Nationstar Mortgage Holdings Inc. Sample Contracts

NATIONSTAR MORTGAGE HOLDINGS INC. (a Delaware corporation) 17,500,000 Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • March 30th, 2015 • Nationstar Mortgage Holdings Inc. • Mortgage bankers & loan correspondents • New York
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NATIONSTAR MORTGAGE HOLDINGS INC. (a Delaware corporation) [•] Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • February 24th, 2012 • Nationstar Mortgage Holdings Inc. • Mortgage bankers & loan correspondents • New York
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AGREEMENT AND PLAN OF MERGER among NATIONSTAR MORTGAGE HOLDINGS INC., WMIH CORP., and WAND MERGER CORPORATION Dated as of February 12, 2018
Merger Agreement • February 13th, 2018 • Nationstar Mortgage Holdings Inc. • Mortgage bankers & loan correspondents • New York

AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of February 12, 2018, among NATIONSTAR MORTGAGE HOLDINGS INC., a Delaware corporation (the “Company”), WMIH CORP., a Delaware corporation (“Parent”) and WAND MERGER CORPORATION, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Parent, the Company and Merger Sub are referred to individually as a “Party” and collectively as “Parties”.

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CURRENT EXCESS SERVICING SPREAD ACQUISITION AGREEMENT FOR FHLMC MORTGAGE LOANS by and between NATIONSTAR MORTGAGE LLC (Seller) and MSR IX LLC (Purchaser) Dated and effective as of January 6, 2013
Current Excess Servicing Spread Acquisition Agreement • March 15th, 2013 • Nationstar Mortgage Holdings Inc. • Mortgage bankers & loan correspondents • New York

This CURRENT EXCESS SERVICING SPREAD ACQUISITION AGREEMENT FOR FHLMC MORTGAGE LOANS (as amended, restated, or otherwise modified and in effect from time to time, this “Agreement”), dated as of January 6, 2013 (the “Agreement Date”), is by and between MSR IX LLC, a Delaware limited liability company (together with its successors and assigns, the “Purchaser”), and Nationstar Mortgage LLC, a Delaware limited liability company (together with its successors and assigns, the “Seller”) (the Purchaser and the Seller will collectively be referred to as the “Parties” and each, a “Party”).

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AMENDED AND RESTATED INDENTURE NRZ SERVICER ADVANCE RECEIVABLES TRUST CS, as Issuer and WELLS FARGO BANK, N.A., as Indenture Trustee, Calculation Agent, Paying Agent and Securities Intermediary and NATIONSTAR MORTGAGE LLC, as a Subservicer (on and...
Indenture • December 23rd, 2013 • Nationstar Mortgage Holdings Inc. • Mortgage bankers & loan correspondents • New York

This AMENDED AND RESTATED INDENTURE (as amended, supplemented, restated, or otherwise modified from time to time, the “Indenture”), is made and entered into as of December 17, 2013 (the “Effective Date”) by and among NRZ SERVICER ADVANCE RECEIVABLES TRUST CS (f/k/a NATIONSTAR SERVICER ADVANCE RECEIVABLES TRUST 2013-CS), a statutory trust organized under the laws of the State of Delaware (the “Issuer”), WELLS FARGO BANK, N.A., a national banking association, in its capacity as Indenture Trustee (the “Indenture Trustee”), and as Calculation Agent, Paying Agent and Securities Intermediary (in each case, as defined below), ADVANCE PURCHASER LLC, a limited liability company under the laws of the State of Delaware (“Advance Purchaser”), as Administrator (as defined below) on behalf of the Issuer, as owner of the rights to the servicing rights associated with the servicing under the Designated Servicing Agreements (as defined below), and from and after the respective MSR Transfer Dates (as de

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AMENDED AND RESTATED RECEIVABLES POOLING AGREEMENT between NRZ SERVICER ADVANCE FACILITY TRANSFEROR BC, LLC (Depositor) and NRZ SERVICER ADVANCE RECEIVABLES TRUST BC (Issuer) and consented to by BARCLAYS BANK PLC and SHEFFIELD RECEIVABLES CORPORATION...
Receivables Pooling Agreement • December 23rd, 2013 • Nationstar Mortgage Holdings Inc. • Mortgage bankers & loan correspondents • New York

This AMENDED AND RESTATED RECEIVABLES POOLING AGREEMENT (as it may be amended, supplemented, restated or otherwise modified from time to time, this “Agreement”) is made as of December 17, 2013 (the “Effective Date”), by and between NRZ SERVICER ADVANCE FACILITY TRANSFEROR BC, LLC (f/k/a NATIONSTAR SERVICER ADVANCE FACILITY TRANSFEROR, LLC 2013-BC), a limited liability company organized under the laws of the State of Delaware (the “Depositor”), and NRZ SERVICER ADVANCE RECEIVABLES TRUST BC (f/k/a NATIONSTAR SERVICER ADVANCE RECEIVABLES TRUST 2013-BC), a statutory trust organized under the laws of Delaware (the “Issuer”), and is consented to by 100% of the Noteholders and the Administrative Agent.

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MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • March 15th, 2013 • Nationstar Mortgage Holdings Inc. • Mortgage bankers & loan correspondents • New York
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FUTURE SPREAD AGREEMENT FOR FHLMC MORTGAGE LOANS by and between NATIONSTAR MORTGAGE LLC (Seller) and MSR IX LLC (Purchaser) Dated and effective as of January 6, 2013
Future Spread Agreement • March 15th, 2013 • Nationstar Mortgage Holdings Inc. • Mortgage bankers & loan correspondents • New York

This FUTURE SPREAD AGREEMENT FOR FHLMC MORTGAGE LOANS (as amended, restated, or otherwise modified and in effect from time to time, this “Agreement”), dated as of January 6, 2013 (the “Agreement Date”), is by and between MSR IX LLC, a Delaware limited liability company (together with its successors and assigns, the “Purchaser”), and Nationstar Mortgage LLC, a Delaware limited liability company (together with its successors and assigns, the “Seller”) (the Purchaser and the Seller will collectively be referred to as the “Parties” and each, a “Party”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 26th, 2013 • Nationstar Mortgage Holdings Inc. • Mortgage bankers & loan correspondents • New York

This REGISTRATION RIGHTS AGREEMENT, dated March 26, 2013 (the “Agreement”), is entered into by and among Nationstar Mortgage LLC, a Delaware limited liability company (“Nationstar”), Nationstar Capital Corporation, a Delaware corporation (“Nationstar Corp.” and, together with Nationstar, the “Companies”), the guarantors listed in Schedule 1 hereto (the “Guarantors”) and the several initial purchasers listed in Schedule 2 hereto (the “Initial Purchasers”) for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated Credit Suisse Securities (USA) LLC, Barclays Capital Inc. and Wells Fargo Securities, LLC are acting as Representatives (collectively, the “Representatives”).

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VOTING AND SUPPORT AGREEMENT
Voting and Support Agreement • February 13th, 2018 • Nationstar Mortgage Holdings Inc. • Mortgage bankers & loan correspondents • Delaware

VOTING AND SUPPORT AGREEMENT, dated as of February 12, 2018 (this “Agreement”), between Nationstar Mortgage Holdings Inc., a Delaware corporation (the “Company”), and William C. Gallagher (the “Stockholder”).

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FUTURE SPREAD AGREEMENT FOR NON-AGENCY MORTGAGE LOANS by and between NATIONSTAR MORTGAGE LLC (Seller) and MSR XII LLC (Purchaser) Dated and effective as of January 6, 2013
Future Spread Agreement for Non-Agency Mortgage Loans • March 15th, 2013 • Nationstar Mortgage Holdings Inc. • Mortgage bankers & loan correspondents • New York

This FUTURE SPREAD AGREEMENT FOR NON-AGENCY MORTGAGE LOANS (as amended, restated, or otherwise modified and in effect from time to time, this “Agreement”), dated as of January 6, 2013 (the “Agreement Date”), is by and between MSR XII LLC, a Delaware limited liability company (together with its successors and assigns, the “Purchaser”), and Nationstar Mortgage LLC, a Delaware limited liability company (together with its successors and assigns, the “Seller”) (the Purchaser and the Seller will collectively be referred to as the “Parties” and each, a “Party”).

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SALE SUPPLEMENT (First Tennessee) dated as of December 17, 2013 between NATIONSTAR MORTGAGE LLC, as Seller, and ADVANCE PURCHASER LLC, as Purchaser
Sale Supplement • December 23rd, 2013 • Nationstar Mortgage Holdings Inc. • Mortgage bankers & loan correspondents

This Sale Supplement (First Tennessee), dated as of December 17, 2013 (this “Sale Supplement”), is between Nationstar Mortgage LLC, a Delaware limited liability company (“Seller”), and Advance Purchaser LLC, a Delaware limited liability company (“Purchaser”):

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NATIONSTAR MORTGAGE LLC NATIONSTAR CAPITAL CORPORATION PURCHASE AGREEMENT
Purchase Agreement • March 26th, 2013 • Nationstar Mortgage Holdings Inc. • Mortgage bankers & loan correspondents • New York

Nationstar Mortgage LLC, a Delaware limited liability company (“Nationstar”), and Nationstar Capital Corporation, a Delaware corporation (“Nationstar Corp.” and, together with Nationstar, the “Companies”), propose, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to the initial purchasers named in Schedule I hereto (the “Initial Purchasers”), for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated Credit Suisse Securities (USA) LLC, Barclays Capital Inc. and Wells Fargo Securities, LLC are acting as representatives (the “Representatives”), $200,000,000 in aggregate principal amount of their 6.500% Senior Notes due 2021 (the “Notes”). The Notes (i) will have terms and provisions that are summarized in the Offering Memorandum (as defined below), and (ii) are to be issued pursuant to the Indenture (the “Base Indenture”), dated February 7, 2013, by and among the Companies, the Guarantors (as defined below) and Wells Fargo Bank, National As

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SEVERANCE AGREEMENT
Severance Agreement • March 2nd, 2018 • Nationstar Mortgage Holdings Inc. • Mortgage bankers & loan correspondents • Texas

This Severance Pay Agreement (“Agreement”) is made and entered into as of February 12, 2018, by and between Nationstar Mortgage Holdings Inc., a Delaware corporation (the “Company”), with its principal place of business located at 8950 Cypress Waters Blvd., Coppell, TX 75019 and Mike Rawls, an individual (hereinafter called the “Executive”), whose principal residence is located at 5113 Connors Drive, Flower Mound, Texas 75028.

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RETENTION BONUS AGREEMENT
Retention Bonus Agreement • March 2nd, 2018 • Nationstar Mortgage Holdings Inc. • Mortgage bankers & loan correspondents • Texas

This Retention Bonus Agreement (“Agreement”) is made and entered into as of February 12, 2018, by and between Nationstar Mortgage Holdings Inc., a Delaware corporation (the “Company”), with its principal place of business located at 8950 Cypress Waters Blvd., Coppell, TX 75019 and Amar Patel, an individual (hereinafter called “Executive”), whose principal residence is located at 9222 Moss Haven Drive, Dallas, Texas 75231.

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RECEIVABLES SALE AGREEMENT NATIONSTAR MORTGAGE LLC (Receivables Seller and Servicer) and
Receivables Sale Agreement • November 14th, 2013 • Nationstar Mortgage Holdings Inc. • Mortgage bankers & loan correspondents • New York
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Contract
Supplemental Indenture • August 1st, 2018 • Nationstar Mortgage Holdings Inc. • Mortgage bankers & loan correspondents • New York

This Supplemental Indenture (this “Supplemental Indenture”), dated as of July 31, 2018 among WMIH Corp, a Delaware corporation (the “Guaranteeing Parent”), an indirect parent of Nationstar Mortgage LLC, a Delaware limited liability company (the “Company” and, together with Nationstar Capital Corporation, the “Issuers”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”).

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RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • August 14th, 2012 • Nationstar Mortgage Holdings Inc. • Mortgage bankers & loan correspondents • New York

RECEIVABLES PURCHASE AGREEMENT, dated as of June 12, 2012 (this “Receivables Purchase Agreement” or this “Agreement”), among NATIONSTAR AGENCY ADVANCE FUNDING TRUST 2012-AW (the “Issuer”), Nationstar Agency Advance Funding 2012-AW, LLC (the “Depositor”) and NATIONSTAR MORTGAGE LLC (the “Seller” or “Nationstar”).

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FUTURE SPREAD AGREEMENT FOR GNMA MORTGAGE LOANS by and between NATIONSTAR MORTGAGE LLC (Seller) and MSR XI LLC (Purchaser) Dated and effective as of January 6, 2013
Future Spread Agreement for Gnma Mortgage Loans • March 15th, 2013 • Nationstar Mortgage Holdings Inc. • Mortgage bankers & loan correspondents • New York

This FUTURE SPREAD AGREEMENT FOR GNMA MORTGAGE LOANS (as amended, restated, or otherwise modified and in effect from time to time, this “Agreement”), dated as of January 6, 2013 (the “Agreement Date”), is by and between MSR XI LLC, a Delaware limited liability company (together with its successors and assigns, the “Purchaser”), and Nationstar Mortgage LLC, a Delaware limited liability company (together with its successors and assigns, the “Seller”) (the Purchaser and the Seller will collectively be referred to as the “Parties” and each, a “Party”).

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AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT NATIONSTAR MORTGAGE LLC, as Servicer (prior to the respective MSR Transfer Dates) and ADVANCE PURCHASER LLC, as Receivables Seller and as Servicer (on and after the respective MSR Transfer Dates) and NRZ...
Receivables Sale Agreement • December 23rd, 2013 • Nationstar Mortgage Holdings Inc. • Mortgage bankers & loan correspondents • New York

This AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT (as it may be amended, supplemented, restated or otherwise modified from time to time, this “Agreement”) is made as of December 17, 2013 (the “Effective Date”), by and among Nationstar Mortgage LLC, a limited liability company organized under the laws of the State of Delaware (“Nationstar”), as initial receivables seller and as servicer (prior to the respective MSR Transfer Dates), Advance Purchaser LLC, a limited liability company organized under the laws of the State of Delaware (“Advance Purchaser”), as receivables seller and as servicer (on and after the respective MSR Transfer Dates), and NRZ Servicer Advance Facility Transferor BC, LLC, a limited liability company organized under the laws of the State of Delaware, as depositor (the “Depositor”), and is consented to by 100% of the Noteholders and the Administrative Agent.

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NATIONSTAR MORTGAGE LLC NATIONSTAR CAPITAL CORPORATION
Underwriting Agreement • September 26th, 2013 • Nationstar Mortgage Holdings Inc. • Mortgage bankers & loan correspondents • New York

The Notes will be issued pursuant to an indenture, dated as of July 22, 2013 (the “Base Indenture”), by and among the Companies, the Guarantors (as defined below) and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by a first supplemental indenture, to be dated as of the Closing Date (as defined in Section 2 below) (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). The Notes will constitute a further issuance of, and form a part of the same series as, the Companies’ outstanding 6.500% Senior Notes due 2018, issued on July 22, 2013 (the “Existing Notes”) pursuant to the Base Indenture. Upon completion of this offering, the aggregate principal amount of Notes and Existing Notes will be $475,000,000. The Companies’ obligations under the Notes, including the due and punctual payment of interest on the Notes, will be irrevocably and unconditionally guaranteed on a joint and several basis (the “Guarantees”) by the guaran

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CURRENT EXCESS SERVICING SPREAD ACQUISITION AGREEMENT FOR FNMA MORTGAGE LOANS by and between NATIONSTAR MORTGAGE LLC (Seller) and MSR X LLC (Purchaser) Dated and effective as of January 6, 2013
Current Excess Servicing Spread Acquisition Agreement • March 15th, 2013 • Nationstar Mortgage Holdings Inc. • Mortgage bankers & loan correspondents • New York

This CURRENT EXCESS SERVICING SPREAD ACQUISITION AGREEMENT FOR FNMA MORTGAGE LOANS (as amended, restated, or otherwise modified and in effect from time to time, this “Agreement”), dated as of January 6, 2013 (the “Agreement Date”), is by and between MSR X LLC, a Delaware limited liability company (together with its successors and assigns, the “Purchaser”), and Nationstar Mortgage LLC, a Delaware limited liability company (together with its successors and assigns, the “Seller”) (the Purchaser and the Seller will collectively be referred to as the “Parties” and each, a “Party”).

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CURRENT EXCESS SERVICING SPREAD ACQUISITION AGREEMENT FOR NON-AGENCY MORTGAGE LOANS by and between NATIONSTAR MORTGAGE LLC (Seller) and MSR XII LLC (Purchaser) Dated and effective as of January 6, 2013
Current Excess Servicing Spread Acquisition Agreement • March 15th, 2013 • Nationstar Mortgage Holdings Inc. • Mortgage bankers & loan correspondents • New York

This CURRENT EXCESS SERVICING SPREAD ACQUISITION AGREEMENT FOR NON-AGENCY MORTGAGE LOANS (as amended, restated, or otherwise modified and in effect from time to time, this “Agreement”), dated as of January 6, 2013 (the “Agreement Date”), is by and between MSR XII LLC, a Delaware limited liability company (together with its successors and assigns, the “Purchaser”), and Nationstar Mortgage LLC, a Delaware limited liability company (together with its successors and assigns, the “Seller”) (the Purchaser and the Seller will collectively be referred to as the “Parties” and each, a “Party”).

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NRZ SERVICER ADVANCE RECEIVABLES TRUST CS, as Issuer and WELLS FARGO BANK, N.A., as Indenture Trustee, Calculation Agent, Paying Agent and Securities Intermediary and NATIONSTAR MORTGAGE LLC, as Subservicer and as Servicer (prior to the respective MSR...
Amended and Restated Indenture Supplement • December 23rd, 2013 • Nationstar Mortgage Holdings Inc. • Mortgage bankers & loan correspondents • New York

THIS AMENDED AND RESTATED SERIES 2013-VF2 INDENTURE SUPPLEMENT (this “Indenture Supplement”), dated as of December 17, 2013, is made by and among NRZ SERVICER ADVANCE RECEIVABLES TRUST CS, a statutory trust organized under the laws of the State of Delaware (the “Issuer”), WELLS FARGO BANK, N.A., a national banking association, as trustee (the “Indenture Trustee”), as calculation agent (the “Calculation Agent”), as paying agent (the “Paying Agent”) and as securities intermediary (the “Securities Intermediary”), ADVANCE PURCHASER LLC, a limited liability company under the laws of the State of Delaware (“Advance Purchaser”), as Administrator on behalf of the Issuer, as owner of the rights associated with the servicing rights under the Designated Servicing Agreements, and, from and after the respective MSR Transfer Dates for each Designated Servicing Agreement, as servicer under such Designated Servicing Agreement, NATIONSTAR MORTGAGE LLC, a limited liability company organized in the State

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RESTRICTED STOCK GRANT AGREEMENT
Restricted Stock Grant Agreement • November 16th, 2012 • Nationstar Mortgage Holdings Inc. • Mortgage bankers & loan correspondents • New York

THIS AGREEMENT, made as of this [ ] day of [ ], 20[ ], (the “Agreement”) between NATIONSTAR MORTGAGE HOLDINGS INC. (the “Company”) and [ ] (the “Grantee”).

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MORTGAGE SERVICING RIGHTS PURCHASE AND SALE AGREEMENT BANK OF AMERICA, NATIONAL ASSOCIATION (Seller) NATIONSTAR MORTGAGE LLC (Purchaser) Dated and effective as of January 6, 2013
Mortgage Servicing Rights Purchase and Sale Agreement • January 10th, 2013 • Nationstar Mortgage Holdings Inc. • Mortgage bankers & loan correspondents • New York

This Mortgage Servicing Rights Purchase and Sale Agreement (the “Agreement”), dated as of January 6, 2013, is by and between NATIONSTAR MORTGAGE LLC, a Delaware limited liability company (the “Purchaser”), with offices located in 350 Highland Drive, Lewisville, Texas 75067, and BANK OF AMERICA, NATIONAL ASSOCIATION, a national banking association (the “Seller”), with offices located in 4500 Park Granada, Calabasas, California, 91302 (the Purchaser and the Seller may collectively be referred to as the “Parties,” and each as a “Party”).

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SERVICING RIGHTS SALE AND ISSUER TRANSFER AGREEMENT by and between BANK OF AMERICA, NATIONAL ASSOCIATION, as Seller and NATIONSTAR MORTGAGE LLC, as Purchaser Dated as of December 5, 2011
Servicing Rights Sale and Issuer Transfer Agreement • January 20th, 2012 • Nationstar Mortgage Holdings Inc. • Mortgage bankers & loan correspondents • New York

This SERVICING RIGHTS SALE AND ISSUER TRANSFER AGREEMENT (this “Agreement”), dated as of December 5, 2011 (the “Effective Date”), is made by and between Bank of America, National Association (the “Seller” or “BANA”) and Nationstar Mortgage LLC (the “Purchaser” or “Nationstar”).

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SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • May 5th, 2016 • Nationstar Mortgage Holdings Inc. • Mortgage bankers & loan correspondents • New York

Re: Second Amended and Restated Master Repurchase Agreement, dated as of January 29, 2016 by and among Barclays Bank PLC (“Purchaser” and “Agent”), Sutton Funding LLC (“Purchaser”) and Nationstar Mortgage LLC (“Seller”)

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NRZ SERVICER ADVANCE RECEIVABLES TRUST BC, as Issuer and WELLS FARGO BANK, N.A., as Indenture Trustee, Calculation Agent, Paying Agent and Securities Intermediary and NATIONSTAR MORTGAGE LLC, as a Subservicer and as Servicer (prior to the respective...
Amended and Restated Indenture Supplement • December 23rd, 2013 • Nationstar Mortgage Holdings Inc. • Mortgage bankers & loan correspondents • Maryland

This AMENDED AND RESTATED SERIES 2013-VF1 INDENTURE SUPPLEMENT (this “Indenture Supplement”), dated as of December 17, 2013, is made by and among NRZ SERVICER ADVANCE RECEIVABLES TRUST BC, a statutory trust organized under the laws of the State of Delaware (the “Issuer”), WELLS FARGO BANK, N.A., a national banking association, as trustee (the “Indenture Trustee”), as calculation agent (the “Calculation Agent”), as paying agent (the “Paying Agent”) and as securities intermediary (the “Securities Intermediary”), ADVANCE PURCHASER LLC, a limited liability company under the laws of the State of Delaware (“Advance Purchaser”), as Administrator on behalf of the Issuer, as owner of the rights associated with the servicing rights under the Designated Servicing Agreements, and, from and after the respective MSR Transfer Dates for each Designated Servicing Agreement, as servicer under such Designated Servicing Agreement, NATIONSTAR MORTGAGE LLC, a limited liability company organized in the State

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NATIONSTAR MORTGAGE HOLDINGS INC. EMPLOYMENT AGREEMENT
Employment Agreement • March 15th, 2013 • Nationstar Mortgage Holdings Inc. • Mortgage bankers & loan correspondents • Texas

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the 27th day of February 2012 by and between NATIONSTAR MORTGAGE HOLDINGS INC., a Delaware corporation (the “Company”) and HAROLD LEWIS, an individual presently residing at 2220 King Fisher Drive, Westlake, TX 76262 (“Executive”).

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UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION
Asset Purchase Agreement • September 19th, 2012 • Nationstar Mortgage Holdings Inc. • Mortgage bankers & loan correspondents

On May 13, 2012, Nationstar Mortgage LLC entered into an asset purchase agreement (as amended and restated on June 28, 2012, the “ResCap Purchase Agreement”) with Residential Capital, LLC and its related entities (collectively, “ResCap”) in connection with ResCap’s proposed asset sale under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”), referred herein as the “Transaction.” ResCap is an indirect subsidiary of Ally Financial Inc.

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FORM OF STOCKHOLDERS AGREEMENT BY AND AMONG NATIONSTAR MORTGAGE HOLDINGS INC. AND FIF HE HOLDINGS LLC DATED AS OF , 2011
Stockholders Agreement • July 7th, 2011 • Nationstar Mortgage Holdings Inc. • Mortgage bankers & loan correspondents • Delaware

THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is made as of , 2011, by and between FIF HE Holdings LLC (the “Initial Stockholder”) and Nationstar Mortgage Holdings Inc., a Delaware corporation (the “Company”). Unless otherwise indicated, references to articles and sections shall be to articles and sections of this Agreement.

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Contract
Supplemental Indenture • August 1st, 2018 • Nationstar Mortgage Holdings Inc. • Mortgage bankers & loan correspondents • New York

This SUPPLEMENTAL INDENTURE NO. 1, dated as of July 31, 2018 (this “Completion Date Supplemental Indenture”), is entered into among Nationstar Mortgage Holdings Inc., a Delaware Corporation (“Nationstar”), the other parties that are signatories hereto as Guarantors (collectively, the “Guaranteeing Subsidiaries” and each a “Guaranteeing Subsidiary”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”).

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STOCKHOLDERS AGREEMENT BY AND AMONG NATIONSTAR MORTGAGE HOLDINGS INC. AND FIF HE HOLDINGS LLC DATED AS OF FEBRUARY 17, 2012
Shareholder Agreements • February 24th, 2012 • Nationstar Mortgage Holdings Inc. • Mortgage bankers & loan correspondents • Delaware

THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is made as of February 17, 2012, by and between FIF HE Holdings LLC (the “Initial Stockholder”) and Nationstar Mortgage Holdings Inc., a Delaware corporation (the “Company”). Unless otherwise indicated, references to articles and sections shall be to articles and sections of this Agreement.

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NRZ SERVICER ADVANCE RECEIVABLES TRUST CS, as Issuer and WELLS FARGO BANK, N.A., as Indenture Trustee, Calculation Agent, Paying Agent and Securities Intermediary and NATIONSTAR MORTGAGE LLC, as Subservicer and as Servicer (prior to the respective MSR...
Amended and Restated Indenture Supplement • December 23rd, 2013 • Nationstar Mortgage Holdings Inc. • Mortgage bankers & loan correspondents • New York

THIS AMENDED AND RESTATED SERIES 2013-VF3 INDENTURE SUPPLEMENT (this “Indenture Supplement”), dated as of December 17, 2013, is made by and among NRZ SERVICER ADVANCE RECEIVABLES TRUST CS, a statutory trust organized under the laws of the State of Delaware (the “Issuer”), WELLS FARGO BANK, N.A., a national banking association, as trustee (the “Indenture Trustee”), as calculation agent (the “Calculation Agent”), as paying agent (the “Paying Agent”) and as securities intermediary (the “Securities Intermediary”), ADVANCE PURCHASER LLC, a limited liability company under the laws of the State of Delaware (“Advance Purchaser”), as Administrator on behalf of the Issuer, as owner of the rights associated with the servicing rights under the Designated Servicing Agreements, and, from and after the respective MSR Transfer Dates for each Designated Servicing Agreement, as servicer under such Designated Servicing Agreement, NATIONSTAR MORTGAGE LLC, a limited liability company organized in the State

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