Contract

EX-10.18 3 a2016-q4xexhibit1018.htm EXHIBIT 10.18 EXHIBIT 10.18 AMENDMENT NUMBER ELEVEN to the MORTGAGE LOAN PARTICIPATION PURCHASE AND SALE AGREEMENT dated as of March 25, 2011 between BARCLAYS BANK PLC and NATIONSTAR MORTGAGE LLC This AMENDMENT NUMBER ELEVEN (this “Amendment”) is made as of this 31st day of October, 2016, by and between Barclays Bank PLC (“Purchaser” and “Agent”) and Nationstar Mortgage LLC (“Seller”), to that certain Mortgage Loan Participation Purchase and Sale Agreement, dated as of March 25, 2011 (as amended by that certain (i) Amendment and Waiver, dated as of February 17, 2012, (ii) Amendment Number One to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of February 29, 2012, (iii) Amendment Number Two to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of August 28, 2012, (iv) Amendment Number Three to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of December 24, 2012, (v) Amendment Number Four to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of July 18, 2013, (vi) Amendment Number Five to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of July 24, 2013, (vii) Amendment Number Six to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of September 20, 2013, (viii) Amendment Number Seven to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of August 21, 2014, (ix) Amendment Number Eight to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of October 20, 2014, (x) Amendment Number Nine to the Mortgage Loan Participation and Sale Agreement, dated as of October 19, 2015, and (xi) Amendment Number Ten to the Mortgage Loan Participation and Sale Agreement, dated as of October 17, 2016, each by and between Purchaser and Seller, and as further amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”), by and between Purchaser and Seller. WHEREAS, Purchaser, Agent and Seller have agreed to amend the Purchase Agreement as more particularly 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. Effective as of the Effective Date, the Purchase Agreement is hereby amended as follows: (a)    Section 1 of the Purchase Agreement is hereby amended by deleting the defined term “Maturity Date” in its entirety and replacing it with the following: “Maturity Date” means October 30, 2017. (b)    Section 1 of the Purchase Agreement is hereby amended by inserting the following defined terms in their appropriate alphabetical order: “Bail-In Action” means the exercise by the Bank of England (or any successor resolution authority) of any write-down or conversion power existing from time to time (including, without limitation, any power to amend or alter the maturity of eligible liabilities of an institution under resolution or amend the amount of interest payable under such eligible liabilities or the date on which interest becomes payable, including by suspending payment for a temporary period and - 1 - together with any power to terminate and value transactions) under, and exercised in compliance with, any laws, regulations, rules or requirements in effect in the United Kingdom relating to the transposition of the European Banking Recovery and Resolution Directive as amended from time to time, including but not limited to, the Banking Xxx 0000 as amended from time to time, and the instruments, rules and standards created thereunder, pursuant to which our obligations (or those of our affiliates) can be reduced (including to zero), cancelled or converted into shares, other securities, or other obligations of ours or any other person. “Loan and Security Agreement” means that certain Loan and Security Agreement, dated as of June 20, 2014, between Nationstar Mortgage LLC, as borrower, and Barclays, as lender, as the same may be amended, modified or supplemented from time to time. “Outstanding Aggregate Loan Amount” shall have the meaning assigned to such term in the Loan and Security Agreement. (c)    The Purchase Agreement is hereby amended by adding the following as a new Section 27 in its proper numerical sequence: Section 27.    Contractual Recognition of Bail-in. Seller acknowledges and agrees that notwithstanding any other term of this Purchase Agreement or any other agreement, arrangement or understanding with Purchaser, any of Purchaser’s liabilities, as the Bank of England (or any successor resolution authority) may determine, arising under or in connection with this Purchase Agreement may be subject to Bail-In Action and Seller accepts to be bound by the effect of: (a)    Any Bail-In Action in relation to such liability, including (without limitations): (i)    a reduction, in full or in part, of any amount due in respect of any such liability; (ii)    a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, Seller; and (iii)     a cancellation of any such liability; and (b)    a variation of any term of this Repurchase Agreement to the extent necessary to give effect to Bail-In Action in relation to any such liability. SECTION 2.Fees and Expenses. Seller agrees to pay to Purchaser all fees and out of pocket expenses incurred by Purchaser and Agent in connection with this Amendment, including all reasonable fees and out of pocket costs and expenses of the legal counsel to Purchaser and Agent incurred in connection with this Amendment, in accordance with Section 21 of the Purchase Agreement. SECTION 3.Defined Terms. Any terms capitalized but not otherwise defined herein should have the respective meanings set forth in the Purchase Agreement. SECTION 4.Conditions to Effectiveness of this Amendment. This Amendment shall become effective on the day (the “Effective Date”) when Seller shall have paid or delivered, as applicable, to Purchaser all of the following fees, expenses, documents and instruments, each of which shall be in form and substance acceptable to Purchaser: - 2 - (a)    all accrued and unpaid fees and expenses owed to Purchaser in accordance with the Facility Documents, in each case, in immediately available funds, and without deduction, set-off or counterclaim; (b)    a copy of this Amendment duly executed by each of the parties hereto; (c)    a (i) copy of the Amendment Number Two to the Second Amended and Restated Pricing Side Letter to the Master Repurchase Agreement, dated as of the date hereof (the “Amendment No. 2”), (ii) the Amendment Number Three to the Second Amended and Restated Master Repurchase Agreement, dated as of the date hereof, (iii) the Amendment Number Eight to the Pricing Side Letter to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of the date hereof, (iv) the Amendment Number Three to the Pricing Side Letter to the Loan and Security Agreement, dated as of the date hereof, (v) the Amendment Number Six to the Loan and Security Agreement, dated as of the date hereof, and (vi) the Second Amended and Restated Acknowledgment Agreement, dated as of the date hereof, in each case duly executed by each of the parties thereto; (d)    the first installment of the Renewal Fee (as defined in the Amendment No. 2); and (e)    any other documents reasonably requested by Purchaser on or prior to the date hereof. SECTION 0.Xxxxxxx Effect. Except as amended hereby, the Purchase Agreement shall continue in full force and effect in accordance with its terms. Reference to this Amendment need not be made in the Purchase 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 Purchase Agreement, any reference in any of such items to the Purchase Agreement being sufficient to refer to the Purchase Agreement as amended hereby. SECTION 6.Representations. In order to induce Purchaser and Agent to execute and deliver this Amendment, Seller hereby represents to Purchaser and Agent that as of the date hereof, (i) Seller is in full compliance with all of the terms and conditions of the Program Documents and remains bound by the terms thereof, (ii) no default or event of default has occurred and is continuing under the Program Documents, and (iii) no Servicing Termination Event has occurred and is continuing under the Purchase Agreement. SECTION 7.Governing Law. This Amendment and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by the laws of the State of New York, without regard to principles of conflicts of laws (other than Sections 5-1401 and 5‑1402 of the New York General Obligations Law which shall be applicable). SECTION 8.Counterparts. For the purpose of facilitating the execution of this Amendment, and for other purposes, this Amendment may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original, and all such counterparts shall constitute one and the same instrument. The parties intend that faxed signatures and electronically imaged signatures such as .pdf files shall constitute original signatures and are binding on all parties. The original documents shall be promptly delivered, if requested. [REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK] - 3 - IN WITNESS WHEREOF, Purchaser, Agent and Seller have caused their names to be duly signed to this Amendment by their respective officers thereunto duly authorized, all as of the date first above written. BARCLAYS BANK PLC, as Purchaser and Agent By: /s/ Xxxxxx O’Doherty__________________ Name: Xxxxxx X’Xxxxxxx Title: Managing Director NATIONSTAR MORTGAGE LLC, as Seller By: /s/ Xxxxxxx Neufeld___________________ Name: Xxxxxxx Xxxxxxx Title: Senior Vice President and Treasurer IN WITNESS WHEREOF, Purchaser, Agent and Seller have caused their names to be duly signed to this Amendment by their respective officers thereunto duly authorized, all as of the date first above written. BARCLAYS BANK PLC, as Purchaser and Agent By: /s/ Xxxxxx O’Doherty__________________ Name: Xxxxxx X’Xxxxxxx Title: Managing Director NATIONSTAR MORTGAGE LLC, as Seller By: /s/ Xxxxxxx Neufeld___________________ Name: Xxxxxxx Xxxxxxx Title: Senior Vice President and Treasurer - 4 -