on and after the related MSR Transfer Date (in such capacity, the “Servicer”), Ocwen Loan Servicing, LLC (“OLS”), as a subservicer (in such capacity, the “Servicer”), and as servicer, prior to the related MSR Transfer Date (in such capacity, the “Subservicer”), and Wells
as Indenture Trustee, Calculation Agent, Paying Agent and Securities Intermediary,Home Loan Servicing Solutions, Ltd. • July 17th, 2014 • Mortgage bankers & loan correspondents • New York
This Amendment No. 4, dated as of July 16, 2014 (this “Amendment”), to the Second Amended and Restated Series 2012-VF2 Indenture Supplement, dated as of August 30, 2013 (as has been, and as may be further, amended, restated, supplemented or otherwise modified from time to time, the “Indenture Supplement”), by and among HLSS Servicer Advance Receivables Trust, as issuer (the “Issuer”), Deutsche Bank National Trust Company, as indenture trustee (the “Indenture Trustee”), as calculation agent (the “Calculation Agent”), as paying agent (the “Paying Agent”) and as securities intermediary (the “Securities Intermediary”), HLSS Holdings, LLC (“HLSS”), as administrator (in such capacity, the “Administrator”) and as servicer, on and after the related MSR Transfer Date (in such capacity, the “Servicer”), Ocwen Loan Servicing, LLC (“OLS”), as a subservicer (in such capacity, the “Servicer”), and as servicer, prior to the related MSR Transfer Date (in such capacity, the “Subservicer”), and Wells Fa
SUBSERVICING SUPPLEMENT dated as of February 10, 2012 between OCWEN LOAN SERVICING, LLC and HLSS HOLDINGS, LLCPooling and Servicing Agreement • February 10th, 2012 • Home Loan Servicing Solutions, Ltd. • Mortgage bankers & loan correspondents
This SUBSERVICING SUPPLEMENT, dated as of February 10, 2012 (this “Subservicing Supplement”), is by and between HLSS HOLDINGS, LLC, a Delaware limited liability company (“Servicer”), and OCWEN LOAN SERVICING, LLC, a Delaware limited liability company (“Ocwen”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 13th, 2015 • Home Loan Servicing Solutions, Ltd. • Mortgage bankers & loan correspondents • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 6th day of April, 2015, by and between New Residential Investment Corp., a Delaware corporation (the “Company”) and Home Loan Servicing Solutions, Ltd., a Cayman Islands exempted company (the “Holder”).
TERMINATION AGREEMENTTermination Agreement • April 13th, 2015 • Home Loan Servicing Solutions, Ltd. • Mortgage bankers & loan correspondents • Delaware
This TERMINATION AGREEMENT (this “Termination Agreement”), dated as of April 6, 2015 (the “Termination Date”), is by and among Home Loan Servicing Solutions, Ltd., a Cayman Islands exempted company (the “Company”), New Residential Investment Corp., a Delaware corporation (“Parent”), and Hexagon Merger Sub, Ltd., a Cayman Islands exempted company and a wholly owned Subsidiary of Parent (“Merger Sub” and together with Parent, the "Parent Parties"). All capitalized terms used and not defined herein shall have the meanings ascribed to them in the Merger Agreement.
AMENDMENT NO. 2 TO MASTER SERVICING RIGHTS PURCHASE AGREEMENT AND SALE SUPPLEMENTSMaster Servicing Rights Purchase Agreement • April 13th, 2015 • Home Loan Servicing Solutions, Ltd. • Mortgage bankers & loan correspondents • New York
This Amendment (this “Amendment”), dated as of April 6, 2015 (the “Amendment Effective Date”), among Ocwen Loan Servicing, LLC, a Delaware limited liability company (“Seller”), HLSS Holdings, LLC, a Delaware limited liability company (“Holdings”), Home Loan Servicing Solutions, Ltd. (“HLSS”) and HLSS MSR-EBO Acquisition LLC (“Buyer”).
SHARE AND ASSET PURCHASE AGREEMENT Dated as of April 6, 2015 by and among HOME LOAN SERVICING SOLUTIONS, LTD., HLSS MSR-EBO ACQUISITION LLC, HLSS ADVANCES ACQUISITION CORP. and NEW RESIDENTIAL INVESTMENT CORP.Share and Asset Purchase Agreement • April 13th, 2015 • Home Loan Servicing Solutions, Ltd. • Mortgage bankers & loan correspondents • Delaware
SHARE AND ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of April 6, 2015, by and between Home Loan Servicing Solutions, Ltd., a Cayman Islands exempted company (the “Company”), HLSS MSR-EBO Acquisition LLC, a Delaware limited liability company (“HLSS MSR-EBO”), HLSS Advances Acquisition Corp., a Delaware corporation (“HLSS Advances” and together with HLSS MSR-EBO, the “Buyers”), and New Residential Investment Corp., a Delaware corporation (“Parent”, and together with the Buyers, the “Buyer Parties”).
ContractServices Agreement • February 10th, 2012 • Home Loan Servicing Solutions, Ltd. • Mortgage bankers & loan correspondents • Luxembourg
SERVICES AGREEMENT, dated as of February 10, 2012, but effective as of the Effective Date defined below, between HLSS Management, LLC, a Delaware limited liability company (“HLSS”) and Altisource Solutions S.à r.l., a public limited liability company organized under the laws of the Grand Duchy of Luxembourg together with its subsidiaries and affiliates (“ALTISOURCE”).
SALE SUPPLEMENT dated as of May 21, 2013 between OCWEN LOAN SERVICING, LLC, as Seller, HLSS HOLDINGS, LLC, as Purchaser and HOME LOAN SERVICING SOLUTIONS, LTD., as PurchaserSale Supplement • May 22nd, 2013 • Home Loan Servicing Solutions, Ltd. • Mortgage bankers & loan correspondents
This Sale Supplement, dated as of May 21, 2013 (this “Sale Supplement”), is between Ocwen Loan Servicing, LLC, a Delaware limited liability company (“Seller”), HLSS Holdings, LLC, a Delaware limited liability company (“Holdings”) and Home Loan Servicing Solutions, Ltd. (“HLSS” and, together with Holdings, the “Purchasers”):
AGREEMENT AND PLAN OF MERGER Dated as of April 6, 2015 among HOME LOAN SERVICING SOLUTIONS, LTD., NEW RESIDENTIAL INVESTMENT CORP. and HEXAGON MERGER SUB, LTD.Agreement and Plan of Merger • April 13th, 2015 • Home Loan Servicing Solutions, Ltd. • Mortgage bankers & loan correspondents • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 6, 2015, by and among Home Loan Servicing Solutions, Ltd., a Cayman Islands exempted company (the “Company”), New Residential Investment Corp., a Delaware corporation (“Parent”), and Hexagon Merger Sub, Ltd., a Cayman Islands exempted company and a direct or indirect wholly owned Subsidiary of Parent (“Merger Sub,” and collectively, with the Company and Parent, the “Parties”).
SALE SUPPLEMENT dated as of May 1, 2012 between OCWEN LOAN SERVICING, LLC, as Seller, and HLSS HOLDINGS, LLC, as PurchaserPooling and Servicing Agreement • May 3rd, 2012 • Home Loan Servicing Solutions, Ltd. • Mortgage bankers & loan correspondents
This Sale Supplement, dated as of May 1, 2012 (this “Sale Supplement”), is between Ocwen Loan Servicing, LLC, a Delaware limited liability company (“Seller”), and HLSS Holdings, LLC, a Delaware limited liability company (“Purchaser”):
as Indenture Trustee, Calculation Agent, Paying Agent and Securities Intermediary,Indenture • December 5th, 2014 • Home Loan Servicing Solutions, Ltd. • Mortgage bankers & loan correspondents • New York
This Amendment No. 5, dated as of December 5, 2014 (this “Amendment”), to the Second Amended and Restated Series 2012-VF3 Indenture Supplement, dated as of August 30, 2013 (as has been, and as may be further, amended, restated, supplemented or otherwise modified from time to time, the “Indenture Supplement”), by and among HLSS Servicer Advance Receivables Trust, as issuer (the “Issuer”), Deutsche Bank National Trust Company, as indenture trustee (the “Indenture Trustee”), as calculation agent (the “Calculation Agent”), as paying agent (the “Paying Agent”) and as securities intermediary (the “Securities Intermediary”), HLSS Holdings, LLC (“HLSS”), as administrator (in such capacity, the “Administrator”) and as servicer, on and after the related MSR Transfer Date (in such capacity, the “Servicer”), Ocwen Loan Servicing, LLC (“OLS”), as a subservicer (in such capacity, the “Servicer”), and as servicer, prior to the related MSR Transfer Date (in such capacity, the “Subservicer”), and Credi
SUBSERVICING SUPPLEMENT dated as of December 26, 2012 between OCWEN LOAN SERVICING, LLC and HLSS HOLDINGS, LLCSubservicing Supplement • December 31st, 2012 • Home Loan Servicing Solutions, Ltd. • Mortgage bankers & loan correspondents
This SUBSERVICING SUPPLEMENT, dated as of December 26, 2012 (this “Subservicing Supplement”), is by and between HLSS HOLDINGS, LLC, a Delaware limited liability company (“Servicer”), and OCWEN LOAN SERVICING, LLC, a Delaware limited liability company (“Ocwen”).
AMENDMENT NO. 2 TO MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • October 16th, 2014 • Home Loan Servicing Solutions, Ltd. • Mortgage bankers & loan correspondents • New York
This Amendment No. 2 (this “Amendment”), dated as of October 16, 2014, amends that certain Master Repurchase Agreement, dated as of March 3, 2014, as amended by Amendment No. 1, dated as of April 15, 2014 (the “Agreement”), between HLSS Mortgage Master Trust, as seller (the “Seller”), Barclays Bank PLC, as purchaser and agent (“Barclays”), and Home Loan Servicing Solutions, Ltd., as guarantor (the “Guarantor”), and acknowledged and agreed to by Sutton Funding LLC (“Sutton”). Capitalized terms used herein but not otherwise defined shall have the meanings given to such terms in the Agreement.
JPMORGAN CHASE BANK, N.A.Home Loan Servicing Solutions, Ltd. • March 23rd, 2015 • Mortgage bankers & loan correspondents
Reference is hereby made to that certain Credit Agreement, dated as of June 27, 2013 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among HOME LOAN SERVICING SOLUTIONS, LTD., a Cayman Islands exempted company (the “Borrower”), certain subsidiaries of the Borrower, as guarantors, each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), and JPMORGAN CHASE BANK, N.A., as administrative agent and collateral agent (in such capacities, the “Administrative Agent”) for the Lenders. Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Credit Agreement.
SUBSERVICING SUPPLEMENT dated as of May 1, 2012 between OCWEN LOAN SERVICING, LLC and HLSS HOLDINGS, LLCSubservicing Supplement • May 3rd, 2012 • Home Loan Servicing Solutions, Ltd. • Mortgage bankers & loan correspondents
