exv10w44












Exhibit 10.44




EXECUTION VERSION




AMENDMENT NUMBER THREE

to the

FIFTH AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT

Dated as of January 27, 2010

between

NATIONSTAR MORTGAGE LLC

and

THE ROYAL BANK OF SCOTLAND PLC




     This AMENDMENT NUMBER THREE (this “Amendment Number Three”) is made this
5th day of December, 2011 (the “Amendment Effective Date”) between NATIONSTAR
MORTGAGE LLC (“Seller”) and THE ROYAL BANK OF SCOTLAND PLC (“Buyer”), to that
certain Fifth Amended and Restated Master Repurchase Agreement, dated as of January 27, 2010,
between Seller and Buyer (as amended, supplemented or otherwise modified from time to time, the
“Agreement”). Capitalized terms used but not otherwise defined herein shall have the
meanings assigned to such terms in the Agreement.



RECITALS



     WHEREAS, Seller and Buyer desire to modify the maximum facility size under the Agreement;
and



     WHEREAS, Seller and Buyer have agreed to amend the Agreement as 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. As of the Amendment Effective Date, the Agreement is hereby
amended as follows:




     (a) The definition of “Maximum Aggregate Purchase Price” in Section 2 of the Agreement is
hereby amended and restated in its entirety to read as follows:




     “Maximum Aggregate Purchase Price” shall mean, as of any date of
determination, (i) $300,000,000 minus (ii) the aggregate outstanding “Purchase Price” (as
such term is defined in the Bond Repurchase Agreement) under the Bond Repurchase Agreement
as of such date.



     (b) Section 2 of the Agreement is hereby amended by adding the following new definition
thereto in proper alphabetical order:




     “Bond Repurchase Agreement” shall mean that certain Master Repurchase
Agreement, dated as of December 2, 2011, by and between Buyer and Seller, as the same may be
amended, supplemented or otherwise modified from time to time.



          SECTION 2. Defined Terms. Any terms capitalized but not otherwise defined herein
shall have the respective meanings set forth in the Agreement.




          SECTION 3. Fees and Expenses. Seller agrees to pay to Buyer all reasonable out of
pocket costs and expenses incurred by Buyer in connection with this Amendment Number Three
(including all reasonable fees and out of pocket costs and expenses of the Buyer’s legal counsel)
in accordance with Sections 23 and 25 of the Agreement.




 









 








          SECTION 4. Conditions Precedent. This Amendment Number Three shall become effective on
the Amendment Effective Date, provided that the Buyer shall have received this Amendment Number
Three delivered by a duly authorized officer of the Seller and such other documents as the Buyer or
counsel to the Buyer may reasonably request.




          SECTION 5. Representations. Seller hereby represents to Buyer that as of the date
hereof, Seller is in full compliance with all of the terms and conditions of the Agreement and each
other Program Document and no Default or Event of Default has occurred and is continuing under the
Agreement or any other Program Document.




          SECTION 6. Governing Law. THIS AMENDMENT NUMBER THREE SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE NEW YORK GENERAL
OBLIGATIONS LAW) AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS WITHOUT REGARD TO CONFLICT OF LAWS DOCTRINE APPLIED IN SUCH
STATE (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW WHICH SHALL GOVERN).




          SECTION 7. Counterparts. This Amendment Number Three may be executed in two (2) or
more counterparts, each of which shall be deemed an original but all of which together shall
constitute but one and the same agreement. This Amendment Number Three, to the extent signed and
delivered by facsimile or other electronic means, shall be treated in all manner and respects as an
original agreement and shall be considered to have the same binding legal effect as if it were the
original signed version thereof delivered in person. No signatory to this Amendment Number Three
shall raise the use of a facsimile machine or other electronic means to deliver a signature or the
fact that any signature or agreement was transmitted or communicated through the use of a facsimile
machine or other electronic means as a defense to the formation or enforceability of a contract and
each such Person forever waives any such defense.




          SECTION 8. Limited Effect. Except as amended hereby, the Agreement shall continue in
full force and effect in accordance with its terms. Reference to this Amendment Number Three need
not be made in the 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
Agreement, any reference in any of such items to the Agreement being sufficient to refer to the
Agreement as amended hereby.




[Signature Page Follows]



2









 





     IN WITNESS WHEREOF, Seller and Buyer have caused this
Amendment Number Three to be executed and delivered by their duly authorized officers as of the
Amendment Effective Date.



	 	 	 	 	 
	 	NATIONSTAR MORTGAGE LLC

(Seller)

 	 
	 	By:  	/s/ Gregory A. Oniu
 	 
	 	 	Name:  	Gregory A. Oniu 	 
	 	 	Title:  	SVP 	 
	 
	 	THE ROYAL BANK OF SCOTLAND PLC

(Buyer)

 	 
	 	By:  	RBS Securities Inc., its agent
 	 
	 	 	 
	 	By:  	                                              /s/ Regina Abayer
 	 
	 	 	Name:  	Regina Abayer 	 
	 	 	Title:  	Vice President 	 
	 


Amendment Number Three to the Fifth Amended and Restated Master Repurchase
Agreement (Nationstar Mortgage LLC & The Royal Bank of Scotland plc)