exv10w29






Exhibit 10.29




EXCESS SPREAD REFINANCED LOAN REPLACEMENT AGREEMENT




by and between



NATIONSTAR MORTGAGE LLC

(Seller)



and



NIC MSR I LLC

(Purchaser)



Dated and effective as of December 8, 2011








 









 








Table of Contents




	 	 	 	 	 

	ARTICLE I DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES
	 	 	1	 
	Section 1.01 Definitions
	 	 	1	 
	Section 1.02 General Interpretive Principles
	 	 	3	 
	 
	 	 	 	 
	ARTICLE II REPLACEMENT OF MORTGAGE LOANS
	 	 	4	 
	Section 2.01 Refinancing and Substitution of Mortgage Loans
	 	 	4	 
	Section 2.02 Criteria for Replacement Mortgage Loans
	 	 	4	 
	Section 2.03 Refinancing Incentives
	 	 	6	 
	Section 2.04 Procedures for Replacement Mortgage Loans
	 	 	7	 
	Section 2.05 Assignment of Replacement Mortgage Loan Excess Servicing Spread
	 	 	8	 
	Section 2.06 Base Servicing Fees with respect to Replacement Mortgage Loans
	 	 	9	 
	Section 2.07 Intent and Characterization
	 	 	9	 
	 
	 	 	 	 
	ARTICLE III REPRESENTATIONS AND WARRANTIES
	 	 	10	 
	Section 3.01 Representations, Warranties and Covenants of Seller
	 	 	10	 
	Section 3.02 Representations, Warranties and Covenants of Purchaser
	 	 	11	 
	 
	 	 	 	 
	ARTICLE IV MISCELLANEOUS
	 	 	11	 
	Section 4.01 Costs and Expenses
	 	 	11	 
	Section 4.02 Confidentiality
	 	 	11	 
	Section 4.03 Survival of Representations and Warranties
	 	 	12	 
	Section 4.04 Notices
	 	 	12	 
	Section 4.05 Waivers
	 	 	12	 
	Section 4.06 Entire Agreement; Amendment
	 	 	12	 
	Section 4.07 Binding Effect
	 	 	12	 
	Section 4.08 Headings
	 	 	13	 
	Section 4.09 Applicable Law
	 	 	13	 
	Section 4.10 Incorporation of Exhibits
	 	 	13	 
	Section 4.11 Counterparts
	 	 	13	 
	Section 4.12 Severability of Provisions
	 	 	13	 
	Section 4.13 Assignment
	 	 	13	 
	Section 4.14 Third Party Beneficiaries
	 	 	13	 






EXHIBITS




Exhibit A — Form of Assignment Agreement

Exhibit B — Example of calculations of Maximum Retained Refinancing Loan Amounts

Annex A









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EXCESS SPREAD REFINANCED LOAN REPLACEMENT AGREEMENT




     This EXCESS SPREAD REFINANCED LOAN REPLACEMENT AGREEMENT (as amended, restated, or otherwise
modified and in effect from time to time, this “Agreement”), dated as of December 8, 2011, is by
and between NIC MSR I 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”).



W I T N E S S E T H:




     WHEREAS, Seller and Purchaser have entered into the Excess Servicing Spread Sale and
Assignment Agreement, dated as of the date hereof (as amended, restated, or otherwise modified and
in effect, the “Excess Servicing Spread Sale and Assignment Agreement”), pursuant to which
Purchaser will purchase and assume all right, title and interest in the excess servicing spread
with respect to a portfolio of residential mortgage loans;



     WHEREAS, Seller desires to retain the right to refinance the residential mortgage loans in the
portfolio, and Purchaser is willing to grant such right, as long as the newly-originated
residential mortgage loans or replacement residential mortgage loans are included in the portfolio
in replacement of the refinanced residential mortgage loans as described herein; and



     WHEREAS, Purchaser and Seller desire to set forth the terms and conditions pursuant to which
residential mortgage loans in the portfolio may be refinanced and replaced in the portfolio.



     NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions and for
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and upon the terms and subject to the conditions set forth herein, the Parties hereto
agree as follows:



ARTICLE I



DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES



     Section 1.01 Definitions.



     Unless otherwise defined herein, capitalized terms have the meanings given to such terms in
the Excess Servicing Spread Sale and Assignment Agreement. Whenever used herein, the following
words and phrases, unless the context otherwise requires, shall have the following meanings:



     Agreement: As defined in the introduction hereof.



     Assignment Agreement: An assignment agreement substantially in the form of
Exhibit A to this Agreement or in such other form as mutually agreed upon by the Parties.



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     Available Portfolio: As defined in Section 2.04(a) hereof.



     Base Agreement: The Excess Servicing Spread Sale and Assignment Agreement or a Third
Party Base Agreement, as applicable.



     Excess Refinancing Percentage: As defined in Section 2.03 hereof.



     Excess Servicing Spread Sale and Assignment Agreement: As defined in the recitals to
this Agreement.



     Maximum Retained Refinancing Loan Amount: As defined in Section 2.03 hereof.



     Mortgage Loan: Each of the mortgage loans described in Exhibit A to the
Excess Servicing Spread Sale and Assignment Agreement, as supplemented by the terms of this
Agreement.



     New Mortgage Loan: As defined in Section 2.02(a)(ii)(1) hereof.



     Party or Parties: As defined in the introduction hereof.



     Purchaser: As defined in the introduction hereof.



     Quarterly Collection Period: As defined in Section 2.03 hereof.



     Refinanced Mortgage Loan: A Mortgage Loan that has been refinanced in whole or in
part by Seller or an affiliate thereof.



     Refinancing Date: The date on which a Mortgage Loan (including a Mortgage Loan that
was a Replacement Mortgage Loan) is refinanced by Seller or an affiliate thereof.



     Refinancing Split Percentage: As defined in Section 2.03 hereof.



     Related Collection Period: With respect to a Replacement Date, the Collection Period
in the third calendar month prior to such Replacement Date, and with respect to a Replacement Loan
Identification Date, the second calendar month prior to such Replacement Loan Identification Date.



     Replacement Agreement Third Party: As defined in Section 2.05(a)(iv) hereof.



     Replacement Date: With respect to a Refinanced Mortgage Loan and its related
Replacement Mortgage Loan, the Distribution Date in the third calendar month following the
Refinanced Mortgage Loan’s Refinancing Date.



     Replacement Loan Identification Date: With respect to a Refinanced Mortgage Loan and
its related Replacement Mortgage Loan, the 25th day of the second calendar month following the
Refinanced Mortgage Loan’s Refinancing Date.



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     Replacement Mortgage Loan: A residential mortgage loan that satisfies the conditions
set forth in Section 2.02(a) and which is required to be designated by Seller as a Mortgage
Loan hereunder in substitution of a Refinanced Mortgage Loan.



     Replacement Mortgage Loan Excess Spread: For any Replacement Mortgage Loan and for
each applicable Collection Period, (a) 65% of the Servicing Spread Collections with respect to such
Replacement Mortgage Loan remaining after payment of the applicable Base Servicing Fee for the
Replacement Mortgage Loan, (b) 65% of all other amounts payable by the applicable Agency to Seller
with respect to the Mortgage Loans, including any termination fees payable by an Agency to Seller
for terminating the Seller as the servicer of any of the Mortgage Loans but for the avoidance of
doubt, excluding all Ancillary Income and reimbursements received for advances and other
out-of-pocket expenditures from an Agency by Seller in accordance with the Servicing Agreements and
(c) 65% of any Repurchase Price received from Bank of America, National Association, pursuant to
Section 10.03 of the Mortgage Rights Purchase and Sale Agreement.



     Replacement Portfolio: As defined in Section 2.04(a) hereof.



     Replacement Shortfall: As defined in Section 2.03 hereof.



     Retained Portfolio: As defined in Section 2.04(a) hereof.



     Retained Replacement Mortgage Loan Excess Spread: For any Replacement Mortgage Loan
and for each applicable Collection Period, (a) 35% of the Servicing Spread Collections with respect
to such Replacement Mortgage Loan remaining after payment of the applicable Base Servicing Fee for
the Replacement Mortgage Loan, (b) 35% of all other amounts payable by the applicable Agency to
Seller with respect to the Mortgage Loans, including any termination fees payable by an Agency to
Seller for terminating the Seller as the servicer of any of the Mortgage Loans but for the
avoidance of doubt, excluding all Ancillary Income and reimbursements received for advances and
other out-of-pocket expenditures from an Agency by Seller in accordance with the Servicing
Agreements and (c) 35% of any Repurchase Price received from Bank of America, National Association,
pursuant to Section 10.03 of the Mortgage Rights Purchase and Sale Agreement.



     Selection Period: As defined in Section 2.04(b) hereof.



     Seller: As defined in the introduction hereof.



     Third Party Assignment: As defined in Section 2.05(a)(iv) hereof.



     Third Party Base Agreement: As defined in Section 2.05(a)(iv) hereof.



     Third Party Spread: As defined in Section 2.05(a)(iv) hereof.



     Section 1.02 General Interpretive Principles.



     For purposes of this Agreement, except as otherwise expressly provided or unless the context
otherwise requires:



3









 





          (a) The terms defined in or incorporated by reference into this Agreement have the meanings
assigned to them in this Agreement or the Excess Servicing Spread Sale and Assignment Agreement, as
applicable, and include the plural as well as the singular, and the use of any gender herein shall
be deemed to include the other gender;



          (b) Accounting terms not otherwise defined herein have the meanings assigned to them in
accordance with generally accepted accounting principles;



          (c) References herein to “Articles,” “Sections,” “Subsections,” “Paragraphs,” and other
subdivisions without reference to a document are to designated Articles, Sections, Subsections,
Paragraphs and other subdivisions of this Agreement;



          (d) A reference to a Subsection without further reference to a Section is a reference to such
Subsection as contained in the same Section in which the reference appears, and this rule shall
also apply to Paragraphs and other subdivisions;



          (e) The words “herein,” “hereof,” “hereunder” and other words of similar import refer to this
Agreement as a whole and not to any particular provision; and



          (f) The term “include” or “including” shall mean without limitation by reason of enumeration.



ARTICLE II




REPLACEMENT OF MORTGAGE LOANS



     Section 2.01 Refinancing and Substitution of Mortgage Loans.



     Subject to, and upon the terms and conditions of this Agreement, and, more particularly, the
conditions of this Article II, if Seller refinances any Mortgage Loan, it shall designate a
residential mortgage loan as a Replacement Mortgage Loan and assign the Replacement Mortgage Loan
Excess Spread with respect to such Replacement Mortgage Loan on the applicable Replacement Date to
Purchaser as provided in this Agreement.



     Section 2.02 Criteria for Replacement Mortgage Loans.



          (a) As of the applicable Replacement Date, unless otherwise agreed upon by Seller and
Purchaser, either:




               (i) a Replacement Mortgage Loan shall satisfy the following criteria:




	 	(1)	 	All consents, if any, required by
the applicable Agency or any other Person, if any, to assign the
related Replacement Mortgage Loan Excess Servicing Spread with
respect to such Replacement Mortgage Loan shall have been
obtained;




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	 	(2)	 	The servicing fee rate for the
Replacement Mortgage Loan is not less than 0.25% per annum; and
	 
	 	(3)	 	The Replacement Mortgage Loan is
secured by the same property as the Refinanced Mortgage Loan,
and at least one of the Mortgagors of the Replacement Mortgage
Loan was a Mortgagor of the Refinanced Mortgage Loan; or





               (ii) if Seller is unable to satisfy the conditions in Section 2.02(a)(i) after
using commercially reasonable efforts, Seller shall use its best efforts to substitute the
Refinanced Mortgage Loan with a Replacement Mortgage Loan satisfying the following criteria:




	 	(1)	 	The servicing fee rate for the
Replacement Mortgage Loan is equal to or greater than the
servicing fee rate of the residential mortgage loan whose
proceeds were used to repay the Refinanced Mortgage Loan in
whole or in part (the “New Mortgage Loan”) and, in any event,
not less than 0.25% per annum;
	 
	 	(2)	 	The interest accrual rate per
annum on the Replacement Mortgage Loan is within 12.5 basis
points per annum of the interest accrual rate on the New
Mortgage Loan;
	 
	 	(3)	 	The final maturity date of the
Replacement Mortgage Loan is within six months of the final
maturity date of the New Mortgage Loan;
	 
	 	(4)	 	The remaining credit
characteristics of the Replacement Mortgage Loan (other than as
specified in clauses (1), (2) and (3)
above) are substantially the same as the credit characteristics
of the New Mortgage Loan;
	 
	 	(5)	 	The Replacement Mortgage Loan is
current as of the applicable Replacement Date; and
	 
	 	(6)	 	The Replacement Mortgage Loan is
not subject to any foreclosure or similar proceeding as of the
applicable Replacement Date; is not in process of any
modification, workout or other loss mitigation process; and is
not involved in litigation.





     (b) If a Replacement Mortgage Loan would otherwise meet the criteria set forth in Section
2.02(a) but has not been sold to an Agency as of the Replacement Loan Identification Date, in
lieu of substituting a loan pursuant to Section 2.02(a)(ii) above, the Seller may include
such Replacement Mortgage Loan in the Available Portfolio; provided (i) the servicing fee
rate for such Replacement Mortgage Loan shall be deemed to be 0.30% per annum and (ii) if at any
time such Replacement Mortgage Loan fails to meet the criteria set forth in



5









 




Section 2.02(a), the Seller shall be required to substitute a loan for such
Replacement Mortgage Loan pursuant to Section 2.02(a)(ii) above.




     (c) Seller shall not be in breach of Section 2.01 on any Replacement Date if, after
using best efforts to select Replacement Mortgage Loans to substitute Refinanced Mortgage Loans
pursuant to Section 2.02(a)(ii), the aggregate outstanding principal balance of the
residential mortgage loans in the Available Portfolio as of such Replacement Date is equal to or
greater than 90% of the aggregate outstanding principal balance of the Refinanced Mortgage Loans
that were refinanced during the Related Collection Period as measured on the opening of business on
their respective Refinancing Date.



     Section 2.03 Refinancing Incentives.



     For any Replacement Date beginning with the Replacement Date in June 2012, Seller shall not be
required to substitute Replacement Mortgage Loans for Refinanced Mortgage Loans in an aggregate
principal amount up to the Maximum Retained Refinancing Loan Amount. For purposes of this
Section 2.03, the following definitions shall apply:




	 	 	 	Replacement Shortfall: With respect to any Replacement Date and the Related
Collection Period, the aggregate outstanding principal balance of the New Mortgage
Loans that were originated by Seller or an affiliate thereof during the Related
Collection Period as measured on the opening of business on their respective
Refinancing Date, minus the aggregate outstanding principal balance of the
residential mortgage loans in the Available Portfolio as of such Replacement Date.
	 
	 	 	 	Excess Refinancing Percentage: With respect to any Replacement Date, a percentage
equal to the excess, if any, of (a) a fraction, expressed as a percentage, the
numerator of which is equal to the aggregate principal balance of New
Mortgage Loans that were originated by Seller or an affiliate thereof over the
Related Collection Period and the two Collection Periods prior to such Related
Collection Period (the “Quarterly Collection Period”) as measured on the opening of
business on their respective Refinancing Date, minus the aggregate
Replacement Shortfall over such Quarterly Collection Period, and the
denominator of which is the aggregate principal balance of all voluntary
prepayments received on the Mortgage Loans over the Quarterly Collection Period,
over (b) 35%.
	 
	 	 	 	Refinancing Split Percentage: With respect to any Replacement Date, the Refinancing
Split Percentage shown in the column of the table below corresponding to the Excess
Refinancing Percentage therein:





	 	 	 	 	 
	Three Month Average Recapture	 	Excess Refinancing	 	Refinancing Split
	Percentage	 	Percentage	 	Percentage
	35% or Less
	 	0%	 	0%
	> 35%, <= 40%
	 	>0.00% and <=5.00%	 	25%
	> 40%, <= 45%
	 	>5.00% and <=10.00%	 	30%






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	Three Month Average Recapture	 	Excess Refinancing	 	Refinancing Split
	Percentage	 	Percentage	 	Percentage
	> 45%, <= 50%
	 	>10.00% and <=15.00%	 	35%
	> 50%, <= 55%
	 	>15.00% and <=20.00%	 	40%
	> 55%, <= 60%
	 	>20.00% and <=25.00%	 	45%
	Greater than 60%
	 	>25.00%	 	50%







	 	 	 	Maximum Retained Refinancing Loan Amount: With respect to any Replacement Date, an
amount, not less than zero, equal to the sum of (a) the product of
(i) the Refinancing Split Percentage, if any, applicable to such Replacement Date,
(ii) the Excess Refinancing Percentage applicable to such Replacement Date and (iii)
the aggregate principal balance of New Mortgage Loans that were refinanced with
Seller or an affiliate thereof during the Related Collection Period, plus
(b) the Carryover Retained Amount, minus (c) the applicable Replacement
Shortfall.
	 
	 	 	 	Carryover Retained Amount: With respect to any Replacement Date beginning with the
Replacement Date in July 2012, the excess, if any, of the Maximum Retained
Refinancing Loan Amount for the prior Replacement Date over the aggregate
outstanding principal balance of the Mortgage Loans that were retained by Seller
pursuant to this Section 2.03 on the prior Replacement Date.





     Section 2.04 Procedures for Replacement Mortgage Loans.



          (a) Not later than the Replacement Loan Identification Date, Seller shall (i) notify Purchaser
of the identity of each Mortgage Loan that became a Refinanced Mortgage Loan during the Related
Collection Period, (ii) calculate the Excess Refinancing Percentage, the Refinancing Split
Percentage, the Maximum Retained Refinancing Loan Amount and the Carryover Retained Amount for the
following Replacement Date, and notify Purchaser of such amounts in writing, (iii) provide
Purchaser with a list of potential Replacement Mortgage Loans (the “Available Portfolio”), selected
on the basis that the Excess Refinancing Percentage is equal to zero, and (iv) provide Purchaser
with a list of residential mortgage loans selected from the Available Portfolio to be designated as
Mortgage Replacement Loans (the “Replacement Portfolio”) on the following Replacement Date and a
list of residential mortgage loans selected from the Available Portfolio to be excluded from the
pool of Replacement Mortgage Loans (the “Retained Portfolio”) on the following Replacement Date in
accordance with Section 2.03.




          (b) Purchaser may submit an objection to the proposed Available Portfolio, the proposed
Replacement Portfolio or the proposed Retained Portfolio not later than five Business Days
following receipt of the notice of the proposed portfolios pursuant to Section 2.04(a). If
Purchaser submits an objection, Seller and Buyer shall work together in good faith over the next
five Business Days (the “Selection Period”) to mutually agree on the Replacement Portfolio and the
Retained Portfolio. During the Selection Period, Seller may suggest alternative Replacement
Mortgage Loans that meet the criteria of Section 2.02(a)(ii). If Seller and Purchaser are
unable to agree on a Replacement Portfolio and a Retained Portfolio (if applicable) by close of
business on the Business Day prior to the Replacement Date, Seller and Purchaser may modify the
percentages in the definitions of Replacement Mortgage Loan Excess Spread,






7









 







Retained Replacement Mortgage Loan Express Spread, Excess Servicing Spread, Retained Servicing
Spread and in the Priority of Payments, as applicable, to reflect the relative values that Seller
and Purchaser would have had in the Excess Servicing Spread and Retained Servicing Spread but for
the inability of Seller and Purchaser to mutually agree on such portfolios.




          (c) Unless mutually agreed upon by Seller and Purchaser, the Retained Portfolio and the
Replacement Portfolio with respect to any Replacement Date shall satisfy the following criteria:





          (i) The aggregate outstanding principal balance of the residential mortgage loans in
the Retained Portfolio shall not exceed the Maximum Retained Refinancing Loan Amount;




          (ii) The weighted average servicing fee rate for the residential mortgage loans in the
Retained Portfolio shall be substantially equal to the weighted average servicing fee rate
for the Replacement Mortgage Loans in the Replacement Portfolio;




          (iii) The weighted average interest accrual rate per annum of the residential mortgage
loans in the Retained Portfolio shall be within 12.5 basis points per annum of the weighted
average interest rate of the Replacement Mortgage Loans in the Replacement Portfolio;




          (iv) The weighted average final maturity date of the residential mortgage loans in the
Retained Portfolio shall be within six months of the weighted average final maturity date of
the Replacement Mortgage Loans in the Replacement Portfolio; and




          (v) The remaining credit characteristics of the pool of residential mortgage loans in
the Retained Portfolio (other than as specified in clauses (ii), (iii) and
(iv) above) shall be substantially the same as the credit characteristics of the
pool of Replacement Mortgage Loans in the Replacement Portfolio.



          (d) Exhibit B provides an example of the calculations to be made pursuant to this Section
2.04.




     Section 2.05 Assignment of Replacement Mortgage Loan Excess Servicing Spread.



          (a) Subject to the satisfaction of the terms and conditions in this Agreement, on each
Replacement Date, Seller shall execute and deliver an Assignment Agreement for the Replacement
Mortgage Loan Excess Servicing Spread to be assigned on such Replacement Date with respect to
Replacement Mortgage Loans; provided, however, that





          (i) Purchaser shall be entitled to all Replacement Mortgage Loan Excess Spread and
Seller shall be entitled to all Retained Replacement Mortgage Loan Excess spread arising
with respect to each such Replacement Mortgage Loan on and after the Refinancing Date with
respect to the related Refinanced Mortgage Loan,



8









 






          (ii) Seller shall deposit all Servicing Spread Collections received with respect to
such Replacement Mortgage Loans on and after the Refinancing Date with respect to the
related Refinanced Mortgage Loans into the Third Party Controlled Collection Account (other
than amounts on deposit in the Lockbox Account, which shall be deposited into the Third
Party Controlled Collection Account in accordance with the Excess Servicing Spread Sale and
Assignment Agreement) not later than the Replacement Date,




          (iii) for each Replacement Mortgage Loan that was originated on or after the
Refinancing Date of the related Refinanced Mortgage Loan, Seller shall deposit all Servicing
Spread Collections with respect to amounts prepaid at the time of closing of such
Replacement Mortgage Loan, if applicable, into the Third Party Controlled Custodial Account
not later than the Replacement Date,




          (iv) if the Purchaser’s rights under this Agreement have been assigned to a third party
that is not a party or an assignee of the Excess Servicing Spread Sale and Assignment
Agreement (a “Third Party Assignment”), such third party (a “Replacement Agreement Third
Party”) shall have entered into a new agreement (a “Third Party Base Agreement”) with Seller
or Seller’s assignee that provides such Replacement Agreement Third Party with the same
rights with respect to any Replacement Mortgage Loan Excess Spread arising after the date of
the Third Party Assignment (“Third Party Spread”) that Purchaser would have under the Excess
Servicing Spread Sale and Assignment if the Third Party Assignment had not occurred; it
being understood that Purchaser shall not have any rights in, and the Excess Spread Sale and
Assignment Agreement shall not apply to, any Third Party Spread.



          (b) Upon delivery of an Assignment Agreement,





          (i) Each of the Replacement Mortgage Loans whose Replacement Loan Excess Servicing
Spread is assigned thereunder shall be deemed to be a “Mortgage Loan” for all purposes of
the Base Agreement, mutatis mutandis, subject to the terms and conditions thereof and
hereof; and




          (ii) Each reference in the Excess Servicing Spread Sale and Assignment Agreement to the
“Sale Date” (or such comparable definition in any other Base Agreement) shall be deemed to
refer to the Refinancing Date.



     Section 2.06 Base Servicing Fees with respect to Replacement Mortgage Loans.



     Notwithstanding any provision of the Base Agreement to the contrary, the Base Servicing Fee
with respect to Replacement Mortgage Loan shall begin to accrue as of the Collection Period prior
to the applicable Replacement Date. In no event shall Base Servicing Fees accrue concurrently on
any day for a Refinanced Mortgage Loan and for a Replacement Mortgage Loan.



     Section 2.07 Intent and Characterization.



          (a) Seller and Purchaser intend that the assignments of the Replacement Mortgage Loan Excess
Spread pursuant to this Agreement and each Assignment Agreement






9









 







constitute valid sales of such Replacement Mortgage Loan Excess Spread from Seller to
Purchaser, conveying good title thereto free and clear of any Lien, and that the beneficial
interest in and title to such Replacement Mortgage Loan Excess Spread not be part of Seller’s
estate in the event of the bankruptcy of Seller. Seller and Purchaser intend and agree to treat
the transfer and assignment of the Replacement Mortgage Loan Excess Spread as an absolute sale for
tax purposes, and as an absolute and complete conveyance of title for property law purposes.
Except for financial accounting purposes, neither party intends the transactions contemplated
hereby to be characterized as a loan from Purchaser to Seller.




          (b) In the event (but only in the event) that the conveyance of the Replacement Mortgage Loan
Excess Spread is characterized by a court or governmental authority as security for a loan rather
than a sale, Seller will be deemed to have granted to Purchaser, and Seller hereby grants to
Purchaser, a security interest in all of its right, title and interest in, to and under the
Replacement Mortgage Loan Excess Spread and all proceeds thereof as security for a loan in an
amount equal to the product of (x) the aggregate outstanding Replacement Mortgage Loan principal
balance as of the Replacement Date, (y) the Purchase Price Percentage and (z) 0.65.




ARTICLE III




REPRESENTATIONS AND WARRANTIES



     Section 3.01 Representations, Warranties and Covenants of Seller.



          (a) As an inducement to Purchaser to enter into this Agreement, Seller affirms each of its
representations, warranties and covenants in the Excess Servicing Spread Sale and Assignment
Agreement, which representations, warranties and covenants are hereby incorporated into this
Agreement; provided, however, that the Parties acknowledge that Replacement
Mortgage Loans are not required to be owned by the Owner.




          (b) Seller shall own all Mortgage Servicing Rights with respect to each Replacement Mortgage
Loan and shall be entitled to all Servicing Spread Collections with respect to each Replacement
Mortgage Loan other than the Replacement Mortgage Loan Excess Spread assigned to the Purchaser
hereunder.




          (c) Seller shall inform each Mortgagor of a Replacement Mortgage Loan to remit its mortgage
payments to the Lockbox Account.




          (d) Seller shall remain liable for all obligations with respect to the origination of each
Replacement Mortgage Loan and, if applicable, for all obligations with respect to the sale of such
Replacement Mortgage Loan to the applicable Agency.




          (e) Each agreement or arrangement that Seller enters into to purchase Mortgage Servicing
Rights shall be entered into on an arm’s length contractual basis in the ordinary course of
business and shall have market terms applicable for the type of Mortgage Servicing Rights to be
acquired thereby. Seller shall not enter into any agreement or






10









 







arrangement with a third party intended to encourage the refinancing of any Mortgage Loan by
any Person other than Seller.




          (f) Seller shall cooperate with and assist any Replacement Agreement Third Party in drafting
and entering into a Third Party Base Agreement as reasonably requested.




     Section 3.02 Representations, Warranties and Covenants of Purchaser. As an inducement to
Seller to enter into this Agreement, Purchaser affirms each of its representations, warranties and
covenants in the Excess Servicing Spread Sale and Assignment Agreement, which representations,
warranties and covenants are hereby incorporated into this Agreement.



ARTICLE IV




MISCELLANEOUS



     Section 4.01 Costs and Expenses.



     Except as otherwise provided herein, Purchaser and Seller shall each pay the expenses incurred
by it or its affiliates in connection with the transactions contemplated hereby.



     Section 4.02 Confidentiality.



     Each Party understands that certain information which it has been furnished and will be
furnished in connection with this transaction, including, but not limited to information concerning
business procedures, servicing fees or prices, Non Public Personal Information and/or Personally
Identifiable Financial Information (as those terms are defined in Sections 573.3(n) and (o) of the
Office of Thrift Supervision Regulations on Privacy of Consumer Information published at 12 C.F.R.
Chapter V implementing Title V of the Gramm-Leach-Bliley Act), policies or plans of the other party
or any of its affiliates, is confidential and proprietary, and each party agrees that it will
maintain the confidentiality of such information and will not disclose it to others (except for its
affiliates and its and their respective directors, managers, officers, employees, financing
sources, agents, representatives and advisors), or use it except in connection with the proposed
acquisition contemplated by this Agreement, without the prior written consent of the party
furnishing such information. Information which is generally known in the industry concerning a
Party or among such Party’s creditors generally or which has been disclosed to the other Party by
third parties who have a right to do so shall not be deemed confidential or proprietary information
for these purposes. If Purchaser, any of its affiliates or any officer, director, employee or
agent of any of the foregoing is at any time requested or required to disclose any information
supplied to it in connection with the transactions contemplated hereby, Purchaser agrees to provide
Seller with prompt notice of such request(s) so that Seller may seek an appropriate protective
order and/or waive Purchaser’s compliance with the terms of this Section 4.02. If Seller,
any of its affiliates or any officer, director, employee or agent of any of the foregoing is at any
time requested or required to disclose any information supplied to it in connection with the
transactions contemplated hereby, Seller agrees to provide Purchaser with prompt notice of such
request(s) so that Purchaser may seek an appropriate protective order and/or waive Seller’s
compliance with the terms of this Section 4.02. Notwithstanding the terms of this
Section 4.02, if, in the absence of a protective order or the



11









 




receipt of a waiver hereunder, Purchaser or Seller is nonetheless, in the opinion of its
counsel, compelled to disclose information concerning the other party to any tribunal or else stand
liable for contempt or suffer other censure or penalty, Purchaser or Seller may disclose such
information to such tribunal without liability hereunder. If the proposed acquisition is not
consummated, each party agrees to promptly return to the other, promptly upon request, all
confidential materials, and all copies thereof, which have been furnished to it in connection with
the transactions contemplated hereby.




     Section 4.03 Survival of Representations and Warranties.



     Each party hereto covenants and agrees that the representations and warranties in this
Agreement, and in any document delivered or to be delivered pursuant hereto, shall survive each
applicable Replacement Date.



     Section 4.04 Notices.



     All notices, requests, demands and other communications which are required or permitted to be
given under this Agreement shall be in writing and shall be deemed to have been given if personally
delivered or sent by registered or certified mail, return receipt requested, postage prepaid or by
prepaid overnight delivery service to the specified in or otherwise provided in accordance with the
Excess Servicing Spread Sale and Assignment Agreement.



     Section 4.05 Waivers.



     Either Purchaser or Seller may, by written notice to the other:



          (a) Extend the time for the performance of any of the obligations or other transactions of the
other; and




          (b) Waive compliance with or performance of any of the terms, conditions, covenants or
obligations required to be complied with or performed by the other hereunder.




     The waiver by Purchaser or Seller of a breach of any provision of this Agreement shall not
operate or be construed as a waiver of any other subsequent breach.



     Section 4.06 Entire Agreement; Amendment.



     This Agreement and the related Transaction Documents constitute the entire agreement between
the parties with respect to the transactions contemplated hereby and supersede all prior agreements
with respect thereto. This Agreement may be amended only in a written instrument signed by both
Seller and Purchaser.



     Section 4.07 Binding Effect.



     This Agreement shall inure to the benefit of and be binding upon the Parties and their
successors and assigns. Nothing in this Agreement, express or implied, is intended to confer on
any Person other than the Parties and their successors and assigns, any rights, obligations,
remedies or liabilities.



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     Section 4.08 Headings.



     Headings on the Articles and Sections in this Agreement are for reference purposes only and
shall not be deemed to have any substantive effect.



     Section 4.09 Applicable Law.



     This Agreement shall be construed in accordance with the laws of the State of New York and the
obligations, rights and remedies of the parties hereunder shall be determined in accordance with
the laws of the State of New York, except to the extent preempted by Federal law. The parties agree
to waive trial by jury in the event of any dispute under this Agreement.



     Section 4.10 Incorporation of Exhibits.



     The Exhibits attached hereto shall be incorporated herein and shall be understood to be a part
hereof as though included in the body of this Agreement.



     Section 4.11 Counterparts.



     This Agreement may be executed in counterparts, each of which, when so executed and delivered,
shall be deemed to be an original and all of which, taken together, shall constitute one and the
same agreement.



     Section 4.12 Severability of Provisions.



     If any one or more of the covenants, agreements, provisions or terms of this Agreement shall
be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms
shall be deemed severable from the remaining covenants, agreements, provisions or terms of this
Agreement and shall in no way affect the validity or enforceability of the other provisions of this
Agreement or of the rights of the parties hereto.



     Section 4.13 Assignment.



     Seller may not assign all or any part of this Agreement, or any interest herein, without the
prior written consent of Purchaser, provided that any successor to Seller must assume
Seller’s obligations under this Agreement. Purchaser shall have the unrestricted right to further
assign, transfer, deliver, hypothecate, pledge, subdivide or otherwise deal with its rights under
this Agreement on whatever terms Purchaser shall determine; provided that in the case of
any Third Party Assignment, the Replacement Agreement Third Party and Seller shall enter into a
Third Party Base Agreement that provides such Replacement Agreement Third Party with the same
rights with respect to the Third Party Spread that Purchaser would have had under the Excess
Servicing Spread Sale and Assignment Agreement if the Third Party Assignment had not occurred.



     Section 4.14 Third Party Beneficiaries.



     This Agreement does not and is not intended to confer any rights or remedies upon any person
or entity other than Purchaser and Seller.



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     IN WITNESS WHEREOF, each of the undersigned parties to this Agreement has caused this
Agreement to be duly executed in its corporate name by one of its duly authorized officers, all as
of the date first above written.



	 	 	 	 	 	 	 

	 	 	NIC MSR I LLC

Purchaser	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	NIC MSR LLC, as Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Brian Sigman
 

Brian Sigman
	 	 
	 

	 	Title:
	 	Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	NATIONSTAR MORTGAGE LLC

Seller	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Gregory Oniu
 

Gregory Oniu
	 	 
	 
	 	Title:	 	Senior Vice President	 	 







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EXHIBIT A




FORM OF ASSIGNMENT AGREEMENT FOR REPLACEMENT MORTGAGE LOANS



     Subject to, and upon the terms and conditions of the Excess Servicing Spread Sale and
Assignment Agreement, dated as of December 8, 2011 (the “Agreement”), by and between Nationstar
Mortgage LLC, a Delaware limited liability company (together with its successors and assigns, the
“Seller”) and NIC MSR I LLC, a Delaware limited liability company (together with its successors
assigns, the “Purchaser”), Seller hereby assigns, transfers and delivers to Purchaser all of
Seller’s right, title and interest in and to Replacement Mortgage Loan Excess Spread for each of
the Replacement Mortgage Loans set forth in Annex A attached hereto and all proceeds thereof, and
agrees that as of the applicable Refinancing Date, the applicable Replacement Mortgage Loan shall
be deemed to be a “Mortgage Loan” for all purposes of the Agreement. Capitalized terms used in
this Assignment Agreement have the meanings given to such terms in, or incorporated by reference
into, the Agreement.



     All of the terms, covenants, conditions and obligations of the Agreement required to be
complied with and performed by Seller on or prior to the date hereof have been duly complied with
and performed in all material respects.



	 	 	 	 	 	 	 

	 	 	NATIONSTAR MORTGAGE LLC	 	 
	 	 	Seller	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 











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Exhibit B




Example of calculations of Maximum Retained Refinancing Loan Amounts



	 	 	 	 	 	 	 
	Recaptured Loan Incentive	 	Range of Loans Retained as a Percentage of
	3 Month Avg	 	Retained	 	Total Recapture
	Recapture	 	Percentage(1)	 	Nationstar	 	Portfolio
	35% or Less
	 	0%	 	0.00%	 	100.00%
	> 35%, <= 40%
	 	25%	 	0.00% to 1.25%	 	100.00% to 98.75%
	> 40%, <= 45%
	 	30%	 	1.50% to 3.00%	 	98.50% to 97.00%
	> 45%, <= 50%
	 	35%	 	3.50% to 5.25%	 	96.50% to 94.75%
	> 50%, <= 55%
	 	40%	 	6.00% to 8.00%	 	94.00% to 92.00%
	> 55%, <= 60%
	 	45%	 	9.00% to 11.25%	 	91.00% to 88.75%
	> 60%, <= 65%
	 	50%	 	12.50% to 15.00%	 	87.50% to 85.00%
	> 65%, <= 70%
	 	50%	 	15.00% to 17.50%	 	85.00% to 82.50%
	> 70%, <= 75%
	 	50%	 	17.50% to 20.00%	 	82.50% to 80.00%
	Greater than 75%
	 	50%	 	20.00% to 32.50%	 	80.00% to 67.50%








 




			
	1	 	Represents the percentage of loans Nationstar retains above 35% recapture.





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Annex A




[ATTACH ANNEX A, WHICH MAY BE ON COMPUTER TAPE, COMPACT DISK, OR MICROFICHE, CONTAINING THE

INFORMATION SET FORTH BELOW]




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(e)	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Principal	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	(c)	 	 	 	 	 	Balance of	 	 	 	 	 	 	 	 	 	 	 	 	 	(j)
	 	 	 	 	(b)	 	Principal	 	(d)	 	Replacement	 	 	 	 	 	 	 	 	 	(i)	 	(65% of column
	 	 	 	 	Loan # of	 	Balance of	 	Loan # of	 	Mortgage	 	 	 	 	 	 	 	 	 	(column (g) —	 	(i))
	(a)	 	Refinanced	 	Refinanced	 	Replacement	 	Loan as of the	 	(g)	 	(h)	 	column (h))	 	Replacement
	Refinancing	 	Mortgage	 	Mortgage	 	Mortgage	 	Replacement	 	Servicing	 	Base Servicing	 	Net Servicing Fee	 	Mortgage Loan
	Date	 	Loan	 	Loan	 	Loan	 	Date	 	Fee Rate	 	Fee Rate	 	Rate	 	Excess Spread






17