HOME LOAN SERVICING SOLUTIONS, LTD. - FORM 8-K - EX-10.1 - EXHIBIT 10.1

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EX-10.3 - EXHIBIT 10.3 - HOME LOAN SERVICING SOLUTIONS, LTD.	ex103-amendmentno6tosecond.htm
EX-10.2 - EXHIBIT 10.2 - HOME LOAN SERVICING SOLUTIONS, LTD.	ex102-amendmentno6tosecond.htm
8-K - 8-K - HOME LOAN SERVICING SOLUTIONS, LTD.	form8-kvfnamendmentsxjan15.htm

HLSS SERVICER ADVANCE RECEIVABLES TRUST,

as Issuer,

DEUTSCHE BANK NATIONAL TRUST COMPANY,

as Indenture Trustee, Calculation Agent, Paying Agent and Securities Intermediary,

HLSS HOLDINGS, LLC,

as Administrator and as Servicer (on and after the MSR Transfer Date),

OCWEN LOAN SERVICING, LLC,

as a Subservicer and as Servicer (prior to the MSR Transfer Date),

and

BARCLAYS BANK PLC,
as Administrative Agent and

as sole Holder of the Class A-VF1 Variable Funding Notes, the Class B-VF1 Variable Funding Notes, the Class C-VF1 Variable Funding Notes and the Class D-VF1 Variable Funding Notes

__________

AMENDMENT NO. 6

dated as of January 15, 2015

to the

SECOND AMENDED AND RESTATED SERIES 2012-VF1 INDENTURE SUPPLEMENT

dated as of August 30, 2013

to the

SIXTH AMENDED AND RESTATED INDENTURE,

dated as of January 17, 2014

and to the

SECOND AMENDED AND RESTATED NOTE PURCHASE AGREEMENT

dated as of August 30, 2013

__________

HLSS SERVICER ADVANCE RECEIVABLES TRUST
ADVANCE RECEIVABLES BACKED NOTES, SERIES 2012-VF1

AMENDMENT NO. 6 TO SERIES 2012-VF1 AGREEMENTS

This Amendment No. 6, dated as of January 15, 2015 (this “Amendment”), to the Second Amended and Restated Series 2012-VF1 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 MSR Transfer Date (in such capacity, the “Servicer”), Ocwen Loan Servicing, LLC (“OLS”), as a subservicer (in such capacity, the “Subservicer”), and as servicer, prior to the MSR Transfer Date (in such capacity, the “Servicer”), and Barclays Bank plc (“Barclays”), as administrative agent (the “Administrative Agent”), to that certain Sixth Amended and Restated Indenture, dated as of January 17, 2014 (as amended, supplemented, restated or otherwise modified from time to time, the “Base Indenture”, and together with the Indenture Supplement, the “Indenture”), among the Issuer, the Servicer, the Administrator, the Indenture Trustee, the Calculation Agent, the Paying Agent, the Securities Intermediary, Barclays, as administrative agent, Wells Fargo Securities, LLC, as administrative agent, and Credit Suisse AG, New York Bank, as administrative agent and to that certain Second Amended and Restated Note Purchase Agreement, 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 “Note Purchase Agreement,” and together with the Indenture Supplement, the “Series 2012-VF1 Agreements”), by and among the Issuer and Barclays, (the “Purchaser” or the “Noteholder”), as administrative agent, Purchaser and sole Holder of the Class A-VF1 Variable Funding Notes, the Class B-VF1 Variable Funding Notes, the Class C-VF1 Variable Funding Notes and the Class D-VF1 Variable Funding Notes (collectively, the “Notes”) issued pursuant to the Indenture Supplement. Capitalized terms used herein but not otherwise defined shall have the meanings given to such terms in the Indenture or Indenture Supplement, as applicable.

WHEREAS, Section 12.2 of the Base Indenture provides, among other things, that subject to the terms and provisions of each Indenture Supplement with respect to any amendment of such Indenture Supplement, the parties to the Indenture may at any time enter into an amendment to the Indenture, including any Indenture Supplement, with prior notice to the Note Rating Agency and the consent of Holders of more than 50% (by Class Invested Amount) of each Series or Class of Notes affected by such amendment of the Indenture, including any Indenture Supplement, for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of the Indenture, of modifying in any manner the rights of the Holders of the Notes of each such Series or Class under the Base Indenture or any Indenture Supplement, upon delivery of an Issuer Tax Opinion (unless the Noteholders unanimously consent to waive such opinion); provided, however, that no such amendment will modify any of the enumerated provisions set forth in Section 12.2 without the consent of the Holder of each Outstanding Note affected thereby;

WHEREAS, the Purchaser owns 100% of the Class A-VF1 Variable Funding Notes, the Class B-VF1 Variable Funding Notes, the Class C-VF1 Variable Funding Notes and the Class D-VF1 Variable Funding Notes, which are the only Outstanding Notes issued pursuant to the Indenture Supplement;

WHEREAS, Section 12.3 of the Base Indenture provides that the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by the Indenture and that all conditions precedent thereto have been satisfied (the “Authorization Opinion”); and

WHEREAS, the parties hereto desire to amend the Indenture Supplement, Note Purchase Agreement and Notes as described below;

NOW, THEREFORE, in consideration of the premises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Section 1.Amendment to Indenture Supplement.

(b) Section 2 of the Indenture Supplement is hereby amended by deleting the definition of “Maximum VFN Principal Balance” in its entirety and replacing such definition with the following:

““Maximum VFN Principal Balance” means: (i) on any date of determination prior to April 15, 2015, (A) for the Class A-VF1 Variable Funding Notes, $660,570,000, (B) for the Class B-VF1 Variable Funding Notes, $72,570,000, (C) for the Class C-VF1 Variable Funding Notes, $38,000,000, and (D) for the Class D-VF1 Variable Funding Notes, $28,860,000; (ii) on any date of determination on or after April 15, 2015, (A) for the Class A-VF1 Variable Funding Notes, $578,000,000, (B) for the Class B-VF1 Variable Funding Notes, $63,500,000, (C) for the Class C-VF1 Variable Funding Notes, $33,250,000, and (D) for the Class D-VF1 Variable Funding Notes, $25,250,000; or (iii) in the case of each such Class on any date, such lesser amount calculated pursuant to a written agreement between the Servicer, the Administrator and the Administrative Agent.”

(b) Section 2 of the Indenture Supplement is hereby amended by deleting the first paragraph of the definition of “Advance Rates” in its entirety and replacing it with the following:

““Advance Rates”: means, for any date of determination with respect to each Receivable and any Class of Series 2012-VF1 Notes, the percentage amount based on the Advance Type of such Receivable, as set forth below;

provided, that in the event of an OLS Ratings Downgrade Event, the Advance Rates applicable to the Receivables related to such Class of Notes shall be equal to the Advance Rates prior to such OLS Ratings Downgrade Event minus 5.00% (such reduction, a “Downgrade Advance Rate Reduction”); provided, however, that, following such a Downgrade Advance Rate Reduction, if (1) (a) a Collateral Test Rectification Event has occurred and (b) the Monthly Reimbursement Rate is greater than 9.00%, or (2) an upgrade by S&P and any other Note Rating Agency rating the Series 2012-VF1 Notes of the Servicer’s (prior to any MSR Transfer Date) and the related Subservicer’s (on and after any MSR Transfer Date) sub-prime servicer rating to “Average” or higher occurs, then the Advance Rates applicable to the Receivables related to such Class of Notes shall be equal to the Advance Rates after giving effect to such Downgrade Advance Rate Reduction plus 5.00%;

provided, further, that, on and after January 20, 2015, the Advance Rates applicable to the Receivables related to such Class of Notes shall be equal to the Advance Rates prior to January 20, 2015, minus 2.00%; provided, however, that following such advance rate reduction, if the Issuer (1) issues one or more Series of Term Notes (a) the Classes of which are each rated by at least one Note Rating Agency, (b) in aggregate principal balance equal to or greater than $300,000,000, and (c) each with a Stated Maturity Date and Expected Repayment Date of at least eleven months after the first Payment Date of such Series of Term Notes, and (2) reduces the aggregate Maximum VFN Principal Balance for the Series 2012-VF1 Variable Funding Notes to not more than $600,000,000, then the Advance Rates applicable to the Receivables related to such Class of Notes shall be equal to the Advance Rates after giving effect to such advance rate reduction plus 2.00%; and

provided, further, that the Advance Rate for any Receivable related to any Class of Notes shall be zero if such Receivable is not a Facility Eligible Receivable.”

Section 2. Amendment to Note Purchase Agreement and the Variable Funding Notes.

The first paragraph of the Note Purchase Agreement is hereby amended by deleting it in its entirety and replacing it with the following paragraph:

“HLSS Servicer Advance Receivables Trust, a Delaware statutory trust (the “Issuer”), hereby sells to Barclays Bank PLC (the “Administrative Agent” and the “Purchaser”) the HLSS Servicer Advance Receivables Backed Notes, Series 2012-VF1, Class A-VF1 Notes (the “Class A-VF1 Variable Funding Notes”) with a Maximum VFN Principal Balance of $660,570,000 prior to April 15, 2015, and $578,000,000 on or after April 15, 2015, the HLSS Servicer Advance Receivables Backed Notes, Series 2012-VF1, Class B-VF1 Variable Funding Notes (the “Class B-VF1 Variable Funding Notes”) with a Maximum VFN Principal Balance of $72,570,000 prior to April 15, 2015, and $63,500,000 on or after April 15, 2015, the HLSS Servicer Advance Receivables Backed Notes, Series 2012-VF1, Class C-VF1 Variable Funding Notes (the “Class C-VF1 Variable Funding Notes”) with a Maximum VFN Principal Balance of $38,000,000 prior to April 15, 2015, and $33,250,000 on or after April 15, 2015, and the HLSS Servicer Advance Receivables Backed Notes, Series 2012-VF1, Class D-VF1 Notes (the “Class D-VF1 Variable Funding Notes” and, together with the Class A-VF1 Variable Funding Notes, the Class B-VF1 Variable Funding Notes and the Class C-VF1 Variable Funding Notes, the “Notes”) with a Maximum VFN Principal Balance of $28,860,000 prior to April 15, 2015, and $25,250,000 on or after April 15, 2015.”

Section 3. Amendment to Transaction Documents.

Notwithstanding any other provisions in the Base Indenture, the Indenture Supplement, the Note Purchase Agreement or any other Transaction Document, this Amendment serves as the written agreement among the parties hereto that the Maximum VFN Principal Balance set forth in the Class A-VF1 Variable Funding Notes, Class B-VF1 Variable Funding Notes, Class C-VF1 Variable Funding Notes and Class D-VF1 Variable Funding Notes have been fully amended to reflect the definition of “Maximum VFN Principal Balance” contained herein.

Section 4. Waiver of Issuer Tax Opinion.

Pursuant to Section 12.2 of the Base Indenture, the Noteholder hereby waives and instructs the Administrative Agent and the Indenture Trustee to waive the provisions of Section 12.2 of the Base Indenture which require delivery of an Issuer Tax Opinion with respect to this Amendment.

Section 5. Conditions to Effectiveness of this Amendment.

This Amendment shall become effective upon the latest to occur of the following (the “Effective Date”):

(i) the execution and delivery of this Amendment by all parties hereto;

(ii) prior notice to the Note Rating Agency; and

(iii) the delivery of the Authorization Opinion.

Section 6. Effect of Amendment. Except as expressly amended and modified by this Amendment, all provisions of the Indenture Supplement, the Base Indenture and the Note Purchase Agreement shall remain in full force and effect and all such provisions shall apply equally to the terms and conditions set forth herein. This Amendment shall be effective as of the Effective Date upon the satisfaction of the conditions precedent set forth in Section 5 hereof and shall not be effective for any period prior to the Effective Date. After this Amendment becomes effective, all references in the Indenture Supplement, the Base Indenture or Note Purchase Agreement to “this Indenture Supplement,” “this Indenture,” “this Note Purchase Agreement,” “hereof,” “herein” or words of similar effect referring to such Indenture Supplement, Base Indenture and Note Purchase Agreement shall be deemed to be references to the Indenture Supplement, the Base Indenture or Note Purchase Agreement, as applicable, as amended by this Amendment. This Amendment shall not be deemed to expressly or impliedly waive, amend or supplement any provision of the Indenture Supplement, the Base Indenture or Note Purchase Agreement other than as set forth herein.

Section 7. Representations and Warranties. (a) The Purchaser hereby represents and warrants that as of the date hereof (i) it is the sole Holder of each of the Class A-VF1 Variable Funding Notes, the Class B-VF1 Variable Funding Notes, the Class C-VF1 Variable Funding Notes and the Class D-VF1 Variable Funding Notes, (ii) it is duly authorized to deliver this Amendment to the Indenture Trustee and such power has not been granted or assigned to any other Person, and (iii) the Indenture Trustee may conclusively rely upon this Amendment.

(b) In its capacity as Note Registrar, the Indenture Trustee confirms that the Note Register reflects the Purchaser as the sole Holder of all Notes currently Outstanding under the Indenture Supplement. Such Holder’s consent to the terms of this Amendment is evidenced by its signature hereto.

(c) OLS hereby represents and warrants that the execution and effectiveness of this Amendment shall not materially affect it, in its capacity as the Subservicer under any of the Designated Servicing Agreements or any of the Transaction Documents.

(d) With the exception of the previously disclosed subpoena received from the Securities and Exchange Commission, HLSS hereby represents and warrants that as of the date hereof, no proceeding, investigation or litigation is before any court, tribunal or governmental body, nor to the knowledge of HLSS is threatened against HLSS, nor is there any such proceeding, investigation or litigation currently pending, nor, to the knowledge of HLSS, is any such proceeding, investigation or litigation threatened against HLSS that could reasonably be expected to have an Adverse Effect.

Section 8. Expenses. The Receivables Seller hereby agrees that in addition to any costs otherwise required to be paid pursuant to the Transaction Documents, the Receivables Seller shall be responsible for the payments of the reasonable and documented legal fees and out-of-pocket expenses of legal counsel to the Administrative Agent, the Noteholders, the Owner Trustee and the Indenture Trustee incurred in connection with the consummation of this Amendment and all other documents executed or delivered in connection therewith.

Section 9. Representations; Ratifications Covenants: (a) In order to induce the Noteholders and the Administrative Agent to execute and deliver this Amendment, the Issuer, HLSS, OLS and Servicer hereby represent and warrant to the Noteholders and the Administrative Agent that as of the date hereof, the Issuer, HLSS, OLS and Servicer are in full compliance with all of the terms and conditions of the Indenture and the other Transaction Documents and no Default or Event of Default has occurred and is continuing under the Indenture or any other Transaction Documents.

(b) The parties hereto ratify all terms of the existing Indenture other than those amended hereby, and ratify those provisions as amended hereby.

Section 10. Entire Agreement. The Indenture and the Note Purchase Agreement, each as amended by this Amendment, constitute the entire agreement among the parties hereto with respect to the subject matter hereof, and fully supersede any prior or contemporaneous agreements relating to such subject matter.

Section 11. Successors and Assigns. This Amendment shall be binding upon the parties hereto and their respective successors and assigns.

Section 12. Section Headings. The various headings and sub-headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Amendment or the Indenture or any provision hereof or thereof.

Section 13. GOVERNING LAW. THIS AMENDMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO OR IN CONNECTION WITH THIS AMENDMENT, THE RELATIONSHIP OF THE PARTIES HERETO, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES HERETO SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO THE CONFLICT OF LAW PROVISIONS THEREOF OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW) AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Section 14. Recitals. The statements contained in the recitals to this Amendment shall be taken as the statements of the Issuer, and the Indenture Trustee (in each capacity) assumes no responsibility for their correctness. The Indenture Trustee makes no representation as to the validity or sufficiency of this Amendment (except as may be made with respect to the validity of its own obligations hereunder). In entering into this Amendment, the Indenture Trustee shall be entitled to the benefit of every provision of the Base Indenture and the Indenture Supplement relating to the conduct of or affecting the liability of or affording protection to the Indenture Trustee.

Section 15. Owner Trustee Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Amendment is executed and delivered by Wilmington Trust Company, not individually or personally, but solely as Owner Trustee of the Issuer under the Trust Agreement, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as a personal representation, undertaking and agreement by Wilmington Trust Company but is made and intended for the purpose of binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto and (d) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Amendment.

Section 16. Counterparts. This Amendment may be executed in one or more counterparts and by the different parties hereto on separate counterparts, including without limitation counterparts transmitted by facsimile, each of which, when so executed, shall be deemed to be an original and such counterparts, together, shall constitute one and the same agreement.

[signature pages follow]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

HLSS SERVICER ADVANCE RECEIVABLES TRUST, as Issuer

By: Wilmington Trust Company, not in its individual capacity but solely as Owner Trustee


By:	Name: Title: