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Mr. Cooper Group Inc. – ‘10-K’ for 12/31/18 – ‘EX-10.17’

On:  Monday, 3/11/19, at 5:20pm ET   ·   For:  12/31/18   ·   Accession #:  933136-19-30   ·   File #:  1-14667

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  As Of               Filer                 Filing    For·On·As Docs:Size

 3/11/19  Mr. Cooper Group Inc.             10-K       12/31/18  142:37M

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   3.04M 
 2: EX-10.17    Material Contract                                   HTML     48K 
 3: EX-10.18    Material Contract                                   HTML     48K 
 4: EX-10.26    Material Contract                                   HTML     46K 
 5: EX-10.27    Material Contract                                   HTML     47K 
 6: EX-10.36    Material Contract                                   HTML     89K 
 7: EX-10.41    Material Contract                                   HTML     86K 
 8: EX-21.1     Subsidiaries List                                   HTML     36K 
 9: EX-23.1     Consent of Experts or Counsel                       HTML     37K 
10: EX-31.1     Certification -- §302 - SOA'02                      HTML     44K 
11: EX-31.2     Certification -- §302 - SOA'02                      HTML     44K 
12: EX-32.1     Certification -- §906 - SOA'02                      HTML     38K 
13: EX-32.2     Certification -- §906 - SOA'02                      HTML     38K 
20: R1          Document and Entity Information                     HTML     70K 
21: R2          Consolidated Balance Sheets                         HTML    135K 
22: R3          Consolidated Balance Sheets (Parenthetical)         HTML     69K 
23: R4          Consolidated Statements of Operations               HTML    133K 
24: R5          Consolidated Statements of Shareholders' Equity     HTML     93K 
25: R6          Consolidated Statements of Cash Flows               HTML    221K 
26: R7          Consolidated Statements of Cash Flows -             HTML     48K 
                Supplemental Information                                         
27: R8          Nature of Business and Basis of Presentation        HTML     78K 
28: R9          Significant Accounting Policies                     HTML    125K 
29: R10         Acquisitions                                        HTML     97K 
30: R11         Advances and Other Receivables, Net                 HTML     81K 
31: R12         Mortgage Servicing Rights and Related Liabilities   HTML    255K 
32: R13         Reverse Mortgage Interests, Net                     HTML    120K 
33: R14         Mortgage Loans Held for Sale and Investment         HTML    123K 
34: R15         Property and Equipment, Net Property and            HTML     65K 
                Equipment, Net                                                   
35: R16         Other Assets                                        HTML    120K 
36: R17         Derivative Financial Instruments                    HTML    146K 
37: R18         Indebtedness                                        HTML    336K 
38: R19         Payables and Accrued Liabilities                    HTML     77K 
39: R20         Securitizations and Financings                      HTML    125K 
40: R21         Share-Based Compensation and Equity                 HTML     66K 
41: R22         Earnings Per Share                                  HTML     83K 
42: R23         Fair Value Measurements                             HTML    369K 
43: R24         Income Taxes                                        HTML    223K 
44: R25         Employee Benefits                                   HTML     41K 
45: R26         Capital Requirements                                HTML     42K 
46: R27         Commitments and Contingencies                       HTML     87K 
47: R28         Business Segment Reporting                          HTML    320K 
48: R29         Guarantor Financial Statement Information           HTML   1.43M 
49: R30         Transactions with Affiliates                        HTML     49K 
50: R31         Quarterly Financial Data (Unaudited) Quarterly      HTML    148K 
                Financial Data (Unaudited)                                       
51: R32         Subsequent Events                                   HTML     41K 
52: R33         Significant Accounting Policies (Policies)          HTML    234K 
53: R34         Acquisitions (Tables)                               HTML     82K 
54: R35         Advances and Other Receivables, Net (Tables)        HTML     75K 
55: R36         Mortgage Servicing Rights and Related Liabilities   HTML    242K 
                (Tables)                                                         
56: R37         Reverse Mortgage Interests, Net (Tables)            HTML    104K 
57: R38         Mortgage Loans Held for Sale and Investment         HTML    113K 
                (Tables)                                                         
58: R39         Property and Equipment, Net (Tables)                HTML     60K 
59: R40         Other Assets (Tables)                               HTML    120K 
60: R41         Derivative Financial Instruments (Tables)           HTML    144K 
61: R42         Indebtedness (Tables)                               HTML    329K 
62: R43         Payables and Accrued Liabilities (Tables)           HTML     71K 
63: R44         Securitizations and Financings (Tables)             HTML    122K 
64: R45         Share-Based Compensation and Equity (Tables)        HTML     57K 
65: R46         Earnings Per Share (Tables)                         HTML     82K 
66: R47         Fair Value Measurements (Tables)                    HTML    349K 
67: R48         Income Taxes (Tables)                               HTML    212K 
68: R49         Commitments and Contingencies (Tables)              HTML     51K 
69: R50         Business Segment Reporting (Tables)                 HTML    320K 
70: R51         Guarantor Financial Statement Information (Tables)  HTML   1.43M 
71: R52         Quarterly Financial Data (Unaudited) (Tables)       HTML    148K 
72: R53         Nature of Business and Basis of Presentation        HTML     56K 
                (Details)                                                        
73: R54         Significant Accounting Policies - Narrative         HTML     39K 
                (Details)                                                        
74: R55         Acquisitions - Narrative (Details)                  HTML    120K 
75: R56         Acquisitions - Aggregate Purchase Price (Details)   HTML     51K 
76: R57         Acquisitions - Assets Acquired and Liabilities      HTML    115K 
                Assumed (Details)                                                
77: R58         Acquisitions - Pro Forma Information (Details)      HTML     40K 
78: R59         Advances and Other Receivables, Net - Schedule of   HTML     52K 
                Accounts Receivable (Details)                                    
79: R60         Mortgage Servicing Rights and Related Liabilities   HTML     66K 
                - MSRs and Related Liabilities (Details)                         
80: R61         Advances and Other Receivables, Net - Narrative     HTML     51K 
                (Details)                                                        
81: R62         Mortgage Servicing Rights and Related Liabilities   HTML     60K 
                - MSR's at Fair Value (Details)                                  
82: R63         Advances and Other Receivables, Net - Advances and  HTML     48K 
                Other Receivable Reserves (Details)                              
83: R64         Mortgage Servicing Rights and Related Liabilities   HTML     79K 
                - Narrative (Details)                                            
84: R65         Advances and Other Receivables, Net - Purchase      HTML     45K 
                Discount (Details)                                               
85: R66         Mortgage Servicing Rights and Related Liabilities   HTML     55K 
                - UPB and Related Liabilities (Details)                          
86: R67         Mortgage Servicing Rights and Related Liabilities   HTML     94K 
                - Fair Value Assumptions (Details)                               
87: R68         Mortgage Servicing Rights and Related Liabilities   HTML     68K 
                - Fair Value Sensitivity Analysis (Details)                      
88: R69         Mortgage Servicing Rights and Related Liabilities   HTML     66K 
                - Servicing Fees (Details)                                       
89: R70         Reverse Mortgage Interests, Net - Reverse Mortgage  HTML     55K 
                Interests, Net (Details)                                         
90: R71         Reverse Mortgage Interests, Net - Narrative         HTML     84K 
                (Details)                                                        
91: R72         Reverse Mortgage Interests, Net - Unsecurtized      HTML     53K 
                Interests (Details)                                              
92: R73         Reverse Mortgage Interests, Net - Reverse Mortgage  HTML     46K 
                Interests Roll Forward (Details)                                 
93: R74         Reverse Mortgage Interests, Net - Purchase          HTML     83K 
                Discount Rollforward (Details)                                   
94: R75         Mortgage Loans Held for Sale and Investment -       HTML     53K 
                Loans Held For Sale (Details)                                    
95: R76         Mortgage Loans Held for Sale and Investment -       HTML     59K 
                Narrative (Details)                                              
96: R77         Mortgage Loans Held for Sale and Investment -       HTML     59K 
                Reconciliation to Cash Flow (Details)                            
97: R78         Mortgage Loans Held for Sale and Investment -       HTML     58K 
                Mortgage Loans Held for Investment (Details)                     
98: R79         Mortgage Loans Held for Sale and Investment -       HTML     51K 
                Accretable Yield (Details)                                       
99: R80         Property and Equipment, Net - Schedule of PPE       HTML     76K 
                (Details)                                                        
100: R81         Property and Equipment, Net - Additional            HTML     49K  
                Information (Details)                                            
101: R82         Other Assets - (Details)                            HTML     55K  
102: R83         Other Assets - Changes in the carrying amount of    HTML     48K  
                Goodwill (Details)                                               
103: R84         Other Assets - Narrative (Details)                  HTML     58K  
104: R85         Other Assets - Schedule of Intangible Assets        HTML     77K  
                (Details)                                                        
105: R86         Other Assets - Future Amortization (Details)        HTML     52K  
106: R87         Derivative Financial Instruments - Narrative        HTML     38K  
                (Details)                                                        
107: R88         Derivative Financial Instruments - Outstanding      HTML    102K  
                Balances (Details)                                               
108: R89         Indebtedness - Notes Payable (Details)              HTML    207K  
109: R90         Indebtedness - Unsecured Senior Notes (Details)     HTML     88K  
110: R91         Indebtedness - Narrative (Details)                  HTML    112K  
111: R92         Indebtedness - Schedule of Notes Maturity           HTML     64K  
                (Details)                                                        
112: R93         Indebtedness - Non-Recourse Debt (Details)          HTML     87K  
113: R94         Payables and Accrued Liabilities - (Details)        HTML     55K  
114: R95         Payables and Accrued Liabilities - Repurchase       HTML     47K  
                Reserves (Details)                                               
115: R96         Securitizations and Financings - Assets and         HTML    121K  
                Liabilities of Consolidated VIEs (Details)                       
116: R97         Securitizations and Financings - Securitization     HTML     46K  
                Trusts (Details)                                                 
117: R98         Share-Based Compensation and Equity - Additional    HTML     71K  
                Information (Details)                                            
118: R99         Share-Based Compensation and Equity - Restricted    HTML     69K  
                Stock Rollforward (Details)                                      
119: R100        Earnings Per Share (Details)                        HTML     94K  
120: R101        Fair Value Measurements - Measured on a Recurring   HTML    165K  
                Basis (Details)                                                  
121: R102        Income Taxes - Income Tax Expense (Details)         HTML     75K  
122: R103        Fair Value Measurements - Reconciliation of Level   HTML    120K  
                3 (Details)                                                      
123: R104        Income Taxes - Additional Information (Details)     HTML     55K  
124: R105        Fair Value Measurements - Fair Value by Balance     HTML    208K  
                Sheet Line Item (Details)                                        
125: R106        Income Taxes - Income Taxes at federal statutory    HTML    127K  
                rate (Details)                                                   
126: R107        Income Taxes - Carryforward and Temporary           HTML     97K  
                Differences (Details)                                            
127: R108        Income Taxes - Unrecognized Tax Benefits            HTML     55K  
                Rollforward (Details)                                            
128: R109        Employee Benefits (Details)                         HTML     48K  
129: R110        Capital Requirements (Details)                      HTML     38K  
130: R111        Commitments and Contingencies - Narrative           HTML     59K  
                (Details)                                                        
131: R112        Commitments and Contingencies - Lease Commitments   HTML     78K  
                (Details)                                                        
132: R113        Business Segment Reporting - Financial Information  HTML    227K  
                (Details)                                                        
133: R114        Guarantor Financial Statement Information -         HTML     50K  
                Narrative (Details)                                              
134: R115        Guarantor Financial Statement Information -         HTML    238K  
                Consolidating Balance Sheets (Details)                           
135: R116        Guarantor Financial Statement Information -         HTML    265K  
                Consolidating Statements of Operations (Details)                 
136: R117        Guarantor Financial Statement Information -         HTML    688K  
                Consolidating Statements of Cash Flow (Details)                  
137: R118        Transactions with Affiliates - Narrative (Details)  HTML     66K  
138: R119        Quarterly Financial Data (Unaudited) (Details)      HTML    108K  
139: R120        Subsequent Events (Details)                         HTML     53K  
141: XML         IDEA XML File -- Filing Summary                      XML    255K  
140: EXCEL       IDEA Workbook of Financial Reports                  XLSX    238K  
14: EX-101.INS  XBRL Instance -- nsm-20181231                        XML  12.87M 
16: EX-101.CAL  XBRL Calculations -- nsm-20181231_cal                XML    490K 
17: EX-101.DEF  XBRL Definitions -- nsm-20181231_def                 XML   1.98M 
18: EX-101.LAB  XBRL Labels -- nsm-20181231_lab                      XML   3.23M 
19: EX-101.PRE  XBRL Presentations -- nsm-20181231_pre               XML   2.27M 
15: EX-101.SCH  XBRL Schema -- nsm-20181231                          XSD    390K 
142: ZIP         XBRL Zipped Folder -- 0000933136-19-000030-xbrl      Zip    721K  


‘EX-10.17’   —   Material Contract


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  Exhibit  
Exhibit 10.17

AMENDMENT NUMBER FOURTEEN

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 FOURTEEN (this “Amendment”) is made as of this 24th day of October, 2018, 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, (xi) Amendment Number Ten to the Mortgage Loan Participation and Sale Agreement, dated as of October 17, 2016, (xii) Amendment Number Eleven to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of October 31, 2016, (xiii) Amendment Number Twelve to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of October 30, 2017, and (xiv) Amendment Number Thirteen Mortgage to the Loan Participation Purchase and Sale Agreement, dated as of March 22, 2018, 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.Amendment. 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 November 29, 2018.
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:
(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 copy of (i) the Amendment Number Seven to the Second Amended and Restated Master Repurchase Agreement, dated as of the date hereof and (ii) the Amendment Number Ten to the Loan and Security Agreement, dated as of the date hereof, in each case duly executed by each of the parties thereto;
(d)     the payment of the Extension Fee (as defined in the Fee Letter dated as of the date hereof); and
(e)     any other documents reasonably requested by Purchaser on or prior to the date hereof.
SECTION 5.Limited 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

- 2 -




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 conflict 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]


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/ Ellen Kiernan
Name: Ellen Kiernan
Title: Director
NATIONSTAR MORTGAGE LLC,
as Seller
By: /s/ Jeffrey Neufeld
Name: Jeffrey Neufeld
Title: Senior Vice President and Treasurer


- 3 -






Amendment Number Fourteen to Mortgage Loan Participation Purchase and Sale Agreement

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:3/11/19
For Period end:12/31/18
11/29/18
3/22/18S-4
10/30/17
10/31/16
10/17/16
10/19/15
10/20/14
8/21/14
9/20/13
7/24/13
7/18/13
12/24/12
8/28/12
2/29/128-K
2/17/12
3/25/11
 List all Filings 


4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/28/24  Mr. Cooper Group Inc.             10-K       12/31/23  119:17M
 2/16/23  Mr. Cooper Group Inc.             10-K       12/31/22  113:16M
 2/17/22  Mr. Cooper Group Inc.             10-K       12/31/21  114:16M
 2/23/21  Mr. Cooper Group Inc.             10-K       12/31/20  120:18M
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Filing Submission 0000933136-19-000030   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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