As filed with the Securities and Exchange Commission on February 8, 2012
Registration No. 333-174246
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Amendment No. 3
to
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
 
 
NATIONSTAR MORTGAGE HOLDINGS INC.
(Exact name of registrant as specified in its charter)
 
         
Delaware
  6162   45-2156869
(State or Other Jurisdiction of Incorporation or Organization)
  (Primary Standard Industrial Classification Code Number)   (I.R.S. Employer
Identification No.)
 
350 Highland Drive
Lewisville, Texas 75067
(469) 549-2000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
 
 
Nationstar Mortgage Holdings Inc.
350 Highland Drive
Lewisville, Texas, 75067
(469) 549-2000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
 
 
(Copies of all communications, including communications sent to agent for service)
 
     
Duane McLaughlin, Esq.
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, New York 10006
(212) 225-2000
  Richard B. Aftanas, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
4 Times Square
New York, New York 10036
(212) 735-3000
 
Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.
 
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box:   o
 
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   o
 
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   o
 
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer  o Accelerated filer  o Non-accelerated filer  þ Smaller reporting company  o
(Do not check if a smaller reporting company)
 
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
 


 

EXPLANATORY NOTE
 
This Pre-Effective Amendment No. 3 to the Registration Statement on Form S-1 (File No. 333-174246) of Nationstar Mortgage Holdings Inc. is filed for the purpose of adding exhibits to such Registration Statement and amending the Exhibit Index, which is incorporated by reference by “Part II — Item 16. Exhibits and Financial Statement Schedules.”


 

PART II
 
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 13.    Other Expenses of Issuance and Distribution.
 
The following table sets forth the estimated fees and expenses (except for the SEC registration fee, the Financial Industry Regulatory Authority, Inc. (“FINRA”), filing fee and the NYSE listing fee) payable by the registrant in connection with the distribution of our common stock:
 
         
SEC registration fee
  $ 46,440  
FINRA filing fee
    40,500  
NYSE listing fee
    *  
Printing and engraving expenses
    *  
Legal fees and expenses
    *  
Accounting fees and expenses
    *  
Transfer agent and registrar fees and expenses
    *  
Blue Sky fees and expenses
    *  
Miscellaneous
    *  
         
Total
  $        
         
 
* To be provided by amendment.
 
We will bear all of the expenses shown above.
 
Item 14.    Indemnification of Directors and Officers.
 
Section 102 of the Delaware General Corporation Law, as amended, or the DGCL, allows a corporation to eliminate the personal liability of directors to a corporation or its stockholders for monetary damages for a breach of a fiduciary duty as a director, except where the director breached his duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase or redemption in violation of Delaware corporate law or obtained an improper personal benefit.
 
Section 145 of the DGCL provides, among other things, that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the corporation’s request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with the action, suit or proceeding. The power to indemnify applies if (i) such person is successful on the merits or otherwise in defense of any action, suit or proceeding or (ii) such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The power to indemnify applies to actions brought by or in the right of the corporation as well, but only to the extent of defense expenses (including attorneys’ fees but excluding amounts paid in settlement) actually and reasonably incurred and not to any satisfaction of judgment or settlement of the claim itself, and with the further limitation that in such actions no indemnification shall be made in the event of any adjudication of negligence or misconduct in the performance of his duties to the corporation, unless a court believes that in light of all the circumstances indemnification should apply.


II-1


 

Section 174 of the DGCL provides, among other things, that a director who willfully and negligently approves of an unlawful payment of dividends or an unlawful stock purchase or redemption may be held liable for such actions. A director who was either absent when the unlawful actions were approved or dissented at the time, may avoid liability by causing his or her dissent to such actions to be entered in the books containing the minutes of the meetings of the board of directors at the time the action occurred or immediately after the absent director receives notice of the unlawful acts.
 
The Company’s amended and restated certificate of incorporation states that no director shall be personally liable to us or any of our stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as it exists or may be amended. A director is also not exempt from liability for any transaction from which he or she derived an improper personal benefit, or for violations of Section 174 of the DGCL. To the maximum extent permitted under Section 145 of the DGCL, our amended and restated certificate of incorporation authorizes us to indemnify any and all persons whom we have the power to indemnify under the law.
 
Our bylaws provide that the Company will indemnify, to the fullest extent permitted by the DGCL, each person who was or is made a party or is threatened to be made a party in any legal proceeding by reason of the fact that he or she is or was a director or officer of the Company or is or was a director or officer of the Company serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. However, such indemnification is permitted only if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. Indemnification is authorized on a case-by-case basis by (1) our board of directors by a majority vote of disinterested directors, (2) a committee of the disinterested directors, (3) independent legal counsel in a written opinion if (1) and (2) are not available, or if disinterested directors so direct, or (4) the stockholders. Indemnification of former directors or officers shall be determined by any person authorized to act on the matter on our behalf. Expenses incurred by a director or officer in defending against such legal proceedings are payable before the final disposition of the action, provided that the director or officer undertakes to repay us if it is later determined that he or she is not entitled to indemnification.
 
Prior to completion of this offering, the Company intends to enter into separate indemnification agreements with its directors and officers. Each indemnification agreement will provide, among other things, for indemnification to the fullest extent permitted by law and our amended and restated certificate of incorporation and amended and restated bylaws against any and all expenses, judgments, fines, penalties and amounts paid in settlement of any claim. The indemnification agreements will provide for the advancement or payment of all expenses to the indemnitee and for reimbursement to us if it is found that such indemnitee is not entitled to such indemnification under applicable law and our amended and restated certificate of incorporation and bylaws.
 
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed that, in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. We maintain directors’ and officers’ liability insurance for our officers and directors.
 
The Registrant maintains standard policies of insurance under which coverage is provided (a) to its directors and officers against loss rising from claims made by reason of breach of duty or other wrongful act, and (b) to the Registrant with respect to payments which may be made by the Registrant to such officers and directors pursuant to the above indemnification provision or otherwise as a matter of law.


II-2


 

Item 15.    Recent Sales of Unregistered Securities.
 
In the last three years, we have not issued or sold any unregistered securities.
 
Item 16.    Exhibits and Financial Statement Schedules.
 
(a) Exhibits: The list of exhibits is set forth in beginning on page II-5 of this Registration Statement and is incorporated herein by reference.
 
(b) Financial Statement Schedules: No financial statement schedules are provided because the information called for is not applicable or is shown in the financial statements or notes thereto.
 
Item 17.    Undertakings.
 
* (f) The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.
 
* (h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
 
* (i) The undersigned registrant hereby undertakes that:
 
  •     For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by us pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
 
  •     For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
* Paragraph references correspond to those of Regulation S-K, Item 512.


II-3


 

SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lewisville, State of Texas on February 8, 2012.
 
Nationstar Mortgage Holdings Inc.
 
/s/  Jay Bray
  By:   Jay Bray
  Title:  President, Chief Executive Officer and
Chief Financial Officer
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
 
             
Name
 
Title
 
Date
 
         
/s/  Jay Bray

Jay Bray
  President, Chief Executive Officer,
Chief Financial Officer and Director
(principal executive, financial
and accounting officer)
  February 8, 2012
         
/s/  Anthony H. Barone

Anthony H. Barone
  Director   February 8, 2012


II-4


 

EXHIBIT INDEX
 
         
Exhibit
   
Number
 
Description
 
  1 .1*   Form of Underwriting Agreement
  3 .1*   Form of Amended and Restated Certificate of Incorporation of Nationstar Mortgage Holdings Inc.
  3 .2*   Form of Amended and Restated Bylaws of Nationstar Mortgage Holdings Inc.
  3 .3†   Certificate of Incorporation of Nationstar Mortgage Holdings Inc.
  3 .4†   Bylaws of Nationstar Mortgage Holdings Inc.
  4 .1†   Form of Stockholders Agreement by and among Nationstar Mortgage Holdings Inc and FIF HE Holdings LLC.
  4 .2   Indenture, dated as of March 26, 2010, among Nationstar Mortgage LLC, Nationstar Capital Corporation, and Wells Fargo Bank, N.A., as trustee, including the form of 10.875% Senior Note due 2015 (incorporated by reference to Exhibit 4.1 to Nationstar Mortgage LLC’s Registration Statement on Form S-4 filed with the SEC on December 23, 2010).
  4 .3   Supplemental Indenture, dated as of August 31, 2010, among NSM Recovery Services Inc, a subsidiary of Nationstar Mortgage LLC, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to Nationstar Mortgage LLC’s Registration Statement on Form S-4 filed with the SEC on December 23, 2010).
  4 .4   Supplemental Indenture, dated as of December 13, 2010, among NSM Foreclosure Services Inc, a subsidiary of Nationstar Mortgage LLC, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.3 to Nationstar Mortgage LLC’s Registration Statement on Form S-4 filed with the SEC on December 23, 2010).
  4 .5   Supplemental Indenture, dated as of December 19, 2011, among Nationstar Mortgage LLC, Nationstar Capital Corporation, Centex Land Vista Ridge Lewisville III General Partner, LLC, Centex Land Vista Ridge Lewisville III, L.P., Harwood Service Company LLC, Harwood Insurance Services, LLC, Harwood Service Company of Georgia, LLC, Harwood Service Company of New Jersey, LLC, Homeselect Settlement Solutions, LLC, Nationstar 2009 Equity Corporation, Nationstar Equity Corporation, Nationstar Industrial Loan Company, Nationstar Industrial Loan Corporation, NSM Recovery Services, Inc., NSM Foreclosure Services, Inc., and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Nationstar Mortgage LLC’s Current Report on Form 8-K filed with the SEC on December 19, 2011).
  4 .6   Registration Rights Agreement, dated as of March 26, 2010, among Nationstar Mortgage LLC, Nationstar Capital Corporation, Barclays Capital Inc., Banc of America Securities LLC, Deutsche Bank Securities Inc. and RBS Securities Inc. (incorporated by reference to Exhibit 4.4 to Nationstar Mortgage LLC’s Registration Statement on Form S-4 filed with the SEC on December 23, 2010).
  4 .7   Registration Rights Agreement, dated as of March 26, 2010, among Nationstar Mortgage LLC, Nationstar Capital Corporation, Barclays Capital Inc., Banc of America Securities LLC, Deutsche Bank Securities Inc. and RBS Securities Inc. (incorporated by reference to Exhibit 10.1 to Nationstar Mortgage LLC’s Current Report on Form 8-K filed with the SEC on December 19, 2011).
  5 .1*   Opinion of Cleary Gottlieb Steen & Hamilton LLP.
  10 .1   Amended and Restated Servicer Advance Early Reimbursement Addendum, dated as of August 16, 2010, between Nationstar Mortgage LLC and Fannie Mae (incorporated by reference to Exhibit 10.1 to Nationstar Mortgage LLC’s Registration Statement on Form S-4 filed with the SEC on December 23, 2010).
  10 .2   Fifth Amended and Restated Master Repurchase Agreement, dated as of January 27, 2010, between The Royal Bank of Scotland plc, as buyer, and Nationstar Mortgage LLC, as seller (incorporated by reference to Exhibit 10.2 to Nationstar Mortgage LLC’s Registration Statement on Form S-4 filed with the SEC on December 23, 2010).


II-5


 

         
Exhibit
   
Number
 
Description
 
  10 .3   Amendment Number One to Fifth Amended and Restated Master Repurchase Agreement, and Amendment Number One to Fifth Amended and Restated Pricing Side Letter, both dated as of April 6, 2010, between The Royal Bank of Scotland Plc and Nationstar Mortgage LLC. (incorporated by reference to Exhibit 10.3 to Amendment No. 3 to Nationstar Mortgage LLC’s Registration Statement on Form S-4 filed with the SEC on April 27, 2011).
  10 .4   Amendment Number Two to Fifth Amended and Restated Master Repurchase Agreement, and Amendment Number Two to Fifth Amended and Restated Pricing Side Letter, both dated as of February 25, 2011, between The Royal Bank of Scotland Plc and Nationstar Mortgage LLC. (incorporated by reference to Exhibit 10.4 to Amendment No. 3 to Nationstar Mortgage LLC’s Registration Statement on Form S-4 filed with the SEC on April 27, 2011).
  10 .5   Subservicing Agreement, dated as of October 29, 2010, between Fannie Mae and Nationstar Mortgage LLC (incorporated by reference to Exhibit 10.3 to Amendment No. 1 to Nationstar Mortgage LLC’s Registration Statement on Form S-4 filed with the SEC on February 9, 2011).
  10 .6   Strategic Relationship Agreement, dated as of December 16, 2009, between Fannie Mae and Nationstar Mortgage LLC (incorporated by reference to Exhibit 10.4 to Nationstar Mortgage LLC’s Registration Statement on Form S-4 filed with the SEC on December 23, 2010).
  10 .7   Subservicing Agreement, dated as of February 1, 2011, among MorEquity, Inc., American General Financial Services of Arkansas, Inc. and American General Home Equity, Inc. as owners and as servicers, and Nationstar Mortgage LLC, as subservicer. (incorporated by reference to Exhibit 10.5 to Amendment No. 2 to Nationstar Mortgage LLC’s Registration Statement on Form S-4 filed with the SEC on March 28, 2011).
  10 .8   Subservicing Agreement (American General Mortgage Loan Trust 2006-1), dated as of February 1, 2011, between MorEquity, Inc., as servicer, and Nationstar Mortgage LLC, as subservicer (incorporated by reference to Exhibit 10.6 to Amendment No. 2 to Nationstar Mortgage LLC’s Registration Statement on Form S-4 filed with the SEC on March 28, 2011).
  10 .9   Subservicing Agreement (American General Mortgage Loan Trust 2010-1), dated as of February 1, 2011, between MorEquity, Inc., as servicer, and Nationstar Mortgage LLC, as subservicer. (incorporated by reference to Exhibit 10.7 to Amendment No. 2 to Nationstar Mortgage LLC’s Registration Statement on Form S-4 filed with the SEC on March 28, 2011).
  10 .10   Sale and Servicing Agreement, dated as of April 6, 2010, between The Financial Asset Securities Corp., as Depositor, Centex Home Equity Company, LLC, as Originator and Servicer, Newcastle Mortgage Securities Trust 2006-1, as Issuer, and JPMorgan Chase Bank, N.A. (incorporated by reference to Exhibit 10.10 to Amendment No. 5 to Nationstar Mortgage LLC’s Registration Statement on Form S-4 filed with the SEC on June 6, 2011).
  10 .11   Sale and Servicing Agreement, dated as of July 12, 2007, between Bear Stearns Asset-Backed Securities I LLC, as Depositor, Nationstar Mortgage LLC, as Servicer, Newcastle Mortgage Securities Trust 2007-1, as Issuing Entity, Wells Fargo Bank, N.A., as Master Servicer, Securities Administrator and Custodian, and The Bank of New York, as Indenture Trustee. (incorporated by reference to Exhibit 10.11 to Amendment No. 5 to Nationstar Mortgage LLC’s Registration Statement on Form S-4 filed with the SEC on June 6, 2011).
  10 .12   Subservicing Agreement, effective as of June 21, 2011, between First Tennessee Bank National Association, as Owner and Master Servicer, and Nationstar Mortgage LLC, as Servicer and Subservicer (incorporated by reference to Exhibit 10.12 to Amendment No. 6 to Nationstar Mortgage LLC’s Registration Statement on Form S-4 filed with the SEC on June 30, 2011).
  10 .13   Employment Agreement, dated as of January 29, 2008, by and between Nationstar Mortgage LLC and Robert L. Appel (incorporated by reference to Exhibit 10.5 to Nationstar Mortgage LLC’s Registration Statement on Form S-4 filed with the SEC on December 23, 2010).

II-6


 

         
Exhibit
   
Number
 
Description
 
  10 .14   Amendment, dated as of September 17, 2010, to Employment Agreement dated January 29, 2008 by and between Nationstar Mortgage LLC and Robert L. Appel (incorporated by reference to Exhibit 10.6 to Nationstar Mortgage LLC’s Registration Statement on Form S-4 filed with the SEC on December 23, 2010).
  10 .15   Employment Agreement, dated as of February 19, 2009, by and between Nationstar Mortgage LLC and Douglas Krueger (incorporated by reference to Exhibit 10.7 to Nationstar Mortgage LLC’s Registration Statement on Form S-4 filed with the SEC on December 23, 2010).
  10 .16   Employment Agreement, dated as of September 17, 2010, by and between Nationstar Mortgage LLC and Anthony H. Barone (incorporated by reference to Exhibit 10.8 to Nationstar Mortgage LLC’s Registration Statement on Form S-4 filed with the SEC on December 23, 2010).
  10 .17   Employment Agreement, dated as of September 17, 2010, by and between the Company and Jesse K. Bray (incorporated by reference to Exhibit 10.9 to Nationstar Mortgage LLC’s Registration Statement on Form S-4 filed with the SEC on December 23, 2010).
  10 .18   Employment Agreement, dated as of September 17, 2010, by and between Nationstar Mortgage LLC and Amar Patel (incorporated by reference to Exhibit 10.10 to Nationstar Mortgage LLC’s Registration Statement on Form S-4 filed with the SEC on December 23, 2010).
  10 .19   Form of Restricted Series 1 Preferred Unit Award Agreement under FIF HE Holdings LLC Fifth Amended and Restated Limited Liability Company Agreement (incorporated by reference to Exhibit 10.11 to Nationstar Mortgage LLC’s Registration Statement on Form S-4 filed with the SEC on December 23, 2010).
  10 .20   Form of Series 1 Class A Unit Award Agreement under FIF HE Holdings LLC Fifth Amended and Restated Limited Liability Company (incorporated by reference to Exhibit 10.12 to Nationstar Mortgage LLC’s Registration Statement on Form S-4 filed with the SEC on December 23, 2010).
  10 .21   Form of Series 2 Class A Unit Award Agreement under FIF HE Holdings LLC Fifth Amended and Restated Limited Liability Company (incorporated by reference to Exhibit 10.13 to Nationstar Mortgage LLC’s Registration Statement on Form S-4 filed with the SEC on December 23, 2010).
  10 .22   Nationstar Mortgage LLC Annual Incentive Compensation Plan (incorporated by reference to Exhibit 10.14 to Nationstar Mortgage LLC’s Registration Statement on Form S-4 filed with the SEC on December 23, 2010).
  10 .23   Nationstar Mortgage LLC Incentive Program Summary (incorporated by reference to Exhibit 10.15 to Nationstar Mortgage LLC’s Registration Statement on Form S-4 filed with the SEC on December 23, 2010).
  10 .24   Nationstar Mortgage LLC Long-Term Incentive Plan for Mr. Krueger. (incorporated by reference to Exhibit 10.16 to Nationstar Mortgage LLC’s Registration Statement on Form S-4 filed with the SEC on December 23, 2010).
  10 .25   Fifth Amended and Restated Limited Liability Company Agreement of FIF HE HOLDINGS LLC (incorporated by reference to Exhibit 10.25 to Amendment No. 6 to Nationstar Mortgage LLC’s Registration Statement on Form S-4 filed with the SEC on June 30, 2011).
  10 .26   Mortgage Servicing Rights Purchase and Sale Agreement, dated and effective as of September 30, 2011, between Bank of America, National Association, as seller, and Nationstar Mortgage LLC, as buyer (incorporated by reference to Exhibit 2.1 to Nationstar Mortgage LLC’s Quarterly Report on Form 10-Q filed with the SEC on November 14, 2011).
  10 .27†   Servicer Rights Sale and Issuer Transfer Agreement, dated December 5, 2011, between Bank of America, National Association, as seller, and Nationstar Mortgage LLC, as buyer.
  10 .28†   Sale Agreement, dated December 8, 2011, between Newcastle Investment Corp., as buyer, and Nationstar Mortgage LLC, as seller.
  10 .29†   Replacement Agreement, dated December 8, 2011, between Newcastle Investment Corp. and Nationstar Mortgage LLC.
  10 .30†   As Soon As Pooled Plus Agreement, dated March 24, 2009, between Fannie Mae and Nationstar Mortgage LLC.

II-7


 

         
Exhibit
   
Number
 
Description
 
  10 .31†   Amended and Restated Master Repurchase Agreement, dated October 21, 2010, between Bank of America, N.A., as buyer, and Nationstar Mortgage LLC, as seller.
  10 .32**†   Amended and Restated Transactions Terms Letter, dated October 21, 2010, between Bank of America, N.A., as buyer, and Nationstar Mortgage LLC, as seller.
  10 .33†   Amendment Number One to the Amended and Restated Master Repurchase Agreement, dated November 24, 2010, between Bank of America, N.A., as buyer, and Nationstar Mortgage LLC, as seller.
  10 .34†   Amendment Number Two to the Amended and Restated Master Repurchase Agreement, dated October 20, 2011, between Bank of America, N.A., as buyer, and Nationstar Mortgage LLC, as seller.
  10 .35†   Amendment Number Three to the Amended and Restated Master Repurchase Agreement, dated January 17, 2012, between Bank of America, N.A., as buyer, and Nationstar Mortgage LLC, as seller.
  10 .36**†   Amendment Number Three to the Amended and Restated Transactions Terms Letter, dated January 17, 2012, between Bank of America, N.A., as buyer, and Nationstar Mortgage LLC, as seller.
  10 .37†   Mortgage Selling and Servicing Contract, dated July 31, 1997, between Fannie Mae and Centex Home Equity Corp.
  10 .38†   Addendum to Mortgage Selling and Servicing Contract, dated September 12, 2006, between Fannie Mae and Nationstar Mortgage LLC.
  10 .39*   Consulting Agreement, dated          , between Anthony Barone, as consultant, and Nationstar Mortgage LLC.
  10 .40*   Letter Agreement, dated          , between Anthony Barone, Nationstar Mortgage LLC, and FIF HE Holdings LLC.
  10 .41**   Further Amended and Restated Servicer Advance Early Reimbursement Mechanics Addendum, dated as of May 1, 2011, between Nationstar Mortgage LLC and Fannie Mae.
  10 .42   Corrected and Restated Amendment to Amended and Restated Servicer Advance Early Reimbursement Mechanics Addendum, dated as of September 1, 2011, between Nationstar Mortgage LLC and Fannie Mae.
  10 .43   Third Amendment to Amended and Restated Servicer Advance Early Reimbursement Mechanics Addendum, dated as of December 20, 2011, between Nationstar Mortgage LLC and Fannie Mae.
  10 .44   Amendment Number Three to Fifth Amended and Restated Master Repurchase Agreement, dated as of December 5, 2011, between the Royal Bank of Scotland Plc and Nationstar Mortgage LLC.
  10 .45   Amendment to Strategic Relationship Agreement, dated as of November 17, 2011, between Fannie Mae and Nationstar Mortgage LLC.
  10 .46   First Amendment to Subservicing Agreement, dated as of September 30, 2011, between Fannie Mae and Nationstar Mortgage LLC.
  10 .47**   Second Amendment to Subservicing Agreement, dated as of December 5, 2011, between Fannie Mae and Nationstar Mortgage LLC.
  10 .48**   Third Amendment to Subservicing Agreement, dated as of December 20, 2011, between Fannie Mae and Nationstar Mortgage LLC.
  21 .1*   Subsidiaries of the Registrants.
  23 .1†   Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
  23 .2*   Consent of Cleary Gottlieb Steen & Hamilton LLP (included in Exhibit 5.1).
 
 
* To be filed by amendment
** Certain portions of this exhibit have been omitted and have been filed separately with the SEC pursuant to a request for confidential treatment under Rule 406 as promulgated under the Securities Act.
Previously filed

II-8

Exhibit 10.41
CONFIDENTIAL TREATMENT REQUESTED
     
Title (Version Date):
  Further Amended and Restated Servicer Advance Early Reimbursement Mechanics Addendum dated May 1, 2011 (the “Addendum).
 
   
 
  This variance supersedes the previous five versions of the Servicer Advance Early Reimbursement Mechanics Addendum.
 
   
Description:
  Fannie Mae will provide Servicer with early reimbursement of certain underlying servicing advances, and Fannie Mae will recoup such early reimbursement amounts from future recoveries.
 
   
 
  Following a transfer to the Servicer of the servicing on underlying loans, Fannie Mae will provide Servicer with early reimbursement for 100% of outstanding Schedule 1 Legacy Advances, provided Fannie Mae is able to identify and segregate such advances in a manner it deems satisfactory in its sole and absolute discretion, exercised in good faith.
     
Indicative Terms
  See Summary of Indicative terms attached as Exhibit 1.
 
   
Termination
 
• After the Early Reimbursement Period (See Exhibit 1 for definition) is completed and the Aggregate Early Reimbursement Amount (See Exhibit 1 for definition) is zero.
         
Nationstar Mortgage LLC
 
 
By:   /s/ Gregory A. Oniu    
  Title: SVP   
  Date: 5/23/11   
 
Fannie Mae
 
 
By:   /s/ Leslie Peeler    
  Title: Vice President   
  Date: 8/17/10   

 


 

         
Exhibit 1 (as further amended and restated as of 05/01/2011)
This Exhibit shall supersede all previous versions
     
EARLY REIMBURSEMENT
PERIOD:
  The period, during which Fannie Mae will make payments of Periodic Early Reimbursement Amounts (as defined below) in respect of Eligible Advances (as defined below), which will commence on the Closing Date and end on the earlier of:
 
   
 
 
1. Disbursement of the Periodic Early Reimbursement Amount in December, 2011 (or mutually agreed upon termination); provided, however Fannie Mae shall provide at least 120 calendar days advance notice prior to the completion of the one year period of its decision to extend or terminate this Addendum; provided, however, that if such notice is not given at least 120 days prior to completion of any one year period, the Early Reimbursement Period shall automatically extend for an additional one year period; or
 
   
 
 
2. A Stop Event that is not waived by Fannie Mae.
 
   
 
  During the Early Reimbursement Period, Fannie Mae will make payments of Periodic Early Reimbursement Amounts at the direction of the Servicer and in compliance with this Addendum. Following the termination of the Early Reimbursement Period, Fannie Mae will no longer be required to make payments of Periodic Early Reimbursement Amounts.
 
   
ELIGIBLE ADVANCES
FOR EARLY
REIMBURSEMENT:
  Unless otherwise noted (none so noted) by specifying participating Servicer branch IDs, “Eligible Advance” shall include outstanding P&I Delinquency Advances (“P&I Delinquency Advance”), T&I Servicing Advances (“T&I Servicing Advance”), and other advances deemed to be Corporate Advances (“Corporate Advance”) (each, a “Servicing Advance”) made or required to be made by the Servicer pursuant to the Fannie Mae Servicing Guide (the “Guide”). T&I Servicing Advances on current mortgage loans serviced by the Servicer (“Mortgage Loans”) shall also be considered to be Eligible Advances.
 
   
 
  “Other Advances” shall mean T&I Servicing Advances and Corporate Advances. Other Advances must have been actually incurred by the Servicer.
 
   
 
  Servicing Advances may relate to loans held in MBS trusts (“MBS Servicing Advances”) or in Fannie Mae’s portfolio (“MRS Servicing Advances”) Funds relating to MBS Servicing Advances may not be commingled with those relating to MRS Servicing Advances.
 
   
 
  In addition to the Servicing Advances made by the Servicer, Other Advances and P&I Delinquency Advances shall also include (unless stated otherwise) any outstanding Servicing Advances made by Flagstar Capital Markets Corporation (the “Flagstar Legacy Advances”) or by any other servicer as listed on Schedule 1 (the “Schedule 1 Legacy Advances”) in connection with a servicing transfer to the Servicer. Each such advance shall be deemed a “Legacy Servicing Advance”. The parties by written agreement may add Legacy Advances to Schedule 1 from time to time, which Legacy Advances shall be deemed incorporated into this Addendum.

 


 

     
 
   
 
  For purposes of this Exhibit, a Servicing Advance will remain outstanding until finally reimbursed, rejected or ineligible under the Guide, notwithstanding any interim financing assistance provided by Fannie Mae.
 
   
PERIODIC EARLY
REIMBURSEMENT
AMOUNT:
  For any reporting cycle, an amount equal to the Funding Value of Eligible Advances, subject to the Early Reimbursement Amount Limit.
 
   
 
  If the Early Reimbursement Amount Limit is reached in a particular reporting cycle, Fannie Mae shall first fund P&I Delinquency Advances.
 
   
 
  Any Early Reimbursement Amounts received by the Servicer pursuant to this Addendum, if such amounts relate to MBS Servicing Advances, shall first be used by the Servicer to repay any and all amounts the Servicer may have previously borrowed from extra collections (i.e. funds that were not due in the cycle in which they were collected) held by the Servicer on behalf of an MBS trust (such term to mean any outstanding Fannie Mae mortgage-related security that the Servicer is servicing or sub-servicing underlying Mortgage Loans for).

 


 

     
AGGREGATE EARLY
REIMBURSEMENT AMOUNT:
  As of any date of determination, the excess, if any, of (i) the total Periodic Early Reimbursement Amounts previously paid at the direction of the Servicer by Fannie Mae prior to such date over (ii) the aggregate, cumulative amount of Collections (as defined below) recouped by, Fannie Mae prior to such date.
 
   
FUNDING VALUE:
  With respect to any Eligible Advance as of any date of determination, the product of (x) the outstanding balance of such Eligible Advance as of such date and (y) the applicable Early Reimbursement Rate.
 
   
EARLY REIMBURSEMENT RATE:
  [***] of P&I Delinquency Advances.
 
   
 
  Other Advances:
 
  [***] of T&I Servicing Advances
 
  [***] of Corporate Advances
 
   
 
  T&I Servicing Advances Early Reimbursement Rate and the Corporate Advances Early Reimbursement Rate:
 
   
 
  T&I Servicing Advances Early Reimbursement Rate and the Corporate Advances Early Reimbursement Rate will be subject to review by Fannie Mae on a quarterly basis. The first such quarterly review shall take place in March 2010 and any new value (either higher or lower than the current Early Reimbursement Rate) shall become effective for April 2010. As of the date of this Variance (“Variance”), such review has already occurred. In no event shall such Early Reimbursement Rates be less than [***] or greater than [***].
 
   
 
  Legacy Servicing Advances shall have an early reimbursement rate of 100% disbursed as set forth below under Ongoing Reconciliation Period.
 
***   Note: Confidential treatment has been requested with respect to the information contained within the [***] marking. Such portions have been omitted from this filing and have been filed separately with the Securities and Exchange Commission.

 


 

     
EARLY
REIMBURSEMENT
AMOUNT LIMIT:
  Fannie Mae’s obligation to make payment of Period Early Reimbursement Amounts will not exceed a maximum Aggregate Early Reimbursement Amount of $275,000,000 (two hundred seventy five million).
 
   
DEFICIENCY AMOUNT:
  A Deficiency Amount shall exist on any date if, and to the extent that, on such date, the Aggregate Early Reimbursement Amount exceeds the Funding Value of all Eligible Advances. If a Deficiency Amount exists, the party that becomes aware of such event shall immediately notify the other party of the existence of any Deficiency Amount. Any such Deficiency Amount shall be cured by the Servicer within three business days from the Servicer becoming aware of the existence of a Deficiency Amount.
 
   
TRUST ACCOUNT:
  “Trust Account” shall mean a trust account created by Fannie Mae in its name and under its control at U. S. Bank or another financial institution of Fannie Mae’s choosing. A Trust Account may relate to either MBS Servicing Advances or MRS Servicing Advances but not both.
 
   
 
  The Servicer hereby acknowledges and agrees that it has no right, title, interest or claim in or to any Trust Account or any funds or other assets therein (whether or not deposited by the Servicer), or any interest earned or accrued on the foregoing (notwithstanding anything to the contrary contained in the Guide or in any other agreement), all of which shall be the exclusive property of Fannie Mae, as Trustee for the respective MBS trusts or as Trustee for Single-Family Cash P&I Deposits, whichever are applicable.
 
   
INITIAL
RECONCILIATION
PERIOD:
  In the first month of the Early Reimbursement Period, the Servicer will provide Fannie Mae the necessary information describing all outstanding Eligible Advances. Fannie Mae will conduct Due Diligence (Due Diligence”) to determine the initial Early Reimbursement Amount and will distribute such Early Reimbursement Amount on September 10, 2009. As of the date of this Variance (“Variance”), such period has already occurred.
 
   
ONGOING
RECONCILIATION
PERIOD:
  Anytime an Advance is requested by Servicer hereunder, Servicer shall provide Fannie Mae via e-mail, an Advance Request Form, a sample of which is attached hereto as Attachment B, and shall deliver such request form via e-mail to advance_facilities_data@fanniemae.com.
 
   
 
  Beginning in the month of the Closing Date, the Servicer shall deliver reports to Fannie Mae no later than the close of business on the following date (the “Report Date”);
 
   
 
 
(i) In the event the Servicer is requesting P&I Delinquency Advances, the fifth business day prior to the Draft Date (as defined below) for such month, aggregating and describing all P&I Delinquency Advances required under the Guide for which it is requesting Periodic Early Reimbursement Amount; or
 
   
 
 
(ii) In the event the Servicer is requesting reimbursement for Other Advances, on the fifth business day of the month, and five business days prior to the last business day of the calendar month.
 
   
 
 

 


 

     
 
  No later than the second business day following the Report Date, Fannie Mae will notify the Servicer of any discrepancies listed below:
 
   
 
 
(iii) between the sum of (i) Required P&I (as defined below) and (ii) any amounts deposited by Fannie Mae as Periodic Early Reimbursement Amounts over or under the total amount required by the Servicer to be remitted on the Draft Date; and
 
   
 
 
(iv) between the (i) the sum of all reported loan-level P&I Delinquency Advances and (ii) the aggregate P&I Delinquency Advances requested by the Servicer.
 
   
 
  No later than the second business day following the Report Date, Fannie Mae will notify the Servicer of any discrepancy regarding requested Other Advances.
 
   
 
  On the business day each month prior to the first MBS P&I Draft Date (the “Draft Date”) published in Fannie Mae’s Master Servicing Reporting and Remitting Calendar, the following actions shall occur in parallel for MBS Servicing Advances and MRS Servicing Advances:
 
   
 
 
(i) to the extent a Periodic Early Reimbursement Amount is required to be distributed, Fannie Mae shall deposit (such, deposit shall be contingent on the fact that no discrepancy regarding the requested P&I Delinquency Advances remains outstanding, and further provided that no Stop Event has occurred, as set forth below) into the related Trust Account the Periodic Early Reimbursement Amount relating to the P&I Delinquency Advances for the related reporting . cycle; and
 
   
 
 
(ii) by 10:00 AM (Eastern Time) on such date, the Servicer shall deposit into the related Trust Account all remaining principal and interest required to be remitted on the Draft Date for all Fannie Mae MBS Mortgage Loans or portfolio - (MRS) Mortgage Loans serviced by the Servicer, as the case may be, after deducting the Periodic Early Reimbursement Amount for P&I Delinquency Advances (such remaining amount being the “Required P&I” for each Trust Account).
 
   
 
  On the business day immediately preceding the Draft Date and on the last business day of the calendar month - (“Wire Dates”), Fannie Mae shall wire (to the extent a Periodic Early Reimbursement Amount required to be distributed) at the direction of the Servicer, the Periodic Early Reimbursement Amount for Other Advances (as reported by the Servicer on the Report and as reconciled by Fannie Mae subsequent to the Report Date) to the Servicer (to an account specified by the Servicer). Such wire shall be contingent on the fact that:
 
   
 
 
     no discrepancy regarding the requested Other Advances or P&I Delinquency . Advances remains outstanding,
 
   
 
 
     the required reports are received five (5) business days prior to the Wire Dates, and
 
   
 
 
     further provided that no Stop Event has occurred, as set forth below.

 


 

     
 
  Fannie Mae will provide the Funding Summary, in substantially the same format as attached as Attachment C on each Wire Date.
 
   
 
  On the Draft Date, Fannie Mae shall draft from the respective Trust Accounts, in lieu of the Servicer’s custodial account or accounts, the Required P&1 and any amounts deposited by Fannie Mae as Periodic Early Reimbursement Amounts.
 
   
 
  The Servicer shall deposit into the Collections Account on the Draft Date any principal and interest reported as “uncollected” on the Report, and received between the business day immediately preceding the Report Date and the Draft Date.
 
   
 
  During and for one month after the Ongoing Reconciliation Period, Servicer shall also submit a report, no later than the 5th business day of the month, listing all loans that had been submitted for early reimbursement of P&I advances in the prior month and had become current by month’s end.
 
   
 
  No later than the 7th business day of the following month, Fannie Mae will notify the Servicer of any material discrepancy between the P&T Delinquency Advances (as previously reported by the Servicer) and the amounts reflected in Fannie Mae’s internal systems of record. Such material discrepancies shall constitute a material Due Diligence issue and the Servicer and Fannie Mae will work in good faith to resolve any such material discrepancies.
 
   
 
  Legacy Servicing Advances Disbursement Timing:
 
   
 
  Flagstar Legacy Advances:
 
   
 
  100% of P&I Delinquency Advances, 70% of T&I Servicing Advances, and 70% of Corporate Advances in October 2009 cycle of the Ongoing Reconciliation Period.
 
   
 
  30% of T&I Servicing Advances and 30% of Corporate Advances during the immediately subsequent monthly cycle in the Ongoing Reconciliation Period, upon the completion of a Due Diligence period as described below.
 
   
 
  To the extent, Legacy Servicing Advances have not been disbursed as contemplated above; such Legacy Servicing Advances shall be disbursed during subsequent reporting cycles occurring in the Ongoing Reconciliation Period.
 
   
 
  Schedule 1 Legacy Advances:
 
   
 
  100% following the addition of a Schedule 1 Legacy Advance, which may include any or all of P&I Delinquency Advances, T&I Servicing Advances and Corporate Servicing Advances, as specified in Schedule I, provided:
 
   
 
 
(i) Data available to Fannie Mae and the Servicer allow Fannie Mae to identify and segregate the Legacy Advances in a manner it deems satisfactory in its sole and absolute discretion, exercised in good faith; and

 


 

     
 
 
(ii) The Legacy Advance consist entirely of Servicing Advances of the type or types specified in the Fannie Mae EAF Data Dictionary.
 
   
REPORTS:
  The Servicer shall provide separate reports during the Ongoing Reconciliation Period for MBS and portfolio (MRS) Mortgage Loans. The reports will aggregate data at the Servicer level for all branches and include the following (such information to be provided as of the business day immediately preceding the Report Date):
 
   
 
 
     Loan-level and total amount requested for scheduled monthly P&I as yet uncollected, including amounts relating to scheduled P&I previously remitted through a Rapid Payment Method (as such term is defined in the Guide);
 
   
 
 
     Amount to be deposited by the Servicer as Required P&I; and
 
   
 
 
     Loan-level and total funding requested for all T&I Servicing Advances and Corporate Advances since the prior Report.
 
   
 
  As soon as feasible, the Servicer will endeavor to provide the report using the data formats described in the existing version of the Fannie Mae EAF Data Dictionary provided to the Servicer by Fannie Mae. After November 30, 2010, no Periodic Early Reimbursement Amount will be available unless and until the Servicer has submitted an acceptable report using such formats. In the future, Fannie Mae may revise the EAF Dictionary from time to time in a commercially reasonable manner.
 
   
 
  For the duration of the Variance, the Servicer shall also provide a daily report of all transactions for which a Collection occurs and the related deposits to the Collection Account.
 
   
 
  Not later than the twenty-fifth (25 th ) day of each calendar month (or the next Business Day if the twenty-fifth (25 th ) day is not a Business Day), Servicer shall deliver to Fannie Mae or its designee, as directed by Fannie Mae, (i) electronic and hard copies of bank reconciliations applicable to T&I Custodial Accounts for the prior month and applicable to P&I Custodial Accounts for the second prior month, (ii) a report from the entity providing tax monitoring services with penalty and interest information applicable to the Mortgage Loans for the prior month, (iii) electronic and hard copies of P&I Custodial Account Analysis (Form 496) for the second prior month, and (iv) electronic and hard copies of T&I Custodial Account Analysis (Form 496a) for the prior month.
 
   
COLLECTIONS ACCOUNT OVER COLLECTION :
  All collections and reimbursements related to outstanding Eligible Advances received on the related mortgage loans by the Servicer from Fannie Mae, from mortgagors, or as liquidation proceeds or other recoveries (in the aggregate, the “Collections”) must be deposited by the Servicer within 48 hours of receipt into a Collections Account established by Fannie Mae and under Fannie Mae’s control, subject to the following:
 
   
 
 
(i)     During the Early Reimbursement Period, the Servicer may retain any Collections in excess of the Periodic Early Reimbursement Amount outstanding on the related loan; and

 


 

     
 
 
(ii)  During the (i) period between December 31, 2010 and June 30, 2012 or (ii) the completion of the eighteen month period after the occurrence of a Stop Event (as applicable), the Servicer may retain any Collections in excess of the Aggregate Early Reimbursement Amount.
 
   
 
  However, following the occurrence of, and during the continuance of, a Stop Event that has not been waived by Fannie Mae, clauses (i) and (ii) above shall not apply and further, all reimbursements of Eligible Advances due from Fannie Mae shall be deposited directly into the Collections Account by Fannie Mae.
 
   
 
  Servicer shall notify Fannie Mae in the event it determines that any Periodic Early Reimbursement Amount relates to an advance other than an Eligible Advance. In addition, Fannie Mae shall provide Servicer with a monthly report listing any Periodic Early Reimbursement Amounts outstanding on advances it has determined to be ineligible, any relating to loans more than 90 days past their final liquidation date, real estate owned (“REO”) more than 90 days past their disposition date, and/or loans reported with a zero UPB. Servicer shall deposit any such amounts into the Collections Account within 15 calendar days after the date of such determination or report, regardless of whether recoveries have actually been collected.
 
   
 
  If the amount in the Collections Account exceeds the Aggregate Early Reimbursement Amount (“Over Collection”), then simultaneously with the payment of the Periodic Early Reimbursement Amount, the Over Collection amount shall be applied to reduce the aggregate Early Reimbursement Amount outstanding. Any amount by which the Over Collection exceeds the Aggregate Early Reimbursement Amount will be returned to the Servicer.
 
   
MONTHLY SETTLEMENTS
/ SETTLEMENT DATES:
  On the 3 rd business day of each calendar month, Fannie Mae will draft, from an account designated by the Servicer, the Early Reimbursement Compensation and any Deficiency Amount. Fannie Mae shall, by e-mail, inform the Servicer of the amount of such draft. Such date, each month, shall be deemed a “Settlement Date”.
 
   
 
  In the event that insufficient amounts are available to pay the Early Reimbursement Compensation, then Fannie Mae shall withdraw an amount equal to such outstanding Early Reimbursement Compensation directly from the Collections Account prior to the calculation of the Periodic Early Reimbursement Amount for that month. Such withdrawal will not void the occurrence of a Stop Event.

 


 

     
 
  Following the occurrence of, and during the continuance of, a Stop Event that has not been waived by Fannie Mae, Settlement Dates shall occur with such frequency (i.e., weekly or daily) as Fannie Mae shall direct.
 
   
EARLY REIMBURSEMENT
COMPENSATION:
  In consideration for receiving P&I Delinquency Advances and early reimbursement of Other Advances, the Servicer will pay Fannie Mae a monthly compensation amount equal to, with respect to the Aggregate Early Reimbursement Amount and any Settlement Date, the aggregate amount obtained by daily application of the Compensation Rate to the amount of the Aggregate Early Reimbursement Amount on a 360 day per year basis for the actual number of days elapsed since the prior Settlement Date. The Servicer will pay the Early Reimbursement Compensation to Fannie Mae on each Settlement Date from its corporate funds.
 
   
COMPENSATION RATE:
  [***] basis points over one-Month LIBOR. LIBOR will be set as of the last business day of the second month preceding the month in which the Settlement Date occurs. (For example, if the Settlement Date is August 3 rd , LIBOR will be as of the last business day in June.)
 
   
ADMENDMENT FEE:
  0.500% of the Early Reimbursement Amount Limit payable on the Closing Date and on the next business day after the Early Reimbursement Amount Limit is increased. The Amendment Fee shall be pro-rated on a monthly basis for any contract period less than 12 months. In the event this Addendum is extended before its scheduled expiration, any unused portion of the Amendment Fee will be credited against any future Amendment Fee due from the Servicer.
 
   
CLOSING DATE:
  December 22, 2010
 
   
RECOUPMENT:
  Periodic Early Reimbursement Amounts shall be recouped by Fannie Mae primarily through Collections, however the Servicer can pay any or all outstanding amounts due at any time with corporate funds, and is obligated to pay, if applicable, the outstanding Aggregate Early Reimbursement Amount on or prior to the completion of the . eighteen month period after the Early Reimbursement Period ends, whether by the passage of time or the occurrence of a Stop Event.
 
   
STOP EVENTS:
  Unless otherwise waived by Fannie Mae, Stop Events are as follows:
 
   
 
 
1.    Failure of the Servicer to pay any Early Reimbursement Compensation amount or any Deficiency Amount when due
 
 
2.    Servicer ceases to be an approved Fannie Mae Servicer.
 
 
3.    Occurrence of a change of the Servicer’s Organization as set forth in the Fannie Mae Servicing Guide Part 1, Chapter 2, Section 204.
 
***   Note: Confidential treatment has been requested with respect to the information contained within the [***] marking. Such portions have been omitted from this filing and have been filed separately with the Securities and Exchange Commission.

 


 

     
 
 
4.    Failure to resolve a material Due Diligence issue within 30 business days of notification, unless the parties mutually agree to extend such cure period (e.g. Due Diligence issues may include, but are not limited to, issues with the funds in the Collections Account or the making of non-permissible servicing advances). In addition. Fannie Mae has the option to suspend funding of Periodic Early Reimbursement Amounts while a material Due Diligence issue remains unresolved, even if no Stop Event has occurred. Fannie Mae will work in good faith to determine materiality of Due Diligence issues.
 
   
 
 
5.    Insolvency, Receivership or Bankruptcy of the Servicer, as established by a court of competent jurisdiction.
 
   
 
 
6.    Failure of Servicer to submit the required reporting (and not cured within 5 business days).
 
   
 
 
7.    Breaches of representations, warranties, covenants (not cured after a period of time).
 
   
 
 
8.    Event of Default under the Master Agreement or the Mortgage Selling and Servicing Contract, as applicable, which has not been cured as may be allowed under such agreement or contract, if applicable
 
   
 
 
9.    Failure by the Servicer to deposit into the Trust Account, Required P&I on the business day immediately prior to the Draft Date; provided, however, that such failure shall be subject to a cure period of one business day; provided, further, however, that such cure period shall be unavailable if such failure occurs more than once in any four-month period or more than twice in any twelve-month period.
 
   
 
  If a Stop Event occurs and is not waived by Fannie Mae, the Early Reimbursement Period is terminated.
 
   
DUE DILIGENCE REQUIREMENTS:
  Fannie Mae has the right to perform Due Diligence activities related to Eligible Advances and Periodic Early Reimbursement Amounts prior to the Closing Date and at any such time thereafter. Within 10 business days of Fannie Mae’s (or its agent’s) request, the Servicer is required to provide reasonable accommodations including documentation, system access, the results of Servicer’s own internal review and assessments, and on site review. Failure of the Servicer to provide such accommodations would be considered a material Due Diligence issue and will be a Stop Event
 
   
 
  Unless otherwise waived by Fannie Mae, Fannie Mae has the option to suspend funding of Early Reimbursement Amounts while any material Due Diligence issue remains unresolved.
 
   
 
  In the event non-material issues are discovered during the Due Diligence process, the Servicer will be notified in writing by Fannie Mae or its agent and will have a reasonable amount of time to cure such issues.
 
   
 
  The Servicer shall pay for all amounts for initial Due Diligence (as billed by a third party due diligence provider) and Fannie Mae shall pay for any other additional due diligence.
 
   
 
  As part of the funding of Flagstar Legacy Servicing Advances, Fannie Mae shall have the opportunity to conduct any additional Due Diligence it deems necessary. 30% of the funding for such Legacy Servicing Advances shall occur subsequent to the Due Diligence on such advances.

11


 

     
SERVICING TRANSFER:
  Unless consented to in writing by Fannie Mae, no loan serviced on behalf of Fannie Mae with respect to any outstanding Eligible Advance shall be transferred to another Service unless such Eligible Advance is collected and the related Periodic Early Reimbursement Amounts deposited into the Collections Account or the Servicer makes a payment equal to such outstanding amounts.
 
   
FANNIE MAE SERVICING REQUIREMENTS:
  Except as specifically set forth in this Variance, entering into this Variance does not alter or diminish any obligations or duties required of the Servicer according to the Fannie Mae and Service Guides or the Mortgage Selling and Servicing Contract.
 
   
ASSIGNMENT:
  Neither Fannie Mae nor the Servicer may assign, transfer or participate its rights under this Variance.
 
   
TERMINATION:
  After the Early Reimbursement Period is completed and the Aggregate Reimbursement Amount is zero, this Variance shall terminate.

12


 

SCHEDULE 1: LEGACY ADVANCES
         
Original Advancing Servicer   Nature of Advances Added   Date Added
Dovenmuehle Mortgage Inc.
  T&I Servicing Advances
Corporate Advances
  August 16, 2010
 
NHSA
  T&I Servicing Advances
Corporate Advances
  July 31, 2010
 
NHSA
  T&I Servicing Advances
Corporate Advances
  August 31, 2010
 
NHSA
  T&I Servicing Advances
Corporate Advances
  September 30, 2010
 
Construction Company
  T&I Servicing Advances
Corporate Advances
  July 31, 2010 (trailing loans to follow)
 
Independence Federal Saving Bank
  T&I Servicing Advances
Corporate Advances
  August 31, 2010
 
First Florida Funding Corp
  T&I Servicing Advances
Corporate Advances
  August 31, 2010
 
AmTrust
  P&I Servicing Advances
T&I Servicing Advances
Corporate Advances
  December 10, 2010 (For funding effective December 2010)

13


 

ATTACHMENT A
See attached EAF Data Dictionary

14


 

ATTACHMENT B
Advance Request Form
For the [month/date/year] EAF funding, Nationstar submitted the following files:
                 
    Number of Files     Total FNMA Advance  
File Name   Submitted     Amount  
P&I Advance Detail
          [$xxx.xx]
Corp/Escrow Advance Detail
          [$xxx.xx]
Total
          [$xxx.xx]

15


 

ATTACHMENT C
FUNDING SUMMARY (SAMPLE)
(See attached)

16

Exhibit 10.42
     
Title (Version Date):
  ( Corrected and Restated ) Amendment to Amended and Restated Servicer Advance Early Reimbursement Mechanics Addendum dated May 1, 2011 (the “Addendum”)
 
   
Description:
  Fannie Mae will provide Servicer with early reimbursement of certain underlying servicing advances, and Fannie Mae will recoup such early reimbursement amounts from future recoveries.
 
   
 
  Following a transfer to the Servicer by Flagstar Capital Markets Corporation of the servicing rights on certain loans effective September 1, 2011, Fannie Mae will provide Servicer with early reimbursement for 95% of P&I Delinquency Advances and 85% of T&I Servicing Advances and Corporate Servicing Advances applicable to the outstanding Legacy Advances on such loans (“Flagstar II Legacy Advances”), as provided in the Addendum. These reimbursement obligations are separate and distinct from those applicable to the “Flagstar Legacy Advances” as defined in the Addendum.
 
   
 
  This (Corrected and Restated) Amendment to Amended and Restated Servicer Advance Early Reimbursement Mechanics Addendum dated May 1, 2011 supersedes and replaces in its entirety that version previously executed by the parties on August 29 and 30, 2011.
 
   
 
   
 
   
Indicative Terms
  See attached Exhibit 1.
         
Nationstar Mortgage LLC    
 
       
By:
  /s/ Gregory A. Oniu    
         
Title:
  SVP    
         
Date:
  9/19/11    
         
 
       
Fannie Mae    
 
       
By:
  /s/ Leslie Peeler    
         
Title:
  VP    
         
Date:
  9/20/11    
         

 


 

Exhibit 1
(Corrected and Restated)
The Amended and Restated Servicer Advance Early Reimbursement Mechanics Addendum dated May 1, 2011, by and between Fannie Mae and Nationstar Mortgage LLC, shall be amended and supplemented, effective September 1, 2011, as follows:
  1.   The Section of the Addendum titled “ Eligible Advances for Early Reimbursement ” shall be supplemented to additionally provide the following:
 
      “Eligible Advances shall also include (unless stated otherwise) any outstanding Servicing Advances made by Flagstar Capital Markets Corporation in connection with the loans on which the servicing rights are transferred to Servicer effective September 1, 2011 (the “Flagstar II Legacy Advances.”)
 
  2.   The Section of the Addendum titled “ Ongoing Reconciliation Period ” shall be supplemented to additionally provide the following at the end of such section:
 
      Flagstar II Legacy Advances :
 
      95% of P&I Delinquency Advances; and 85% of T&I Servicing Advances and Corporate Servicing Advances, provided:
(i) Data available to Fannie Mae and the Servicer allow Fannie Mae to identify and segregate the Flagstar II Legacy Advances in a manner it deems satisfactory in its sole and absolute discretion, exercised in good faith; and
(ii) The Flagstar II Legacy Advances consist entirely of Servicing Advances of the type or types specified in the Fannie Mae EAF Data Dictionary.”

2

Exhibit 10.43
     
Title (Version Date):  
Third Amendment to Amended and Restated Servicer Advance Early Reimbursement Mechanics Addendum dated May 1, 2011 (the “Addendum”)
   
 
Description:  
Fannie Mae agrees to allow for daily early reimbursement of certain servicing Advances.
         
Indicative Terms See attached Exhibit 1.
         
  Nationstar Mortgage LLC
 
 
  By:   /s/ Gregory A. Oniu    
    Title: SVP   
    Date: 12/20/11   
 
  Fannie Mae
 
 
  By:   /s/ Leslie Peeler    
    Title: Vice President   
    Date: 12/20/11   

1


 

         
Exhibit 1
The Amended and Restated Servicer Advance Early Reimbursement Mechanics Addendum dated May 1, 2011, by and between Fannie Mae and Nationstar Mortgage LLC, shall be amended, effective December 20, 2011, as follows:
  1)   The section titled “Ongoing Reconciliation Period” shall be amended and supplemented to include the following:
 
      Subject to the conditions identified below, Fannie Mae additionally agrees that it will reimburse Servicer for Other Advances on a daily basis as may be requested by Servicer and agreed to by Fannie Mae. Therefore in addition to the reporting requirements identified herein, not later than the fifth (5 th ) Business Day prior to the Business Day on which Servicer requests that Fannie Mae make reimbursement to Subservicer for Other Advances (or such other time period as mutually agreed to by the parties), Servicer shall deliver to Fannie Mae or its designee a Report with loan level listings and total funding requested of Other Advances, in a format acceptable to Fannie Mae, containing (i) the data identified in the EAF Data Dictionary provided to Servicer by Fannie Mae, and (ii) the applicable information and codes required by Fannie Mae Form 571 (Cash Disbursement Request). Fannie Mae and/or its designee will reconcile the same within five (5) Business Days, and if it determines that an amount is due and owing by Fannie Mae to Services, such amount shall be reimbursed to Servicer by Fannie Mae one (1) Business Day after such reconciliation period, or at such time as may otherwise be mutually agreed to by Fannie Mae and Servicer.
 
      Applicable to each reimbursement of Other Advances made by Fannie Mae hereunder, Servicer shall pay Fannie Mae a fee equal to the greater of 1) $1,000, or 2) the Compensation Rate divided by twenty-four (24), multiplied by the Other Advances reimbursed by Fannie Mae. Servicer will not be required to pay such fee for the reimbursements made 1) on the business day immediately preceding the Draft Date, and 2) one business day prior to the last business day of each calendar month. Fannie Mae will provide to Servicer an invoice for such fees on or about the tenth (10 th ) day of each calendar month, and within thirty days of receipt of the invoice Servicer agrees to wire to Fannie Mae such invoiced amount as directed in the invoice, or as otherwise directed by Fannie Mae.
 
  2)   The Section titled “Amendment Fee” shall be amended and restated as follows:
 
      Renewal/Amendment Fee : 0.500% of the Early Reimbursement Amount Limit shall be payable as a renewal fee: 1) no later than December 31, 2011 applicable to the extension of the term of the Early Reimbursement Period

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      through December, 2012, and 2) no later than December 31 of each subsequent year wherein the term of the Early Reimbursement Period is extended pursuant to the terms of this Addendum. If the Early Reimbursement Amount Limit is increased, 0.500% of the additional amount shall be payable as an amendment fee on the first business day following the increase and pro rated from such effective date to the scheduled end of the Early Reimbursement Period.

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Exhibit 10.44
EXECUTION VERSION
AMENDMENT NUMBER THREE
to the
FIFTH AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT
Dated as of January 27, 2010
between
NATIONSTAR MORTGAGE LLC
and
THE ROYAL BANK OF SCOTLAND PLC
     This AMENDMENT NUMBER THREE (this “ Amendment Number Three ”) is made this 5 th day of December, 2011 (the “ Amendment Effective Date ”) between NATIONSTAR MORTGAGE LLC (“ Seller ”) and THE ROYAL BANK OF SCOTLAND PLC (“ Buyer ”), to that certain Fifth Amended and Restated Master Repurchase Agreement, dated as of January 27, 2010, between Seller and Buyer (as amended, supplemented or otherwise modified from time to time, the “ Agreement ”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.
RECITALS
     WHEREAS, Seller and Buyer desire to modify the maximum facility size under the Agreement; and
     WHEREAS, Seller and Buyer have agreed to amend the Agreement as set forth herein.
     NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and for the mutual covenants herein contained, the parties hereto hereby agree as follows:
          SECTION 1. Amendments . As of the Amendment Effective Date, the Agreement is hereby amended as follows:
     (a) The definition of “Maximum Aggregate Purchase Price” in Section 2 of the Agreement is hereby amended and restated in its entirety to read as follows:
     “ Maximum Aggregate Purchase Price ” shall mean, as of any date of determination, (i) $300,000,000 minus (ii) the aggregate outstanding “Purchase Price” (as such term is defined in the Bond Repurchase Agreement) under the Bond Repurchase Agreement as of such date.
     (b) Section 2 of the Agreement is hereby amended by adding the following new definition thereto in proper alphabetical order:
     “ Bond Repurchase Agreement ” shall mean that certain Master Repurchase Agreement, dated as of December 2, 2011, by and between Buyer and Seller, as the same may be amended, supplemented or otherwise modified from time to time.
          SECTION 2. Defined Terms . Any terms capitalized but not otherwise defined herein shall have the respective meanings set forth in the Agreement.
          SECTION 3. Fees and Expenses . Seller agrees to pay to Buyer all reasonable out of pocket costs and expenses incurred by Buyer in connection with this Amendment Number Three (including all reasonable fees and out of pocket costs and expenses of the Buyer’s legal counsel) in accordance with Sections 23 and 25 of the Agreement.

 


 

          SECTION 4. Conditions Precedent . This Amendment Number Three shall become effective on the Amendment Effective Date, provided that the Buyer shall have received this Amendment Number Three delivered by a duly authorized officer of the Seller and such other documents as the Buyer or counsel to the Buyer may reasonably request.
          SECTION 5. Representations . Seller hereby represents to Buyer that as of the date hereof, Seller is in full compliance with all of the terms and conditions of the Agreement and each other Program Document and no Default or Event of Default has occurred and is continuing under the Agreement or any other Program Document.
          SECTION 6. Governing Law . THIS AMENDMENT NUMBER THREE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 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 WITHOUT REGARD TO CONFLICT OF LAWS DOCTRINE APPLIED IN SUCH STATE (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW WHICH SHALL GOVERN).
          SECTION 7. Counterparts . This Amendment Number Three may be executed in two (2) or more counterparts, each of which shall be deemed an original but all of which together shall constitute but one and the same agreement. This Amendment Number Three, to the extent signed and delivered by facsimile or other electronic means, shall be treated in all manner and respects as an original agreement and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. No signatory to this Amendment Number Three shall raise the use of a facsimile machine or other electronic means to deliver a signature or the fact that any signature or agreement was transmitted or communicated through the use of a facsimile machine or other electronic means as a defense to the formation or enforceability of a contract and each such Person forever waives any such defense.
          SECTION 8. Limited Effect . Except as amended hereby, the Agreement shall continue in full force and effect in accordance with its terms. Reference to this Amendment Number Three need not be made in the Agreement or any other instrument or document executed in connection therewith, or in any certificate, letter or communication issued or made pursuant to, or with respect to, the Agreement, any reference in any of such items to the Agreement being sufficient to refer to the Agreement as amended hereby.
[Signature Page Follows]

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     IN WITNESS WHEREOF, Seller and Buyer have caused this Amendment Number Three to be executed and delivered by their duly authorized officers as of the Amendment Effective Date.
         
  NATIONSTAR MORTGAGE LLC
(Seller)
 
 
  By:   /s/ Gregory A. Oniu    
    Name:   Gregory A. Oniu   
    Title:   SVP   
 
  THE ROYAL BANK OF SCOTLAND PLC
(Buyer)
 
 
  By:   RBS Securities Inc., its agent    
     
  By:   /s/ Regina Abayer    
    Name:   Regina Abayer   
    Title:   Vice President   
 
Amendment Number Three to the Fifth Amended and Restated Master Repurchase Agreement (Nationstar Mortgage LLC & The Royal Bank of Scotland plc)

 

Exhibit 10.45
AMENDMENT
TO
STRATEGIC RELATIONSHIP AGREEMENT
     This Amendment to that Strategic Relationship Agreement (the “Amendment”) is made by and between Fannie Mae (“Fannie Mae”), a corporation organized and existing under the laws of the United States, and Nationstar Mortgage LLC, a Delaware limited liability company, (“Nationstar”).
     WHEREAS, Fannie Mae and Nationstar have entered into that certain Strategic Relationship Agreement (the “Agreement”) dated December 16, 2009, and have agreed to amend and supplement the Agreement to modify Exhibit A-2 which addresses certain incentive compensation applicable to Mortgage Loans serviced by Nationstar using High Touch Servicing Protocols;
     NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which are hereby acknowledged, the parties hereto hereby agree as follows:
I.   DEFINED TERMS . Capitalized terms contained in this Amendment shall have the respective meanings herein as such terms have in the Agreement.
II.   AMENDMENTS TO AGREEMENT . The definition of Interim Incentive Period in Section 2.b. of Exhibit A-2 (“Credit Performance – Interim Framework”) of the Agreement is amended and restated in it entirety as follows:
Interim Incentive Period: The period following the applicable Transfer Date through December 31, 2011.”
IN WITNESS WHEREOF, each of the undersigned parties to this Agreement has caused this Agreement to be duly executed in its name by one of its duly authorized officers.
Accepted and Agreed to as of the 17th day of November, 2011
             
 
Fannie Mae   Nationstar Mortgage LLC
 
By:  /s/ Leslie Peeler   By:  /s/ Robert L. Appel
 
     
  Name:  Leslie Peeler     Name:  Robert L. Appel
  Title: Vice President     Title: EVP Servicing
  Date: 11-17-11     Date: 11-17-11

 

Exhibit 10.46
FIRST AMENDMENT
TO
SUBSERVICING AGREEMENT
     This Amendment to that Subservicing Agreement (the “Amendment”) is made by and between Fannie Mae (“Fannie Mae”), a corporation organized and existing under the laws of the United States, and Nationstar Mortgage LLC, a Delaware limited liability company, (“Nationstar”) and is effective September 30, 2011.
     WHEREAS, Fannie Mae and Nationstar have entered into that certain Subservicing Agreement (the “Agreement”) dated effective as of October 29, 2010, and have agreed to amend the Agreement to provide for bi-monthly reimbursement of certain servicing Advances;
     NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which are hereby acknowledged, the parties hereto hereby agree as follows:
I. DEFINED TERMS . Capitalized terms contained in this Amendment shall have the respective meanings herein as such terms have in the Agreement.
II. AMENDMENTS TO AGREEMENT . Section 2.13(b) of the Agreement is hereby amended and supplemented to include the following paragraph:
Fannie Mae additionally agrees that it will reimburse Subservicer for Eligible Escrow Advances and Eligible Corporate Advance on a bi-monthly basis. Therefore in addition to the reporting requirements identified herein, not later than the sixth (6th) Business Day prior to the last Business Day of each calendar month, Subservicer shall deliver to Fannie Mae or its designee reports or loan level listings of Eligible Corporate Advances and Eligible Escrow Advances, in a format acceptable to Fannie Mae, containing (i) the data identified in Exhibit C-1 to this Agreement, and (ii) the applicable information and codes required by Fannie Mae Form 571 (Cash Disbursement Request). Fannie Mae and/or its designee will reconcile the same within five (5) Business Days, and if it determines that an amount is due and owing by Fannie Mae to Subservicer, such amount shall be reimbursed to Subservicer by Fannie Mae one (1) Business Day prior to the last Business Day of each month, or at such time as may otherwise be mutually agreed to by Fannie Mae and Subservicer.
[Signature page follows]

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IN WITNESS WHEREOF, each of the undersigned parties to this Agreement has caused this Agreement to be duly executed in its name by one of its duly authorized officers all as of the date first above written.
             
 
Fannie Mae   Nationstar Mortgage LLC
 
By:  /s/ Leslie Peeler   By:  /s/ Gregory A. Oniu
 
     
  Name:  Leslie Peeler     Name:  Gregory A. Oniu
  Title: Vice President     Title: SVP

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Exhibit 10.47
CONFIDENTIAL TREATMENT REQUESTED
SECOND AMENDMENT
TO
SUBSERVICING AGREEMENT
(Homesaver Advance™ Servicing Amendment)
     This Amendment to that Subservicing Agreement (the “Amendment”) is made by and between Fannie Mae (“Fannie Mae”), a corporation organized and existing under the laws of the United States, and Nationstar Mortgage, LLC, a Delaware limited liability company, (“Subservicer”) and is effective December 5, 2011.
     WHEREAS, Fannie Mae and Nationstar have entered into that certain Subservicing Agreement (the “Agreement”) dated effective as of October 29, 2010, and have agreed to amend the Agreement to allow Fannie Mae to engage Subservicer to servicer HomeSaver Advance TM Loans in the states set forth on Exhibit C, Approved States (“ HSA Loans ”) on behalf of Fannie Mae from and after the Transfer Date, and Subservicer desires to assume such servicing responsibilities.
     NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which are hereby acknowledged, the parties hereto hereby agree as follows:
1. ARTICLE I. DEFINED TERMS
     Capitalized terms used in this Amendment shall have the meanings specified in this ARTICLE I unless otherwise described herein or if not described herein, then described in the Agreement.
     “ Accepted Servicing Practices ” means, with respect to any HSA Loan, those mortgage servicing practices of prudent mortgage lending institutions which service mortgage loans of the same type as the HSA Loans in the jurisdiction where the related mortgage property is located, but in no event less than the servicing practices required by the Servicing Agreement.
     “ Affiliate ” means for the purpose of this Amendment, NSM Recovery Services, Inc.
     “ Agreement ” means the Subservicing Agreement as modified herein, but not including any supplemental agreement setting forth certain “high touch” servicing protocols, support of a loan performance advisor or other third-party surveillance consultant, or certain additional compensation available to Subservicer.
     “ Amendment ” means this HomeSaver AdvanceTM Servicing Amendment, including all amendments, supplements, exhibits, appendices, and schedules hereto.
     “ Ancillary Income ” means all income derived from the HSA Loans that the Subservicer may collect in connection with servicing the HSA Loans, including, but not limited to (a) interest or other benefits earned in connection with funds on deposit in the Custodial Accounts, (b) fees payable to the Subservicer under the Guides, (c) late charges, and (d) non-sufficient funds fees, ACH fees, and all other incidental fees and charges with respect to a HSA Loan.

 


 

     “ Applicable Requirements ” means, as of the time of reference, (i) all contractual obligations of a Subservicer with respect to the HSA Loans, including, without limitation, those contractual obligations contained herein and in the Guide; (ii) all applicable federal, state, and local laws, statutes, rules, regulations and ordinances applicable to a Subservicer, or to the HSA Loans; (iii) all other judicial and administrative judgments, orders, stipulations, awards, writs and injunctions applicable to a Subservicer that have been disclosed to Fannie Mae; and (iv) Accepted Servicing Practices.
     “ Approval Matrix ” means the approval matrix attached as Exhibit B, Approval Matrix, and applicable only to the HSA Loans to the extent not inconsistent with the requirements of the Guides.
     “ Borrower ” means any obligor under an HSA Note.
     “ Business Day ” means Monday through Friday, excluding any days on which banks in Washington D.C. and the State of Texas are closed for business.
     “ Custodial Accounts ” means the accounts in which Custodial Funds are deposited and held by Subservicer on behalf of Fannie Mae.
     “ Custodial Funds ” means all funds held by Subservicer with respect to the related HSA Loans including, but not limited to, all principal and interest funds and any other funds due Fannie Mae or held on behalf of a Borrower, maintained by Subservicer relating to the HSA Loans.
     “ Custody Documents ” means the original Mortgage Note required to be retained by the Document Custodian and, with regard to eNotes, the eNote register on the MERS® eRegistry
     “ Document Custodian ” means Bank of New York (“BNY”), or such other entity designated by Fannie Mae as contractually obligated to hold the Custody Documents for Fannie Mae.
     “ eNote ” means a promissory note in an electronic format which is originated and signed in accordance with Applicable Requirements and registered on the MERS® eRegistry.
     “ Fannie Mae ” means the Federal National Mortgage Association, a corporation organized and existing under the laws of the United States, commonly known as Fannie Mae, any successor or assign, and any affiliate designated to perform any of the functions ascribed to Fannie Mae hereunder.
     “ Fannie Mae Expense ” means “out-of-pocket” costs to third parties incurred by the Subservicer in servicing the HSA Loans that are not reimbursable by the Borrower and that are customarily paid by Fannie Mae. Fannie Mae Expenses include the cost of any HSA Loan assignment, custodial expense, transfer expense, and any MERS charges, which fees are not reimbursable to Subservicer by any other party, and such other “out-of-pocket” costs as mutually agreed to by the parties. All such expenses are subject to change from time-to-time.

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     “ Guides ” means any and all applicable rules, regulations, requirements, and guidelines of Fannie Mae, as the same may be amended or supplemented from time to time, including, without limitation, the Fannie Mae Selling and Servicing Guide and all announcements and lender letters, including, but not limited to HSA origination and/or servicing provisions of the 2006 Servicing Guide and any related announcements incorporated into the subsequent Guides or not.
     “ HSA Loans ” has the meaning provided in the recitals above.
     “ HSA Note ” means the promissory note executed by a Borrower evidencing the indebtedness of the Borrower under an HSA Loan.
     “ Party(ies) ” means Subservicer and Fannie Mae, individually or collectively as the context specifies.
     “ Prior Subservicer ” has the meaning set forth in the recitals above and includes Dyck O’Neal, Inc., Cenlar FSB, and any Originating Subservicer of an HSA Loan.
     “ Originating Subservicer ” means the Fannie Mae servicer that originated the HSA Loan.
     “ Program Form ” means any form of worksheet, checklist, summary, log, transmittal, request, order, report or other written form and any written document, instrument, statement, notice, request, authorization or communication, including, without limitation, customer billing forms and customer correspondence, utilized in connection with the servicing of the Mortgage Loans.
     “ Right Party Contact ” has the meaning provided in Section 2.3(a) .
     “ Services ” has the meaning provided in Section 2.3 .
     “ Servicing Agreement ” means this Agreement, the MSSC, the Guide and any and all directions by Fannie Mae with regard to the servicing of HSA loans.
     “ Termination Fee ” means the fees set forth on Exhibit A , Fee Schedule and designated as “Termination Fees”.
     “ Transfer Date ” means January 31, 2011 with regard to the HSA Loans transferred from Dyck O’Neal, Inc., February 29, 2011 with regard to the HSA Loans transferred from Cenlar FSB.
     “ Transfer Instructions ” means the Transfer Instructions provided by Subservicer to a Prior Subservicer which provide instructions to the Prior Subservicer for the orderly transfer of servicing, as amended from time to time.

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2. ARTICLE II. SERVICES OF HSA LOANS
     With regard to the servicing of HSA Loans, Article II of the Agreement is superseded by the following:
Section 2.1 Ownership of HSA Loans .
     Subservicer expressly acknowledges and agrees that Subservicer does not and shall not have any property interest in the HSA Loans and shall not assert any such rights hereafter,
Section 2.2 Appointment as Subservicer, Description of Services .
     (a) Fannie Mae hereby appoints Subservicer, and Subservicer hereby accepts such appointment, to perform all of the ftmctions, responsibilities, activities, and tasks of a Subservicer to service and administer the HSA Loans for the benefit of Fannie Mae from and after the related Transfer Date, in accordance with and subject to the terms of the Servicing Agreement and Applicable Requirements and any reasonable written directions from Fannie Mae, Except as required by Applicable Requirements and as otherwise mutually agreed to in writing by the Parties, Subservicer shall perform its functions, responsibilities, activities, and tasks hereunder in its name, and not on a “private label” basis.
     (b) Transfer of HSA Loans and Records,
          (i) Transfer Instructions. In connection with the transfer of the Servicing functions from Prior Subservicer to Subservicer pursuant to this Agreement, Subservicer shall provide reasonable servicing transfer instructions to Prior Subservicer to take all steps necessary and appropriate to effectuate and evidence the transfer of the servicing for the HSA Loans and generally cooperate with Prior Subservicer in connection with such transfer. Subservicer shall notify Fannie Mae within five (5) Business Days of Subservicer becoming aware of any issues or concerns in working directly with the Prior Subservicer. Fannie Mae shall use commercially reasonable efforts to cause Prior Subservicer to, comply with the Transfer Instructions. Notwithstanding anything herein to the contrary, Subservicer shall have no liability (for indemnification or otherwise) in the event any Prior Subservicer does not comply with such servicing transfer instructions in all respects and such nonperformance adversely affects Subservicer’s ability to perform its obligations under this Agreement.
          (ii) Possession of Servicing Records. Fannie Mae shall cause the Prior Subservicer to transfer to Subservicer the servicing records in electronic format with respect to each of the HSA Loans and which are necessary to service the HSA Loans in accordance with Applicable Requirements. For each HSA Loan registered on the MERS ® eRegistry as an eNote, Subservieer shall work with Prior Subservicer to notify MERS of Subservicer’s status as Subservicer and otherwise comply with all requirements of MERS to be properly identified as the Subservicer of each HSA Loan.
          (iii) Custodial Accounts. Prior to the related Transfer Date, Subservicer shall establish new Custodial Accounts in accordance with Applicable Requirements and as required by Fannie Mae. Subservicer shall execute new Form 1013 and complete a Form 1072 on-line at www.efanniemae.com, or such other Fannie Mae website as identified time to time, reflecting its role as Subservicer. Subservicer shall use its best efforts to obtain from the Prior Subservicer all funds that were held by the Prior Subservicer in existing P&I custodial accounts, as well as, all interest due to the Borrowers on such accounts from the Prior Subservicer through such Transfer Date, and deposit such funds into the appropriate newly established Custodial Accounts. Subservicer will advise Fannie Mae if the Prior Subservicer does not send the funds from the

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existing Custodial Accounts three (3) Business Days following the Transfer Date. Within thirty (30) days following the related Transfer Date, the Subservicer, by working closely with the Prior Subservicer, will reconcile with the Prior Subservicer and then will report to Fannie Mae all items necessary to bring all Custodial Accounts into full compliance with the Guide.
          (iv) Welcome Letter/Goodbye Letters. Subservicer will send a welcome letter and as appropriate a goodbye letter for the Prior Subservicer(s) for the benefit of Fannie Mae and Subservicer (or a combined letter, if applicable), in form and substance reasonably satisfactory to Fannie Mae, to each HSA Borrower within fifteen (15) days of the applicable HSA Loan boarding date, such date estimated to be within one (1) Business Day of Subservicer’s receipt of valid data relating to such HSA Loan.
Section 2.3 Monthly Servicing Responsibilities .
     The HSA Loan servicing process includes the following special functions, other functions set forth in the Guide, or as may be mutually agreed to in writing by the Parties from time to time (herein referred to as the “ Services ”). Subservicer shall provide the following Services:
     (a)  Initial Telephone Contacts . Unless additional minimal requirements are set forth in an exhibit or schedule hereto, a minimum of two (2) attempts will be made to contact each Borrower by telephone during the month following the Transfer Date. Such attempts will be made in a manner designed to maximize the opportunity for contact with the Borrower (herein referred to as “Right Party Contact”) by making calls at various times of day on both weekdays and Saturdays and/or Sundays to the extent practicable, at times specified by the Borrower as “best times to contact”. Subservicer shall maintain a list of Borrowers with whom the Subservicer was unable to make Right Party Contact and provide Fannie Mae a detailed report of Right Party Contacts via email to hsa_mailbox ® fanniemae.com once each quarter within ten (10) business days of the month following the Transfer Date. Such detailed report will include, at a minimum, the HSA loan number, the last contact attempt date, the phone number that was attempted, and the borrower’s mailing address (including City, State, and Zip Code).
     (b)  Payment Processing . HSA Loan payments will be processed and applied as received in a manner consistent with the HSA Note and remitted to Fannie Mae pursuant to the Servicing Guide requirements for HSA Loans.
     (c)  Investor Reporting and Remitting . On a monthly basis, Subservicer will produce standard reporting required by Fannie Mae in the Servicing Guide. Such reporting shall include:
         
 
  Schedule 1:   Reconciliation of Mortgage Portfolio
 
  Schedule 2:   Reconciliation of Interest Rate / Pass-Thru Rate
 
  Schedule 3:   Shortage/Surplus Reconciliation
 
  Form 496:   Cash Reconciliation
Subservicer shall service the loans in accordance with “actual/actual” servicing according to the Guides, Ancillary Income due the Subservicer pursuant to the Fee Schedule may be retained by the Subservicer.

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     (d)  Delinquency Reporting . On a monthly basis, Subservicer will provide standard reporting required by the Guide for all HSA Loans that are thirty (30) or more days delinquent, in form and substance satisfactory to Fannie Mae.
     (e)  Bankruptcy Monitoring . No later than thirty (30) days after the loan is boarded into Subservicer’s system and on a monthly basis thereafter, Subservicer will determine whether a bankruptcy filing has occurred for every I-ISA Loan serviced by Subservicer and report such filings to Fannie Mae as required by the Guide. Additionally, Subservicer shall file the proof of claim and such other documents as required by Applicable Requirements to protect Fannie Mae’s interest in the HSA Loan.
     (f)  Credit Bureau Reporting . Subservicer shall report HSA Loan performance to the credit bureau repositories consistent with the Guides’ standard servicing practices and reporting agency standards.
     (g)  Correspondence . Subservicer will comply with all applicable laws or regulations in responding to all written and oral inquiries and requests from HSA borrowers and their representatives. All related documentation, collection notes and any correspondence shall be logged and scanned and made available to Fannie Mae upon request.
     (h)  Payoff Requests . Upon payment in full of a HSA Loan, Subservicer will return the original HSA Note to borrower, marked “paid in full” and update the credit bureau reporting accordingly. If the paid in full HSA Loan was originated as an eNote, Subservicer shall update the MERS eRegistry to indicate that the eNote has been released. If required by applicable law, Subservicer shall print a copy of the eNote, mark it “paid in full” and forward it to the borrower.
     (i)  Repurchase Requests . Upon notification from Fannie Mae to the Originating
     Subservicer that a HSA Note must be repurchased, the Originating Subservicer may contact Subservicer to obtain the repurchase price for the HSA Loan to be repurchased. After Subservicer receives the repurchase funds, Subservicer will forward the HSA Note to the Originating Subservicer and send the Borrower a notification of transfer of servicing of the loan. If the HSA Note to be repurchased is an eNote, Subservicer shall notify Fannie Mae that the repurchase has been completed so that Fannie Mae can notify MERS e-registry of the change of ownership of the eNote. If the Originating Subservicer desires to independently contract with Subservicer to continue to service the repurchased loan, Subservicer must make appropriate modifications to their system to indicate that the loan no longer belongs to Fannie Mae and belongs to Originating Subservicer.
     (j)  Charge-Offs . Subservicer will charge-off the HSA Loan after the loan is delinquent 120 days. The original promissory note, if applicable, will be forwarded to the recovery collections contractor designated by Fannie Mae, along with all account history and such other data and information as Fannie Mae reasonably requests. If the charged-off USA Loan is evidenced by an eNote, the Subservicer will notify MERS ° eRegistry, and notify Fannie Mae so that Fannie Mae can charge-off the HSA Loan. Any fees associated with transfer are considered Fannie Mae Expenses for purposes of this Amendment and are reimbursable by Fannie Mae. Subservicer will be responsible for credit reporting with respect to charged off accounts.

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     (k)  Quality Management . Subservicer will maintain a quality control process, reasonably satisfactory to Fannie Mae, to ensure that all aspects of the HSA Loans are serviced in accordance with the Contract and the Guides as amended by this Agreement.
Section 2.4 Delinquent Loan Management
     (a)  Payment Reminder Statement . Subservicer will send out a payment reminder statement monthly, in form and substance satisfactory to Fannie Mae.
     (b)  Collection Activities . By the fifth (5 th ) day of each month, Subservicer will identify any loans which are delinquent pursuant to the terms of the note. No collection activity should occur with respect to loans that are contractually current. For every contractually delinquent loan, Subservicer will make outbound call attempts in a manner designed below to maximize making Right Party Contact and send out a minimum of one collection statement per month in which a loan remains past due in an effort to collect the full amount (including principal, interest and other charges owed by Borrower under the HSA Loan). Any approvals required in connection with loss mitigation plans or arrangements shall be obtained in accordance with the Approval Matrix. The Subservicer’s analysis supporting any loss mitigation plan or arrangement shall be appropriately reflected in the Subservicer’s records.
Outbound Calls
             
Name   Description   Metric
Outbound Call Starts
  First delinquency day for contact   5 th Business Day/mo
 
           
Outbound Call Attempts
  # of attempts in 30 day delinquency cycle     8  
Section 2.5 Additional Reporting . Subservicer will produce other reports related to the servicing of the HSA Loans as reasonably requested by Fannie Mae from time to time. All reports provided by Subservicer under this Agreement shall be provided in electronic versions, in a readily readable format, as soon as reasonably practicable.
Section 2.6 Other Responsibilities . Subservicer will, except as otherwise provided in this Agreement, service the LISA Loans in accordance with the Guides as amended from time to time. Subservicer will use servicer number 29158-000-9, or such other designated by Fannie Mae, in connection with the servicing and reporting of the HSA Loans.
Section 2.7 Escrows . The Subservicer is under no obligation to maintain escrow accounts or monitor payments with respect to amounts constituting real estate taxes, mortgage insurance premiums, fire and hazard insurance premiums, and any other similar payments.
Section 2.8 Odd Due Dates . All HSA Loans have scheduled due dates on the first day of each month.
Section 2.9 Servicing Advances . Subservicer shall have no obligation to make any advances of principal or interest.

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Section 2.10 Acceptance . If Fannie Mae notifies Subservicer of deficiencies in the Services, Subservicer shall exercise commercially reasonable efforts to correct such deficiencies to Fannie Mae’s reasonable satisfaction within ten (10) business days of receiving written notice of such deficiencies, Fannie Mae’s acceptance of Services shall not affect Fannie Mae’s right to revoke acceptance because of latent defects nor alter Subservicer’s obligations hereunder.
Section 2.11 Use of Affiliates. With respect to the performance of any service to be performed by the Subservicer hereunder, the Subservicer may obtain such services from affiliates, in accordance with Accepted Servicing Practices. Subservicer will utilize NSM Recovery Services, Inc. (“NSMRSI”) to perform the functions required of the Subservicer under the terms of this Amendment. However, none of the functions performed by NSMRSI will constitute those functions of a recovery collections contractor as referenced in Section 2.3 (j). Subservicer shall have full liability for the act or omissions of its Affiliate.
3. ARTICLE III. COMPENSATION
     With regard to the servicing of HSA Loans, Article III of the Agreement is superseded by the following:
Section 3.1 Compensation to Subservicer
     (a)  Servicing Fees. Fannie Mae agrees to compensate Subservicer for Services rendered in the amount and according to the payment schedule described in Exhibit A hereto (“ Fee Schedule ”) All amounts due under this Agreement shall be payable in U.S. Dollars, regardless of where Services are provided.
     (b)  Expenses. Except for Fannie Mae Expenses, or as otherwise specified on Exhibit A hereto, all of Subservicer’s expenses incurred in performing the Services are to be paid by Subservicer and not reimbursed by Fannie Mae. To the extent that Exhibit A specifies that certain expenses (or categories of expenses) are to be separately reimbursed, Fannie Mae will reimburse Subservicer for such expenses to the extent they are reasonable and documented. Any travel-related expenses which have been authorized in advance by Fannie Mae will be reimbursable in accordance with Fannie Mae’s Subservicer expense reimbursement guidelines in effect as of the date the expenses were incurred, as revised by Fannie Mae, from time to time, which are incorporated herein by reference. There will be no reimbursement for any travel required to correct a problem with the Services attributable to Subservicer
     (c)  Invoicing. Subservicer shall provide invoices to Fannie Mae for fees for Services and any authorized reimbursable expenses on a monthly basis by e-mail to “accounts_payable@fanniemae.com”, or in hard copy form to the following mailing address: Accounts Payable, 2H-2W/04, 3900 Wisconsin Avenue, N.W., Washington, DC 20016,-2892, in either case with a copy to “has-mailbox@fanniemae.com” (or such other address as Fannie Mae advises Subservicer in writing). Each invoice shall identify the Contract Number of this Agreement and the applicable invoice number; shall provide a detailed description of the Services and expenses for which payments are due; and shall include contact information and such other information as requested by Fannie Mae to facilitate invoicing and payment. An invoice in a form acceptable to both parties will be utilized. Invoices shall be payable by Fannie

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Mae forty-five (45) days after receipt of Subservicer’s invoice that details amounts due hereunder. All amounts due under this Agreement must be billed in a timely fashion in accordance with the preceding paragraph. Fannie Mae shall not be required to pay for charges that are not billed within one-hundred and eighty (180) days after the required billing date.
     (d)  Billing Disputes . Fannie Mae shall not be obligated to pay disputed amounts, unless and until such dispute is resolved in Subservicer’s favor. Fannie Mae shall promptly notify Subservicer in writing of all disputed amounts within forty-five (45) days of receipt of invoice. At Fannie Mae’s option, payments of invoices shall be made by check or by electronic funds transfer (such as an ACH credit) to Subservicer’s bank account. In the event of an overpayment, Subservicer agrees to immediately issue a refund to Fannie Mae by means acceptable to both parties. If payments are made electronically, Subservicer agrees that Subservicer shall receive remittance notices by electronic mail, only, and will not receive a written remittance notice in the U.S. mail or otherwise.
Section 3.2 Taxes .
     Fannie Mae hereby represents that under Section 309(c) (2) of the Federal National Mortgage Association Charter Act, 12 U.S.C. §1723a(c) (2), Fannie Mae is exempt from all state and local taxes, except certain taxes on real property. Fannie Mae shall not be responsible for any such taxes paid on its behalf. Subservicer shall not bill or charge Fannie Mae for any such taxes. The parties agree that Subservicer is solely responsible for all applicable withholding and payment of taxes (due, chargeable, or assessed) with respect to Subservicer personnel, including (a) Federal Insurance Contributions (“FICA”) and Federal Unemployment Tax Act (“`FUTA”) taxes; (b) income taxes for federal, state, and local income tax purposes in the manner required by law; (c) payroll taxes (regardless of tax jurisdiction); and (d) other taxes, including social security, unemployment, workers’ compensation, and disability insurance as required by law. Neither party undertakes, pursuant to his Agreement or otherwise, to perform or discharge any liability or obligation of the other party, whether regulatory or contractual, or to assume any responsibility whatsoever for the conduct of the business or operations of the other party.
4. ARTICLE IV. TERM AND TERMINATION
     With regard to the servicing of IISA Loans, Article X of the Agreement is superseded by the following:
Section 4.1 Term .
     (a)  Initial Term . The initial term of this Agreement shall be from the Effective Date of this Agreement through December 31, 2012.
     (b)  Renewal . This Agreement will be automatically extended for successive twelve (12) month terms unless cancelled by either party by written notice to the other at least sixty (60) days before the end of a term.

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Section 4.2 Termination .
     (a)  Termination for Cause . This Agreement may be terminated upon thirty (30) days’ prior written notice by Fannie Mae upon the occurrence of a default under this Agreement by Subservicer, which breach is not cured within the thirty (30) day period after receipt of such notice. No Termination Fees or Deboarding Fees shall be due Subservicer for any reason
     (b)  Termination without Cause . This Agreement may be terminated without cause for any reason by either party upon sixty (60) days’ prior written notice to the other. Deboarding Fees for termination without cause by Fannie Mae shall be set forth on Exhibit A, Fee Schedule . In the event Subservicer shall terminate this Agreement without cause, Subservicer shall pay the cost of transferring the Servicing Files and data and information to a servicer designated by Fannie Mae. In the event Fannie Mae shall terminate this Agreement without cause, Fannie Mae shall pay the reasonable and necessary pre-approved cost of transferring the Servicing Files and data and information to a servicer designated by Fannie Mae which may include the costs set forth in Transfer Fees on Schedule A.
     (c)  Termination as to Charge Off/120 Day Delinquent Loans . This Agreement will be terminated immediately with regard to any Mortgage Loan that is 120 days or more delinquent (“120 Day Delinquent Loan”). Subservicer shall assist Fannie Mae in the transfer of any 120 Day Delinquent Loan to Fannie Mae’s recovery vendor, including the delivery of a data file with account history, within eight (8) business days following the date Fannie Mae, at its sole discretion, requests the transfer of such Charge Off/120 Day Delinquent Loans (which request shall be no more frequently than monthly). No Termination Fees or Deboarding Fees shall be due Subservicer with regard to any 120 Day Delinquent Loan except for those fees set forth on Schedule A, Debo arding and the reasonable and necessary pre-approved costs set forth on Schedule A — Transfer Expenses.
     (d)  Post-Termination Obligations .
          (i) In the event this Agreement is terminated in whole or in part, the Subservicer agrees to reasonably cooperate with Fannie Mae and with any party designated as the successor servicer in transferring the servicing to such successor servicer in accordance with Accepted Servicing Practices, including sending the transferor’s notice of transfer of servicing or “goodbye letter” in accordance with the requirements of Applicable Law. Fannie Mae agrees to cooperate with Subservicer to provide any required information reasonably necessary to complete an orderly servicing transfer which shall include a loan schedule in a format reasonably acceptable to Fannie Mae no less than twenty (20) days prior to the termination date.
          (ii) Within five (5) Business days following the date on which this Agreement is terminated pursuant to this Section 4.2, the Subservicer shall deliver to the successor servicer any and all Servicing Files in the possession of the Subservicer. The Subservicer shall provide the successor servicer with the net suspense funds related to the HSA Loans within five (5) Business Days following the termination date.
          (iii) If Subservicer is named as the holder of record, Subservicer may prepare certain documents which are necessary to affect the transfer of servicing from Subservicer, including but not limited to the transfer and endorsement or assignment of the related RSA

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           Loans and related documents. If applicable, the Subservicer shall cause MERS to designate on the MERS system Fannie Mae or its designee as the beneficial holder with respect to such HSA Loan. All reasonable out-of-pocket expenses incurred in connection with any such transfer shall be borne by Fannie Mae, except in the case of termination of this Agreement without cause by Subservicer pursuant to this Section 4.2 or termination with cause by Fannie Mae pursuant to this Section 4.2, in which cases such other reasonable out-of-pocket costs shall be borne by Subservicer. In addition, in the event of termination of this Agreement without cause by Subservicer pursuant to this Section 4.2 or termination with cause by Fannie Mae pursuant to Section 4.2, no Termination Fees will be payable by Fannie Mae.
          (iv) Except as otherwise provided in this Agreement, on the related termination date for each related HSA Loan this Agreement shall terminate with respect to such HSA Loan. For the avoidance of doubt, the obligation of Fannie Mae to pay any applicable Termination Fees. Deboarding Fees, Fannie Mae Expenses, servicing fees and out-of- pocket transfer expenses shall survive removal of some or all of the HSA Loans from the coverage of this Agreement.
          (v) If Fannie Mae does not designate a successor servicer and transfer out the servicing of the HSA Loans within 120 days of the termination date, Subservicer shall not be required to make any remittances normally required until such time Fannie Mae has transferred out the servicing of the HSA Loans. In such event, such amounts shall remain in the Custodial Account pursuant to the Guides. For the avoidance of doubt, the Subservicer shall have no obligation to pay Fannie Mae interest on such amounts.
Section 4.3 Survival .
     Representations and warranties of the Subservicer that exist before the termination of this Agreement shall continue to exist after termination unless expressly released by Fannie Mae in writing.
5. All terms, conditions, and provisions of the agreement not expressly modified and/or amended by this amendment shall remain in full force and effect.
[Signature page follows]

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Signature Page
     IN WITNESS WHEREOF, each of the undersigned parties to this Agreement has caused this Agreement to be duly executed in its name by one of its duly authorized officers, all as of the date first above written.
             
Fannie Mae   Nationstar Mortgage LLC
 
           
By:
  /s/ Jerry Rogers   By:   /s/ Robert L. Appel
 
           
  Name: Jerry Rogers     Name: Robert L. Appel
  Title: Director for Corporate Procurement     Title: EVP
  Date: 12/12/11     Date: Dec 6, 2011

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Schedule A
FEE STATEMENT
Nationstar Loss Recovery Pricing — Fannie Mae
         
Pricing   Description    
Base Fees
 
Loans less than 30 days delinquent
  [***]
 
 
Loans 30-59 days delinquent
  [***]
 
 
Loans 60-119 days delinquent
  [***]
 
       
Boarding Fee
 
Boarding fee to Transfer to Nationstar Servicing System (up front payment not required; paid out of monthly collections)
  [***]
 
       
De-Boarding Fee
  Applicable to accounts transferred prior to Fannie Mae third party charge off vendor, and applicable to accounts De-boarded in conjunction with Termination without Cause by Fannie Mae.   Deboarding fee is greater of [***] per asset or [***]
 
       
Transfer Expenses
  All MERS expense, custodial expense, and any other third party transfer expense not otherwise reimbursable to Subservicer, in the event that loan is either de-boarded in conjunction with a transfer to a Fannie Mane third party charge-off vendor, or in conjunction with Termination without Cause by Fannie Mae.   Expense reimbursable to Subservicer for actual costs.
 
       
Collections/Loss
Mitigation
Incentives:
  For Accounts Prior to Charge-Off (Less than 120 days dq)   Incentive fee
 
       
Reinstatement via
lump-sum or
repayment plan
  Full reinstatement of all past due amounts as a result of collections, loss mitigation or other negotiation methods   [***]
 
       
Paid in full
  Pay-off of all amounts due under the then existing note terms as a result of collections, loss mitigation or other negotiation methods   [***]
 
       
Short pay-offs /
Settlement
 
Receipt of funds pursuant to client approved settlement plan
  [***] for balances > =[***]; [***] for balances < [***]
*** Note: Confidential treatment has been requested with respect to the information contained within the [***] marking. Such portions have been omitted from this filing and have been filed separately with the Securities and Exchange Commission.

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Exhibit B
APPROVAL MATRIX
Negotiation at Contact: Upon establishing contact, Servicer will use the following payment hierarchy to collect:
                 
    Payment   Delinquency       Fannie Mae Approval
#   Hierarchy   Parameter   Nationstar Delegated Authority   Required
 
               
1
  Payoff   Any   Yes   N/A
 
               
2
  Repayment Plan   Any   Yes — must be a plan ≤ 4 months in duration   No plans > 4
months allowed
 
               
3
  Short Payoff /
Settlement
  ≥ 90 Days   Settlement of ≥ 80% of outstanding unpaid principal balance

If not a lump sum payoff, payment plans of ≤ 6 months in duration
  Settlement of ≥ 70% and < 80% of outstanding unpaid principal balance

If not a lump sum payoff, payment plans of > 6 months in duration

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Exhibit C
LIST OF HSA STATES TO BE SERVICED BY SUBSERVICER
Hawaii
Illinois
Indiana
Massachusetts
Maine
Michigan
Minnesota
North Dakota
Nebraska
New Jersey
New Mexico
Nevada
Oklahoma
Oregon
Pennsylvania
Rhode Island
South Carolina
West Virginia
Puerto Rico [pending confirmation]
Virgin Islands [pending confirmation]

 

Exhibit 10.48
CONFIDENTIAL TREATMENT REQUESTED
THIRD AMENDMENT
TO
SUBSERVICING AGREEMENT
     This Third Amendment to Subservicing Agreement (the “Amendment”) is made by and between Fannie Mae (“Fannie Mae”), a corporation organized and existing under the laws of the United States, and Nationstar Mortgage LLC, a Delaware limited liability company, (“Nationstar”) and is effective December 20, 2011.
     WHEREAS, Fannie Mae and Nationstar have entered into that certain Subservicing Agreement (the “Agreement”) dated effective as of October 29, 2010, and have agreed to amend the Agreement to allow for daily reimbursement of certain servicing Advances;
     NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which are hereby acknowledged, the parties hereto hereby agree as follows:
I.   DEFINED TERMS . Capitalized terms contained in this Amendment shall have the respective meanings herein as such terms have in the Agreement.
II.   AMENDMENTS TO AGREEMENT . Section 2.13(b) of the Agreement is hereby amended and supplemented to include the following:
    Subject to the conditions identified below, Fannie Mae additionally agrees that it will reimburse Subservicer for Eligible Escrow Advances and Eligible Corporate Advances on a daily basis as may be requested by Subservicer and agreed to by Fannie Mae. Therefore in addition to the reporting requirements identified herein, not later than the fifth (5 th ) Business Day prior to the Business Day on which Subservicer requests that Fannie Mae make reimbursement to Subservicer for Eligible Escrow Advances and Eligible Corporate Advances (or such other time period as mutually agreed to by the parties), Subservicer shall deliver to Fannie Mae or its designee reports or loan level listings of Eligible Corporate Advances and Eligible Escrow Advances, in a format acceptable to Fannie Mae, containing (i) the data identified in Exhibit C-1 to this Agreement, and (ii) the applicable information and codes required by Fannie Mae Form 571 (Cash Disbursement Request). Fannie Mae and/or its designee will reconcile the same within five (5) Business Days, and if it determines that an amount is due and owing by Fannie Mae to Subservicer, such amount shall be reimbursed to Subservicer by Fannie Mae one (1) Business Day after such reconciliation period, or at such time as may otherwise be mutually agreed to by Fannie Mae and Subservicer.

 


 

    Applicable to each reimbursement of Eligible Escrow Advances and Eligible Corporate Advances made by Fannie Mae hereunder, Subservicer shall pay Fannie Mae a fee equal to the greater of 1) [***], or 2) the Compensation Rate divided by [***], multiplied by the Eligible Escrow Advances and Eligible Corporate Advances reimbursed by Fannie Mae. Subservicer will not be required to pay such fee for the reimbursements made 1) on the business day immediately preceding the Draft Date, and 2) one business day prior to the last business day of each calendar month. Fannie Mae will provide to Subservicer an invoice for such fees on or about the tenth (10 th ) day of each calendar month, and within thirty days of receipt of the invoice Subservicer agrees to wire to Fannie Mae such invoiced amount as directed in the invoice, or as otherwise directed by Fannie Mae. For purposes of this Section, the “Compensation Rate” shall be [***] basis points over One-Month Libor as of the last business day of the second month preceding the month in which the reimbursement occurs.
IN WITNESS WHEREOF, each of the undersigned parties to this Agreement has caused this Agreement to be duly executed in its name by one of its duly authorized officers, all as of the date first above written.
               
Fannie Mae   Nationstar Mortgage LLC
 
By:
  /s/ Leslie Peeler   By:   /s/ Gregory A. Oniu
 
           
  Name: Leslie Peeler     Name: Gregory A. Oniu
  Title: Vice President     Title: SVP
  Date: 12/20/11     Date: 12/20/11
***   Note: Confidential treatment has been requested with respect to the information contained within the [***] marking. Such portions have been omitted from this filing and have been filed separately with the Securities and Exchange Commission.