Attached files
| file | filename |
|---|---|
| EX-10.1 - EX-10.1 - Nationstar Mortgage Holdings Inc. | d586085dex101.htm |
| EX-4.3 - EX-4.3 - Nationstar Mortgage Holdings Inc. | d586085dex43.htm |
| EX-4.2 - EX-4.2 - Nationstar Mortgage Holdings Inc. | d586085dex42.htm |
| EX-4.1 - EX-4.1 - Nationstar Mortgage Holdings Inc. | d586085dex41.htm |
| EX-3.2 - EX-3.2 - Nationstar Mortgage Holdings Inc. | d586085dex32.htm |
| 8-K - FORM 8-K - Nationstar Mortgage Holdings Inc. | d586085d8k.htm |
Exhibit 3.1
SECOND AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
NATIONSTAR MORTGAGE HOLDINGS INC.
FIRST: The name of the corporation (which is hereinafter referred to as the “Corporation”) is Nationstar Mortgage Holdings Inc.
SECOND: The registered office of the Corporation in the State of Delaware is located at 1209 Orange Street, County of New Castle, Wilmington, DE 19801, and the name of the registered agent of the Corporation whose office address will be the same as the registered office is The Corporation Trust Company.
THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “DGCL”), as from time to time amended.
FOURTH: The total number of shares of capital stock which the Corporation shall have authority to issue is 1,000, all of which shares shall be Common Stock having a par value per share of $0.01.
FIFTH: In furtherance and not in limitation of the powers conferred by law, subject to any limitations contained elsewhere in this certificate of incorporation, bylaws of the Corporation may be adopted, amended or repealed by a majority of the board of directors of the Corporation. Election of directors need not be by written ballot.
SIXTH: No director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of his or her fiduciary duty as a director, except to the extent that such exemption from liability or limitation thereof is not permitted under the DGCL as currently in effect or as the same may hereafter be amended. Any amendment, repeal or modification of this ARTICLE SIXTH shall not adversely affect any right or protection of a director of the Corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, repeal or modification. If the DGCL is amended after the filing of this Certificate of Incorporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.