Exhibit 10.52



 Exhibit 10.52 
 CURRENT EXCESS SERVICING SPREAD ACQUISITION AGREEMENT 
 FOR GNMA MORTGAGE
LOANS 
 by and between 
 NATIONSTAR MORTGAGE LLC 
 (Seller) 

and 

MSR XI LLC 

(Purchaser) 
 Dated and effective as of January 6, 2013 







 Table of Contents 

 

					
	 ARTICLE I DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES
	  	2
	 Section 1.01
	  	Definitions	  	2
	 Section 1.02
	  	General Interpretive Principles	  	14
		
	 ARTICLE II PROCEDURES; ITEMS TO BE DELIVERED
	  	15
	 Section 2.01
	  	Sale of Current Excess Servicing Spread	  	15
	 Section 2.02
	  	[Reserved]	  	15
	 Section 2.03
	  	Items to be Delivered on the Agreement Date	  	15
	 Section 2.04
	  	Items to be Delivered on the Sale Date	  	15
	 Section 2.05
	  	Sale Date Transactions	  	17
		
	 ARTICLE III PAYMENTS AND DISTRIBUTIONS
	  	18
	 Section 3.01
	  	Purchase Price	  	18
	 Section 3.02
	  	Payments by Purchaser	  	19
	 Section 3.03
	  	Accounts	  	19
	 Section 3.04
	  	Priority of Payments	  	22
	 Section 3.05
	  	Withdrawals from the Current Spread Reserve Account	  	23
	 Section 3.06
	  	Payment to Seller of Base Servicing Fee	  	23
	 Section 3.07
	  	Intent and Characterization	  	24
		
	 ARTICLE IV [RESERVED]
	  	24
		
	 ARTICLE V REPRESENTATIONS AND WARRANTIES OF SELLER
	  	24
	 Section 5.01
	  	Due Organization and Good Standing	  	24
	 Section 5.02
	  	Authority and Capacity	  	25
	 Section 5.03
	  	Agency Agreements	  	25
	 Section 5.04
	  	Title to the Mortgage Servicing Rights	  	25
	 Section 5.05
	  	Effective Agreements	  	26
	 Section 5.06
	  	No Accrued Liabilities	  	26
	 Section 5.07
	  	Seller/Servicer Standing	  	26
	 Section 5.08
	  	MERS Membership	  	26
	 Section 5.09
	  	Agency Set-off Rights	  	26
	 Section 5.10
	  	Ability to Perform; Solvency	  	27
	 Section 5.11
	  	Material Documents	  	27
	 Section 5.12
	  	Obligations with Respect to Origination	  	27
	 Section 5.13
	  	No Actions.	  	27
		
	 ARTICLE VI REPRESENTATIONS AND WARRANTIES AS TO MORTGAGE
LOANS AND SERVICING
	  	27
	 Section 6.01
	  	Servicing Agreements; Applicable Laws	  	28


  
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	 Section 6.02
	  	Related Escrow Accounts	  	28
	 Section 6.03
	  	Accuracy of Servicing Information	  	28
	 Section 6.04
	  	No Purchaser Responsibility	  	28
	 Section 6.05
	  	Location of Credit Files	  	28
	 Section 6.06
	  	Representations Concerning the Current Excess Servicing Spread	  	28
		
	 ARTICLE VII REPRESENTATIONS AND WARRANTIES OF PURCHASER
	  	29
	 Section 7.01
	  	Due Organization and Good Standing	  	29
	 Section 7.02
	  	Authority and Capacity	  	30
	 Section 7.03
	  	Effective Agreements	  	30
	 Section 7.04
	  	Sophisticated Investor	  	30
	 Section 7.05
	  	No Actions	  	30
		
	 ARTICLE VIII SELLER COVENANTS
	  	31
	 Section 8.01
	  	Servicing Obligations	  	31
	 Section 8.02
	  	Cooperation; Further Assurances	  	31
	 Section 8.03
	  	Financing Statements	  	32
	 Section 8.04
	  	Supplemental Information	  	32
	 Section 8.05
	  	Access to Information	  	32
	 Section 8.06
	  	Home Affordable Modification Program	  	32
	 Section 8.07
	  	Distribution Date Data Tapes and Reports	  	33
	 Section 8.08
	  	Financial Statements and Officer’s Certificates	  	35
	 Section 8.09
	  	Monthly Management Calls	  	35
	 Section 8.10
	  	Timely Payment of Agency Obligations	  	36
	 Section 8.11
	  	Servicing Agreements	  	36
	 Section 8.12
	  	Transfer of Mortgage Servicing Rights	  	36
	 Section 8.13
	  	Consents to Transaction Documents	  	37
	 Section 8.14
	  	Accounts	  	37
	 Section 8.15
	  	Notification of Certain Events	  	37
	 Section 8.16
	  	Financing; Pledge of Current Excess Servicing Spread	  	37
	 Section 8.17
	  	Existence, etc	  	38
	 Section 8.18
	  	Consent to Sub-Servicing	  	39
	 Section 8.19
	  	Nonpetition Covenant	  	39
	 Section 8.20
	  	Data Tape; Schedule of Mortgage Loans	  	39
	 Section 8.21
	  	Insurance	  	39
	 Section 8.22
	  	Defense of Title	  	40
	 Section 8.23
	  	Refinancing of Mortgage Loans	  	40
		
	 ARTICLE IX CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER
	  	40
	 Section 9.01
	  	Correctness of Representations and Warranties	  	40
	 Section 9.02
	  	Compliance with Conditions	  	40


  
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	 Section 9.03
	  	Corporate Resolution	  	40
	 Section 9.04
	  	No Material Adverse Change	  	41
	 Section 9.05
	  	Consents	  	41
	 Section 9.06
	  	Delivery of Transaction Documents	  	41
	 Section 9.07
	  	Certificate of Seller	  	41
	 Section 9.08
	  	Valuation	  	42
	 Section 9.09
	  	Opinions of Counsel	  	42
	 Section 9.10
	  	Acquisition of Mortgage Servicing Rights by Seller	  	42
	 Section 9.11
	  	Good Standing Certificate of Seller	  	42
	 Section 9.12
	  	No Actions or Proceedings	  	42
	 Section 9.13
	  	Fees, Costs and Expenses	  	42
		
	 ARTICLE X CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER
	  	43
	 Section 10.01
	  	Correctness of Representations and Warranties	  	43
	 Section 10.02
	  	Compliance with Conditions	  	43
	 Section 10.03
	  	Corporate Resolution	  	43
	 Section 10.04
	  	No Material Adverse Change	  	43
	 Section 10.05
	  	Certificate of Purchaser	  	43
	 Section 10.06
	  	Good Standing Certificate of Purchaser	  	43
		
	 ARTICLE XI INDEMNIFICATION; CURE
	  	44
	 Section 11.01
	  	Indemnification by Seller	  	44
	 Section 11.02
	  	Indemnification by Purchaser	  	46
	 Section 11.03
	  	Award of Damages	  	47
	 Section 11.04
	  	Other Rights	  	48
		
	 ARTICLE XII MISCELLANEOUS
	  	48
	 Section 12.01
	  	Costs and Expenses	  	48
	 Section 12.02
	  	Confidentiality	  	48
	 Section 12.03
	  	Broker’s Fees	  	49
	 Section 12.04
	  	Relationship of Parties	  	49
	 Section 12.05
	  	Survival of Representations and Warranties	  	50
	 Section 12.06
	  	Notices	  	50
	 Section 12.07
	  	Waivers	  	50
	 Section 12.08
	  	Entire Agreement; Amendment	  	51
	 Section 12.09
	  	Binding Effect	  	51
	 Section 12.10
	  	Headings	  	51
	 Section 12.11
	  	Applicable Law	  	51
	 Section 12.12
	  	Incorporation of Exhibits	  	51
	 Section 12.13
	  	Counterparts	  	52
	 Section 12.14
	  	Severability of Provisions	  	52
	 Section 12.15
	  	Public Announcement	  	52
	 Section 12.16
	  	Assignment	  	52
	 Section 12.17
	  	Termination	  	53
	 Section 12.18
	  	Third Party Beneficiaries	  	53


  
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 EXHIBITS 
 Exhibit A – Form of Assignment Agreement 
 Exhibit B – Schedule of Mortgage Loans

 Exhibit C – Seller’s Officer’s Certificate 
 Exhibit D – Purchaser’s Officer’s Certificate 
 Exhibit E – Location of Credit
Files 
 Exhibit F – Form of Summary Remittance Report 
 Exhibit G – Form of Delinquency Report 
 Exhibit H – Form of Disbursement Report

 Exhibit I – Seller Jurisdictions and Recording Offices 

  
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 CURRENT EXCESS SERVICING SPREAD ACQUISITION AGREEMENT FOR GNMA 

MORTGAGE LOANS 
 This CURRENT EXCESS SERVICING SPREAD ACQUISITION AGREEMENT FOR GNMA MORTGAGE LOANS (as amended, restated, or otherwise modified and in effect from time to time, this “Agreement”), dated
as of January 6, 2013 (the “Agreement Date”), is by and between MSR XI 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 Bank of America, National Association (“Bank of America”) have entered into the Purchase and Sale Agreement, pursuant to which, among other things, Seller will
acquire and assume all right, title and interest in mortgage servicing rights to a portfolio of residential mortgage loans owned or securitized by the Agency (as defined herein); 

WHEREAS, by acquiring such mortgage servicing rights, Seller is entitled to a servicing spread and other incidental fees with
respect to the related residential mortgage loans; 
 WHEREAS, the servicing spread, together with the Ancillary Income
(as defined below), exceeds the compensation that Seller requires to service the related residential mortgage loans; 

WHEREAS, Seller desires to sell, and Purchaser desires to purchase, a portion of the servicing spread that exceeds such required
compensation amount; and 
 WHEREAS, Purchaser and Seller desire to set forth the terms and conditions pursuant to which
Seller will sell, transfer and assign to Purchaser, all of Seller’s right, title and interest in and to a portion of the servicing spread that exceeds the Seller’s required compensation amount, and Purchaser will purchase all right, title
and interest in and to such portion of the servicing spread; 
 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. 
 Whenever used herein, the following words and phrases, unless the context otherwise requires, shall have
the following meanings: 
 7 Year Swap Rate: The yield reported by Bloomberg under USSWAP7 <Index> HP <GO> at
ten a.m. (10:00 a.m.), East Coast Time, on the applicable date. The 7 Year Swap Rate on December 7, 2012 was 1.1451%. 

Accepted Servicing Practices: With respect to any Mortgage Loan, those accepted and prudent mortgage servicing practices
(including collection procedures) which are in accordance with servicing practices required to be followed by the Agency as set forth in the applicable Servicing Agreements, and in a manner at least equal in quality to the servicing that Seller
provides to mortgage loans which it owns in its own portfolio. 
 Agency: Ginnie Mae, or any successor thereto.

 Agency Reserve Account: The account created pursuant to Section 3.03(d) hereof and maintained by Wells Fargo
Bank, National Association or any successor thereto, or any other third party custodian or trustee selected by Purchaser. Such account has been pledged by the Purchaser to Agency pursuant to the requirements of the GNMA Acknowledgement Agreement.

 Agreement: As defined in the preamble hereof. 

Agreement Date: As defined in the preamble hereof. 
 Ancillary Income: All incidental servicing fees (such as late fees, assignment transfer fees, returned check fees, special services fees, amortization schedule fees, HAMP fees, modification and
incentive income and any interest or earnings on funds deposited in an account maintained by the Seller as servicer with respect to the Mortgage Loans, etc.) that are supplemental to the servicing spread payable to the servicer pursuant to the
Servicing Agreements. 
 Applicable Law: With reference to any Person, all laws (including common law), statutes,
regulations, ordinances, treaties, judgments, decrees, injunctions, writs and orders of any court, governmental agency or authority and rules, regulations, orders, directives, licenses and permits of any Governmental Authority applicable to such
Person or its property or in respect of its operations. 
 Assignment Agreement: An 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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 Bank: Wells Fargo Bank, National Association, or any successor thereto, or another
financial institution mutually agreed upon by the Parties or any successor thereto, each in its capacity as “Bank” under the Current Spread Distribution Account Control Agreement or the Current Spread Reserve Account Control Agreement, as
applicable, or any third party custodian or trustee in similar capacity under any replacement account control agreements. 

Bank of America: As defined in the recitals hereof. 
 Base Purchase Price: The meaning given to such term in Section 3.01. 
 Base Servicing Fee: With respect to a Collection Period, an amount equal to the product of (A) the aggregate outstanding principal balance of the Mortgage Loans as of the related Measurement
Date, (B) the Base Servicing Fee Rate and (C) (i) in the case of the initial Collection Period, a fraction, the numerator of which is the number of days in the period from and including the Sale Date to and including the last day of
the initial Collection Period, and the denominator of which is 360, and (ii) in the case of all other Collection Periods, 1/12; provided that the Base Servicing Fee with respect to any Mortgage Loan whose Servicing Agreement is
terminated during a Collection Period shall be pro-rated to the actual number of days within such Collection Period in which such Mortgage Loan was serviced by Seller. 
 Base Servicing Fee Rate: 0.18% per annum, except that, for the period during which the Interim Servicer is servicer of the Mortgage Loans, the Base Servicing Fee Rate shall be the lesser of
(a) 0.18% per annum or (b) the interim servicing fee payable to the Interim Servicer. 
 Business Day: Any
day other than (a) a Saturday or Sunday, (b) a day on which banking institutions in the States of Texas or New York are authorized or obligated by law or by executive order to be closed or (c) such other days as agreed upon by the
Parties. 
 Claims and Losses: As defined in the GNMA Acknowledgment Agreement. 

Code: The Internal Revenue Code of 1986, as amended from time to time. 

Collection Period: With respect to any Distribution Date, the calendar month preceding the month in which such Distribution Date
occurs. 
 Consolidated Tangible Net Worth: (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 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 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 Consolidated Tangible Net Worth. 
 Control: The meaning specified in Section 8-106 of the UCC.


  
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 Credit File: Those documents, which may be originals, copies or electronically
imaged, pertaining to each Mortgage Loan, held by or on behalf of Seller in connection with the servicing of the Mortgage Loan, which may include Mortgage Loan Documents and the credit documentation relating to the origination of such Mortgage Loan,
and any documents gathered during the Servicing of a Mortgage Loan. 
 Current Excess Servicing Spread: The rights of
Seller, severable from each (and all) of the other rights under the applicable Servicing Agreements, to a percentage of the Total Servicing Spread, which percentage is equal to the Current Excess Servicing Spread Percentage. 

Current Excess Servicing Spread Acquisition Agreement for FHLMC Mortgage Loans: The current excess servicing spread acquisition
agreement for certain Freddie Mac mortgage loans, dated the date hereof, between the Seller and MSR IX LLC, as may be amended, restated, or otherwise modified and in effect from time to time. 

Current Excess Servicing Spread Acquisition Agreement for FNMA Mortgage Loans: The current excess servicing spread acquisition
agreement for certain Fannie Mae mortgage loans, dated the date hereof, between the Seller and MSR X LLC, as may be amended, restated, or otherwise modified and in effect from time to time. 

Current Excess Servicing Spread Acquisition Agreement for Non-Agency Mortgage Loans for MSR XII LLC: The current excess servicing
spread acquisition agreement for certain non-agency mortgage loans, dated the date hereof, between the Seller and MSR XII LLC, as may be amended, restated, or otherwise modified and in effect from time to time. 

Current Excess Servicing Spread Acquisition Agreement for Non-Agency Mortgage Loans for MSR XIII LLC: The current excess servicing
spread acquisition agreement for certain non-agency mortgage loans, dated the date hereof, between the Seller and MSR XIII LLC, as may be amended, restated, or otherwise modified and in effect from time to time. 

Current Excess Servicing Spread Percentage: 66.67% . 
 Current Spread Distribution Account Agreement: The applicable deposit account agreement and other related account documentation governing the Third Party Controlled Current Spread Distribution
Account. 
 Current Spread Distribution Account Control Agreement: The account control agreement among Seller, Purchaser
and Wells Fargo Bank, National Association, or any other institution agreed upon by the Parties, as Bank, dated as of the Sale Date, entered into with respect to the Third Party Controlled Current Spread Distribution Account, as amended, restated,
supplemented or otherwise modified from time to time. 
 Current Spread Reserve Account: The account specified in the
Current Spread Reserve Account Control Agreement and maintained by Wells Fargo Bank, National Association or any successor thereto, or any other third party custodian or trustee selected by Purchaser. Such account has been pledged by the Seller to
Agency pursuant to the requirements of the GNMA Acknowledgement Agreement. 

  
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 Current Spread Reserve Account Agreement: The applicable deposit account agreement
and other related account documentation governing the Current Spread Reserve Account. 
 Current Spread Reserve Account
Control Agreement: The account control agreement among Seller, Purchaser and Wells Fargo Bank, National Association, or any other institution agreed upon by the Parties, as Bank, dated on or before the Sale Date, entered into with respect to the
Current Spread Reserve Account, as amended, restated, supplemented or otherwise modified from time to time. 
 Current Spread
Reserve Account Deposit Event: The meaning given to such term in Section 3.03(c). 
 Current Spread Reserve
Account Required Amount: The meaning given to such term in Section 3.03(c). 
 Custodian: A custodian of
Credit Files or any part thereof as identified by the Seller to the Purchaser in writing on or prior to the Sale Date as the same may be amended and supplemented from time to time by the Seller by providing a written notice of any such update to the
Purchaser. 
 Cut-Off Date: The opening of business on the Sale Date. 

Data Tape: The list of all mortgage loans, dated as of the date specified therein, whose Mortgage Servicing Rights will be sold,
or that are anticipated to be sold, as applicable, to Seller under the Purchase and Sale Agreement. 
 Deposit: As
defined in Section 3.01 hereof. 
 Distribution Date: The 10th day of each calendar month, or if such day is
not a Business Day, the prior Business Day, beginning in the month following the Sale Date, or such other day as mutually agreed upon by Seller and Purchaser. 
 Electronic Data File: A computer tape or other electronic medium generated by or on behalf of Seller and delivered or transmitted to or on behalf of Purchaser which provides information relating to
the Mortgage Loans. 
 Eligible Servicing Agreement: Unless otherwise agreed to by the Purchaser, a Servicing Agreement
in respect of which the following eligibility requirements have been satisfied: 
 (a) such Servicing Agreement is in full force
and effect, and is in all respects genuine as appearing on its face or as represented in the books and records of Seller, and no event of default, early amortization event, termination event, or other event giving any party thereto (including with
notice or lapse of time or both) the right to terminate Seller as servicer thereunder for cause has occurred and is continuing; provided, however, that with respect to any Servicing Agreement and the occurrence of any event set forth in this clause
(a) which is based on a breach of a collateral performance test, such Servicing Agreement shall remain an Eligible Servicing Agreement so long as no notice of termination based on such breach has been given or threatened in writing and subject
to the restrictions set forth herein; and 

  
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 (b) Seller has not resigned or been terminated as servicer under such Servicing Agreement
and has no actual knowledge of any pending or threatened action to terminate Seller, as servicer (whether for cause or without cause). 
 Entitlement Holder: The meaning specified in Section 8-102(a)(7) of the UCC. 
 Expense Amount: As defined in Section 11.01(b) hereof. 

Expense Amount Accountant’s Letter: As defined in Section 11.01(b) hereof. 

Expense Amount Tax Opinion: As defined in Section 11.01(b) hereof. 

Expense Escrow Account: As defined in Section 11.01(b) hereof. 

Fannie Mae: Federal National Mortgage Association, or any successor thereto. 

Federal Funds Rate: For any date of determination, the federal funds rate as reported in the Federal Reserve H.15(519) Statistical
Release as of the first Business Day of the month in which such date of determination falls, or if such Statistical Release is no longer published, the average of the “high” and the “low” interest rate for reserves traded among
commercial banks for overnight use in amounts of one million dollars ($1,000,000.00) or more, as reported by The Wall Street Journal under “Federal Funds” rates as of the first Business Day of the month in which such date of determination
falls. 
 FHLMC Mortgage Loans: Each of those mortgage loans for which the current excess servicing spread has been sold
and assigned to MSR IX LLC pursuant to the Current Excess Servicing Spread Acquisition Agreement for FHLMC Mortgage Loans. 

FNMA Mortgage Loans: Each of those mortgage loans for which the current excess servicing spread has been sold and assigned to MSR
X LLC pursuant to the Current Excess Servicing Spread Acquisition Agreement for FNMA Mortgage Loans. 
 Freddie Mac:
Federal Home Loan Mortgage Corporation, or any successor thereto. 
 Future Spread Agreements: The Future Spread
Agreement for FHLMC Mortgage Loans, the Future Spread Agreement for FNMA Mortgage Loans, the Future Spread Agreement for GNMA Mortgage Loans, the Future Spread Agreement for Non-Agency Mortgage Loans for MSR XII LLC and the Future Spread Agreement
for Non-Agency Mortgage Loans for MSR XIII LLC. 
 Future Spread Agreement for FHLMC Mortgage Loans: The Future Spread
Agreement for FHLMC Mortgage Loans, dated January 6, 2013, by and between Seller and MSR IX LLC, as may be amended, restated, or otherwise modified and in effect from time to time. 

  
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 Future Spread Agreement for FNMA Mortgage Loans: The Future Spread Agreement for FNMA
Mortgage Loans, dated January 6, 2013, by and between Seller and Purchaser, as may be amended, restated, or otherwise modified and in effect from time to time. 
 Future Spread Agreement for GNMA Mortgage Loans: The Future Spread Agreement for GNMA Mortgage Loans, dated January 6, 2013, by and between Seller and MSR XI LLC, as may be amended, restated,
or otherwise modified and in effect from time to time. 
 Future Spread Agreement for Non-Agency Mortgage Loans for MSR XII
LLC: The Future Spread Agreement for Non-Agency Mortgage Loans, dated January 6, 2013, by and between Seller and MSR XII LLC, as may be amended, restated, or otherwise modified and in effect from time to time. 

Future Spread Agreement for Non-Agency Mortgage Loans for MSR XIII LLC: The Future Spread Agreement for Non-Agency Mortgage Loans,
dated January 6, 2013, by and between Seller and MSR XIII LLC, as may be amended, restated, or otherwise modified and in effect from time to time. 
 GAAP: Generally accepted accounting principles in the United States of America as in effect from time to time set forth in the opinions and pronouncements of the Accounting Principles Board and the
American Institute of Certified Public Accountants and the statements and pronouncements of the Financial Accounting Standards Board, or in such other statements by such other entity as may be in general use by significant segments of the accounting
profession, that are applicable to the circumstances as of the date of determination. 
 Ginnie Mae: Government National
Mortgage Association, or any successor thereto. 
 Ginnie Mae Contract: The meaning given to that term in the GNMA
Acknowledgment Agreement. 
 GNMA Acknowledgment Agreement: The acknowledgment agreement relating to the excess servicing
spread by and among the Agency, Seller and Purchaser relating to the Mortgage Loans. 
 GNMA Mortgage Loans: Each of the
Mortgage Loans on the Schedule of Mortgage Loans. 
 Governmental Authority: With respect to any Person, any nation or
government, any state or other political subdivision, agency or instrumentality thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any court or arbitrator having
jurisdiction over such Person, any of its subsidiaries or any of its properties. 
 HAMP: The meaning given to such term
in Section 8.06. 
 HAMP Loans: The meaning given to such term in Section 8.06. 

  
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 Holder Register: As defined in Section 12.16(b) hereof. 

HUD: The Federal Housing Administration of the United States Department of Housing and Urban Development or any successor thereto.

 Indemnity Loan: As defined in Section 11.01(b) hereof. 

Indemnity Loan Agreement: As defined in Section 11.01(b) hereof. 

Interim Servicer: Bank of America or its successors or assigns acting as interim servicer with respect to the Mortgage Loans
pursuant to the interim servicing addendum of the Purchase and Sale Agreement. 
 IRS: The United States Internal Revenue
Service. 
 Lien: Any mortgage, deed of trust, pledge, hypothecation, collateral assignment, charge, deposit,
arrangement, encumbrance, lien (statutory or other), security interest or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever intended to assure payment of any indebtedness or the performance
of any other obligation, including any conditional sale or other title retention agreement. 
 Lockbox Account: An
account maintained by Wells Fargo Bank, National Association or another third party custodian or trustee selected by Purchaser for the purpose of receiving payments from Mortgagors, which account is the relevant “P&I custodial account”
maintained by Seller in accordance with the Ginnie Mae guide. 
 Loss or Losses: Any and all direct, actual and
out-of-pocket losses (including any loss in the value in the Current Excess Servicing Spread), damages, deficiencies, claims, costs or expenses, including reasonable attorneys’ fees and disbursements, excluding (i) any amounts attributable
to or arising from overhead allocations, general or administrative costs and expenses, or any cost for the time of any Party’s employees, (ii) consequential losses or damages consisting of speculative lost profits, lost investment or
business opportunity, damage to reputation or operating losses, or (iii) punitive or treble damages; provided, however, that the exclusions set forth in clauses (ii) or (iii) above do not apply if and to the extent any
such amounts are actually incurred in payment to a third party or government entity. 
 Measurement Date: With respect to
any Collection Period, the first day of such Collection Period. 
 MERS: Mortgage Electronic Registration Systems, Inc.,
or any successor thereto. 
 MI: Insurance provided by private mortgage insurance companies to make payments on
certain Mortgage Loans in the event that the related Mortgagor defaults in its obligation in respect of the Mortgage. 

  
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 Mortgage: Each of those mortgages, deeds of trust, security deeds or deeds to secure
debt creating a first lien on or an interest in real property securing a Mortgage Note and related to a Mortgage Loan. 

Mortgage Loan: Each of those mortgage loans listed on the Schedule of Mortgage Loans. 

Mortgage Loan Documents: With respect to each Mortgage Loan, the documents and agreements related to such Mortgage Loan required
to be held by the applicable Custodian, including, without limitation, the original Mortgage Note, and any other documents or agreements evidencing and/or governing such Mortgage Loan. 

Mortgage Note: With respect to any Mortgage Loan, the note or other evidence of indebtedness of the Mortgagor, thereunder,
including, if applicable, an allonge and lost note affidavit. 
 Mortgage Servicing Rights: The rights and
responsibilities of Seller with respect to servicing the Mortgage Loans under the Servicing Agreements, including any and all of the following if and to the extent provided therein: (a) all rights to service a Mortgage Loan; (b) all rights
to receive servicing fees, Ancillary Income, indemnification for servicing the Mortgage Loan, and any payments received in respect of the foregoing and proceeds thereof; (c) the right to collect, hold and disburse escrow payments or other
payments with respect to the Mortgage Loan and any amounts actually collected with respect thereto and to receive interest income on such amounts to the extent permitted by Applicable Law; (d) all accounts and other rights to payment related to
any of the property described in this paragraph; (e) possession and use of any and all Credit Files pertaining to the Mortgage Loan or pertaining to the past, present or prospective servicing of the Mortgage Loan; (f) to the extent
applicable, all rights and benefits relating to the direct solicitation of the related Mortgagors for refinance or modification of the Mortgage Loans and attendant right, title and interest in and to the list of such Mortgagors and data relating to
their respective Mortgage Loans; and (g) all rights, powers and privileges incident to any of the foregoing. 

Mortgaged Property: The Mortgagor’s real property, securing repayment of a related Mortgage Note, consisting of an interest
in a single parcel of real property, improved by a residential dwelling. 
 Mortgagor: An obligor under a residential
mortgage loan. 
 MSR Successor Proceeds: Any proceeds received by the Seller or the Purchaser in connection with the
sale of the Mortgage Servicing Rights and appointment of a successor servicer, as servicer of the Mortgage Loans, in accordance with the GNMA Acknowledgment Agreement. In the event that consideration for any such sale and appointment relates to
mortgage loans in addition to the Mortgage Loans, “MSR Successor Proceeds” shall be equal to the pro rata amount of such consideration, based upon the proportionate amount of affected Mortgage Loans in relation to all affected
mortgage loans of Seller (calculated in accordance with the method in which such MSR Successor Proceeds are calculated). 

Net Servicing Fee: As defined in the Purchase and Sale Agreement. 

  
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 Non-Agency Mortgage Loans: Each of the mortgage loans for which the current excess
servicing spread has been sold and assigned to MSR XII LLC or MSR XIII LLC pursuant to the applicable Sale Agreement. 

Nonqualifying Income: Any amount that is treated as gross income for purposes of Section 856 of the Code and which is not
Qualifying Income. 
 Objection Notice: The meaning given to such term in Section 3.03(c). 

Opinion of Counsel: One or more written opinions, in form and substance reasonably satisfactory to the recipient, of an attorney
at law admitted to practice in any state of the United States or the District of Columbia, which attorney may be counsel for Seller or Purchaser, as the case may be. 
 Party or Parties: As defined in the preamble hereof. 
 Permitted
Liens: Liens in favor of the Agency required pursuant to the applicable Servicing Agreements. 
 Person: Any
individual, partnership, corporation, limited liability company, limited liability partnership, business entity, joint stock company, trust, business trust, unincorporated organization, association, enterprise, joint venture, government, any
department or agency of any government or any other entity of whatever nature. 
 Power of Attorney: A Power of Attorney
delivered by the Seller to the Purchaser authorizing the Purchaser to enforce the right to payment of the Current Excess Servicing Spread under the related Servicing Agreement solely in the event that the Seller fails to enforce such right within 30
days after receiving written notice of such failure from the Purchaser to the Seller. 
 Priority of Payments: The
meaning given to such term in Section 3.04. 
 Protected REIT: Any entity that (i) has elected to be
taxed as a real estate investment trust pursuant to Section 856 et seq. of the Code, (ii) owns a direct or indirect equity interest in Purchaser, and (iii) is treated for purposes of Section 856 of the Code as owning all or a
portion of the assets of the Purchaser or as receiving all or a portion of the Purchaser’s income. 
 Purchase and Sale
Agreement: The Mortgage Servicing Rights Purchase and Sale Agreement, dated as of January 6, 2013, by and between Nationstar Mortgage LLC, as purchaser, and Bank of America, National Association, as seller, together with all schedules and
exhibits thereto, as the same may be amended, supplemented or otherwise modified from time to time. 
 Purchase Price:
The meaning given to such term in Section 3.01. 
 Purchase Price Percentage: 2.79 multiplied by the excess
of (i) Net Servicing Fee (as such Net Servicing Fees are determined in accordance with Exhibit F to the Purchase and Sale Agreement), expressed as an annualized rate on the unpaid principal balances of the related Mortgage Loans as of the Sale
Date over (ii) the Base Servicing Fee Rate; provided however, 

  
 10 









 
that for every plus or minus 1 basis point (0.01%) movement in the 7 Year Swap Rate between December 7, 2012 and the Sale Date, the Purchase Price Percentage will be adjusted plus or minus
by 0. 0015%. As necessary, the percentage to be determined pursuant to this definition will be based on linear interpolation. 

Purchased Assets: As defined in the Purchase and Sale Agreement. 

Purchaser: As defined in the preamble hereof. 
 Purchaser Enforcement Expenses: An amount equal to the Current Excess Servicing Spread Percentage of the reasonable expenses, including legal costs and expenses, incurred in the enforcement of any
rights of Seller material to the value of the Total Servicing Spread under the Purchase and Sale Agreement and related documents, without duplication of any other such expenses paid under any other Sale Agreement, which enforcement has been approved
by Purchaser (such approval not to be unreasonably withheld). 
 Purchaser Indemnitees: The meaning given to such term in
Section 11.01(a). 
 Qualifying Income: Gross income that is described in Section 856(c)(2) or 856(c)(3)
of the Code. 
 REIT Qualification Ruling: As defined in Section 11.01(b) hereof. 

REIT Requirements: The requirements imposed on REITs pursuant to Sections 856 through and including 860 of the Code. 

Related Escrow Accounts: Mortgage Loan escrow/impound accounts maintained by Seller relating to the Mortgage Servicing Rights,
including accounts for buydown funds, real estate taxes and MI, flood and hazard insurance premiums. 
 Release Document:
As defined in Section 11.01(b) hereof. 
 Remaining Expected Total Servicing Spread: The meaning given to such term
in Section 3.03(c). 
 Repurchase Price: As defined in the Purchase and Sale Agreement. 

Requirement of Law: As to any Person, the certificate of incorporation and by-laws or other organizational or governing documents
of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its
property is subject. 
 Reserve Account Deposit Amount: An amount to be deposited in the Reserve Account on each
Distribution Date as provided under the Ginnie Acknowledgment Agreement. 

  
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 Retained Servicing Spread: The rights of Seller, severable from each (and all) of the
other rights under the applicable Servicing Agreement, to the Retained Servicing Spread Percentage of the Total Servicing Spread. 
 Retained Servicing Spread Percentage: 100% minus the Current Excess Servicing Spread Percentage. 
 Sale Agreements: This Agreement, the Current Excess Servicing Spread Acquisition Agreement for FHLMC Mortgage Loans, the Current Excess Servicing Spread Acquisition Agreement for FNMA Mortgage
Loans, the Current Excess Servicing Spread Acquisition Agreement for Non-Agency Mortgage Loans for MSR XII LLC and the Current Excess Servicing Spread Acquisition Agreement for Non-Agency Mortgage Loans for MSR XIII LLC. 

Sale Date: The “Sale Date” or the “Subsequent Sale Date”, in each case, as defined in the Purchase and Sale
Agreement with respect to the Mortgage Loans; provided that all conditions precedent to the execution and delivery of the related Assignment Agreement shall have been satisfied or waived on such date. 

Sales Proceeds: The proceeds received upon a sale (approved by the Parties) of the Total Servicing Spread (except without giving
effect to clause (b) of the definition thereof), in whole or in part, including through a sale in accordance with Section 8.12. 
 Schedule of Mortgage Loans: The list of Mortgage Loans whose Current Excess Servicing Spread has been assigned to Purchaser pursuant to this Agreement delivered initially accordance with
Section 2.04, updated in accordance with Section 3.01 and maintained as Exhibit B hereto. 

Seller: As defined in the preamble hereof. 
 Seller Enforcement Expenses: An amount equal to the Retained Servicing Spread Percentage of the reasonable expenses, including legal costs and expenses, incurred in the enforcement of any rights of
Seller material to the value of the Total Servicing Spread under the Purchase and Sale Agreement and related documents, without duplication of any other such expenses paid under any other Sale Agreement, which enforcement has been approved by
Purchaser (such approval not to be unreasonably withheld). 
 Seller Indemnitees: The meaning given to such term in
Section 11.02. 
 Seller Purchase Price: The “Purchase Price” as defined in the Purchase and Sale
Agreement. 
 Servicing: The responsibilities, with respect to servicing the Mortgage Loans, under the Servicing
Agreements. 
 Servicing Agreement: The servicing agreements, as amended from time to time, and any waivers, consent
letters, acknowledgments and other agreements under which Seller or the Interim Servicer is the servicer of the Mortgage Loans relating to the Mortgage Servicing Rights and governing the servicing of the Mortgage Loans. 

  
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 Servicing Transfer Date: As defined in the Purchase and Sale Agreement with respect
to the Mortgage Loans. 
 Servicing Spread Collections: For each Collection Period, the funds collected on the Mortgage
Loans and allocated as the servicing compensation payable to Seller as servicer of the Mortgage Loans with respect to such Collection Period pursuant to the applicable Servicing Agreements, other than Ancillary Income and, for the avoidance of
doubt, other than reimbursement for out-of-pocket expenditures by Seller in accordance with the Servicing Agreements. 

Solvent: With respect to any Person as of any date of determination, (a) the value of the assets of such Person is greater
than the total amount of liabilities (including contingent and unliquidated liabilities) of such Person as determined in accordance with GAAP, (b) such Person is able to pay all liabilities of such Person as such liabilities mature and
(c) such Person does not have unreasonably small capital. In computing the amount of contingent or unliquidated liabilities at any time, such liabilities will be computed at the amount that, in light of all the facts and circumstances existing
at such time, represents the amount that can reasonably be expected to become an actual or matured liability. 
 Target
Reserve Amount: As defined in the Ginnie Acknowledgment Agreement. 
 Third Party Assignee: The meaning given to such
term in Section 12.16. 
 Third Party Assignment: The meaning given to such term in
Section 12.16. 
 Third Party Current Spread Agreement: The meaning given to such term in
Section 12.16. 
 Third Party Claim: The meaning given to such term in Section 11.01 and
Section 11.02, as applicable. 
 Third Party Controlled Current Spread Distribution Account: The account
specified in the Current Spread Distribution Account Control Agreement and maintained by Wells Fargo Bank, National Association or another third party custodian or trustee selected by Purchaser, into which all Servicing Spread Collections in respect
of the Mortgage Loans and all MSR Successor Proceeds shall be deposited. Such account has been pledged by Seller to Agency pursuant to the requirements of the GNMA Acknowledgment Agreement. 

Total Servicing Spread: For each Collection Period on and after the Sale Date, the sum of the following: (a) the Servicing
Spread Collections received during such Collection Period and remaining after payment of the Base Servicing Fee; (b) all Sales Proceeds received during such Collection Period; (c) all Repurchase Prices received during such Collection
Period; (d) all MSR Successor Proceeds received during such Collection Period and (e) all other amounts payable by the Agency to Seller (or Purchaser under the GNMA Acknowledgement Agreement) with respect to the Mortgage Servicing Rights
for Mortgage Loans, but for the avoidance of doubt, excluding all Ancillary Income and reimbursements received for advances and other out-of-pocket expenditures in accordance with the Servicing Agreements. 

  
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 Transaction Documents: The Purchase and Sale Agreement (including any order, bill of
sale, assignment agreement or other transfer agreement related to the sale of the Mortgage Servicing Rights thereunder), the GNMA Acknowledgment Agreement, the Current Spread Distribution Account Agreement, the Current Spread Distribution Account
Control Agreement, the Current Spread Reserve Account Agreement, the Current Spread Reserve Account Control Agreement, this Agreement and the Future Spread Agreement. 
 UCC: The Uniform Commercial Code as in effect from time to time in the applicable jurisdiction. 
 Section 1.02 General Interpretive Principles. 
 For purposes of this
Agreement, except as otherwise expressly provided or unless the context otherwise requires: 
 (a) The terms defined in this
Agreement have the meanings assigned to them in this Agreement 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 GAAP; 

(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. 

  
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 ARTICLE II 
 PROCEDURES; ITEMS TO BE DELIVERED 
 Section 2.01 Sale of
Current Excess Servicing Spread. 
 Subject to, and upon the terms and conditions of this Agreement, Seller will sell,
transfer and assign to Purchaser, and Purchaser will acquire from Seller, all of Seller’s right, title and interest in and to the Current Excess Servicing Spread and all proceeds thereof with respect to the Mortgage Loans. 

Section 2.02 [Reserved]. 
 Section 2.03 Items to be Delivered on the Agreement Date. 
 On the
Agreement Date, each of Seller and Purchaser shall deliver or cause to be delivered duly executed copies of the following documents to which they are a party or for which they are otherwise responsible as set forth below: 

(a) The Sale Agreements and all agreements, certificates, opinions and instruments required to be delivered under each Sale Agreement on
the Agreement Date; 
 (b) The Future Spread Agreements and all agreements, certificates, opinions and instruments required to
be delivered under each Future Spread Agreement on the Agreement Date; and 
 (c) The executed Purchase and Sale Agreement.

 Section 2.04 Items to be Delivered on the Sale Date. 

(a) On the Sale Date, subject to the satisfaction of the terms and conditions herein, each of Seller and Purchaser shall deliver or cause
to be delivered duly executed copies of the following documents to which they are a party or for which they are otherwise responsible: 
 (i) The GNMA Acknowledgment Agreement; 
 (ii) The Assignment
Agreement; 

  
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 (iii) All agreements, certificates, opinions and instruments required to be
delivered under each Sale Agreement and Future Spread Agreement on the Sale Date; 
 (iv) All agreements,
certificates, opinions and instruments required to be delivered under the executed Purchase and Sale Agreement reasonably related to the transactions contemplated hereunder that are required to be delivered on the Sale Date; 

(v) The executed Current Spread Distribution Account Agreement; 

(vi) The executed Current Spread Distribution Account Control Agreement; 

(vii) The executed Current Spread Reserve Account Agreement; 

(viii) The executed Current Spread Reserve Account Control Agreement; 

(ix) An Opinion of Counsel of Seller, reasonably acceptable to Purchaser, regarding due authorization, authority, and
enforceability of the applicable Transaction Documents to which Seller is a party, and regarding no conflicts with other material Seller agreements; 
 (x) An Opinion of Counsel of Seller, reasonably acceptable to Purchaser, regarding the characterization of the transfer of the Current Excess Servicing Spread from Seller to Purchaser as a true sale for
bankruptcy purposes; 
 (xi) An Opinion of Counsel of Seller, reasonably acceptable to Purchaser, regarding the
perfection of the assignment of Current Excess Servicing Spread to Purchaser; 
 (xii) A certificate of good
standing of Seller dated as of a date within five (5) Business Days prior to the Closing Date to be delivered by Seller; 
 (xiii) A secretary’s certificate of Seller attaching its organizational documents, board resolutions and incumbency certificates; 

  
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 (xiv) An officer’s certificate of Seller that all conditions precedent
to the purchase of the Mortgage Servicing Rights under the Purchase and Sale Agreement have been satisfied (or if waived, such waiver has been approved by Purchaser); 

(xv) A duly executed corporate certificate of Seller required by Section 9.07 dated as of the Sale Date;

 (xvi) A duly executed corporate certificate of Purchaser required by Section 10.05 dated as of
the Sale Date; 
 (xvii) A certificate of good standing of Purchaser, dated as of a date within five
(5) Business Days prior to the Sale Date to be delivered by Purchaser; and 
 (xviii) A UCC-1 financing
statement relating to the security interest of Purchaser in the Current Excess Servicing Spread, in form and substance reasonably acceptable to Purchaser. 
 (b) On the Sale Date, subject to the satisfaction of the terms and conditions herein, Seller shall provide Purchaser with copies of the following: 

(i) Any amendments, modifications or restatements of the Purchase and Sale Agreement; 

(ii) The bill of sale, assignment agreement or other transfer agreement pursuant to which Bank of America will transfer
the Mortgage Servicing Rights to Seller; 
 (iii) The executed Power of Attorney; and 

(iv) A preliminary Schedule of Mortgage Loans containing information with respect to the Mortgage Loans anticipated to be
included in this Agreement on the Sale Date as of November 30, 2012. 
 Section 2.05 Sale Date Transactions.

 On the Sale Date, subject to the satisfaction of the terms and conditions herein: 

  
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 (a) The Parties shall execute and deliver the Assignment Agreement; 

(b) Purchaser shall remit to Seller the Purchase Price; and 
 (c) Ownership of the Current Excess Servicing Spread shall be transferred to Purchaser. 
 ARTICLE III 
 PAYMENTS AND DISTRIBUTIONS 

Section 3.01 Purchase Price. 
 On the first Business Day following the Agreement Date, Purchaser shall pay Seller an amount (the “Deposit”) equal to the product of (i) $24,241,315 and (ii) Current Excess
Servicing Spread Percentage, without any of the adjustments provided in the Purchase and Sale Agreement for such calculation, as an earnest money deposit. 
 In full consideration for the purchase of the Current Excess Servicing Spread and the rights under the Future Spread Agreement for GNMA Mortgage Loans, and upon the terms and conditions of this Agreement,
Purchaser shall pay to Seller an amount (the “Base Purchase Price”) equal to the product of (x) the aggregate outstanding principal balance of the Mortgage Loans as of the Cut-Off Date, (y) the Purchase Price Percentage
and (z) the Current Excess Servicing Spread Percentage. The Base Purchase Price shall be allocated by the Parties on the Sale Date to reflect the consideration for the purchase of the Current Excess Servicing Spread hereunder (the
“Purchase Price”) and the consideration for the rights acquired by Purchaser under the Future Spread Agreement for GNMA Mortgage Loans. 
 The Base Purchase Price shall be payable by the Purchaser to the Seller as follows: (a) the Deposit shall be payable on the first Business Day following the Agreement Date, (b) 50% of the
estimated Base Purchase Price net of the Deposit shall be payable on the Sale Date and (c) the portion of the Base Purchase Price that has not been paid to Seller by Purchaser as of such date, including with respect to Mortgage Loans that have
prepaid between the Sale Date and the Servicing Transfer Date, plus interest thereon at the Federal Funds Rate for the period from the Sale Date to the Servicing Transfer Date shall be payable on the Servicing Transfer Date. 

The Seller shall deliver the Schedule of Mortgage Loans no later ten (10) Business Days after the Sale Date. In the event there is
an adjustment and reconciliation of the Seller’s purchase price pursuant to the terms of Section 3.01(d) of the Purchase and Sale Agreement, the Base Purchase Price shall be subject to a corresponding adjustment and any adjustment amounts
(including interest) shall be paid by the Purchaser or the Seller, as applicable, to the other party within ten (10) Business Days from receipt of satisfactory written verification of amounts due. 

  
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 Section 3.02 Payments by Purchaser 

(a) Payments shall be made by Purchaser to Seller by wire transfer of immediately available funds to an account designated by Seller.

 (b) If, subsequent to the payment of the Purchase Price or the payment of any amounts due hereunder to either party, the
outstanding principal balance of any Mortgage Loan is found to be in error, or if for any reason the Purchase Price or such other amounts is found to be in error, the party benefiting from the error shall pay an amount sufficient to correct and
reconcile the Purchase Price or such other amounts and shall provide a reconciliation statement and other such documentation to reasonably satisfy the other party concerning the accuracy of such reconciliation. Such amounts shall be paid by the
proper party within ten (10) Business Days from receipt of satisfactory written verification of amounts due. 

Section 3.03 Accounts. 
 (a) Lockbox Account. Seller shall inform the Mortgagors of Mortgage Loans to remit their mortgage payments due on or after the Servicing Transfer Date to the Lockbox Account. All amounts on deposit
in the Lockbox Account will be maintained and applied in accordance with the Servicing Agreement. Payments of all Servicing Spread Collections received on and after the Servicing Transfer Date shall be transferred from the Lockbox Account to the
Third Party Controlled Current Spread Distribution Account within one Business Day of receipt and identification thereof and in any event, within two Business Days of receipt thereof, subject, however, to the rights and remedies of Agency pursuant
to the lien granted in its favor pursuant to the requirements of the GNMA Acknowledgment Agreement. If Seller receives any Servicing Spread Collections not remitted to the Lockbox Account or the Third Party Controlled Current Spread Distribution
Account, it shall hold such funds in trust for the benefit of the Purchaser and deposit such amounts to the Third Party Controlled Current Spread Distribution Account within two Business Days of receipt thereof. 

(b) Third Party Controlled Current Spread Distribution Account. 

(i) The Third Party Controlled Current Spread Distribution Account will be established with Wells Fargo Bank, National
Association or with such other third party custodian or trustee selected by Purchaser, for the sole purpose of receiving and disbursing all Servicing Spread Collections with respect to the Mortgage Loans, MSR Successor Proceeds, Sales Proceeds and
Repurchase Prices. The Third Party Controlled Current Spread Distribution Account will be established pursuant to the Current Spread Distribution Account Control Agreement with respect to which Purchaser is an Entitlement Holder with Control. So
long as permitted by the Current Spread Distribution Account Control Agreement, 

  
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Seller may direct the disposition of funds in the Third Party Controlled Current Spread Distribution Account strictly in accordance with the Priority of Payments. Upon any material breach of a
representation, warranty or covenant by Seller hereunder or during the occurrence and continuance of a Current Spread Reserve Account Deposit Event, Purchaser may elect to exercise Control over the Third Party Controlled Current Spread Distribution
Account. Seller agrees to take all actions reasonably necessary, including the filing of appropriate financing statements, to protect Purchaser’s interest in the Third Party Controlled Current Spread Distribution Account. 

(ii) Each of the Seller and the Purchaser shall remit any MSR Successor Proceeds received by such party after the Sale
Date directly to the Third Party Controlled Current Spread Distribution Account. The Purchaser shall remit any proceeds received by the Purchaser in connection with the sale of the Mortgage Servicing Rights and appointment of a successor servicer
following the termination of the Seller, as servicer of the Mortgage Loans, by the Agency in excess of MSR Successor Proceeds to the Seller, as directed by the Seller. 

(iii) Seller shall direct each payer of Sales Proceeds to remit such payments directly to the Third Party Controlled
Current Spread Distribution Account. 
 (iv) Seller shall direct Bank of America to remit (i) Servicing
Spread Collections received by it prior to the Servicing Transfer Date and (ii) any Repurchase Price under the Purchase and Sale Agreement, directly to the Third Party Controlled Current Spread Distribution Account. 

(v) If Seller receives any amounts required to be deposited into the Third Party Controlled Current Spread Distribution
Account in error, Seller shall promptly remit such funds to the Third Party Controlled Current Spread Distribution Account. 

(c) Current Spread Reserve Account. The Current Spread Reserve Account will be established with Wells Fargo Bank, National
Association or with such other third party custodian or trustee selected by Purchaser. The Current Spread Reserve Account will be established pursuant to the Current Spread Reserve Account Control Agreement with respect to which Purchaser is an
Entitlement Holder with Control. So long as permitted by the Current Spread Reserve Account Control Agreement, Seller may direct the disposition of funds in the Current Spread Reserve Account strictly in accordance with Section 3.05.
Seller agrees to take all actions reasonably necessary, including the filing of appropriate financing statements, to protect Purchaser’s interest in the Current Spread Reserve Account. 

  
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 If at any time Seller’s Consolidated Tangible Net Worth falls below the sum of
(x) $250,000,000 and (y) 50% of the proceeds from any issuance of equity on or after the date hereof by Seller, Nationstar Mortgage Holdings Inc. or any of Seller’s consolidated subsidiaries or if Seller (considered together with its
consolidated subsidiaries) defaults in any indebtedness in excess of $10,000,000 (individually or in the aggregate) (each, a “Current Spread Reserve Account Deposit Event”), Seller shall immediately notify Purchaser in writing that
a Current Spread Reserve Account Deposit Event has occurred. On each Distribution Date upon which a Current Spread Reserve Account Deposit Event has occurred and is continuing, Seller shall be required to transfer funds in the Third Party Controlled
Current Spread Distribution Account to the Current Spread Reserve Account in accordance with the Priority of Payments until the amount of funds in the Current Spread Reserve Account is equal to the Current Spread Reserve Account Required Amount. The
“Current Spread Reserve Account Required Amount” is equal to 25% of the fair market value as of the date the Current Spread Reserve Account Deposit Event that is then-continuing first occurred of the Total Servicing Spread expected
to be paid over the expected remaining life of the Mortgage Loans (the “Remaining Expected Total Servicing Spread”) determined in accordance with the following paragraph. Seller shall immediately notify Purchaser in writing if a
Current Spread Reserve Account Deposit Event is no longer continuing. Any funds in the Current Spread Reserve Account in excess of the Current Spread Reserve Account Required Amount shall be released to Seller. 

For purposes of determining the fair market value of the Remaining Expected Total Servicing Spread, Purchaser shall submit its claim for
determination of the fair market value of the Remaining Expected Total Servicing Spread, together with such back-up information it deems appropriate to justify such fair market value (which value shall be considered the fair market value of the
Remaining Expected Total Servicing Spread for purposes of calculating the Current Spread Reserve Account Required Amount until the final determination of such fair market value in accordance with this paragraph). Within five (5) Business Days
of Seller’s receipt of such determination, Seller shall notify Purchaser in writing of its acceptance or any objection to such determination of such fair market value, and if Seller objects to such determination, such notice shall include its
own determination of such fair market value and any back-up information as it deems appropriate to justify such fair market value (an “Objection Notice”). In the event an Objection Notice is delivered, the parties shall negotiate in
good faith a resolution to such objection. In the event that Seller and Purchaser are unable to resolve such objection within five (5) Business Days of the delivery of such Objection Notice, Seller and Purchaser shall appoint a mutually
acceptable nationally recognized valuation expert to determine such fair market value of the Remaining Expected Total Servicing Spread. The determination of such valuation expert shall be binding on Seller and Purchaser and the fees of such
valuation expert shall be borne by Seller. 
 (d) Agency Reserve Account. On the Closing Date, the Purchaser shall
establish the Agency Reserve Account, which shall be pledged to Ginnie Mae pursuant to the GNMA Acknowledgment Agreement. The Agency Reserve Account shall be available for Claims and Losses payable to Ginnie Mae pursuant to Section 8(d) of the
GNMA Acknowledgement Agreement. The Reserve Account Deposit Amount shall be deposited in the Agency Reserve Account pursuant to the Priority of Payments until the amounts on deposit in the Agency Reserve Account are equal to the Target Reserve
Account. On any Distribution Date, if the amount on deposit in the Agency Reserve Account exceeds the Target Reserve Amount, such excess shall be released to Purchaser. 

  
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 Section 3.04 Priority of Payments. 

On each Business Day, subject to the terms and conditions of the Current Spread Distribution Account Control Agreement, Seller (or, after
the delivery of an access termination notice pursuant to the Current Spread Distribution Account Control Agreement, Purchaser) shall direct the Bank to apply the monies in the Third Party Controlled Current Spread Distribution Account in the
following order of priority (the “Priority of Payments”), in every case, after giving effect to each prior item in the Priority of Payments on such Distribution Date: 

(a) first, on each Distribution Date, to pay to the parties necessary to cure the failure of the issuer to make a required
remittance to security holders then-outstanding under the Ginnie Mae Contract; 
 (b) second, from amounts in the Third
Party Controlled Current Spread Distribution Account attributable to MSR Successor Proceeds, pro rata, (A) the Current Excess Servicing Spread Percentage of such MSR Successor Proceeds to Purchaser, and (B) the Retained
Servicing Spread Percentage of such MSR Successor Proceeds to Seller; provided, that (I) prior to the distribution to Purchaser of any MSR Successor Proceeds pursuant to clause (A), such MSR Successor Proceeds shall be applied first, to
the payment to Seller of any Purchaser Enforcement Expenses then due and payable and second, to the payment of any indemnity payments then due and payable to a Seller Indemnitee pursuant to Section 11.02, and (II) prior to the
distribution to Seller of any MSR Successor Proceeds pursuant to clause (B), such MSR Successor Proceeds shall be applied first, to the payment of any Seller Enforcement Expenses then due and payable, second, to the payment of any indemnity payments
then due and payable to a Purchaser Indemnitee pursuant to Section 11.01 and third, for deposit to the Current Spread Reserve Account to the extent necessary to cause the amount of funds on deposit in the Current Spread Reserve Account
to equal the Current Spread Reserve Account Required Amount. 
 (c) third, on any Business Day from and including the
first Business Day of a calendar month to but excluding the Distribution Date in such calendar month, at the option of Seller, the Base Servicing Fee payable with respect to a prior Collection Period for the Mortgage Loans to Seller; 

(d) fourth, on each Distribution Date, to the extent not previously paid to Seller in accordance with Section 3.04(c),
any accrued and unpaid Base Servicing Fee to Seller; 

  
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 (e) fifth, on each Distribution Date, pro rata, (A) to Purchaser,
any Current Excess Servicing Spread for the prior Collection Period (other than the portion thereof consisting of MSR Successor Proceeds paid pursuant to Section 3.04(a)); and (B) to Seller, any Retained Servicing Spread for the
prior Collection Period (other than the portion thereof consisting of MSR Successor Proceeds paid pursuant to Section 3.04(a)); provided, that (I) prior to the distribution to Purchaser of any Current Excess Servicing Spread
pursuant to clause (A), the Current Excess Servicing Spread shall be applied first, to the Agency Reserve Account for the payment of the Reserve Account Deposit Amount, second, to the payment to Seller of any Purchaser
Enforcement Expenses then due and payable and third, to the payment of any indemnity payments then due and payable to a Seller Indemnitee pursuant to Section 11.02, and (II) prior to the distribution to Seller of any Retained
Servicing Spread pursuant to clause (B), the Retained Servicing Spread shall be applied first, to the payment of any Seller Enforcement Expenses then due and payable, second, to the payment of any indemnity payments then
due and payable to a Purchaser Indemnitee pursuant to Section 11.01 and third, for deposit to the Current Spread Reserve Account to the extent necessary to cause the amount of funds on deposit in the Current Spread Reserve
Account to equal the Current Spread Reserve Account Required Amount; and 
 (f) sixth, on each Distribution Date, to
Seller, any other amounts remaining on deposit in the Third Party Controlled Current Spread Distribution Account. 
 All
payments to Purchaser or Seller shall be made by wire transfer of immediately available federal funds to an account designated by Purchaser or Seller, as applicable. 
 Section 3.05 Withdrawals from the Current Spread Reserve Account. 
 On
any Business Day, at the instruction of Purchaser, Seller shall direct the Bank to apply funds in the Current Spread Reserve Account, if any, to the payment of indemnity payments payable to a Purchaser Indemnitee pursuant to
Section 11.01. If on any Business Day a Current Spread Reserve Account Deposit Event is not then continuing and all outstanding indemnity payments payable to Purchaser Indemnitees have been paid in full, Seller may direct the Bank to
distribute any remaining funds in the Current Spread Reserve Account to, or as directed by, Seller. If there are any funds remaining in the Current Spread Reserve Account after the Current Excess Servicing Spread and all indemnity payments payable
to Purchaser Indemnitees have been paid in full, Seller shall direct the Bank to distribute such remaining funds to, or as directed by, Seller. 
 Section 3.06 Payment to Seller of Base Servicing Fee. 
 Seller shall
be entitled to payment of the Base Servicing Fee only to the extent funds are available therefor in the Third Party Controlled Current Spread Distribution Account in accordance with the Priority of Payments. Under no circumstances shall Purchaser be
liable to Seller for payment of the Base Servicing Fee. In the event servicing of the Mortgage Loans is 

  
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transferred to sub-servicers for any reason, the servicing fees and expenses of such sub-servicers shall be paid by Seller and in no event will the amount of Servicing Spread Collections or MSR
Successor Proceeds otherwise allocable to the Current Excess Servicing Spread be reduced due to the payment of sub-servicing fees and expenses. 
 Section 3.07 Intent and Characterization. 
 (a) Seller and Purchaser
intend that the sale of the Current Excess Servicing Spread pursuant to this Agreement constitutes a valid sale of such Current Excess Servicing Spread from Seller to Purchaser, conveying good title thereto free and clear of any Lien other than
Permitted Liens, and that the beneficial interest in and title to the Current Excess Servicing 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 Current Excess Servicing 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 Current Excess Servicing 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 Current Excess Servicing Spread and all proceeds thereof as security for a loan in an amount equal to the Purchase Price. 

ARTICLE IV 

[RESERVED] 

ARTICLE V 

REPRESENTATIONS AND WARRANTIES OF SELLER 
 As an inducement to Purchaser to enter into this Agreement, Seller represents and warrants to Purchaser as of the Agreement Date and the Sale Date (or as of the date specified below, as applicable):

 Section 5.01 Due Organization and Good Standing. 

Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware.
Seller is qualified to transact business in each jurisdiction in which such qualification is deemed necessary to service the Mortgage Loans. 

  
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Seller has, in full force and effect (without notice of possible suspension, revocation or impairment), all required permits, approvals, licenses, and registrations to conduct all activities in
all states in which its activities with respect to the Mortgage Loans or the Mortgage Servicing Rights require it to be licensed, registered or approved in order to service the Mortgage Loans and own the Mortgage Servicing Rights, unless the failure
to obtain such permits, approvals, licenses and registrations would not reasonably be expected to have a material adverse effect on Seller’s ability to perform its obligations under this Agreement or the other Transaction Documents to which it
is a party. 
 Section 5.02 Authority and Capacity. 

Seller has all requisite limited liability company power, authority and capacity, subject to the approvals required pursuant to
Section 5.03, to enter into this Agreement and each other Transaction Document to which it is a party and to perform the obligations required of it hereunder and thereunder. The execution and delivery of this Agreement and each other
Transaction Document to which Seller is a party and the consummation of the transactions contemplated hereby and thereby have each been duly and validly authorized by all necessary limited liability company action. This Agreement and each other
Transaction Document to which it is a party has been duly executed and delivered by Seller. This Agreement constitutes, and each other applicable Transaction Document to which Seller is a party constitutes or will constitute, a valid and legally
binding agreement of Seller enforceable in accordance with its terms, and no offset, counterclaim or defense exists to the full performance by Seller of this Agreement or such other Transaction Document, except as the same may be limited by
bankruptcy, insolvency, reorganization and similar laws affecting the enforcement of creditors’ rights generally and by general equity principles. 
 Section 5.03 Agency Agreements. 
 Seller will have obtained the GNMA
Acknowledgement Agreement and all other necessary approvals, agreements and consents, if any, of the Agency with respect to the Transaction Documents on or prior to the Sale Date. 

Section 5.04 Title to the Mortgage Servicing Rights. 

As of the Closing Date, Seller will be the lawful owner of the Mortgage Servicing Rights, will be responsible for the maintenance of the
Related Escrow Accounts, and will have the sole right and authority to transfer the Current Excess Servicing Spread as contemplated hereby. The transfer, assignment and delivery of the Current Excess Servicing Spread shall be subject to the
Agency’s rights under the Ginnie Mae Contract and shall be free and clear of any and all claims, charges, defenses, offsets, Liens and encumbrances of any kind or nature whatsoever, other than such Agency rights and Permitted Liens. 


  
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 Section 5.05 Effective Agreements. 

The execution, delivery and performance of this Agreement and each other Transaction Document that has been executed by Seller,
compliance with the terms hereof and thereof and the consummation of the transactions contemplated hereby and thereby did not, and will not, violate, conflict with, result in a breach of, constitute a default under, be prohibited by or require any
additional approval under its certificate of formation or limited liability company agreement, any instrument or agreement to which it is a party or by which it is bound or which affects the Current Excess Servicing Spread, or any state or federal
law, rule or regulation or any judicial or administrative decree, order, ruling or regulation applicable to it or to the Current Excess Servicing Spread. 
 Section 5.06 No Accrued Liabilities. 
 There are no accrued
liabilities of Seller with respect to the Mortgage Loans or the Mortgage Servicing Rights or circumstances under which such accrued liabilities will arise against Purchaser as purchaser of the Current Excess Servicing Spread. 

Section 5.07 Seller/Servicer Standing. 
 Seller is a Ginnie Mae issuer and a HUD approved mortgagee/servicer in good standing with the requisite financial criteria and adequate resources to complete the transactions contemplated hereby on the
conditions stated herein. No event has occurred, including but not limited to a change in insurance coverage, which would make Seller unable to comply with Ginnie Mae and HUD eligibility requirements or which would require notification to the Agency
or HUD. Furthermore, if at any time prior to the termination of this Agreement, the Seller is unable to comply with any of Ginnie Mae or HUD eligibility requirements, it shall immediately notify the Purchaser that it is no longer a Ginnie Mae
approved issuer or a HUD approved mortgagee/servicer of mortgage loans. 
 Section 5.08 MERS Membership.

 Seller is a member in good standing under the MERS system. 

Section 5.09 Agency Set-off Rights. 
 Seller has no actual notice, including any notice received from the Agency, or any reason to believe, that, other than in the normal course of Seller’s business, any circumstances exist that would
result in Seller being liable to the Agency for any amount due by reason of: (i) any breach of servicing obligations or breach of mortgage selling warranty to the Agency under servicing agreements relating to Seller’s entire servicing
portfolio for the Agency (including any unmet mortgage repurchase obligation), (ii) any unperformed obligation with respect to mortgage loans that Seller is servicing for the Agency under the regular servicing option or other mortgages


  
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subject to recourse agreements, (iii) any loss or damage to the Agency by reason of any inability to transfer to a purchaser of the servicing rights Seller’s selling and servicing
representations, warranties and obligations, or (iv) any other unmet obligations to the Agency under a servicing contract relating to Seller’s entire servicing portfolio with the Agency. 

Section 5.10 Ability to Perform; Solvency. 
 Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement. Seller is Solvent and the sale of the Current Excess
Servicing Spread will not cause Seller to become insolvent. The sale of the Current Excess Servicing Spread is not undertaken to hinder, delay or defraud any of the creditors of Seller. The consideration received by Seller upon the sale of the
Current Excess Servicing Spread constitutes fair consideration and reasonably equivalent value therefor. 
 Section 5.11
Material Documents. 
 Seller has provided Purchaser with executed copies of all material agreements and documents, and
any amendments thereto, relating to Seller’s acquisition of the Mortgage Servicing Rights and the servicing of the Mortgage Loans. 
 Section 5.12 Obligations with Respect to Origination. 
 Seller shall
remain liable for all obligations with respect to the origination of each Mortgage Loan and, if applicable, for all obligations with respect to the sale of such Mortgage Loan to the Agency. 

Section 5.13 No Actions. 
 There have not been commenced or, to the best of Seller’s knowledge, threatened, any action, suit or proceeding which will likely materially and adversely affect the consummation of the transactions
contemplated by any Transaction Document. 
 ARTICLE VI 

REPRESENTATIONS AND WARRANTIES AS TO MORTGAGE 
 LOANS AND SERVICING 
 As further inducement to Purchaser to enter
into this Agreement, Seller represents and warrants to Purchaser, as of the Agreement Date and the Sale Date (or as of the date specified below, as applicable): 

  
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 Section 6.01 Servicing Agreements; Applicable Laws. 

The originator of the Mortgage Loan and each prior owner of the Mortgage Servicing Rights has each performed its obligations in all
material respects in accordance with the terms of the related Mortgage Note, Mortgage, Servicing Agreements and Applicable Law. 
 Section 6.02 Related Escrow Accounts. 
 All Related Escrow Accounts
are being, and have been, maintained in accordance with Applicable Law and in accordance with the Servicing Agreements and the terms of the related Mortgages and other Mortgage Loan Documents; and, except as to payments which are past due under
Mortgage Notes, all balances required by the Mortgages or other Mortgage Loan Documents to be paid to Seller for the account of the Mortgagors are on deposit in the appropriate Related Escrow Account. 

Section 6.03 Accuracy of Servicing Information. 
 The information in the Data Tape dated as of November 30, 2012 is true and correct in all material respects as of the date specified therein; provided that if there is no date specified in the Data
Tape, as of November 30, 2012. 
 Section 6.04 No Purchaser Responsibility. 

Purchaser shall have no responsibility, liability or other obligation whatsoever under any Servicing Agreement or with respect to any
Mortgage Loan, or to make any advance thereunder, to pay any servicing fees thereunder or for repurchase or origination claims thereunder. 
 Section 6.05 Location of Credit Files. 
 All of the Mortgage Loan
Documents are or upon delivery by Bank of America will be held by Custodians, or if held by the Seller, in the locations specified in Exhibit E, unless temporarily removed for enforcement purposes in the normal course of servicing. Seller
will notify Purchaser in writing of any changes in locations of the Mortgage Loan Documents held by the Seller in Exhibit E. 
 Section 6.06 Representations Concerning the Current Excess Servicing Spread. 
 (a) Seller has not assigned, pledged, conveyed, or encumbered the Current Excess Servicing Spread to any other Person (other than Permitted Liens) and immediately prior to the sale of the Current Excess
Servicing Spread on the Sale Date, Seller was the sole owner of the Current Excess Servicing Spread and had good and marketable title thereto (subject to the rights of the Agency under the Servicing Agreements, free and clear of all Liens


  
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(other than Permitted Liens), and no Person, other than Purchaser, has any Lien (other than Permitted Liens) on the Current Excess Servicing Spread. No security agreement, financing statement,
equivalent security or lien instrument or continuation statement covering all or any part of the Current Excess Servicing Spread which has been signed by Seller or which Seller has authorized any other Person to sign or file or record, is on file or
of record with any public office, except such as may have been terminated or filed by or on behalf of Purchaser. 
 (b) The sale
by Seller to Purchaser of the Current Excess Servicing Spread does not and will not violate any Requirement of Law, the effect of which violation is to render void or voidable such sale. 

(c) As contemplated under Section 3.07(b), upon the filing of financing statements on Form UCC-1 naming Purchaser as
“Secured Party” and Seller as “Debtor”, and describing the Current Excess Servicing Spread, in the jurisdictions and recording offices listed on Exhibit I attached hereto, the Seller has taken all steps necessary under the
UCC to perfect the sale of the Current Excess Servicing Spread to Purchaser and all right, title and interest of Purchaser in, to and under the Current Excess Servicing Spread. 

(d) Purchaser has and will continue to have the full right, power and authority to pledge the Current Excess Servicing Spread, and the
Current Excess Servicing Spread may be further assigned without any requirement, in each case, subject only to the Agency’s consent. 
 (e) Each Servicing Agreement constitutes an Eligible Servicing Agreement. 

ARTICLE VII 
 REPRESENTATIONS AND WARRANTIES OF PURCHASER 
 As an inducement to
Seller to enter into this Agreement, Purchaser represents and warrants to Purchaser as of the Agreement Date and the Sale Date (or as of the date specified below, as applicable): 

Section 7.01 Due Organization and Good Standing. 
 Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. Purchaser is qualified to transact business in each jurisdiction in
which such qualification is deemed necessary. 

  
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 Section 7.02 Authority and Capacity. 

Purchaser has all requisite limited liability company power, authority and capacity to enter into this Agreement and each other
Transaction Document to which it is a party and to perform the obligations required of it hereunder and thereunder. The execution and delivery of this Agreement and each other Transaction Document to which it is a party and the consummation of the
transactions contemplated hereby and thereby have each been duly and validly authorized by all necessary limited liability company action. This Agreement constitutes, and each other applicable Transaction Document to which Purchaser is a party
constitutes or will constitute, a valid and legally binding agreement of Purchaser enforceable in accordance with its terms, and no offset, counterclaim or defense exists to the full performance by Purchaser of this Agreement or such other
Transaction Document, except as the same may be limited by bankruptcy, insolvency, reorganization and similar laws affecting the enforcement of creditors’ rights generally and by general equity principles. 

Section 7.03 Effective Agreements. 
 The execution, delivery and performance of this Agreement and each other Transaction Document to which it is a party by Purchaser, its compliance with the terms hereof and thereof and the consummation of
the transactions contemplated hereby and thereby will not violate, conflict with, result in a breach of, constitute a default under, be prohibited by or require any additional approval under its certificate of formation or limited liability company
agreement, any instrument or agreement to which it is a party or by which it is bound, or any state or federal law, rule or regulation or any judicial or administrative decree, order, ruling or regulation applicable to it, in each case which
violation, conflict, breach or requirement would reasonably be expected to have a material adverse effect on Purchaser’s ability to perform its obligations under this Agreement and any other Transaction Document to which it is a party.

 Section 7.04 Sophisticated Investor. 
 Purchaser is a sophisticated investor and its decision to acquire the Current Excess Servicing Spread is based upon Purchaser’s own independent experience, knowledge, due diligence and evaluation of
this transaction. Purchaser has relied solely on such experience, knowledge, due diligence and evaluation and has not relied on any oral or written information provided by Seller other than the representations and warranties made by Seller herein.

 Section 7.05 No Actions 
 There shall not have been commenced or, to the best of Purchaser’s knowledge, threatened any action, suit or proceeding against the Purchaser that will likely materially and adversely affect the
consummation of the transactions contemplated hereby. 

  
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 ARTICLE VIII 
 SELLER COVENANTS 
 Seller covenants and agrees as follows:

 Section 8.01 Servicing Obligations. 
 (a) Seller shall (or, prior to the Servicing Transfer Date, shall cause the Interim Servicer to,) pay, perform and discharge all liabilities and obligations relating to the Servicing, including all
liabilities and obligations under the Mortgage Loan Documents, Applicable Law and the Servicing Agreements; and shall pay, perform and discharge all the rights, obligations and duties with respect to the Related Escrow Accounts as required by the
Agency, the Servicing Agreements, the Mortgage Loan Documents, all Applicable Law and in accordance with the Purchase and Sale Agreement. 
 (b) Under no circumstances shall Purchaser be responsible for the Servicing acts and omissions of Seller or any other servicer or any originator of the Mortgage Loans, or for any servicing related
obligations or liabilities of any servicer in the Servicing Agreements or of any Person under the Mortgage Loan Documents, or for any other obligations or liabilities of Seller or Bank of America. 

(c) Upon termination of any Servicing Agreement, Seller shall remain liable to Purchaser and the Agency for all liabilities and
obligations incurred by the servicer or its designee while Seller or its designee was acting as the servicer thereunder. 
 (d)
Seller shall conduct quality control reviews of its servicing operations in accordance with industry standards and the requirements of the Agency. 
 Section 8.02 Cooperation; Further Assurances. 
 Seller shall cooperate
with and assist Purchaser, as reasonably requested, in carrying out the purposes of this Agreement. Seller will cooperate and assist Purchaser, as reasonably requested and at the reasonable expense of Purchaser (except as provided in
Section 12.01), in obtaining consents from the Agency as may be required or advisable to assign, transfer, deliver, hypothecate, pledge, subdivide, finance or otherwise deal with the Current Excess Servicing Spread. If Seller is
terminated under any Servicing Agreement, Seller shall cooperate fully and at its own expense in transferring such Servicing. If Purchaser assigns all or any portion of the Current Excess Servicing Spread or its other rights under this Agreement to
a Third Party Assignee, Seller will cooperate and assist any Third Party Assignee in drafting and entering into a Third Party Current Spread Agreement in accordance with Section 12.16. 

  
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 Section 8.03 Financing Statements. 

Seller hereby authorizes the filing of any financing statements or continuation statements, and amendments to financing statements, in
any jurisdictions and with any filing offices as Purchaser may determine, in its sole discretion, are necessary or advisable to perfect the sale of the Current Excess Servicing Spread granted to Purchaser in connection herewith. Seller agrees to
execute financing statements in form reasonably acceptable to Purchaser and Seller at the request of Purchaser in order to reflect Purchaser’s interest in the Current Excess Servicing Spread. 

Section 8.04 Supplemental Information. 
 From time to time after the Sale Date, Seller promptly shall furnish Purchaser such incidental information, which is reasonably available to Seller, supplemental to the information contained in the
documents and schedules delivered pursuant to this Agreement, as may reasonably be requested to monitor performance of the Mortgage Loans and the payment of the Current Excess Servicing Spread. 

Section 8.05 Access to Information. 
 From time to time, at such times as are reasonably convenient to Seller, Purchaser or its designees may conduct audits or visit and inspect (a) any of the Mortgage Loans or places where the Credit
Files are located, to examine the Credit Files, internal controls and procedures maintained by Seller and its agents, and take copies and extracts therefrom, and to discuss Seller’s affairs with its officers, employees and, upon notice to
Seller, independent accountants. Seller hereby authorizes such officers, employees and independent accountants to discuss with Purchaser the affairs of Seller and (b) the Seller’s servicing facilities for the purpose of satisfying the
Purchaser that Seller, has the ability to service the Mortgage Loans related to Mortgage Servicing Rights in accordance with the standards set forth in the applicable Servicing Agreement. Any audit provided for herein will be conducted in accordance
with Seller’s rules respecting safety and security on its premises, in accordance with applicable privacy and confidentiality laws and without materially disrupting operations. 

Section 8.06 Home Affordable Modification Program. 
 With respect to any Mortgage Loans that have been modified or that are or will be in a modification trial period as part of the U.S. Department of the Treasury’s Home Affordable Modification Program
(“HAMP”) (such Mortgage Loans, the “HAMP Loans”), Seller represents and warrants that it will continue to service such HAMP Loan in accordance with the HAMP terms and will ensure the timely compliance and filing of
any appropriate HAMP documentation with the applicable regulator. 

  
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 Section 8.07 Distribution Date Data Tapes and Reports. 

Seller shall deliver the following to Purchaser two Business Days prior to each Distribution Date: 

(a) An Electronic Data File in form and substance acceptable to Purchaser containing, for each Mortgage Loan, principal, interest and
Servicing Spread Collections, and delinquency status (i.e. 30, 60, 90, FCL, REO) as of the last day of the prior Collection Period; 
 (b) A Summary Activity Report with respect to the Mortgage Loans with respect to the prior Collection Period containing: 

(i) aggregate beginning principal balance as of the first and last date of the Collection Period, 

(ii) aggregate regular principal collected, 

(iii) aggregate noncash principal, 

(iv) aggregate interest collected, 

(v) aggregate liquidation principal, 

(vi) aggregate curtailments, 
 (vii) liquidations, 
 (viii) short sales, 

(ix) (1) for each Mortgage Loan, the principal balance, the applicable servicing spread, the final maturity date, the
mortgage, interest rate, the loan-to-value ratio and the FICO score, and (2) for each Mortgage Loan that was refinanced by a lender other than Seller or an affiliate thereof, to the extent such information is known to Seller in the ordinary
course of business and the collection and delivery of such information does not impose any additional and undue burden on Seller, the name of such lender and the mortgage interest rate of the newly originated residential mortgage loan; 

  
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 (c) A Delinquency Report with respect to the Mortgage Loans containing: 

(i) The aggregate outstanding principal balance of the Mortgage Loans and percentages of the aggregate outstanding
principal balance of the Mortgage Loans in each of the following categories as of the last day of the prior Collection Period: 
 (1) Current Mortgage Loans, 
 (2) 0-29 days delinquent,

 (3) 30-59 days delinquent, 

(4) 60-89 days delinquent, 
 (5) 90 days or more delinquent, 
 (6) Mortgage Loans in
Foreclosure, 
 (7) Mortgage Loans with respect to which the related Mortgaged Properties have become real
estate owned properties, and 
 (8) Mortgage Loans in which the Mortgagor is in bankruptcy; 

(ii) For each of the above categories, a roll report showing the migration of Mortgage Loans in such category from the
last day of the second prior Collection Period; 
 (d) A Disbursement Report for such Distribution Date containing: 

(i) The Servicing Spread Collections for the prior Collection Period, 

(ii) The Base Servicing Fee paid to Seller, 

  
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 (iii) The amount of the Current Excess Servicing Spread paid to Purchaser,

 (iv) The amount of funds, if any, transferred to the Current Spread Reserve Account, 

(v) The amount of Purchaser Indemnitees, if any, paid from each of the Third Party Controlled Current Spread Distribution
Account or the Current Spread Reserve Account, and 
 (vi) The amount of funds paid to Seller from the Current
Spread Reserve Account. 
 Section 8.08 Financial Statements and Officer’s Certificates. 

(a) If Seller’s financial statements are not filed with the U.S. Securities and Exchange Commission and are not publicly available,
Seller shall deliver to Purchaser copies of Seller’s most recent audited quarterly financial statements within 45 days of the end of each of Seller’s fiscal quarters and its most recent audited annual financial statements within 90 days of
the end of each of Seller’s fiscal years. 
 (b) Within 45 days of the end of each of Seller’s fiscal quarters, Seller
shall deliver to Purchaser a certificate from a duly authorized officer of Seller certifying (i) whether or not Seller has a Consolidated Tangible Net Worth of at least the sum of (x) $250,000,000 and (y) 50% of the proceeds from any
issuance of equity on or after the date hereof by Seller, Nationstar Mortgage Holdings Inc. or any of Seller’s consolidated subsidiaries (and shall provide a calculation of its determination of its Consolidated Tangible Net Worth) and
(ii) whether or not Seller (considered together with its consolidated subsidiaries) is in default in any indebtedness in excess of $10,000,000 (individually or in the aggregate). 

Section 8.09 Monthly Management Calls. 
 Within five Business Days after each Distribution Date, Seller shall make its management team and other appropriate officers and employees available to Purchaser to discuss by telephone the performance of
the Mortgage Loans and the performance of the parties under the Transaction Documents. 

  
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 Section 8.10 Timely Payment of Agency Obligations. 

Seller shall pay all of its obligations to the Agency in a timely manner so as to avoid exercise of any right of set-off by the Agency
against Seller. 
 Section 8.11 Servicing Agreements. 

After the Servicing Transfer Date, Seller will service the Mortgage Loans in accordance with Accepted Servicing Practices and will
perform its obligations in all material respects in accordance with the Servicing Agreements and Applicable Law. In particular, without limitation, after the Servicing Transfer Date, Seller shall comply with any advancing obligation under the
Servicing Agreements. Without the express written consent of Purchaser (which consent may be withheld in its absolute discretion), Seller shall not (a) cancel, terminate or amend any Mortgage Servicing Rights, (b) expressly provide any
required consent to any termination, amendment or modification of any Servicing Agreements either verbally or in writing, (c) expressly provide any required consent to any termination, amendment or modification of any other servicing agreements
or enter into any other agreement or arrangement with the Agency that may be reasonably material to Purchaser either verbally or in writing, (d) expressly or verbally waive any material default under or breach of any Servicing Agreement by the
Agency that may be material to the Purchaser (in the Purchaser’s reasonable determination) or (e) take any other action in connection with any such Servicing Agreement that would impair in any material respect the value of the interests or
rights of the Purchaser hereunder. Seller shall conduct its business and perform its obligations under the Servicing Agreements in a manner such that the Agency will not have cause to terminate any Servicing Agreement. Notwithstanding the foregoing,
in no event will the prohibitions contained in this Section 8.11 apply to any amendments or modifications of the Servicing Agreements applicable to Mortgage Loans owned by Seller which do not affect the Current Excess Servicing Spread with
respect to such Mortgage Loans and are not reasonably material to the Purchaser. 
 The Seller shall monitor the obligations of
the Interim Servicer to service and administer the Mortgage Loans in accordance with the terms of the Servicing Agreement. 

Section 8.12 Transfer of Mortgage Servicing Rights. 

If Seller intends to assign, transfer or sell any of its Mortgage Servicing Rights to a replacement servicer, to the extent permitted by
applicable law, (a) Seller shall consult with Purchaser and Purchaser shall participate in the assignment, transfer and sale of such Mortgage Servicing Rights, and (b) Seller shall obtain the written consent of Purchaser, granted by the
Purchaser in its sole discretion, prior to any assignment, transfer or sale thereof. 

  
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 Section 8.13 Consents to Transaction Documents. 

Seller shall not terminate, amend, amend and restate, modify or waive any conditions or provisions of any Transaction Document without
the express written consent of Purchaser, which consent shall not be unreasonably withheld, delayed or conditioned. 

Section 8.14 Accounts. 
 Seller shall inform the Mortgagors of Mortgage Loans at its own expense to remit their mortgage payments to the Lockbox Account, and any change in such instructions shall only be permitted with the
express written consent of Purchaser. 
 Section 8.15 Notification of Certain Events. 

Seller shall promptly notify Purchaser of any event which, with the passage of time, could reasonably be expected to result in a
termination of any servicing agreement between (i) Seller and the Agency, (ii) Seller and Fannie Mae or (iii) Seller and Freddie Mac. Seller shall provide Purchaser with copies of any notices from the Agency, Fannie Mae or Freddie Mac
of any breach, potential breach, default or potential default by Seller under any servicing agreement between Seller and the Agency, Fannie Mae or Freddie Mac and with copies of any notices from the Agency, Fannie Mae or Freddie Mac of any
termination, potential termination or threatened termination of any servicing agreement entered into between (i) Seller and the Agency, (ii) Seller and Fannie Mae or (iii) Seller and Freddie Mac. Seller shall promptly forward copies
of any material notices received from the Agency or from any Governmental Authority with respect to the Mortgage Loans. Seller shall provide Purchaser with (a) copies of all amendments to the Transaction Documents, the Servicing Agreements
(other than with respect to Mortgage Loans owned by Seller) and the agreements relating to Seller’s acquisition of the Mortgage Servicing Rights, (b) with respect to Mortgage Loans owned by Seller, copies of all material amendments to the
Servicing Agreements, and (c) copies of any other agreements Seller enters into with the Agency that may be reasonably material to Purchaser, in each case, promptly after execution thereof. 

Section 8.16 Financing; Pledge of Current Excess Servicing Spread. 

Seller shall not pledge, obtain financing for, or otherwise permit any Lien of any creditor of Seller to exist on, any portion of the
Servicing Spread Collections without the prior written consent of Purchaser. Seller’s financial statements shall contain footnotes indicating that the Current Excess Servicing Spread has been sold, and Seller does not maintain any ownership
interest therein. 

  
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 Section 8.17 Existence, etc. 

Seller shall: 

(a) preserve and maintain its legal existence, good standing and all of its material licenses required to service the Mortgage Loans;

 (b) comply with the requirements of all Applicable Laws, rules, regulations and orders of Governmental Authorities (including
truth in lending and real estate settlement procedures) if failure to comply with such requirements could be reasonably likely (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations
hereunder or under any other Transaction Document; 
 (c) keep adequate records and books of account, in which complete entries
will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all
other reserves; 
 (d) not move its chief executive office or chief operating office from the addresses referred to in
Exhibit I unless it shall have provided Purchaser not less than thirty (30) days prior written notice of such change; 
 (e) pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or its income or profits or on any of its property prior to the date on which penalties attach
thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller and its subsidiaries shall file on a timely
basis all federal, and material state and local tax and information returns, reports and any other information statements or schedules required to be filed by or in respect of it; 

(f) keep in full force and effect the provisions of its charter documents, by-laws, operating agreements or similar organizational
documents in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Documents; 
 (g) keep in full force and effect all agreements and instruments by which it or any of its properties may be bound and all applicable decrees, orders and judgments, in each case to the extent reasonably
necessary to perform its obligations hereunder or under any other Transaction Document; 

  
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 (h) maintain its status as a Ginnie Mae issuer and as a HUD approved mortgagee/servicer;
and 
 (i) comply with its obligations under the Transaction Documents to which it is a party, and each other agreement entered
into with the Agency. 
 Section 8.18 Consent to Sub-Servicing. 

Subject to the rights of the Agency and except as contemplated under the Purchase and Sale Agreement with respect to transition services
thereunder, Seller will not permit any Person other than Seller to service or sub-service the Mortgage Loans without the prior written consent of Purchaser, in each case other than (i) the Interim Servicer (prior to the Servicing Transfer Date)
and (ii) third-party vendors customarily employed by servicers in the ordinary course of business in accordance with prudent mortgage servicing practices. 
 Section 8.19 Nonpetition Covenant. 
 Seller shall not, prior to the
date that is one year and one day after the payment in full of the Current Excess Servicing Spread, petition or otherwise invoke the process of any court or governmental authority for the purpose of commencing or sustaining a case against Purchaser
under any insolvency law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of Purchaser or any substantial part of its property, or ordering the winding up or liquidation of the affairs of
Purchaser. 
 Section 8.20 Data Tape; Schedule of Mortgage Loans. 

The information in the Data Tape delivered to Purchaser on the Sale Date will be true and correct in all material respects as of the date
specified. Seller shall maintain the Schedule of Mortgage Loans, which shall be updated as of the Sale Date. The information in the Schedule of Mortgage Loans pertaining to the Mortgage Loans and the Mortgage Servicing Rights will be true and
correct in all material respects as of the date specified. 
 Section 8.21 Insurance. 

The Seller shall maintain (a) general liability insurance, (b) errors and omission insurance or blanket bond coverage and
(c) fidelity bond insurance, in each case, from reputable companies with coverage in amounts customarily maintained by such similarly situated entities in the same jurisdiction and industry as the Seller. 

  
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 Section 8.22 Defense of Title. 

The Seller warrants and will defend the right, title and interest of the Purchaser in and to the Current Excess Servicing Spread against
all adverse claims and demands subject to Permitted Liens. 
 Section 8.23 Refinancing of Mortgage Loans.

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

 CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER 

The obligations of Purchaser under this Agreement and under the Assignment Agreement are subject to the satisfaction of the following
conditions as of the Sale Date: 
 Section 9.01 Correctness of Representations and Warranties. 

The representations and warranties made by Seller in this Agreement and each other Transaction Document to which Seller is a party to be
made on or prior to the Sale Date are true and correct in all material respects. 
 Section 9.02 Compliance with
Conditions. 
 All of the terms, covenants, conditions and obligations of this Agreement and each other Transaction Document
required to be complied with and performed by Seller and Bank of America on or prior to the Sale Date shall have been duly complied with and performed in all material respects. 

Section 9.03 Corporate Resolution. 
 Receipt by the Purchaser of a certified copy of the Seller’s corporate resolution approving the execution and delivery of this Agreement and the other Transaction Documents and the consummation of
the transactions contemplated hereby and thereby, together with such other certificates of incumbency and other evidences of corporate authority as Purchaser or its counsel may reasonably request. 

  
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 Section 9.04 No Material Adverse Change. 

From the Agreement Date, there shall not have been any change to Seller’s financial or operating condition, or in the Mortgage
Servicing Rights, the Mortgage Loans, the Related Escrow Accounts or to Seller’s relationship with, or authority from, the Agency, that in each case will likely materially and adversely affect the consummation of the transactions contemplated
hereby or the Current Excess Servicing Spread. 
 Section 9.05 Consents. 

Seller shall have obtained all consents, approvals or other requirements of third parties required for the consummation of the
transactions contemplated by the Transaction Documents, including Agency approval as contemplated by Section 5.03 and the Seller shall have commenced servicing the Mortgage Loans under the applicable Servicing Agreement. All actions of
all Governmental Authorities required to consummate the transactions contemplated by the Transaction Documents and the documents related thereto shall have been obtained or made. 

Section 9.06 Delivery of Transaction Documents. 
 Seller shall have delivered to the Purchaser copies of each executed Transaction Document that is to be entered into on or prior to such date and each of the items required to be delivered pursuant to
Section 2.04 hereof. 
 Section 9.07 Certificate of Seller. 

Seller shall have provided Purchaser a certificate, substantially in the form attached hereto as Exhibit C, signed by an
authorized officer of Seller dated as of such date, applicable to the transactions contemplated by this Agreement, to the effect that: (a) each of Seller’s representations and warranties made in this Agreement and each other Transaction
Document to which Seller is a party is true and correct in all material respects as of such date; (b) all of the terms, covenants, conditions and obligations of this Agreement and each other Transaction Document to which Seller is a party that
are required to be complied with and performed by Seller at or prior to the Sale Date have been duly complied with and performed in all material respects; (c) the conditions set forth in Section 9.04 and Section 9.05
have been satisfied; and (d) as of the Sale Date, Seller has a Consolidated Tangible Net Worth of at least the sum of (x) $250,000,000 and (y) 50% of the proceeds from any issuance of equity on or after the date hereof by Seller,
Nationstar Mortgage Holdings Inc. or any of Seller’s consolidated subsidiaries, and the Seller (considered together with the Seller’s consolidated subsidiaries) is not in default in any indebtedness in excess of $10,000,000 (individually
or in the aggregate). 

  
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 Section 9.08 Valuation. 

Purchaser shall have received an opinion reasonably satisfactory to Purchaser that the Base Servicing Fee of the Mortgage Loans and the
Purchase Price of the Current Excess Servicing Spread is fair and reasonable. 
 Section 9.09 Opinions of Counsel.

 Seller’s counsel shall have delivered the Opinions of Counsel required pursuant to Section 2.04(a)(ix),
Section 2.04(a)(x) and Section 2.04(a)(xi). 
 Section 9.10 Acquisition of Mortgage Servicing
Rights by Seller. 
 Seller shall have acquired the Mortgage Servicing Rights and the other Purchased Assets from Bank of
America pursuant to the Purchase and Sale Agreement as of the Sale Date. 
 Section 9.11 Good Standing Certificate of
Seller. 
 Seller shall have provided Purchaser a certificate of good standing of Seller, dated as of a date within five
(5) Business Days prior to the Sale Date. 
 Section 9.12 No Actions or Proceedings. 

No action, suit, proceeding or investigation by or before any Governmental Authority shall have been instituted to restrain or prohibit
the consummation of, or to invalidate, any of the transactions contemplated by this Agreement and the documents related hereto in any material respect. 
 Section 9.13 Fees, Costs and Expenses. 
 The fees, costs and expenses
payable by the Seller on or prior to the Sale Date pursuant to Section 12.01 hereof and any other Transaction Document shall have been paid. 

  
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 ARTICLE X 
 CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER 
 The obligations of
Seller under this Agreement are subject to the satisfaction of the following conditions as of the Sale Date, as applicable: 

Section 10.01 Correctness of Representations and Warranties. 

The representations and warranties made by Purchaser in this Agreement to be made on or prior to the Agreement Date or Sale Date, as
applicable, are true and correct in all material respects as of the date thereof. 
 Section 10.02 Compliance with
Conditions. 
 All of the terms, conditions, covenants and obligations of this Agreement required to be complied with and
performed by Purchaser on or prior to the Sale Date shall have been duly complied with and performed in all material respects as of the date thereof. 
 Section 10.03 Corporate Resolution. 
 As of the date hereof, Seller
shall have received from Purchaser a certified copy of its corporate resolution approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, together with such other certificates of incumbency
and other evidences of corporate authority as Seller or its counsel may reasonably request. 
 Section 10.04 No
Material Adverse Change. 
 Since the Agreement Date, there shall not have been any change to Purchaser’s financial
condition that will likely materially and adversely affect the consummation of the transactions contemplated hereby. 

Section 10.05 Certificate of Purchaser. 
 Purchaser shall have provided Seller a certificate, substantially in the form attached hereto as Exhibit D, signed by an authorized officer of Purchaser dated as of such date, applicable to the
transactions contemplated by this Agreement, to the effect that: (a) each of Purchaser’s representations and warranties made in this Agreement is true and correct in all material respects as of such date; (b) all of the terms,
covenants, conditions and obligations of this Agreement required to be complied with and performed by Purchaser at or prior to the Sale Date have been duly complied with and performed in all material respects; and (c) the condition set forth in
Section 10.04 has been satisfied. 
 Section 10.06 Good Standing Certificate of Purchaser. 

Purchaser shall have provided Seller a certificate of good standing of Purchaser, dated as of a date within five (5) Business Days
prior to the Sale Date. 

  
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 ARTICLE XI 
 INDEMNIFICATION; CURE 
 Section 11.01 Indemnification by
Seller. 
 (a) Seller shall indemnify, defend and hold Purchaser, its affiliates and its and their respective directors,
managers, officers, employees, agents, representatives and advisors (the “Purchaser Indemnitees”) harmless from and shall reimburse the applicable Purchaser Indemnitee for any Losses suffered or incurred by any Purchaser Indemnitee
after the Sale Date which result from: 
 (i) Any material breach of a representation or warranty by Seller, or
non-fulfillment of any covenant or obligation of Seller, contained in this Agreement or the Assignment Agreement; 
 (ii) Any servicing act or omission of any prior servicer relating to any Mortgage Loan and any act or omission of any party related to the origination of any Mortgage Loan; 

(iii) Any act, error or omission of Seller in servicing any of the Mortgage Loans, including improper action or failure
to act when required to do so; 
 (iv) Any exercise of any rights of setoff or other netting arrangements by the
Agency against Seller that results in a decrease in MSR Successor Proceeds or in a shortfall of funds to pay the Current Excess Servicing Spread; 
 (v) Any breach by Seller of the Purchase and Sale Agreement; 

(vi) Any payments made pursuant to clause first of Section 3.04(a) hereof; 

(vii) Any amounts paid to Ginnie Mae from the Agency Reserve Account; 

  
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 (viii) Seller not maintaining a “Secured Party” under the GNMA
Acknowledgment Agreement or any breach of the GNMA Acknowledgment Agreement by the “Secured Party” thereunder; and 
 (ix) Litigation, proceedings, governmental investigations, orders, injunctions or decrees resulting from any of the items described in Section 11.01(a)(i) – (viii) above; 

provided, however, that the applicable Purchaser Indemnitee has taken all commercially reasonable and appropriate actions to mitigate any
such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Seller, which such failure of mitigation shall not relieve Seller of its indemnification obligations in this Section 11.01 but may affect
the amount of such obligation; and further provided, that any Losses incurred by the Purchaser Indemnitee pursuant to any attempt to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses shall be reimbursed by
Seller as part of its indemnification obligations in this Section 11.01. Purchaser shall notify Seller promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders,
injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Seller shall have the right to assume the defense of
such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Purchaser Indemnitee, but may not enter into any settlement without the prior written consent of the applicable Purchaser Indemnitee, which shall not be
unreasonably withheld. A Purchaser Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent to the entry of a judgment or enter into any settlement with respect to
the Third Party Claim without the prior written consent of Seller, which consent shall not be unreasonably withheld. Any exercise of such rights by a Purchaser Indemnitee shall not relieve Seller of its obligations and liabilities under this
Section 11.01 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Purchaser Indemnitee shall be required to cooperate in good faith with Seller
to ensure the proper and adequate defense of such Third-Party Claim. For the avoidance of doubt, Seller’s obligations for Purchaser Indemnitees shall not be limited to funds available in the Third Party Controlled Current Spread Distribution
Account or the Current Spread Reserve Account. 
 (b) REIT Requirements. Notwithstanding anything in
Section 11.01(a) above, in the event that counsel or independent accountants for the Protected REIT determine that there exists a material risk that any amounts due to Purchaser under ARTICLE XI hereof would be treated as
Nonqualifying Income upon the payment of such amounts to Purchaser, the amount paid to Purchaser pursuant to this Agreement in any tax year shall not exceed the maximum amount that can be paid to Purchaser in such year without causing the Protected
REIT to fail to meet the REIT Requirements for such year, determined as if the payment of such 

  
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amount were Nonqualifying Income as determined by such counsel or independent accountants to the Protected REIT. If the amount payable for any tax year under the preceding sentence is less than
the amount which Seller would otherwise be obligated to pay to Purchaser pursuant to ARTICLE XI of this Agreement (the “Expense Amount”), then: (1) Seller shall place the Expense Amount into an escrow account (the
“Expense Escrow Account”) using an escrow agent and agreement reasonably acceptable to Purchaser and shall not release any portion thereof to Purchaser, and Purchaser shall not be entitled to any such amount, unless and until
Purchaser delivers to Seller, at the sole option of the Protected REIT, (i) an opinion (an “Expense Amount Tax Opinion”) of the Protected REIT’s tax counsel to the effect that such amount, if and to the extent paid, would
not constitute Nonqualifying Income, (ii) a letter (an “Expense Amount Accountant’s Letter”) from the Protected REIT’s independent accountants indicating the maximum amount that can be paid at that time to Purchaser
without causing the Protected REIT to fail to meet the REIT Requirements for any relevant taxable year, or (iii) a private letter ruling issued by the IRS to the Protected REIT indicating that the receipt of any Expense Amount hereunder will
not cause the Protected REIT to fail to satisfy the REIT Requirements (a “REIT Qualification Ruling” and, collectively with an Expense Amount Tax Opinion and an Expense Amount Accountant’s Letter, a “Release
Document”); and (2) pending the delivery of a Release Document by Purchaser to Seller, Purchaser shall have the right, but not the obligation, to borrow the Expense Amount from the Escrow Account pursuant to a loan agreement (an
“Indemnity Loan Agreement”) reasonably acceptable to Purchaser that (i) requires Seller to lend Purchaser immediately available cash proceeds in an amount equal to the Expense Amount (an “Indemnity Loan”), and
(ii) provides for (A) a commercially reasonable interest rate and commercially reasonable covenants, taking into account the credit standing and profile of Purchaser or any guarantor of Purchaser, including the Protected REIT, at the time
of such Loan, and (B) a 15 year maturity with no periodic amortization. 
 Section 11.02 Indemnification by
Purchaser. 
 Purchaser shall indemnify, defend and hold Seller, its affiliates and its and their respective directors,
managers, officers, employees, agents, representatives and advisors (the “Seller Indemnitees”) harmless from and shall reimburse the applicable Seller Indemnitee for any Losses suffered or incurred by any Seller Indemnitee which
result from: 
 (a) Any material breach of a representation or warranty by Purchaser, or non-fulfillment of any covenant or
obligation of Purchaser contained in this Agreement; and 
 (b) Litigation, proceedings, governmental investigations, orders,
injunctions or decrees, the basis for which occurred after the Agreement Date, resulting from any of the items described in Section 11.02(a) above; 
 provided, however, that the applicable Seller Indemnitee has taken all commercially reasonable and appropriate actions to mitigate any such losses, damages, deficiencies, claims, causes of
action or expenses as reasonably requested by Purchaser, which such failure of mitigation shall not relieve Purchaser of its indemnification obligations in this Section 11.02 but may affect the


  
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amount of such obligation; and further provided, that any Losses incurred by the Seller Indemnitee pursuant to any attempt to mitigate any such losses, damages, deficiencies, claims,
causes of action or expenses shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.02. Seller shall notify Purchaser promptly after receiving written notice of the assertion of any litigation,
proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim,
Purchaser shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Seller Indemnitee, but may not enter into any settlement without the prior written consent of
Purchaser, which shall not be unreasonably withheld. A Seller Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself but shall not consent to the entry of a judgment or enter into any settlement with
respect to the Third Party Claim without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Any exercise of such rights by a Seller Indemnitee shall not relieve Purchaser of its obligations and liabilities
under this Section 11.02 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Seller Indemnitee shall be required to cooperate in good faith with
Purchaser to ensure the proper and adequate defense of such Third-Party Claim. 
 Section 11.03 Award of Damages.

 (a) 
 (i) In the event that an award of damages or other payments is received by a Party or a designee of a Party as a result of a claim, judgment, settlement or arbitration (including payment pursuant to a
guaranty of Bank of America by any other Person) of a legal dispute that occurs either on or after the execution of the Purchase and Sale Agreement in connection with the enforcement of the Purchase and Sale Agreement in the event of a breach by
Bank of America of any representations and warranties or covenants where such breach had an adverse impact on the value of the Total Servicing Spread, the Current Excess Servicing Spread Percentage of that award shall be distributed to Purchaser or
its designee and the remainder of that award shall be distributed to Seller or its designee. 
 (ii) In the
event that an award of damages or other payment is received by a Party or a designee of a Party as a result of a claim, judgment, settlement or arbitration (including payment pursuant to a guaranty of Bank of America by any other Person) of a legal
dispute that occurs either on or after the execution of the Purchase and Sale Agreement in connection with the enforcement of the Purchase and Sale Agreement in the event of a breach by Bank of America of any representations and warranties or
covenants where such breach did not have an adverse impact on the value of the Total Servicing Spread, the entirety of the award shall be distributed to Seller or its designee. 

  
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 (b) In the event that a Party or designee of a Party receives an award pursuant to
Sections 11.03(a)(i) or (ii) and some or all of that amount is to be distributed to the other Party or a designee of the other Party pursuant to Sections 11.03(a)(i) or (ii), the Party or the Party’s designee in possession of
the applicable amount shall promptly notify the other Party or the other Party’s designee as to the award’s existence and request that the other Party or other Party’s designee, as applicable, designate an account to which the amount
shall be remitted. Once the necessary account information has been provided by the appropriate Party or designee of a Party, the applicable amount shall be remitted by wire transfer of immediately available federal funds to the account so
designated. 
 (c) Two Business Days prior to each Distribution Date, the Seller shall, provide Purchaser with a monthly report
of all claims and legal disputes made or pending with Bank of America during the prior month, including the amounts of any claims made or resolved during such month. 
 Section 11.04 Other Rights. 
 The Seller hereby acknowledges that, in
addition to its rights under this Agreement, the Purchaser is entitled to exercise its rights under the GNMA Acknowledgment Agreement. 
 ARTICLE XII 
 MISCELLANEOUS 

Section 12.01 Costs and Expenses. 
 Except as otherwise provided herein, Purchaser and Seller shall share the expenses incurred by Seller and Purchaser or their respective affiliates in connection with the transactions contemplated hereby,
with the expense allocation percentage to be mutually agreed upon by the Parties. 
 Section 12.02 Confidentiality.

 Each Party understands that in connection with this transaction, it has been furnished and will be furnished 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), and other information regarding the policies and plans of the other Party and its affiliates that is and has been designated as 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


  
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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 12.02. 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 12.02. Notwithstanding
the terms of this Section 12.02, if, in the absence of a protective order or the 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. For the avoidance of doubt, either Party may
provide its shareholders and creditors with a general description of this Agreement and any related transactions, and, subject to the provisions of this Section 12.02, information obtained from the reports provided by Seller pursuant to
Section 8.07. 
 Section 12.03 Broker’s Fees. 

Each party hereto represents and warrants to the other that it has made no agreement to pay any finder’s, agent’s,
broker’s or originator’s fee arising out of or in connection with the subject matter of this Agreement. In the event Purchaser has entered or enters into an agreement to pay any finder’s, agent’s, broker’s, advisor’s or
originator’s fee arising out of or in connection with the subject matter of this Agreement, Purchaser shall be solely responsible for all such fees. The parties hereto shall indemnify and hold each other harmless from and against any such
obligation or liability and any expense incurred in investigating or defending (including reasonable attorneys’ fees) any claim based upon the other party’s actions in connection with such obligation. 

Section 12.04 Relationship of Parties. 
 The Parties intend that the transactions contemplated in the Transaction Documents constitute arms-length transactions among third parties. Nothing contained in the Transaction Documents will establish
any fiduciary, partnership, joint venture or similar relationship between or among the Parties except to the extent otherwise expressly stated therein. 

  
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 Section 12.05 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 the Agreement Date. 
 Section 12.06 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: 

(a) If to Purchaser, to: 
 Fortress Investment Group LLC 
 1345 Avenue of the Americas 

New York, NY 10105 
 Attn: Brian Sigman 
 Chief Financial Officer 

(212) 479-5343 
 (b) If to Seller, to: 
 Nationstar Mortgage LLC 

350 Highland Drive 
 Lewisville, Texas 75067 
 Attn: Amar Patel 

or to such other address as Purchaser or Seller shall have specified in writing to the other. 

Section 12.07 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 

  
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 (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 12.08 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 12.09 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. 
 Section 12.10
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 12.11 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 12.12 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. 

  
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 Section 12.13 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 12.14 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 12.15 Public Announcement.

 No public release or statement concerning the subject matter of this Agreement shall be made by either party without the
express written consent and approval of the other party, except as required by law or stock exchange rule, and provided that on and after the Agreement Date, either party may provide its shareholders and creditors with a general description of this
Agreement and any related transactions, and, subject to the provisions of Section 12.02, information obtained from the reports provided by Seller pursuant to Section 8.07. 

Section 12.16 Assignment. 
 (a) Seller may not assign, transfer, sell or subcontract all or any part of this Agreement, any interest herein, or any of the Seller’s interest in the Servicing Spread Collections, other than the
interest in the Total Servicing Spread sold hereby, 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 without the consent of Seller; including the right to assign all or any portion
of the Current Excess Servicing Spread and to assign the related rights under this Agreement. If Purchaser assigns any rights under this Agreement to a third party (a “Third Party Assignment”), such third party (a “Third
Party Assignee”) shall enter into a new agreement (a “Third Party Current Spread Agreement”) with Seller or Seller’s assignee that provides such Third Party Assignee with the same rights with respect to the Current
Excess Servicing Spread that Purchaser would have had under this Agreement if the Third Party Assignment had not occurred. 

  
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 (b) Seller shall maintain a register on which it enters the name and address of each holder
of the Current Excess Servicing Spread and each holder’s interest in the Current Excess Servicing Spread (the “Holder Register”) for each transaction described in Section 12.16(a). The entries in the Holder Register shall
be conclusive absent manifest error, and Seller shall treat each Person whose name is recorded in the Holder Register as an owner of the Current Excess Servicing Spread for all purposes of this Agreement notwithstanding any notice to the contrary.

 Section 12.17 Termination. 
 If the GNMA Acknowledgment Agreement is not received by the Sale Date, or if the Purchase and Sale Agreement is terminated, this Agreement shall be terminated concurrently therewith, without any further
action of either Party. In the event this agreement is terminated as set forth in the prior sentence, neither Party shall have any further obligations to the other Party hereunder except as expressly set forth herein. If all conditions to
Purchaser’s or Seller’s obligations to close set forth in Article IX and Article X, respectively, are not satisfied on the Sale Date, Purchaser or Seller, as applicable based on the condition or conditions not satisfied, may terminate this
agreement by written notice to the other party, and neither party shall have any further obligations to the other party hereunder, except as expressly set forth herein. 
 Section 12.18 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, except as provided in Section 11.01 and in Section 11.02, provided that Purchaser and Seller reserve the right to
modify any term of, or terminate, this Agreement, without the consent of any Purchaser Indemnitee or Seller Indemnitee. 

  
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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. 
  

			
	 MSR XI LLC

Purchaser

		
	By:	 	/s/ Brian Sigman
	 Name:
 Title:
	 	 Brian Sigman
 Chief
Financial Officer



  

			
	 NATIONSTAR MORTGAGE LLC
 Seller

		
	By:	 	/s/ Amar Patel
	 Name:
 Title:
	 	 Amar Patel
 Executive Vice
President



  







 EXHIBIT A 

FORM OF ASSIGNMENT AGREEMENT FOR MORTGAGE LOANS 
 Subject to, and upon the terms and conditions of the Current Excess Servicing Spread Acquisition Agreement for GNMA Mortgage Loans, dated as of January 6, 2013 (the “Agreement”), by
and between Nationstar Mortgage LLC, a Delaware limited liability company (together with its successors and assigns, the “Seller”) and MSR XI LLC, a Delaware limited liability company (together with its successors assigns, the
“Purchaser”), as may be amended, restated, or otherwise modified and in effect from time to time, Seller hereby assigns, transfers and delivers to Purchaser all of Seller’s right, title and interest in and to Current Excess
Servicing Spread for each of the Mortgage Loans set forth in Annex A attached hereto and all proceeds thereof, and agrees that as of the Sale Date, the applicable 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. 
 In the event (but only in the event) that the conveyance of the Current Excess Servicing 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 Current Excess Servicing Spread and all proceeds thereof as security for a loan in an
amount of the Purchase Price. 
 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:	 	 









 Annex A 
 [ATTACH ANNEX A, WHICH MAY BE ON COMPUTER TAPE, COMPACT DISK, OR 

MICROFICHE, CONTAINING THE INFORMATION SET FORTH BELOW] 

 

													
	 (a)
	  	(b)	  	(c)	  	(d)	  	(e)	  	(f)
(column (d) –
column (e))	  	(g)
([ ]% of column
(f))
	 Sale Date
	  	Loan # of
Mortgage
Loan	  	Principal
Balance of
Mortgage
Loan as of the Sale
Date	  	Servicing
Spread Rate	  	Base Servicing
Fee Rate	  	Net Servicing
Spread Rate	  	Current Excess
Servicing Spread
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	








 EXHIBIT B 

SCHEDULE OF MORTGAGE LOANS 
 [SEPARATELY DELIVERED] 







 EXHIBIT C 

SELLER’S OFFICER’S CERTIFICATE 
 (To be supplied on the Sale Date) 
 I,
                    , a [Vice President] of Nationstar Mortgage LLC (the “Company”), pursuant to Section 9.07 of the
Current Excess Servicing Spread Acquisition Agreement for GNMA Mortgage Loans by and between MSR XI LLC and the Company, dated as of January 6, 2013 (the “Agreement”), hereby certify on behalf of the Company that: 

(i) Each of the Company’s representations and warranties made in the Agreement is true and correct in all material respects as of
the date hereof; 
 (ii) All of the terms, covenants, conditions and obligations of the Agreement required to be complied with
and performed by the Company at or prior to the date hereof have been duly complied with and performed in all material respects; 
 (iii) The conditions set forth in Sections 9.04 and 9.05 of the Agreement have been satisfied; and 
 (iv) As of the date hereof, the Company has a Consolidated Tangible Net Worth (as defined in the Agreement) of at least the sum of (x) $250,000,000 and (y) 50% of the proceeds from any issuance
of equity on or after the date of the Agreement by the Company, Nationstar Mortgage Holdings Inc. or any of Company’s consolidated subsidiaries, and the Company (considered together with its consolidated subsidiaries)is not in default in any
indebtedness in excess of $10,000,000 (individually or in the aggregate). 
 IN WITNESS WHEREOF, the undersigned has executed
this Certificate as of [                    ] 
  

			
	By:	 	 









 EXHIBIT D 

PURCHASER’S OFFICER’S CERTIFICATE 
 (To be supplied on the Sale Date) 
 I,
                    , [POSITION] of
[                    ], the sole member of MSR XI LLC (the “Company”), pursuant to Section 10.05 of the Current Excess
Servicing Spread Acquisition Agreement for GNMA Mortgage Loans by and between the Company and Nationstar Mortgage LLC, dated as of January 6, 2013 (the “Agreement”), hereby certify on behalf of the Company that: 

(i) Each of the Company’s representations and warranties made in the Agreement is true and correct in all material respects as of
the date hereof; and 
 (ii) All of the terms, covenants, conditions and obligations of the Agreement required to be complied
with and performed by the Company at or prior to the date hereof have been duly complied with and performed in all material respects; and 
 (iii) All conditions set forth in Section 10.04 have been satisfied. 

IN WITNESS WHEREOF, the undersigned has executed this Certificate as of
[                    ]. 
  

			
	MSR XI LLC
	By: [                    ], as member
		
	By:	 	 









 EXHIBIT E 

LOCATION OF CREDIT FILES 
 350 Highland Drive 
 Lewisville, Texas 75067 







 EXHIBIT F 

FORM OF SUMMARY REMITTANCE REPORT 
 [DELIVERED SEPARATELY] 







 EXHIBIT G 
 FORM OF DELINQUENCY REPORT 
 [DELIVERED SEPARATELY] 







 EXHIBIT H 
 FORM OF DISBURSEMENT REPORT 
 [DELIVERED SEPARATELY] 







 EXHIBIT I 

SELLER JURISDICTIONS AND RECORDING OFFICES 
 Chief Executive Office: 
 350 Highland Drive 

Lewisville, Texas 75067 

Recording Office: 
 Secretary of
State, State of Delaware