exv10w32






Exhibit 10.32









CONFIDENTIAL TREATMENT REQUESTED


October 21, 2010




Nationstar Mortgage LLC

350 Highland Drive

Lewisville, Texas 75067

Attn: Mr. Greg Oniu

Email: Greg.Oniu@nationstarmail.com




Re: Amended and Restated Transactions Terms Letter for Master Repurchase Agreement



Ladies and Gentlemen:



This Amended and Restated Transactions Terms Letter (this “Transactions Terms Letter”) is made and
entered into, as of the date set forth above, by and between Bank of America, N.A. (“Buyer”) and
Nationstar Mortgage LLC (“Seller”). Buyer and Seller entered into that certain Transactions Terms
Letter, dated as of February 24, 2010 (as amended, supplemented or otherwise modified from time to
time, the “Original Transactions Terms Letter”). Buyer and Seller desire to amend the Original
Transactions Terms Letter in its entirety by amending and restating it subject to the terms and
conditions of this Transactions Terms Letter.



This Transactions Terms Letter supplements the Amended and Restated Master Repurchase Agreement,
dated as of the date hereof by and between Buyer and Seller (the “Agreement”). In the event there
exists any inconsistency between the Agreement and this Transactions Terms Letter, the latter shall
be controlling notwithstanding anything contained in the Agreement to the contrary. All
capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to
such terms in the Agreement.




	 	 	 

	Effective Date:

	 	October 23, 2010
	 
	 	 
	Expiration Date:

	 	Expiring on October 21, 2011.
	 
	 	 
	Aggregate Transaction Limit:

	 	$75,000,000, consisting of the sum of the
Committed Amount and the Uncommitted Amount;
which amount may be increased from time to
time at Buyer’s sole discretion as provided
in the definition of Uncommitted Amount.
	 
	 	 
	Committed Amount:

	 	$50,000,000. 
	 
	 	 
	Uncommitted Amount:

	 	$25,000,000 or such greater amount agreed to
by Buyer in its sole discretion from time to
time.
	 
	 	 
	Financial Covenants:

	 	Seller shall satisfy and maintain the
following financial covenants at all times
during the term of the Agreement (unless
expressly stated otherwise below):






 









 






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October 21, 2010

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	 	(a)	 	Minimum Tangible
Net Worth: $150,000,000.
	 
	 	(b)	 	Minimum
Liquidity: Liquidity of at least $20,000,000 as of the
end of each calendar month.
	 
	 	(c)	 	Maximum ratio of
Total Liabilities and Warehouse Credit to Tangible Net
Worth: 9:1.
	 
	 	(d)	 	Operating Income:
Seller shall show positive pre-tax Operating Income, on
a rolling six-month basis.
	 
	 	(e)	 	Definitions:
	 
	 	 	 	“Liquidity” shall mean, as of any date of determination,
the sum of (i) Seller’s cash, (ii) Seller’s Cash
Equivalents and (iii) the aggregate amount of unused
committed capacity available to Seller (taking into
account applicable haircuts) under mortgage loan
warehouse and servicer advance facilities (other than
the repurchase facility provided under the Agreement)
for which Seller has unencumbered eligible collateral to
pledge thereunder.
	 
	 	 	 	“Operating Income” shall mean, for any period, the
operating income of Seller for such period as determined
in accordance with GAAP; provided, that the following
shall be excluded from this calculation: (i) gains or
losses incurred by Seller under that certain interest
rate swap in effect as of the Closing Date in connection
with the NSTR 2009-ADV1 servicing advance
securitization; provided, that losses in excess of an
aggregate amount of $20,000,000 shall be included in
this calculation; (ii) for any month relevant to this
calculation through December 2010, expenses of up to a
maximum of $1,500,000 (not to exceed a maximum aggregate
amount equal to $9,000,000), which directly relate to
the creation of increased servicing capacity for the
purpose of accommodating Fannie Mae servicing transfers
in the fourth quarter of 2010; and (iii) charges of up
to a maximum aggregate amount of $15,000,000 which
directly relate to Seller’s stock-based management
equity plan.
	 
	 	 	 	“Tangible Net Worth” shall mean, as of any date of
determination, (i) the net worth of Seller and its
consolidated Subsidiaries, on a combined basis,
determined in accordance with GAAP, minus (ii) all
intangibles determined in accordance with GAAP
(including, without limitation, goodwill, capitalized
financing costs and capitalized administration costs but
excluding originated and purchased mortgage servicing
rights or retained residual securities) and any and all
advances to, investments in and receivables held from
Affiliates; provided, however, that the non-cash effect
(gain or loss) of any mark-to-market adjustments made
directly to
stockholders’ equity




 









 






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October 21, 2010

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	 	 	 	for fluctuation of the value of
financial instruments as mandated under the Statement of
Financial Accounting Standards No. 133 (or any successor
statement) shall be excluded from the calculation of
Tangible Net Worth.
	 
	 	 	 	“Total Liabilities” shall mean, as of any date of
determination, the sum of (a) the total liabilities of
Seller on any given date of determination, to be
determined in accordance with GAAP consistent with those
applied in the preparation of Seller’s financial
statements, plus (b) to the extent not already included
under GAAP, the total aggregate outstanding amount owed
by Seller under any repurchase, refinance or other
similar credit arrangements, plus (c) to the extent not
already included under GAAP, any “off balance sheet”
repurchase, refinance or other similar credit
arrangements, less (d) the amount of any nonspecific
consolidated balance sheet reserves maintained in
accordance with GAAP and less the amount of any
non-recourse debt, including any securitization debt.
	 
	 	 	 	“Warehouse Credit” shall mean, as of any date of
determination, the aggregate principal balance of
Seller’s Debt under warehouse lines, repurchase
facilities or other off balance sheet financings then
outstanding as of such date of determination.





	 	 	 

	Other Covenants:

	 	Seller shall maintain the following other covenants:







	 	(a)	 	Commitment
Basis. Seller shall lock all loans on a best effort
commitment basis or a loan level mandatory commitment
basis prior to entering into a Transaction for such
mortgage loan. In the event that Seller shall have
entered into a Purchase Commitment on or prior to the
Purchase Date in respect of Eligible Mortgage Loans,
Seller shall deliver a true and complete copy of such
Purchase Commitment to Buyer on the related Purchase
Date for such Eligible Mortgage Loans. For any
Transaction in which the underlying Purchased Mortgage
Loans are not subject to a Purchase Commitment on the
related Purchase Date, Seller shall promptly deliver to
Buyer a true and complete copy of any Purchase
Commitment executed after such Purchase Date.
	 
	 	(b)	 	Additional
Mortgage Financing Facilities. Notwithstanding
anything to the contrary in Section 10.1 of the
Agreement, Seller shall not, without prior written
notification to Buyer,
	 
	 	(c)	 	enter into any
mortgage financing facility (including, without
limitation, any warehouse, repurchase, purchase or
off-balance sheet facility).
	 
	 	(d)	 	
Cross-collateralization. Seller’s payment and
performance of its obligations under the Agreement shall
be cross-




 









 






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Page 4




	 	 	 	collateralized with any and all deposits of
money or property or any other indebtedness at any time
held or owing to Buyer or any of its Affiliates to or
for the credit of the account of Seller and its
Affiliates under any agreement(s) between Seller and/or
its Affiliates, on the one hand, and Buyer and/or its
Affiliates, on the other hand, irrespective of whether
or not Buyer and/or its Affiliates shall have made any
demand thereunder and whether or not said obligations
shall have matured.
	 
	 	(e)	 	Payment of
Dividends. If a Potential Default or an Event of
Default has occurred and is occurring or will occur as a
result of such payments, Seller shall not pay any
dividends or distributions with respect to any capital
stock or other equity interests in Seller, whether now
or hereafter outstanding, or make any other distribution
in respect thereof, either directly or indirectly,
whether in cash or property or in obligations of Seller.





	 	 	 

	Facility Fee:

	 	An amount equal to the product of (i) [***] and (ii)
the Committed Amount. The Facility Fee shall be
deemed due, earned and payable in full on the
Effective Date, in accordance with Section 5.1 of
the Agreement. Upon early termination of the
Agreement by Seller, no portion of the Facility Fee
shall be refunded. The fee is payable based on
Committed Amount only and will be prorated in the
event of increases in the Committed Amount.
	 
	 	 
	Unused Facility Fees:

	 	At the end of each calendar month and on the
Expiration Date, Buyer shall determine the average
Facility utilization during the preceding
Calculation Period by Seller by dividing (a) the sum
of the Aggregate Outstanding Purchase Price on each
day during such Calculation Period, by (b) the
number of days in such Calculation Period (the
result of such calculation, the “Used Amount”). If
the Used Amount for any such Calculation Period is
less than 50% of the Committed Amount, Seller shall
pay Buyer an Unused Facility Fee for such
Calculation Period equal to the product of (i) [***]
(ii) the positive difference between (x) the
Committed Amount and (y) the Used Amount, and (iii)
the actual days (including the first day but
excluding the last day) occurring in the Calculation
Period divided by 360. The Unused Facility Fee shall
be payable in accordance with Section 5.1 of the
Agreement.
	 
	 	 
	Transaction Request
Deadline:

	 	4:00 p.m. (New York City time).
	 
	 	 
	Deadline for
Daily Receipt
Of Purchase
Advices by Buyer:

	 	4:00 p.m. (New York City time).





 


	***		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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October 21, 2010

Page 5




	 	 	 

	Minimum Over/Under
Account Balance:

	 	$-0- 
	 
	 	 
	Eligible
Mortgage Loans:

	 	A Mortgage Loan shall be an Eligible
Mortgage Loan only if (i) it is a first
lien, fixed or adjustable rate Mortgage Loan
on a single family residential property that
is either (x) an Agency Eligible Mortgage
Loan that is also (1) a Conventional
Conforming Mortgage Loan or (2) a Jumbo
Mortgage Loan, (y) a Government Mortgage
Loan, or (z) a Jumbo Mortgage Loan that is
not an Agency Eligible Mortgage Loan, (ii)
it was originated in compliance with, and
remains in compliance with, or was otherwise
acquired in compliance with the Agency
Guidelines (unless it is a Jumbo Mortgage
Loan that is not an Agency Eligible Mortgage
Loan) and the Buyer’s Correspondent
Guidelines, as applicable, and (iii) it
meets each of the following criteria:







	 	(a)	 	each of the
applicable representations and warranties in Section
8.1(r) and 8.1(v) and Exhibit L of the Agreement
are true and correct;
	 
	 	(b)	 	the Purchase Date
for such Mortgage Loan is not more than thirty (30) days
past the origination date for such Mortgage Loan;
	 
	 	(c)	 	such Mortgage
Loan is not thirty (30) or more days contractually
delinquent (as determined by using the MBA method of
delinquency) nor has it been thirty (30) or more days
contractually delinquent since the origination date for
such Mortgage Loan;
	 
	 	(d)	 	such Mortgage
Loan is not subject to a Transaction for longer than the
Maximum Dwell Time;
	 
	 	(e)	 	if such Mortgage
Loan is a Wet Mortgage Loan, the Purchase Price of such
Mortgage Loan when added to the Aggregate Outstanding
Purchase Price of all Purchased Mortgage Loans that are
Wet Mortgage Loans, shall not exceed 30% of the
Aggregate Transaction Limit;
	 
	 	(f)	 	if such Mortgage
Loan is a Noncompliant Asset (per clause (a) of the
definition thereof), the Purchase Price of such Mortgage
Loan when added to the Aggregate Outstanding Purchase
Price of all other Purchased Mortgage Loans that are
Noncompliant Assets (per clause (a) of the definition
thereof), shall not exceed 10% of the Aggregate
Transaction Limit;
	 
	 	(g)	 	no rescission
notice and/or notice of right to cancel shall have been
improperly delivered to the Mortgagor, and the related
rescission period related shall have expired;




 









 






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	 	(h)	 	such Mortgage
Loan was originated with full documentation;
	 
	 	(i)	 	such Mortgage
Loan must have an unpaid principal balance of at least
$50,000;
	 
	 	(j)	 	such Mortgage
Loan is not secured by Mortgaged Property located in the
Commonwealth of Puerto Rico;
	 
	 	(k)	 	such Mortgage
Loan shall neither be a HELOC Mortgage Loan nor a
reverse mortgage loan;
	 
	 	(l)	 	such Mortgage
Loan’s FICO Score is not less than 620 (except as
otherwise permitted in clause (m) below);
	 
	 	(m)	 	if such Mortgage
Loan is a Government Loan with a FICO Score between 550
and 619 at the time of origination, the Purchase Price
of such Mortgage Loan when added to the Aggregate
Outstanding Purchase Price of all other Purchased
Mortgage Loans that are Government Loans with a FICO
Score between 550 and 619 at the time of origination
shall not exceed 4% of the Aggregate Transaction Limit;
	 
	 	(n)	 	such Mortgage
Loan is not a cash-out refinance loan in respect of
Mortgaged Property located in the state of Texas;
	 
	 	(o)	 	such Mortgage
Loan has not been previously rejected for purchase by
any investor;
	 
	 	(p)	 	such Mortgage
Loan has not been repurchased by Seller from any Person
to whom such Mortgage Loan was previously sold
(including transfers in connection with
securitizations);
	 
	 	(q)	 	the Mortgagor in
respect of such Mortgage Loan is not a partnership,
corporation or other non-natural person (other than an
inter-vivos trust which conforms to the Agency Guides);
	 
	 	(r)	 	if such Mortgage
Loan is a Jumbo Mortgage Loan, the original principal
balance of such Mortgage Loan was not greater than
$1,500,000;
	 
	 	(s)	 	if such Mortgage
Loan is a Jumbo Mortgage Loan that is not an Agency
Eligible Mortgage Loan, the Purchase Price of such
Mortgage Loan when added to the Aggregate Outstanding
Purchase Price of all other Purchased Mortgage Loans
that are Jumbo Mortgage Loans that are not Agency
Eligible Mortgage Loans, shall not exceed 30% of the
Aggregate Transaction Limit; and




 









 






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	 	(t)	 	if such Mortgage
Loan is a Jumbo Mortgage Loan, (i) such Mortgage Loan
must be subject to a valid and binding Purchase
Commitment with an Approved Investor, and (ii) the
related Purchase Commitment must be validly and
effectively assigned to Buyer.





	 	 	 

	Eligible Certified Mortgage Loan:

	 	A Certified Mortgage Loan shall be an Eligible Certified Mortgage
Loan only if it meets each of the following criteria:







	 	(a)	 	such Mortgage
Loan is an Eligible Mortgage Loan;
	 
	 	(b)	 	Custodian has
delivered to Buyer a Certified Mortgage Loan Trust
Receipt with respect to such Mortgage Loan;
	 
	 	(c)	 	if such Mortgage
Loan is a Pooled Mortgage Loan, within two (2) Business
Days of the related Pooling Date, Seller shall have
delivered to Buyer a duly executed Trade Assignment
together with a true and complete copy of the Purchase
Commitment with respect to the related Mortgage-Backed
Security; and
	 
	 	(d)	 	the Takeout Price
set forth in the related Purchase Commitment for the
related Mortgage-Backed Security or the Portfolio
Mortgage Loans, as applicable, is for an amount that is
not less than the outstanding Repurchase Price for the
Pool or such Portfolio Mortgage Loans, resepectively.





	 	 	 

	Eligible Security:

	 	A Mortgage-Backed Security shall be an Eligible Security only if it meets each
of the following criteria:







	 	(a)	 	each of the
applicable representations and warranties set forth on
Exhibit L of the Agreement are true and correct;
	 
	 	(b)	 	it is issued on
the Settlement Date in Strict Compliance with the
applicable Agency Guidelines;
	 
	 	(c)	 	a CUSIP has been
issued and provided to Buyer in compliance with
Section 7.2(c) of the Agreement;
	 
	 	(d)	 	it is backed
solely by Eligible Certified Mortgage Loans that (x) are
(i) Agency Eligible Mortgage Loans that are also
Conventional Conforming Mortgage Loans or (ii)
Government Mortgage Loans, and (y) were subject to
Transactions immediately prior to the issuance of such
Mortgage-Backed Security;
	 
	 	(e)	 	it is delivered
in a manner sufficient to cause Buyer to have a
perfected, first priority security interest in, and to
be the




 









 






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	 	 	 	“entitlement holder” (as defined in Section
8-102(a)(7) of the Uniform Commercial Code of, such
Mortgage-Backed Security; and
	 
	 	(f)	 	the related Trade
Assignment is enforceable and in effect.





	 	 	 

	Type Purchase Price Percentage:

	 	With respect to each Eligible Asset, the
percentages set forth on Schedule 1 under
the heading “Type Purchase Price
Percentage”.
	 
	 	 
	Type Sublimit:

	 	With respect to each Eligible Asset, the
percentages set forth on Schedule 1 under
the heading “Type Sublmit”.
	 
	 	 
	Type Margin:

	 	With respect to each Eligible Asset, the
percentages set forth on Schedule 1 under
the heading “Type Margin”.
	 
	 	 
	Reporting Requirements:

	 	Financial Reports &
Officer’s Certificate:  Seller shall deliver to Buyer, as soon as
possible but in no event more than
forty-five (45) days after the end of each
calendar month, financial statements of
Seller, including statements of income and
changes in shareholders’ equity (or its
equivalent) for such month and the related
balance sheet as at the end of such
period, all in reasonable detail
acceptable to Buyer and certified by the
chief financial officer of Seller,
subject, however, to year-end audit
adjustments. Together with such financial
statements, Seller shall deliver an
officer’s certificate substantially in a
form to be provided by Buyer, which shall
include funding and production volume
reports for the previous month and
evidence of compliance with all financial
covenants.
	 
	 	 
	 

	 	Annual Reports: Seller shall deliver to Buyer, as
soon as possible but in no event more than ninety (90) days
after the end of each fiscal year of Seller, audited
financial statements of Seller, including statements of
income and changes in shareholders’ equity for such fiscal
year and the related balance sheet as at the end of such
fiscal year, all in reasonable detail acceptable to Buyer and
certified by the chief financial officer of Seller stating,
at a minimum, that the financial statements fairly
present the financial condition and results of operations of
Seller as of the end of, and for, such year.
	 
	 	 
	 

	 	Government Insuring Reports: Seller shall provide
Buyer, as soon as possible but in no event more than thirty
(30) days after the end of each quarter, or as requested by
Buyer, the following government insuring reports (including
15 month history):







	 	(a)	 	Loans Originated
 — Current Defaults and Claims Reported — United States
(from FHA Connection):






	 	§	 	 Output option: all loans
	 
	 	§	 	Performance period: current period






 









 






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	 	§	 	All insured single family loans with a beginning
amortization within the last two years






	 	(b)	 	HUD
Pipeline/Uninsured Query:






	 	§	 	Date range: use default
	 
	 	§	 	Sort by: originating ID in ascending order






	 	(c)	 	Late Endorsement
Query:






	 	§	 	Loan status: Active, claimed
	 
	 	§	 	Date range: last two year period






	 	 	 	Sort by: # days closing to Endr pkg Rcvd in descending
order





	 	 	 

	 

	 	Hedging Report: Seller shall deliver to Buyer each
Monday a loan and rate lock position report and hedge report
containing product level pricing and interest rate
sensitivity analysis (shocks) or as requested by Buyer (data
elements to be agreed upon).
	 
	 	 
	 

	 	Monthly Collateral Tape: Seller shall deliver within
five (5) days after the end of each month, a collateral tape
including the data fields (to be determined) representing the
Eligible Mortgage Loans subject to Transactions under the
Agreement as of the end of such month, acceptable to the
Buyer in its sole discretion.
	 
	 	 
	 

	 	If requested by Buyer, Seller shall promptly provide to Buyer
(i) in a form reasonably acceptable to Buyer, a detailed
aging report of all outstanding mortgage loans that are
subject to warehouse/ purchase/ repurchase facilities entered
into by Seller, and detail of all uninsured government loans,
and (ii) any additional information as reasonably requested.
	 
	 	 
	Key Personnel:

	 	Individuals that directly report to Executive Management.
	 
	 	 
	Buyer’s Guidelines,
Policies and Procedures:

	 	The terms and conditions of this Transactions Terms Letter and the Agreement shall be subject to
Buyer’s guidelines, policies and procedures, as may be changed from time to time. Buyer may
communicate changes to its guidelines, policies and procedures to Seller via Buyer’s website, email or
in writing.






	 	 	 

	Governing Law:

	 	This Transactions Terms Letter 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).






[signature page follows]





 









 







Please acknowledge your agreement to the terms and conditions of this Transactions Terms Letter by
signing in the appropriate space below and returning a copy of the same to the undersigned.
Facsimile signatures shall be deemed valid and binding to the same extent as the original. Buyer
shall have no obligation to honor the terms and conditions of this Transactions Terms Letter if
Seller fails to fully execute and return this document to Buyer within thirty (30) days after the
date of issuance.




	 	 	 	 	 	 	 	 	 

	Sincerely,	 	 	 	Agreed to and Accepted by:
	 
	 	 	 	 	 	 	 	 
	Bank of America, N.A.	 	 	 	Nationstar Mortgage LLC
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Craig Weakley
	 	 	 	By:
	 	/s/ Gregory Oniu
	 

	 	 

	 	 
	 	 	 	 


	Name:

	 	Craig Weakley
	 	 	 	Name: Gregory Oniu

	Title:

	 	Managing Director
	 	 	 	Title: Senior Vice President







Amended and Restated Transactions Terms Letter — BANA/Nationstar







 









 









SCHEDULE 1




ELIGIBLE ASSETS



	 	 	 	 	 	 	 	 	 
	 	 	Type	 	 	 	Type Purchase Price	 	Maximum
	 	 	Sublimit*	 	Type Margin	 	Percentage	 	Dwell Time**
	Type A:
	 	 	 	 	 	 	 	 
	Agency Eligible Mortgage Loans
that are also Conventional
Conforming Mortgage Loans
(1st mortgages
only), including Jumbo
Mortgage Loans that are Agency
Eligible Mortgage Loans

	 	[***]
	 	[***]
	 	[***]
	 	45 calendar days
	 
	 	 	 	 	 	 	 	 
	Type B:
	 	 	 	 	 	 	 	 
	Government Mortgage Loans

(1st mortgages only)

	 	[***]
	 	[***]
	 	[***]
	 	45 calendar days
	 
	 	 	 	 	 	 	 	 
	Type C:
	 	 	 	 	 	 	 	 
	Jumbo Mortgage Loans that are
not Agency Eligible Mortgage
Loans
(1st mortgages only)

	 	[***]
	 	[***]
	 	[***]
	 	45 calendar days
	 
	 	 	 	 	 	 	 	 
	Type D:
	 	 	 	 	 	 	 	 
	Government Mortgage Loans
(1st Mortgages
only) for which the related
Mortgagor’s FICO score at the
time of origination was
between 550 and 619

	 	[***]
	 	[***]
	 	[***]
	 	45 calendar days
	 
	 	 	 	 	 	 	 	 
	Noncompliant Assets (per
clause (a) of the definition thereof) that are Type A, Type
B or Type C Mortgage Loans

	 	[***]
	 	[***]
	 	[***]
	 	15 calendar days
from the date on
which the Mortgage Loan became a
Noncompliant Asset
	 	 	[***]
	 	[***]
	 
	 
	 	 	 	 	 	 	 	 
	Wet Mortgage Loans  — Type A,
Type B, Type C and Type D
Mortgage Loans (all Transactions are funded to the
closing table with closing
agents approved by Buyer)

	 	[***]
	 	[***]
	 	[***]	 	7 Business Days
from origination
	 	 	 	[***]
	 
	 	 	[***]	 	[***]	 
	 
	 	 	 	 	 	 	 	 
	Eligible Certified Mortgage
Loans that are Portfolio
Mortgage Loans  — Type A and
Type B Mortgage Loans

	 	[***]
	 	[***]
	 	[***]
	 	60 calendar days
from the date on
which the Mortgage
Loan first became
subject to a
Transaction whether
or not it was an
Eligible Certified
Mortgage Loan at
the time
	 
	 	 	 	 	 	 	 	 
	Eligible Certified Mortgage
Loans that are Pooled Mortgage
Loans  — Type A, Type B and
Type D Mortgage Loans

	 	[***]
	 	[***]
	 	[***]
	 	60 calendar days
from the date on
which the Mortgage
Loan first became
subject to a
Transaction whether
or not it was an
Eligible Certified
Mortgage Loan at
the time
	 
	 	 	 	 	 	 	 	 
	Fannie Mae,
Freddie Mac or
Ginnie Mae Mortgage-Backed
Securities

	 	[***]
	 	[***]
	 	[***]
	 	10 calendar days
from the date of
issuance of
security to Buyer








 




			
	*	 	Unless otherwise specified, all Type Sublimits are calculated as a percentage of the
Aggregate Transaction Limit (as the same may be increased or decreased pursuant to the terms of the
Agreement).
	 
	**	 	All Maximum Dwell Times are calculated without regard to whether the time that such
Purchased Asset is subject to the Facility is consecutive.
	 
	***	 	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.