NATIONSTAR AGENCY ADVANCE FUNDING TRUST, as Issuer and THE BANK OF NEW YORK MELLON, as Indenture Trustee, Calculation Agent, Paying Agent and Securities Intermediary and NATIONSTAR MORTGAGE LLC, as Administrator and as Servicer and BARCLAYS BANK PLC,...

Exhibit 10.4

EXECUTION VERSION

NATIONSTAR AGENCY ADVANCE FUNDING TRUST,

as Issuer

and

THE BANK OF NEW YORK MELLON,

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

and

NATIONSTAR MORTGAGE LLC,

as Administrator and as Servicer

and

BARCLAYS BANK PLC,

as Administrative Agent

SERIES 2013-T2

INDENTURE SUPPLEMENT

Dated as of January 31, 2013

FOURTH AMENDED AND RESTATED INDENTURE

Dated as of January 31, 2013

ADVANCE RECEIVABLES BACKED NOTES,

SERIES 2013-T2

TABLE OF CONTENTS


		PAGE
SECTION 1.	CREATION OF SERIES 2013-T2 NOTES		1

SECTION 2.	DEFINED TERMS		2

SECTION 3.	FORMS OF SERIES 2013-T2 NOTES; TRANSFER RESTRICTIONS		8

SECTION 4.	COLLATERAL VALUE EXCLUSIONS		10

SECTION 5.	GENERAL RESERVE ACCOUNT		10

SECTION 6.	PAYMENTS; NOTE BALANCE INCREASES; EARLY MATURITY		10

SECTION 7.	OPTIONAL REDEMPTIONS AND REFINANCING		11

SECTION 8.	[RESERVED]		11

SECTION 9.	SERIES REPORTS		11

SECTION 10.	CONDITIONS PRECEDENT SATISFIED		12

SECTION 11.	REPRESENTATIONS AND WARRANTIES		12

SECTION 12.	AMENDMENTS		13

SECTION 13.	COUNTERPARTS		13

SECTION 14.	ENTIRE AGREEMENT		13

SECTION 15.	LIMITED RECOURSE		13

SECTION 16.	OWNER TRUSTEE LIMITATION OF LIABILITY		14

- i -

THIS SERIES 2013-T2 INDENTURE SUPPLEMENT (this “Indenture Supplement”), dated as of January 31, 2013, is made by and among NATIONSTAR AGENCY ADVANCE FUNDING TRUST, a statutory trust organized under the laws of the State of Delaware (the “Issuer”), THE BANK OF NEW YORK MELLON, a New York banking corporation, as trustee (the “Indenture Trustee”), as calculation agent (the “Calculation Agent”), as paying agent (the “Paying Agent”) and as securities intermediary (the “Securities Intermediary”), NATIONSTAR MORTGAGE LLC, a Delaware limited liability company (“Nationstar”), as Administrator on behalf of the Issuer, as Servicer under the Designated Servicing Agreements and BARCLAYS BANK PLC (“Barclays”), a public limited company formed under the laws of England and Wales, as Administrative Agent (as defined below). This Indenture Supplement relates to and is executed pursuant to that certain Fourth Amended and Restated Indenture (as amended, supplemented, restated or otherwise modified from time to time, the “Base Indenture”) supplemented hereby, dated as of January 31, 2013, among the Issuer, the Servicer, the Administrator and the Indenture Trustee, the Calculation Agent, the Paying Agent, the Securities Intermediary and the Administrative Agent, all the provisions of which are incorporated herein as modified hereby and shall be a part of this Indenture Supplement as if set forth herein in full (the Base Indenture as so supplemented by this Indenture Supplement being referred to as the “Indenture”).

Capitalized terms used and not otherwise defined herein shall have the respective meanings given them in the Base Indenture.

PRELIMINARY STATEMENT

The Issuer has duly authorized the issuance of a Series of Notes, the Series 2013-T2 Notes (the “Series 2013-T2 Notes”). The parties are entering this Indenture Supplement to document the terms of the issuance of the Series 2013-T2 Notes pursuant to the Base Indenture which provides for the issuance of Notes in multiple series from time to time.

Section 1. Creation of Series 2013-T2 Notes.

There are hereby created, effective as of the Issuance Date, the Series 2013-T2 Notes, to be issued pursuant to the Base Indenture and this Indenture Supplement, to be known as “Nationstar Agency Advance Funding Trust 2013-T2 Advance Receivables Backed Notes, Series 2013-T2 Notes.” The Series 2013-T2 Notes shall not be subordinated to any other Series of Notes. The Series 2013-T2 Notes are issued in six (6) Classes of Term Notes (Class A-T2, Class B-T2, Class C-T2, Class D-T2, Class E-T2, and Class F-T2 with the Initial Note Balances, Stated Maturity Dates, Revolving Period, Note Interest Rates, Expected Repayment Dates and other terms as specified in this Indenture Supplement, to be known as the Advance Receivables Backed Notes, Series 2013-T2. The Series 2013-T2 Notes shall be secured by the Trust Estate Granted to the Indenture Trustee pursuant to the Base Indenture. The Indenture Trustee shall hold the Trust Estate as collateral security for the benefit of the Noteholders of the Series 2013-T2 Notes and all other Series of Notes issued under the Indenture as described therein. In the event that any term or provision contained herein shall conflict with or be inconsistent with any term or provision contained in the Base Indenture, the terms and provisions of this Indenture Supplement shall govern to the extent of such conflict.

Section 2. Defined Terms.

With respect to the Series 2013-T2 Notes and in addition to or in replacement for the definitions set forth in Section 1.1 of the Base Indenture, the following definitions shall be assigned to the defined terms set forth below:

“90 + Day Delinquent Loan” has the meaning assigned to such term in the defined term “Market Value.”

“Administrative Agent” means, for so long as the Series 2013-T2 Notes have not been paid in full: (i) with respect to the provisions of this Indenture Supplement, Barclays Bank PLC, or an Affiliate or successor thereto; and (ii) with respect to the provisions of the Base Indenture, and notwithstanding the terms and provisions of any other Indenture Supplement, together, Barclays Bank PLC, and such other parties as set forth in any other Indenture Supplement, or a respective Affiliate or any respective successor thereto. For the avoidance of doubt, reference to “it” or “its” with respect to the Administrative Agent in the Base Indenture shall mean “them” and “their,” and reference to the singular therein in relation to the Administrative Agent shall be construed as if plural.

“Advance Rates”: On any date of determination with respect to each Receivable related to any Class of Series 2013-T2 Notes, the percentage amount based on the Advance Type of such Receivable, as set forth below, subject to amendment by mutual agreement of the Administrative Agent and the Administrator, and with consultation with each Note Rating Agency; provided, that in the event that the Servicer’s sub-prime servicer rating is reduced below “Average” by S&P, the Advance Rates applicable to the Receivables related to such Class of Notes shall be equal to the Advance Rates set forth below prior to such ratings reduction minus 5.00%; and provided, further, that the Advance Rate for any Receivable related to any Class of Notes shall be zero if such Receivable is not a Facility Eligible Receivable:


Advance Type	Class A-T2 Term Notes			Class B-T2 Term Notes			Class C-T2 Term Notes			Class D-T2 Term Notes			Class E-T2 Term Notes			Class F-T2 Term Notes
Delinquency Advances		92.50	%		94.75	%		95.75	%		96.75	%		97.25	%		97.50	%
Non-Judicial Escrow Advances		90.00	%		93.00	%		94.50	%		96.00	%		96.50	%		96.75	%
Judicial Escrow Advances		81.50	%		87.25	%		90.00	%		93.00	%		94.00	%		94.50	%
Non-Judicial Corporate Advances		62.50	%		75.50	%		82.00	%		88.50	%		90.75	%		92.50	%
Judicial Corporate Advances		52.00	%		68.75	%		77.00	%		85.25	%		88.25	%		90.25	%

“Advance Ratio” means, as of any date of determination with respect to any Designated Pool, the ratio (expressed as a percentage), calculated as of the last day of the calendar month immediately preceding the calendar month in which such date occurs, of (i) the related PSA Stressed Non-Recoverable Advance Amount on such date over (ii) the aggregate monthly scheduled principal and interest payments for the calendar month immediately preceding the calendar month in which such date occurs with respect to all non-delinquent Mortgage Loans in such Designated Pool serviced pursuant to the related Designated Servicing Agreement.

“Applicable Rating” means the rating assigned to each Class of the Series 2013-T2 Notes by S&P, as the Note Rating Agency, upon the issuance of such Class as set forth below:

(i) Class A-T2: AAA(sf);

(ii) Class B-T2: AA(sf);

(iii) Class C-T2: A(sf);

(iv) Class D-T2: BBB(sf);

(v) Class E-T2: BB(sf); and

(vi) Class F-T2: B(sf).

“Base Indenture” has the meaning assigned to such term in the Preamble.

“Class A-T2 Term Notes” means, the Term Notes, Class A-T2, issued hereunder by the Issuer, having an Initial Note Balance of $88,987,000, or any Term Notes issued in replacement thereof pursuant to Section 7 of this Indenture Supplement.

“Class B-T2 Term Notes” means, the Term Notes, Class B-T2, issued hereunder by the Issuer, having an Initial Note Balance of $4,853,000, or any Term Notes issued in replacement thereof pursuant to Section 7 of this Indenture Supplement.

“Class C-T2 Term Notes” means, the Term Notes, Class C-T2, issued hereunder by the Issuer, having an Initial Note Balance of $2,348,000, or any Term Notes issued in replacement thereof pursuant to Section 7 of this Indenture Supplement.

“Class D-T2 Term Notes” means, the Term Notes, Class D-T2, issued hereunder by the Issuer, having an Initial Note Balance of $2,400,000, or any Term Notes issued in replacement thereof pursuant to Section 7 of this Indenture Supplement.

“Class E-T2 Term Notes” means, the Term Notes, Class E-T2, issued hereunder by the Issuer, having an Initial Note Balance of $887,000, or any Term Notes issued in replacement thereof pursuant to Section 7 of this Indenture Supplement.

“Class F-T2 Term Notes” means, the Term Notes, Class F-T2, issued hereunder by the Issuer, having an Initial Note Balance of $525,000, or any Term Notes issued in replacement thereof pursuant to Section 7 of this Indenture Supplement.

“Corporate Trust Office” means with respect to the Series 2013-T2 Notes, the office of the Indenture Trustee (or The Bank of New York Mellon in any of its capacities) at which at any particular time its corporate trust business will be administered, which office at the date hereof is located at (i) for purposes other than final payment or note transfers, 000 Xxxxxxx Xxxxxx, Xxxxx 0X, Xxx Xxxx, Xxx Xxxx 00000, Attention: Nationstar Agency Advance Funding Trust, Series 2013-T2, and (ii) for purposes of final payment and note transfers, 0000 Xxxxx Xxxxxx, 0^xx Xxxxx, Xxxxxx, XX 00000, Attention: Transfers, Nationstar 2013-T2.

“Default Rate” means, with respect to any Interest Accrual Period, for each Class of Notes, the then applicable Note Interest Rate (without regard to the proviso of the definition of “Note Interest Rate” in the Base Indenture) plus 3.00% per annum.

“Expected Repayment Date” means February 15, 2018 for each Class of the Series 2013-T2 Notes.

“Expense Rate” means, as of any date of determination, with respect to the Series 2013-T2 Notes, the percentage equivalent of a fraction, (i) the numerator of which equals the sum of (1) the product of the Series Allocation Percentage for such Series multiplied by (1) the aggregate amount of Fees due and payable by the Issuer on the next succeeding Payment Date plus (2) the product of the Series Allocation Percentage for such Series multiplied by any expenses payable or reimbursable by the Issuer on the next succeeding Payment Date, up to the applicable Expense Limit, if any, prior to any payments to the Noteholders of the Series 2013-T2 Notes, pursuant to the terms and provisions of this Indenture Supplement, the Base Indenture or any other Transaction Document that have been invoiced to the Indenture Trustee and the Administrator, plus (3) the aggregate amount of related Series Fees payable by the Issuer on the next succeeding Payment Date and (ii) the denominator of which equals the sum of the outstanding Note Balances of all Series 2013-T2 Notes at the close of business on such date.

“General Reserve Required Amount” means with respect to any Payment Date or Interim Payment Date, as the case may be, for the Series 2013-T2 Notes, an amount equal to on any Payment Date or Interim Payment Date four month’s interest calculated at the applicable Senior Rate on the Note Balance of each Class of Series 2013-T2 Notes as of such Payment Date or Interim Payment Date, as the case may be.

“Initial Note Balance” means, for any Note or for any Class of Notes, the Note Balance of such Note upon issuance, as follows:

(i) Class A-T2: $88,987,000;

(ii) Class B-T2: $4,853,000;

(iii) Class C-T2: $2,348,000;

(iv) Class D-T2: $2,400,000;

(v) Class E-T2: $887,000;and

(vi) Class F-T2: $525,000.

“Initial Payment Date” means March 15, 2013.

“Interest Accrual Period” means, for the Series 2013-T2 Notes and any Payment Date, the period beginning on the immediately preceding Payment Date (or, in the case of the first Payment Date with respect to any Class, the Issuance Date) and ending on the day immediately preceding the current Payment Date. The Interest Payment Amount for the Series 2013-T2 Notes on any Payment Date shall be determined based on an assumed 30-day Interest Accrual Period.

“Interest Day Count Convention” means 30 days divided by 360 other than with respect to the Initial Payment Date which is 45 days divided by 360.

“Issuance Date” means January 31, 2013.

“Market Value” means, as of any date of determination with respect to a Designated Pool, the value of such property (determined by the Servicer in accordance with the Xxxxxxx Mac Guide or the Xxxxxx Mae Guide, as applicable) or the appraised value of the Mortgaged Property obtained in connection with its origination, if no updated valuation has been required under the Xxxxxxx Mac Guide or the Xxxxxx Mae Guide, as applicable; provided, that such value shall equal zero for a mortgage loan that was 90 or more days Delinquent (a “90 + Day Delinquent Loan”) and the related valuation is more than 210 days old.

“Market Value Ratio” means, as of any date of determination with respect to a Designated Pool, the ratio (expressed as a percentage) of (i) the aggregate of the Receivable Balance of all Facility Eligible Receivables related to such Designated Pool on such date over (ii) the aggregate Market Value of the Mortgaged Properties and REO Properties for the Mortgage Loans in such Designated Pool on such date.

“Monthly Reimbursement Rate” means, as of any date of determination, the arithmetic average of the fractions (expressed as percentages), determined for each of the three (3) most recently concluded calendar months, obtained by dividing (i) the aggregate Advance Reimbursement Amounts collected by the Servicer and deposited into the Trust Accounts during such month by (ii) the sum, for each Xxxxxxx Mac Pool or Xxxxxx Mae Pool, of the highest Receivable Balance of the related Receivables during such calendar month relating to Advances funded by the Servicer in respect of such Xxxxxxx Mac Pool or Xxxxxx Mae Pool.

“Net Proceeds Coverage Percentage” means, for any Payment Date, the percentage equivalent of a fraction, (i) the numerator of which equals the amount of Collections on Receivables deposited into the Collection and Funding Account during the related Monthly Advance Collection Period, and (ii) the denominator of which equals the aggregate average outstanding Note Balances of all Outstanding Notes during such Monthly Advance Collection Period.

“Note Interest Rate” means, with respect to any Interest Accrual Period, for each Class of Notes, (x) prior to the Expected Repayment Date, the applicable Senior Rate or (y) from and after the Expected Repayment Date, if the notes of any Class have not been refinanced, the applicable Senior Rate plus 1.00% per annum. For the avoidance of doubt, the “Note Interest Rate” for the Series 2013-T2 Notes is subject to the definition of “Note Interest Rate” in the Base Indenture.

“Note Rating Agency” means, for the Series 2013-T2 Notes, S&P.

“Property” means any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible.

“PSA Stressed Non-Recoverable Advance Amount” means as of any date of determination and with respect to any Designated Pool, the sum of:

(i) for all Mortgage Loans that are current as of such date, the greater of (A) zero and (B) the excess of (1) Total Advances related to such Mortgage Loans on such date over (2) (x) in the case of Mortgage Loans secured by a first lien, the product of 50% and the sum of all of the Market Values for the related Mortgaged Property or (y) in the case of Mortgage Loans secured by a second or more junior lien, zero; and

(ii) for all Mortgage Loans that are delinquent as of such date, but not related to property in foreclosure or REO Property, the greater of (A) zero and (B) the excess of (i) Total Advances related to such Mortgage Loans on such date over (ii) (x) in the case of Mortgage Loans secured by a first lien, the product of 50% and the sum of all of the Market Values for the related Mortgaged Property or (y) in the case of Mortgage Loans secured by a second or more junior lien, zero; and

(iii) for all Mortgage Loans that are related to properties in foreclosure, the greater of (A) zero and (B) the excess of (1) Total Advances related to such Mortgage Loans on such date over (2) (x) in the case of Mortgage Loans secured by a first lien, the product of 50% and the sum of all of the Market Values for the related Mortgaged Property or (y) in the case of Mortgage Loans secured by a second or more junior lien, zero; and

(iv) for all REO Properties, the greater of (A) zero and (B) the excess of (1) Total Advances related to such REO Properties on such date over (2) (x) in the case of REO Properties previously secured by a first lien Mortgage Loan, the product of 50% and the sum of all of the Market Values for such REO Properties or (y) in the case of REO Properties previously secured by a second or more junior lien Mortgage Loan, zero.

“Redemption Percentage” means, for the Series 2013-T2 Notes, 10%.

“Senior Rate” means, for (i) Class A-T2, a rate per annum equal to 1.892%; (ii) Class B-T2, a rate per annum equal to 2.487%; (iii) Class C-T2, a rate per annum equal to 3.228%; (iv) Class D-T2, a rate per annum equal to 4.212%; (v) Class E-T2, a rate per annum equal to 5.926%; and (vi) Class F-T2, a rate per annum equal to 7.385%.

“Series 2013-T2 Note Balance” means the aggregate Note Balance of the Series 2013-T2 Notes.

“Series 2013-T2 Placement Agency Agreement” means that certain Placement Agency Agreement, dated on or about January 24, 2013, by and among the Issuer, the Receivables Seller and Barclays, as Placement Agent, Xxxxx Fargo Securities, LLC, as Placement Agent, Credit Suisse Securities (USA) LLC, as Placement Agent, and RBS Securities Inc., as Placement Agent.

“Stated Maturity Date” means February 18, 2048 for the Series 2013-T2 Notes.

“Stressed Time” means, as of any date of determination for any Class of Series 2013-T2 Notes, the percentage equivalent of a fraction, the numerator of which is one (1), and the denominator of which equals the related Stressed Time Percentage for such Class times the Monthly Reimbursement Rate on such date.

“Stressed Time Percentage” means, for Class A-T2, 12.00%, Class B-T2, 17.50%, Class C-T2, 22.50%, Class D-T2, 31.75%, Class E-T2, 37.50% and Class F-T2, 42.00%.

“Target Amortization Amounts” means, for each Class of the Series 2013-T2 Notes, 1/6 of the Note Balance of such Class at the close of business on the last day of its Revolving Period.

“Target Amortization Event” for any Class of the Series 2013-T2 Notes, means the earlier of (A) the related Expected Repayment Date for such Class or (B) the occurrence of any of the following conditions or events, which is not waived by Noteholders of 66²/₃% of the Note Balance of the Outstanding Notes, measured by Voting Interests, of the Series 2013-T2 Notes:

(i) on any Payment Date, the arithmetic average of the Net Proceeds Coverage Percentage determined for such Payment Date and the two preceding Payment Dates is less than five times the percentage equivalent of a fraction (A) the numerator of which equals the sum of the accrued Interest Payment Amounts for each Class of all Outstanding Notes on such date and (B) the denominator of which equals the aggregate average Note Balances of each Class of Outstanding Notes during the related Monthly Advance Collection Period;

(ii) the occurrence of one or more Servicer Termination Events with respect to Designated Pools under the related Designated Servicing Agreements representing 15% or more (by Mortgage Loan balance as of the date of termination) of all the Designated Pools then included in the Collateral;

(iii) the Monthly Reimbursement Rate is less than 8.00%;

(iv) any failure by the Administrator to deliver any Determination Date Administrator Report pursuant to Section 3.2 of the Base Indenture which continues unremedied for a period of thirty (30) Business Days after a Responsible Officer of the Administrator shall have obtained actual knowledge of such failure, or shall have received written or electronic notice from the Indenture Trustee or any Noteholder of such failure;

(v) the Issuer, the Receivables Seller, the Servicer, the Depositor or the Administrator shall breach or default in the due observance or performance of any of its covenants or agreements in this Indenture Supplement, the Base Indenture or any other Transaction Document (subject to any cure period provided therein and such default has a material adverse effect on any Noteholder of any 2013-T2 Notes and which material adverse effect continuing), other than an obligation of the Receivables Seller to make an Indemnity Payment following a breach of a representation or warranty with respect to such Receivable pursuant to Section 4(b) of the Receivables Sale Agreement, and any such default shall continue for a period of thirty (30) Business Days after the earlier to occur of (i) actual discovery by a Responsible Officer of the Issuer, the Receivables Seller, the Servicer, the Depositor or the Administrator, as applicable, or (ii) the date on which written or electronic notice of such failure, requiring the same to be remedied,

shall have been given from the Indenture Trustee or any Noteholder to a Responsible Officer of the Issuer, the Receivables Seller, the Servicer, the Depositor or the Administrator; provided, that a breach of Section 6(b) of the Receivables Sale Agreement, or Section 7(b) of the Receivables Pooling Agreement (prohibiting the Receivables Seller, the Servicer or the Depositor, as applicable, from causing or permitting Insolvency Proceedings with respect to the Depositor or the Issuer, as applicable) shall constitute an automatic Target Amortization Event; or

(vi) if any representation or warranty of the Issuer, the Receivables Seller, the Servicer, the Depositor or the Administrator made in this Indenture Supplement, the Base Indenture, or any other Transaction Document (other than under Section 4(b) of the Receivables Sale Agreement) shall prove to have been breached in any material respect as of the time when the same shall have been made or deemed made, which has a material adverse effect on the right of the Noteholders of the Series 2013-T2 Notes and which material adverse effect is continuing and, if capable of remedy by payment of an Indemnity Payment or otherwise, continues uncured and unremedied for a period of thirty (30) days after the earlier to occur of (i) actual discovery by a Responsible Officer of the Issuer, the Receivables Seller, the Servicer, the Depositor or the Administrator, as applicable, or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to a Responsible Officer of the Issuer, the Receivables Seller, the Servicer, the Depositor or the Administrator, as applicable.

“Total Advances” means, with respect to any date of determination with respect to any Mortgage Loans, the sum of all outstanding amounts of all outstanding Advances related to Facility Eligible Receivables funded by the Servicer out of its own funds or with respect to such Mortgage Loans on such date.

“Transaction Documents” means, in addition to the documents set forth in the definition thereof in the Base Indenture, this Indenture Supplement and the Series 2013-T2 Placement Agency Agreement, each as amended, supplemented, restated or otherwise modified from time to time.

“Trigger Advance Rate” means, for any Class within the Series 2013-T2 Notes, as of any date, the rate equal to (1) 100% minus (2) the product of (a) one-twelfth of the weighted average interest rates for all Classes of Series 2013-T2 Notes, as of such date plus the related Expense Rate as of such date, multiplied by (b) the related Stressed Time for such Class as of such date.

Section 3. Forms of Series 2013-T2 Notes; Transfer Restrictions.

The form of the Rule 144A Global Note and of the Regulation S Global Note that may be used to evidence the Class A-T2 Term Notes, the Class B-T2 Term Notes, the Class C-T2 Term Notes and the Class D-T2 Term Notes in the circumstances described in Section 5.4(c) of the Base Indenture are attached to the Base Indenture as Exhibits A-1 and A-3, respectively. For the avoidance of doubt, and subject to the terms and provisions of Section 5.4 of the Base Indenture, the Class A-T2 Term Notes, the Class B-T2 Term Notes, the Class C-T2 Term Notes and the Class D-T2 Term Notes are to be issued as Book-Entry Notes. The form of the Rule 144A Definitive Note and of the Regulation S Definitive Note that may be used to evidence the Class

E-T2 Term Notes in the circumstances described in Section 5.4(c) of the Base Indenture are attached to the Base Indenture as Exhibits A-2 and A-4, respectively. The form of the Rule 144A Definitive Note that may be used to evidence the Class F-T2 Term Notes in the circumstances described in Section 5.4(c) of the Base Indenture are attached to the Base Indenture as Exhibit A-2, respectively. The Class E-T2 Term Notes and the Class F-T2 Term Notes are to be issued as Definitive Notes and are required to remain in physical form and are not exchangeable for Book-Entry Notes, notwithstanding anything to the contrary in the Base Indenture.

Any Noteholder of the Offered Notes may only resell, pledge or transfer its beneficial interest in the Series 2013-T2 Notes to (i) a person that the transferor reasonably believes is, and who has certified (or, in the case of Book-Entry Notes, is deemed to have certified) that it is, a Qualified Institutional Buyer that purchases for its own account or for the account of a Qualified Institutional Buyer and to whom notice is given that the resale, pledge or transfer is made in reliance on Rule 144A or in the case of the Class E-T2 Term Notes and the Class F-T2 Term Notes only, an “Accredited Investor” as defined in paragraphs (1), (2), (3) or (7) of Rule 501 under the Securities Act or (ii) except in the case of the Class F-T2 Term Notes (which may not be transferred to Non-U.S. Persons as defined for U.S. federal income tax purposes), to Non-U.S. Persons outside the United States in “Off-shore Transactions” in reliance on the safe harbor provided by Regulation S that are also, in the case of the Class E-T2 Term Notes, Qualified Institutional Buyers or Institutional Accredited Investors.

In addition, the Class E-T2 Term Notes and Class F-T2 Term Notes may not be transferred unless the proposed transferee makes certain representations in which such beneficial owner agrees to avoid certain actions that could result in an alternate characterization of the Issuer as provided in Section 6.5(m) and (n) of the Base Indenture. No transfer of a Class E-T2 Term Note or Class F-T2 Term Note will be effective, and any such transfer will be void ab initio, unless after such transfer there would be no more than ninety-five (95) beneficial owners, in the aggregate, of the Specified Notes and the Trust Certificate for U.S. federal income tax purposes. The Class E-T2 Term Note is a Class 1 Specified Note for purposes of the Base Indenture, and each transferee of a Class E-T2 Term Note must provide the Indenture Trustee and Note Registrar with representations substantially in the form of Exhibit E of the Base Indenture as a condition to such transfer. The Class F-T2 Term Note is a Class 2 Specified Note for purposes of the Base Indenture, and each transferee of a Class F-T2 Term Note must provide the Indenture Trustee and Note Registrar with representations substantially in the form of Exhibit F of the Base Indenture as a condition to such transfer.

Proposed transferees of Class A-T2 Term Notes, the Class B-T2 Term Notes, the Class C-T2 Term Notes and the Class D-T2 Term Notes will be required make (or in the case of Book Entry Notes, will be deemed to make) certain certifications for purposes of ERISA as provided in Section 4.02 of the Base Indenture. Each proposed transferee of Class E-T2 Term Note or Class F-T2 Term Note (as Specified Notes under the Base Indenture) will be required to certify that it is not and is not acting on behalf of, or using assets of, an Employee Benefit Plan as provided in Section 4.02 of the Base Indenture.

Section 4. Collateral Value Exclusions.

For purposes of calculating “Collateral Value” in respect of the Series 2013-T2 Notes, the Collateral Value shall be zero for any Receivable that:

(i) is attributable to any Designated Pool to the extent that the related Receivable Balance, when added to the aggregate Receivable Balance already outstanding with respect to such Designated Pool, would cause the related Advance Ratio to be equal to or greater than 100%;

(ii) is not a Facility Eligible Receivable; or

(iii) is attributable to any Designated Pool to the extent that the related Receivable Balance, when added to the aggregate Receivable Balance already outstanding with respect to such Designated Pool, would cause the related Market Value Ratio to exceed 25%.

Section 5. General Reserve Account.

In accordance with the terms and provisions of this Section 5 and Section 4.6 of the Base Indenture, the Indenture Trustee shall establish and maintain a General Reserve Account, which shall be an Eligible Account, with respect to the Series 2013-T2 Notes for the benefit of the Series 2013-T2 Noteholders.

Section 6. Payments; Note Balance Increases; Early Maturity.

The Paying Agent shall make payments of interest on the Series 2013-T2 Notes on each Payment Date in accordance with Section 4.5 of the Base Indenture and any payments of interest, Cumulative Interest Shortfall Amounts, or Fees allocated to the Series 2013-T2 Notes shall be paid first to the Class A-T2 Term Notes, thereafter to the Class B-T2 Term Notes, thereafter to the Class C-T2 Term Notes, thereafter to the Class D-T2 Term Notes, thereafter to the Class E-T2 Term Notes and thereafter to the Class F-T2 Term Notes. The Paying Agent shall make payments of principal on the Series 2013-T2 Notes on each Payment Date in accordance with Section 4.5 of the Base Indenture during any Target Amortization Period or any Full Amortization Period.

The Series 2013-T2 Notes are subject to optional redemption in accordance with the terms of Section 13.1 of the Base Indenture and are subject to redemption and refinancing pursuant to Section 7 of this Indenture Supplement.

Any payments of principal allocated to the Series 2013-T2 Notes during a Full Amortization Period shall be applied in the following order of priority, first, to the Class A-T2 Term Notes, pro rata, until their Note Balance has been reduced to zero, second, to the Class B-T2 Term Notes, pro rata. until their Note Balance has been reduced to zero, third, to the Class C-T2 Term Notes, pro rata, until their Note Balance has been reduced to zero, fourth, to the Class D-T2 Term Notes, pro rata, until their Note Balance has been reduced to zero, fifth, to the Class E-T2 Term Notes, pro rata, until their Note Balance has been reduced to zero and sixth, to the Class F-T2 Term Notes, pro rata, until their Note Balance has been reduced to zero.

Notwithstanding anything to the contrary in Section 8.1(a)(i) of the Base Indenture, an Event of Default under Section 8. 1(a)(i) shall exist on the Series 2013-T2 Notes only if there is a default (which default continues for a period of two (2) Business Days following written or electronic notice from the Indenture Trustee or the Administrative Agent), in the payment of any principal, Senior Interest Amount or any Fees due and owing on any Payment Date (including without limitation the full aggregate amount of any Target Amortization Amounts due on such Payment Date).

Section 7. Optional Redemptions and Refinancing.

The Series 2013-T2 Notes are subject to optional redemption by the Issuer, in whole but not in part on any Payment Date on or after the earlier of the Payment Date in January 2016 or the Payment Date on which the aggregate Note Balance of the Series 2013-T2 Notes is less than the Redemption Percentage of the aggregate Initial Note Balance thereof. The Series 2013-T2 Notes are subject to optional redemption by the Issuer pursuant to Section 13.1 of the Base Indenture, in whole but not in part with respect to such group of Classes, using the proceeds of the issuance and sale of one or more new Classes of Series 2013-T2 Notes issued pursuant to a supplement to this Indenture Supplement, on any Business Day after the date on which the related Revolving Period ends or on any Business Day within 10 days prior to the end of such Revolving Period upon 10 days’ prior notice to the Noteholders. In anticipation of a redemption of the Series 2013-T2 Notes at the end of their Revolving Period, the Issuer may issue a new Series or one or more Classes of Notes within the 90 day period prior to the end of such Revolving Period and reserve the cash proceeds of the issuance for the sole purpose of paying the principal balance and all accrued and unpaid interest on the Series 2013-T2 Notes to be redeemed, on the last day of their Revolving Period. Any supplement to this Indenture Supplement executed to effect an optional redemption may be entered into without consent of the Holders of any of the Notes pursuant to Section 12(a)(iv) of the Base Indenture. Any Notes issued in replacement for the Series 2013-T2 Notes will have the same rights and privileges as the Class of Series 2013-T2 Note that was refinanced with the related proceeds thereof; provided, such replacement Notes may have different Expected Repayment Dates and Stated Maturity Dates.

Section 8. [RESERVED].

Section 9. Series Reports.

(a) Series Calculation Agent Report. The Calculation Agent shall deliver a report of the following items together with each Calculation Agent Report pursuant to Section 3.1 of the Base Indenture to the extent received from the Servicer, with respect to the Series 2013-T2 Notes:

(i) the Advance Ratio for each Designated Pool, and whether the Advance Ratio for such Designated Pool exceeds 100%;

(ii) the Market Value Ratio for each Designated Pool, and whether the Market Value Ratio for such Designated Pool exceeds 25%;

(iii) a list of each Target Amortization Event for the Series 2013-T2 Notes and presenting a yes or no answer beside each indicating whether each such Target Amortization Event has occurred as of the end of the Monthly Advance Collection Period preceding the upcoming Payment Date or the Advance Collection Period preceding the upcoming Interim Payment Date;

(iv) whether any Receivable, or any portion of the Receivables, attributable to a Designated Pool, has a Collateral Value of zero;

(v) a calculation of the Net Proceeds Coverage Percentage in respect of each of the three preceding Monthly Advance Collection Periods (or each that has occurred since the date of this Indenture Supplement, if less than three), and the arithmetic average of the three;

(vi) the Monthly Reimbursement Rate for the upcoming Payment Date or Interim Payment Date;

(vii) whether any Target Amortization Amount that has become due and payable has been paid;

(viii) the PSA Stressed Non-Recoverable Advance Amount for the upcoming Payment Date or Interim Payment Date; and

(ix) the Trigger Advance Rate for each Class.

(b) Series Payment Date Report. In conjunction with each Payment Date Report, the Indenture Trustee shall also report the Stressed Time Percentage.

(c) Limitation on Indenture Trustee Duties. The Indenture Trustee shall have no independent duty to verify: (i) the occurrence of any of the events described in clause (ii) and (iii) of the definition of “Target Amortization Event,” or (ii) compliance with clause (vi) of the definition of “Facility Eligible Servicing Agreement.”

Section 10. Conditions Precedent Satisfied.

The Issuer hereby represents and warrants to the Noteholders of the Series 2013-T2 Notes and the Indenture Trustee that, as of the related Issuance Date, each of the conditions precedent set forth in the Base Indenture, including but not limited to those conditions precedent set forth in Section 6.10(b) and Article XII thereof and Section 12 hereof, as applicable, have been satisfied.

Section 11. Representations and Warranties.

The Issuer, the Administrator, the Servicer and the Indenture Trustee hereby restate as of the related Issuance Date, or as of such other date as is specifically referenced in the body of such representation and warranty, all of the representations and warranties set forth in Sections 9.1, 10.1 and 11.14, respectively, of the Base Indenture.

Section 12. Amendments.

(a) Notwithstanding any provisions to the contrary in Article XII of the Base Indenture, and in addition to and otherwise subject to the provisions set forth in Sections 12.1 and 12.3 of the Base Indenture, without the consent of the Noteholders of any Notes or any other Person but with the consent of the Issuer (evidenced by its execution of such amendment), the Indenture Trustee, the Administrator, the Servicer, and the Administrative Agent, and with prior notice to the applicable Note Rating Agency, at any time and from time to time, upon delivery of an Issuer Tax Opinion and upon delivery by the Issuer to the Indenture Trustee of an Officer’s Certificate to the effect that the Issuer reasonably believes that such amendment will not have an Adverse Effect, may amend this Indenture Supplement for any of the following purposes: (i) to correct any mistake or typographical error or cure any ambiguity, or to cure, correct or supplement any defective or inconsistent provision herein or any other Transaction Document; (ii) to correct, modify or supplement any provision herein that may be defective or may be inconsistent with any provision in the final Private Placement Memorandum dated January 25, 2013, as it may be amended or supplemented from time to time; (iii) to take any action necessary to maintain the rating currently assigned by the applicable Note Rating Agency and/or to avoid such Class of Notes being placed on negative watch by such Note Rating Agency; or (iv) to amend any other provision of this Indenture Supplement.

(b) Notwithstanding any provisions to the contrary in Section 6.10 or Article XII of the Base Indenture, no supplement, amendment or indenture supplement entered into with respect to the issuance of a new Series of Notes or pursuant to the terms and provisions of Section 12.2 of the Base Indenture may, without the consent of 100% of the Series 2013-T2 Notes, supplement, amend or revise any term or provision of this Indenture Supplement.

Section 13. Counterparts.

This Indenture Supplement may be executed in any number of counterparts, by manual or facsimile signature, each of which so executed shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument.

Section 14. Entire Agreement.

This Indenture Supplement, together with the Base Indenture incorporated herein by reference, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof, and fully supersedes any prior or contemporaneous agreements relating to such subject matter.

Section 15. Limited Recourse.

Notwithstanding any other terms of this Indenture Supplement, the Series 2013-T2 Notes, any other Transaction Documents or otherwise, the obligations of the Issuer under the Series 2013-T2 Notes, this Indenture Supplement and each other Transaction Document to which it is a party are limited recourse obligations of the Issuer, payable solely from the Trust Estate, and following realization of the Trust Estate and application of the proceeds thereof in accordance with the terms of this Indenture Supplement, none of the Noteholders of Series 2013-T2 Notes, the Indenture Trustee or any of the other parties to the Transaction Documents shall be entitled to

take any further steps to recover any sums due but still unpaid hereunder or thereunder, all claims in respect of which shall be extinguished and shall not thereafter revive. No recourse shall be had for the payment of any amount owing in respect of the Series 2013-T2 Notes or this Indenture Supplement or for any action or inaction of the Issuer against any officer, director, employee, shareholder, stockholder or incorporator of the Issuer or any of their successors or assigns for any amounts payable under the Series 2013-T2 Notes or this Indenture Supplement. It is understood that the foregoing provisions of this Section 15 shall not (a) prevent recourse to the Trust Estate for the sums due or to become due under any security, instrument or agreement which is part of the Trust Estate or (b) save as specifically provided therein, constitute a waiver, release or discharge of any indebtedness or obligation evidenced by the Series 2013-T2 Notes or secured by this Indenture Supplement. It is further understood that the foregoing provisions of this Section 15 shall not limit the right of any Person to name the Issuer as a party defendant in any proceeding or in the exercise of any other remedy under the Series 2013-T2 Notes or this Indenture Supplement, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against any such Person or entity.

Section 16. Owner Trustee Limitation of Liability.

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

IN WITNESS WHEREOF, Nationstar Agency Advance Funding Trust, as Issuer, Nationstar Mortgage LLC (as Administrator and as Servicer), The Bank of New York Mellon, as Indenture Trustee, Calculation Agent, Paying Agent and Securities Intermediary, and Barclays Bank PLC, as Administrative Agent, have caused this Indenture Supplement relating to the Series 2013-T2 Notes, to be duly executed by their respective officers thereunto duly authorized and their respective signatures duly attested all as of the day and year first above written.


NATIONSTAR AGENCY ADVANCE FUNDING TRUST, as Issuer By: Wilmington Trust, National Association, not in its individual capacity but solely as Owner Trustee				THE BANK OF NEW YORK MELLON, as Indenture Trustee, Calculation Agent, Paying Agent and Securities Intermediary and not in its individual capacity

By: /s/ Xxxxxxxxxxx X. Xxxxxxx Name: Xxxxxxxxxxx X. Xxxxxxx Title: Banking Offier				By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President

NATIONSTAR MORTGAGE LLC, as Administrator and as Servicer				BARCLAYS BANK PLC, as Administrative Agent

By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Executive Vice President				By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director

[Signature Page to Indenture Supplement – Nationstar Series 2013-T2 Notes]

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NATIONSTAR AGENCY ADVANCE FUNDING TRUST, as Issuer and THE BANK OF NEW YORK MELLON, as Indenture Trustee, Calculation Agent, Paying Agent and Securities Intermediary and NATIONSTAR MORTGAGE LLC, as Administrator and as Servicer and BARCLAYS BANK PLC,...

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